S-8

As filed with the Securities and Exchange Commission on August 31, 2001

Registration Nos. 333-_______; 333-____-01; and 333-_____-02

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933

CENTEX CORPORATION (Exact name of registrant as specified in its charter)	3333 HOLDING CORPORATION and CENTEX DEVELOPMENT COMPANY, L.P. (Exact name of registrants as specified in their charters)
Nevada (State or other jurisdiction of incorporation or organization)	Nevada and Delaware, respectively (State or other jurisdiction of incorporation or organization)
75-0778259 (I.R.S. Employer Identification No.)	75-2178860 and 75-2168471, respectively (I.R.S. Employer Identification No.)
2728 North Harwood Dallas, Texas 75201 (Address of principal executive offices, including zip code)	2728 North Harwood Dallas, Texas 75201 (Address of principal executive offices, including zip code)

CENTEX CORPORATION 2001 STOCK PLAN
(Full title of the plan)

Raymond G. Smerge
Executive Vice President, Chief Legal Officer, General Counsel and Secretary
2728 North Harwood
Dallas, Texas 75201
(Name and address of agent for service)

(214) 981-5000
(Telephone number, including area code, of agent for service)

CALCULATION OF REGISTRATION FEE

		Proposed maximum		Proposed maximum
Title of	Amount to be	offering price per		aggregate offering		Amount of
securities to be registered	registered	share(1)		price(1)		registration fee
Common Stock, $.25 par value per share	1,750,000 shares	$	42.1950	$	73,841,250	$	18,460.31
Beneficial Interests in 1,000 shares of Common Stock of 3333 Holding Corporation(2)	—	$	—	$	—	$	—
Beneficial Interests in 900 Warrants to Purchase Class B Units of Limited Partnership Interest in Centex Development Company, L.P.(2)	—	$	—	$	—	$	—

TABLE OF CONTENTS

EX-4 2001 Stock Plan

EX-5 Opinion/Consent of Raymond G. Smerge

EX-23.1 Consent of Independent Public Accountants

EX-24.(A) Powers of Attorney

EX-24.(B) Powers of Attorney

EX-24.(C) Powers of Attorney

(1)

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h)(1), and computed on the basis of the market price of the Common Stock on August 29, 2001 in accordance with Rule 457(c).

(2)

On November 30, 1987, Centex Corporation (“Centex”) distributed as a dividend to its stockholders (through a nominee, the “Nominee”) all the issued and outstanding shares of common stock, $0.01 par value (“Holding Common Stock”), of 3333 Holding Corporation, a Nevada corporation (“Holding”), and 900 warrants (the “Stockholder Warrants”) to purchase Class B Units of limited partnership interest in Centex Development Company, L.P., a Delaware limited partnership (“CDC”).

The Nominee holds the Stockholder Warrants and 1,000 shares of Holding Common Stock on behalf of and for the benefit of persons (“Centex Stockholders”) who are from time to time the holders of the common stock, $0.25 par value (“Centex Common Stock”), of Centex. Each Centex Stockholder owns a beneficial interest in that portion of the 1,000 shares of Holding Common Stock and the Stockholder Warrants that the total number of shares of Centex Common Stock held by such stockholder bears to the total number of shares of Centex Common Stock outstanding from time to time. This beneficial interest of the Holding stockholders is not represented by a separate certificate or receipt. Instead, each Centex Stockholder’s pro rata portion of such beneficial interest is represented by the certificate or certificates evidencing such Centex Stockholder’s Centex Common Stock, and is currently tradeable only in tandem with, and as a part of, each such Centex Stockholder’s Common Stock.

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

     The following documents have been filed with the Commission by Centex, Holding and CDC, as appropriate, and are incorporated herein by reference and made a part hereof:

(a)	Joint Annual Report on Form 10-K of Centex, Holding and CDC for the fiscal year ended March 31, 2001;
(b)	Joint Quarterly Report on Form 10-Q of Centex, Holding and CDC for the quarter ended June 30, 2001;
(c)	Current Reports on Form 8-K of Centex dated April 26 and June 22, 2001;
(d)	Description of the Centex Common Stock, $0.25 par value per share, contained in the Registration Statement on Form 8-A dated October 28, 1971 and Form 8 dated November 11, 1971;
(e)	Description of the Holding Common Stock, $0.01 par value per share, contained in the Registration Statement of Form 10 dated July 12, 1987, as amended by Form 8 dated October 14, 1987, Form 8 dated November 12, 1987 and Form 8 dated November 23, 1987;
(f)	Description of the Warrants to purchase Class B Units of limited partnership of CDC contained in Registration Statement on Form 10 dated July 12, 1987, as amended by Form 8 dated October 14, 1987, Form 8 dated November 12, 1987 and Form 8 dated November 23, 1987; and
(g)	Description of the Preferred Stock Purchase Rights contained in the Form 8-A Registration Statement of Centex dated October 8, 1996.

     All documents filed by Centex, Holding and CDC pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) subsequent to the effective date hereof and prior to the filing of a post-effective amendment hereto that indicates that all securities offered hereby have been sold or that deregisters all such securities then remaining unsold, shall be deemed to be incorporated herein by reference and to be a part hereof from the date of filing of such documents. Any statement contained herein or in any document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed to constitute a part of this Registration Statement, except as so modified or superseded.

Item 4. Description of Securities. Not applicable.

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Item 5. Interests of Named Experts and Counsel.

     Raymond G. Smerge, Esq., Executive Vice President, Chief Legal Officer, General Counsel and Secretary of Centex Corporation, and the Secretary of 3333 Holding Corporation and 3333 Development Corporation, will issue an opinion about the legality of the securities registered hereby. Mr. Smerge beneficially owns shares of Centex Corporation common stock (as well as the corresponding beneficial interest in the Holding Common Stock and the Stockholder Warrants) and has options to purchase additional shares of Centex Corporation common stock.

Item 6. Indemnification of Directors and Officers.

     Centex Corporation (“Centex”), 3333 Holding Corporation (“Holding”) and 3333 Development Corporation (“Development”), the general partner of Centex Development Company, L.P., are Nevada corporations. Pursuant to the provisions of Section 78.7502 of the Nevada General Corporation Law, every Nevada corporation has authority to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, except an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement, actually and reasonably incurred in connection with the action, suit or proceeding if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.

     Under Nevada law, Centex, Holding and Development also have the authority to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation, to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including amounts paid in settlement and attorneys’ fees, actually and reasonably incurred by him in connection with the defense or settlement of the action or suit if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation. No indemnification shall be made, however, for any claim, issue or matter as to which a person has been adjudged by a court of competent jurisdiction to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court determines that in view of all the circumstances, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.

     To the extent any person referred to in the two immediately preceding paragraphs is successful on the merits or otherwise in defense of any action, suit or proceeding, the Nevada General Corporation Law provides that such person must be indemnified by the corporation against expenses, including attorneys’ fees, actually and reasonably incurred by him in connection with the defense.

     Section 78.751 of the Nevada General Corporation Law requires Nevada corporations to obtain a determination that any discretionary indemnification is proper under the circumstances. Such a determination must be made by the corporation’s stockholders; its board of directors by majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding; or, under certain

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circumstances, by independent legal counsel. The Articles of Incorporation of Centex, Holding and Development provide for indemnification of its directors and officers to the extent provided by Nevada law.

     In addition, Section 78.037 of the Nevada General Corporation Law permits Nevada corporations to include in their articles of incorporation a provision eliminating the personal liability of their directors and officers, to the corporation or stockholders, for damages resulting from their breach of fiduciary duties. An amendment to the Articles of Incorporation of Centex Corporation was adopted by its stockholders at the annual meeting held on July 15, 1987 in order to effect the permitted limitation on liability. The Articles of Incorporation of Holding and Development contain a similar provision limiting the liability of their directors and officers for such damages, as do the Bylaws of Centex, Holding and Development.

     The Bylaws of Centex, Holding and Development each provide that the corporation shall indemnify its directors, officers, employees and agents to the fullest extent provided by the Nevada General Corporation Law and such corporation’s Articles of Incorporation. In addition, the Bylaws of each corporation provide for indemnification to the same extent of any director, officer or employee of the corporation who serves in any fiduciary capacity with respect to any profit sharing, pension or other type of welfare plan or trust for the benefit of employees of the corporation or its subsidiaries.

     Centex has entered into indemnification contracts with its directors and may enter into similar contracts from time to time with certain officers and employees of Centex and its subsidiaries who are not directors of Centex. The general effect of the indemnification contracts is to provide that the indemnitees shall be indemnified to the fullest possible extent permitted by the law against all expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement, actually and reasonably incurred by them in any action or proceeding, including any action by or in the right of Centex, by reason of their service in the foregoing capacities. The provisions of the aforementioned indemnification contracts were approved by Centex’s stockholders at the annual meeting of stockholders held on July 16, 1986.

     The Second Amended and Restated Agreement of Limited Partnership (the “Limited Partnership Agreement”) of Centex Development Company, L.P. (“CDC”) provides that to the fullest extent permitted by law, CDC will indemnify the general partner and its directors, officers, employees and agents and persons serving on behalf of CDC in similar capacities with other entities against liabilities, costs and expenses, including legal fees and expenses, incurred by the general partner or such persons in connection with litigation or threatened litigation, if the general partner or such persons acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of CDC, and such general partner’s or such other person’s conduct did not constitute gross negligence or willful or wanton misconduct and, with respect to any criminal proceeding, did not have any reason to believe his conduct was unlawful. Any indemnification under these provisions will be limited to the assets of CDC.

     Pursuant to authority granted by the Nevada General Corporation Law and its respective Articles of Incorporation and Bylaws, each of Centex, Holding and Development, and with respect to CDC, pursuant to the Limited Partnership Agreement, CDC has purchased directors and officers liability insurance.

     The foregoing summaries are necessarily subject to the complete text of the statute, articles of incorporation, bylaws, agreements and insurance policies referred to above and are qualified in their entirety by reference thereto.

Item 7. Exemption from Registration Claimed. Not applicable.

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Item 8. Exhibits.

     The information required by this Item 8 is set forth in the Index to Exhibits accompanying this Registration Statement.

Item 9. Undertakings.

     (a)  The undersigned registrants hereby undertake:

     (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registrant statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) of the Securities Act of 1933 if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
	provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

     (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

     (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

     (b)  The undersigned registrants hereby undertake that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrants’ annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934)

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that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

     (c)  Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrants pursuant to the foregoing provisions, or otherwise, the registrants have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by a registrant of expenses incurred or paid by a director, officer or controlling person of such registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, such registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on August 31, 2001.

CENTEX CORPORATION

By: /s/ LELDON E. ECHOLS Leldon E. Echols
Executive Vice President
and Chief Financial Officer

     Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

Signature	Title
/s/ LAURENCE E. HIRSCH Laurence E. Hirsch	Chairman of the Board, Chief Executive Officer and Director (Principal Executive Officer)	August 31, 2001
/s/ LELDON E. ECHOLS Leldon E. Echols	Executive Vice President and Chief Financial Officer (Principal Financial Officer)	August 31, 2001
/s/ MARK A. BLINN Mark A. Blinn	Vice President — Controller and Financial Strategy (Principal Accounting Officer)	August 31, 2001
By: /s/ LAURENCE E. HIRSCH Laurence E. Hirsch Individually and as Attorney in Fact*	Majority of the Board of Directors: Barbara T. Alexander, Dan W. Cook III, Juan L. Elek, Clint W. Murchison, III, Charles H. Pistor, Frederic M. Poses, David W. Quinn, Paul R. Seegers and Paul T. Stoffel	August 31, 2001

* Pursuant to authority granted by powers of attorney, copies of which are filed herewith

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on August 31, 2001

3333 HOLDING CORPORATION

By: /s/ STEPHEN M. WEINBERG Stephen M. Weinberg
Director, President and
Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

Signature	Title
/s/ STEPHEN M. WEINBERG Stephen M. Weinberg	President, Chief Executive Officer and Director (Principal Executive Officer)	August 31, 2001
/s/ TODD D. NEWMAN Todd D. Newman	Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer)	August 31, 2001
By: /s/ STEPHEN M. WEINBERG Stephen M. Weinberg Individually and as Attorney in Fact*	Majority of the Board of Directors: Josiah O. Low, III, David M. Sherer and Roger O. West	August 31, 2001

* Pursuant to authority granted by powers of attorney, copies of which are filed herewith

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, 3333 Development Corporation, as general partner of, and on behalf of, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on August 31, 2001.

CENTEX DEVELOPMENT COMPANY, L.P.

By: 3333 Development Corporation, General Partner

By: /s/ STEPHEN M. WEINBERG Stephen M. Weinberg
Director, President and
Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons on behalf of 3333 Development Corporation, as general partner of, and on behalf of, the Registrant in the capacities and on the date indicated.

Signature	Title
/s/ STEPHEN M. WEINBERG Stephen M. Weinberg	President, Chief Executive Officer and Director (Principal Executive Officer)	August 31, 2001
/s/ TODD D. NEWMAN Todd D. Newman	Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer)	August 31, 2001
By: /s/ STEPHEN M. WEINBERG Stephen M. Weinberg Individually and as Attorney in Fact*	Majority of the Board of Directors: Josiah O. Low, III, David M. Sherer and Roger O. West	August 31, 2001

* Pursuant to authority granted by powers of attorney, copies of which are filed herewith

INDEX TO EXHIBITS
CENTEX CORPORATION
AND SUBSIDIARIES

Exhibit		Filed Herewith or
Number	Exhibit	Incorporated by Reference
4	Centex Corporation 2001 Stock Plan.	Filed herewith.
5	Opinion of Raymond G. Smerge.	Filed herewith.
23.1	Consent of Independent Public Accountants.	Filed herewith.
23.2	Consent of Raymond G. Smerge (included in his opinion filed as Exhibit 5 hereto).	Filed herewith.
24a	Powers of Attorney.	Filed herewith.

INDEX TO EXHIBITS
3333 HOLDING CORPORATION
AND SUBSIDIARY

Exhibit		Filed Herewith or
Number	Exhibit	Incorporated by Reference
5	Opinion of Raymond G. Smerge.	Exhibit 5 of Centex Exhibits filed herewith.
23.1	Consent of Independent Public Accountants.	Exhibit 23.1 of Centex Exhibits filed herewith.
23.2	Consent of Raymond G. Smerge.	Exhibit 5 of Centex Exhibits filed herewith.
24b	Powers of Attorney.	Filed herewith.

INDEX TO EXHIBITS
CENTEX DEVELOPMENT COMPANY, L.P.

Exhibit		Filed Herewith or
Number	Exhibit	Incorporated by Reference
5	Opinion of Raymond G. Smerge.	Exhibit 5 of Centex Exhibits filed herewith.
23.1	Consent of Independent Public Accountants.	Exhibit 23.1 of Centex Exhibits filed herewith.
23.2	Consent of Raymond G. Smerge.	Exhibit 5 of Centex Exhibits filed herewith.
24c	Powers of Attorney.	Filed herewith.

EX-4 3 d90413ex4.txt EX-4 2001 STOCK PLAN 1 EXHIBIT 4 CENTEX CORPORATION 2001 STOCK PLAN 1. PURPOSE The purpose of the Plan is to assist the Company in attracting and retaining as officers and key employees of the Company and its Affiliates, and as Directors of the Company, individuals of training, experience and ability, and to furnish additional incentive to such individuals by encouraging them to become owners of Shares, by granting to such individuals Options or Restricted Stock. 2. DEFINITIONS Unless the context otherwise requires, the following words as used herein shall have the following meanings: "Affiliate" -- Any corporation or other entity that is a direct or indirect parent or subsidiary (including, without limitation, partnerships and limited liability companies) of the Company. "Agreement" -- The written agreement, whether delivered on paper or by electronic medium, between the Company and the Optionee or holder of Restricted Stock evidencing the Option or Restricted Stock granted by the Company, which shall be in such form and contain such provisions as the Committee may prescribe. "Board" -- The Board of Directors of the Company, as the same may be constituted from time to time. "Code" -- The Internal Revenue Code of 1986, as amended from time to time. "Committee" -- The Compensation and Stock Option Committee of the Board, composed solely of two or more Directors who are appointed by the Board from time to time and who satisfy the requirements of Rule 16b-3(b)(3) promulgated under the Securities Exchange Act of 1934, or any successor provision. "Company" -- Centex Corporation, a Nevada corporation. "Director" -- An individual who is a member of the Board. "Disability" -- Total and permanent disability as set forth in Section 22(e)(3) of the Code, or any successor provision. "Fair Market Value" -- The closing price per Share reported on the consolidated transaction reporting system for the New York Stock Exchange as of a particular date or, if there shall have been no such sale so reported on that date, on the last preceding date on which such a sale was reported. "Option" -- A nonqualified option to purchase one or more Shares granted under and pursuant to the Plan. A nonqualified option does not satisfy the requirements of Section 422 of the Code, or any successor provision. "Optionee" -- An individual who has been granted an Option under the Plan. "Plan" -- This Centex Corporation 2001 Stock Plan. "Restricted Stock" -- Shares issued pursuant to Section 17 of the Plan. Page 1 2 "Share" -- A share of the Company's present twenty-five cents ($0.25) par value common stock and any share or shares of capital stock or other securities of the Company hereafter issued or issuable upon, in respect of or in substitution or in exchange for each present share. Such Shares may be unissued or reacquired Shares, as the Board, in its sole and absolute discretion, shall from time to time determine. 3. ADMINISTRATION Subject to the provisions hereof, the Committee shall have full and exclusive power and authority to administer this Plan and to take all actions that are specifically contemplated hereby or are necessary or appropriate in connection with the administration hereof. The Committee shall also have full and exclusive power to interpret this Plan and to adopt such rules, regulations and guidelines for carrying out this Plan as it may deem necessary or proper, all of which powers shall be exercised in the best interests of the Company and in keeping with the objectives of this Plan. The Committee may, in its discretion, provide for the extension of the exercisability of an Option, accelerate the vesting or exercisability of an Option or Restricted Stock award, eliminate or make less restrictive any restrictions applicable to an Option or Restricted Stock award, waive any restriction or other provision of this Plan or an Option or Restricted Stock award or otherwise amend or modify an Option or Restricted Stock award in any manner that is either (i) not adverse to the Optionee or holder of Restricted Stock to whom such Option or Restricted Stock was granted or (ii) consented to by the Optionee or holder of Restricted Stock. The Committee may correct any defect or supply any omission or reconcile any inconsistency in this Plan or in any award in the manner and to the extent the Committee deems necessary or desirable to further the Plan purposes. Any decision of the Committee in the interpretation and administration of this Plan shall lie within its sole and absolute discretion and shall be final, conclusive and binding on all parties concerned. 4. SHARES SUBJECT TO PLAN (a) A maximum of 1,750,000 Shares shall be subject to grants of Options or awards of Restricted Stock under the Plan; provided, however, that of such number of Shares, no more than 175,000 Shares shall be subject to awards of Restricted Stock; and provided further, that such maximum shall be increased or decreased as provided in Section 12 hereof. The Shares subject to the Plan shall consist of unissued Shares or previously issued Shares reacquired and held by the Company or any Affiliate. (b) At any time and from time to time after the Plan takes effect, the Committee, pursuant to the provisions herein set forth, may grant Options and award Restricted Stock until the maximum number of Shares shall be exhausted or the Plan shall be sooner terminated. (c) If any Option expires or is canceled without being fully exercised or is settled in cash, or if any Restricted Stock previously awarded is reacquired by the Company, the number of Shares with respect to which such Option shall not have been exercised prior to its expiration or cancellation and the number of Shares of such Restricted Stock so reacquired may again be optioned or awarded pursuant to the provisions hereof. (d) If the option price or any applicable tax withholding obligation payable upon exercise of an Option is satisfied by the tender or withholding of Shares to or by the Company (by either actual delivery or attestation), the number of Shares so tendered or withheld shall be eligible for reissuance under the Plan. Page 2 3 5. ELIGIBILITY Eligibility for receipt of a grant of Options under the Plan shall be confined to (a) a limited number of persons who are employed by the Company or an Affiliate and hold key positions in and for the Company or an Affiliate and (b) Directors. 6. GRANTING OF OPTIONS (a) From time to time while the Plan is in effect, the Committee may in its absolute discretion select from among the persons eligible to receive a grant of Options under the Plan (including persons who have already received such grants of Options) such one or more of them as in the opinion of the Committee should be granted Options. The Committee shall thereupon, likewise in its absolute discretion, determine the number of Shares to be allotted for option to each person so selected. (b) Each person so selected shall be granted an Option to purchase the number of Shares so allotted to him, upon such terms and conditions, consistent with the provisions of the Plan, as the Committee may specify. (c) Each Option granted under the Plan shall be evidenced by an Agreement setting forth the terms and conditions of the Option. The date that the Committee specifies to be the grant date of an Option to an individual shall constitute the date on which the Option covered by such Agreement is granted. In no event, however, shall an Optionee gain any rights in addition to those specified by the Committee in its grant, regardless of the time that may pass between the grant of the Option and the actual execution of the Agreement by the Company and the Optionee. (d) No person may be granted Options under this Plan for more than 250,000 Shares in any one-year period. 7. OPTION PRICE The option price for each Share covered by each Option shall not be less than 100% of the Fair Market Value of the Share at the time the Option is granted. Notwithstanding the foregoing, if there occurs any transaction of a type described in Section 12(a), (b) or (c) hereof, the option price of the Shares subject to each existing Option adjusted pursuant to such provisions or any new Option or assumed option issued pursuant to such provisions may be different than the Fair Market Value of the Shares at the time the Option is granted; provided, however, in no event shall -- (a) the excess of the aggregate Fair Market Value of the Shares subject to the Option immediately after the transaction over the aggregate option price of such Shares be more than the excess of the aggregate Fair Market Value of all shares subject to the other option immediately prior to the transaction over the aggregate option price of shares subject to the other option; and (b) the ratio of the option price to the Fair Market Value of the Shares subject to the Option immediately after the transaction be more favorable to the Optionee than the ratio of the option price to the Fair Market Value of the shares subject to the other option immediately prior to such transaction, determined on a share-by-share basis. Page 3 4 8. OPTION PERIOD Each Option shall run for such period of time as the Committee may specify, but in no event for longer than seven (7) years from the date when the Option is granted, including the period of time provided in the subsections of this Section 8; and subject to the following limits: (a) Except as provided below in this subsection (a), all rights to exercise an Option shall terminate within four (4) months after the date the Optionee ceases to be an employee of the Company or an Affiliate, or after the date the Optionee ceases to be a Director, whichever may occur later, for any reason other than death or Disability (but in no event later than the end of the original period of the Option); except that (i) in the case of an Optionee who is a Director and, on the date the Optionee ceases to be a Director (and if also an employee ceases to be an employee), has (A) at least ten (10) years of service as a Director, all Shares subject to such Option will vest on such date and all rights to exercise such Option shall terminate three (3) years after the date the Optionee ceases to be a Director (but in no event later than the end of the original period of the Option), or (B) less than ten (10) years of service as a Director, all Shares subject to such Option will continue to vest in accordance with its terms for a period of three (3) years following such date, and all rights to exercise such Option shall terminate three (3) years after such date; and (ii) if the Optionee's employment or service as a Director is terminated for cause, the entire Option, including both exercisable and unexercisable Shares, shall immediately terminate and thereafter be null and void for all purposes. (b) If the Optionee ceases to be employed by the Company and its Affiliates, or ceases to be a Director, whichever may occur later, by reason of his death, all rights to exercise any Option held by such Optionee shall terminate fifteen (15) months after his death (but in no event later than the end of the original period of the Option). (c) If the employment of the Optionee with the Company or any of its Affiliates shall terminate as a result of a Disability, he may, within six (6) months following such date (but in no event later than the end of the original period of the Option), exercise any Option held by such Optionee, in each case, to the extent he was entitled to exercise such Option on the date of termination of employment. To the extent that the Shares covered by his Option were unexercisable as of such termination of employment, the Option shall terminate. If the Optionee does not exercise such Option (which he was entitled to exercise as of such termination) within the time specified herein, the Option shall thereupon terminate. (d) If an Option is granted with a term shorter than seven (7) years, the Committee may extend the term of the Option, but for not more than seven (7) years from the date when the Option was originally granted. 9. OPTIONS NOT TRANSFERABLE Unless otherwise determined by the Committee and provided in the Agreement, no Option or interest therein shall be transferable by an Optionee otherwise than by will or by the applicable laws of descent and distribution. The Committee may prescribe and include in an Agreement any applicable restrictions or conditions on transfer of Options. Any attempted assignment in violation of this Section 9 shall be null and void. 10. EXERCISE OF OPTIONS (a) During the lifetime of an Optionee, only he or his guardian or legal representative or transferee may exercise an Option granted to him. In the event of his death, any then exercisable portion of his Option may, within fifteen (15) months thereafter or earlier date of termination of the original period of Option, be exercised in whole or in part by any person empowered to do so under the deceased Optionee's will or under the applicable laws of descent and distribution. Page 4 5 (b) At any time, and from time to time, during the period when any Option, or a portion thereof, is exercisable, such Option, or portion thereof, may be exercised in whole or in part; provided, however, that the Committee may require in the Agreement that any Option which is partially exercised be so exercised with respect to at least a stated minimum number of Shares. (c) Each exercise of an Option or portion or part thereof shall be evidenced by a notice in writing to the Company, or by a one-time notice to the broker, accompanied by payment in full of the option price of the Shares then being purchased. Payment in full shall mean payment of the full amount due, either in cash, by check or wire transfer or, with the consent of the Committee, with Shares owned by the Optionee, including an actual or deemed multiple series of exchanges of such Shares. For purposes of determining the amount, if any, of the option price satisfied by payment in Shares, such Shares shall be valued at their Fair Market Value on the date of exercise. Any Shares delivered in satisfaction of all or a portion of the option price shall be appropriately endorsed for transfer and assignment to the Company. (d) No Shares shall be issued until full payment therefor has been made, and an Optionee shall have none of the rights of a stockholder until Shares are issued to him. (e) Nothing herein or in any Agreement evidencing an Option granted hereunder shall require the Company to issue any Shares upon exercise of an Option if such issuance would, in the opinion of counsel for the Company, constitute a violation of the Securities Act of 1933, as amended, or any similar or superseding statute or statutes, or any other applicable statute or regulation, as then in effect. Upon the exercise of an Option or portion or part thereof, the Optionee shall give to the Company satisfactory evidence that he is acquiring such Shares for the purpose of investment only and not with a view to their distribution; provided, however, if or to the extent that the Shares subject to the Option shall be included in a registration statement filed by the Company or an Affiliate, such investment representation shall not be required. 11. DELIVERY OF SHARES UPON EXERCISE As promptly as may be practicable after an Option, or a portion or part thereof, has been exercised as hereinabove provided, the Company shall make delivery of the Shares acquired upon exercise of such Option to the Optionee or shall cause such Optionee's interest in such Shares to be evidenced by an entry on the Company's books and records. 12. CHANGES IN COMPANY'S SHARES AND CERTAIN CORPORATE TRANSACTIONS (a) If at any time while the Plan is in effect there shall occur any subdivision or consolidation of outstanding Shares, declaration of a dividend payable in Shares or other stock split, then, and in each such event, the Committee shall make proportionate adjustments to: (i) the maximum number of Shares then subject to being optioned or awarded as Restricted Stock under the Plan, to the end that the same proportion of the Company's issued and outstanding Shares shall continue to be subject to being so optioned and awarded; (ii) the number of Shares and the option price per Share thereof then subject to purchase pursuant to each Option previously granted, to the end that the same proportion of the Company's issued and outstanding Shares shall remain subject to purchase at the same aggregate option price; (iii) the number of Shares of Restricted Stock previously awarded under the Plan, to the end that each award represents the same proportion of the Company's issued and outstanding Shares; and Page 5 6 (iv) the number of Shares subject to Options that may be granted to any person in any one-year period pursuant to the limitation set forth in Section 6(d), to the end that each such limitation represents the same proportion of the Company's issued and outstanding Shares. (b) If at any time while the Plan is in effect there shall occur any other recapitalization or capital reorganization of the Company, any consolidation or merger of the Company with another corporation or entity, the adoption by the Company of any plan of exchange affecting the Shares or any distribution to holders of Shares of securities or property (other than normal cash dividends or dividends payable in Shares), the Committee may make proportionate adjustments to: (i) the number of Shares and the option price per Share thereof then subject to purchase pursuant to each Option previously granted; (ii) the number of Shares of Restricted Stock previously awarded under the Plan; and (iii) the number of Shares subject to Options that may be granted to any person in any one-year period pursuant to the limitation set forth in Section 6(d); in each case, in order to reflect the transaction and (in the case of clauses (i) and (ii) above) to the end of maintaining the proportionate interest of the holders of Options and Shares of Restricted Stock; provided, however, that such adjustments shall only be made to the extent necessary to preserve, without exceeding, the value of such Options and Shares of Restricted Stock. (c) In the event of a merger, consolidation, acquisition of property or stock, separation, reorganization or liquidation, the Committee shall be authorized to issue or assume new Options or Shares of Restricted Stock as it determines is appropriate in substitution for, or to reflect the assumption of, any other option, restricted stock grant or other award, whether or not awarded under this Plan. (d) Except as is otherwise expressly provided herein, the issuance by the Company of shares of its capital stock of any class or securities convertible into shares of capital stock of any class, either in connection with a direct sale or upon the exercise of rights or warrants to subscribe therefor, or upon conversion of shares or obligations of the Company convertible into such shares or other securities, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number of or option price of Shares then subject to outstanding Options granted under the Plan. Furthermore, the presence of outstanding Options granted under the Plan shall not affect in any manner the right or power of the Company to make, authorize or consummate (i) any or all adjustments, recapitalizations, reorganizations or other changes in the Company's capital structure or its business; (ii) any merger or consolidation of the Company; (iii) any issuance by the Company of debt securities or preferred or preference stock that would rank above the Shares subject to outstanding Options or Shares of Restricted Stock granted under the Plan; (iv) the dissolution or liquidation of the Company; (v) any sale, transfer or assignment of all or any part of the assets or business of the Company; or (vi) any other corporate act or proceeding, whether of a similar character or otherwise. (e) Notwithstanding anything to the contrary above, a dissolution or liquidation of the Company, a merger (other than a merger effecting a reincorporation of the Company in another state) or consolidation in which the Company is not the surviving corporation (or survives only as a subsidiary of another corporation in a transaction in which the stockholders of the parent of the Company and their proportionate interests therein immediately after the transaction are not substantially identical to the stockholders of the Company and their proportionate interests therein immediately prior to the transaction) or a change in control (as specified below) shall cause every Option then outstanding to become exercisable in full and shall cause every restriction with Page 6 7 respect to any Shares of Restricted Stock to terminate immediately prior to such dissolution, liquidation, merger, consolidation or change in control, to the extent not theretofore exercisable or free of restrictions, without regard to the determination as to the periods and installments of exercisability or termination of restrictions contained in the Agreements if, and only if, such Options have not at that time theretofore expired or been terminated or such Shares of Restricted Stock have not at that time theretofore been cancelled or forfeited. For purposes of this Section 12(c), a change in control shall be deemed to have taken place if (i) a third person, including a "group" as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, becomes the beneficial owner of Shares of the Company having 50% or more of the total number of votes that may be cast for the election of directors of the Company or (ii) as a result of, or in connection with, a contested election for directors, the persons who were directors of the Company immediately before such election shall cease to constitute a majority of the Board. Notwithstanding the foregoing provisions of this paragraph, in the event of any such dissolution, merger, consolidation or change in control, the Board may completely satisfy all obligations of the Company and its Affiliates with respect to any Options or Shares of Restricted Stock outstanding on the date of such event and cancel such Options or Shares of Restricted Stock by (A) in the case of Options, delivering to the Optionee cash in an amount equal to the difference between the aggregate option price for Shares under the Options and the Fair Market Value of such Shares on the date of such event and (B) in the case of Shares of Restricted Stock, delivering to the holder of such Shares cash in an amount equal to the Fair Market Value of such Shares on the date of such event, which payment shall in either case be made within a reasonable time after such event. 13. EFFECTIVE DATE The Plan shall be effective on May 17, 2001, the date of its adoption by the Board, but shall be submitted to the stockholders of the Company for approval at the next regular or special meeting thereof to be held within twelve (12) months after the Board shall have adopted the Plan. If, at such a meeting of the stockholders of the Company, the Plan is not approved by the affirmative vote of a majority of the $0.25 par value common stock of the Company present and entitled to vote at such meeting, then, and in such event, the Plan and all Options granted under the Plan and all awards of Restricted Stock under the Plan shall become null and void and of no further force or effect. 14. AMENDMENT, SUSPENSION OR TERMINATION OF THE PLAN The Board may amend, suspend or terminate this Plan for the purpose of meeting or addressing any changes in legal requirements or for any other purpose permitted by law, except that (a) no amendment or alteration that would adversely affect the rights of any holder under any award previously granted to such person shall be made without the consent of such person and (b) after the stockholders of the Company have ratified the Plan, no amendment or alteration that would increase the maximum number of Shares subject to the Plan (as provided in Section 4(a)) or decrease the option price of an Option below 100% of the Fair Market Value as of the date such Option was granted (as provided in Section 7) may be made without obtaining approval of the stockholders. 15. REQUIREMENTS OF LAW Notwithstanding anything contained herein to the contrary, the Company shall not be required to sell or issue Shares under any Option if the issuance thereof would constitute a violation by the Optionee or the Company of any provisions of any law or regulation of any governmental authority or any national securities exchange. As a condition of any sale or issuance of Shares under an Option, the Company may require such agreements or undertakings, if any, as the Company may deem necessary or advisable to ensure compliance with any such law or regulation. Page 7 8 16. MODIFICATION OF OPTIONS Except as provided in Section 12, notwithstanding any other provision of this Plan to the contrary, (i) after an Option has been awarded, the price at which Shares may be purchased upon exercise of such Option shall not be amended and (ii) no Option shall be granted in exchange for a previously granted Option if the option price of such previously granted Option is greater than the option price of such replacement Option. Notwithstanding the foregoing provisions of this Section 16, no modification or cancellation of an Option granted hereunder shall, without the consent of the Optionee, alter or impair any rights or obligations under any Option theretofore granted hereunder to such Optionee under the Plan. 17. RESTRICTED STOCK (a) Subject to the terms and conditions of, and within the limitations of, the Plan, Shares of Restricted Stock may be awarded by the Committee to such individuals as are eligible for grants of Options, as the Committee may determine at any time and from time to time before the termination of the Plan. Each award of Restricted Stock shall be evidenced by an Agreement setting forth the terms and conditions of the award. (b) A Share of Restricted Stock is a Share that does not irrevocably vest in the holder or that may not be sold, exchanged, pledged, transferred, assigned or otherwise encumbered or disposed of until the terms and conditions set by the Committee at the time of the award of the Restricted Stock have been satisfied. A Share of Restricted Stock shall be subject to such other restrictions, terms and conditions as the Committee may establish, which may include, without limitation, the rendition of services to the Company or its Affiliates for a specified time or the achievement of specific goals. (c) If an individual receives Shares of Restricted Stock, whether or not escrowed as provided below, the individual shall be the record owner of such Shares and shall have all the rights of a stockholder with respect to such Shares (unless the escrow agreement, if any, specifically provides otherwise), including the right to vote and the right to receive dividends or other distributions made or paid with respect to such Shares. Any certificate or certificates representing Shares of Restricted Stock may bear a legend similar to the following: The shares represented by this certificate have been issued pursuant to the terms of the Centex Corporation 2001 Stock Plan and may not be sold, pledged, transferred, assigned or otherwise encumbered in any manner except as set forth in the terms of such award dated ________________, 20___ . (d) In order to enforce the restrictions, terms and conditions that may be applicable to an individual's Shares of Restricted Stock, the Committee may require the individual, upon the receipt of a certificate or certificates representing such Shares, or at any time thereafter, to deposit such certificate or certificates, together with stock powers and other instruments of transfer, appropriately endorsed in blank, with the Company or an escrow agent designated by the Company under an escrow agreement in such form as shall be determined by the Committee. (e) After the satisfaction of the terms and conditions set by the Committee at the time of an award of Restricted Stock to an individual, if the original certificate was legended, a new certificate, without the legend set forth above, for the number of Shares that are no longer subject to such restrictions, terms and conditions shall be delivered to the individual, either by delivery of a physical certificate or an electronic transfer to a broker. (f) The Committee may cancel all or any portion of any outstanding restrictions prior to the expiration of such restrictions with respect to any or all of the Shares of Restricted Stock awarded to an individual hereunder on such terms as the Committee may deem appropriate. Page 8 9 (g) Subject to the other provisions of this Section 17 and unless otherwise determined by the Committee, if an individual to whom Restricted Stock has been awarded ceases to be employed by the Company or an Affiliate, or ceases to be a director of the Company, whichever may occur later, for any reason prior to the satisfaction of any terms and conditions of an award, any Restricted Stock remaining subject to restrictions shall thereupon be forfeited by the individual and transferred to, and reacquired by, the Company at no cost to the Company. In such event, the individual, or in the event of his death, his personal representative, shall forthwith deliver to the Secretary of the Company the certificates for the Shares of Restricted Stock remaining subject to such restrictions, accompanied by such instruments of transfer, if any, as may reasonably be required by the Secretary of the Company. (h) The Committee may determine that an award of Restricted Stock will be subject to restriction until one or more performance goals established by the Committee have been achieved. With respect to such an award, the restrictions shall lapse and the award shall vest only upon achievement of the attainment of one or more pre-established, objective performance goals established by the Committee prior to the earlier to occur of (x) 90 days after the commencement of the period of service to which the performance goal relates and (y) the lapse of 25% of the period of service (as established in good faith at the time the goal is established), and in any event while the outcome is substantially uncertain. A performance goal is objective if a third party having knowledge of the relevant facts could determine whether the goal is met. Such a performance goal may be based on one or more business criteria that apply to the individual, one or more business units of the Company, or the Company as a whole, and may include one or more of the following: operating income, operating margin, earnings before interest, taxes, depreciation and amortization (EBITDA), pre-tax income, net income, net earnings per share, net earnings per share growth, return on beginning stockholder's equity, return on average net assets, total shareholder return relative to other companies in Centex Corporation's industry group, debt/capitalization ratio and customer satisfaction. Unless otherwise stated, such a performance goal need not be based upon an increase or positive result under a particular business criterion and could include, for example, maintaining the status quo or limiting economic losses (measured, in each case, by reference to specific business criteria). In interpreting Plan provisions applicable to performance goals, it is the intent of the Plan to conform with the standards of Section 162(m) of the Code and Treasury Regulation Section 1.162-27(e)(2)(i), and the Committee in establishing such goals and interpreting the Plan shall be guided by such provisions. Prior to the lapse of any applicable restrictions and the vesting of any award based on the achievement of performance goals, the Committee must certify that applicable performance goals and any of the material terms thereof were, in fact, satisfied. No individual may be awarded Restricted Stock subject to performance goals designed to comply with Section 162(m) of the Code having a value of more than $6,000,000 in any given one-year period. 18. TAX WITHHOLDING The Company shall have the right to take whatever affirmative actions are required, in the opinion of the Committee, to enable the Company or appropriate Affiliate to satisfy any applicable payroll tax withholding requirements in connection with the exercise of Options granted or Restricted Stock awarded under the Plan. Without limiting the generality of the foregoing provision, the Company shall have the right to (a) withhold cash from a same-day-sale exercise of an Option, (b) deduct applicable taxes from any Option or Restricted Stock award by withholding, at the time of delivery and/or vesting of Shares under the Plan, an appropriate number of Shares for payment of taxes required by law, (c) permit its withholding obligations to be satisfied by the transfer to the Company of Shares theretofore owned by the holder of the Page 9 10 Option or recipient of Restricted Stock with respect to which withholding is required, in which case such Shares shall be valued based on the Fair Market Value thereof when the tax withholding is required to be made, or (d) take such other action as may be necessary in the opinion of the Company to satisfy all applicable tax withholding obligations. 19. GENERAL (a) The proceeds received by the Company from the sale of Shares pursuant to Options shall be used for general corporate purposes. (b) Nothing contained in the Plan or in any Agreement shall confer upon any Optionee or recipient of Restricted Stock the right to continue in the employ of the Company or any Affiliate or interfere in any way with the rights of the Company or any Affiliate to terminate such Optionee's or recipient's employment at any time. (c) Neither the members of the Board nor any member of the Committee shall be liable for any act, omission or determination taken or made in good faith with respect to the Plan or any Option or award of Restricted Stock granted under it, and the members of the Board and the Committee shall be entitled to indemnification and reimbursement by the Company in respect of any claim, loss, damage or expense (including counsel fees) arising therefrom to the full extent permitted by law and under any directors and officers liability or similar insurance coverage that may be in effect from time to time. (d) As partial consideration for the granting of each Option or award of Restricted Stock hereunder, the Optionee or recipient shall agree with the Company that he will keep confidential all information and knowledge that he has relating to the manner and amount of his participation in the Plan; provided, however, that such information may be disclosed as required by law or given in confidence to the individual's spouse, tax or financial advisors or to a financial institution to the extent that such information is necessary to secure a loan. (e) Participation in the Plan shall not preclude an individual from eligibility in any other stock option plan of the Company or any Affiliate or any old-age benefit, insurance, pension, profit sharing, retirement, bonus or other extra compensation plans that the Company or any Affiliate has adopted or may, at any time, adopt for the benefit of its employees or directors. (f) Any payment of cash or any issuance or transfer of Shares to the Optionee or to his legal representative, heir, legatee or distributee in accordance with the provisions hereof shall, to the extent thereof, be in full satisfaction of all claims of such persons hereunder. The Board or Committee may require any Optionee or recipient of an award of Restricted Stock, legal representative, heir, legatee or distributee, as a condition precedent to such payment, to execute a release and receipt therefor in such form as it shall determine. (g) Neither the Committee, the Board nor the Company guarantees the Shares from loss or depreciation. (h) All expenses incident to the administration of the Plan, including, but not limited to, legal and accounting fees, shall be paid by the Company or its Affiliates. (i) Records of the Company and its Affiliates regarding an individual's period of employment, termination of employment and the reason therefor, leaves of absence, reemployment, tenure as a Director and other matters shall be conclusive for all purposes hereunder, unless determined by the Board or Committee to be incorrect. Page 10 11 (j) The Company and its Affiliates shall, upon request or as may be specifically required hereunder, furnish or cause to be furnished all of the information or documentation that is necessary or required by the Board or Committee to perform their duties and functions under the Plan. (k) The Company assumes no obligation or responsibility to an Optionee or recipient of Restricted Stock, or to such Optionee's or recipient's personal representatives, heirs, legatees or distributees, for any act of, or failure to act on the part of, the Board or Committee. (l) Any action required of the Company shall be by resolution of the Board or by a person authorized to act by resolution of the Board. Any action required of the Committee shall be by resolution of the Committee or by a person authorized to act by resolution of the Committee. (m) If any provision of the Plan or any Agreement is held to be illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining provisions of the Plan or the Agreement, as the case may be, but such provision shall be fully severable and the Plan or the Agreement, as the case may be, shall be construed and enforced as if the illegal or invalid provision had never been included herein or therein. (n) Whenever any notice is required or permitted hereunder, such notice must be in writing and personally delivered or sent by mail. Any notice required or permitted to be delivered hereunder shall be deemed to be delivered on the date on which it is personally delivered or, whether actually received or not, on the third business day after it is deposited in the United States mail, certified or registered, postage prepaid, addressed to the person who is to receive it at the address that such person has theretofore specified by written notice delivered in accordance herewith. The Company, an Optionee or a recipient of Restricted Stock may change, at any time and from time to time, by written notice to the other, the address that it, he or she had theretofore specified for receiving notices. Until changed in accordance herewith, the Company and each Optionee and recipient of Restricted Stock shall specify as its and his address for receiving notices the address set forth in the Agreement pertaining to the shares of Stock to which such notice relates or otherwise provided to the other in accordance with the Company's policies for maintaining such information. (o) Any person entitled to notice hereunder may waive such notice. (p) The Plan shall be binding upon the Optionee or recipient of Restricted Stock, his heirs, legatees and legal representatives, upon the Company, its successors and assigns, and upon the Board and Committee and their successors. (q) The titles and headings of Sections and paragraphs are included for convenience of reference only and are not to be considered in construction of the provisions hereof. (r) All questions arising with respect to the provisions of the Plan shall be determined by application of the laws of the State of Nevada, except to the extent Nevada law is preempted by federal law. The obligation of the Company to sell and deliver Shares hereunder is subject to applicable laws and to the approval of any governmental authority required in connection with the authorization, issuance, sale or delivery of such Shares. (s) Words used in the masculine shall apply to the feminine where applicable, and wherever the context of the Plan dictates, the plural shall be read as the singular and the singular as the plural. (t) Transactions related to the Plan, including but not limited to the delivery and acceptance of any Agreement and the exercise of any Option, whether in whole or in part, may be evidenced by either signed documentation or on-line transactions through the Corporate Stock Benefit Services web site of the Company's designated broker, UBS PaineWebber Inc., or the successor thereof. Page 11 EX-5 4 d90413ex5.txt EX-5 OPINION/CONSENT OF RAYMOND G. SMERGE 1 EXHIBIT 5 [CENTEX LETTERHEAD] August 31, 2001 Securities and Exchange Commission 450 5th Street, N.W., Judiciary Plaza Washington, DC 20549 RE: Centex Corporation: Registration of 1,750,000 Shares of Common Stock of Centex Corporation under the Centex Corporation 2001 Stock Plan Ladies and Gentlemen: As Executive Vice President, Chief Legal Officer, General Counsel and Secretary of Centex Corporation (the "Corporation"), I am familiar with the Centex Corporation 2001 Stock Plan (the "Plan") and the proposed offer and sale of 1,750,000 shares (the "Shares") of Common Stock, $0.25 par value per share, of the Corporation pursuant to the Plan, which Shares trade in tandem with beneficial interests in 1,000 shares (the "Holding Shares") of Common Stock of 3333 Holding Corporation and beneficial interests in 900 warrants (the "CDC Warrants") to purchase Class B units of limited partnership of Centex Development Company, L.P. I have also made such further investigations as I have deemed necessary to express the opinions herein stated. I am of the opinion that the Shares (and the beneficial interests in the Holding Shares and the CDC Warrants) which are hereafter issued upon exercise of options duly granted under and in accordance with the terms of the Plan will, upon the payment of the consideration therefor required by the terms of the Plan, be duly and validly issued, fully paid and non-assessable. I consent to the use of this opinion as an Exhibit to the Registration Statement on Form S-8 being filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, with respect to the Shares and the beneficial interests in the Holding Shares and the CDC Warrants issuable thereunder, and to any references to me in such Registration Statement. Very truly yours, /s/ RAYMOND G. SMERGE Raymond G. Smerge Executive Vice President, Chief Legal Officer, General Counsel and Secretary EX-23.1 5 d90413ex23-1.txt EX-23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS 1 EXHIBIT 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in the registration statement on Form S-8 of Centex Corporation, 3333 Holding Corporation ("Holding") and Centex Development Company, L.P. ("CDC") registering the issuance and sale of up to 1,750,000 shares of the common stock of Centex Corporation (and corresponding beneficial interests in the 1,000 outstanding shares of Holding common stock and the 900 outstanding warrants to purchase Class B Units of limited partnership interest in CDC, as described in the registration statement on Form S-8) pursuant to the Centex Corporation 2001 Stock Plan of our reports, each dated May 15, 2001, which are included at page 74 and page 118, respectively, in the Joint Annual Report on Form 10-K of Centex Corporation, Holding and CDC for their fiscal year ended March 31, 2001. ARTHUR ANDERSEN LLP Dallas, Texas, August 31, 2001 EX-24.(A) 6 d90413ex24-a.txt EX-24.(A) POWERS OF ATTORNEY 1 EXHIBIT 24a CENTEX CORPORATION POWER OF ATTORNEY THE UNDERSIGNED hereby constitutes and appoints Laurence E. Hirsch and Leldon E. Echols, or either of such individuals, with full power of substitution in the premises, as the undersigned's true and lawful agents and attorneys-in-fact (the "Attorneys-in-Fact"), with full power and authority in the name and on behalf of the undersigned, in her capacity as a Director of Centex Corporation (the "Company"), to execute and file with the Securities and Exchange Commission the Company's Registration Statement on Form S-8 (and related reoffer prospectus) relating to the issuance by the Company of up to 1,750,000 shares of Common Stock, par value $0.25 per share, of the Company under the Centex Corporation 2001 Stock Plan, together with any and all amendments to such Registration Statement. This Power of Attorney and all authority granted and conferred hereby shall continue indefinitely and, unless waived by the Attorneys-in-Fact, may not be revoked until the Attorneys-in-Fact have received five days written notice of such revocation. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 31st day of August, 2001. /s/ BARBARA T. ALEXANDER ------------------------ Barbara T. Alexander Director Centex Corporation 2 EXHIBIT 24a CENTEX CORPORATION POWER OF ATTORNEY THE UNDERSIGNED hereby constitutes and appoints Laurence E. Hirsch and Leldon E. Echols, or either of such individuals, with full power of substitution in the premises, as the undersigned's true and lawful agents and attorneys-in-fact (the "Attorneys-in-Fact"), with full power and authority in the name and on behalf of the undersigned, in her capacity as a Director of Centex Corporation (the "Company"), to execute and file with the Securities and Exchange Commission the Company's Registration Statement on Form S-8 (and related reoffer prospectus) relating to the issuance by the Company of up to 1,750,000 shares of Common Stock, par value $0.25 per share, of the Company under the Centex Corporation 2001 Stock Plan, together with any and all amendments to such Registration Statement. This Power of Attorney and all authority granted and conferred hereby shall continue indefinitely and, unless waived by the Attorneys-in-Fact, may not be revoked until the Attorneys-in-Fact have received five days written notice of such revocation. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 31st day of August, 2001. /s/ DAN W. COOK III --------------------------- Dan W. Cook III Director Centex Corporation 3 EXHIBIT 24a CENTEX CORPORATION POWER OF ATTORNEY THE UNDERSIGNED hereby constitutes and appoints Laurence E. Hirsch and Leldon E. Echols, or either of such individuals, with full power of substitution in the premises, as the undersigned's true and lawful agents and attorneys-in-fact (the "Attorneys-in-Fact"), with full power and authority in the name and on behalf of the undersigned, in her capacity as a Director of Centex Corporation (the "Company"), to execute and file with the Securities and Exchange Commission the Company's Registration Statement on Form S-8 (and related reoffer prospectus) relating to the issuance by the Company of up to 1,750,000 shares of Common Stock, par value $0.25 per share, of the Company under the Centex Corporation 2001 Stock Plan, together with any and all amendments to such Registration Statement. This Power of Attorney and all authority granted and conferred hereby shall continue indefinitely and, unless waived by the Attorneys-in-Fact, may not be revoked until the Attorneys-in-Fact have received five days written notice of such revocation. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 31st day of August, 2001. /s/ JUAN L. ELEK --------------------------- Juan L. Elek Director Centex Corporation 4 EXHIBIT 24a CENTEX CORPORATION POWER OF ATTORNEY THE UNDERSIGNED hereby constitutes and appoints Laurence E. Hirsch and Leldon E. Echols, or either of such individuals, with full power of substitution in the premises, as the undersigned's true and lawful agents and attorneys-in-fact (the "Attorneys-in-Fact"), with full power and authority in the name and on behalf of the undersigned, in her capacity as a Director of Centex Corporation (the "Company"), to execute and file with the Securities and Exchange Commission the Company's Registration Statement on Form S-8 (and related reoffer prospectus) relating to the issuance by the Company of up to 1,750,000 shares of Common Stock, par value $0.25 per share, of the Company under the Centex Corporation 2001 Stock Plan, together with any and all amendments to such Registration Statement. This Power of Attorney and all authority granted and conferred hereby shall continue indefinitely and, unless waived by the Attorneys-in-Fact, may not be revoked until the Attorneys-in-Fact have received five days written notice of such revocation. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 31st day of August, 2001. /s/ CLINT W. MURCHISON, III ----------------------------- Clint W. Murchison, III Director Centex Corporation 5 EXHIBIT 24a CENTEX CORPORATION POWER OF ATTORNEY THE UNDERSIGNED hereby constitutes and appoints Laurence E. Hirsch and Leldon E. Echols, or either of such individuals, with full power of substitution in the premises, as the undersigned's true and lawful agents and attorneys-in-fact (the "Attorneys-in-Fact"), with full power and authority in the name and on behalf of the undersigned, in her capacity as a Director of Centex Corporation (the "Company"), to execute and file with the Securities and Exchange Commission the Company's Registration Statement on Form S-8 (and related reoffer prospectus) relating to the issuance by the Company of up to 1,750,000 shares of Common Stock, par value $0.25 per share, of the Company under the Centex Corporation 2001 Stock Plan, together with any and all amendments to such Registration Statement. This Power of Attorney and all authority granted and conferred hereby shall continue indefinitely and, unless waived by the Attorneys-in-Fact, may not be revoked until the Attorneys-in-Fact have received five days written notice of such revocation. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 31st day of August, 2001. /s/ CHARLES H. PISTOR --------------------------------- Charles H. Pistor Director Centex Corporation 6 EXHIBIT 24a CENTEX CORPORATION POWER OF ATTORNEY THE UNDERSIGNED hereby constitutes and appoints Laurence E. Hirsch and Leldon E. Echols, or either of such individuals, with full power of substitution in the premises, as the undersigned's true and lawful agents and attorneys-in-fact (the "Attorneys-in-Fact"), with full power and authority in the name and on behalf of the undersigned, in her capacity as a Director of Centex Corporation (the "Company"), to execute and file with the Securities and Exchange Commission the Company's Registration Statement on Form S-8 (and related reoffer prospectus) relating to the issuance by the Company of up to 1,750,000 shares of Common Stock, par value $0.25 per share, of the Company under the Centex Corporation 2001 Stock Plan, together with any and all amendments to such Registration Statement. This Power of Attorney and all authority granted and conferred hereby shall continue indefinitely and, unless waived by the Attorneys-in-Fact, may not be revoked until the Attorneys-in-Fact have received five days written notice of such revocation. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 31st day of August, 2001. /s/ FREDERIC M. POSES ---------------------- Frederic M. Poses Director Centex Corporation 7 EXHIBIT 24a CENTEX CORPORATION POWER OF ATTORNEY THE UNDERSIGNED hereby constitutes and appoints Laurence E. Hirsch and Leldon E. Echols, or either of such individuals, with full power of substitution in the premises, as the undersigned's true and lawful agents and attorneys-in-fact (the "Attorneys-in-Fact"), with full power and authority in the name and on behalf of the undersigned, in her capacity as a Director of Centex Corporation (the "Company"), to execute and file with the Securities and Exchange Commission the Company's Registration Statement on Form S-8 (and related reoffer prospectus) relating to the issuance by the Company of up to 1,750,000 shares of Common Stock, par value $0.25 per share, of the Company under the Centex Corporation 2001 Stock Plan, together with any and all amendments to such Registration Statement. This Power of Attorney and all authority granted and conferred hereby shall continue indefinitely and, unless waived by the Attorneys-in-Fact, may not be revoked until the Attorneys-in-Fact have received five days written notice of such revocation. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 31st day of August, 2001. /s/ DAVID W. QUINN ------------------------- David W. Quinn Director Centex Corporation 8 EXHIBIT 24a CENTEX CORPORATION POWER OF ATTORNEY THE UNDERSIGNED hereby constitutes and appoints Laurence E. Hirsch and Leldon E. Echols, or either of such individuals, with full power of substitution in the premises, as the undersigned's true and lawful agents and attorneys-in-fact (the "Attorneys-in-Fact"), with full power and authority in the name and on behalf of the undersigned, in her capacity as a Director of Centex Corporation (the "Company"), to execute and file with the Securities and Exchange Commission the Company's Registration Statement on Form S-8 (and related reoffer prospectus) relating to the issuance by the Company of up to 1,750,000 shares of Common Stock, par value $0.25 per share, of the Company under the Centex Corporation 2001 Stock Plan, together with any and all amendments to such Registration Statement. This Power of Attorney and all authority granted and conferred hereby shall continue indefinitely and, unless waived by the Attorneys-in-Fact, may not be revoked until the Attorneys-in-Fact have received five days written notice of such revocation. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 31st day of August, 2001. /s/ PAUL R. SEEGERS ------------------------- Paul R. Seegers Director Centex Corporation 9 EXHIBIT 24a CENTEX CORPORATION POWER OF ATTORNEY THE UNDERSIGNED hereby constitutes and appoints Laurence E. Hirsch and Leldon E. Echols, or either of such individuals, with full power of substitution in the premises, as the undersigned's true and lawful agents and attorneys-in-fact (the "Attorneys-in-Fact"), with full power and authority in the name and on behalf of the undersigned, in her capacity as a Director of Centex Corporation (the "Company"), to execute and file with the Securities and Exchange Commission the Company's Registration Statement on Form S-8 (and related reoffer prospectus) relating to the issuance by the Company of up to 1,750,000 shares of Common Stock, par value $0.25 per share, of the Company under the Centex Corporation 2001 Stock Plan, together with any and all amendments to such Registration Statement. This Power of Attorney and all authority granted and conferred hereby shall continue indefinitely and, unless waived by the Attorneys-in-Fact, may not be revoked until the Attorneys-in-Fact have received five days written notice of such revocation. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 31st day of August, 2001. /s/ PAUL T. STOFFEL ---------------------------- Paul T. Stoffel Director Centex Corporation EX-24.(B) 7 d90413ex24-b.txt EX-24.(B) POWERS OF ATTORNEY 1 EXHIBIT 24b 3333 HOLDING CORPORATION POWER OF ATTORNEY THE UNDERSIGNED hereby constitutes and appoints Stephen M. Weinberg with full power of substitution in the premises, as the undersigned's true and lawful agent and attorney-in-fact (the "Attorney-in-Fact"), with full power and authority in the name and on behalf of the undersigned, in his capacity as a Director of 3333 Holding Corporation (the "Company"), to execute and file with the Securities and Exchange Commission the Company's Registration Statement on Form S-8 (and related reoffer prospectus) relating to the issuance by Centex Corporation of up to 1,750,000 shares of Common Stock, par value $0.25 per share, of Centex Corporation under the Centex Corporation 2001 Stock Plan, together with any and all amendments to such Registration Statement. This Power of Attorney and all authority granted and conferred hereby shall continue indefinitely and, unless waived by the Attorney-in-Fact, may not be revoked until the Attorney-in-Fact has received five days written notice of such revocation. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 31st day of August, 2001. /s/ JOSIAH O. LOW, III ------------------------ Josiah O. Low, III Director 3333 Holding Corporation 2 EXHIBIT 24b 3333 HOLDING CORPORATION POWER OF ATTORNEY THE UNDERSIGNED hereby constitutes and appoints Stephen M. Weinberg with full power of substitution in the premises, as the undersigned's true and lawful agent and attorney-in-fact (the "Attorney-in-Fact"), with full power and authority in the name and on behalf of the undersigned, in his capacity as a Director of 3333 Holding Corporation (the "Company"), to execute and file with the Securities and Exchange Commission the Company's Registration Statement on Form S-8 (and related reoffer prospectus) relating to the issuance by Centex Corporation of up to 1,750,000 shares of Common Stock, par value $0.25 per share, of Centex Corporation under the Centex Corporation 2001 Stock Plan, together with any and all amendments to such Registration Statement. This Power of Attorney and all authority granted and conferred hereby shall continue indefinitely and, unless waived by the Attorney-in-Fact, may not be revoked until the Attorney-in-Fact has received five days written notice of such revocation. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 31st day of August, 2001. /s/ DAVID M. SHERER -------------------------- David M. Sherer Director 3333 Holding Corporation 3 EXHIBIT 24b 3333 HOLDING CORPORATION POWER OF ATTORNEY THE UNDERSIGNED hereby constitutes and appoints Stephen M. Weinberg with full power of substitution in the premises, as the undersigned's true and lawful agent and attorney-in-fact (the "Attorney-in-Fact"), with full power and authority in the name and on behalf of the undersigned, in his capacity as a Director of 3333 Holding Corporation (the "Company"), to execute and file with the Securities and Exchange Commission the Company's Registration Statement on Form S-8 (and related reoffer prospectus) relating to the issuance by Centex Corporation of up to 1,750,000 shares of Common Stock, par value $0.25 per share, of Centex Corporation under the Centex Corporation 2001 Stock Plan, together with any and all amendments to such Registration Statement. This Power of Attorney and all authority granted and conferred hereby shall continue indefinitely and, unless waived by the Attorney-in-Fact, may not be revoked until the Attorney-in-Fact has received five days written notice of such revocation. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 31st day of August, 2001. /s/ ROGER O. WEST ---------------------------- Roger O. West Director 3333 Development Corporation EX-24.(C) 8 d90413ex24-c.txt EX-24.(C) POWERS OF ATTORNEY 1 EXHIBIT 24c CENTEX DEVELOPMENT COMPANY, L.P. POWER OF ATTORNEY THE UNDERSIGNED hereby constitutes and appoints Stephen M. Weinberg with full power of substitution in the premises, as the undersigned's true and lawful agent and attorney-in-fact (the "Attorney-in-Fact"), with full power and authority in the name and on behalf of the undersigned, in his capacity as a Director of 3333 Development Corporation, general partner of Centex Development Company, L.P. (the "Company"), to execute and file with the Securities and Exchange Commission the Company's Registration Statement on Form S-8 (and related reoffer prospectus) relating to the issuance by Centex Corporation of up to 1,750,000 additional shares of Common Stock, par value $0.25 per share, of Centex Corporation under the Centex Corporation 2001 Stock Plan, together with any and all amendments to such Registration Statement. This Power of Attorney and all authority granted and conferred hereby shall continue indefinitely and, unless waived by the Attorney-in-Fact, may not be revoked until the Attorney-in-Fact has received five days written notice of such revocation. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 31st day of August, 2001. /s/ JOSIAH O. LOW, III ---------------------------- Josiah O. Low, III Director 3333 Development Corporation 2 EXHIBIT 24c CENTEX DEVELOPMENT COMPANY, L.P. POWER OF ATTORNEY THE UNDERSIGNED hereby constitutes and appoints Stephen M. Weinberg with full power of substitution in the premises, as the undersigned's true and lawful agent and attorney-in-fact (the "Attorney-in-Fact"), with full power and authority in the name and on behalf of the undersigned, in his capacity as a Director of 3333 Development Corporation, general partner of Centex Development Company, L.P. (the "Company"), to execute and file with the Securities and Exchange Commission the Company's Registration Statement on Form S-8 (and related reoffer prospectus) relating to the issuance by Centex Corporation of up to 1,750,000 additional shares of Common Stock, par value $0.25 per share, of Centex Corporation under the Centex Corporation 2001 Stock Plan, together with any and all amendments to such Registration Statement. This Power of Attorney and all authority granted and conferred hereby shall continue indefinitely and, unless waived by the Attorney-in-Fact, may not be revoked until the Attorney-in-Fact has received five days written notice of such revocation. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 31st day of August, 2001. /s/ DAVID M. SHERER ----------------------------- David M. Sherer Director 3333 Development Corporation 3 EXHIBIT 24c CENTEX DEVELOPMENT COMPANY, L.P. POWER OF ATTORNEY THE UNDERSIGNED hereby constitutes and appoints Stephen M. Weinberg with full power of substitution in the premises, as the undersigned's true and lawful agent and attorney-in-fact (the "Attorney-in-Fact"), with full power and authority in the name and on behalf of the undersigned, in his capacity as a Director of 3333 Development Corporation, general partner of Centex Development Company, L.P. (the "Company"), to execute and file with the Securities and Exchange Commission the Company's Registration Statement on Form S-8 (and related reoffer prospectus) relating to the issuance by Centex Corporation of up to 1,750,000 additional shares of Common Stock, par value $0.25 per share, of Centex Corporation under the Centex Corporation 2001 Stock Plan, together with any and all amendments to such Registration Statement. This Power of Attorney and all authority granted and conferred hereby shall continue indefinitely and, unless waived by the Attorney-in-Fact, may not be revoked until the Attorney-in-Fact has received five days written notice of such revocation. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 31st day of August, 2001. /s/ ROGER O. WEST ----------------------------- Roger O. West Director 3333 Development Corporation -----END PRIVACY-ENHANCED MESSAGE-----

EX-4

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                                                                       EXHIBIT 4

                               CENTEX CORPORATION

                                 2001 STOCK PLAN

1.       PURPOSE

         The purpose of the Plan is to assist the Company in attracting and
         retaining as officers and key employees of the Company and its
         Affiliates, and as Directors of the Company, individuals of training,
         experience and ability, and to furnish additional incentive to such
         individuals by encouraging them to become owners of Shares, by granting
         to such individuals Options or Restricted Stock.

2.       DEFINITIONS

         Unless the context otherwise requires, the following words as used
         herein shall have the following meanings:

         "Affiliate" -- Any corporation or other entity that is a direct or
         indirect parent or subsidiary (including, without limitation,
         partnerships and limited liability companies) of the Company.

         "Agreement" -- The written agreement, whether delivered on paper or by
         electronic medium, between the Company and the Optionee or holder of
         Restricted Stock evidencing the Option or Restricted Stock granted by
         the Company, which shall be in such form and contain such provisions as
         the Committee may prescribe.

         "Board" -- The Board of Directors of the Company, as the same may be
         constituted from time to time.

         "Code" -- The Internal Revenue Code of 1986, as amended from time to
         time.

         "Committee" -- The Compensation and Stock Option Committee of the
         Board, composed solely of two or more Directors who are appointed by
         the Board from time to time and who satisfy the requirements of Rule
         16b-3(b)(3) promulgated under the Securities Exchange Act of 1934, or
         any successor provision.

         "Company" -- Centex Corporation, a Nevada corporation.

         "Director" -- An individual who is a member of the Board.

         "Disability" -- Total and permanent disability as set forth in Section
         22(e)(3) of the Code, or any successor provision.

         "Fair Market Value" -- The closing price per Share reported on the
         consolidated transaction reporting system for the New York Stock
         Exchange as of a particular date or, if there shall have been no such
         sale so reported on that date, on the last preceding date on which such
         a sale was reported.

         "Option" -- A nonqualified option to purchase one or more Shares
         granted under and pursuant to the Plan. A nonqualified option does not
         satisfy the requirements of Section 422 of the Code, or any successor
         provision.

         "Optionee" -- An individual who has been granted an Option under the
         Plan.

         "Plan" -- This Centex Corporation 2001 Stock Plan.

         "Restricted Stock" -- Shares issued pursuant to Section 17 of the Plan.

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         "Share" -- A share of the Company's present twenty-five cents ($0.25)
         par value common stock and any share or shares of capital stock or
         other securities of the Company hereafter issued or issuable upon, in
         respect of or in substitution or in exchange for each present share.
         Such Shares may be unissued or reacquired Shares, as the Board, in its
         sole and absolute discretion, shall from time to time determine.

3.       ADMINISTRATION

         Subject to the provisions hereof, the Committee shall have full and
         exclusive power and authority to administer this Plan and to take all
         actions that are specifically contemplated hereby or are necessary or
         appropriate in connection with the administration hereof. The Committee
         shall also have full and exclusive power to interpret this Plan and to
         adopt such rules, regulations and guidelines for carrying out this Plan
         as it may deem necessary or proper, all of which powers shall be
         exercised in the best interests of the Company and in keeping with the
         objectives of this Plan. The Committee may, in its discretion, provide
         for the extension of the exercisability of an Option, accelerate the
         vesting or exercisability of an Option or Restricted Stock award,
         eliminate or make less restrictive any restrictions applicable to an
         Option or Restricted Stock award, waive any restriction or other
         provision of this Plan or an Option or Restricted Stock award or
         otherwise amend or modify an Option or Restricted Stock award in any
         manner that is either (i) not adverse to the Optionee or holder of
         Restricted Stock to whom such Option or Restricted Stock was granted or
         (ii) consented to by the Optionee or holder of Restricted Stock. The
         Committee may correct any defect or supply any omission or reconcile
         any inconsistency in this Plan or in any award in the manner and to the
         extent the Committee deems necessary or desirable to further the Plan
         purposes. Any decision of the Committee in the interpretation and
         administration of this Plan shall lie within its sole and absolute
         discretion and shall be final, conclusive and binding on all parties
         concerned.

4.       SHARES SUBJECT TO PLAN

         (a)      A maximum of 1,750,000 Shares shall be subject to grants of
                  Options or awards of Restricted Stock under the Plan;
                  provided, however, that of such number of Shares, no more than
                  175,000 Shares shall be subject to awards of Restricted Stock;
                  and provided further, that such maximum shall be increased or
                  decreased as provided in Section 12 hereof. The Shares subject
                  to the Plan shall consist of unissued Shares or previously
                  issued Shares reacquired and held by the Company or any
                  Affiliate.

         (b)      At any time and from time to time after the Plan takes effect,
                  the Committee, pursuant to the provisions herein set forth,
                  may grant Options and award Restricted Stock until the maximum
                  number of Shares shall be exhausted or the Plan shall be
                  sooner terminated.

         (c)      If any Option expires or is canceled without being fully
                  exercised or is settled in cash, or if any Restricted Stock
                  previously awarded is reacquired by the Company, the number of
                  Shares with respect to which such Option shall not have been
                  exercised prior to its expiration or cancellation and the
                  number of Shares of such Restricted Stock so reacquired may
                  again be optioned or awarded pursuant to the provisions
                  hereof.

         (d)      If the option price or any applicable tax withholding
                  obligation payable upon exercise of an Option is satisfied by
                  the tender or withholding of Shares to or by the Company (by
                  either actual delivery or attestation), the number of Shares
                  so tendered or withheld shall be eligible for reissuance under
                  the Plan.


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5.       ELIGIBILITY

         Eligibility for receipt of a grant of Options under the Plan shall be
         confined to (a) a limited number of persons who are employed by the
         Company or an Affiliate and hold key positions in and for the Company
         or an Affiliate and (b) Directors.

6.       GRANTING OF OPTIONS

         (a)      From time to time while the Plan is in effect, the Committee
                  may in its absolute discretion select from among the persons
                  eligible to receive a grant of Options under the Plan
                  (including persons who have already received such grants of
                  Options) such one or more of them as in the opinion of the
                  Committee should be granted Options. The Committee shall
                  thereupon, likewise in its absolute discretion, determine the
                  number of Shares to be allotted for option to each person so
                  selected.

         (b)      Each person so selected shall be granted an Option to purchase
                  the number of Shares so allotted to him, upon such terms and
                  conditions, consistent with the provisions of the Plan, as the
                  Committee may specify.

         (c)      Each Option granted under the Plan shall be evidenced by an
                  Agreement setting forth the terms and conditions of the
                  Option. The date that the Committee specifies to be the grant
                  date of an Option to an individual shall constitute the date
                  on which the Option covered by such Agreement is granted. In
                  no event, however, shall an Optionee gain any rights in
                  addition to those specified by the Committee in its grant,
                  regardless of the time that may pass between the grant of the
                  Option and the actual execution of the Agreement by the
                  Company and the Optionee.

         (d)      No person may be granted Options under this Plan for more than
                  250,000 Shares in any one-year period.

7.       OPTION PRICE

         The option price for each Share covered by each Option shall not be
         less than 100% of the Fair Market Value of the Share at the time the
         Option is granted. Notwithstanding the foregoing, if there occurs any
         transaction of a type described in Section 12(a), (b) or (c) hereof,
         the option price of the Shares subject to each existing Option adjusted
         pursuant to such provisions or any new Option or assumed option issued
         pursuant to such provisions may be different than the Fair Market Value
         of the Shares at the time the Option is granted; provided, however, in
         no event shall --

         (a)      the excess of the aggregate Fair Market Value of the Shares
                  subject to the Option immediately after the transaction over
                  the aggregate option price of such Shares be more than the
                  excess of the aggregate Fair Market Value of all shares
                  subject to the other option immediately prior to the
                  transaction over the aggregate option price of shares subject
                  to the other option; and

         (b)      the ratio of the option price to the Fair Market Value of the
                  Shares subject to the Option immediately after the transaction
                  be more favorable to the Optionee than the ratio of the option
                  price to the Fair Market Value of the shares subject to the
                  other option immediately prior to such transaction, determined
                  on a share-by-share basis.






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8.       OPTION PERIOD

         Each Option shall run for such period of time as the Committee may
         specify, but in no event for longer than seven (7) years from the date
         when the Option is granted, including the period of time provided in
         the subsections of this Section 8; and subject to the following limits:

         (a)      Except as provided below in this subsection (a), all rights to
                  exercise an Option shall terminate within four (4) months
                  after the date the Optionee ceases to be an employee of the
                  Company or an Affiliate, or after the date the Optionee ceases
                  to be a Director, whichever may occur later, for any reason
                  other than death or Disability (but in no event later than the
                  end of the original period of the Option); except that (i) in
                  the case of an Optionee who is a Director and, on the date the
                  Optionee ceases to be a Director (and if also an employee
                  ceases to be an employee), has (A) at least ten (10) years of
                  service as a Director, all Shares subject to such Option will
                  vest on such date and all rights to exercise such Option shall
                  terminate three (3) years after the date the Optionee ceases
                  to be a Director (but in no event later than the end of the
                  original period of the Option), or (B) less than ten (10)
                  years of service as a Director, all Shares subject to such
                  Option will continue to vest in accordance with its terms for
                  a period of three (3) years following such date, and all
                  rights to exercise such Option shall terminate three (3) years
                  after such date; and (ii) if the Optionee's employment or
                  service as a Director is terminated for cause, the entire
                  Option, including both exercisable and unexercisable Shares,
                  shall immediately terminate and thereafter be null and void
                  for all purposes.

         (b)      If the Optionee ceases to be employed by the Company and its
                  Affiliates, or ceases to be a Director, whichever may occur
                  later, by reason of his death, all rights to exercise any
                  Option held by such Optionee shall terminate fifteen (15)
                  months after his death (but in no event later than the end of
                  the original period of the Option).

         (c)      If the employment of the Optionee with the Company or any of
                  its Affiliates shall terminate as a result of a Disability, he
                  may, within six (6) months following such date (but in no
                  event later than the end of the original period of the
                  Option), exercise any Option held by such Optionee, in each
                  case, to the extent he was entitled to exercise such Option on
                  the date of termination of employment. To the extent that the
                  Shares covered by his Option were unexercisable as of such
                  termination of employment, the Option shall terminate. If the
                  Optionee does not exercise such Option (which he was entitled
                  to exercise as of such termination) within the time specified
                  herein, the Option shall thereupon terminate.

         (d)      If an Option is granted with a term shorter than seven (7)
                  years, the Committee may extend the term of the Option, but
                  for not more than seven (7) years from the date when the
                  Option was originally granted.

9.       OPTIONS NOT TRANSFERABLE

         Unless otherwise determined by the Committee and provided in the
         Agreement, no Option or interest therein shall be transferable by an
         Optionee otherwise than by will or by the applicable laws of descent
         and distribution. The Committee may prescribe and include in an
         Agreement any applicable restrictions or conditions on transfer of
         Options. Any attempted assignment in violation of this Section 9 shall
         be null and void.

10.      EXERCISE OF OPTIONS

         (a)      During the lifetime of an Optionee, only he or his guardian or
                  legal representative or transferee may exercise an Option
                  granted to him. In the event of his death, any then
                  exercisable portion of his Option may, within fifteen (15)
                  months thereafter or earlier date of termination of the
                  original period of Option, be exercised in whole or in part by
                  any person empowered to do so under the deceased Optionee's
                  will or under the applicable laws of descent and distribution.




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         (b)      At any time, and from time to time, during the period when any
                  Option, or a portion thereof, is exercisable, such Option, or
                  portion thereof, may be exercised in whole or in part;
                  provided, however, that the Committee may require in the
                  Agreement that any Option which is partially exercised be so
                  exercised with respect to at least a stated minimum number of
                  Shares.

         (c)      Each exercise of an Option or portion or part thereof shall be
                  evidenced by a notice in writing to the Company, or by a
                  one-time notice to the broker, accompanied by payment in full
                  of the option price of the Shares then being purchased.
                  Payment in full shall mean payment of the full amount due,
                  either in cash, by check or wire transfer or, with the consent
                  of the Committee, with Shares owned by the Optionee, including
                  an actual or deemed multiple series of exchanges of such
                  Shares. For purposes of determining the amount, if any, of the
                  option price satisfied by payment in Shares, such Shares shall
                  be valued at their Fair Market Value on the date of exercise.
                  Any Shares delivered in satisfaction of all or a portion of
                  the option price shall be appropriately endorsed for transfer
                  and assignment to the Company.

         (d)      No Shares shall be issued until full payment therefor has been
                  made, and an Optionee shall have none of the rights of a
                  stockholder until Shares are issued to him.

         (e)      Nothing herein or in any Agreement evidencing an Option
                  granted hereunder shall require the Company to issue any
                  Shares upon exercise of an Option if such issuance would, in
                  the opinion of counsel for the Company, constitute a violation
                  of the Securities Act of 1933, as amended, or any similar or
                  superseding statute or statutes, or any other applicable
                  statute or regulation, as then in effect. Upon the exercise of
                  an Option or portion or part thereof, the Optionee shall give
                  to the Company satisfactory evidence that he is acquiring such
                  Shares for the purpose of investment only and not with a view
                  to their distribution; provided, however, if or to the extent
                  that the Shares subject to the Option shall be included in a
                  registration statement filed by the Company or an Affiliate,
                  such investment representation shall not be required.

11.      DELIVERY OF SHARES UPON EXERCISE

         As promptly as may be practicable after an Option, or a portion or part
         thereof, has been exercised as hereinabove provided, the Company shall
         make delivery of the Shares acquired upon exercise of such Option to
         the Optionee or shall cause such Optionee's interest in such Shares to
         be evidenced by an entry on the Company's books and records.

12.      CHANGES IN COMPANY'S SHARES AND CERTAIN CORPORATE TRANSACTIONS

         (a)      If at any time while the Plan is in effect there shall occur
                  any subdivision or consolidation of outstanding Shares,
                  declaration of a dividend payable in Shares or other stock
                  split, then, and in each such event, the Committee shall make
                  proportionate adjustments to:

                  (i)      the maximum number of Shares then subject to being
                           optioned or awarded as Restricted Stock under the
                           Plan, to the end that the same proportion of the
                           Company's issued and outstanding Shares shall
                           continue to be subject to being so optioned and
                           awarded;

                  (ii)     the number of Shares and the option price per Share
                           thereof then subject to purchase pursuant to each
                           Option previously granted, to the end that the same
                           proportion of the Company's issued and outstanding
                           Shares shall remain subject to purchase at the same
                           aggregate option price;

                  (iii)    the number of Shares of Restricted Stock previously
                           awarded under the Plan, to the end that each award
                           represents the same proportion of the Company's
                           issued and outstanding Shares; and

Page 5
   6

                  (iv)     the number of Shares subject to Options that may be
                           granted to any person in any one-year period pursuant
                           to the limitation set forth in Section 6(d), to the
                           end that each such limitation represents the same
                           proportion of the Company's issued and outstanding
                           Shares.

         (b)      If at any time while the Plan is in effect there shall occur
                  any other recapitalization or capital reorganization of the
                  Company, any consolidation or merger of the Company with
                  another corporation or entity, the adoption by the Company of
                  any plan of exchange affecting the Shares or any distribution
                  to holders of Shares of securities or property (other than
                  normal cash dividends or dividends payable in Shares), the
                  Committee may make proportionate adjustments to:

                  (i)      the number of Shares and the option price per Share
                           thereof then subject to purchase pursuant to each
                           Option previously granted;

                  (ii)     the number of Shares of Restricted Stock previously
                           awarded under the Plan; and

                  (iii)    the number of Shares subject to Options that may be
                           granted to any person in any one-year period pursuant
                           to the limitation set forth in Section 6(d);

                  in each case, in order to reflect the transaction and (in the
                  case of clauses (i) and (ii) above) to the end of maintaining
                  the proportionate interest of the holders of Options and
                  Shares of Restricted Stock; provided, however, that such
                  adjustments shall only be made to the extent necessary to
                  preserve, without exceeding, the value of such Options and
                  Shares of Restricted Stock.

         (c)      In the event of a merger, consolidation, acquisition of
                  property or stock, separation, reorganization or liquidation,
                  the Committee shall be authorized to issue or assume new
                  Options or Shares of Restricted Stock as it determines is
                  appropriate in substitution for, or to reflect the assumption
                  of, any other option, restricted stock grant or other award,
                  whether or not awarded under this Plan.

         (d)      Except as is otherwise expressly provided herein, the issuance
                  by the Company of shares of its capital stock of any class or
                  securities convertible into shares of capital stock of any
                  class, either in connection with a direct sale or upon the
                  exercise of rights or warrants to subscribe therefor, or upon
                  conversion of shares or obligations of the Company convertible
                  into such shares or other securities, shall not affect, and no
                  adjustment by reason thereof shall be made with respect to,
                  the number of or option price of Shares then subject to
                  outstanding Options granted under the Plan. Furthermore, the
                  presence of outstanding Options granted under the Plan shall
                  not affect in any manner the right or power of the Company to
                  make, authorize or consummate (i) any or all adjustments,
                  recapitalizations, reorganizations or other changes in the
                  Company's capital structure or its business; (ii) any merger
                  or consolidation of the Company; (iii) any issuance by the
                  Company of debt securities or preferred or preference stock
                  that would rank above the Shares subject to outstanding
                  Options or Shares of Restricted Stock granted under the Plan;
                  (iv) the dissolution or liquidation of the Company; (v) any
                  sale, transfer or assignment of all or any part of the assets
                  or business of the Company; or (vi) any other corporate act or
                  proceeding, whether of a similar character or otherwise.

         (e)      Notwithstanding anything to the contrary above, a dissolution
                  or liquidation of the Company, a merger (other than a merger
                  effecting a reincorporation of the Company in another state)
                  or consolidation in which the Company is not the surviving
                  corporation (or survives only as a subsidiary of another
                  corporation in a transaction in which the stockholders of the
                  parent of the Company and their proportionate interests
                  therein immediately after the transaction are not
                  substantially identical to the stockholders of the Company and
                  their proportionate interests therein immediately prior to the
                  transaction) or a change in control (as specified below) shall
                  cause every Option then outstanding to become exercisable in
                  full and shall cause every restriction with


Page 6
   7

                  respect to any Shares of Restricted Stock to terminate
                  immediately prior to such dissolution, liquidation, merger,
                  consolidation or change in control, to the extent not
                  theretofore exercisable or free of restrictions, without
                  regard to the determination as to the periods and installments
                  of exercisability or termination of restrictions contained in
                  the Agreements if, and only if, such Options have not at that
                  time theretofore expired or been terminated or such Shares of
                  Restricted Stock have not at that time theretofore been
                  cancelled or forfeited. For purposes of this Section 12(c), a
                  change in control shall be deemed to have taken place if (i) a
                  third person, including a "group" as defined in Section
                  13(d)(3) of the Securities Exchange Act of 1934, becomes the
                  beneficial owner of Shares of the Company having 50% or more
                  of the total number of votes that may be cast for the election
                  of directors of the Company or (ii) as a result of, or in
                  connection with, a contested election for directors, the
                  persons who were directors of the Company immediately before
                  such election shall cease to constitute a majority of the
                  Board. Notwithstanding the foregoing provisions of this
                  paragraph, in the event of any such dissolution, merger,
                  consolidation or change in control, the Board may completely
                  satisfy all obligations of the Company and its Affiliates with
                  respect to any Options or Shares of Restricted Stock
                  outstanding on the date of such event and cancel such Options
                  or Shares of Restricted Stock by (A) in the case of Options,
                  delivering to the Optionee cash in an amount equal to the
                  difference between the aggregate option price for Shares under
                  the Options and the Fair Market Value of such Shares on the
                  date of such event and (B) in the case of Shares of Restricted
                  Stock, delivering to the holder of such Shares cash in an
                  amount equal to the Fair Market Value of such Shares on the
                  date of such event, which payment shall in either case be made
                  within a reasonable time after such event.

13.      EFFECTIVE DATE

         The Plan shall be effective on May 17, 2001, the date of its adoption
         by the Board, but shall be submitted to the stockholders of the Company
         for approval at the next regular or special meeting thereof to be held
         within twelve (12) months after the Board shall have adopted the Plan.
         If, at such a meeting of the stockholders of the Company, the Plan is
         not approved by the affirmative vote of a majority of the $0.25 par
         value common stock of the Company present and entitled to vote at such
         meeting, then, and in such event, the Plan and all Options granted
         under the Plan and all awards of Restricted Stock under the Plan shall
         become null and void and of no further force or effect.

14.      AMENDMENT, SUSPENSION OR TERMINATION OF THE PLAN

         The Board may amend, suspend or terminate this Plan for the purpose of
         meeting or addressing any changes in legal requirements or for any
         other purpose permitted by law, except that (a) no amendment or
         alteration that would adversely affect the rights of any holder under
         any award previously granted to such person shall be made without the
         consent of such person and (b) after the stockholders of the Company
         have ratified the Plan, no amendment or alteration that would increase
         the maximum number of Shares subject to the Plan (as provided in
         Section 4(a)) or decrease the option price of an Option below 100% of
         the Fair Market Value as of the date such Option was granted (as
         provided in Section 7) may be made without obtaining approval of the
         stockholders.

15.      REQUIREMENTS OF LAW

         Notwithstanding anything contained herein to the contrary, the Company
         shall not be required to sell or issue Shares under any Option if the
         issuance thereof would constitute a violation by the Optionee or the
         Company of any provisions of any law or regulation of any governmental
         authority or any national securities exchange. As a condition of any
         sale or issuance of Shares under an Option, the Company may require
         such agreements or undertakings, if any, as the Company may deem
         necessary or advisable to ensure compliance with any such law or
         regulation.

Page 7
   8

16.      MODIFICATION OF OPTIONS

         Except as provided in Section 12, notwithstanding any other provision
         of this Plan to the contrary, (i) after an Option has been awarded, the
         price at which Shares may be purchased upon exercise of such Option
         shall not be amended and (ii) no Option shall be granted in exchange
         for a previously granted Option if the option price of such previously
         granted Option is greater than the option price of such replacement
         Option. Notwithstanding the foregoing provisions of this Section 16, no
         modification or cancellation of an Option granted hereunder shall,
         without the consent of the Optionee, alter or impair any rights or
         obligations under any Option theretofore granted hereunder to such
         Optionee under the Plan.

17.      RESTRICTED STOCK

         (a)      Subject to the terms and conditions of, and within the
                  limitations of, the Plan, Shares of Restricted Stock may be
                  awarded by the Committee to such individuals as are eligible
                  for grants of Options, as the Committee may determine at any
                  time and from time to time before the termination of the Plan.
                  Each award of Restricted Stock shall be evidenced by an
                  Agreement setting forth the terms and conditions of the award.

         (b)      A Share of Restricted Stock is a Share that does not
                  irrevocably vest in the holder or that may not be sold,
                  exchanged, pledged, transferred, assigned or otherwise
                  encumbered or disposed of until the terms and conditions set
                  by the Committee at the time of the award of the Restricted
                  Stock have been satisfied. A Share of Restricted Stock shall
                  be subject to such other restrictions, terms and conditions as
                  the Committee may establish, which may include, without
                  limitation, the rendition of services to the Company or its
                  Affiliates for a specified time or the achievement of specific
                  goals.

         (c)      If an individual receives Shares of Restricted Stock, whether
                  or not escrowed as provided below, the individual shall be the
                  record owner of such Shares and shall have all the rights of a
                  stockholder with respect to such Shares (unless the escrow
                  agreement, if any, specifically provides otherwise), including
                  the right to vote and the right to receive dividends or other
                  distributions made or paid with respect to such Shares. Any
                  certificate or certificates representing Shares of Restricted
                  Stock may bear a legend similar to the following:

                           The shares represented by this certificate have been
                           issued pursuant to the terms of the Centex
                           Corporation 2001 Stock Plan and may not be sold,
                           pledged, transferred, assigned or otherwise
                           encumbered in any manner except as set forth in the
                           terms of such award dated ________________, 20___ .

         (d)      In order to enforce the restrictions, terms and conditions
                  that may be applicable to an individual's Shares of Restricted
                  Stock, the Committee may require the individual, upon the
                  receipt of a certificate or certificates representing such
                  Shares, or at any time thereafter, to deposit such certificate
                  or certificates, together with stock powers and other
                  instruments of transfer, appropriately endorsed in blank, with
                  the Company or an escrow agent designated by the Company under
                  an escrow agreement in such form as shall be determined by the
                  Committee.

         (e)      After the satisfaction of the terms and conditions set by the
                  Committee at the time of an award of Restricted Stock to an
                  individual, if the original certificate was legended, a new
                  certificate, without the legend set forth above, for the
                  number of Shares that are no longer subject to such
                  restrictions, terms and conditions shall be delivered to the
                  individual, either by delivery of a physical certificate or an
                  electronic transfer to a broker.

         (f)      The Committee may cancel all or any portion of any outstanding
                  restrictions prior to the expiration of such restrictions with
                  respect to any or all of the Shares of Restricted Stock
                  awarded to an individual hereunder on such terms as the
                  Committee may deem appropriate.


Page 8
   9

         (g)      Subject to the other provisions of this Section 17 and unless
                  otherwise determined by the Committee, if an individual to
                  whom Restricted Stock has been awarded ceases to be employed
                  by the Company or an Affiliate, or ceases to be a director of
                  the Company, whichever may occur later, for any reason prior
                  to the satisfaction of any terms and conditions of an award,
                  any Restricted Stock remaining subject to restrictions shall
                  thereupon be forfeited by the individual and transferred to,
                  and reacquired by, the Company at no cost to the Company. In
                  such event, the individual, or in the event of his death, his
                  personal representative, shall forthwith deliver to the
                  Secretary of the Company the certificates for the Shares of
                  Restricted Stock remaining subject to such restrictions,
                  accompanied by such instruments of transfer, if any, as may
                  reasonably be required by the Secretary of the Company.

         (h)      The Committee may determine that an award of Restricted Stock
                  will be subject to restriction until one or more performance
                  goals established by the Committee have been achieved. With
                  respect to such an award, the restrictions shall lapse and the
                  award shall vest only upon achievement of the attainment of
                  one or more pre-established, objective performance goals
                  established by the Committee prior to the earlier to occur of
                  (x) 90 days after the commencement of the period of service to
                  which the performance goal relates and (y) the lapse of 25% of
                  the period of service (as established in good faith at the
                  time the goal is established), and in any event while the
                  outcome is substantially uncertain. A performance goal is
                  objective if a third party having knowledge of the relevant
                  facts could determine whether the goal is met. Such a
                  performance goal may be based on one or more business criteria
                  that apply to the individual, one or more business units of
                  the Company, or the Company as a whole, and may include one or
                  more of the following: operating income, operating margin,
                  earnings before interest, taxes, depreciation and amortization
                  (EBITDA), pre-tax income, net income, net earnings per share,
                  net earnings per share growth, return on beginning
                  stockholder's equity, return on average net assets, total
                  shareholder return relative to other companies in Centex
                  Corporation's industry group, debt/capitalization ratio and
                  customer satisfaction. Unless otherwise stated, such a
                  performance goal need not be based upon an increase or
                  positive result under a particular business criterion and
                  could include, for example, maintaining the status quo or
                  limiting economic losses (measured, in each case, by reference
                  to specific business criteria). In interpreting Plan
                  provisions applicable to performance goals, it is the intent
                  of the Plan to conform with the standards of Section 162(m) of
                  the Code and Treasury Regulation Section 1.162-27(e)(2)(i),
                  and the Committee in establishing such goals and interpreting
                  the Plan shall be guided by such provisions. Prior to the
                  lapse of any applicable restrictions and the vesting of any
                  award based on the achievement of performance goals, the
                  Committee must certify that applicable performance goals and
                  any of the material terms thereof were, in fact, satisfied. No
                  individual may be awarded Restricted Stock subject to
                  performance goals designed to comply with Section 162(m) of
                  the Code having a value of more than $6,000,000 in any given
                  one-year period.

18.      TAX WITHHOLDING

         The Company shall have the right to take whatever affirmative actions
         are required, in the opinion of the Committee, to enable the Company or
         appropriate Affiliate to satisfy any applicable payroll tax withholding
         requirements in connection with the exercise of Options granted or
         Restricted Stock awarded under the Plan. Without limiting the
         generality of the foregoing provision, the Company shall have the right
         to (a) withhold cash from a same-day-sale exercise of an Option, (b)
         deduct applicable taxes from any Option or Restricted Stock award by
         withholding, at the time of delivery and/or vesting of Shares under the
         Plan, an appropriate number of Shares for payment of taxes required by
         law, (c) permit its withholding obligations to be satisfied by the
         transfer to the Company of Shares theretofore owned by the holder of
         the


Page 9
   10

         Option or recipient of Restricted Stock with respect to which
         withholding is required, in which case such Shares shall be valued
         based on the Fair Market Value thereof when the tax withholding is
         required to be made, or (d) take such other action as may be necessary
         in the opinion of the Company to satisfy all applicable tax withholding
         obligations.

19.      GENERAL

         (a)      The proceeds received by the Company from the sale of Shares
                  pursuant to Options shall be used for general corporate
                  purposes.

         (b)      Nothing contained in the Plan or in any Agreement shall confer
                  upon any Optionee or recipient of Restricted Stock the right
                  to continue in the employ of the Company or any Affiliate or
                  interfere in any way with the rights of the Company or any
                  Affiliate to terminate such Optionee's or recipient's
                  employment at any time.

         (c)      Neither the members of the Board nor any member of the
                  Committee shall be liable for any act, omission or
                  determination taken or made in good faith with respect to the
                  Plan or any Option or award of Restricted Stock granted under
                  it, and the members of the Board and the Committee shall be
                  entitled to indemnification and reimbursement by the Company
                  in respect of any claim, loss, damage or expense (including
                  counsel fees) arising therefrom to the full extent permitted
                  by law and under any directors and officers liability or
                  similar insurance coverage that may be in effect from time to
                  time.

         (d)      As partial consideration for the granting of each Option or
                  award of Restricted Stock hereunder, the Optionee or recipient
                  shall agree with the Company that he will keep confidential
                  all information and knowledge that he has relating to the
                  manner and amount of his participation in the Plan; provided,
                  however, that such information may be disclosed as required by
                  law or given in confidence to the individual's spouse, tax or
                  financial advisors or to a financial institution to the extent
                  that such information is necessary to secure a loan.

         (e)      Participation in the Plan shall not preclude an individual
                  from eligibility in any other stock option plan of the Company
                  or any Affiliate or any old-age benefit, insurance, pension,
                  profit sharing, retirement, bonus or other extra compensation
                  plans that the Company or any Affiliate has adopted or may, at
                  any time, adopt for the benefit of its employees or directors.

         (f)      Any payment of cash or any issuance or transfer of Shares to
                  the Optionee or to his legal representative, heir, legatee or
                  distributee in accordance with the provisions hereof shall, to
                  the extent thereof, be in full satisfaction of all claims of
                  such persons hereunder. The Board or Committee may require any
                  Optionee or recipient of an award of Restricted Stock, legal
                  representative, heir, legatee or distributee, as a condition
                  precedent to such payment, to execute a release and receipt
                  therefor in such form as it shall determine.

         (g)      Neither the Committee, the Board nor the Company guarantees
                  the Shares from loss or depreciation.

         (h)      All expenses incident to the administration of the Plan,
                  including, but not limited to, legal and accounting fees,
                  shall be paid by the Company or its Affiliates.

         (i)      Records of the Company and its Affiliates regarding an
                  individual's period of employment, termination of employment
                  and the reason therefor, leaves of absence, reemployment,
                  tenure as a Director and other matters shall be conclusive for
                  all purposes hereunder, unless determined by the Board or
                  Committee to be incorrect.



Page 10
   11

         (j)      The Company and its Affiliates shall, upon request or as may
                  be specifically required hereunder, furnish or cause to be
                  furnished all of the information or documentation that is
                  necessary or required by the Board or Committee to perform
                  their duties and functions under the Plan.

         (k)      The Company assumes no obligation or responsibility to an
                  Optionee or recipient of Restricted Stock, or to such
                  Optionee's or recipient's personal representatives, heirs,
                  legatees or distributees, for any act of, or failure to act on
                  the part of, the Board or Committee.

         (l)      Any action required of the Company shall be by resolution of
                  the Board or by a person authorized to act by resolution of
                  the Board. Any action required of the Committee shall be by
                  resolution of the Committee or by a person authorized to act
                  by resolution of the Committee.

         (m)      If any provision of the Plan or any Agreement is held to be
                  illegal or invalid for any reason, the illegality or
                  invalidity shall not affect the remaining provisions of the
                  Plan or the Agreement, as the case may be, but such provision
                  shall be fully severable and the Plan or the Agreement, as the
                  case may be, shall be construed and enforced as if the illegal
                  or invalid provision had never been included herein or
                  therein.

         (n)      Whenever any notice is required or permitted hereunder, such
                  notice must be in writing and personally delivered or sent by
                  mail. Any notice required or permitted to be delivered
                  hereunder shall be deemed to be delivered on the date on which
                  it is personally delivered or, whether actually received or
                  not, on the third business day after it is deposited in the
                  United States mail, certified or registered, postage prepaid,
                  addressed to the person who is to receive it at the address
                  that such person has theretofore specified by written notice
                  delivered in accordance herewith. The Company, an Optionee or
                  a recipient of Restricted Stock may change, at any time and
                  from time to time, by written notice to the other, the address
                  that it, he or she had theretofore specified for receiving
                  notices. Until changed in accordance herewith, the Company and
                  each Optionee and recipient of Restricted Stock shall specify
                  as its and his address for receiving notices the address set
                  forth in the Agreement pertaining to the shares of Stock to
                  which such notice relates or otherwise provided to the other
                  in accordance with the Company's policies for maintaining such
                  information.

         (o)      Any person entitled to notice hereunder may waive such notice.

         (p)      The Plan shall be binding upon the Optionee or recipient of
                  Restricted Stock, his heirs, legatees and legal
                  representatives, upon the Company, its successors and assigns,
                  and upon the Board and Committee and their successors.

         (q)      The titles and headings of Sections and paragraphs are
                  included for convenience of reference only and are not to be
                  considered in construction of the provisions hereof.

         (r)      All questions arising with respect to the provisions of the
                  Plan shall be determined by application of the laws of the
                  State of Nevada, except to the extent Nevada law is preempted
                  by federal law. The obligation of the Company to sell and
                  deliver Shares hereunder is subject to applicable laws and to
                  the approval of any governmental authority required in
                  connection with the authorization, issuance, sale or delivery
                  of such Shares.

         (s)      Words used in the masculine shall apply to the feminine where
                  applicable, and wherever the context of the Plan dictates, the
                  plural shall be read as the singular and the singular as the
                  plural.

         (t)      Transactions related to the Plan, including but not limited to
                  the delivery and acceptance of any Agreement and the exercise
                  of any Option, whether in whole or in part, may be evidenced
                  by either signed documentation or on-line transactions through
                  the Corporate Stock Benefit Services web site of the Company's
                  designated broker, UBS PaineWebber Inc., or the successor
                  thereof.



Page 11

EX-5

   1
                                                                       EXHIBIT 5



                               [CENTEX LETTERHEAD]



                                 August 31, 2001


Securities and Exchange Commission
450 5th Street, N.W., Judiciary Plaza
Washington, DC 20549

                  RE:      Centex Corporation: Registration of 1,750,000 Shares
                           of Common Stock of Centex Corporation under the
                           Centex Corporation 2001 Stock Plan

Ladies and Gentlemen:

         As Executive Vice President, Chief Legal Officer, General Counsel and
Secretary of Centex Corporation (the "Corporation"), I am familiar with the
Centex Corporation 2001 Stock Plan (the "Plan") and the proposed offer and sale
of 1,750,000 shares (the "Shares") of Common Stock, $0.25 par value per share,
of the Corporation pursuant to the Plan, which Shares trade in tandem with
beneficial interests in 1,000 shares (the "Holding Shares") of Common Stock of
3333 Holding Corporation and beneficial interests in 900 warrants (the "CDC
Warrants") to purchase Class B units of limited partnership of Centex
Development Company, L.P.

         I have also made such further investigations as I have deemed necessary
to express the opinions herein stated.

         I am of the opinion that the Shares (and the beneficial interests in
the Holding Shares and the CDC Warrants) which are hereafter issued upon
exercise of options duly granted under and in accordance with the terms of the
Plan will, upon the payment of the consideration therefor required by the terms
of the Plan, be duly and validly issued, fully paid and non-assessable.

         I consent to the use of this opinion as an Exhibit to the Registration
Statement on Form S-8 being filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended, with respect to the Shares and the
beneficial interests in the Holding Shares and the CDC Warrants issuable
thereunder, and to any references to me in such Registration Statement.

                                  Very truly yours,

                                  /s/ RAYMOND G. SMERGE

                                  Raymond G. Smerge
                                  Executive Vice President, Chief Legal Officer,
                                  General Counsel and Secretary

EX-23.1

   1



                                                                    EXHIBIT 23.1


                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the incorporation by
reference in the registration statement on Form S-8 of Centex Corporation, 3333
Holding Corporation ("Holding") and Centex Development Company, L.P. ("CDC")
registering the issuance and sale of up to 1,750,000 shares of the common stock
of Centex Corporation (and corresponding beneficial interests in the 1,000
outstanding shares of Holding common stock and the 900 outstanding warrants to
purchase Class B Units of limited partnership interest in CDC, as described in
the registration statement on Form S-8) pursuant to the Centex Corporation 2001
Stock Plan of our reports, each dated May 15, 2001, which are included at page
74 and page 118, respectively, in the Joint Annual Report on Form 10-K of Centex
Corporation, Holding and CDC for their fiscal year ended March 31, 2001.

                                                     ARTHUR ANDERSEN LLP


Dallas, Texas,
     August 31, 2001

EX-24.(A)

   1



                                                                     EXHIBIT 24a


                               CENTEX CORPORATION

                                POWER OF ATTORNEY



         THE UNDERSIGNED hereby constitutes and appoints Laurence E. Hirsch and
Leldon E. Echols, or either of such individuals, with full power of substitution
in the premises, as the undersigned's true and lawful agents and
attorneys-in-fact (the "Attorneys-in-Fact"), with full power and authority in
the name and on behalf of the undersigned, in her capacity as a Director of
Centex Corporation (the "Company"), to execute and file with the Securities and
Exchange Commission the Company's Registration Statement on Form S-8 (and
related reoffer prospectus) relating to the issuance by the Company of up to
1,750,000 shares of Common Stock, par value $0.25 per share, of the Company
under the Centex Corporation 2001 Stock Plan, together with any and all
amendments to such Registration Statement.

         This Power of Attorney and all authority granted and conferred hereby
shall continue indefinitely and, unless waived by the Attorneys-in-Fact, may not
be revoked until the Attorneys-in-Fact have received five days written notice of
such revocation.

         IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 31st day of August, 2001.




                                                       /s/ BARBARA T. ALEXANDER
                                                       ------------------------
                                                       Barbara T. Alexander
                                                       Director
                                                       Centex Corporation


   2


                                                                     EXHIBIT 24a


                               CENTEX CORPORATION

                                POWER OF ATTORNEY



         THE UNDERSIGNED hereby constitutes and appoints Laurence E. Hirsch and
Leldon E. Echols, or either of such individuals, with full power of substitution
in the premises, as the undersigned's true and lawful agents and
attorneys-in-fact (the "Attorneys-in-Fact"), with full power and authority in
the name and on behalf of the undersigned, in her capacity as a Director of
Centex Corporation (the "Company"), to execute and file with the Securities and
Exchange Commission the Company's Registration Statement on Form S-8 (and
related reoffer prospectus) relating to the issuance by the Company of up to
1,750,000 shares of Common Stock, par value $0.25 per share, of the Company
under the Centex Corporation 2001 Stock Plan, together with any and all
amendments to such Registration Statement.

         This Power of Attorney and all authority granted and conferred hereby
shall continue indefinitely and, unless waived by the Attorneys-in-Fact, may not
be revoked until the Attorneys-in-Fact have received five days written notice of
such revocation.

         IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 31st day of August, 2001.




                                                     /s/ DAN W. COOK III
                                                     ---------------------------
                                                     Dan W. Cook III
                                                     Director
                                                     Centex Corporation


   3


                                                                     EXHIBIT 24a


                               CENTEX CORPORATION

                                POWER OF ATTORNEY



         THE UNDERSIGNED hereby constitutes and appoints Laurence E. Hirsch and
Leldon E. Echols, or either of such individuals, with full power of substitution
in the premises, as the undersigned's true and lawful agents and
attorneys-in-fact (the "Attorneys-in-Fact"), with full power and authority in
the name and on behalf of the undersigned, in her capacity as a Director of
Centex Corporation (the "Company"), to execute and file with the Securities and
Exchange Commission the Company's Registration Statement on Form S-8 (and
related reoffer prospectus) relating to the issuance by the Company of up to
1,750,000 shares of Common Stock, par value $0.25 per share, of the Company
under the Centex Corporation 2001 Stock Plan, together with any and all
amendments to such Registration Statement.

         This Power of Attorney and all authority granted and conferred hereby
shall continue indefinitely and, unless waived by the Attorneys-in-Fact, may not
be revoked until the Attorneys-in-Fact have received five days written notice of
such revocation.

         IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 31st day of August, 2001.




                                                     /s/ JUAN L. ELEK
                                                     ---------------------------
                                                     Juan L. Elek
                                                     Director
                                                     Centex Corporation


   4


                                                                     EXHIBIT 24a


                               CENTEX CORPORATION

                                POWER OF ATTORNEY



         THE UNDERSIGNED hereby constitutes and appoints Laurence E. Hirsch and
Leldon E. Echols, or either of such individuals, with full power of substitution
in the premises, as the undersigned's true and lawful agents and
attorneys-in-fact (the "Attorneys-in-Fact"), with full power and authority in
the name and on behalf of the undersigned, in her capacity as a Director of
Centex Corporation (the "Company"), to execute and file with the Securities and
Exchange Commission the Company's Registration Statement on Form S-8 (and
related reoffer prospectus) relating to the issuance by the Company of up to
1,750,000 shares of Common Stock, par value $0.25 per share, of the Company
under the Centex Corporation 2001 Stock Plan, together with any and all
amendments to such Registration Statement.

         This Power of Attorney and all authority granted and conferred hereby
shall continue indefinitely and, unless waived by the Attorneys-in-Fact, may not
be revoked until the Attorneys-in-Fact have received five days written notice of
such revocation.

         IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 31st day of August, 2001.




                                                  /s/ CLINT W. MURCHISON, III
                                                  -----------------------------
                                                  Clint W. Murchison, III
                                                  Director
                                                  Centex Corporation


   5


                                                                     EXHIBIT 24a


                               CENTEX CORPORATION

                                POWER OF ATTORNEY



         THE UNDERSIGNED hereby constitutes and appoints Laurence E. Hirsch and
Leldon E. Echols, or either of such individuals, with full power of substitution
in the premises, as the undersigned's true and lawful agents and
attorneys-in-fact (the "Attorneys-in-Fact"), with full power and authority in
the name and on behalf of the undersigned, in her capacity as a Director of
Centex Corporation (the "Company"), to execute and file with the Securities and
Exchange Commission the Company's Registration Statement on Form S-8 (and
related reoffer prospectus) relating to the issuance by the Company of up to
1,750,000 shares of Common Stock, par value $0.25 per share, of the Company
under the Centex Corporation 2001 Stock Plan, together with any and all
amendments to such Registration Statement.

         This Power of Attorney and all authority granted and conferred hereby
shall continue indefinitely and, unless waived by the Attorneys-in-Fact, may not
be revoked until the Attorneys-in-Fact have received five days written notice of
such revocation.

         IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 31st day of August, 2001.




                                              /s/ CHARLES H. PISTOR
                                              ---------------------------------
                                              Charles H. Pistor
                                              Director
                                              Centex Corporation


   6


                                                                     EXHIBIT 24a


                               CENTEX CORPORATION

                                POWER OF ATTORNEY



         THE UNDERSIGNED hereby constitutes and appoints Laurence E. Hirsch and
Leldon E. Echols, or either of such individuals, with full power of substitution
in the premises, as the undersigned's true and lawful agents and
attorneys-in-fact (the "Attorneys-in-Fact"), with full power and authority in
the name and on behalf of the undersigned, in her capacity as a Director of
Centex Corporation (the "Company"), to execute and file with the Securities and
Exchange Commission the Company's Registration Statement on Form S-8 (and
related reoffer prospectus) relating to the issuance by the Company of up to
1,750,000 shares of Common Stock, par value $0.25 per share, of the Company
under the Centex Corporation 2001 Stock Plan, together with any and all
amendments to such Registration Statement.

         This Power of Attorney and all authority granted and conferred hereby
shall continue indefinitely and, unless waived by the Attorneys-in-Fact, may not
be revoked until the Attorneys-in-Fact have received five days written notice of
such revocation.

         IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 31st day of August, 2001.




                                                         /s/ FREDERIC M. POSES
                                                         ----------------------
                                                         Frederic M. Poses
                                                         Director
                                                         Centex Corporation


   7


                                                                     EXHIBIT 24a


                               CENTEX CORPORATION

                                POWER OF ATTORNEY



         THE UNDERSIGNED hereby constitutes and appoints Laurence E. Hirsch and
Leldon E. Echols, or either of such individuals, with full power of substitution
in the premises, as the undersigned's true and lawful agents and
attorneys-in-fact (the "Attorneys-in-Fact"), with full power and authority in
the name and on behalf of the undersigned, in her capacity as a Director of
Centex Corporation (the "Company"), to execute and file with the Securities and
Exchange Commission the Company's Registration Statement on Form S-8 (and
related reoffer prospectus) relating to the issuance by the Company of up to
1,750,000 shares of Common Stock, par value $0.25 per share, of the Company
under the Centex Corporation 2001 Stock Plan, together with any and all
amendments to such Registration Statement.

         This Power of Attorney and all authority granted and conferred hereby
shall continue indefinitely and, unless waived by the Attorneys-in-Fact, may not
be revoked until the Attorneys-in-Fact have received five days written notice of
such revocation.

         IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 31st day of August, 2001.




                                                       /s/ DAVID W. QUINN
                                                       -------------------------
                                                       David W. Quinn
                                                       Director
                                                       Centex Corporation


   8


                                                                     EXHIBIT 24a


                               CENTEX CORPORATION

                                POWER OF ATTORNEY



         THE UNDERSIGNED hereby constitutes and appoints Laurence E. Hirsch and
Leldon E. Echols, or either of such individuals, with full power of substitution
in the premises, as the undersigned's true and lawful agents and
attorneys-in-fact (the "Attorneys-in-Fact"), with full power and authority in
the name and on behalf of the undersigned, in her capacity as a Director of
Centex Corporation (the "Company"), to execute and file with the Securities and
Exchange Commission the Company's Registration Statement on Form S-8 (and
related reoffer prospectus) relating to the issuance by the Company of up to
1,750,000 shares of Common Stock, par value $0.25 per share, of the Company
under the Centex Corporation 2001 Stock Plan, together with any and all
amendments to such Registration Statement.

         This Power of Attorney and all authority granted and conferred hereby
shall continue indefinitely and, unless waived by the Attorneys-in-Fact, may not
be revoked until the Attorneys-in-Fact have received five days written notice of
such revocation.

         IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 31st day of August, 2001.




                                                       /s/ PAUL R. SEEGERS
                                                       -------------------------
                                                       Paul R. Seegers
                                                       Director
                                                       Centex Corporation


   9


                                                                     EXHIBIT 24a


                               CENTEX CORPORATION

                                POWER OF ATTORNEY



         THE UNDERSIGNED hereby constitutes and appoints Laurence E. Hirsch and
Leldon E. Echols, or either of such individuals, with full power of substitution
in the premises, as the undersigned's true and lawful agents and
attorneys-in-fact (the "Attorneys-in-Fact"), with full power and authority in
the name and on behalf of the undersigned, in her capacity as a Director of
Centex Corporation (the "Company"), to execute and file with the Securities and
Exchange Commission the Company's Registration Statement on Form S-8 (and
related reoffer prospectus) relating to the issuance by the Company of up to
1,750,000 shares of Common Stock, par value $0.25 per share, of the Company
under the Centex Corporation 2001 Stock Plan, together with any and all
amendments to such Registration Statement.

         This Power of Attorney and all authority granted and conferred hereby
shall continue indefinitely and, unless waived by the Attorneys-in-Fact, may not
be revoked until the Attorneys-in-Fact have received five days written notice of
such revocation.

         IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 31st day of August, 2001.




                                                    /s/ PAUL T. STOFFEL
                                                    ----------------------------
                                                    Paul T. Stoffel
                                                    Director
                                                    Centex Corporation

EX-24.(B)

   1




                                                                     EXHIBIT 24b


                            3333 HOLDING CORPORATION

                                POWER OF ATTORNEY


         THE UNDERSIGNED hereby constitutes and appoints Stephen M. Weinberg
with full power of substitution in the premises, as the undersigned's true and
lawful agent and attorney-in-fact (the "Attorney-in-Fact"), with full power and
authority in the name and on behalf of the undersigned, in his capacity as a
Director of 3333 Holding Corporation (the "Company"), to execute and file with
the Securities and Exchange Commission the Company's Registration Statement on
Form S-8 (and related reoffer prospectus) relating to the issuance by Centex
Corporation of up to 1,750,000 shares of Common Stock, par value $0.25 per
share, of Centex Corporation under the Centex Corporation 2001 Stock Plan,
together with any and all amendments to such Registration Statement.

         This Power of Attorney and all authority granted and conferred hereby
shall continue indefinitely and, unless waived by the Attorney-in-Fact, may not
be revoked until the Attorney-in-Fact has received five days written notice of
such revocation.

         IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 31st day of August, 2001.




                                                        /s/ JOSIAH O. LOW, III
                                                        ------------------------
                                                        Josiah O. Low, III
                                                        Director
                                                        3333 Holding Corporation


   2


                                                                     EXHIBIT 24b


                            3333 HOLDING CORPORATION

                                POWER OF ATTORNEY


         THE UNDERSIGNED hereby constitutes and appoints Stephen M. Weinberg
with full power of substitution in the premises, as the undersigned's true and
lawful agent and attorney-in-fact (the "Attorney-in-Fact"), with full power and
authority in the name and on behalf of the undersigned, in his capacity as a
Director of 3333 Holding Corporation (the "Company"), to execute and file with
the Securities and Exchange Commission the Company's Registration Statement on
Form S-8 (and related reoffer prospectus) relating to the issuance by Centex
Corporation of up to 1,750,000 shares of Common Stock, par value $0.25 per
share, of Centex Corporation under the Centex Corporation 2001 Stock Plan,
together with any and all amendments to such Registration Statement.

         This Power of Attorney and all authority granted and conferred hereby
shall continue indefinitely and, unless waived by the Attorney-in-Fact, may not
be revoked until the Attorney-in-Fact has received five days written notice of
such revocation.

         IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 31st day of August, 2001.




                                                     /s/ DAVID M. SHERER
                                                     --------------------------
                                                     David M. Sherer
                                                     Director
                                                     3333 Holding Corporation


   3


                                                                     EXHIBIT 24b


                            3333 HOLDING CORPORATION

                                POWER OF ATTORNEY


         THE UNDERSIGNED hereby constitutes and appoints Stephen M. Weinberg
with full power of substitution in the premises, as the undersigned's true and
lawful agent and attorney-in-fact (the "Attorney-in-Fact"), with full power and
authority in the name and on behalf of the undersigned, in his capacity as a
Director of 3333 Holding Corporation (the "Company"), to execute and file with
the Securities and Exchange Commission the Company's Registration Statement on
Form S-8 (and related reoffer prospectus) relating to the issuance by Centex
Corporation of up to 1,750,000 shares of Common Stock, par value $0.25 per
share, of Centex Corporation under the Centex Corporation 2001 Stock Plan,
together with any and all amendments to such Registration Statement.

         This Power of Attorney and all authority granted and conferred hereby
shall continue indefinitely and, unless waived by the Attorney-in-Fact, may not
be revoked until the Attorney-in-Fact has received five days written notice of
such revocation.

         IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 31st day of August, 2001.




                                                    /s/ ROGER O. WEST
                                                    ----------------------------
                                                    Roger O. West
                                                    Director
                                                    3333 Development Corporation

EX-24.(C)

   1


                                                                     EXHIBIT 24c


                        CENTEX DEVELOPMENT COMPANY, L.P.

                                POWER OF ATTORNEY


         THE UNDERSIGNED hereby constitutes and appoints Stephen M. Weinberg
with full power of substitution in the premises, as the undersigned's true and
lawful agent and attorney-in-fact (the "Attorney-in-Fact"), with full power and
authority in the name and on behalf of the undersigned, in his capacity as a
Director of 3333 Development Corporation, general partner of Centex Development
Company, L.P. (the "Company"), to execute and file with the Securities and
Exchange Commission the Company's Registration Statement on Form S-8 (and
related reoffer prospectus) relating to the issuance by Centex Corporation of up
to 1,750,000 additional shares of Common Stock, par value $0.25 per share, of
Centex Corporation under the Centex Corporation 2001 Stock Plan, together with
any and all amendments to such Registration Statement.

         This Power of Attorney and all authority granted and conferred hereby
shall continue indefinitely and, unless waived by the Attorney-in-Fact, may not
be revoked until the Attorney-in-Fact has received five days written notice of
such revocation.

         IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 31st day of August, 2001.




                                                   /s/ JOSIAH O. LOW, III
                                                   ----------------------------
                                                   Josiah O. Low, III
                                                   Director
                                                   3333 Development Corporation


   2


                                                                     EXHIBIT 24c


                        CENTEX DEVELOPMENT COMPANY, L.P.

                                POWER OF ATTORNEY


         THE UNDERSIGNED hereby constitutes and appoints Stephen M. Weinberg
with full power of substitution in the premises, as the undersigned's true and
lawful agent and attorney-in-fact (the "Attorney-in-Fact"), with full power and
authority in the name and on behalf of the undersigned, in his capacity as a
Director of 3333 Development Corporation, general partner of Centex Development
Company, L.P. (the "Company"), to execute and file with the Securities and
Exchange Commission the Company's Registration Statement on Form S-8 (and
related reoffer prospectus) relating to the issuance by Centex Corporation of up
to 1,750,000 additional shares of Common Stock, par value $0.25 per share, of
Centex Corporation under the Centex Corporation 2001 Stock Plan, together with
any and all amendments to such Registration Statement.

         This Power of Attorney and all authority granted and conferred hereby
shall continue indefinitely and, unless waived by the Attorney-in-Fact, may not
be revoked until the Attorney-in-Fact has received five days written notice of
such revocation.

         IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 31st day of August, 2001.




                                                  /s/ DAVID M. SHERER
                                                  -----------------------------
                                                  David M. Sherer
                                                  Director
                                                  3333 Development Corporation








   3



                                                                     EXHIBIT 24c


                        CENTEX DEVELOPMENT COMPANY, L.P.

                                POWER OF ATTORNEY


         THE UNDERSIGNED hereby constitutes and appoints Stephen M. Weinberg
with full power of substitution in the premises, as the undersigned's true and
lawful agent and attorney-in-fact (the "Attorney-in-Fact"), with full power and
authority in the name and on behalf of the undersigned, in his capacity as a
Director of 3333 Development Corporation, general partner of Centex Development
Company, L.P. (the "Company"), to execute and file with the Securities and
Exchange Commission the Company's Registration Statement on Form S-8 (and
related reoffer prospectus) relating to the issuance by Centex Corporation of up
to 1,750,000 additional shares of Common Stock, par value $0.25 per share, of
Centex Corporation under the Centex Corporation 2001 Stock Plan, together with
any and all amendments to such Registration Statement.

         This Power of Attorney and all authority granted and conferred hereby
shall continue indefinitely and, unless waived by the Attorney-in-Fact, may not
be revoked until the Attorney-in-Fact has received five days written notice of
such revocation.

         IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 31st day of August, 2001.




                                                  /s/ ROGER O. WEST
                                                  -----------------------------
                                                  Roger O. West
                                                  Director
                                                  3333 Development Corporation