3-Year Performance Award May 2008

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%

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

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

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,

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.

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