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 13, 2008 (May 7, 2008)

Centex Corporation

(Exact name of registrant as specified in its charter)

Nevada	1-6776	75-0778259
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		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 1.01. Entry into a Material Definitive Agreement.

     On May 8, 2008, the board of directors of Centex Corporation, a Nevada corporation (the “Company”), approved a form of indemnification agreement to be entered into by the Company with its executive officers and specified other officers. This agreement is in substantially the same form as the indemnification agreement approved by the board of directors in 2006 for directors of the Company. On May 9, 2008 the Company entered into separate indemnification agreements with the following executive officers of the Company: Catherine R. Smith, David L. Barclay, Robert S. Stewart, Brian J. Woram, Joseph A. Bosch, and Mark D. Kemp. The Company currently expects that it will enter into indemnification agreements in the form approved on May 8, 2008 with any future executive officers. In general, the indemnification agreements provide that the Company will, to the fullest extent permitted by Nevada law and subject to certain limitations, indemnify the officer against certain expenses (including attorneys’ fees), judgments, fines, penalties and settlement amounts that may be incurred in connection with the defense or settlement of any claim, criminal, civil or administrative action or proceeding to which the officer becomes subject in connection with the officer’s service as an officer of the Company. The agreements provide for indemnification rights regarding both third-party claims and proceedings brought by or in the right of the Company. In addition, the indemnification agreements provide for the mandatory advancement of expenses incurred by the indemnitee in connection with any proceeding covered by the agreement to the fullest extent permitted by Nevada law. The indemnification agreements also establish certain procedures and presumptions that apply in determining whether the officer is entitled to indemnification. The indemnification agreements do not limit any other rights to indemnification or advancement of expenses to which the officer may be entitled, including any rights arising under the Articles of Incorporation or By-Laws of the Company, or Nevada law. The above description of the indemnification agreements does not purport to be complete and is qualified in its entirety by reference to the form of indemnification agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

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 7, 2008, the Board of Directors of Centex Corporation, a Nevada corporation (the “Company”), ratified and approved the following actions previously taken that day by its Compensation and Management Development Committee (the “Compensation Committee”) with regard to the incentive compensation to be paid to the Company’s Chief Executive Officer, Chief Financial Officer, the other persons listed in the Summary Compensation Table of the Company’s proxy statement for its 2007 annual meeting of stockholders (the “2007 Proxy Statement”), and certain other individuals who may be included in the Summary Compensation Table of the Company’s proxy statement (the “2008 Proxy Statement”) for its 2008 annual meeting of stockholders (collectively, the “Named Executive Officers”).

Fiscal 2008 Annual Incentive (Short-Term) Compensation. The Compensation Committee confirmed the amount of short-term incentive compensation awards earned during fiscal 2008 by the Named Executive Officers under the stockholder-approved Centex Corporation 2003 Equity Incentive Plan (the “2003 Plan”). The bonus awards were earned based on the achievement of performance goals established by the Compensation Committee in the first quarter of fiscal 2008. At its meeting, the Compensation Committee reviewed the performance of the Company for fiscal 2008, 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 2008 are as follows:

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		Non-Equity Incentive Plan
Recipient 1	Position	Compensation or Bonus ($)
Timothy R. Eller	Chairman and Chief Executive Officer		-0-
David L. Barclay	President, Western Region of		340,000
	Centex Homes2
Catherine R. Smith3	Executive Vice President and Chief		492,188
	Financial Officer
Robert S. Stewart	Senior Vice President — Strategy, Marketing, Sales and		244,000
	Corporate Development
Brian J. Woram4	Senior Vice President and Chief		352,000
	Legal Officer
Mark D. Kemp	Senior Vice President and Controller		67,000

1	The table does not include Messrs. Leldon E. Echols or Andrew J. Hannigan, the Company’s former Executive Vice President and Chief Financial Officer, and Co-President/Co-Chief Operating Officer of Centex Homes, respectively, who each were named executive officers in the 2007 Proxy Statement, but whose employment with the Company ended in June 2006 and March 2007, respectively, and who did not receive any award from the Compensation Committee on May 7, 2008.
2	Mr. Barclay formerly held the title of Co-President and Co-Chief Operating Officer of Centex Homes (West).
3	Ms. Smith joined the Company in October 2006. The amount of her short-term incentive compensation (cash bonus) was determined by reference to a minimum guaranteed percentage of target bonus promised to her in her offer letter, and not the Company’s performance goals.
4	Mr. Woram was not a named executive officer in the 2007 Proxy Statement but is expected to be a named executive officer in the 2008 Proxy Statement.

These amounts will be paid to the Named Executive Officers in June 2008.

Fiscal 2009 Base Salary Increases. The Compensation Committee approved base salaries for the Named Executive Officers, effective as of June 1, 2008, as follows:

Named Executive Officer	2009 Base Salary ($)		Percent Increase
Timothy R. Eller		920,000		0	%
David L. Barclay		475,000		0	%
Catherine R. Smith		572,000		0	%
Robert S. Stewart		390,000		0	%
Brian J. Woram1		450,000		0	%
Mark D. Kemp		309,000		3	%

¹ See Note 4 from the table included under “Fiscal 2008 Annual Incentive (Short-Term) Compensation” above.

Fiscal 2009 Short-Term Incentive Compensation. The Compensation Committee also approved performance criteria and goals to be paid to each of the Named Executive Officers for fiscal 2009 under the Centex Corporation 2003 Annual Incentive Compensation Plan or other stockholder-approved plans. 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. A portion of each Named Executive Officer’s short-term incentive compensation (other than Mr. Eller) will also be based upon his or her personal performance with respect to certain strategic goals included in a personal performance development plan for fiscal 2009.

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In May 2009, 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. Kemp) with respect to the short-term incentive compensation to be paid to such individuals for fiscal 2009. If the performance goals are met, awards will be paid in cash in the first quarter of fiscal 2010. A copy of the form of award agreement is filed as Exhibit 10.8 to this Report.

Fiscal 2009 Long-Term Incentive Compensation. In recent years, the Compensation Committee typically established performance goals and targets for short-term incentives and long-term incentives in the first quarter of the applicable fiscal year and approved grants of those incentives after the end of the fiscal year based on achievement of the pre-established goals. Before fiscal 2008, short-term and long-term incentives were awarded based on the same performance goals. At the beginning of fiscal 2008, the Compensation Committee decided to separate short-term and long-term incentives. Beginning in fiscal 2009, all long-term incentives will be awarded without regard to pre-established performance goals for the prior year in order to incentivize future performance and for retention purposes. May 2007 was a transition award period because part of the long-term awards (i.e., options and restricted awards) were based on the prior fiscal year’s results, and part of such awards (i.e., long-term performance unit awards) were made for future performance and retention purposes. In May 2008, the Compensation Committee 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 2008, and considered the overall performance of the Company for fiscal 2008, the individual performance of the Named Executive Officers, and other factors. The Compensation Committee made annual awards of long-term compensation to the Named Executive Officers within the range of potential long-term awards that the Compensation Committee established at the beginning of the fiscal year.

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

	Long-Term Incentive Compensation
					Long-Term
	Stock Options 2				Performance
	Grant Date Fair		No. of		Units
Recipient 1	Value ($)		Options (#)		Target Value ($)
Timothy R. Eller		2,000,000		252,844		2,000,000
David L. Barclay		750,000		94,816		750,000
Catherine R. Smith		750,000		94,816		750,000
Robert S. Stewart		250,000		31,605		250,000
Brian J. Woram3		300,000		37,926		300,000
Mark D. Kemp		87,500		11,061		175,000

1	See Note 1 from the table included under “Fiscal 2008 Annual Incentive (Short-Term) Compensation” above.
2	The exercise price for the options is $22.08.
3	See Note 4 from the table included under “Fiscal 2008 Annual Incentive (Short-Term) Compensation” above.

The stock options vest in installments of one-third of the total amount awarded on each of March 31, 2009, 2010, and 2011. The grant of options was made pursuant to the terms of the Amended and Restated Centex Corporation 2001 Stock Plan or the 2003 Plan and the terms of stock option award agreements. A copy of the form of stock option award agreement is filed as Exhibit 10.5 and Exhibit 10.6 to this Report. The options have a seven-year term.

The long-term performance units (“LTPUs”) entitle the recipients to cash payments after a three-year period based on relative stockholder return. At the time of grant,

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an initial dollar value of the LTPUs will be divided by the closing stock price of the Company’s common stock on the thirty trading days preceding April 1, 2008 (the beginning of the performance period) to determine the initial (target) number of LTPUs. The LTPUs will have a 3-year cliff vesting period ending on March 31, 2011 and will be subject to adjustment upward (up to 200%) or downward (to zero) from the target number at the end of the 3-year performance period based on the Company’s relative total stockholder return compared to its peers. The adjusted number of LTPUs will be multiplied by the closing price of the Company’s common stock on the thirty trading days ending March 31, 2011, the end of the performance period, and the resulting value will be paid in cash. The grant of LTPUs was made pursuant to the terms of the 2003 Plan and the terms of LTPU award agreements. A copy of the form of award agreement is filed as Exhibit 10.7 to this Report.

Other Compensation Information. Additional information concerning the compensation paid to the Named Executive Officers for fiscal year 2008 will be included in the 2008 Proxy Statement, which is expected to be filed with the Securities and Exchange Commission in June 2008.

Item 9.01. Financial Statements and Exhibits.

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

			Filed Herewith or
Exhibit			Incorporated by
Number		Description	Reference
	10.1	Form of Indemnification Agreement for Officers, as adopted on May 8, 2008	Filed herewith
	10.2	Centex Corporation 2003 Annual Incentive Compensation Plan	Exhibit 10.1 to the Company’s Current Report on Form 8-K dated February 19, 2008 (the “February 2008 Form 8-K”)
	10.3	Amended and Restated Centex Corporation 2001 Stock Plan	Exhibit 10.3 to the February 2008 Form 8-K
	10.4	Centex Corporation 2003 Equity Incentive Plan	Exhibit 10.2 to the February 2008 Form 8-K
	10.5	Form of stock option award for 2001 Stock Plan	Filed herewith
	10.6	Form of stock option award for 2003 Equity Incentive Plan	Filed herewith
	10.7	Form of long term performance unit award for 2003 Equity Incentive Plan (May 2008 award)	Filed herewith
	10.8	Form of award agreement for incentive compensation (2009)	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
	James R. Peacock III
	Vice President, Deputy General Counsel and Secretary

Date: May 13, 2008

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EXHIBIT INDEX

			Filed Herewith or
Exhibit			Incorporated by
Number		Description	Reference
	10.1	Form of Indemnification Agreement for Officers, as adopted on May 8, 2008	Filed herewith
	10.2	Centex Corporation 2003 Annual Incentive Compensation Plan	Exhibit 10.1 to the Company’s Current Report on Form 8-K dated February 19, 2008 (the “February 2008 Form 8-K”)
	10.3	Amended and Restated Centex Corporation 2001 Stock Plan	Exhibit 10.3 to the February 2008 Form 8-K
	10.4	Centex Corporation 2003 Equity Incentive Plan	Exhibit 10.2 to the February 2008 Form 8-K
	10.5	Form of stock option award for 2001 Stock Plan	Filed herewith
	10.6	Form of stock option award for 2003 Equity Incentive Plan	Filed herewith
	10.7	Form of long term performance unit award for 2003 Equity Incentive Plan (May 2008 award)	Filed herewith
	10.8	Form of award agreement for incentive compensation (2009)	Filed herewith

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EX-10.1

Exhibit 10.1

CENTEX CORPORATION

INDEMNIFICATION AGREEMENT

     This Indemnification Agreement (this “Agreement”) is made and entered into as of the ___day of May, 2008 by and between Centex Corporation, a Nevada corporation (the “Corporation”), and «Officer_Name» (“Indemnitee”).

W I T N E S S E T H:

     WHEREAS, Indemnitee is currently serving or is about to begin serving as an Officer of the Corporation and/or in another capacity, and Indemnitee is willing, subject to, among other things, the Corporation’s execution and performance of this Agreement, to continue in or assume such capacity or capacities;

     WHEREAS, the Bylaws of the Corporation provide that the Corporation shall indemnify and advance expenses to all Officers of the Corporation in the manner set forth therein and to the fullest extent permitted by applicable law, and to such greater extent as applicable law may thereafter permit; and

     WHEREAS, in order to induce Indemnitee to provide services as contemplated hereby, the Corporation has deemed it to be in its best interest to enter into this Agreement with Indemnitee;

     NOW, THEREFORE, in consideration of Indemnitee’s agreement to provide services to the Corporation and/or certain of its affiliates as contemplated hereby, the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto stipulate and agree as follows:

ARTICLE I
Definitions

     Section 1.1. As used herein, the following words and terms shall have the following respective meanings (whether singular or plural):

     “Articles of Incorporation” means the Articles of Incorporation of the Corporation (as they may be amended or restated from time to time).

     “Board of Directors” means the board of directors of the Corporation.

     “Bylaws” means the By-Laws of the Corporation (as they may be amended or restated from time to time).

     “Change of Control” means:

     (i) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the

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Exchange Act) of 20% or more of either (1) the then outstanding shares of common stock of the Corporation (the “Outstanding Corporation Common Stock”) or (2) the combined voting power of the then outstanding voting securities of the Corporation entitled to vote generally in the election of directors (the “Outstanding Corporation Voting Securities”); provided, however, that for purposes of this subsection (i), the following acquisitions shall not constitute a Change of Control: (A) any acquisition directly from the Corporation, (B) any acquisition by the Corporation, (C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Corporation or any entity controlled by the Corporation or (D) any acquisition by any entity pursuant to a transaction which complies with clauses (1), (2) and (3) of subsection (iii) of this definition; or

     (ii) Individuals who, as of the date hereof, constitute the Board of Directors (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board of Directors; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Corporation’s stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board of Directors; or

     (iii) Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Corporation (a “Business Combination”), in each case, unless, following such Business Combination, (1) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Corporation Common Stock and Outstanding Corporation Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity that as a result of such transaction owns the Corporation or all or substantially all of the Corporation’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the Outstanding Corporation Common Stock and Outstanding Corporation Voting Securities, as the case may be, (2) no Person (excluding any entity resulting from such Business Combination or any employee benefit plan (or related trust) of the Corporation or such entity resulting from such Business Combination) beneficially owns, directly or indirectly, 20% or more of, respectively, the then outstanding shares of common equity of the entity resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such entity except to the extent that such ownership existed prior to the Business Combination and (3) at least a majority of the members of the board of directors of the corporation, or the similar managing body of a non-corporate entity, resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination; or

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     (iv) Approval by the stockholders of the Corporation of a complete liquidation or dissolution of the Corporation; or

     (v) A change of control as defined in any employment agreement, change of control agreement or other agreement between the Corporation and Indemnitee.

     “Covered Capacity” means, with respect to any person, that such person (or a person for whom he or she is serving as a legal representative) is or was an Officer of the Corporation, or is or was serving at the request of the Corporation as director, manager, Officer, trustee, general partner, member, fiduciary, employee or agent of any other enterprise in which the Corporation has an interest, in each case (i) whether or not such person was serving in that capacity at the time any liability or expense is incurred and (ii) whether the basis for any Proceeding brought against such person is alleged action in an official capacity as a director, manager, officer, trustee, general partner, member, fiduciary, employee or agent or any other capacity while serving as a director, manager, officer, trustee, general partner, member, fiduciary, employee or agent.

     “Expenses” include all direct and indirect costs, fees and expenses of any type or nature, including, without limitation, all attorneys’ fees and costs, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, fees of private investigators and professional advisors, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, fax transmission charges, secretarial services and all other disbursements or expenses in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, settlement or appeal of or otherwise participating in a Proceeding, including reasonable compensation for time spent by Indemnitee for which he or she is not otherwise compensated by the Corporation or any third party. “Expenses” also include expenses incurred in connection with any appeal resulting from any Proceeding, including the premium for, security for, and other costs relating to, any cost bond, supersedeas bond or other appeal bond or its equivalent. “Expenses” do not include amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.

     “Independent Counsel” means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither presently is, nor in the five years previous to his or her selection or appointment has been, retained to represent: (i) the Corporation or Indemnitee in any matter material to either such party or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. The term “Independent Counsel” does not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Corporation or Indemnitee in an action to determine Indemnitee’s rights under this Agreement, the Bylaws of the Corporation or under any agreement between Indemnitee and the Corporation.

     “NRS” means the Nevada Revised Statutes.

     “Officer” means the president, the treasurer, the secretary, and each vice president of the Corporation and any other corporation, partnership, limited liability company, association, joint venture, trust, employee benefit plan or other enterprise for which such person is or was serving in such position at the request of the Corporation (and all variants of the preceding positions such

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as assistant treasurer, assistant secretary, senior vice president, and similar modifications), in each case elected or appointed pursuant to proper corporate authority, and each other person designated by the President of the Corporation from time to time as constituting an “Officer.”

     “Proceeding” includes a threatened, pending or completed action, suit, arbitration, alternate dispute resolution, investigation, inquiry, administrative hearing, appeal or any other actual, threatened or completed proceedings with or brought in the right of the Corporation or otherwise and whether civil, criminal, administrative or investigative in nature.

ARTICLE II
Services by Indemnitee

     Section 2.1. Services by Indemnitee. Indemnitee agrees to serve or continue to serve in his or her current capacity as an Officer of the Corporation. Indemnitee may also serve, as the Corporation may reasonably request from time to time, as a director, manager, Officer, trustee, general partner, member, employee, fiduciary or agent of any other corporation, partnership, limited liability company, association, joint venture, trust, employee benefit plan or other enterprise in which the Corporation has an interest. Indemnitee and the Corporation each acknowledge that they have entered into this Agreement as a means of inducing Indemnitee to serve the Corporation in such capacities. Indemnitee may at any time and for any reason resign from such position or positions (subject to any other contractual obligation or any obligation imposed by operation of law). The Corporation shall have no obligation under this Agreement to continue Indemnitee in any such position for any period of time and shall not be precluded by the provisions of this Agreement from removing Indemnitee from any such position at any time.

ARTICLE III
Third Party Proceedings

     Section 3.1. The Corporation must indemnify Indemnitee if he or she was or is a party or is threatened to be made a party to any Proceeding, except an action by or in the right of the Corporation, by reason of the fact that he or she is or was serving or acting in a Covered Capacity, against Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee in connection with the Proceeding if he or she: (a) is not liable pursuant to NRS 78.138 or (b) acted in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or Proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, does not, of itself, create a presumption that Indemnitee is liable pursuant to NRS 78.138 or did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation or that, with respect to any criminal action or proceeding, he or she had reasonable cause to believe that his or her conduct was unlawful.

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ARTICLE IV
Derivative Actions

     Section 4.1. The Corporation must indemnify Indemnitee if he or she was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor, by reason of the fact that Indemnitee is or was serving or acting in a Covered Capacity, against Expenses and amounts paid in settlement thereof if Indemnitee: (a) is not liable pursuant to NRS 78.138, or (b) acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation. Indemnification may not be made for any claim, issue or matter as to which Indemnitee has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the Corporation or for amounts paid in settlement to the Corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such Expenses as the court deems proper.

ARTICLE V
Party Who is Wholly or Partially Successful

     Section 5.1. Notwithstanding any other provisions of this Agreement, to the extent that Indemnitee is a party to or a participant in and is successful on the merits or otherwise in any Proceeding or in defense of any claim, issue or matter in any Proceeding, in whole or in part, to which Indemnitee was or is a party or is otherwise involved by reason of the fact that he or she is or was serving or acting in a Covered Capacity, the Corporation shall indemnify and hold harmless Indemnitee against all Expenses actually and reasonably incurred by Indemnitee in connection with any Proceeding or defense. If Indemnitee is not wholly successful in the Proceeding, the Corporation must indemnify and hold harmless Indemnitee against all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection with each claim, issue or matter on which Indemnitee was successful. The termination of any claim, issue or matter in the Proceeding by dismissal, with or without prejudice, by reason of settlement, judgment, order or otherwise, shall be deemed to be a successful result as to such Proceeding, claim, issue or matter, so long as there has been no finding that Indemnitee (i) is liable pursuant to NRS 78.138 or (ii) did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal proceeding or action, had no reasonable cause to believe his or her conduct was unlawful.

ARTICLE VI
Expenses as Witness

     Section 6.1. To the extent Indemnitee is, by reason of his or her serving or acting in a Covered Capacity, a witness in any Proceeding to which Indemnitee is not a party, Indemnitee must be indemnified and held harmless against all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection with the Proceeding and his or her acting as a witness in it.

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ARTICLE VII
Exclusions

     Section 7.1. Notwithstanding any provision in this Agreement, the Corporation is not obligated under this Agreement to make any indemnification payments in connection with any claim made against Indemnitee:

     (a) For which payment has actually been received by or on behalf of Indemnitee under any insurance policy or other indemnity provision, except with respect to any excess beyond the amount actually received under any insurance policy, contract, agreement or other indemnity provision or otherwise;

     (b) For an accounting of profits made from the purchase and sale, or sale and purchase, by Indemnitee of securities of the Corporation within the meaning of Section 16(b) of the Exchange Act; or

     (c) Except as provided for in Sections 8.1 or 12.3 of this Agreement, in connection with any Proceeding or any part of any Proceeding, initiated by Indemnitee, including those initiated against the Corporation or its officers, directors or employees, unless (i) the Board of Directors authorizes the Proceeding or part thereof before its initiation or (ii) the Corporation provides the indemnification in its sole discretion, pursuant to the powers vested in the Corporation under applicable law.

ARTICLE VIII
Advancement of Expenses

     Section 8.1. Notwithstanding any other provision of this Agreement and to the fullest permitted by applicable law, the Corporation must advance the Expenses incurred by Indemnitee, or reasonably expected by Indemnitee to be incurred by him or her within three months, in connection with any Proceeding to which Indemnitee was or is a party or is otherwise involved by reason of the fact that he or she is or was serving or acting in a Covered Capacity, as soon as practicable but in any event not more than ten (10) days after receipt by the Corporation of a statement requesting the advances, whether the statement is submitted before or after final disposition of any Proceeding. Unless otherwise required by law, the Corporation shall not require that Indemnitee provide any form of security for repayment of or charge any interest on any amounts advanced pursuant to this Section 8.1. The advances must be made without regard to Indemnitee’s ability to repay the Expenses and without regard to any belief or determination as to Indemnitee’s ultimate entitlement to be indemnified. Advances must include any and all reasonable Expenses incurred in pursuing a Proceeding to enforce the right of advancement, including Expenses incurred in preparing statements to the Corporation to support the advances claimed. Indemnitee qualifies for advances, to the fullest extent permitted by applicable law, solely upon the execution and delivery to the Corporation of an undertaking providing that Indemnitee undertakes to repay the advance to the extent it is ultimately determined that Indemnitee is not entitled to be indemnified by the Corporation under the provisions of this Agreement, the Articles of Incorporation or an agreement between the Corporation and Indemnitee. This section does not apply to any claim made by Indemnitee for any indemnification payment that is excluded pursuant to Section 7.1 of this Agreement.

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ARTICLE IX
Notices

     Section 9.1. Indemnitee agrees to notify the Corporation in writing promptly after being served with any summons, citation, subpoena, complaint, indictment, inquiry, information request or other document relating to any Proceeding or matter which may be subject to indemnification, hold harmless or exoneration rights or the advancement of expenses; provided, however, that the failure of Indemnitee to so notify the Corporation shall not relieve the Corporation of any obligation it may have to Indemnitee under this Agreement or otherwise. Indemnitee may deliver to the Corporation a written application to indemnify and hold harmless Indemnitee in accordance with this Agreement. The application may be delivered from time to time and may be amended and supplemented and at such times as Indemnitee deems appropriate in his or her sole discretion. After a written application for indemnification is delivered by Indemnitee, Indemnitee’s entitlement to indemnification shall be determined pursuant to Articles X, XI and XII of this Agreement.

ARTICLE X
Procedures

     Section 10.1. To the fullest extent permitted by law, the indemnification provided for in this Agreement shall be deemed mandatory. To the extent that, under applicable law, any indemnification provided for in this Agreement is treated as discretionary, any indemnification determination, unless ordered by a court or advanced pursuant to Section 8.1 of this Agreement, may be made by the Corporation only as authorized in the specific case upon a determination that the indemnification of Indemnitee is proper in the circumstances. Such determination must be made:

     (i) by the stockholders of the Corporation;

     (ii) by the Board of Directors by a majority vote of a quorum consisting of directors who are not parties to the Proceeding;

     (iii) if a majority vote of a quorum of directors not parties to the Proceeding so orders, by Independent Counsel in a written opinion; or

     (iv) if a quorum consisting of directors who are not parties to the Proceeding cannot be obtained, by Independent Counsel in a written opinion.

     Notwithstanding the foregoing, if at any time during the two-year period prior to the date of any written application for indemnification submitted by Indemnitee in connection with a particular Proceeding there shall have occurred a Change of Control, the Board of Directors shall direct (unless Indemnitee otherwise agrees in writing) that the indemnification determination shall be made by Independent Counsel in a written opinion.

     Section 10.2. If the determination of Indemnitee’s entitlement to indemnification is to be made by Independent Counsel, the Independent Counsel must be selected as provided in this Section 10.2. The Independent Counsel shall be selected by Indemnitee and Indemnitee must give written notice to the Corporation advising it of the Independent Counsel’s identity so

7

selected, unless Indemnitee requests in writing that the Independent Counsel be selected by the Board of Directors. If the Independent Counsel is selected by the Board of Directors, the Corporation must given written notice to Indemnitee setting forth the identity of the Independent Counsel. In either event, Indemnitee or the Corporation, as the case may be, may, within ten (10) days after the written notice of selection is received, deliver to the other party a written objection to the selection. These objections may be asserted only on the grounds that the Independent Counsel selected does not meet the requirements of an “Independent Counsel” as defined in Article I of this Agreement, and the objection must set forth with particularity the factual basis of the assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If within twenty (20) days after submission by Indemnitee of a request for indemnification, no Independent Counsel has been selected, either the Corporation or Indemnitee may petition a court with jurisdiction over the parties for resolution of the objection and/or the appointment of a person to be Independent Counsel selected by the court.

     Section 10.3. The Corporation agrees to pay the reasonable fees and Expenses of Independent Counsel and to fully indemnify and hold the Independent Counsel harmless against any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement or the Independent Counsel’s engagement.

     Section 10.4. The Corporation must promptly advise Indemnitee in writing if a determination is made that Indemnitee is not entitled to indemnification and must include a description of the reasons or basis for denial. If it is determined Indemnitee is entitled to indemnification, the payment to Indemnitee must be made as soon as practicable but in no event more than ten (10) days after the determination. Indemnitee must reasonably cooperate with the persons making the determination and, upon request, must provide such persons with documents and information (which are not privileged or otherwise protected) reasonably available to Indemnitee and reasonably necessary to the determination. All Expenses incurred by Indemnitee in cooperating with the persons making the determination shall be paid by the Corporation (irrespective of the determination as to indemnification) and the Corporation hereby indemnifies and agrees to hold Indemnitee harmless from those Expenses.

ARTICLE XI
Presumptions

     Section 11.1. In determining whether Indemnitee is entitled to indemnification under this Agreement, the person or persons making the determination must presume that Indemnitee is entitled to indemnification under this Agreement and the Corporation has the burden of proof to overcome that presumption. Moreover, if at any time during the two-year period prior to the date of any written application for indemnification submitted by Indemnitee in connection with a particular Proceeding or other matter there shall have occurred a Change of Control, the foregoing presumption may only be overcome by clear and convincing evidence. Neither of the following is a defense to an action seeking a determination granting indemnity to Indemnitee or creates a presumption that Indemnitee has not met the applicable standard of conduct: (i) the failure of the Corporation (including its directors or Independent Counsel) to have made a determination before the beginning of an action seeking a ruling that indemnification is proper nor (ii) an actual determination by the Corporation (including its directors or Independent Counsel) that Indemnitee has not met the applicable standard of conduct.

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     Section 11.2. If the persons or entity selected under Article X of this Agreement to determine whether Indemnitee is entitled to indemnification has not made a determination within thirty (30) days after receipt by the Corporation of the request for it, the requisite determination of entitlement to indemnification shall be deemed to have been made and Indemnitee is entitled to such indemnification, absent (i) a misstatement by Indemnitee of a material fact or an omission of material fact necessary to make his or her statements not materially misleading made in connection with the request for indemnification (which misstatement or omission is shown by the Corporation to be of sufficient importance that it would likely alter the applicable determination) or (ii) a final judicial determination that indemnification is expressly prohibited under applicable law. The 30-day period may be extended for a reasonable time, not to exceed fifteen (15) additional days, if the persons or entity making the determination requires the additional time for obtaining or evaluating documents or information.

     Section 11.3. The termination of any Proceeding or any claim therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere does not (except as expressly provided elsewhere in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not meet any particular standard of conduct, did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe his or her conduct was unlawful.

     Section 11.4. In determining good faith, Indemnitee must be deemed to have acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation if Indemnitee’s action is based on the records or books of account of the Corporation, including financial statements, or on information, opinions, reports or statements supplied to Indemnitee by the directors or officers of the Corporation or any other enterprise in the course of their duties, or on the advice of legal counsel for the Corporation or the enterprise or on information or records given or reports made by an independent certified public accountant or by an appraiser or other expert.

     Section 11.5. The knowledge and actions or failures to act of any other director, officer, trustee, partner, member, fiduciary, agent or employee of the Corporation or other enterprise shall not be imputed to Indemnitee for the purposes of determining his or her right to indemnification.

ARTICLE XII
Remedies of Indemnitee

     Section 12.1. If a determination is made that Indemnitee is not entitled to indemnification under this Agreement, any judicial Proceeding or arbitration begun pursuant to this Agreement must be conducted in all respects as a de novo trial or arbitration, on the merits, and Indemnitee shall not be prejudiced by reason of the adverse determination. In such a Proceeding or arbitration, Indemnitee is presumed to be entitled to indemnification and the Corporation has the burden of proving Indemnitee is not entitled to be indemnified. Moreover, if at any time during the two-year period prior to the date of any written application for indemnification submitted by Indemnitee in connection with a particular Proceeding or other matter there shall have occurred a Change of Control, the Corporation will be deemed to have

9

satisfied such burden only if it meets the standard of proof by clear and convincing evidence. The Corporation may not refer to or introduce into evidence any determination made pursuant to Section 11.1 of this Agreement adverse to Indemnitee for any purpose. If Indemnitee begins a judicial Proceeding or arbitration seeking indemnification, Indemnitee is not required to reimburse the Corporation for any advances pursuant to Section 8.1 of this Agreement until a final determination is made with respect to Indemnitee’s right to indemnification, after all rights of appeal have been exhausted or lapsed.

     Section 12.2. If it has been determined that Indemnitee is entitled to indemnification, the Corporation is bound by that determination in any judicial Proceeding or arbitration commenced by Indemnitee seeking to compel the indemnification, absent (i) a misstatement by Indemnitee of a material fact or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading connected with the request for indemnification (which misstatement or omission is shown by the Corporation to be of sufficient importance that it would likely alter the applicable determination) or (ii) a prohibition of the indemnification under applicable law. In any Proceeding or arbitration commenced by Indemnitee seeking indemnification, the Corporation is precluded from asserting that the procedures and presumptions of this Agreement are not valid, binding and enforceable and must stipulate that the Corporation is bound by all the provisions of this Agreement.

     Section 12.3. The Corporation must indemnify and hold harmless Indemnitee to the fullest extent permitted by applicable law against all Expenses and, upon Indemnitee’s request, must advance to Indemnitee, within ten (10) days after the Corporation’s receipt of a request, Indemnitee’s Expenses incurred in connection with any judicial Proceeding or arbitration brought by Indemnitee to enforce his or her right for indemnification or to recover advances under any insurance policy maintained for the benefit of Indemnitee, regardless of whether Indemnitee is ultimately determined to be entitled to such indemnification, advance or insurance recovery.

ARTICLE XIII
Contribution; Joint Liability

     Section 13.1. To the fullest extent permissible under applicable law, if the indemnification rights provided for in this Agreement are unavailable to Indemnitee in whole or in part for any reason whatsoever (other than by reason of the language of any express exclusion contained in this Agreement), the Corporation, instead of indemnifying and holding harmless Indemnitee, must contribute to the payment thereof, in the first instance, by paying the entire amount incurred by Indemnitee, whether for judgments, liabilities, fines, penalties, amounts paid or to be paid in settlement and/or for Expenses, in connection with any Proceeding without requiring Indemnitee to contribute to the payment, and the Corporation hereby waives and relinquishes any right of contribution it may have at any time against Indemnitee. The Corporation shall not enter into any settlement of any Proceeding in which the Corporation is jointly liable with Indemnitee, or would be joined in the Proceeding, unless the settlement provides for a full and final release of all claims asserted against Indemnitee. The Corporation hereby agrees to fully indemnify and hold harmless Indemnitee from any claims for contribution which may be brought by officers, directors or employees of the Corporation other than Indemnitee who may be jointly liable with Indemnitee.

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ARTICLE XIV
Subrogation

     Section 14.1. If any payment is made under this Agreement, the Corporation is subrogated to the extent of such payment to all the rights of recovery of Indemnitee, who must within a reasonable period of time after payment execute all papers required and take all action necessary to secure those rights, including the execution of such documents as are necessary to enable the Corporation to bring suit to enforce those rights.

ARTICLE XV
Severability

     Section 15.1. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including, but not limited to, each portion of any paragraph containing any such provision held to be invalid, illegal or unenforceable, that is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby; and (b) to the fullest extent possible, the provisions of this Agreement (including, but not limited to, each such portion of any paragraph containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.

ARTICLE XVI
Miscellaneous

     Section 16.1. Non-Exclusivity of Rights. The rights of Indemnitee under this Agreement are not exclusive of any other rights to which Indemnitee may at any time be entitled under the law, the Articles of Incorporation, the Bylaws or any agreement. The indemnification and advancement of Expenses for Indemnitee who has ceased to be a director, officer, employee or agent shall continue in full force and effect and shall inure to the benefit of the heirs, executors and administrators of Indemnitee. The rights of Indemnitee under this Agreement shall be contract rights. No amendment, alteration or repeal of this Agreement can limit or restrict any right of Indemnitee under this Agreement with respect to any action taken before the amendment, alteration or repeal. If a change in applicable law permits greater indemnification than that which would be afforded under this Agreement, it is the intent of the Corporation that Indemnitee shall enjoy by this Section 16.1 the greater benefits so afforded.

     Section 16.2. Acknowledgment of Certain Matters. Both the Corporation and Indemnitee acknowledge that in certain instances, applicable law or public policy may prohibit indemnification of Indemnitee by the Corporation under this Agreement or otherwise. Indemnitee understands and acknowledges that the Corporation has undertaken or may be required in the future to undertake, by the Securities and Exchange Commission, to submit the question of indemnification to a court in certain circumstances for a determination of the Corporation’s right under public policy to indemnify Indemnitee.

     Section 16.3. Waivers. The observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) by the party

11

entitled to enforce such term only by a writing signed by the party against which such waiver is to be asserted. Unless otherwise expressly provided herein, no delay on the part of any party hereto in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any party hereto of any right, power or privilege hereunder operate as a waiver of any other right, power or privilege hereunder nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder.

     Section 16.4. Entire Agreement. This Agreement and the documents referred to herein constitute the entire agreement between the parties hereto with respect to the matters covered hereby, and any other prior or contemporaneous oral or written understandings or agreements with respect to the matters covered hereby are superseded by this Agreement.

     Section 16.5. Certain Rights. The right to be indemnified or to the advancement or reimbursement of Expenses (i) is intended to be retroactive and shall be available as to events occurring prior to the date of this Agreement and (ii) shall continue after any rescission or restrictive modification of such provisions as to events occurring prior thereto. Nothing in this Agreement, expressed or implied, is intended to confer any rights or remedies under or by reason of this Agreement on any person other than the parties to this Agreement and their respective heirs, personal representatives, successors and assigns.

     Section 16.6. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Nevada without regard to any principles of conflict of laws that, if applied, might permit or require the application of the laws of a different jurisdiction.

     Section 16.7. Headings. The Article and Section headings in and referred to in this Agreement are for convenience of reference only, and shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof.

     Section 16.8. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument.

     Section 16.9. Use of Certain Terms. As used in this Agreement, the words “herein,” “hereof,” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular paragraph, subparagraph, section, subsection, or other subdivision. Whenever the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa.

[signatures appear on following page]

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     IN WITNESS WHEREOF, this Agreement has been duly executed and delivered to be effective as of the date first above written.

CENTEX CORPORATION
By:
	Timothy R. Eller
	Chairman & Chief Executive Officer
INDEMNITEE
«Officer_Name»

13

EX-10.5

Exhibit 10.5

FY 2008 Stock Option Award

Dear [Full Name]:

     Effective May 7, 2008 you have been granted a Non-qualified Option to purchase up to [amount] shares of the common stock, par value $.25 per share, of Centex Corporation (the “Company”) for $[price] per share (the “Option”). This Option is granted under the Centex Corporation 2001 Stock Plan (as such plan may be amended from time to time, the “Plan”). A copy of the Plan is available to you upon request to the Law Department during the term of this Option. This Option will terminate upon the close of business on May 7 2015, unless earlier terminated as described herein or in the Plan.

     This Award will vest at the rate of 33⅓% per year on each of March 31, 2009, March 31, 2010, and March 31, 2011.

     If for any reason you cease to be an employee of at least one of the employers in the group of employers consisting of the Company and its Affiliates (i) this Option will immediately terminate as to any unvested portion on the date of such cessation and (ii) any portion of this Option vested but not exercised by you on or before such date of cessation may be exercised after such date only as provided in the Plan.

     The Company may cancel and revoke this Option and/or replace it with a revised option at any time if the Company determines, in its good faith judgment, that this Option was granted to you in error or that this Option 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 Option shall immediately terminate. If the Company replaces this Option with a revised option, then you will have all of the benefits conferred under the revised option, effective at such time as the new option goes into effect.

     This Option is subject to the Plan, and the Plan will govern where there is any inconsistency between the Plan and this Option. The provisions of the Plan are also provisions of this Option, and all terms, provisions and definitions set forth in the Plan are incorporated in this Option and made a part of this Option for all purposes. Capitalized terms used but not defined in this Option will have the meanings assigned to such terms in the Plan. This Option 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 Option has been signed by Centex Corporation and delivered to you, and (when signed by you) has been accepted by you effective as of May 7, 2008.

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

EX-10.6

Exhibit 10.6

FY 2008 Stock Option Award

Dear [Full Name]:

     Effective May 7 2008 you have been granted a Non-qualified Option to purchase up to [amount] shares of the common stock, par value $.25 per share, of Centex Corporation (the “Company”) for $[price] per share (the “Option”). This Option is granted under the Centex Corporation 2003 Equity Incentive Plan (as such plan may be amended from time to time, the “Plan”). A copy of the Plan is available to you upon request to the Law Department during the term of this Option. This Option will terminate upon the close of business on May 7, 2015, unless earlier terminated as described herein or in the Plan.

     This Award will vest at the rate of 33⅓% per year on each of March 31, 2009, March 31, 2010, and March 31, 2011.

     If for any reason you cease to be an employee of at least one of the employers in the group of employers consisting of the Company and its Affiliates (i) this Option will immediately terminate as to any unvested portion on the date of such cessation and (ii) any portion of this Option vested but not exercised by you on or before such date of cessation may be exercised after such date only as provided in the Plan.

     The Company may cancel and revoke this Option and/or replace it with a revised option at any time if the Company determines, in its good faith judgment, that this Option was granted to you in error or that this Option 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 Option shall immediately terminate. If the Company replaces this Option with a revised option, then you will have all of the benefits conferred under the revised option, effective at such time as the new option goes into effect.

     This Option is subject to the Plan, and the Plan will govern where there is any inconsistency between the Plan and this Option. The provisions of the Plan are also provisions of this Option, and all terms, provisions and definitions set forth in the Plan are incorporated in this Option and made a part of this Option for all purposes. Capitalized terms used but not defined in this Option will have the meanings assigned to such terms in the Plan. This Option 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 Option has been signed by Centex Corporation and delivered to you, and (when signed by you) has been accepted by you effective as of May 7, 2008.

ACCEPTED	CENTEX CORPORATION
	By: /s/ Timothy R. Eller
[Name]	Timothy R. Eller Chairman & Chief Executive Officer

EX-10.7

Exhibit 10.7

Performance Award
2003 Equity Incentive Plan

3-Year Performance Award – May 2008

Dear [Full Name]:

     You have been granted a Performance Award as of May 7, 2008 by Centex Corporation (the “Company”) of [number] Performance Units under the Centex Corporation 2003 Equity Incentive Plan (Amended and Restated Effective May 7, 2008) (as such plan may be amended from time to time, the “Plan”), subject to the terms and conditions of this Performance Award Agreement (this “Award” or this “Agreement”). A copy of the Plan is available to you upon request to the Law Department.

     This Award is subject to adjustment and other provisions as set forth on Exhibit A hereto (the “Terms and Conditions”). Depending on the Company’s achievement of the performance goal specified in the Terms and Conditions during the period beginning April 1, 2008 and ending March 31, 2011 (the “Performance Period”), you shall be entitled to a cash payment equal to the value of your adjusted number of Performance Units as of the last business day of the Performance Period determined under the Terms and Conditions, less deductions for taxes and withholdings required by law, except as otherwise provided herein.

     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.

     For purposes of the Plan, (a) this Award is a Qualified Performance Award (but not a Stock Award) that may be settled only in cash and (b) amounts payable hereunder (i) will not bear interest or be entitled to dividends payable on Common Stock and (ii) may not be deferred. This Award is given to you as part of your compensation, but is neither voluntary nor contributory by you. This Award is subject to the Plan in all respects, 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 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 Performance Award has been signed by the Company and delivered to you, and (when signed by you) has been accepted by you as of May 7, 2008.

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

Exhibit A to Performance Award — Terms and Conditions of Award

1. Award.

     (a) The amount that may be paid to you with respect to the Performance Units shall be based upon the Company’s achievement of the following performance goal (“Performance Goal”) over the Performance Period as determined by the Compensation and Management Development Committee of the Board of Directors of the Company (or any successor thereto) (the “Committee”): Relative Total Shareholder Return (as defined in Section 4), in accordance with the following matrix:

Relative Total Shareholder Return
Percentile Ranking
Compared to Peer Group	Level of Performance	Performance Percentage (%)
100th percentile	Maximum Payout	200%
50th percentile (median)	Target Payout	100%
25th percentile	Threshold Payout	25%
Below 25th percentile	Below Threshold	0%

NOTE 1. Below the Target Payout level (but above the Threshold Payout level) each 1% decrease in the percentile rank results in a 3% decrease in the Performance Percentage.

NOTE 2. Above the Target Payout level (and up to the Maximum Payout level) each 1% increase in the percentile rank results in a 2% increase in the Performance Percentage.

The Committee shall have the right to adjust the results of performance and/or the performance percentage on an individual or Peer Group basis, to recognize special or non-recurring situations, such as acquisitions, divestitures or mergers, stock splits or stock dividends, changes in capitalization, or other similar material circumstances affecting or with respect to the Company or any other member of the Peer Group for any years during the Performance Period, with a goal of fairly comparing the Company’s performance with the other companies in the Peer Group over the Performance Period, or for any other reason deemed necessary or appropriate by the Committee. If one or more members of the Peer Group ceases to be a publicly traded entity during the Performance Period, then that company will be removed from the Peer Group. However, none of these adjustments shall be permitted if it would result in the loss of the otherwise available exemption of the Award under Section 162(m) of the Code without the consent of the Committee. In addition, in the event of any occurrence that would result in an adjustment of shares under Section 15 of the Plan, the Committee shall cause an equitable adjustment to be made in the number of Performance Units subject to this Award.

     (b) After adjustment for forfeitures as provided in Section 2, the number of Performance Units granted to you will be adjusted based on Total Shareholder Return as provided in this Section. The adjusted number of Performance Units to which you will be entitled shall be equal to the number of Performance Units granted hereunder multiplied by the Performance Percentage set forth in Section 1(a) for the level of achievement of the performance goal. Notwithstanding the foregoing, the maximum number of Performance Units you can earn will be an aggregate of 200% of the original number granted to you (after adjustment for forfeitures), and the minimum number of Performance Units that will be awarded is zero. By way of example, assuming an initial grant of 100 Performance Units, if the Company reached the 77^th percentile in Total Shareholder Return, the performance percentage would be 200% and the adjusted number of your Performance Units would be 200 (200% x 100). If Total Shareholder Return reached the 50^th percentile, the performance percentage would be 100% and the adjusted number of your Performance Units would be 100 (100% x 100). If Total Shareholder Return reached the 24^th percentile, the performance percentage would be zero and the adjusted number of your Performance Units would be zero.

     (c) The adjusted number of Performance Units, determined as provided in Section 1(b), will be multiplied by the average of the last reported sales price per share of the Company’s common stock on the New York Stock Exchange — Composite Transactions for the thirty (30) trading days preceding April 1, 2011, the end of the performance period (unless another date is specified in Section 2). Except as provided in Section 2, payment of amounts due under

(i)

this Award shall be made to you in June 2011 (the “Payout Date”) in accordance with the provisions of Section 10(d) of the Plan. In the event of your death prior to receiving payment upon the Payout Date, any amount payable to you under the Award will be paid to your designated beneficiary or, if none, to your estate. Any amount paid in respect of this Award shall be payable solely in cash, by way of an addition to your normal paycheck (if you are then employed; otherwise, by Company check), or, at the Company’s option, by way of an addition to your account with the Company’s Stock Plan Administrator, and in no case shall this Award be payable in Common Stock or other securities of the Company. Prior to any payments under this Award, the Committee shall certify in writing, by resolution or otherwise, that the performance goals and any other material terms of the Award were in fact satisfied and the amount to be paid in respect of the Performance Units as a result of the achievement of the performance goals. The Committee shall not increase the amount payable to you to an amount that is higher than the amount payable under the formula described herein.

2. Early Termination; Change in Control.

     (a) Except as otherwise provided in this Section 2, you will forfeit this Award in all respects if you cease for any reason to be actively employed by at least one of the employers in the group of employers consisting of the Company and its Affiliates before the last day of the Performance Period.

     (b) If your employment is terminated for cause (as determined by the Committee) or as a result of your voluntary termination (other than Retirement, as defined in Section 4) before the last day of the Performance Period, this Award shall terminate in full immediately and all of your Performance Units shall be forfeited.

     (c) Except as otherwise provided in this subsection, if your employment is involuntarily terminated (other than for cause) before the last day of the Performance Period and as a result you cease to be employed by at least one of the employers in the group of employers consisting of the Company and its Affiliates, you will forfeit this Award in all respects. However, if you are awarded severance benefits under the Centex Corporation Executive Severance Policy in connection with the involuntary termination, or if the Committee otherwise so provides by policy or other approval, then if the number of months of accelerated vesting to which you are entitled upon your termination, plus the number of months that have elapsed between the beginning of the Performance Period and the effective date of the termination, would equal or exceed 36 months, then you shall be entitled to payout of this award as follows: the number of Performance Units awarded to you shall be adjusted upward or downward by the applicable Performance Percentage based on the Company’s most recent quarterly estimate of the Company’s achievement of the Performance Goal. The value of the adjusted number of Performance Units, using the Fair Market Value as of the effective date of the termination of employment, shall be paid on the earlier of the Payout Date or your Separation from Service in accordance with the provisions of Section 10(d) of the Plan; provided that your payment will be subject to the delay as set out in Section 10(e) of the Plan if you are paid on account of your Separation from Service and you are a Specified Employee on the date of your Separation from Service.

     (d) If your employment terminates before the last day of the Performance Period as a result of your death or Disability, then you shall forfeit as of the date of your termination a number of Performance Units determined by multiplying the number of Performance Units granted to you by a fraction, (x) the numerator of which is the number of whole months following the date of death or Disability to the end of the Performance Period and (y) the denominator of which is thirty-six (36). The value of your Performance Units that are not forfeited under this subsection, using the Target Payout levels and the original grant value share price, shall be paid on the earlier of the Payout Date or your Separation from Service in accordance with the provisions of Section 10(d) of the Plan; provided that your payment will be subject to the delay as set out in Section 10(e) of the Plan if you are paid on account of your Separation from Service and you are a Specified Employee on the date of your Separation from Service.

     (e) If your employment terminates before the last day of the Performance Period as a result of your Retirement, which has been approved by the Company’s Senior Vice President — Human Resources or his or her designee on or after the date you reach age 65, then you shall forfeit as of the date of your Retirement a number of Performance Units determined by multiplying the number of Performance Units granted to you by a fraction, (x) the numerator of which is the number of whole months following the date of termination to the end of the Performance Period and (y) the denominator of which is thirty-six (36). The Performance Units that are not forfeited under this subsection shall be

(ii)

adjusted upward or downward by the applicable Performance Percentage based on the Company’s most recent quarterly estimate of the Company’s achievement of the Performance Goals, and the value of the adjusted number of Performance Units, using the Fair Market Value as of the date of the Retirement, shall be paid on the earlier of the Payout Date or your Separation from Service in accordance with the provisions of Section 10(d) of the Plan; provided that your payment will be subject to the delay as set out in Section 10(e) of the Plan if you are paid on account of your Separation from Service and you are a Specified Employee on the date of your Separation from Service.

     (f) If you are an Employee Director on the date of this Award and if your employment terminates before the last day of the Performance Period as a result of your involuntary termination or Retirement, then, unless otherwise provided herein, none of your Performance Units shall be forfeited and this Award shall be paid in accordance with its terms on the Payout Date.

     (g) The Committee or its designee shall determine the number of Performance Units forfeited pursuant to the applicable subparagraph of this Section and the amount to be paid to you or your beneficiary in accordance with this Section. Except as otherwise provided in this Section 2, amounts payable hereunder will be paid on the Payout Date.

     (h) If there is a Change in Control (as defined in the Plan) during the Performance Period, you shall be deemed to have achieved the target payout level (100%) for the Performance Goal in accordance with the terms of the Plan, with the target level of your Performance Units being multiplied by the Fair Market Value of the Company’s common stock on the day immediately prior to the Change in Control. Payment of the amount due to you under this Award shall be made to you upon the Change in Control in accordance with the provisions of Section 10(d) of the Plan.

3. Miscellaneous.

     (a) You understand and acknowledge that you are one of a limited number of employees of the Company who have been selected to receive Performance Awards and that this grant is considered confidential information. You hereby covenant and agree not to disclose the award to you of this Award to any other person except (i) your immediate family and legal or financial advisors who agree to maintain the confidentiality of this Award, (ii) as required in connection with the administration of this Award and the Plan as it relates to this Award or under applicable law, or (iii) to the extent the terms of this Award had been publicly disclosed by the Company.

     (b) The Company shall be entitled to make all lawful deductions from any payment it is required to make to you under this Award in respective applicable federal, state, local or employment taxes, Social Security and Medicare.

     (c) The authority to manage and control the operation and administration of this Award shall be vested in the Committee, and the Committee shall have all powers with respect to this Award as it has with respect to the Plan. Any interpretation of this Award by the Committee and any decision made by it with respect to this Award shall be final and binding on all persons.

     (d) This Award shall be construed and interpreted to comply with Section 409A of the Code. The Company reserves the right, without your prior consent, to modify or amend this Award to the extent it reasonably determines is necessary in order to (i) preserve the intended tax consequences of the Performance Units in light of Section 409A of the Code and any regulations or other guidance promulgated thereunder, or (ii) correct, with the consent of the Committee, unintentional design errors. In addition, the Committee reserves the right, without your prior consent, to reduce the amount payable under this Award to the extent it deems necessary taking into account competitive performance and other factors. Such modifications or amendments may limit or eliminate certain rights otherwise available to you under the Plan or this Agreement. Neither the Company nor members of the Committee shall be liable for any determination or action taken or made with respect to this Award or the Performance Units granted hereunder.

     (e) Neither this Award nor your rights hereunder shall be transferable during your life other than by will, pursuant to the applicable laws of descent and distribution or as provided in your beneficiary designation form, unless otherwise provided in the Plan. None of your rights or privileges in connection with this Award shall be transferred, assigned, pledged or hypothecated by you or by any other person in any way, whether by operation of law, or otherwise,

(iii)

and shall not be subject to execution, attachment, garnishment or similar process. In the event of any such occurrence, this Award shall automatically be terminated and shall thereafter be null and void.

     (f) Nothing in this Award shall confer upon you any right to continued employment with the Company or any of its subsidiaries, or to interfere in any way with the right of the Company to terminate your employment relationship with the Company or any of its subsidiaries at any time.

     (g) If any term or provision of this Award shall at any time or to any extent be invalid, illegal or unenforceable in any respect as written, you and the Company intend for any court construing this Award to modify or limit such provision so as to render it valid and enforceable to the fullest extent allowed by law. Any such provision that is not susceptible of such reformation shall be ignored so as not to affect any other term or provision hereof, and the remainder of this Award, or the application of such term or provision to persons or circumstances other than those as to which it has held invalid, illegal or unenforceable, shall not be affected thereby and each term and provision of this Award shall be valid and enforced to the fullest extent permitted by law.

     (h) The Company’s obligation under the plan and this Award is an unsecured and unfunded promise to pay benefits that may be earned in the future. The Company shall have no obligation to set aside, earmark or invest any fund or money with which to pay its obligations under this Award. You or any successor in interest shall be and remain a general creditor of the Company in the same manner as any other creditor having a general claim from matured and unpaid compensation.

     (i) This Award shall not entitle the holder to any dividends, rights upon liquidation, voting rights or other rights of stockholders of the Company.

4. Definitions and Rules of Construction.

     (a) Definitions. The following terms have the meanings set forth below:

     “Code” means the Internal Revenue Code of 1986, as amended, and the rulings, regulations and other guidance thereunder.

     “Peer Group” means, in addition to the Company, the largest (by U.S. homebuilding revenue) eight (8) other publicly traded homebuilders at the beginning of the Performance Period. The Peer Group companies are: Lennar, DR Horton, Pulte Homes, KB Home, Hovnanian, Beazer Homes, MDC Holdings and Ryland Group.

     “Performance Period” means the three-year period beginning April 1, 2008 and ending March 31, 2011.

     “Relative Total Shareholder Return” means the Total Shareholder Return of the Company compared to the other members of the Peer Group, as determined in good faith by the Committee.

     “Total Shareholder Return” means the appreciation in the price of the Company’s Common Stock, including dividends (as if reinvested), cumulatively over the Performance Period, as determined in good faith by the Committee. Total Shareholder Return for the Company and the Peer Group shall be calculated using the average of the last reported sales price per share of voting common stock on the New York Stock Exchange — Composite Transactions (or such other comparable securities exchange or trading market as the common stock of the Company or the applicable Peer Group company shall then be traded) for the last thirty (30) trading days preceding April 1, 2008, and for the last thirty (30) trading days preceding April 1, 2011.

     (b) Rules of Construction. All references to Sections refer to sections in this Agreement. The titles to sections of this Agreement are for convenience of reference only and, in the case of conflict, the text of this Agreement, rather than the titles, shall control.

(iv)

CENTEX CORPORATION 2003 EQUITY INCENTIVE PLAN

LONG-TERM PERFORMANCE AWARD

BENEFICIARY DESIGNATION FORM

Participant’s Name:

Social Security Number:

This Beneficiary Designation (this “Beneficiary Designation”) is subject to all of the terms and conditions of the Centex Corporation 2003 Equity Incentive Plan (as amended and restated) (the “Plan”) and the 3-Year Performance Award — May 2008 granted to me by Centex Corporation (the “Company”) with an effective date of May 7, 2008 (the “Performance Award”).

By signing this Beneficiary Designation, I hereby declare that upon my death the following individual(s) (my “Beneficiary(ies)”) shall be entitled to receive the stated percentage of any amount that may be payable with respect to me following my death under the Performance Award:

Full Name of Designated Beneficiary	Relationship to You	Social Security/Tax ID Number		Percentage
Address		Birth Date (MM/DD/YYYY)	Sex
Full Name of Designated Beneficiary	Relationship to You	Social Security/Tax ID Number		Percentage
Address		Birth Date (MM/DD/YYYY)	Sex
				Total: 100%

I understand that if no Beneficiary is designated then, in the event of my death, the amount payable under the Performance Award will be made to my estate. If my sole Beneficiary dies, or if any of my other designated Beneficiaries die prior to the payment of all of the amounts payable under the Performance Award, then payment of such deceased Beneficiary’s stated percentage will be made to such deceased Beneficiary’s estate.

I further understand that all prior beneficiary designations for the Performance Award are hereby revoked and that this Beneficiary Designation may only be revoked in writing on a form provided by the Company on behalf of the Committee, signed by me (and witnessed) and received by the Committee. The foregoing Beneficiary Designation shall remain in effect until such time as I file another such designation with the Company bearing a more recent date except to the extent otherwise required by law.

Signature	Witness
Date of signature

(v)

EX-10.8

Exhibit 10.8

AWARD AGREEMENT

     This Award Agreement (“Agreement”) is made as of May ___, 2008 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”) or 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 2009.

     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 2009 is $15 million. Attached hereto is a chart that describes the performance goal or goals for the cash incentive bonus applicable to this Agreement, depending on what level(s) of the performance goal(s) is or are achieved during fiscal year 2009. The Corporation acknowledges that the operating results of Centex Corporation and its subsidiaries during fiscal year 2009 are substantially uncertain, and, accordingly, it is substantially uncertain whether the performance goal(s) will be satisfied during fiscal year 2009.

     Payment of an Award will be made to the Participant following the conclusion of fiscal year 2009, 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 attached chart taking into account such factors as the Committee shall determine to be appropriate. 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: