EMPLOYEE NON-QUALIFIED STOCK OPTION PLAN

This 1998 Centex Corporation Employee Non-Qualified Stock Option Plan (the “ Plan ”) is intended as an employment incentive to retain in the employ of Centex Corporation (the “ Company ”), and any Affiliate (including any entity that becomes an Affiliate), persons of training, experience and ability, to attract new employees whose services are considered valuable, to encourage the sense of proprietorship of such persons, and to stimulate the active interest of such persons in the development and financial success of the Company.  For purposes of the Plan, “ Affiliate ” shall mean any direct or indirect subsidiary or parent of the Company and any partnership, joint venture, limited liability company or other business venture or entity in which the Company owns at least 50% of the ownership interest in such entity, as determined by the Committee in its sole and absolute discretion (such determination by the Committee to be conclusively established by the grant of options by the Committee to an officer or employee of such an entity); provided, however, that such entity shall be considered an Affiliate only if it would be aggregated and treated as a single employer with the Company under Section 414(b) of the Internal Revenue Code (the “ Code ”) (controlled group of corporations) or Section 414(c) of the Code (group of trades or businesses under common control), as applicable, but in applying such Sections of the Code, an ownership threshold of 50% shall be used as a substitute for the 80% minimum ownership threshold that appears in, and otherwise must be used when applying, the applicable provisions of (a) Section 1563 of the Code and the regulations thereunder for determining a controlled group of corporations under Section 414(b) of the Code, and (b) Treasury Regulation Section 1.414(c)-2 for determining the trades or businesses that are under common control under Section 414(c) of the Code.  It is further intended each option granted pursuant to the Plan (herein, an “ Option ”) shall constitute non-qualified stock options within the meaning of Section 83 of the Code.  Options granted hereunder are intended to be exempt from the requirements of Section 409A of the Code, and the Plan shall be interpreted and administered in a manner consistent with that intent.

The Board of Directors shall appoint and maintain a Compensation and Stock Option Committee (hereinafter called the “ Committee ”) of the Board of Directors to administer the Plan.  Subject to the terms and conditions of the Plan, the Committee shall have full power and authority to designate persons to whom Options will be granted, to determine the terms and provisions of respective option agreements (which need not be identical), and to interpret the provisions and supervise the administration of the Plan.  The Committee shall have the authority, exercisable in its sole discretion, to grant Options containing such terms and conditions, consistent with the provisions of the Plan, as the Committee shall determine.

The persons eligible for participation in the Plan as recipients of Options shall include all employees of the Company or of any Affiliate, including employees of any entity that becomes an Affiliate after the date that the Plan is adopted, other than any of the following persons (herein, an “ Ineligible Person ”):

(a)      any person who is an executive officer, as defined by Rule 3b-7 promulgated under the Securities Exchange Act of 1934, as amended, or director of the Company;

(b)      any “officer” of the Company as defined by Rule 16a-1(f) promulgated under the Securities Exchange Act of 1934, as amended; or

(c)      any “covered employee” of the Company as defined by Section 162(m)(3) of the Code.

Each Option granted hereunder shall be evidenced by an agreement between the Company and the Optionee, which shall contain such terms and conditions as the Committee shall determine in its sole and absolute discretion.  Any person who has been granted an Option hereunder (herein, an “ Optionee ”) may be granted an additional Option or Options, if the Committee shall so determine.  Participation in the Plan shall not preclude an Optionee from participating in any other stock option, benefit, bonus, or other compensation plan which the Company or any Affiliate has adopted, or may, from time to time, adopt for the benefit of its employees.

Subject to any adjustment provided in Paragraph 9 hereof, a total of 5,500,000 shares of common stock, $0.25 par value, of the Company (the “ Stock ”) shall be subject to the Plan.  As of March 31, 2006, the number of shares available for Option issuance is 96,552.  The shares of Stock subject to the Plan shall consist of unissued shares or previously issued shares reacquired and held by the Company, or any Affiliate, and such amount of shares shall be and hereby is reserved for delivery under the Plan.  Any of such shares which may remain unsold and which are not subject to outstanding Options at the termination of the Plan shall cease to be reserved for the purpose of the Plan, but until termination of the Plan the Company shall at all times reserve a sufficient number of shares of Stock to meet the requirements of the Plan.  Should any Option expire or be canceled prior to its exercise or relinquishment in full, the shares theretofore subject to such Option may again be subjected to an Option under the Plan.  If the purchase price or tax withholding is permitted to be satisfied by the tender or withholding of shares of Stock to the Company (by either actual delivery or attestation), the number of shares of Stock tendered or withheld shall be eligible for reissuance under the Plan.

(a)      The purchase price of each share placed under option pursuant to the Plan (a “ Share ”) shall be determined by the Committee, but in no event shall be less than 100% of the Fair Market Value of such Share on the date the Option is granted.  If an Option is granted as part of an Optionee’s compensation package at the commencement of an Optionee’s employment by the Company or an Affiliate, the Option shall be deemed to have been granted on the date of commencement of such Optionee’s employment by the Company or any Affiliate (the “ Commencement Date ”) and the purchase price of a Share shall be equal to the Fair Market Value of such Share on the Commencement Date, so long as such Option is not granted more than ninety (90) days following the Commencement Date.  Notwithstanding the foregoing, to the extent that the grant date and purchase price of an Option that is granted as part of an Optionee’s compensation package must be determined in a different manner in order to be exempt from Section 409A of the Code, the requirements of Section 409A of the Code and the Treasury Regulations and other guidance thereunder shall control.

(b)      “ Fair Market Value ” of a share of Stock means, as of a particular date, (i)(A) if the Stock is listed on a national securities exchange, the closing price per share of such Stock, as reported on the consolidated transaction reporting system for the New York Stock Exchange or such other national securities exchange on which the Stock is listed that is at the applicable time the principal market for the Stock, or any other source selected by the Committee, or, if there shall have been no such sales so reported on that date, on the last preceding date on which such a sale was so reported, (B) if the Stock is not so listed, the mean between the closing bid and asked price of the Stock on that date, or, if there are no quotations available for such date, on the last preceding date on which such a quotation was reported, as reported on a recognized quotation system selected by the Committee, or, if not so reported, then as reported by The Pink Sheets LLC (or a similar organization or agency succeeding to its functions of reporting prices), or (C) at the discretion of the Committee, the value of Stock determined in good faith by the Committee, or (ii) if applicable, the price per share as determined in accordance with the procedures of a third party administrator retained by the Company

to administer the Plan.  Any determination of Fair Market Value shall be consistent with Section 409A of the Code and the Treasury Regulations and other guidance thereunder.

The Options granted under the Plan shall be for any term set by the Committee, but not more than ten (10) years from the date of granting of each Option.  All rights to exercise an Option shall terminate within three (3) months after the date the Optionee ceases to be an employee of the Company or any Affiliate, except that

(a)      the Committee, in its discretion, may provide in new option grants or amend outstanding Options to provide an extended period of time during which an Optionee can exercise an Option up to the maximum permissible period which such Optionee’s Option would have been exercisable in the absence of the Optionee ceasing to be an employee of the Company or an Affiliate but only to the extent such extension does not result in a modification of the Option for purposes of Section 409A of the Code; !

(b)      if an Optionee ceases to be employed by the Company or an Affiliate by reason of such Optionee’s death, all rights to exercise such Option shall terminate fifteen (15) months after such death; and

(c)      if the Optionee is terminated for cause, as determined by the Committee in its sole and absolute discretion, any Option granted to such Optionee hereunder shall terminate on the date of such termination.

(d)      Attached hereto are resolutions adopted by the Compensation and Management Development Committee of the Board of Directors of the Company, now the “Committee”, relating to vesting and exercise, which shall apply only to Options granted prior to April 1, 2006.

(a)      Any Option granted hereunder shall be exercisable from time to time under the terms specified in the Plan, by the Committee, or in the agreement relating to the grant of such Option.

(b)      Each exercise of an Option or a portion of an Option shall be evidenced by a notice in writing by or on behalf of the Optionee to the Company, stating the number of shares with respect to which the Option is being exercised.

(c)      Options may be exercised solely by the Optionee or a Permitted Transferee (hereafter defined).

(d)      The purchase price of the Shares for which an Option is exercised must be paid prior to