Summary of Outside Director Compensation

As of October 8, 2008, taking into account changes made by the Board of Directors of Centex Corporation (the “Corporation”) effective on that date, each outside director will receive the following compensation for his or her services:

         ●     The compensation package consists of annual compensation having a value of $265,000.  No separate meeting fees will be payable for attending board and committee meetings.

$65,000 of the annual compensation amount will be paid in the form of cash, payable in monthly installments.

$100,000 of the annual compensation amount will be paid in the form of restricted stock units, to be awarded at the beginning of the Board year commencing immediately after the annual meeting of stockholders (with a grant date delayed, if applicable, until after publication of quarterly earnings in accordance with the Corporation’s grants and equity awards policy).  The number of units awarded will be based on the market price of the Corporation’s common stock on the date of grant. Restricted stock units will vest 100% on the date of grant, but shares of the Corporation’s common stock will not be distributed (and cannot be transferred) until the third anniversary of the date of grant.  If a director leaves the Board for any reason (other than for cause, as determined by the Board) before the distribution date, the award will continue in effect and distribution of the Corporation’s common stock will be made on the distribution date.  If a director is removed for cause, the restricted stock units will be forfeited.  The restricted stock units will not have a deferral feature, so there will be no deferral of the distribution date beyond the third anniversary of the grant date.  Dividends in the form of additional restricted stock units (if awarded on the underlying common stock) will accrue from the date of grant until the distribution date, and will be paid to the directors on the distribution date.  These restricted stock unit awards will be m