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AMENDMENT NO. 2
SAR AGREEMENT FOR EMPLOYEE DIRECTORS
TEXAS INDUSTRIES, INC. 2003 SHARE APPRECIATION RIGHTS AGREEMENT
This Amendment No. 2, dated July 11, 2007, but effective only as of December 31, 2007 with respect to the portion of the
SAR Agreement which remains in effect on that date, amends the SAR Agreement For Employee Directors Under Texas
Industries, Inc. 2003 Share Appreciation Rights Plan dated June 1, 2004 (as heretofore amended, the "SAR Agreement"), of
Mel G. Brekhus ("Grantee").
WHEREAS, the Company and the Grantee wish to amend the SAR Agreement to defer the payment of the Net
Appreciation arising from the exercise of the SAR Agreement, but only where such exercise occurs after 2007;
WHEREAS, the Company and the Grantee wish to defer the payment of the Net Appreciation arising out of the exercise of
the SAR Agreement after 2007 until the date of Grantee's cessation of service for the Company (and for such period thereafter
as shall be required by Section 409A of the Internal Revenue Code of 1986, as amended);
WHEREAS, in order to carry out the intentions of the parties, the Company and the Grantee have agreed to amend the SAR
effective as of 11:59 pm on December 31, 2007; and
WHEREAS, the Company and the Grantee understand and agree that only the portion of the SAR Agreement that is not
exercised on or before 11:59 pm on December 31, 2007 will be subject to the provisions set forth in this Amendment.
NOW THEREFORE, the SAR Agreement is amended, effective 11:59 pm on December 31, 2007 as follows:
1. ARTICLE III of the SAR Agreement is amended by deleting subsection (b) in its entirety.
2. A new ARTICLE VIII is added to the SAR Agreement as follows:
Payment of Net Appreciation
(a) Without limitation, the Net Appreciation will be determined on the Exercise Date.