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 16, 2006 (May 10, 2006)

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
(Address of principal executive offices) 75201
(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
EXHIBIT INDEX
Form of Stock Option Award for 2001 Stock Plan
Form of Restricted Stock Agreement for 2003 Equity Incentive Plan
Form of Stock Unit Award Agreement for Long Term Incentive Plan
Form of Deferred Cash Award Agreement for Executive Deferred Compensation Plan
Form of Award Agreement for Incentive Compensation
Summary of Outside Director Compensation

Item 1.01. Entry into a Material Definitive Agreement.

     On May 11, 2006, the Board of Directors of Centex Corporation, a Nevada corporation (the “Corporation”), ratified and approved the following actions taken on May 10, 2006 by the Compensation and Management Development Committee (the “Compensation Committee”) of the Board of Directors with regard to (i) the compensation to be paid for fiscal year 2006 and fiscal year 2007 to the persons (the “Named Executive Officers”) who are expected to be listed as named executive officers (as defined in Item 402(a)(3) of Regulation S-K) in the Summary Compensation Table set forth in the Proxy Statement for the Corporation’s 2006 Annual Meeting of Stockholders, (ii) certain amendments to the Corporation’s equity compensation plans and (iii) the compensation to be paid to the members of the Board of Directors of the Corporation for the board service year commencing in July 2006.

     Annual Incentive (Short-Term) Compensation Earned in Fiscal 2006. The Compensation Committee confirmed the amount of short-term incentive compensation awards earned during the fiscal year ended March 31, 2006 by the Named Executive Officers under the stockholder-approved Centex Corporation 2003 Annual Incentive Compensation Plan (the “Incentive Compensation Plan”). The bonus awards were earned based on the achievement of performance goals established by the Compensation Committee in the first quarter of fiscal 2006. At its May 10, 2006 meeting, the Compensation Committee reviewed the performance of the Corporation for the fiscal year ended March 31, 2006, certified that 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 Compensation Committee did, however, exercise its discretion to set the amounts of the short-term incentive compensation awards for certain of the Named Executive Officers below the maximum amounts provided for under the previously-established performance-based formulas. 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 ($10,633,500); Leldon E. Echols, Executive Vice President and Chief Financial Officer ($2,728,000); Andrew J. Hannigan, Co-President and Co-Chief Operating Officer of Centex Homes ($8,132,785); Robert S. Stewart, Senior Vice President — Strategy and Corporate Development ($1,497,000); and Jonathan R. Wheeler, Senior Vice President — Organization Development ($1,480,000). These amounts will be paid to the Named Executive Officers during May 2006.

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     Long-Term Incentive Compensation Earned in Fiscal 2006. 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 2006 with respect to fiscal year 2006 for the Named Executive Officers under the Corporation’s stockholder-approved compensation plans. The awards were granted based on the achievement of the previously-established performance goals. At its May 10, 2006 meeting, the Compensation Committee reviewed the performance of the Corporation for the fiscal year ended March 31, 2006, certified that the applicable performance goals had been 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 in the form of stock options, restricted stock (which, in the case of Mr. Hannigan, 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 Compensation Committee did, however, exercise its discretion to set the amounts of the long-term incentive compensation awards for certain of the Named Executive Officers below the maximum amounts provided for under the performance-based formulas established in the first quarter of fiscal year 2006.

     The nature and amounts of the long-term incentive compensation awards for the Named Executive Officers for fiscal 2006 are as follows:

Recipient	Long-Term Incentive Compensation
	Stock Options		Restricted Stock		Deferred Cash
Timothy R. Eller		264,778		39,022	$	3,190,059
Leldon E. Echols		—		10,011	$	2,182,400
Andrew J. Hannigan		202,509		29,845	$	2,439,852
Robert S. Stewart		37,275		5,493	$	449,149
Jonathan R. Wheeler		36,852		5,431	$	444,022

     The awards to Mr. Echols, who is anticipated to leave the Corporation on June 30, 2006, were made pursuant to an agreement entered into in the fourth quarter of fiscal 2006. In light of this agreement, Mr. Echols received deferred cash in lieu of stock options.

     The options, restricted stock, stock units and deferred cash awards vest in installments of one-third of the total amount awarded on each of March 31, 2007, March 31, 2008, and March 31, 2009. The vesting provisions applicable to restricted stock and deferred cash awards granted to Mr. Echols are subject to certain provisions set

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forth in the Agreement dated as of February 23, 2006 entered into in connection with the termination of Mr. Echol’s employment on June 30, 2006, a copy of which is attached as Exhibit 10.1 to the Corporation’s Current Report on Form 8-K dated February 24, 2006. The grant of options was made pursuant to the terms of the Amended and Restated Centex Corporation 2001 Stock Plan (the “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 Corporation’s Annual Report on Form 10-K for the year ended March 31, 2005 (the “2005 Form 10-K”) and is incorporated herein by reference. A copy of the form of stock option award agreement is being filed as Exhibit 10.1 to this Report.

     The grant of restricted stock was made pursuant to the terms of the Amended and Restated Centex Corporation 2003 Equity Incentive Plan (the “2003 Equity Incentive Plan”) and the terms of restricted stock award agreements. A copy of the 2003 Equity Incentive Plan previously was filed as Exhibit 10.6 to the 2005 Form 10-K and is incorporated herein by reference. A copy of the form of restricted stock award agreement is being filed as Exhibit 10.2 to this Report. The grant of stock units was made pursuant to the terms of the Amended and Restated Centex Corporation Long Term Incentive Plan (the “Long Term Incentive Plan”) and the terms of stock unit award agreements. A copy of the Long Term Incentive Plan previously was filed as Exhibit 10.4 to the 2005 Form 10-K and is incorporated herein by reference. A copy of the form of stock unit award agreement is being filed as Exhibit 10.3 to this Report.

     The award of deferred cash was made pursuant to the Centex Corporation Executive Deferred Compensation Plan (the “Deferred Compensation Plan”) previously filed as Exhibit 10.9 to the 2005 Form 10-K and is incorporated herein by reference. A copy of the form of deferred cash award agreement is being filed as Exhibit 10.4 to this Report.

     Fiscal 2007 Base Salary Increases. The Compensation Committee and the Board approved increases of the base salaries for the Named Executive Officers, effective as of April 1, 2006, which ranged from zero to 4.8%.

     Incentive Compensation to be Earned in Fiscal 2007. The Compensation Committee approved performance-based formulas for determining the amounts of short-term and long-term incentive compensation to be paid to each of the Named Executive Officers (other than Mr. Echols, who will be leaving) for fiscal year 2007 under the Incentive Compensation Plan and the 2003 Equity Incentive Plan. Individual performance goals for short-

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term and long-term incentive compensation for fiscal 2007 for all the Named Executive Officers (other than Mr. Hannigan) relate to net earnings growth and pre-tax margin improvement. An additional individual performance goal for long-term incentive compensation for such Named Executive Officers is return on stockholders’ equity. Mr. Hannigan’s individual performance goals for short- and long-term incentive compensation for fiscal 2007 relate to homebuilding revenues, homebuilding operating margin and customer satisfaction, as well as one other performance goal (a business process measure) involving confidential business information relating to the Corporation’s homebuilding business. The Corporation will enter into an award agreement with each of the Named Executive Officers with respect to the incentive compensation to be paid to such individuals for fiscal year 2007. If the performance goals are met, payments on the awards will be in one or more of cash and long-term awards, including any one or more of stock options, restricted stock, stock units and deferred cash, as determined by the Committee. The deferred cash component of the fiscal 2007 long-term awards is subject to adjustment by up to 50% (upward or downward) depending on the Corporation’s earnings per share growth as of the end of the 2007 fiscal year in comparison to growth in earnings per share achieved by the other 8 largest home building companies (based on revenues). A copy of the form of award agreement is being filed as Exhibit 10.5 to this Report.

     Amendment of Equity Plans to Eliminate Vested Retirement. 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 Centex Corporation 2001 Stock Plan, the Amended and Restated Centex Corporation 2003 Equity Incentive Plan, the Amended and Restated Centex Corporation Long Term Incentive Plan, and the Centex Corporation Executive Deferred Compensation Plan, which provide that awards made after April 1, 2006 under such plans are not eligible for the “Vested Retirement” provisions of such plans. Prior to the amendments, the equity awards held by otherwise eligible employees were entitled to accelerated vesting (and, in certain cases, extended exercisability) upon voluntary retirement if the person was at the time of retirement age 55 or older, had 10 or more years of service, and the sum of the age and years of service equaled or exceeded 70. 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 fiscal year ending March 31, 2006.

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     Other Compensation Information. Additional information concerning the compensation paid to the Named Executive Officers for fiscal 2006 will be included in the Proxy Statement for the Corporation’s 2006 Annual Meeting of Stockholders, which is expected to be filed with the Securities and Exchange Commission in June 2006.

     Outside Directors Compensation. On May 10, 2006, the Corporate Governance and Nominating Committee of the Board of Directors of the Corporation approved the compensation arrangements for the next board service year for each of the Corporation’s outside directors, including committee chairs and the lead director. On May 11, 2006, the Board of Directors ratified and approved the compensation arrangements. Beginning with the first meeting of the Board of Directors following the 2006 Annual Meeting of Stockholders to be held in July 2006, 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 10.6 to this Report. Director stock option awards for the current board service year will be awarded in July 2006 (instead of May 2006, as previously announced) in order to better correspond to the period of board service (i.e., July to July of each year).

Item 9.01. Financial Statements and Exhibits.

     The following exhibits are filed with this Report.

Exhibit
Number	Description
10.1	Form of stock option award for 2001 Stock Plan
10.2	Form of restricted stock agreement for 2003 Equity Incentive Plan
10.3	Form of stock unit award agreement for Long Term Incentive Plan
10.4	Form of deferred cash award agreement for Executive Deferred Compensation Plan
10.5	Form of award agreement for incentive compensation
10.6	Summary of Outside Director Compensation

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SIGNATURES

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

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

Date: May 16, 2006

EXHIBIT INDEX

Exhibit
Number	Description
10.1	Form of stock option award for 2001 Stock Plan
10.2	Form of restricted stock agreement for 2003 Equity Incentive Plan
10.3	Form of stock unit award agreement for Long Term Incentive Plan
10.4	Form of deferred cash award agreement for Executive Deferred Compensation Plan
10.5	Form of award agreement for incentive compensation
10.6	Summary of Outside Director Compensation

EX-10.1

Exhibit No. 10.1

Stock Option Agreement (Sr. Mgmt.)
2001 Plan

FY 2006 Award

Dear ___:

     Effective May ___, 2006 you have been granted a Non-qualified Option to purchase up to ___ shares of the common stock, par value $.25 per share, of Centex Corporation (the “Company”) for $  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 ___, 2013, unless earlier terminated as described herein or in the Plan.

     This Award will vest at the rate of 33 1/3% per year on each of March 31, 2007, March 31, 2008, and March 31, 2009.

     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 has been signed in duplicate by Centex Corporation and delivered to you, and (when you sign below) has been accepted by you effective as of May ___, 2006.

ACCEPTED	CENTEX CORPORATION
as of May ___, 2006
[Name]	[Name]
	[Title]

EX-10.2

Exhibit No. 10.2

Employee Restricted Stock
2003 Plan

FY 2006 Award

Dear ___:

     Effective May ___, 2006 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 33 1/3% per year in each of March 31, 2007, March 31, 2008, and March 31, 2009. The amounts and dates are shown below:

___shares on 03/31/2007 ___shares on 03/31/2008 ___shares on 03/31/2009

     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 in the event of your death or permanent disability. 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 ___, 2006.

ACCEPTED	CENTEX CORPORATION
as of May ___, 2006
[Name]	[Name]
	[Title]

EX-10.3

Exhibit No. 10.3

LTIP Stock Units

FY 2006 Award

Dear ___:

     You have been granted an Award as of May ___, 2006 of ___units of Deferred Stock under the Centex Corporation Long Term Incentive Plan (as such plan may be amended from time to time, the “Plan”), giving you the right to receive a Payout of an equivalent number of Shares of the common stock of Centex Corporation (the “Company”) on May ___, 2013, provided you are still employed by the Company or an Affiliate. This Award will vest at the rate of 33-1/3% per year on each of March 31, 2007, March 31, 2008 and March 31, 2009. The amounts and dates are shown below:

___shares on 03/31/2007 ___shares on 03/31/2008 ___shares on 03/31/2009

     As described in the Plan, under certain circumstances an early Payout may occur. For example, if you so elect in the form and manner prescribed by the Administrator, Payout will occur when each portion of the Award vests, subject to your subsequent revocation of the timing of Payout and substitution of a new Payout election during any subsequent calendar year. Conversely, if for any other reason you cease to be employed by the Company or any of its Affiliates, in most cases you will forfeit any portion of this Award that has not vested as of your Termination Date and, unless discharged for cause, you will receive a Payout of the then vested portion of this Award, as provided in the Plan.

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

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

     This Award has been signed in duplicate by Centex Corporation and delivered to you, and (when you sign below) has been accepted by you effective as of May ___, 2006.

ACCEPTED	CENTEX CORPORATION
as of May ___, 2006
[Name]	[Name]
	[Title]

EX-10.4

Exhibit No. 10.4

CENTEX CORPORATION
EXECUTIVE DEFERRED COMPENSATION PLAN

DEFERRED COMPENSATION AGREEMENT
May ___, 2006 Award

          This Deferred Compensation Agreement (“Agreement”) is entered into as of May ___, 2006, by and between ___(the “Participant”) and Centex Corporation (the “Company”).

          WHEREAS, the Company has established the Centex Corporation Executive Deferred Compensation Plan (which, as amended from time to time, is referred to in this Agreement as the “Plan”), the purpose of which is to permit Eligible Employees the option to defer receipt of cash compensation; and

          WHEREAS, the Plan’s Committee has determined that the Participant should receive an award of non-qualified deferred cash compensation as more fully described herein (“Deferred Cash Compensation”), subject to the terms and conditions of this Agreement.

          NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained, the Participant and the Company agree as follows:

SECTION 1. The Plan.

          The Plan is incorporated by reference and made a part of this Agreement for all purposes. This Agreement and the Plan shall govern the rights of the Participant and the Company with respect to the award of Deferred Cash Compensation described below. In the event of any conflict between this Agreement and the Plan, this Agreement will control. All capitalized terms used herein, unless otherwise defined, have the meaning ascribed to such terms in the Plan.

SECTION 2. Amount of Award.

          The Participant is hereby awarded Deferred Cash Compensation from the Company in the amount of $___in accordance with the terms of this Agreement and the Plan. The Deferred Cash Compensation shall vest as provided in this Agreement.

SECTION 3. Terms of Award.

     3.1. Account. The Committee shall cause an Account to be kept in the name of the Participant (or, in the event of the Participant’s death, his or her Beneficiary) which shall reflect the amount awarded pursuant to Section 2 on the effective date of this Agreement and the value of any portion of the Deferred Cash Compensation that has vested pursuant to Section 3.4 that is payable to the Participant or Beneficiary under the Plan. The obligation to pay to the Participant the Deferred Cash Compensation, with the interest provided for in this Agreement, shall be carried on the books of the Company as an unsecured debt in an Account.

          The Participant acknowledges and agrees that nothing in this Agreement shall be deemed to create a trust of any nature or kind or create any fiduciary relationship. Neither the Participant, his or her estate or personal representative(s), nor his or her Beneficiary shall have any right, title or interest in or to any funds in the Account, which is established by the Company merely for the purpose of

recording such unsecured contractual obligation. Until and except to the extent that Deferred Cash Compensation hereunder is vested or paid to the Participant or his or her Beneficiary, the interest of the Participant or the Beneficiary is contingent only and is subject to forfeiture as provided in Section 3.4 below. All funds in the Account, if any, shall continue to be part of the general funds of the Company, and title to and beneficial ownership of any assets, whether cash or investments, which the Company may, in its sole discretion, set aside or earmark to meet its obligations hereunder shall at all times remain in the Company until paid to the Participant. Neither the Participant nor any Beneficiary shall under any circumstances acquire any property interest in any specific assets of the Company.

     3.2. Beneficiary. The Participant may designate a Beneficiary in accordance with the Plan.

     3.3. Interest. The Deferred Cash Compensation shall be credited with interest, compounded monthly, as of May 31, 2006 and each month thereafter until the Deferred Cash Compensation, as well as any interest earned and credited to the Account, shall have been distributed in accordance with the Plan and this Agreement. Appropriate pro-ration shall be made for part year interest credits. The rate of interest credited from time to time pursuant to this paragraph shall be the Weighted Average Cost of Funds in effect as of the date of such credit.

     3.4. Vesting. The Participant’s contingent right to receive the Deferred Cash Compensation (and any interest accrued thereto) shall vest on the dates and in the percentages described below. Other than as provided in the Plan, the Participant must be an Employee of the Company in good standing as of the applicable vesting date. The foregoing to the contrary notwithstanding, the Participant shall be fully vested in all amounts in his or her Account, regardless of the vesting schedule below or his or her standing with the Company, as of the date of his or her termination of employment due to his or her death or Disability (or as he or she may otherwise be entitled under the Plan).

          The Deferred Cash Compensation shall vest in installments such that it is fully vested as of March 31, 2009, as follows:

	Vesting Percentage of
Vesting Dates	Deferred Cash Compensation
March 31, 2007		33.33	%
March 31, 2008		33.33	%
March 31, 2009		33.34	%
		100.00	%

     3.5. Timing and Form of Distribution. If the Participant timely elected and returned to the Company a properly completed election form, as prescribed by the Committee (an “Election Form”), the Participant’s vested Deferred Cash Compensation shall be distributed pursuant to the Election Form, subject to such terms and conditions set forth in such form. If the Participant failed to timely elect and return or properly complete an Election Form, the Participant’s Deferred Cash Compensation (and any interest credited thereto) will be distributed in a lump sum in cash, to the extent vested, on or as soon as administratively practicable after the first to occur of (i) the date of the Participant’s termination of employment for any reason or (ii) December 31st, 2013 (the 7th year after the year in which this Agreement is entered into by the Company and the Participant). The foregoing notwithstanding, if the Participant is a “key employee” for purposes of Section 409A of the Internal Revenue Code (“Section 409A”), payment of his or her Deferred Cash Compensation (and any interest credited thereto) due to termination of employment for any reason (other than death) will be delayed until at least six months after such Participant’s termination date.

          The Participant agrees that the Deferred Cash Compensation will be paid out only to the extent that it has vested in accordance with this Agreement and the Plan. Any unvested portion of the Deferred Cash Compensation shall be forfeited and terminate automatically upon termination of employment of the Participant for any reason (other than death or Disability as described in Section 3.4 above), unless otherwise provided in the Plan.

     3.6. Tax Withholding. The Participant agrees that the Company may take whatever steps the Company, in its sole discretion, deems appropriate or necessary to satisfy the Company’s state and federal income tax, social security, Medicare, and other tax withholding obligations arising out of the award.

SECTION 4. General Provisions.

     4.1. This Agreement and the Plan express the entire agreement of the parties as to the Deferred Cash Compensation Award described herein, and all promises, representations, understandings, arrangements and prior agreements are merged herein and superseded hereby. The foregoing notwithstanding, this Agreement shall be interpreted, and such Deferred Cash Compensation shall in all events be deferred and paid, in a manner consistent with Section 409A. The Company reserves the right, exercisable in its sole discretion, to amend the Plan, this Agreement and the Participant’s Election Form (without Participant’s consent) in order to accomplish such result.

     4.2. If any of the provisions of this Agreement should be held to be invalid, the remainder of this Agreement shall not be affected thereby.

     4.3. This Agreement and the Plan shall be governed by and construed in accordance with ERISA, and to the extent not preempted thereby, the laws of the State of Texas.

          IN WITNESS WHEREOF, the Company and the Participant have executed this Agreement as of the day and year first written above.

PARTICIPANT
CENTEX CORPORATION
By:
	Date of Signature

EX-10.5

Exhibit No. 10.5

AWARD AGREEMENT

     This Award Agreement (“Agreement”) is made as of May ___, 2006 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 2007.

     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 2007 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 2007 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 plans of the Corporation. Attached hereto is a chart that describes the 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 2007, and the mix of short and long-term vehicles that will be used for the Award. The Corporation acknowledges that the operating results of Centex Corporation and its subsidiaries during fiscal year 2007 are substantially uncertain, and, accordingly, it is substantially uncertain whether the performance goal(s) will be satisfied during fiscal year 2007.

     Payment of an Award will be made to the Participant following the conclusion of fiscal year 2007, 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:

EX-10.6

Exhibit No. 10.6

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. The number of shares awarded will be based on the market price of the common stock on the date of grant. 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 July after the board service 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 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 $20,000, payable in monthly installments.

    ·    The lead director will receive additional compensation of $35,000, 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 and travel benefits.