FIRST AMENDMENT TO THE
FORESTAR REAL ESTATE GROUP INC.
DIRECTORS’ FEE DEFERRAL PLAN
This First Amendment (this “ First Amendment ”) to the Forestar Real Estate Group Inc. Directors’ Fee
Deferral Plan (as amended, the “ Plan ”) is made by Forestar Group Inc. (f/k/a Forestar Real Estate Group
Inc.), a Delaware corporation (the “ Company ”), pursuant to the authorization of the Board of Directors of the
Company (the “ Board ”). Capitalized terms used but not defined herein shall have the meanings given to them in
WHEREAS , the Board deems it to be in the Company’s best interest to amend the Plan to provide that the
form of payment with respect to Restricted Stock Units will be determined by the Board in its discretion and will
be in the form of either shares of Common Stock or cash (or a combination thereof);
WHEREAS , Section 6.1 of the Plan authorizes the Board to amend the Plan;
WHEREAS , because Restricted Stock Units and any shares of Common Stock paid with respect to
Restricted Stock Units will be issued under the Stock Plan, which has been approved by the stockholders of the
Company, this First Amendment need not be approved by the stockholders of the Company under the rules of
New York Stock Exchange.
NOW, THEREFORE , pursuant to the authority granted to the Board in Section 6.1 of the Plan, the Plan is
hereby amended as follows:
1. The title of the Plan shall be revised to reflect the name change of the Company by deleting the original title
and replacing it with the following: “FORESTAR GROUP INC. DIRECTORS’ FEE DEFERRAL PLAN”.
2. Each of Section 1.9, 1.18 and 1.21 of the Plan is hereby amended by deleting the reference therein to
3. Section 1.21 of the Plan is hereby amended by adding the following after the reference therein to “Board”:
“, as each is amended from time to time”.
4. Section 4.2 of the Plan is hereby amended by: (a) adding a reference to “(a)” immediately following th