8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 23, 2003

Centex Corporation

(Exact name of registrant as specified in its charter)

Nevada	1-6776	75-0778259
(State of other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification No.)

2728 N. Harwood Street, Dallas, Texas	75201
(Address of principal executive offices)	(Zip code)

Registrant’s telephone number including area code: (214) 981-5000

Not Applicable
(Former name or former address if changed from last report)

TABLE OF CONTENTS

	Item 5. Other Events.
	Item 7. Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX
EX-1.1 Underwriting Agreement
EX-4.2 Form of Indenture Supplement No. 12
EX-5.1 Opinion of Raymond G. Smerge, Esq.

Item 5. Other Events.

               Reference is hereby made to the Registrant’s Registration Statement on Form S-3 (File No. 333-83212), filed with the Securities and Exchange Commission (the “Commission”) on February 22, 2002 and declared effective by telephonic confirmation from the Staff of the Commission thereby on March 1, 2002 (the “Registration Statement”), pursuant to which the Registrant registered $1,500,000,000 aggregate initial offering price of its securities, for offer and sale in accordance with applicable provisions of the Securities Act of 1933, as amended.

               On January 23, 2003, the Registrant entered into an Underwriting Agreement (the “Underwriting Agreement”) with Salomon Smith Barney Inc., Banc of America Securities LLC, Credit Suisse First Boston LLC, J.P. Morgan Securities Inc., Banc One Capital Markets, Inc. and Credit Lyonnais Securities (USA) Inc. (collectively, the “Underwriters”), in connection with the public offering by the Underwriters of $300,000,000 aggregate principal amount of the Registrant’s 4.750% Senior Notes due 2008 (the “Notes”), covered by the Registration Statement. The Underwriting Agreement in the form in which it was executed is filed herewith as Exhibit 1.1.

               The Registrant has previously entered into an Indenture, dated as of October 1, 1998 (the “Indenture”), with JPMorgan Chase Bank (f/k/a The Chase Manhattan Bank), as trustee (the “Trustee”), with respect to the Registrant’s senior debt securities. A copy of the Indenture in the form in which it was executed was filed as Exhibit 4.1 to the Registrant’s Form 8-K (Date of Event: October 21, 1998) filed October 30, 1998, and is incorporated herein by reference.

               Pursuant to the Indenture, the Registrant and the Trustee will enter into an Indenture Supplement No. 12 (the “Indenture Supplement”) which will provide for the issuance of the Notes. A copy of the Form of Indenture Supplement is filed herewith as Exhibit 4.2.

Item 7. Financial Statements and Exhibits.

Exhibit
Number	Description
1.1	Underwriting Agreement, dated January 23, 2003, between Centex Corporation and Salomon Smith Barney Inc., Banc of America Securities LLC, Credit Suisse First Boston LLC, J.P. Morgan Securities Inc., Banc One Capital Markets, Inc. and Credit Lyonnais Securities (USA) Inc.
4.1	Indenture dated October 1, 1998 between Centex Corporation and JPMorgan Chase Bank (f/k/a The Chase Manhattan Bank) (filed as Exhibit 4.1 to the Registrant’s Form 8-K dated October 21, 1998 and incorporated herein by reference).

2

4.2	Form of Indenture Supplement No. 12 dated as of January 28, 2003 with respect to the Notes, to be entered into by Centex Corporation and JPMorgan Chase Bank.
5.1	Opinion of Raymond G. Smerge, Esq.

3

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

	CENTEX CORPORATION
	By:	/s/ Lawrence Angelilli
		Name: Lawrence Angelilli
		Title: Senior Vice President — Finance
Date: January 28, 2003.

4

EXHIBIT INDEX

Exhibit
Number	Description
1.1	Underwriting Agreement, dated January 23, 2003, between Centex Corporation, Banc of America Securities LLC, Credit Suisse First Boston LLC, J.P. Morgan Securities Inc., Salomon Smith Barney Inc., Banc One Capital Markets, Inc. and Credit Lyonnais Securities (USA) Inc.
4.1	Indenture dated October 1, 1998 between Centex Corporation and JPMorgan Chase Bank (f/k/a The Chase Manhattan Bank) (filed as Exhibit 4.1 to the Registrant’s Form 8-K dated October 21, 1998 and incorporated herein by reference).
4.2	Indenture Supplement No. 12 dated as of January 28, 2003 with respect to the Senior Debt Securities, between Centex Corporation and JPMorgan Chase Bank.
5.1	Opinion of Raymond G. Smerge, Esq.

5 EX-1.1 3 d02743exv1w1.txt EX-1.1 UNDERWRITING AGREEMENT EXHIBIT 1.1 EXECUTION COPY UNDERWRITING AGREEMENT January 23, 2003 CENTEX CORPORATION 2728 North Harwood Street Dallas, Texas 75201 Ladies and Gentlemen: We (the "REPRESENTATIVES") are acting on behalf of the underwriter or underwriters (including ourselves) named below (such underwriter or underwriters being herein called the "UNDERWRITERS"), and we understand that Centex Corporation, a Nevada corporation (the "COMPANY"), proposes to issue and sell $300,000,000 aggregate principal amount of 4.750% Senior Notes due 2008 (the "SECURITIES"). The Securities will be issued pursuant to the provisions of the Indenture dated as of October 1, 1998 (such Indenture insofar as it relates to the Securities and as the same has been or shall be supplemented to the Closing Date (as defined herein), including by Indenture Supplement No. 12 to be dated the Closing Date) (the "INDENTURE") between the Company and JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank), as trustee (the "TRUSTEE"). Subject to the terms and conditions set forth or incorporated by reference herein, the Company hereby agrees to sell and the Underwriters agree to purchase, severally and not jointly, the respective principal amounts of Securities set forth below opposite their names at a purchase price of 99.258% of the principal amount of Securities plus accrued interest, from January 28, 2003 to the date of payment and delivery:

Principal Amount Name of Underwriter of Securities - ------------------- ---------------- Salomon Smith Barney Inc. $180,000,000 Banc of America Securities LLC 30,000,000 Credit Suisse First Boston LLC 30,000,000 J.P. Morgan Securities Inc. 30,000,000 Banc One Capital Markets, Inc. 15,000,000 Credit Lyonnais Securities (USA) Inc. 15,000,000 Total $300,000,000 ============

The Underwriters will pay for the Securities upon delivery thereof at the location identified below at 10:00 a.m. (New York time) on January 28, 2003, or at such other time or date, not later than seven full business days thereafter, as shall be agreed upon by the Company and the Representatives. The time and date of such payment and delivery are hereinafter referred to as the "Closing Date." The Securities shall have the terms set forth in the Prospectus dated March 1, 2002 and the Prospectus Supplement dated January 23, 2003, including the following: Representative(s) and address(es): Salomon Smith Barney Inc. 388 Greenwich Street New York, New York 10013 Attn: Office of General Counsel (telecopy no.: 212-816-0915) Certain Terms of the Securities: Title of Securities: 4.750% Senior Notes due 2008 Aggregate Principal Amount of Securities: $300,000,000 Maturity Date: January 15, 2008 Interest Rate: 4.750% Interest January 15 and Payment Dates: July 15, commencing July 15, 2003 Record Dates: January 1 and July 1 2 Redemption Provisions: The Company may redeem the Securities in whole or in part at a make-whole price as set forth in the Prospectus Supplement. Repayment Provisions: None. Transfer Agent and Registrar: JPMorgan Chase Bank Closing Date and Location: January 28, 2003 Milbank, Tweed, Hadley & McCloy LLP One Chase Manhattan Plaza New York, NY 10005 The Securities are to be offered to the public at the Initial Public Offering Price specified below, and to dealers at prices which represent concessions not in excess of the Dealer Concession set forth below, and the Underwriters may allow and such dealers may reallow concessions not in excess of the Reallowance concession set forth below: Initial Public Offering Price: 99.858% of the principal amount of the Securities plus accrued interest, if any, from January 28, 2003 Dealer Concession: 0.35% of the principal amount of the Securities Reallowance Concession: 0.25% of the principal amount of the Securities The parties hereto acknowledge and agree that the Underwriters' Information consists solely of the following information in any Preliminary Prospectus and the Prospectus: the third, fifth and sixth paragraphs of text under the caption "Underwriting" in the Prospectus Supplement and the third and fourth sentences in the seventh paragraph of text under the caption "Underwriting" in the Prospectus Supplement. All provisions contained in the document entitled Centex Corporation Underwriting Agreement Standard Provisions (Debt Securities) dated January 23, 2003, are herein incorporated by reference in their entirety and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein, except that if any term defined in such document is otherwise defined herein, the definition set forth herein shall control. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. 3 Please confirm your agreement by having an authorized officer sign a copy of this Agreement as of the date first set forth above in the space set forth below. Very truly yours, SALOMON SMITH BARNEY INC. Acting on behalf of itself and the several Underwriters named herein BANC OF AMERICA SECURITIES LLC CREDIT SUISSE FIRST BOSTON LLC J.P. MORGAN SECURITIES INC. BANC ONE CAPITAL MARKETS, INC. CREDIT LYONNAIS SECURITIES (USA) INC. By: Salomon Smith Barney Inc. By: /s/ BRIAN THOMAS ------------------------------------ Name: Brian Thomas Title: Vice President CENTEX CORPORATION By: /s/ LELDON E. ECHOLS ----------------------------- Name: Leldon E. Echols Title: Executive Vice President and Chief Financial Officer 4 CENTEX CORPORATION UNDERWRITING AGREEMENT STANDARD PROVISIONS (DEBT SECURITIES) January 23, 2003 From time to time, Centex Corporation, a Nevada corporation (the "Company"), may enter into one or more underwriting agreements that provide for the sale of designated securities to the several underwriters named therein. The standard provisions hereof set forth herein may be incorporated by reference in any such underwriting agreement (an "Underwriting Agreement"). The Underwriting Agreement, including the provisions hereof incorporated therein by reference, is herein sometimes referred to as this "Agreement". Terms defined in the Underwriting Agreement are used herein as therein defined. The Company has filed with the Securities and Exchange Commission (the "Commission") a registration statement on Form S-3 (file number 333-83212), including a final prospectus, relating to its debt securities and has filed with, or transmitted for filing to, or shall promptly hereafter file with or transmit for filing to, the Commission a final prospectus supplement (the "Prospectus Supplement") specifically relating to the Securities pursuant to Rule 424 under the Securities Act of 1933, as amended (the "Securities Act"). The registration statement as amended at the date of the Underwriting Agreement, including information, if any, deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A under the Securities Act, is hereinafter referred to as the "Registration Statement." The term "Basic Prospectus" means the prospectus included in the Registration Statement. The term "Prospectus" means the Basic Prospectus together with the Prospectus Supplement. The term "Preliminary Prospectus" means a preliminary prospectus supplement specifically relating to the Securities, together with the Basic Prospectus. As used herein, the terms "Registration Statement," "Basic Prospectus," "Prospectus" and "Preliminary Prospectus" shall include in each case the documents, if any, incorporated by reference therein. The terms "supplement," "amendment" and "amend" as used herein shall include the filing of all documents deemed to be incorporated by reference in the Prospectus that are filed subsequent to the date of the Underwriting Agreement by the Company with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"). If the Company has filed an abbreviated registration statement to register additional debt securities pursuant to Rule 462(b) under the Securities Act (the "Rule 462(b) Registration Statement"), then any reference herein to the term "Registration Statement" shall be deemed to include such Rule 462(b) Registration Statement. For purposes of this Agreement, "Effective Time" means the date and time the Registration Statement became effective. 1. Representations and Warranties. The Company makes the following representations and warranties to and agrees with the several Underwriters on and as of the date of the Underwriting Agreement and will, by this Agreement, make the following representations and warranties on and as of the Closing Date: (a) The Registration Statement has become effective under the Securities Act; no stop order suspending the effectiveness of the Registration Statement is in effect, and no proceedings for such purpose are pending before or, to the knowledge of the Company, threatened by the Commission; (b) The documents incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Prospectus (the "Exchange Act Reports"), when they were filed with the Commission, conformed in all material respects to the requirements of the Exchange Act and the rules and regulations of the Commission thereunder and none of such documents (as updated or superseded by the information in the Prospectus) contained an untrue statement of a material fact or omitted to state a material fact necessary to make the statements in the Prospectus, in light of the circumstances under which they were made, not misleading, and any further documents so filed and incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Prospectus, when such documents are filed with the Commission, will conform in all material respects to the requirements of the Exchange Act and the rules and regulations of the Commission thereunder and shall not contain an untrue statement of a material fact or omit to a state a material fact necessary to make the statements in the Prospectus, in light of the circumstances under which they were made, not misleading; (c) At the Effective Time, the Registration Statement did, and when the Prospectus is first filed in accordance with Rule 424(b) and on the Closing Date, the Prospectus (and any supplements thereto) will, comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission thereunder (the "Rules and Regulations") and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), and the rules and regulations of the Commission thereunder; at the Effective Time, the Registration Statement did not or will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; at the Effective Time and on the Closing Date, the Indenture did or will conform in all material respects with the applicable requirements of the Trust Indenture Act and the rules and regulations of the Commission thereunder; and, on the date of the Prospectus and on the Closing Date, the Prospectus (together with any supplement thereto) did not and will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to (i) that part of the Registration Statement which shall constitute the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) information contained in or omitted from the Registration Statement or the Prospectus (or any supplement thereto) in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter specifically for use therein, which is set forth in the Underwriting Agreement (the "Underwriters' Information"); (d) Neither the Company nor any of its subsidiaries has sustained since the date of the latest audited financial statements included or incorporated by reference in the Prospectus any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, resulting in a material adverse effect, or any development involving a prospective material adverse effect, on the business, assets or financial position of the Company and its subsidiaries taken as a whole (a "Material Adverse Effect"), otherwise than as set forth or contemplated in the Prospectus; and, since the respective dates as of which information is given in the Registration Statement and the Prospectus, except as otherwise set forth or contemplated in the Prospectus: (i) there has not been any material change in the capital stock or long-term debt 2 (other than asset securitizations by subsidiaries of the Company) of the Company or any of its Material Subsidiaries (as defined below); (ii) there has not been any material adverse change, or any development involving a prospective material adverse change, in or affecting the business, assets or financial position of the Company and its subsidiaries, taken as a whole, otherwise than as set forth or contemplated in the Prospectus; (iii) no event has occurred that would result in a material write-down in assets; (iv) there have been no material transactions entered into by the Company, other than those publicly disclosed or in the ordinary course of business; (v) the Company has not repurchased any of its outstanding capital stock except as set forth in or contemplated by the Prospectus; and (vi) there have been no dividends or distributions of any kind declared, paid or made by the Company in respect of its capital stock except for regular cash dividends paid in the ordinary course of business; (e) The Company and its subsidiaries have indefeasible title in fee simple to all real property and indefeasible title to all personal property owned by them, in each case free and clear of all liens, encumbrances and defects except such as are described in the Prospectus or such as are not material to the business of the Company and its subsidiaries, taken as a whole; and any real property and buildings held under lease by the Company and its subsidiaries are held by them under leases that are valid, subsisting and in full force and effect, with such exceptions as are not material to the business of the Company and its subsidiaries, taken as a whole; (f) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Nevada. Each subsidiary of the Company that is material to the business, assets or financial position of the Company and its subsidiaries, taken as a whole ("Material Subsidiary"), is set forth on Schedule I hereto. Each Material Subsidiary has been duly incorporated (if a corporation) or formed (if a partnership or limited liability company), and is validly existing as a corporation, partnership or limited liability company, as the case may be, in good standing (if applicable) under the laws of its jurisdiction of incorporation or formation, as the case may be; each of the Company and each Material Subsidiary has all necessary corporate, partnership or limited liability company power and authority to own its properties and conduct its business as described, or incorporated by reference, in the Prospectus, and has been duly qualified as a foreign corporation, or limited liability company, as the case may be, for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties, or conducts any business, so as to require such qualification, or is subject to no material liability or disability by reason of the failure to be so qualified in any such jurisdiction; (g) The Company has an authorized capitalization as set forth, or as incorporated by reference, in the Prospectus, and all of the outstanding shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and nonassessable; and all of the outstanding shares of capital stock or outstanding interests of each Material Subsidiary have been duly and validly authorized and issued, are fully paid and nonassessable and (except (i) for directors' qualifying shares, (ii) as set forth on Schedule I hereto or (iii) as otherwise set forth in the Prospectus) are owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims affecting transferability or voting except as set forth in the Prospectus; (h) The Securities have been duly authorized, and, when executed, authenticated, issued and delivered against payment therefor pursuant to this Agreement and the Indenture, the 3 Securities will be duly executed, authenticated, issued and delivered and will constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general equity principles, and entitled to the benefits provided by the Indenture, which has been or will be incorporated by reference as an exhibit to the Registration Statement; at the Closing Date, the Indenture will be duly authorized, executed and delivered by the Company and will be a valid and legally binding instrument, enforceable against the Company in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general equity principles; and the Securities and the Indenture are substantially in the form heretofore delivered to the Underwriters and will conform in all material respects to the descriptions thereof in the Prospectus; and each holder of Securities will be entitled to the benefits of the Indenture; (i) The issue and sale of the Securities and the compliance by the Company with all of the provisions of the Securities, the Indenture and this Agreement (collectively, the "Transaction Documents"), and the consummation of the transactions herein and therein contemplated will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, nor will such action result in any violation of the provisions of the Articles of Incorporation, as amended or restated, or the Bylaws or charter documents or certificate of formation or partnership agreement (as the case may be) of the Company or any of its Material Subsidiaries or any statute or order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the issuance and sale of the Securities or the consummation by the Company of the other transactions contemplated by this Agreement or the Indenture, except such as have been, or will have been prior to any delivery of the Securities, obtained under the Securities Act and the Trust Indenture Act and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Securities by the Underwriters; (j) Other than as set forth or contemplated in the Prospectus, there are no legal or governmental proceedings pending to which the Company or any of its subsidiaries is a party or of which any property of the Company or any of its subsidiaries is the subject that, if determined adversely to the Company or any of its subsidiaries, could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; and, to the best of the Company's knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others; (k) Ernst & Young LLP, who have certified certain financial statements of the Company and its subsidiaries, are independent public accountants as required by the Securities Act and the Rules and Regulations; 4 (l) The Company has no knowledge of any default in any material obligation to be performed by any party to any agreement to which it or any of its subsidiaries is a party, which default or defaults in the aggregate would have a Material Adverse Effect; (m) The consolidated financial statements of the Company and its subsidiaries, including accompanying notes, included or incorporated by reference in the Registration Statement and the Prospectus, comply in all material respects with the requirements of the Securities Act and fairly present in all material respects the consolidated financial position and the consolidated results of the operations of the Company and its subsidiaries at the respective dates and for the respective periods to which they apply, and such financial statements have been prepared in conformity with generally accepted accounting principles of the United States, consistently applied throughout the periods involved except as may be expressly stated in the notes thereto. The financial information and statistical data set forth in the Prospectus under the caption "Selected Financial Data" are fairly presented in all material respects and prepared on a basis consistent with such consolidated financial statements or the books and records of the Company, as the case may be, unless otherwise stated in the Prospectus; (n) Except as described in the Prospectus, the Company and each of its subsidiaries have all necessary licenses, certificates, consents, permits, authorizations, approvals, rights and orders of and from all governmental agencies or bodies having jurisdiction over the Company or any of its subsidiaries to own their respective properties and conduct their respective businesses as described in the Prospectus, the failure to possess or the failure to operate in compliance with which would have a Material Adverse Effect, and the Company has received no notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit that, singly or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; (o) This Agreement has been duly and validly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, subject, in each case, as to enforcement, to bankruptcy, insolvency, reorganization, and other laws of general applicability relating to or affecting creditors' rights, and to general equity principles, and except to the extent that rights of indemnification and contribution hereunder may be limited by applicable laws or equity principles; (p) Except as described in the Prospectus, and except for those the failure to own or possess would not have a Material Adverse Effect, each of the Company and its subsidiaries owns or possesses all of the patents, trademarks, service marks, trade names, copyrights and licenses and rights with respect to the foregoing, necessary for the present conduct of its business, without any known conflict with the rights of others, the result of which conflict would result in a Material Adverse Effect; (q) There are no contracts, indentures, mortgages, loan agreements, notes, bonds, debentures, other evidences of indebtedness, leases or other agreements or instruments of the Company of a character required to be described or referred to in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement that are not described or referred to or that have not or will not be, prior to the Closing Date, filed as required; 5 (r) No labor disturbance exists with the employees of the Company or any of its subsidiaries, or, to the best of the Company's knowledge, is imminent, that would result in a Material Adverse Effect and the Company has not received notice of any existing or imminent labor disturbance by the employees of any of its principal suppliers, that might reasonably be expected to result in a Material Adverse Effect; (s) The conditions to the use of a registration statement on Form S-3 under the Securities Act, as set forth in the General Instructions to Form S-3, have been satisfied with respect to the Company and the Registration Statement and Prospectus; and (t) Neither the Company nor any of its subsidiaries is required to be registered under the Investment Company Act of 1940, as amended. Any certificate signed by any director or officer of the Company and delivered to the Underwriters or their counsel in connection with the offering of Securities shall be deemed a representation and warranty by the Company to the Underwriters as to the matters covered thereby on the date of such certificate. 2. Purchase of the Securities. (a) On the basis of the representations, warranties and agreements contained herein, and subject to the terms and conditions set forth herein and in the Underwriting Agreement, the Company agrees to issue and sell to each of the Underwriters, severally and not jointly, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company, the principal amount of Securities set forth opposite the name of such Underwriter in the Underwriting Agreement at the purchase price set forth in the Underwriting Agreement. (b) The Company shall not be obligated to deliver any of the Securities except upon payment for all of the Securities to be purchased as provided herein. The Company acknowledges and agrees that the Underwriters may sell Securities to any affiliate of an Underwriter and that any such affiliate may sell Securities purchased by it to an Underwriter. 3. Delivery of and Payment for the Securities. (a) Delivery of and payment for the Securities shall be made on the Closing Date at the time and place set forth in the Underwriting Agreement. (b) On the Closing Date, payment of the purchase price for the Securities shall be made to the Company by wire transfer in immediately available funds, against delivery to the Underwriters of the certificates evidencing the Securities. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of the Underwriters hereunder. Upon delivery, the Securities shall be in global form, registered in such names and in such denominations as the Representative(s) on behalf of the Underwriters shall have requested in writing not less than one full business day prior to the Closing Date. The Company agrees to make one or more global certificates evidencing the Securities available for inspection by the Representative(s) on behalf of the Underwriters in New York, New York at least 24 hours prior to the Closing Date. 4. Further Agreements of the Company. The Company agrees with each of the several Underwriters: 6 (a) (i) to prepare a Rule 462(b) Registration Statement, if necessary, in a form approved by the Underwriters and to file such Rule 462(b) Registration Statement with the Commission in compliance with Rule 462(b) of the Rules and Regulations by 10:00 a.m. New York City time on the business day following the date of determination of the public offering price and, at the time of filing, either to pay the Commission the filing fee for the Rule 462(b) Registration Statement or give irrevocable instructions for the payment of such fee pursuant to Rule 111(b) of the Rules and Regulations and (ii) to file the Prospectus with the Commission pursuant to and in accordance with Rule 424(b) within the time period prescribed by such rule and to provide evidence satisfactory to the Underwriters of such timely filing; (b) to file promptly all reports and any definitive proxy or information statement required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus Supplement and for so long as the delivery of a Prospectus is required by law in connection with the offering of the Securities contemplated by the Prospectus Supplement; (c) prior to filing with the Commission any (i) amendment to the Registration Statement (including any Rule 462(b) Registration Statement) or supplement to the Prospectus relating to the Securities, (ii) document incorporated by reference in the Registration Statement or the Prospectus during the period from the date of this Agreement to the Closing Date or (iii) Prospectus relating to the Securities pursuant to Rule 424 of the Rules and Regulations, to furnish a copy thereof to the Representative(s) and counsel for the Underwriters, and not to file any such document to which the Representative(s) shall reasonably object after having been given reasonable notice of the proposed filing thereof unless the Company is required by law to make such filing; (d) to advise the Underwriters promptly of the receipt of any comments from the Commission and of the effectiveness of the Registration Statement (in each case if the Effective Time is subsequent to the execution and delivery of this Agreement) and of any amendment or supplement to the Registration Statement or the Prospectus relating to the Securities, or of any request by the Commission therefor, and of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose; to advise the Underwriters promptly of any order preventing or suspending the use of any prospectus relating to the Securities, of the suspension of the qualification of the Securities for offering or sale in any jurisdiction and of the initiation or threatening of any proceeding for any such purpose; and, for so long as the delivery of a prospectus is required by law in connection with the offering of the Securities contemplated by the Prospectus Supplement, to use every reasonable effort to prevent the issuance of any stop order or of any such order preventing or suspending the use of any prospectus relating to the Securities or suspending any such qualification and, if any such stop order or order or suspension is issued, to use every reasonable effort to obtain the lifting thereof at the earliest possible time; (e) to furnish promptly to each of the Underwriters and counsel for the Underwriters a copy of the Registration Statement as originally filed with the Commission, and each amendment thereto filed with the Commission, including all 7 consents and exhibits filed therewith; and to deliver promptly without charge to the Underwriters such number of the following documents as the Underwriters may from time to time reasonably request: (i) conformed copies of the Registration Statement as originally filed with the Commission and each amendment thereto (in each case excluding exhibits other than this Agreement, the Indenture and the computation of the ratio of earnings to fixed charges), (ii) each Preliminary Prospectus, the Prospectus and any amended or supplemented Prospectus and (iii) each document incorporated by reference in the Prospectus (excluding exhibits thereto), in the case of clause (i), (ii) or (iii) for so long as delivery of a prospectus is required by law in connection with the offering of the Securities contemplated by the Prospectus Supplement; (f) if the delivery of a prospectus is required by law at any time in connection with the offering of the Securities contemplated by the Prospectus Supplement and if at such time any events shall have occurred as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Prospectus is delivered, not misleading, or if for any other reason it shall be necessary or advisable at such time to amend or supplement the Prospectus in order to comply with the Securities Act or the Exchange Act or with a request from the Commission, to notify the Underwriters immediately thereof, and to promptly prepare and, subject to Section 4(c) hereof, file with the Commission an amended Prospectus or a supplement to the Prospectus which will correct such statement or omission or effect such compliance; (g) as soon as practicable to make generally available to the Company's security holders and to deliver to the Underwriters an earning statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Securities Act and the Rules and Regulations (including, at the option of the Company, Rule 158); (h) for so long as the Securities are outstanding, to furnish to the Underwriters copies of any annual reports, quarterly reports and current reports filed by the Company with the Commission on Forms 10-K, 10-Q and 8-K, or such other similar forms as may be designated by the Commission, and such other documents, reports and information as shall be furnished by the Company to the Trustee or to the holders of the Securities pursuant to the Indenture or the Exchange Act or any rule or regulation of the Commission thereunder; (i) promptly take from time to time such actions as the Underwriters may reasonably request to qualify the Securities for offering and sale under the securities or Blue Sky laws of such jurisdictions as the Underwriters may designate and to continue such qualifications in effect for so long as required for the resale of the Securities; provided that the Company and its subsidiaries shall not be obligated to qualify as foreign corporations in any jurisdiction in which they are not so qualified or to file a general consent to service of process in any jurisdiction; (j) until the Closing Date, not to offer for sale, sell, contract to sell or otherwise dispose of, directly or indirectly, or file a registration statement for, or 8 announce any offer, sale, contract for sale of or other disposition of any debt securities issued or guaranteed by the Company or any of its subsidiaries (other than the Securities, notes issued pursuant to the Company's medium-term note programs or any commercial paper program of the Company, or existing or future bank credit facilities or asset securitizations of the Company or any of its affiliates) without the prior written consent of the Representative(s) on behalf of the Underwriters; (k) in connection with the offering of the Securities, until the distribution of the Securities has been completed, the Company shall not, and shall cause its affiliated purchasers (as defined in Regulation M under the Exchange Act) not to, either alone or with one or more other persons, bid for or purchase, for any account in which it or any of its affiliated purchasers has a beneficial interest, any Securities, or attempt to induce any person to purchase any Securities; and not to, and to cause its affiliated purchasers not to, make bids or purchase for the purpose of creating actual, or apparent, active trading in or of raising the price of the Securities; and (l) to apply the net proceeds from the sale of the Securities as set forth in the Prospectus under the heading "Use of Proceeds". 5. Conditions of Underwriters' Obligations. The respective obligations of the several Underwriters to purchase the Securities hereunder are subject to the accuracy, on and as of the date of the Underwriting Agreement and the Closing Date, of the representations and warranties of the Company contained herein, to the accuracy of the statements of the Company and its officers made in any certificates delivered pursuant hereto, to the performance by the Company of its obligations hereunder, and to each of the following additional terms and conditions: (a) The Prospectus shall have been timely filed with the Commission in accordance with Section 4(a) of this Agreement, and, if applicable, the Rule 462(b) Registration Statement shall have become effective by 10:00 a.m. New York City time on the business day following the date of the Underwriting Agreement. Prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission; and any request of the Commission for inclusion of additional information in the Registration Statement or the Prospectus or the Exchange Act Reports shall have been complied with to the reasonable satisfaction of the Underwriters. (b) The Prospectus (and any amendments or supplements thereto) shall have been printed and copies distributed to the Underwriters as promptly as practicable on or following the date of the Underwriting Agreement or at such other date and time as to which the Underwriters may agree. (c) All corporate proceedings and other legal matters incident to the authorization, form and validity of each of the Transaction Documents and the Prospectus, and all other legal matters relating to the Transaction Documents and the transactions contemplated thereby, shall be reasonably satisfactory in all material respects to the Underwriters, and the Company shall have furnished to the Underwriters all documents and information that they or their counsel may reasonably request to enable them to pass upon such matters. 9 (d) Raymond G. Smerge, Executive Vice President, Chief Legal Officer and Secretary of the Company, shall have furnished to the Underwriters his written opinion, addressed to the Underwriters and dated the Closing Date, in form and substance reasonably satisfactory to the Underwriters, substantially to the effect set forth in Annex A hereto. (e) Baker Botts L.L.P. shall have furnished to the Underwriters their written opinion, as counsel to the Company, addressed to the Underwriters and dated the Closing Date, in form and substance reasonably satisfactory to the Underwriters, substantially to the effect set forth in Annex B hereto. (f) The Underwriters shall have received from Milbank, Tweed, Hadley & McCloy LLP, counsel for the Underwriters, such opinion or opinions, dated the Closing Date, as are customarily delivered by underwriters' counsel in similar offerings and as the Underwriters may reasonably require, and the Company shall have furnished to such counsel such documents and information as they reasonably request for the purpose of enabling them to pass upon such matters. (g) The Company shall have furnished to the Underwriters a letter (the "Initial Letter") of Ernst & Young LLP, addressed to the Underwriters and dated as of the date of the Underwriting Agreement, in form and substance reasonably satisfactory to the Underwriters, substantially to the effect set forth in Annex C hereto. (h) The Company shall have furnished to the Underwriters a letter (the "Bring-Down Letter") of Ernst & Young LLP, addressed to the Underwriters and dated the Closing Date (i) confirming that they are independent accountants with respect to the Company and its subsidiaries as required by the Securities Act and the Rules and Regulations, (ii) stating, as of the date of the Bring-Down Letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Prospectus, as of a date not more than three business days prior to the date of the Bring-Down Letter), that the conclusions and findings of such accountants with respect to the financial information and other matters covered by the Initial Letter are accurate and (iii) confirming in all material respects the conclusions and findings set forth in the Initial Letter. (i) The Company shall have furnished to the Underwriters a certificate, dated the Closing Date, of its chief executive officer and its chief financial officer stating that (A) such officers have carefully examined the Registration Statement and the Prospectus, (B) in their opinion, the Registration Statement, including the documents incorporated therein by reference, as of the Effective Time, did not include any untrue statement of a material fact and did not omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, and the Prospectus, including the documents incorporated therein by reference, as of the date of the Prospectus Supplement and as of the Closing Date, did not and does not include any untrue statement of a material fact and did not and does not omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (C) as of the Closing Date, the representations and warranties of the Company in this Agreement are true and correct in 10 all material respects, the Company has complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder on or prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or, to such officer's knowledge, are contemplated by the Commission, and subsequent to the date of the most recent financial statements contained in the Prospectus, there has been no material adverse change in the financial position or results of operations of the Company and its subsidiaries, taken as a whole, or any material adverse change, or any development involving a prospective material adverse change, in or affecting the condition (financial or otherwise), results of operations or business of the Company and its subsidiaries, taken as a whole, except as set forth in the Prospectus. (j) The Indenture and any applicable supplement thereto, shall have been duly executed and delivered by the Company and the Trustee, and the Securities shall have been duly executed and delivered by the Company and duly authenticated by the Trustee. (k) If any event shall have occurred on or prior to the Closing Date that requires the Company under Section 4(f) to prepare an amendment or supplement to the Prospectus, such amendment or supplement shall have been prepared, the Underwriters shall have been given a reasonable opportunity to comment thereon as provided in Section 4(c) hereof, and copies of the Prospectus as amended or supplemented, shall have been delivered to the Underwriters reasonably in advance of the Closing Date. (l) Subsequent to the execution and delivery of the Underwriting Agreement or, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment thereto that becomes effective on or after the date of this Agreement) and the Prospectus (exclusive of any supplement thereto that is filed with the Commission on or after the date of this Agreement), except as disclosed in or contemplated by the Prospectus, there shall not have been any change in the capital stock or long-term debt (other than asset securitizations by subsidiaries of the Company) or any change, or any development involving a prospective change, in or affecting the condition (financial or otherwise), results of operations or business of the Company and its subsidiaries taken as a whole, the effect of which, in any such case described above, is, in the reasonable judgment of the Representative(s) on behalf of the Underwriters, so material and adverse as to make it impracticable or inadvisable to proceed with the public offering of the Securities on the terms and in the manner contemplated by this Agreement and the Prospectus (exclusive of any supplement thereto that is filed with the Commission on or after the date of this Agreement). (m) No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any governmental agency or body which would, as of the Closing Date, prevent the issuance or sale of the Securities; and no injunction, restraining order or order of any other nature by any federal or state court of competent jurisdiction shall have been issued as of the Closing Date which would prevent the issuance or sale of the Securities. (n) Subsequent to the execution and delivery of the Underwriting Agreement (i) no downgrading shall have occurred in the rating accorded the Securities or any of the 11 Company's other debt securities or preferred stock by any "nationally recognized statistical rating organization", as such term is defined by the Commission for purposes of Rule 436(g)(2) of the Rules and Regulations and (ii) no such organization shall have publicly announced that it has under surveillance or review (other than an announcement with positive implications of a possible upgrading), its rating of the Securities or any of the Company's other debt securities or preferred stock. (o) Subsequent to the execution and delivery of this Agreement there shall not have occurred any of the following: (i) trading in securities generally on the New York Stock Exchange, the American Stock Exchange or the over-the-counter market shall have been suspended or materially limited, or minimum prices shall have been established on any such exchange or market by the Commission, by any such exchange or by any other regulatory body or governmental authority having jurisdiction (other than as a result of the existence of or triggering of automatic circuit-breakers by such exchanges or regulatory bodies), or trading in any securities of the Company on any exchange or in the over-the-counter market shall have been suspended or (ii) any moratorium on commercial banking activities shall have been declared by federal or New York state authorities or a material disruption shall have occurred in commercial banking or securities settlement or clearance services in the United States or (iii) an outbreak or escalation of hostilities or a declaration by the United States of a national emergency or war or (iv) a material adverse change in financial markets or any calamity or crisis or material adverse change in general economic, political or financial conditions (or the effect of international conditions on the financial markets in the United States shall be such) the effect of which, in the case of clauses (i) through (iv), is, in the reasonable judgment of the Representative(s) on behalf of the Underwriters, so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the sale or the delivery of the Securities on the terms and in the manner contemplated by this Agreement and in the Prospectus (exclusive of any supplement thereto that is filed with the Commission on or after the date of this Agreement). All opinions, letters, evidence and certificates mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if they are in form and substance reasonably satisfactory to counsel for the Underwriters. 6. Termination. The obligations of the Underwriters hereunder may be terminated by the Underwriters, in their absolute discretion, by notice given to and received by the Company prior to delivery of and payment for the Securities if, prior to that time, any of the events described in Section 5(l), (m), (n) or (o) shall have occurred and be continuing. 7. Defaulting Underwriters. (a) If, on the Closing Date, any Underwriter defaults in the performance of its obligations under this Agreement, the non-defaulting Underwriters may make arrangements for the purchase of the Securities which such defaulting Underwriter agreed but failed to purchase by other persons satisfactory to the Company and the non-defaulting Underwriters, but if no such arrangements are made within 36 hours after such default, this Agreement shall terminate without liability on the part of the non-defaulting Underwriters or the Company, except that the Company will continue to be liable for the payment of expenses to the extent set forth in Section 12 and except that the provisions of Sections 9 and 10 shall not terminate and shall remain in effect. As used in this Agreement, the term "Underwriters" 12 includes, for all purposes of this Agreement unless the context otherwise requires, any party not listed in the Underwriting Agreement that, pursuant to this Section 7, purchases Securities which a defaulting Underwriter agreed but failed to purchase. (b) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or any non-defaulting Underwriter for damages caused by its default. If other persons are obligated or agree to purchase the Securities of a defaulting Underwriter, either the non-defaulting Underwriters or the Company may postpone the Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement and the Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement and the Prospectus that effects any such changes. 8. Reimbursement of Underwriters' Expenses. If (a) this Agreement shall have been terminated pursuant to Section 6 as a result of the failure of a condition set forth in Section 5(l) or 5(n) to be satisfied, (b) the Company shall fail to tender the Securities for delivery to the Underwriters in contravention of its obligations under this Agreement or (c) the Underwriters shall not purchase the Securities as a result of the failure of a condition set forth in Section 5(a), (b), (d), (e), (g), (h), (i), (j) or (k) to be satisfied, the Company shall reimburse the Underwriters for such out-of-pocket expenses (including reasonable fees and disbursements of counsel up to a maximum of $100,000) as shall have been reasonably incurred by the Underwriters in connection with this Agreement and the proposed public offering and sale of the Securities, and upon demand the Company shall pay the full amount thereof to the Underwriters. 9. Indemnification. (a) The Company shall indemnify and hold harmless each Underwriter, its affiliates, their respective officers, directors, employees, representatives and agents, and each person, if any, who controls any Underwriter within the meaning of the Securities Act or the Exchange Act (collectively referred to for purposes of this Section 9(a) and Section 10 as an Underwriter), from and against any loss, claim, damage or liability, joint or several, or any action in respect thereof (including, without limitation, any loss, claim, damage, liability or action relating to purchases and sales of the Securities), to which that Underwriter may become subject, whether commenced or threatened, under the Securities Act, the Exchange Act, any other federal or state statutory law or regulation, at common law or otherwise, insofar as such loss, claim, damage, liability or action arises out of, or is based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, the Registration Statement or the Prospectus or in any amendment or supplement thereto or (ii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, and shall reimburse each Underwriter promptly upon demand for any legal or other expenses reasonably incurred by that Underwriter in connection with investigating or defending or preparing to defend against or appearing as a third party witness in connection with any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or action arises out of, or is based upon, an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with any Underwriters' Information; and provided, further, that with respect to any such untrue statement in or omission from any Preliminary Prospectus, the indemnity agreement contained in this Section 9(a) shall 13 not inure to the benefit of any such Underwriter to the extent that the sale to the person asserting any such loss, claim, damage, liability or action was an initial resale by such Underwriter and any such loss, claim, damage, liability or action of or with respect to such Underwriter results from the fact that both (A) to the extent required by applicable law, a copy of the Prospectus (excluding the documents incorporated by reference therein) was not sent or given to such person at or prior to the written confirmation of the sale of such Securities to such person and (B) the untrue statement in or omission from such Preliminary Prospectus was corrected in the Prospectus unless, in either case, such failure to deliver the Prospectus was a result of non-compliance by the Company with Section 4(e). (b) Each Underwriter, severally and not jointly, shall indemnify and hold harmless the Company, its officers who signed the Registration Statement, directors, and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act (collectively referred to for purposes of this Section 9(b) and Section 10 as the Company), from and against any loss, claim, damage or liability, joint or several, or any action in respect thereof, to which the Company may become subject, whether commenced or threatened, under the Securities Act, the Exchange Act, any other federal or state statutory law or regulation, at common law or otherwise, insofar as such loss, claim, damage, liability or action arises out of, or is based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, the Registration Statement or the Prospectus or in any amendment or supplement thereto or (ii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, but in each case only to the extent that the untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with any Underwriters' Information provided by such Underwriter, and shall reimburse the Company for any legal or other expenses reasonably incurred by the Company in connection with investigating or defending or preparing to defend against or appearing as a third party witness in connection with any such loss, claim, damage, liability or action as such expenses are incurred. (c) Promptly after receipt by an indemnified party under this Section 9 of notice of any claim or the commencement of any action, the indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party pursuant to Section 9(a) or 9(b), notify the indemnifying party in writing of the claim or the commencement of that action; provided, however, that the failure to notify the indemnifying party shall not relieve it from any liability which it may have under this Section 9 except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and, provided, further, that the failure to notify the indemnifying party shall not relieve it from any liability which it may have to an indemnified party otherwise than under this Section 9. If any such claim or action shall be brought against an indemnified party, and it shall notify the indemnifying party thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it wishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof with counsel reasonably satisfactory to the indemnified party. After notice from the indemnifying party to the indemnified party of its election to assume the defense of such claim or action, the indemnifying party shall not be liable to the indemnified party under this Section 9 for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that an indemnified party shall have the right to employ its own counsel in any such action, but the fees, expenses and other charges of such counsel for the indemnified party will be at the expense of such indemnified 14 party unless (1) the employment of counsel by the indemnified party has been authorized in writing by the indemnifying party, (2) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual differing interests between them, (3) a conflict or potential conflict exists (based upon advice of counsel to the indemnified party) between the indemnified party and the indemnifying party (in which case the indemnifying party will not have the right to direct the defense of such action on behalf of the indemnified party) or (4) the indemnifying party has not in fact employed counsel reasonably satisfactory to the indemnified party to assume the defense of such action within a reasonable time after receiving notice of the commencement of the action, in each of which cases the reasonable fees, disbursements and other charges of counsel will be at the expense of the indemnifying party or parties. It is understood that the indemnifying party or parties shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees, disbursements and other charges of more than one separate firm of attorneys (in addition to any local counsel) at any one time for all such indemnified party or parties. Each indemnified party, as a condition of the indemnity agreements contained in Sections 9(a) and 9(b), shall use all reasonable efforts to cooperate with the indemnifying party in the defense of any such action or claim. No indemnifying party shall be liable for any settlement of any such action effected without its written consent, but if settled with its written consent or if there be a final judgment for the plaintiff in any such action, the indemnifying party agrees to indemnify and hold harmless any indemnified party from and against any loss or liability by reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding. The obligations of the Company and the Underwriters in this Section 9 and in Section 10 are in addition to any other liability that the Company or the Underwriters, as the case may be, may otherwise have, including in respect of any breaches of representations, warranties and agreements made herein by any such party. 10. Contribution. If the indemnification provided for in Section 9 is unavailable or insufficient to hold harmless an indemnified party under Section 9(a) or 9(b), then each indemnifying party shall, in lieu of indemnifying such indemnified party, contribute to the amount paid or payable by such indemnified party as a result of such loss, claim, damage or liability, or action in respect thereof, (i) in such proportion as shall be appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters on the other from the offering of the Securities or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company on the one hand and the Underwriters on the other with respect to the statements or omissions that resulted in such loss, claim, damage or liability, or action in respect thereof, as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Underwriters on the other with respect to such offering shall be deemed to be in the same proportion as the total net proceeds from the offering of the Securities purchased under this Agreement (before deducting expenses) received by or on behalf of the Company, on the one hand, and the total underwriting discounts and commissions received by the Underwriters with 15 respect to the Securities purchased under this Agreement, on the other, bear to the total gross proceeds from the sale of the Securities under this Agreement, in each case as set forth in the table on the cover page of the Prospectus Supplement. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to the Company or information supplied by the Company on the one hand or to any Underwriters' Information on the other, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. The Company and the Underwriters agree that it would not be just and equitable if contributions pursuant to this Section 10 were to be determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take into account the equitable considerations referred to herein. The amount paid or payable by an indemnified party as a result of the loss, claim, damage or liability, or action in respect thereof, referred to above in this Section 10 shall be deemed to include, for purposes of this Section 10, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending or preparing to defend any such action or claim. Notwithstanding the provisions of this Section 10, no Underwriter shall be required to contribute any amount in excess of the amount by which the total initial public offering price of the Securities underwritten by it and sold to the public under this Agreement exceeds the amount of any damages which such Underwriter has otherwise paid or become liable to pay by reason of any untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters' obligations to contribute as provided in this Section 10 are several in proportion to their respective underwriting commitments and not joint. 11. Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the Underwriters, the Company and their respective successors. This Agreement and the terms and provisions hereof are for the sole benefit of only those persons, except as provided in Sections 9 and 10 with respect to affiliates, officers, directors, employees, representatives, agents and controlling persons of the Company and the Underwriters. Nothing in this Agreement is intended or shall be construed to give any person, other than the persons referred to in this Section 11, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein. 12. Expenses. The Company agrees with the Underwriters to pay (a) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (b) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement and any amendments and exhibits thereto; (c) the costs of printing and distributing the Registration Statement as originally filed and each amendment thereto and any post-effective amendments thereof (including, in each case, exhibits), any Preliminary Prospectus, the Prospectus and any amendment or supplement thereto, all as provided in this Agreement; (d) the costs of printing, reproducing and distributing the Indenture, this Agreement and any underwriting documents; (e) the filing fees incident to securing any required review by the National Association of Securities Dealers, Inc. of the terms of sale of the Securities; (f) the fees and expenses of the Company's counsel and independent accountants; (g) the fees and expenses of preparing, printing and distributing Blue Sky Memoranda (including related fees and expenses of counsel to the Underwriters up to a 16 maximum of $5,000); (h) any fees charged by rating agencies for rating the Securities; (i) all fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); and (j) all other costs and expenses incident to the performance of the obligations of the Company under this Agreement; provided that, except as provided in clause (g) of this Section 12 and Section 8, the Underwriters shall pay their own costs and expenses. 13. Survival. The respective indemnities, rights of contribution, representations, warranties and agreements of the Company and the Underwriters contained in this Agreement or made by or on behalf of the Company or the Underwriters pursuant to this Agreement or any certificate delivered pursuant hereto shall survive the delivery of and payment for the Securities and shall remain in full force and effect, regardless of any termination or cancellation of this Agreement or any investigation made by or on behalf of any of them or any of their respective affiliates, officers, directors, employees, representatives, agents or controlling persons. 14. Notices, etc. All statements, requests, notices and agreements hereunder shall be in writing, and: (a) if to the Underwriters, shall be delivered or sent by mail or telecopy transmission to the Representative(s) at the address(es) set forth in the Underwriting Agreement; or (b) if to the Company, shall be delivered or sent by mail or telecopy transmission to the address of the Company set forth in the Registration Statement, Attention: Lawrence Angelilli (telecopier no.: 214-981-6858). Any such statements, requests, notices or agreements shall take effect at the time of receipt thereof. The Company shall be entitled to act and rely upon any request, consent, notice or agreement given or made on behalf of the Underwriters by the Representative(s). 15. Definition of Terms. For purposes of this Agreement, (a) the term "business day" means any day on which The New York Stock Exchange, Inc. is open for trading, (b) the term "subsidiary" has the meaning set forth in Rule 405 under the Securities Act and (c) except where otherwise expressly provided, the term "affiliate" has the meaning set forth in Rule 405 of the Rules and Regulations. 16. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. 17. Counterparts. This Agreement may be executed in one or more counterparts (which may include counterparts delivered by telecopier) and, if executed in more than one counterpart, the executed counterparts shall each be deemed to be an original, but all such counterparts shall together constitute one and the same instrument. 18. Amendments. No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto. 19. Headings. The headings herein are inserted for convenience of reference only and are not intended to be part of, or to affect the meaning or interpretation of, this Agreement. 17 [The rest of this page intentionally left blank.] 18 SCHEDULE I MATERIAL SUBSIDIARIES Centex International, Inc. Nevada corporation Centex Real Estate Corporation Nevada corporation Centex Homes Nevada general partnership Centex Financial Services, Inc. Nevada corporation Centex Home Equity Company, LLC Delaware limited liability company CTX Mortgage Company, LLC Delaware limited liability company Centex Construction Products, Inc.* Delaware corporation Centex Construction Group, Inc. Nevada corporation Centex-Rooney Construction Co., Inc. Florida corporation Centex Rodgers, Inc. Nevada corporation Centex Construction Company, Inc. Nevada corporation Centex Engineering & Construction, Inc. Nevada corporation - ---------- * Centex Corporation owned 65.1% of Centex Construction Products, Inc. as of December 31, 2002. ANNEX A [Form of Opinion of Executive Vice President, Chief Legal Officer and Secretary of the Company] Raymond G. Smerge, Executive Vice President, Chief Legal Officer and Secretary of the Company, shall have furnished to the Underwriters his written opinion, addressed to the Underwriters and dated the Closing Date, in form and substance reasonably satisfactory to the Underwriters, substantially to the effect set forth below: 1. The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Nevada, with corporate power and authority to own its properties and conduct its business as described in the Prospectus and to perform its obligations under the Underwriting Agreement. 2. The Company has the necessary corporate power and authority to execute and deliver each of the Transaction Documents and to perform its obligations thereunder; the Securities and each of the Transaction Documents have been duly authorized, executed and delivered by the Company. 3. The Company has an authorized capitalization as set forth in the Prospectus and all of the outstanding shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and nonassessable. 4. The Company has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each jurisdiction in which the Company is required to so qualify, except where to the failure to so qualify or be in good standing would not have a material adverse effect upon the Company and its subsidiaries, taken as a whole.(1) 5. Each Material Subsidiary of the Company has been duly incorporated (if a corporation) or duly formed (if a partnership or a limited liability company) and is validly existing as a corporation, partnership or limited liability company, as the case may be, in good standing (if applicable, in the case - ---------- (1) In giving such opinion, such counsel may state that (i) in identifying the jurisdictions in which the Company transacts business or conducts activities that would require it to qualify as a foreign corporation, he has relied to a large extent on certificates of other officers of the Company and (ii) in determining whether the Company is qualified to do business as a foreign corporation and in good standing under the laws of such jurisdictions, he has relied solely on certificates of the secretary of state or other comparable governmental authority of such jurisdictions. of a partnership or limited liability company) under the laws of its jurisdiction of incorporation or formation, as the case may be; all of the issued shares of capital stock, partnership interests or membership interests, as the case may be, of each Material Subsidiary have been duly and validly authorized and issued, are fully paid and nonassessable (subject, in the case of any partnership interest or limited liability interest, to obligations or commitments to make future capital contributions), and (except (i) for directors' qualifying shares and interests, (ii) as set forth on Schedule I hereto or (iii) as otherwise set forth in the Prospectus) are, to the best of my knowledge, owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims affecting transferability or voting. 6. To the best of my knowledge and other than as set forth or contemplated, or incorporated by reference, in the Prospectus, there are no legal or governmental proceedings pending to which the Company or any of its subsidiaries is a party or of which any property or assets of the Company or any of its subsidiaries is the subject which (A) individually or in the aggregate, could reasonably be expected to have a material adverse effect on the business, assets or financial position of the Company and its subsidiaries, taken as a whole; or (B) question the validity or enforceability of any of the Transaction Documents or any action taken or to be taken pursuant thereto; and, to the best of my knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others. 7. The Underwriting Agreement has been duly authorized, executed and delivered by the Company. 8. The issuance, authentication, sale and delivery of the Securities and the compliance by the Company with all of the provisions of the Transaction Documents and the consummation of the transactions therein contemplated will not violate or result in a breach of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument known to me to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, except for any such violation, breach, default, lien, charge or encumbrance that would not have a material adverse effect on the Company and its subsidiaries, taken as a whole, nor will such action result in any violation of (A) the provisions of the Articles of Incorporation, as amended or restated, or the Bylaws of the Company or any Material Subsidiary, (B) any judgment, order 2 or decree known to me of any court or arbitrator or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties or assets or (C) any statute, rule or regulation of the United States, the State of Texas or the State of Nevada (it being understood that I express no opinion as to compliance with any state securities or federal or state anti-fraud statute, rule or regulation, except as otherwise expressly stated in this opinion) applicable to the Company or any of its subsidiaries or any of their properties or assets, except in the case of clause (B) or (C) for any such violations which would not have a material adverse effect on the Company and its subsidiaries, taken as a whole. 9. No consent, approval, authorization or order of, or filing or registration with, any court or arbitrator or governmental agency or body of the State of Nevada is required for the execution, delivery and performance by the Company of each of the Transaction Documents, the issuance, authentication, sale and delivery of the Securities and compliance by the Company with the terms thereof and the consummation of the transactions contemplated by the Transaction Documents, except for such consents, approvals, authorizations, filings, registrations or qualifications (i) which have been obtained or made prior to or on the Closing Date or (ii) as may be required to be obtained or made under applicable state securities laws in connection with the purchase and distribution of the Securities by the Underwriters. 10. The documents incorporated by reference in the Prospectus, as amended or supplemented (other than the financial statements and the other financial information and related schedules included or incorporated by reference therein, as to which I express no opinion), when they were filed with the Commission, complied as to form in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission thereunder; nothing has come to my attention that would cause me to believe that any such documents, when they were so filed (other than the financial statements and the other financial information and related schedules included or incorporated by reference therein, as to which I express no belief), contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made when such documents were so filed, not misleading; and I do not know of any contracts or other documents of a character required to be filed as an exhibit to the Registration Statement or required to be incorporated by reference into the Prospectus or required to be described in the Registration Statement or the Prospectus that are not filed or incorporated by reference or described as required. 3 In the course of participating in the preparation of the Registration Statement and the Prospectus, I have had conferences to discuss and review the contents thereof with various officers of the Company and its affiliates, with the Company's independent certified public accountants and with your representatives. I have no reason to believe that as of the date of this opinion and as of the effective date of the Registration Statement, the Registration Statement (other than the financial statements and the other financial information and related schedules, as to which I express no belief, and except for those parts of the Registration Statement that constitute the Form T-1), contains or contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that, as of the date hereof, the Prospectus (other than the financial statements and the other financial information and related schedules, as to which I express no belief), contains an untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. 4 ANNEX B [Form of Opinion of Counsel for the Company] Baker Botts L.L.P. shall have furnished to the Underwriters their written opinion, as special counsel to the Company, addressed to the Underwriters and dated the Closing Date, in form and substance reasonably satisfactory to the Underwriters, substantially to the effect set forth below: 1. The Securities have been duly authorized by the Company and, when authenticated and delivered in accordance with the terms of the Indenture against payment therefor as provided in the Underwriting Agreement, will be duly issued and will constitute valid and legally binding obligations of the Company entitled to the benefits provided by the Indenture and enforceable against the Company in accordance with their respective terms, subject to the Enforceability Exceptions (as hereinafter defined). The Securities, in the form certified by the Company as of the date hereof, and Indenture conform in all material respects to the descriptions thereof set forth under the captions "Description of Debt Securities" and "Description of Notes" in the Prospectus. 2. The Indenture has been duly authorized, executed and delivered by the Company and (assuming the due authorization, execution and delivery thereof by the Trustee) constitutes a valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the Enforceability Exceptions. The Indenture has been qualified under the Trust Indenture Act. 3. To our knowledge, no consent, approval, authorization, order, registration or qualification of or with any court or governmental agency or body of the United States of America or the State of Texas is required for the performance by the Company of its obligations under the Underwriting Agreement, for the issue and sale of the Securities or the consummation of the other transactions contemplated by the Underwriting Agreement or the Indenture, except such as have been obtained under the Securities Act and the Trust Indenture Act, and such consents, approvals, authorizations, registrations or qualifications as may be required under the state securities or Blue Sky laws in connection with the purchase and sale of the Securities by the Underwriters. 4. To our knowledge, no proceedings for a stop order with respect to the Registration Statement are pending or threatened under the Securities Act. Based solely on written confirmation received electronically through the EDGAR system, the Prospectus Supplement dated January __, 2003 was filed on January __, 2003 with the Commission pursuant to Rule 424(b) of the Rules and Regulations. 5. The Registration Statement and Prospectus (except for (i) the financial statements (including the notes thereto and the auditors' reports thereon) included or incorporated by reference therein, (ii) the other financial information included or incorporated by reference therein, or (iii) the Statements of Eligibility under the Trust Indenture Act of a corporation designated to act as trustee, on Form T-1, as to which we express no opinion) appear on their face to comply as to form in all material respects with the applicable requirements of the Securities Act and the Rules and Regulations of the Commission thereunder. Such counsel shall also state in a separate paragraph, the following: We have participated in conferences with officers and other representatives of the Company, representatives of the independent public accountants of the Company and your representatives at which the contents of the Registration Statement and the Prospectus and related matters were discussed. Although we did not independently verify, are not passing upon, and do not assume any responsibility for, the accuracy, completeness or fairness of the statements contained in the Registration Statement and the Prospectus or the responsiveness of such statements to the legal requirements (except to the extent stated in the last sentence of paragraph 1 above and in paragraph 5 above), we advise you that, on the basis of the foregoing (relying as to materiality in part upon officers and other representatives of the Company), no facts have come to our attention which lead us to believe that the Registration Statement (other than (i) the financial statements (including the notes thereto and the auditors reports thereon) included therein, (ii) the other financial information included therein, or (iii) the Statements of Eligibility under the Trust Indenture Act of a corporation designated to act as trustee, on Form T-1, as to which we have not been asked to comment), as of the time it became effective, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading or that the Prospectus (other than (i) the financial statements (including the notes thereto and the auditors report thereon) included therein or (ii) the other financial information included therein, as to which we have not been asked to comment), as of the issue date thereof and as of the date hereof, contained or contains any untrue statement of a material fact or omitted or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. As used in the foregoing, opinion, references to the "Enforceability Exceptions" mean that the applicable opinions are subject to the effect of (i) applicable bankruptcy, receivership, insolvency, reorganization, moratorium, fraudulent conveyance, fraudulent transfer and other similar laws relating to or affecting the enforcement of the rights and remedies of creditors or parties to executory contracts generally; (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity) and the exercise of equitable powers by a court of competent jurisdiction (and no opinion is given as to the availability of any specific equitable relief or equitable remedies); and (iii) applicable law or public policy limiting the enforcement of provisions providing for the indemnification of any person. 2 ANNEX C [Form of Initial Comfort Letter] The Company shall have furnished to the Underwriters a letter of Ernst & Young LLP, addressed to the Underwriters and dated the date of delivery thereof, in form and substance satisfactory to the Underwriters, substantially to the effect set forth below: 1. they are independent certified public accountants with respect to the Company as required by the Securities Act and the Rules and Regulations; 2. in their opinion, the audited financial statements included or incorporated by reference in the Registration Statement and the Prospectus and reported on by them comply in form in all material respects with the accounting requirements of the Securities Act, the Rules and Regulations, the Exchange Act and the rules and regulations promulgated under the Exchange Act (except that certain supporting schedules are omitted); 3. based upon a reading of the latest unaudited financial statements made available by the Company, if any, the procedures of the AICPA for a review of interim financial information as described in Statement of Auditing Standards No. 71, reading of minutes and inquiries of certain officials of the Company who have responsibility for financial and accounting matters and certain other limited procedures requested by the Underwriters and described in detail in such letter, nothing has come to their attention that causes them to believe that any unaudited financial statements included or incorporated by reference in the Registration Statement and the Prospectus do not comply as to form in all material respects with applicable accounting requirements of the Securities Act, the Rules and Regulations, the Exchange Act, and the rules and regulations promulgated under the Exchange Act. 4. based upon the procedures detailed in such letter with respect to the period subsequent to the date of the last available balance sheet, including reading of minutes and inquiries of certain officials of the Company who have responsibility for financial and accounting matters, nothing has come to their attention that causes them to believe that (A) at a specified date not more than three business days prior to the date of such letter, there was any change in capital stock, increase in long-term debt or decrease in stockholder's equity as compared with the amounts shown in the March 31, 2002 audited balance sheet included in the Registration Statement and the Prospectus or (B) for the period from March 31, 2002 to a specified date not more than three business days prior to the date of such letter, there were any decreases, as compared with the corresponding period in the preceding year, in net sales, or in total or per-share amounts of net income, except in all instances for changes, increases or decreases that the Prospectus discloses have occurred or which are set forth in such letter, in which case the letter shall be accompanied by an explanation by the Company as to the significance thereof unless said explanation is not deemed necessary by the Underwriters; and 5. they have performed certain other specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature (which is limited to accounting, financial or statistical information derived from the general accounting records of the Company) set forth or incorporated by reference in the Registration Statement and the Prospectus agrees with the accounting records of the Company, excluding any questions of legal interpretation. 2 EX-4.2 4 d02743exv4w2.txt EX-4.2 FORM OF INDENTURE SUPPLEMENT NO. 12 EXHIBIT 4.2 CENTEX CORPORATION Issuer and JPMORGAN CHASE BANK (formerly The Chase Manhattan Bank) Trustee INDENTURE SUPPLEMENT NO. 12 Dated as of January 28, 2003 to INDENTURE Dated as of October 1, 1998 4.750% Senior Notes due January 15, 2008 TABLE OF CONTENTS

Page ---- ARTICLE ONE DEFINITIONS..........................................................................................1 ARTICLE TWO TERMS AND ISSUANCE OF THE NOTES......................................................................3 Section 2.01. Issuance and Designation...............................................................3 Section 2.02. Form and Other Terms of Notes; Incorporation of Terms..................................3 Section 2.03. Place and Method of Payment............................................................3 ARTICLE THREE ADDITIONAL COVENANTS...............................................................................4 Section 3.01. Limitation on Liens....................................................................4 Section 3.02. Limitation on Sale and Lease-Back Transactions.........................................6 ARTICLE FOUR DEFEASANCE..........................................................................................6 Section 4.01. Option to Effect Legal Defeasance or Covenant Defeasance...............................6 Section 4.02. Legal Defeasance.......................................................................6 Section 4.03. Covenant Defeasance....................................................................7 Section 4.04. Conditions to Covenant Defeasance......................................................7 ARTICLE FIVE MISCELLANEOUS.......................................................................................8 Section 5.01. Ratification of Indenture..............................................................8 Section 5.02. Redemption.............................................................................8 Section 5.03. Conflict with Trust Indenture Act......................................................8 Section 5.04. Effect of Headings.....................................................................8 Section 5.05. Counterparts...........................................................................8 Section 5.06. Severability...........................................................................8 Section 5.07. Benefits of Indenture Supplement.......................................................8 Section 5.08. Acceptance of Trusts...................................................................9 Section 5.09. Governing Law..........................................................................9 EXHIBIT A - Form of Note

i INDENTURE SUPPLEMENT NO. 12 ("Indenture Supplement"), dated as of January 28, 2003, between CENTEX CORPORATION, a Nevada corporation (together with its successors and assigns as provided in the Indenture referred to below, the "Company"), and JPMORGAN CHASE BANK, a New York banking corporation (formerly, The Chase Manhattan Bank, successor to Chase Bank of Texas, National Association) (together with its successors in trust thereunder as provided in the Indenture referred to below, the "Trustee"), as trustee under an Indenture dated as of October 1, 1998 (the "Indenture"). PRELIMINARY STATEMENT Section 2.02 of the Indenture provides, among other things, that the Company may, when authorized by its Board of Directors, and the Trustee may at any time and from time to time, enter into a series supplement to the Indenture for the purpose of authorizing one or more Series of Senior Debt Securities and to specify certain terms of each such Series of Senior Debt Securities. The Board of Directors of the Company has duly authorized the creation of a Series of Senior Debt Securities to be known as the Company's 4.750% Senior Notes due 2008 (the "Notes"), and the Company and the Trustee are executing and delivering this Indenture Supplement in order to provide for the issuance of the Notes. ARTICLE ONE Definitions Except to the extent such terms are otherwise defined in this Indenture Supplement or the context clearly requires otherwise, all terms used in this Indenture Supplement which are defined in the Indenture or the form of Note attached hereto as Exhibit A, either directly or by reference therein, shall have the meanings assigned to them therein. As used in this Indenture Supplement, the following terms shall have the following meanings: CONSOLIDATED NET TANGIBLE ASSETS: The term "Consolidated Net Tangible Assets" shall mean the aggregate amount of assets included on the most recent consolidated balance sheet of the Company and its subsidiaries, less applicable reserves and other properly deductible items and after deducting therefrom (a) all current liabilities and (b) all goodwill, trade names, trademarks, patents, unamortized debt discount and expense, and other like intangibles, all in accordance with generally accepted accounting principles consistently applied. DEPOSITARY: The term "Depositary" shall mean, unless otherwise specified by the Company, The Depository Trust Company, New York, New York, or any successor thereto registered as a Clearing Agency under the Securities Exchange Act of 1934, as amended, or any successor statute or regulation. FUNDED INDEBTEDNESS: The term "Funded Indebtedness" shall mean notes, bonds, debentures or other similar evidences of indebtedness for money borrowed which by their terms mature at or are extendible or renewable at the option of the obligor to a date more than 12 months after the date of the creation of such debt. GLOBAL SECURITY: The term "Global Security" shall mean a single Note that is issued to evidence Notes having identical terms and provisions, which is delivered to the Depositary or pursuant to instructions of the Depositary and which shall be registered in the name of the Depositary or its nominee. INTEREST PAYMENT DATE: The term "Interest Payment Date" means the Stated Maturity of an installment of interest on the Notes. MATURITY DATE: The term "Maturity Date," when used with respect to any Note, shall mean the date on which the principal of such Note becomes due and payable in accordance with its terms and the terms of this Indenture as therein or herein provided, whether at Stated Maturity, upon declaration of acceleration, call for redemption or otherwise. NOTEHOLDER; HOLDER: The terms "Noteholder" or "Holder" shall mean any Person in whose name at the time a particular Note is registered in the Senior Debt Security Register kept for that purpose in accordance with the terms hereof. REGULAR RECORD DATE: The term "Regular Record Date" for the interest payable on any Interest Payment Date shall mean the day which is fifteen calendar days immediately prior to such Interest Payment Date, whether or not such day is a business day. REDEMPTION DATE: The term "Redemption Date" for a Note shall mean the date fixed for the redemption of such Note in accordance with the provisions of this Indenture Supplement. 2 SPECIAL RECORD DATE: The term "Special Record Date" for the payment of any defaulted interest means a date which is not less than ten and not more than fifteen calendar days immediately preceding the Interest Payment Date of defaulted interest on such Note established by notice given by first class mail by or on behalf of the Company to the Holder of such Note not less than fifteen calendar days prior to such Special Record Date. STATED MATURITY: The term "Stated Maturity" means, when used with respect to any Note or any installment of interest thereon (including defaulted interest), the date specified in such Note as the fixed date upon which the principal of such Note or such installment of interest is due and payable. ARTICLE TWO Terms and Issuance of the Notes Section 2.01. Issuance and Designation. A Series of Senior Debt Securities which shall be designated as the Company's "4.750% Senior Notes due 2008" shall be executed, authenticated and delivered in accordance with the provisions of, and shall in all respects be subject to, the terms, conditions and covenants of, the Indenture and this Indenture Supplement (including the form of Note set forth in Exhibit A). The aggregate principal amount of the Notes which may be authenticated and delivered under this Indenture Supplement shall not, except as permitted by the provisions of the Indenture, exceed $300,000,000, provided that the Company may, without the consent of the Holders of the Notes, reopen this Series and issue additional Notes under the Indenture and this Indenture Supplement in addition to the $300,000,000 of Notes authorized as of the date hereof. Section 2.02. Form and Other Terms of Notes; Incorporation of Terms. The Notes shall be substantially in the form attached hereto as Exhibit A. The terms of such Notes are herein incorporated by reference and are part of this Indenture Supplement. Section 2.03. Place and Method of Payment. The place of payment in respect of the Notes will be at the principal office or agency of the Company in Dallas, Texas or at the office or place of business of the Trustee or its successor in trust under the Indenture, which, at the date hereof, is located at Chase Global Trust, 450 W. 33rd Street, 15th Floor, New York, New York 10001. Payments in respect of principal or premium, if any, on Notes will be made only against surrender of such Notes at such office. Payments of interest on each Interest Payment Date with respect to each Note will be made to the Person in whose name such Note is registered at the close of business on the Regular Record Date immediately preceding such Interest Payment Date by U.S. dollar check drawn on a bank in the City of New York or, for Holders of at least $1,000,000 of Notes, by wire transfer to a dollar account maintained by the payee with a bank in the United States; provided that a written request from such Holder to such effect 3 designating such account is received by the Trustee or the Paying Agent no later than 30 calendar days preceding such Interest Payment Date. Unless such designation is revoked, any such designation made by such Holder with respect to such Note payable to such Holder will remain in effect with respect to any further interest payments with respect to such Note payable to such Holder. The Company will pay any administrative costs imposed by banks in connection with making interest payments by wire transfer. So long as the Depositary continues to make its "Same-Day Funds Settlement System" available to the Company, payments due on Notes represented by a Global Security registered in the name of the Depositary or its nominee will be made in immediately available funds to the Depositary or its nominee, as the case may be, as the registered owner of the Global Security representing such Notes. The Company expects that the Depositary or its nominee, upon receipt of any payment, will credit immediately participants' accounts with payments in same-day funds in amounts proportionate to their respective beneficial interests in such payments, as shown on the records of the Depositary or its nominee. The Company also expects that payments by participants and indirect participants to owners of beneficial interests in such Global Security held through such Persons will be governed by standing instructions and customary practices, as is now the case with securities registered in the name of nominees for such customers, and will be the responsibility of such participants and indirect participants. ARTICLE THREE Additional Covenants Section 3.01. Limitation on Liens. The following provisions shall apply to the Notes: (a) The Company will not itself, and will not permit any of its subsidiaries (other than Centex Financial Services, Inc. and its subsidiaries) to, issue, assume or guarantee any indebtedness for borrowed money ("Indebtedness") if such borrowed money is secured by a mortgage, pledge, security interest, lien or other encumbrance (any such mortgage, pledge, security interest, lien or other encumbrance being hereinafter in this Section 3.01 referred to as a "Lien") on or with respect to any of the properties or assets of the Company or any such subsidiary or on any shares of capital stock or other equity interests of any subsidiary that owns properties or assets (other than Centex Financial Services, Inc. and its subsidiaries), whether, in each case, owned at the date of this Indenture Supplement or thereafter acquired, unless the Company makes effective provision whereby the Notes are secured by such Lien equally and ratably with any and all other borrowed money thereby secured; provided, however, that the foregoing restrictions shall not be applicable to: (i) any Lien existing on any of the Company's properties or assets or shares of capital stock or other equity interests at the date of this Indenture Supplement; 4 (ii) any Lien created by a subsidiary of the Company in favor of the Company or any wholly-owned subsidiary; (iii) any Lien on any property or asset of any corporation or other entity (or on any accession or improvement to such asset or any proceeds thereof) existing at the time such corporation or other entity becomes a subsidiary of the Company or is merged or consolidated with or into the Company or any of its subsidiaries; (iv) any Lien on any property or asset existing at the time of acquisition thereof (or on any accession or improvement to such property or asset or any proceeds thereof) by the Company or any of its subsidiaries; (v) any Lien on any property or asset (or on any accession or improvement to such property or asset or any proceeds thereof) securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property or asset or the making of any improvement thereof; provided that such Lien attaches to such property or asset concurrently with or within 180 days after the acquisition thereof or the making of such improvement; (vi) any Lien incurred in connection with pollution control, industrial revenue or any similar financing; (vii) any Lien arising out of the refinancing, extension, renewal or replacement of any of the Liens permitted by any of clauses (i) through (vi) above; provided that the principal amount of the Indebtedness secured by the Lien being refinanced, extended, reviewed or replaced is not increased and is not secured by any additional properties or assets; and (viii) any Lien imposed by law. (b) Notwithstanding the provisions of subsection (a) of this Section 3.01, the Company or any of its subsidiaries may issue, assume or guarantee Indebtedness secured by a Lien which would otherwise be subject to the foregoing restrictions in an aggregate amount which, together with all other such secured borrowings of the Company and its subsidiaries and the Attributable Debt (as defined below) in respect of Sale and Lease-Back Transactions (as defined in Section 3.02) existing at such time (other than Sale and Lease-Back Transactions not subject to the limitation contained in Section 3.02), does not at the time exceed twenty percent (20%) of the Consolidated Net Tangible Assets of the Company and its subsidiaries, as shown on the audited consolidated balance sheet contained in the latest annual report to stockholders of the Company. The term "Attributable Debt" as used in this paragraph shall mean, as of any particular time, the present value of the obligation of a lessee for rental payments during the remaining term of any lease (including any period for which such lease has been extended or may, at the option of the lessor, be extended). 5 Section 3.02. Limitation on Sale and Lease-Back Transactions. The Company will not, nor will it permit any of its subsidiaries to, enter into any arrangement with any Person (other than the Company) providing for the leasing by the Company or a subsidiary of any of its properties or assets (except for temporary leases for a term of not more than three (3) years and except for sales and leases of model homes), which property or asset has been or is to be sold or transferred by the Company or such subsidiary to such Person (herein referred to as a "Sale and Lease-Back Transaction"), unless (a) the net proceeds to the Company or such subsidiary from such sale or transfer equal or exceed the fair value (as determined by the Board of Directors, the Chairman of the Board, the Vice Chairman, the President or the principal financial officer of the Company) of the property or asset so leased, (b) the Company or such subsidiary would be entitled to incur Indebtedness secured by a Lien on the property or asset to be leased pursuant to Section 3.01, (c) the Company shall, and in any such case the Company covenants that it will, apply an amount equal to the fair value (as determined by the Board of Directors, the Chairman of the Board, the Vice Chairman, the President or the principal financial officer of the Company) of the property or asset so leased to the retirement (other than any mandatory retirement), within 180 days of the effective date of any such Sale and Lease-Back Transaction, of Funded Indebtedness of the Company, (d) such Sale and Lease-Back Transaction relates to a sale which occurred within 180 days from the date of acquisition of such property or asset by the Company or a subsidiary or the date of the completion of construction or commencement of full operations on such property, whichever is later, or (e) such transaction was consummated prior to the date of this Indenture Supplement. ARTICLE FOUR Defeasance Section 4.01. Option to Effect Legal Defeasance or Covenant Defeasance. The Company may, at any time, with respect to the Notes, elect to have either Section 13.01 of the Indenture or Section 4.03 of this Indenture Supplement be applied to all outstanding Notes upon compliance with the conditions set forth in Article Thirteen of the Indenture and below in this Article Four. Section 4.02. Legal Defeasance. Upon the Company's exercise under Section 4.01 of the option applicable to Section 13.01 of the Indenture, the Company may terminate its obligations under the Notes, the Indenture and this Indenture Supplement by complying with the terms and conditions of Section 13.01 of the Indenture; provided, however, that the Opinion of Counsel delivered to the Trustee will also state that either (A) the Company has received from, or there has been published by, the Internal Revenue Service, a ruling or (B) since the date hereof, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred. 6 Section 4.03. Covenant Defeasance. Upon the Company's exercise under Section 4.01 of the option applicable to this Section 4.03, the Company shall be released from its obligations under the covenants contained in Article Three of this Indenture Supplement with respect to the outstanding Notes on and after the date the conditions set forth below are satisfied ("Covenant Defeasance"), and the Notes shall thereafter be deemed not "outstanding" for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed "outstanding" for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, such Covenant Defeasance means that, with respect to the outstanding Notes, the Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default, but, except as specified above, the remainder of the Indenture and such Notes shall be unaffected thereby. In addition, the Company's exercise under Section 4.01 of the option applicable to this Section 4.03 shall not constitute an Event of Default. Section 4.04. Conditions to Covenant Defeasance. The following shall be the conditions to the application of Section 4.03 to the outstanding Notes: (1) the Company shall irrevocably have deposited or caused to be deposited with the Trustee under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, as trust funds in trust solely for the benefit of the Holders of such Notes for that purpose, money or direct non-callable obligations of, or non-callable obligations guaranteed by, the United States of America for the payment of which guarantee or obligation the full faith and credit of the United States is pledged ("U.S. Government Obligations") maturing as to principal and interest in such amounts and at such times as are sufficient, as verified in a Certificate of a Firm of Independent Public Accountants, without consideration of any reinvestment of such interest, to pay principal of and interest on the outstanding Notes to maturity or redemption as the case may be, provided that the Trustee or any paying agent shall have been irrevocably instructed to apply such money or the proceeds of such U.S. Government Obligations to the payment of said principal and interest with respect to the Notes. The Company may make an irrevocable deposit pursuant to this Section 4.04 only if at such time the Company shall have delivered to the Trustee and any such paying agent an Officers' Certificate and an Opinion of Counsel, each stating that all conditions herein precedent to the satisfaction and discharge of this Indenture have been complied with and the Opinion of Counsel further states that the making of such deposit (i) does not contravene or violate any provision of any indenture, mortgage, loan agreement or other similar agreement known to such counsel to which the Company is a party or by which it or any of its property is bound, (ii) does not require registration by the deposit referred to above under the Investment Company Act of 1940, as amended, and (iii) to the effect that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such defeasance and will be subject to federal income tax in the 7 same amount, in the same manner and at the same times as would have been the case if such defeasance had not occurred. (2) Notwithstanding the foregoing paragraph, the Company's obligations in Sections 2.06, 2.08, 5.01, 5.02, 5.05, 6.01, 8.06, 8.10, 13.04 and 13.05 of the Indenture shall survive until the Notes are no longer outstanding. Thereafter, the Company's obligations in Sections 8.06, 13.04 and 13.05 of the Indenture shall survive. ARTICLE FIVE Miscellaneous Section 5.01. Ratification of Indenture. As supplemented by this Indenture Supplement, the Indenture is in all respects ratified and confirmed and the Indenture as so supplemented by this Indenture Supplement shall be read, taken and construed as one and the same instrument. Section 5.02. Redemption. Notwithstanding anything contained in the Indenture, the Company may redeem any of the Notes upon the terms and conditions contained in the Notes directly or indirectly from or in anticipation of money borrowed having an interest cost to the Company of less than the interest rate applicable to the Notes. Section 5.03. Conflict with Trust Indenture Act. If any provision hereof limits, qualifies or conflicts with another provision hereof which is required to be included in this Indenture Supplement by any of the provisions of the Trust Indenture Act, such required provisions shall control. Section 5.04. Effect of Headings. The article and section headings herein are included for convenience only and shall not affect the construction hereof. Section 5.05. Counterparts. This Indenture Supplement may be executed in any number of counterparts, each of which shall be an original; but such counterparts shall together constitute but one and the same instrument. Section 5.06. Severability. In case any provision of this Indenture Supplement or in the Notes shall be found invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. Section 5.07. Benefits of Indenture Supplement. Nothing in this Indenture Supplement or in the Notes, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder and the Holders, any benefit or any legal or equitable right, remedy or claim under this Indenture Supplement. 8 Section 5.08. Acceptance of Trusts. The Trustee hereby accepts the trusts in this Indenture Supplement declared and provided, upon the terms and conditions herein and in the Indenture set forth. Section 5.09. Governing Law. This Indenture Supplement and each Note issued hereunder shall be deemed to be a contract made under the laws of the State of Texas, and for all purposes shall be construed in accordance with the laws of said State. 9 IN WITNESS WHEREOF, the Company and the Trustee have caused this Indenture Supplement to be duly executed by their respective officers thereunto duly authorized and their respective seals duly attested to be hereunto affixed all as of the day and year first above written. CENTEX CORPORATION [SEAL] By: /s/ Lawrence Angelilli -------------------------------------- Name: Lawrence Angelilli Title: Senior Vice President - Finance Attest: /s/ Paul Johnston - ------------------------------------ Name: Paul Johnston Title: Associate General Counsel and Assistant Secretary JPMORGAN CHASE BANK (f/k/a The Chase Manhattan Bank), as Trustee [SEAL] By: /s/ Carol Logan -------------------------------------- Name: Carol Logan Title: Vice President Attest: /s/ Rebecca A. Newman - ------------------------------------ Name: Rebecca A. Newman Title: Vice President and Trust Officer 10 STATE OF TEXAS ) ) COUNTY OF DALLAS ) BEFORE ME, the undersigned authority, a Notary Public in and for said state, on this day personally appeared Paul Johnston and Lawrence Angelilli, known to me to be the persons and officers whose names are subscribed to the foregoing instrument and acknowledged to me that the same was the act of the said CENTEX CORPORATION, a Nevada corporation, and that they executed the same as the act of said corporation for the purposes and consideration therein expressed, and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE, this 28th day of January, 2003. /s/ Candie C. Nelson ------------------------------------------- Notary Public in and for the State of Texas Candie C. Nelson ------------------------------------------- Printed Name of Notary Public My commission expires: 1/18/05 - ------------------- STATE OF TEXAS ) ) COUNTY OF HARRIS ) BEFORE ME, the undersigned authority, a Notary Public in and for said state, on this day personally appeared Rebecca A. Newman and Carol Logan, known to me to be the persons and officers whose names are subscribed to the foregoing instrument and acknowledged to me that the same was the act of the said JPMORGAN CHASE BANK, a New York banking corporation, and that they executed the same as the act of said New York banking corporation for the purposes and consideration therein expressed, and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE, this 28th day of January, 2003. /s/ Treva Bushnell ------------------------------------------- Notary Public in and for the State of Texas Treva Bushnell ------------------------------------------- Printed Name of Notary Public My commission expires: 5/18/06 - ------------------- 11 EXHIBIT A [FORM OF FACE OF NOTE] [The following legend shall appear on the face of each global Note: THIS SECURITY IS A Global SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN the LIMITED CIRCUMSTANCES DESCRIBED IN the INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION, 55 WATER STREET, NEW YORK, NEW YORK ("DTC"), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. UNLESS AND UNTIL THIS GLOBAL NOTE IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL NOTES REPRESENTED HEREBY, THIS GLOBAL NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.] CUSIP No.:_____________ PRINCIPAL AMOUNT: REGISTERED NO. _____________ $___________________ CENTEX CORPORATION ___% SENIOR nOTES DUE 20__ Centex Corporation, a corporation duly organized and existing under the laws of the State of Nevada (herein called the "Company," which term includes any successor Person under the Indenture hereinafter referred to) for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of __________ United States Dollars on _________, 20__ and to pay interest thereon, in such coin or currency commencing __________, 2003 and continuing semi-annually thereafter on ______ and ______ of each year, from __________, 2002 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, at the rate per annum provided in the title hereof, until the principal hereof is paid or made available for payment. The interest so payable and punctually paid or duly provided for on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Note (or one or more predecessor Notes) is registered at the close of business on the Regular Record Date which shall be ________ or ________ (whether or not a business day), as the case may be, next preceding such Interest Payment Date; provided, however, that interest payable on the Maturity Date or, if applicable, upon redemption, shall be payable to the Person to whom principal shall be payable. Except as otherwise provided in the Indenture, any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and shall be paid on the date fixed therefor by the Company to the Person in whose name this Note is registered at the close of business on a Special Record Date for the payment of such defaulted interest to be fixed by the Company, notice whereof shall be given to Noteholders not less than fifteen calendar days prior to such Special Record Date. The Indenture and the Notes shall be governed by, and construed in accordance with, the laws of the State of Texas. REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE SET FORTH IN FULL ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH IN FULL AT THIS PLACE. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof, directly or through a duly appointed and authorized authenticating agent, by manual or facsimile signature of an authorized signatory, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. A-2 IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed. CENTEX CORPORATION [SEAL] By: --------------------------- Name: Title: ATTEST: - ----------------------------- Name: Title: TRUSTEE'S CERTIFICATE OF AUTHENTICATION This is one of the Senior Debt Securities referred to in the within-mentioned Indenture. JPMORGAN CHASE BANK (f/k/a The Chase Manhattan Bank), as Trustee By: -------------------------- Authorized Signatory A-3 [FORM OF REVERSE OF NOTE] This Note is one of a duly authorized issue of Senior Debt Securities of the Company designated as its ___% Senior Notes due 20__ (herein called the "Notes"), issued and to be issued in one or more Series under an Indenture dated as of October 1, 1998 (herein called the "Indenture") between the Company and JPMorgan Chase Bank (f/k/a The Chase Manhattan Bank), as Trustee (herein called the "Trustee," which term includes any successor Trustee under the Indenture), to which Indenture and all indentures supplemental thereto (including the Indenture Supplement dated as of _______ ___, 2003 which authorizes the Notes) reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Notes, and of the terms upon which the Notes are, and are to be, authenticated and delivered. All terms used in this Note which are defined in the Indenture or in any indenture supplemental thereto but are not defined in this Note shall have the meanings assigned to them in the Indenture or in any indenture supplemental thereto. The indebtedness evidenced by the Notes is, to the extent and in the manner provided in the Indenture and the Indenture Supplement, senior in right of payment to certain indebtedness of the Company. Interest on this Note will be payable on the Interest Payment Date or Interest Payment Dates as specified on the face hereof and, in either case, on the Maturity Date. Unless otherwise specified on the face hereof, payments on this Note with respect to any particular Interest Payment Date or the Maturity Date will include interest accrued from and including ______________, 2003, or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, to but excluding the particular Interest Payment Date or the Maturity Date. Interest on this Note will be computed and paid on the basis of a 360-day year of twelve 30-day months. If an Interest Payment Date or the Maturity Date for this Note falls on a day that is not a business day, payment of principal, premium, if any, and interest to be made on such day with respect to this Note will be made on the next succeeding day that is a business day with the same force and effect as if made on the due date, and no additional interest will be payable on the date of payment for the period from and after the due date as a result of such delayed payment. The Notes will be redeemable, in whole or in part, from time to time at the option of the Company, on any date (a "Redemption Date") at a redemption price equal to the greater of (a) 100% of the principal amount of the Notes to be redeemed and (b) the sum of the present values of the Remaining Scheduled Payments (as hereinafter defined) of principal and interest thereon (exclusive of interest accrued to such Redemption Date) discounted to such Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as hereinafter defined) plus ___ basis points, plus accrued and unpaid interest on the principal amount being redeemed to such Redemption Date; provided, however, that installments of interest on the Notes that are due and payable on an Interest Payment Date falling on or prior to the relevant Redemption Date shall be payable to the Holders of such Notes, A-4 registered as such at the close of business on the relevant Regular Record Date or Special Record Date, as the case may be, according to their terms and the provisions of the Indenture. "Comparable Treasury Issue" means the United States Treasury security selected by the Independent Investment Banker (as hereinafter defined) as having a maturity comparable to the remaining term of the Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Notes. "Comparable Treasury Price" means, with respect to any Redemption Date, (1) the average of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) on the third business day preceding such Redemption Date, as set forth in the daily statistical release (or any successor release) published by the Federal Reserve Bank of New York and designated "Composite 3:30 p.m. Quotations for U.S. Government Securities" or (2) if such release (or any successor release) is not published or does not contain such prices on such business day, (A) the average of the Reference Treasury Dealer Quotations (as hereinafter defined) for such Redemption Date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (B) if the Trustee obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such Quotations. "Independent Investment Banker" means Salomon Smith Barney Inc. "Reference Treasury Dealer" means Salomon Smith Barney Inc. and its successors and, at the option of the Company, other primary U.S. government securities dealers in New York City selected by the Company. "Reference Treasury Dealer Quotations" means, with respect to the Reference Treasury Dealer and any Redemption Date, the average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third business day preceding such Redemption Date. "Remaining Scheduled Payments" means, with respect to any Note, the remaining scheduled payments of the principal thereof to be redeemed and interest thereon that would be due after the related Redemption Date but for such redemption; provided, however, that, if such Redemption Date is not an Interest Payment Date with respect to such Note, the amount of the next succeeding scheduled interest payment thereon will be reduced by the amount of interest accrued thereon to such Redemption Date. "Treasury Rate" means, with respect to any Redemption Date for the Notes, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date. Notice of any redemption by the Company will be mailed at least 30 days but not more than 60 days before any Redemption Date to each Holder of Notes to be redeemed. If less than all the Notes are to be redeemed at the option of the Company, the Trustee shall select the Notes to be redeemed in whole or in part by random lot. A-5 This Note is not subject to a sinking fund. Holders of Notes will not be permitted to require the Company to redeem or repurchase the Notes at their option. In case an Event of Default shall have occurred and be continuing with respect to the Notes, the principal hereof may be declared, and upon such declaration shall become, due and payable, in the manner, with the effect and subject to the conditions provided in the Indenture. The Indenture provides that in certain events such declaration and its consequences may be waived by the Holders of a majority in aggregate principal amount of the Notes then outstanding. An Event of Default with respect to the Senior Debt Security of any other Series issued under the Indenture, including the failure to make any payment of principal or interest with respect thereto when and as due, will not necessarily be an Event of Default with respect to the Notes. The Indenture, as supplemented by the Indenture Supplement relating to the Notes, contains provisions permitting the Company and the Trustee, with the consent of the Holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding, evidenced as in the Indenture provided, to execute supplemental indentures adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of any supplemental indenture or modifying in any manner the rights of the Holders of the Notes; provided, however, that no such supplemental indenture shall (i) extend the fixed maturity of any Notes, or reduce the principal amount thereof, or reduce the rate or extend the time of payment of interest thereon, or reduce any premium payable on the redemption thereof, without the consent of the Holder of each Note so affected, or (ii) reduce the aforesaid percentage of Notes, the consent of the Holders of which is required for any such supplemental indenture, without the consent of the Holders of all Notes then outstanding. The Indenture also provides that the Holders of a majority in aggregate principal amount of the Notes at the time outstanding may on behalf of the Holders of all the Notes waive any past default under the Indenture and its consequences, except a default in the payment of the principal of or premium, if any, or interest on any of the Notes. Any such consent or waiver by the Holder of this Note (unless revoked as provided in the Indenture) shall be conclusive and binding upon such Holder and upon all future Holders and owners of this Note and of any Note issued in exchange or substitution herefor, whether or not any notation of such consent or waiver is made upon this Note. As set forth in, and subject to, the provisions of the Indenture, no Holder of any Note will have any right to institute any proceeding with respect to the Indenture or for any remedy thereunder, unless such Holder shall have previously given to the Trustee written notice of default in respect of the Notes and of the continuance thereof, and unless the Holders of not less than 25 percent in aggregate principal amount of the Notes then outstanding shall have made written request upon the Trustee to institute such action or proceedings in its own name as Trustee hereunder and shall have furnished to the Trustee such reasonable indemnity as it may require, and the Trustee shall have failed to institute such proceeding within 60 calendar days; provided, however, that such limitations do not apply to a suit instituted by the Holder hereof for the enforcement of payment of the principal of and any premium or interest on this Note on or after the respective due dates expressed herein. A-6 As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note is registrable in the Senior Debt Security Register upon surrender of this Note for registration of transfer at the office or agency maintained by the Company for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Senior Debt Security Registrar duly executed by the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Notes are issued only in registered form without coupons in denominations of $1,000 and any integral multiple thereof. A Holder may transfer or exchange Notes in accordance with the Indenture. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of, premium, if any, and interest on this Note at the times, places and rates, and in the coin or currency, herein prescribed. The Indenture, as supplemented by the Indenture Supplement relating to the Notes, contains provisions for legal defeasance at any time of the entire indebtedness of this Note or defeasance of certain restrictive covenants with respect to this Note, in each case upon compliance by the Company with certain conditions set forth therein. The Company, the Trustee, any paying agent and any Senior Debt Security Registrar for the Notes may deem and treat the Holder hereof as the absolute owner of this Note (whether or not this Note shall be overdue and notwithstanding any notation of ownership or other writing hereon made by anyone other than the Company or any such Senior Debt Security Registrar), for the purpose of receiving payment hereof or on account hereof and for all other purposes, and neither the Company nor the Trustee nor any paying agent nor any such Senior Debt Security Registrar shall be affected by any notice to the contrary. No recourse shall be had for the payment of the principal of, or premium, if any, or interest on, this Note, or for any claim based hereon or otherwise in respect hereof, or based on or in respect of the Indenture or any indenture supplemental thereto, against any incorporator, stockholder, officer or director, as such, past, present or future, of the Company or of any successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issue hereof, expressly waived and released. A-7 ABBREVIATIONS The following abbreviations, when used in the inscription of the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM = as tenants in common TEN ENT = as tenants by the entireties JT TEN = as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT = under Uniform Gifts to Minors Act (Cust) (Minor) State Additional abbreviations may also be used though not in the above list. ---------- FOR VALUE RECEIVED the undersigned hereby sell(s) assign(s) and transfer(s) unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE - --------------------------------------- - --------------------------------------- Please print or typewrite name and address including postal zip code of assignee - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- the within Note and all rights thereunder, hereby irrevocably constituting and appointing ________________________________________ attorney to transfer said note on the books of the Company, with full power of substitution in the premises. Dated: ---------------------------- ------------------------------------ NOTICE: The signature(s) to this assignment must correspond with the name(s) as written upon the face of the within instrument in every particular, without alteration or enlargement or any change whatever. The signature(s) must be guaranteed by an "eligible guarantor institution" that is a member or participant in the Securities Transfer Agents Medallion Program, the Stock Exchange Medallion Program or the New York Stock Exchange, Inc. Medallion Program. A-8 EX-5.1 5 d02743exv5w1.txt EX-5.1 OPINION OF RAYMOND G. SMERGE, ESQ. EXHIBIT 5.1 [CENTEX CORPORATION LETTERHEAD] January 28, 2003 Centex Corporation 2728 North Harwood Dallas, Texas 75201 Ladies and Gentlemen: I am Executive Vice President, Chief Legal Officer and Secretary of Centex Corporation, a Nevada corporation (the "Company"), and have acted as counsel for the Company in connection with the issuance and sale of $300,000,000 aggregate principal amount of 4.75% Senior Notes due 2008 of the Company (the "Notes"). The Notes are part of a series of the Company's senior debt securities registered on a Registration Statement on Form S-3 (Commission File No. 333-83212) filed by the Company, 3333 Holding Corporation, Centex Development Company, L.P., Centex Trust I and Centex Trust II with the Securities and Exchange Commission under the Securities Act of 1933, as amended. The Notes will be issued under an Indenture, dated as of October 1, 1998 (the "Original Indenture), between the Company and JPMorgan Chase Bank (formerly The Chase Manhattan Bank), as Trustee (the "Trustee"), as amended and supplemented by Indenture Supplement No. 12 dated as of January 28, 2003 (the "Supplemental Indenture" and, together with the Original Indenture, the "Indenture"), between the Company and the Trustee. In furnishing this opinion, I or members of my staff have examined and relied upon copies of the Restated Articles of Incorporation and By-laws of the Company, as amended to date, the Original Indenture and the Supplemental Indenture, corporate records of the Company, including minute books of the Company, certificates of public officials and of representatives of the Company, statutes and other instruments and documents as I have deemed necessary or appropriate to form a basis for the opinions hereinafter expressed. In connection with this opinion, I have assumed the genuineness of all signatures on all documents examined by me and the authenticity of all documents submitted to me as originals and the conformity to the originals of all documents submitted to me as copies. January 28, 2003 Page Two On the basis of the foregoing, and subject to the assumptions, limitations and qualifications set forth herein, I am of the opinion that: 1. The Company is a corporation duly incorporated and validly existing in good standing under the laws of the State of Nevada. 2. The Notes have been duly authorized by the Company and, when authenticated by the Trustee and delivered in accordance with the terms of the Indenture against payment therefor as provided in the Underwriting Agreement, dated as of January 23, 2003, between the Company and Salomon Smith Barney Inc., Banc of America Securities LLC, Credit Suisse First Boston LLC, J.P. Morgan Securities Inc., Banc One Capital Markets, Inc. and Credit Lyonnais Securities (USA) Inc., will be legally valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforceability thereof is subject to the effect of (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other laws relating to or affecting creditors' rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The opinions set forth above are limited to the laws of the State of Texas, the State of Nevada and the United States of America. At your request, this opinion is being furnished to you for filing as Exhibit 5.1 to the Company's Current Report on Form 8-K. Very truly yours, /s/ Raymond G. Smerge Raymond G. Smerge Executive Vice President, Secretary and Chief Legal Officer -----END PRIVACY-ENHANCED MESSAGE-----

EX-1.1

                                                                     EXHIBIT 1.1

                                                                  EXECUTION COPY






                             UNDERWRITING AGREEMENT



                                                                January 23, 2003


CENTEX CORPORATION
2728 North Harwood Street
Dallas, Texas 75201

Ladies and Gentlemen:

                  We (the "REPRESENTATIVES") are acting on behalf of the
underwriter or underwriters (including ourselves) named below (such underwriter
or underwriters being herein called the "UNDERWRITERS"), and we understand that
Centex Corporation, a Nevada corporation (the "COMPANY"), proposes to issue and
sell $300,000,000 aggregate principal amount of 4.750% Senior Notes due 2008
(the "SECURITIES"). The Securities will be issued pursuant to the provisions of
the Indenture dated as of October 1, 1998 (such Indenture insofar as it relates
to the Securities and as the same has been or shall be supplemented to the
Closing Date (as defined herein), including by Indenture Supplement No. 12 to be
dated the Closing Date) (the "INDENTURE") between the Company and JPMorgan Chase
Bank (formerly known as The Chase Manhattan Bank), as trustee (the "TRUSTEE").

                  Subject to the terms and conditions set forth or incorporated
by reference herein, the Company hereby agrees to sell and the Underwriters
agree to purchase, severally and not jointly, the respective principal amounts
of Securities set forth below opposite their names at a purchase price of
99.258% of the principal amount of Securities plus accrued interest, from
January 28, 2003 to the date of payment and delivery:







                                                                  Principal Amount
Name of Underwriter                                                 of Securities
- -------------------                                               ----------------
                                                               
Salomon Smith Barney Inc.                                           $180,000,000
Banc of America Securities LLC                                        30,000,000
Credit Suisse First Boston LLC                                        30,000,000
J.P. Morgan Securities Inc.                                           30,000,000
Banc One Capital Markets, Inc.                                        15,000,000
Credit Lyonnais Securities (USA) Inc.                                 15,000,000
Total                                                               $300,000,000
                                                                    ============


                  The Underwriters will pay for the Securities upon delivery
thereof at the location identified below at 10:00 a.m. (New York time) on
January 28, 2003, or at such other time or date, not later than seven full
business days thereafter, as shall be agreed upon by the Company and the
Representatives. The time and date of such payment and delivery are hereinafter
referred to as the "Closing Date."

                  The Securities shall have the terms set forth in the
Prospectus dated March 1, 2002 and the Prospectus Supplement dated January 23,
2003, including the following:

                                                   
Representative(s) and address(es):
                                                      Salomon Smith Barney Inc.
                                                      388 Greenwich Street
                                                      New York, New York 10013
                                                      Attn: Office of General Counsel
                                                      (telecopy no.: 212-816-0915)

Certain Terms of the Securities:

         Title of Securities:                         4.750% Senior Notes due 2008

         Aggregate Principal Amount of Securities:    $300,000,000

         Maturity Date:                               January 15, 2008

         Interest Rate:                               4.750%

         Interest                                     January 15 and
         Payment Dates:                               July 15,
                                                      commencing July 15, 2003

         Record Dates:                                January 1 and July 1





                                       2


                                                   
         Redemption Provisions:                       The Company may redeem the Securities in
                                                      whole or in part at a make-whole price as set
                                                      forth in the Prospectus Supplement.

         Repayment Provisions:                        None.

         Transfer Agent and Registrar:                JPMorgan Chase Bank

         Closing Date and Location:                   January 28, 2003

                                                      Milbank, Tweed, Hadley & McCloy LLP
                                                      One Chase Manhattan Plaza
                                                      New York, NY 10005



The Securities are to be offered to the public at the Initial Public Offering
Price specified below, and to dealers at prices which represent concessions not
in excess of the Dealer Concession set forth below, and the Underwriters may
allow and such dealers may reallow concessions not in excess of the Reallowance
concession set forth below:

                                                   
         Initial Public Offering Price:               99.858% of the principal amount of the
                                                      Securities plus accrued interest, if any,
                                                      from January 28, 2003

         Dealer Concession:                           0.35% of the principal amount of the
                                                      Securities

         Reallowance Concession:                      0.25% of the principal amount of the
                                                      Securities



                  The parties hereto acknowledge and agree that the
Underwriters' Information consists solely of the following information in any
Preliminary Prospectus and the Prospectus: the third, fifth and sixth paragraphs
of text under the caption "Underwriting" in the Prospectus Supplement and the
third and fourth sentences in the seventh paragraph of text under the caption
"Underwriting" in the Prospectus Supplement.

                  All provisions contained in the document entitled Centex
Corporation Underwriting Agreement Standard Provisions (Debt Securities) dated
January 23, 2003, are herein incorporated by reference in their entirety and
shall be deemed to be a part of this Agreement to the same extent as if such
provisions had been set forth in full herein, except that if any term defined in
such document is otherwise defined herein, the definition set forth herein shall
control.

                  This Agreement may be signed in any number of counterparts,
each of which shall be an original, with the same effect as if the signatures
thereto and hereto were upon the same instrument.



                                       3


                  Please confirm your agreement by having an authorized officer
sign a copy of this Agreement as of the date first set forth above in the space
set forth below.

                                       Very truly yours,

                                       SALOMON SMITH BARNEY INC.
                                       Acting on behalf of itself and the
                                       several Underwriters named herein

                                       BANC OF AMERICA SECURITIES LLC
                                       CREDIT SUISSE FIRST BOSTON LLC
                                       J.P. MORGAN SECURITIES INC.
                                       BANC ONE CAPITAL MARKETS, INC.
                                       CREDIT LYONNAIS SECURITIES (USA) INC.

                                       By:  Salomon Smith Barney Inc.

                                       By:  /s/ BRIAN THOMAS
                                            ------------------------------------
                                            Name:  Brian Thomas
                                            Title: Vice President



CENTEX CORPORATION

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



                                       4


                               CENTEX CORPORATION

                             UNDERWRITING AGREEMENT

                               STANDARD PROVISIONS
                                (DEBT SECURITIES)

                                                                January 23, 2003

                  From time to time, Centex Corporation, a Nevada corporation
(the "Company"), may enter into one or more underwriting agreements that provide
for the sale of designated securities to the several underwriters named therein.
The standard provisions hereof set forth herein may be incorporated by reference
in any such underwriting agreement (an "Underwriting Agreement"). The
Underwriting Agreement, including the provisions hereof incorporated therein by
reference, is herein sometimes referred to as this "Agreement". Terms defined in
the Underwriting Agreement are used herein as therein defined.

                  The Company has filed with the Securities and Exchange
Commission (the "Commission") a registration statement on Form S-3 (file number
333-83212), including a final prospectus, relating to its debt securities and
has filed with, or transmitted for filing to, or shall promptly hereafter file
with or transmit for filing to, the Commission a final prospectus supplement
(the "Prospectus Supplement") specifically relating to the Securities pursuant
to Rule 424 under the Securities Act of 1933, as amended (the "Securities Act").
The registration statement as amended at the date of the Underwriting Agreement,
including information, if any, deemed to be part of the registration statement
at the time of effectiveness pursuant to Rule 430A under the Securities Act, is
hereinafter referred to as the "Registration Statement." The term "Basic
Prospectus" means the prospectus included in the Registration Statement. The
term "Prospectus" means the Basic Prospectus together with the Prospectus
Supplement. The term "Preliminary Prospectus" means a preliminary prospectus
supplement specifically relating to the Securities, together with the Basic
Prospectus. As used herein, the terms "Registration Statement," "Basic
Prospectus," "Prospectus" and "Preliminary Prospectus" shall include in each
case the documents, if any, incorporated by reference therein. The terms
"supplement," "amendment" and "amend" as used herein shall include the filing of
all documents deemed to be incorporated by reference in the Prospectus that are
filed subsequent to the date of the Underwriting Agreement by the Company with
the Commission pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). If the Company has filed an abbreviated registration statement
to register additional debt securities pursuant to Rule 462(b) under the
Securities Act (the "Rule 462(b) Registration Statement"), then any reference
herein to the term "Registration Statement" shall be deemed to include such Rule
462(b) Registration Statement. For purposes of this Agreement, "Effective Time"
means the date and time the Registration Statement became effective.

         1. Representations and Warranties. The Company makes the following
representations and warranties to and agrees with the several Underwriters on
and as of the date of the Underwriting Agreement and will, by this Agreement,
make the following representations and warranties on and as of the Closing Date:

         (a) The Registration Statement has become effective under the
Securities Act; no stop order suspending the effectiveness of the Registration
Statement is in effect, and no proceedings





for such purpose are pending before or, to the knowledge of the Company,
threatened by the Commission;

         (b) The documents incorporated by reference in the Registration
Statement, the Preliminary Prospectus and the Prospectus (the "Exchange Act
Reports"), when they were filed with the Commission, conformed in all material
respects to the requirements of the Exchange Act and the rules and regulations
of the Commission thereunder and none of such documents (as updated or
superseded by the information in the Prospectus) contained an untrue statement
of a material fact or omitted to state a material fact necessary to make the
statements in the Prospectus, in light of the circumstances under which they
were made, not misleading, and any further documents so filed and incorporated
by reference in the Registration Statement, the Preliminary Prospectus and the
Prospectus, when such documents are filed with the Commission, will conform in
all material respects to the requirements of the Exchange Act and the rules and
regulations of the Commission thereunder and shall not contain an untrue
statement of a material fact or omit to a state a material fact necessary to
make the statements in the Prospectus, in light of the circumstances under which
they were made, not misleading;

         (c) At the Effective Time, the Registration Statement did, and when the
Prospectus is first filed in accordance with Rule 424(b) and on the Closing
Date, the Prospectus (and any supplements thereto) will, comply in all material
respects with the applicable requirements of the Securities Act and the rules
and regulations of the Commission thereunder (the "Rules and Regulations") and
the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), and the
rules and regulations of the Commission thereunder; at the Effective Time, the
Registration Statement did not or will not include any untrue statement of a
material fact or omit to state any material fact required to be stated therein
or necessary in order to make the statements therein not misleading; at the
Effective Time and on the Closing Date, the Indenture did or will conform in all
material respects with the applicable requirements of the Trust Indenture Act
and the rules and regulations of the Commission thereunder; and, on the date of
the Prospectus and on the Closing Date, the Prospectus (together with any
supplement thereto) did not and will not include any untrue statement of a
material fact or omit to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading. The preceding sentence does not apply to (i) that part of
the Registration Statement which shall constitute the Statement of Eligibility
and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or
(ii) information contained in or omitted from the Registration Statement or the
Prospectus (or any supplement thereto) in reliance upon and in conformity with
written information furnished to the Company by or on behalf of any Underwriter
specifically for use therein, which is set forth in the Underwriting Agreement
(the "Underwriters' Information");

         (d) Neither the Company nor any of its subsidiaries has sustained since
the date of the latest audited financial statements included or incorporated by
reference in the Prospectus any material loss or interference with its business
from fire, explosion, flood or other calamity, whether or not covered by
insurance, or from any labor dispute or court or governmental action, order or
decree, resulting in a material adverse effect, or any development involving a
prospective material adverse effect, on the business, assets or financial
position of the Company and its subsidiaries taken as a whole (a "Material
Adverse Effect"), otherwise than as set forth or contemplated in the Prospectus;
and, since the respective dates as of which information is given in the
Registration Statement and the Prospectus, except as otherwise set forth or
contemplated in the Prospectus: (i) there has not been any material change in
the capital stock or long-term debt



                                       2


(other than asset securitizations by subsidiaries of the Company) of the Company
or any of its Material Subsidiaries (as defined below); (ii) there has not been
any material adverse change, or any development involving a prospective material
adverse change, in or affecting the business, assets or financial position of
the Company and its subsidiaries, taken as a whole, otherwise than as set forth
or contemplated in the Prospectus; (iii) no event has occurred that would result
in a material write-down in assets; (iv) there have been no material
transactions entered into by the Company, other than those publicly disclosed or
in the ordinary course of business; (v) the Company has not repurchased any of
its outstanding capital stock except as set forth in or contemplated by the
Prospectus; and (vi) there have been no dividends or distributions of any kind
declared, paid or made by the Company in respect of its capital stock except for
regular cash dividends paid in the ordinary course of business;

         (e) The Company and its subsidiaries have indefeasible title in fee
simple to all real property and indefeasible title to all personal property
owned by them, in each case free and clear of all liens, encumbrances and
defects except such as are described in the Prospectus or such as are not
material to the business of the Company and its subsidiaries, taken as a whole;
and any real property and buildings held under lease by the Company and its
subsidiaries are held by them under leases that are valid, subsisting and in
full force and effect, with such exceptions as are not material to the business
of the Company and its subsidiaries, taken as a whole;

         (f) The Company has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the State of Nevada. Each
subsidiary of the Company that is material to the business, assets or financial
position of the Company and its subsidiaries, taken as a whole ("Material
Subsidiary"), is set forth on Schedule I hereto. Each Material Subsidiary has
been duly incorporated (if a corporation) or formed (if a partnership or limited
liability company), and is validly existing as a corporation, partnership or
limited liability company, as the case may be, in good standing (if applicable)
under the laws of its jurisdiction of incorporation or formation, as the case
may be; each of the Company and each Material Subsidiary has all necessary
corporate, partnership or limited liability company power and authority to own
its properties and conduct its business as described, or incorporated by
reference, in the Prospectus, and has been duly qualified as a foreign
corporation, or limited liability company, as the case may be, for the
transaction of business and is in good standing under the laws of each other
jurisdiction in which it owns or leases properties, or conducts any business, so
as to require such qualification, or is subject to no material liability or
disability by reason of the failure to be so qualified in any such jurisdiction;

         (g) The Company has an authorized capitalization as set forth, or as
incorporated by reference, in the Prospectus, and all of the outstanding shares
of capital stock of the Company have been duly and validly authorized and issued
and are fully paid and nonassessable; and all of the outstanding shares of
capital stock or outstanding interests of each Material Subsidiary have been
duly and validly authorized and issued, are fully paid and nonassessable and
(except (i) for directors' qualifying shares, (ii) as set forth on Schedule I
hereto or (iii) as otherwise set forth in the Prospectus) are owned directly or
indirectly by the Company, free and clear of all liens, encumbrances, equities
or claims affecting transferability or voting except as set forth in the
Prospectus;

         (h) The Securities have been duly authorized, and, when executed,
authenticated, issued and delivered against payment therefor pursuant to this
Agreement and the Indenture, the



                                       3


Securities will be duly executed, authenticated, issued and delivered and will
constitute valid and legally binding obligations of the Company, enforceable
against the Company in accordance with their terms, subject, as to enforcement,
to bankruptcy, insolvency, reorganization and other laws of general
applicability relating to or affecting creditors' rights and to general equity
principles, and entitled to the benefits provided by the Indenture, which has
been or will be incorporated by reference as an exhibit to the Registration
Statement; at the Closing Date, the Indenture will be duly authorized, executed
and delivered by the Company and will be a valid and legally binding instrument,
enforceable against the Company in accordance with its terms, subject, as to
enforcement, to bankruptcy, insolvency, reorganization and other laws of general
applicability relating to or affecting creditors' rights and to general equity
principles; and the Securities and the Indenture are substantially in the form
heretofore delivered to the Underwriters and will conform in all material
respects to the descriptions thereof in the Prospectus; and each holder of
Securities will be entitled to the benefits of the Indenture;

         (i) The issue and sale of the Securities and the compliance by the
Company with all of the provisions of the Securities, the Indenture and this
Agreement (collectively, the "Transaction Documents"), and the consummation of
the transactions herein and therein contemplated will not conflict with or
result in a breach or violation of any of the terms or provisions of, or
constitute a default under, any indenture, mortgage, deed of trust, loan
agreement or other agreement or instrument to which the Company or any of its
subsidiaries is a party or by which the Company or any of its subsidiaries is
bound or to which any of the property or assets of the Company or any of its
subsidiaries is subject, nor will such action result in any violation of the
provisions of the Articles of Incorporation, as amended or restated, or the
Bylaws or charter documents or certificate of formation or partnership agreement
(as the case may be) of the Company or any of its Material Subsidiaries or any
statute or order, rule or regulation of any court or governmental agency or body
having jurisdiction over the Company or any of its subsidiaries or any of their
properties; and no consent, approval, authorization, order, registration or
qualification of or with any such court or governmental agency or body is
required for the issuance and sale of the Securities or the consummation by the
Company of the other transactions contemplated by this Agreement or the
Indenture, except such as have been, or will have been prior to any delivery of
the Securities, obtained under the Securities Act and the Trust Indenture Act
and such consents, approvals, authorizations, registrations or qualifications as
may be required under state securities or Blue Sky laws in connection with the
purchase and distribution of the Securities by the Underwriters;

         (j) Other than as set forth or contemplated in the Prospectus, there
are no legal or governmental proceedings pending to which the Company or any of
its subsidiaries is a party or of which any property of the Company or any of
its subsidiaries is the subject that, if determined adversely to the Company or
any of its subsidiaries, could reasonably be expected to have, individually or
in the aggregate, a Material Adverse Effect; and, to the best of the Company's
knowledge, no such proceedings are threatened or contemplated by governmental
authorities or threatened by others;

         (k) Ernst & Young LLP, who have certified certain financial statements
of the Company and its subsidiaries, are independent public accountants as
required by the Securities Act and the Rules and Regulations;



                                       4


         (l) The Company has no knowledge of any default in any material
obligation to be performed by any party to any agreement to which it or any of
its subsidiaries is a party, which default or defaults in the aggregate would
have a Material Adverse Effect;

         (m) The consolidated financial statements of the Company and its
subsidiaries, including accompanying notes, included or incorporated by
reference in the Registration Statement and the Prospectus, comply in all
material respects with the requirements of the Securities Act and fairly present
in all material respects the consolidated financial position and the
consolidated results of the operations of the Company and its subsidiaries at
the respective dates and for the respective periods to which they apply, and
such financial statements have been prepared in conformity with generally
accepted accounting principles of the United States, consistently applied
throughout the periods involved except as may be expressly stated in the notes
thereto. The financial information and statistical data set forth in the
Prospectus under the caption "Selected Financial Data" are fairly presented in
all material respects and prepared on a basis consistent with such consolidated
financial statements or the books and records of the Company, as the case may
be, unless otherwise stated in the Prospectus;

         (n) Except as described in the Prospectus, the Company and each of its
subsidiaries have all necessary licenses, certificates, consents, permits,
authorizations, approvals, rights and orders of and from all governmental
agencies or bodies having jurisdiction over the Company or any of its
subsidiaries to own their respective properties and conduct their respective
businesses as described in the Prospectus, the failure to possess or the failure
to operate in compliance with which would have a Material Adverse Effect, and
the Company has received no notice of proceedings relating to the revocation or
modification of any such certificate, authorization or permit that, singly or in
the aggregate, could reasonably be expected to result in a Material Adverse
Effect;

         (o) This Agreement has been duly and validly authorized, executed and
delivered by the Company and is a valid and binding agreement of the Company,
enforceable against the Company in accordance with its terms, subject, in each
case, as to enforcement, to bankruptcy, insolvency, reorganization, and other
laws of general applicability relating to or affecting creditors' rights, and to
general equity principles, and except to the extent that rights of
indemnification and contribution hereunder may be limited by applicable laws or
equity principles;

         (p) Except as described in the Prospectus, and except for those the
failure to own or possess would not have a Material Adverse Effect, each of the
Company and its subsidiaries owns or possesses all of the patents, trademarks,
service marks, trade names, copyrights and licenses and rights with respect to
the foregoing, necessary for the present conduct of its business, without any
known conflict with the rights of others, the result of which conflict would
result in a Material Adverse Effect;

         (q) There are no contracts, indentures, mortgages, loan agreements,
notes, bonds, debentures, other evidences of indebtedness, leases or other
agreements or instruments of the Company of a character required to be described
or referred to in the Registration Statement or the Prospectus or to be filed as
exhibits to the Registration Statement that are not described or referred to or
that have not or will not be, prior to the Closing Date, filed as required;



                                       5


         (r) No labor disturbance exists with the employees of the Company or
any of its subsidiaries, or, to the best of the Company's knowledge, is
imminent, that would result in a Material Adverse Effect and the Company has not
received notice of any existing or imminent labor disturbance by the employees
of any of its principal suppliers, that might reasonably be expected to result
in a Material Adverse Effect;

         (s) The conditions to the use of a registration statement on Form S-3
under the Securities Act, as set forth in the General Instructions to Form S-3,
have been satisfied with respect to the Company and the Registration Statement
and Prospectus; and

         (t) Neither the Company nor any of its subsidiaries is required to be
registered under the Investment Company Act of 1940, as amended.

         Any certificate signed by any director or officer of the Company and
delivered to the Underwriters or their counsel in connection with the offering
of Securities shall be deemed a representation and warranty by the Company to
the Underwriters as to the matters covered thereby on the date of such
certificate.

         2. Purchase of the Securities. (a) On the basis of the representations,
warranties and agreements contained herein, and subject to the terms and
conditions set forth herein and in the Underwriting Agreement, the Company
agrees to issue and sell to each of the Underwriters, severally and not jointly,
and each of the Underwriters, severally and not jointly, agrees to purchase from
the Company, the principal amount of Securities set forth opposite the name of
such Underwriter in the Underwriting Agreement at the purchase price set forth
in the Underwriting Agreement.

         (b) The Company shall not be obligated to deliver any of the Securities
except upon payment for all of the Securities to be purchased as provided
herein. The Company acknowledges and agrees that the Underwriters may sell
Securities to any affiliate of an Underwriter and that any such affiliate may
sell Securities purchased by it to an Underwriter.

         3. Delivery of and Payment for the Securities. (a) Delivery of and
payment for the Securities shall be made on the Closing Date at the time and
place set forth in the Underwriting Agreement.

         (b) On the Closing Date, payment of the purchase price for the
Securities shall be made to the Company by wire transfer in immediately
available funds, against delivery to the Underwriters of the certificates
evidencing the Securities. Time shall be of the essence, and delivery at the
time and place specified pursuant to this Agreement is a further condition of
the obligations of the Underwriters hereunder. Upon delivery, the Securities
shall be in global form, registered in such names and in such denominations as
the Representative(s) on behalf of the Underwriters shall have requested in
writing not less than one full business day prior to the Closing Date. The
Company agrees to make one or more global certificates evidencing the Securities
available for inspection by the Representative(s) on behalf of the Underwriters
in New York, New York at least 24 hours prior to the Closing Date.

         4. Further Agreements of the Company. The Company agrees with each of
the several Underwriters:



                                       6


                  (a) (i) to prepare a Rule 462(b) Registration Statement, if
         necessary, in a form approved by the Underwriters and to file such Rule
         462(b) Registration Statement with the Commission in compliance with
         Rule 462(b) of the Rules and Regulations by 10:00 a.m. New York City
         time on the business day following the date of determination of the
         public offering price and, at the time of filing, either to pay the
         Commission the filing fee for the Rule 462(b) Registration Statement or
         give irrevocable instructions for the payment of such fee pursuant to
         Rule 111(b) of the Rules and Regulations and (ii) to file the
         Prospectus with the Commission pursuant to and in accordance with Rule
         424(b) within the time period prescribed by such rule and to provide
         evidence satisfactory to the Underwriters of such timely filing;

                  (b) to file promptly all reports and any definitive proxy or
         information statement required to be filed by the Company with the
         Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the
         Exchange Act subsequent to the date of the Prospectus Supplement and
         for so long as the delivery of a Prospectus is required by law in
         connection with the offering of the Securities contemplated by the
         Prospectus Supplement;

                  (c) prior to filing with the Commission any (i) amendment to
         the Registration Statement (including any Rule 462(b) Registration
         Statement) or supplement to the Prospectus relating to the Securities,
         (ii) document incorporated by reference in the Registration Statement
         or the Prospectus during the period from the date of this Agreement to
         the Closing Date or (iii) Prospectus relating to the Securities
         pursuant to Rule 424 of the Rules and Regulations, to furnish a copy
         thereof to the Representative(s) and counsel for the Underwriters, and
         not to file any such document to which the Representative(s) shall
         reasonably object after having been given reasonable notice of the
         proposed filing thereof unless the Company is required by law to make
         such filing;

                  (d) to advise the Underwriters promptly of the receipt of any
         comments from the Commission and of the effectiveness of the
         Registration Statement (in each case if the Effective Time is
         subsequent to the execution and delivery of this Agreement) and of any
         amendment or supplement to the Registration Statement or the Prospectus
         relating to the Securities, or of any request by the Commission
         therefor, and of the issuance by the Commission of any stop order
         suspending the effectiveness of the Registration Statement or the
         initiation of any proceedings for that purpose; to advise the
         Underwriters promptly of any order preventing or suspending the use of
         any prospectus relating to the Securities, of the suspension of the
         qualification of the Securities for offering or sale in any
         jurisdiction and of the initiation or threatening of any proceeding for
         any such purpose; and, for so long as the delivery of a prospectus is
         required by law in connection with the offering of the Securities
         contemplated by the Prospectus Supplement, to use every reasonable
         effort to prevent the issuance of any stop order or of any such order
         preventing or suspending the use of any prospectus relating to the
         Securities or suspending any such qualification and, if any such stop
         order or order or suspension is issued, to use every reasonable effort
         to obtain the lifting thereof at the earliest possible time;

                  (e) to furnish promptly to each of the Underwriters and
         counsel for the Underwriters a copy of the Registration Statement as
         originally filed with the Commission, and each amendment thereto filed
         with the Commission, including all



                                       7


         consents and exhibits filed therewith; and to deliver promptly without
         charge to the Underwriters such number of the following documents as
         the Underwriters may from time to time reasonably request: (i)
         conformed copies of the Registration Statement as originally filed with
         the Commission and each amendment thereto (in each case excluding
         exhibits other than this Agreement, the Indenture and the computation
         of the ratio of earnings to fixed charges), (ii) each Preliminary
         Prospectus, the Prospectus and any amended or supplemented Prospectus
         and (iii) each document incorporated by reference in the Prospectus
         (excluding exhibits thereto), in the case of clause (i), (ii) or (iii)
         for so long as delivery of a prospectus is required by law in
         connection with the offering of the Securities contemplated by the
         Prospectus Supplement;

                  (f) if the delivery of a prospectus is required by law at any
         time in connection with the offering of the Securities contemplated by
         the Prospectus Supplement and if at such time any events shall have
         occurred as a result of which the Prospectus as then amended or
         supplemented would include an untrue statement of a material fact or
         omit to state any material fact necessary in order to make the
         statements therein, in the light of the circumstances under which they
         were made when such Prospectus is delivered, not misleading, or if for
         any other reason it shall be necessary or advisable at such time to
         amend or supplement the Prospectus in order to comply with the
         Securities Act or the Exchange Act or with a request from the
         Commission, to notify the Underwriters immediately thereof, and to
         promptly prepare and, subject to Section 4(c) hereof, file with the
         Commission an amended Prospectus or a supplement to the Prospectus
         which will correct such statement or omission or effect such
         compliance;

                  (g) as soon as practicable to make generally available to the
         Company's security holders and to deliver to the Underwriters an
         earning statement of the Company and its subsidiaries (which need not
         be audited) complying with Section 11(a) of the Securities Act and the
         Rules and Regulations (including, at the option of the Company, Rule
         158);

                  (h) for so long as the Securities are outstanding, to furnish
         to the Underwriters copies of any annual reports, quarterly reports and
         current reports filed by the Company with the Commission on Forms 10-K,
         10-Q and 8-K, or such other similar forms as may be designated by the
         Commission, and such other documents, reports and information as shall
         be furnished by the Company to the Trustee or to the holders of the
         Securities pursuant to the Indenture or the Exchange Act or any rule or
         regulation of the Commission thereunder;

                  (i) promptly take from time to time such actions as the
         Underwriters may reasonably request to qualify the Securities for
         offering and sale under the securities or Blue Sky laws of such
         jurisdictions as the Underwriters may designate and to continue such
         qualifications in effect for so long as required for the resale of the
         Securities; provided that the Company and its subsidiaries shall not be
         obligated to qualify as foreign corporations in any jurisdiction in
         which they are not so qualified or to file a general consent to service
         of process in any jurisdiction;

                  (j) until the Closing Date, not to offer for sale, sell,
         contract to sell or otherwise dispose of, directly or indirectly, or
         file a registration statement for, or



                                       8


         announce any offer, sale, contract for sale of or other disposition of
         any debt securities issued or guaranteed by the Company or any of its
         subsidiaries (other than the Securities, notes issued pursuant to the
         Company's medium-term note programs or any commercial paper program of
         the Company, or existing or future bank credit facilities or asset
         securitizations of the Company or any of its affiliates) without the
         prior written consent of the Representative(s) on behalf of the
         Underwriters;

                  (k) in connection with the offering of the Securities, until
         the distribution of the Securities has been completed, the Company
         shall not, and shall cause its affiliated purchasers (as defined in
         Regulation M under the Exchange Act) not to, either alone or with one
         or more other persons, bid for or purchase, for any account in which it
         or any of its affiliated purchasers has a beneficial interest, any
         Securities, or attempt to induce any person to purchase any Securities;
         and not to, and to cause its affiliated purchasers not to, make bids or
         purchase for the purpose of creating actual, or apparent, active
         trading in or of raising the price of the Securities; and

                  (l) to apply the net proceeds from the sale of the Securities
         as set forth in the Prospectus under the heading "Use of Proceeds".

         5. Conditions of Underwriters' Obligations. The respective obligations
of the several Underwriters to purchase the Securities hereunder are subject to
the accuracy, on and as of the date of the Underwriting Agreement and the
Closing Date, of the representations and warranties of the Company contained
herein, to the accuracy of the statements of the Company and its officers made
in any certificates delivered pursuant hereto, to the performance by the Company
of its obligations hereunder, and to each of the following additional terms and
conditions:

                  (a) The Prospectus shall have been timely filed with the
         Commission in accordance with Section 4(a) of this Agreement, and, if
         applicable, the Rule 462(b) Registration Statement shall have become
         effective by 10:00 a.m. New York City time on the business day
         following the date of the Underwriting Agreement. Prior to the Closing
         Date, no stop order suspending the effectiveness of the Registration
         Statement or any part thereof shall have been issued and no proceeding
         for that purpose shall have been initiated or threatened by the
         Commission; and any request of the Commission for inclusion of
         additional information in the Registration Statement or the Prospectus
         or the Exchange Act Reports shall have been complied with to the
         reasonable satisfaction of the Underwriters.

                  (b) The Prospectus (and any amendments or supplements thereto)
         shall have been printed and copies distributed to the Underwriters as
         promptly as practicable on or following the date of the Underwriting
         Agreement or at such other date and time as to which the Underwriters
         may agree.

                  (c) All corporate proceedings and other legal matters incident
         to the authorization, form and validity of each of the Transaction
         Documents and the Prospectus, and all other legal matters relating to
         the Transaction Documents and the transactions contemplated thereby,
         shall be reasonably satisfactory in all material respects to the
         Underwriters, and the Company shall have furnished to the Underwriters
         all documents and information that they or their counsel may reasonably
         request to enable them to pass upon such matters.



                                       9


                  (d) Raymond G. Smerge, Executive Vice President, Chief Legal
         Officer and Secretary of the Company, shall have furnished to the
         Underwriters his written opinion, addressed to the Underwriters and
         dated the Closing Date, in form and substance reasonably satisfactory
         to the Underwriters, substantially to the effect set forth in Annex A
         hereto.

                  (e) Baker Botts L.L.P. shall have furnished to the
         Underwriters their written opinion, as counsel to the Company,
         addressed to the Underwriters and dated the Closing Date, in form and
         substance reasonably satisfactory to the Underwriters, substantially to
         the effect set forth in Annex B hereto.

                  (f) The Underwriters shall have received from Milbank, Tweed,
         Hadley & McCloy LLP, counsel for the Underwriters, such opinion or
         opinions, dated the Closing Date, as are customarily delivered by
         underwriters' counsel in similar offerings and as the Underwriters may
         reasonably require, and the Company shall have furnished to such
         counsel such documents and information as they reasonably request for
         the purpose of enabling them to pass upon such matters.

                  (g) The Company shall have furnished to the Underwriters a
         letter (the "Initial Letter") of Ernst & Young LLP, addressed to the
         Underwriters and dated as of the date of the Underwriting Agreement, in
         form and substance reasonably satisfactory to the Underwriters,
         substantially to the effect set forth in Annex C hereto.

                  (h) The Company shall have furnished to the Underwriters a
         letter (the "Bring-Down Letter") of Ernst & Young LLP, addressed to the
         Underwriters and dated the Closing Date (i) confirming that they are
         independent accountants with respect to the Company and its
         subsidiaries as required by the Securities Act and the Rules and
         Regulations, (ii) stating, as of the date of the Bring-Down Letter (or,
         with respect to matters involving changes or developments since the
         respective dates as of which specified financial information is given
         in the Prospectus, as of a date not more than three business days prior
         to the date of the Bring-Down Letter), that the conclusions and
         findings of such accountants with respect to the financial information
         and other matters covered by the Initial Letter are accurate and (iii)
         confirming in all material respects the conclusions and findings set
         forth in the Initial Letter.

                  (i) The Company shall have furnished to the Underwriters a
         certificate, dated the Closing Date, of its chief executive officer and
         its chief financial officer stating that (A) such officers have
         carefully examined the Registration Statement and the Prospectus, (B)
         in their opinion, the Registration Statement, including the documents
         incorporated therein by reference, as of the Effective Time, did not
         include any untrue statement of a material fact and did not omit to
         state a material fact required to be stated therein or necessary in
         order to make the statements therein not misleading, and the
         Prospectus, including the documents incorporated therein by reference,
         as of the date of the Prospectus Supplement and as of the Closing Date,
         did not and does not include any untrue statement of a material fact
         and did not and does not omit to state a material fact necessary in
         order to make the statements therein, in the light of the circumstances
         under which they were made, not misleading, and (C) as of the Closing
         Date, the representations and warranties of the Company in this
         Agreement are true and correct in



                                       10


         all material respects, the Company has complied in all material
         respects with all agreements and satisfied all conditions on its part
         to be performed or satisfied hereunder on or prior to the Closing Date,
         no stop order suspending the effectiveness of the Registration
         Statement has been issued and no proceedings for that purpose have been
         instituted or, to such officer's knowledge, are contemplated by the
         Commission, and subsequent to the date of the most recent financial
         statements contained in the Prospectus, there has been no material
         adverse change in the financial position or results of operations of
         the Company and its subsidiaries, taken as a whole, or any material
         adverse change, or any development involving a prospective material
         adverse change, in or affecting the condition (financial or otherwise),
         results of operations or business of the Company and its subsidiaries,
         taken as a whole, except as set forth in the Prospectus.

                  (j) The Indenture and any applicable supplement thereto, shall
         have been duly executed and delivered by the Company and the Trustee,
         and the Securities shall have been duly executed and delivered by the
         Company and duly authenticated by the Trustee.

                  (k) If any event shall have occurred on or prior to the
         Closing Date that requires the Company under Section 4(f) to prepare an
         amendment or supplement to the Prospectus, such amendment or supplement
         shall have been prepared, the Underwriters shall have been given a
         reasonable opportunity to comment thereon as provided in Section 4(c)
         hereof, and copies of the Prospectus as amended or supplemented, shall
         have been delivered to the Underwriters reasonably in advance of the
         Closing Date.

                  (l) Subsequent to the execution and delivery of the
         Underwriting Agreement or, if earlier, the dates as of which
         information is given in the Registration Statement (exclusive of any
         amendment thereto that becomes effective on or after the date of this
         Agreement) and the Prospectus (exclusive of any supplement thereto that
         is filed with the Commission on or after the date of this Agreement),
         except as disclosed in or contemplated by the Prospectus, there shall
         not have been any change in the capital stock or long-term debt (other
         than asset securitizations by subsidiaries of the Company) or any
         change, or any development involving a prospective change, in or
         affecting the condition (financial or otherwise), results of operations
         or business of the Company and its subsidiaries taken as a whole, the
         effect of which, in any such case described above, is, in the
         reasonable judgment of the Representative(s) on behalf of the
         Underwriters, so material and adverse as to make it impracticable or
         inadvisable to proceed with the public offering of the Securities on
         the terms and in the manner contemplated by this Agreement and the
         Prospectus (exclusive of any supplement thereto that is filed with the
         Commission on or after the date of this Agreement).

                  (m) No action shall have been taken and no statute, rule,
         regulation or order shall have been enacted, adopted or issued by any
         governmental agency or body which would, as of the Closing Date,
         prevent the issuance or sale of the Securities; and no injunction,
         restraining order or order of any other nature by any federal or state
         court of competent jurisdiction shall have been issued as of the
         Closing Date which would prevent the issuance or sale of the
         Securities.

                  (n) Subsequent to the execution and delivery of the
         Underwriting Agreement (i) no downgrading shall have occurred in the
         rating accorded the Securities or any of the



                                       11


         Company's other debt securities or preferred stock by any "nationally
         recognized statistical rating organization", as such term is defined by
         the Commission for purposes of Rule 436(g)(2) of the Rules and
         Regulations and (ii) no such organization shall have publicly announced
         that it has under surveillance or review (other than an announcement
         with positive implications of a possible upgrading), its rating of the
         Securities or any of the Company's other debt securities or preferred
         stock.

                  (o) Subsequent to the execution and delivery of this Agreement
         there shall not have occurred any of the following: (i) trading in
         securities generally on the New York Stock Exchange, the American Stock
         Exchange or the over-the-counter market shall have been suspended or
         materially limited, or minimum prices shall have been established on
         any such exchange or market by the Commission, by any such exchange or
         by any other regulatory body or governmental authority having
         jurisdiction (other than as a result of the existence of or triggering
         of automatic circuit-breakers by such exchanges or regulatory bodies),
         or trading in any securities of the Company on any exchange or in the
         over-the-counter market shall have been suspended or (ii) any
         moratorium on commercial banking activities shall have been declared by
         federal or New York state authorities or a material disruption shall
         have occurred in commercial banking or securities settlement or
         clearance services in the United States or (iii) an outbreak or
         escalation of hostilities or a declaration by the United States of a
         national emergency or war or (iv) a material adverse change in
         financial markets or any calamity or crisis or material adverse change
         in general economic, political or financial conditions (or the effect
         of international conditions on the financial markets in the United
         States shall be such) the effect of which, in the case of clauses (i)
         through (iv), is, in the reasonable judgment of the Representative(s)
         on behalf of the Underwriters, so material and adverse as to make it
         impracticable or inadvisable to proceed with the public offering or the
         sale or the delivery of the Securities on the terms and in the manner
         contemplated by this Agreement and in the Prospectus (exclusive of any
         supplement thereto that is filed with the Commission on or after the
         date of this Agreement).

                  All opinions, letters, evidence and certificates mentioned
above or elsewhere in this Agreement shall be deemed to be in compliance with
the provisions hereof only if they are in form and substance reasonably
satisfactory to counsel for the Underwriters.

         6. Termination. The obligations of the Underwriters hereunder may be
terminated by the Underwriters, in their absolute discretion, by notice given to
and received by the Company prior to delivery of and payment for the Securities
if, prior to that time, any of the events described in Section 5(l), (m), (n) or
(o) shall have occurred and be continuing.

         7. Defaulting Underwriters. (a) If, on the Closing Date, any
Underwriter defaults in the performance of its obligations under this Agreement,
the non-defaulting Underwriters may make arrangements for the purchase of the
Securities which such defaulting Underwriter agreed but failed to purchase by
other persons satisfactory to the Company and the non-defaulting Underwriters,
but if no such arrangements are made within 36 hours after such default, this
Agreement shall terminate without liability on the part of the non-defaulting
Underwriters or the Company, except that the Company will continue to be liable
for the payment of expenses to the extent set forth in Section 12 and except
that the provisions of Sections 9 and 10 shall not terminate and shall remain in
effect. As used in this Agreement, the term "Underwriters"



                                       12


includes, for all purposes of this Agreement unless the context otherwise
requires, any party not listed in the Underwriting Agreement that, pursuant to
this Section 7, purchases Securities which a defaulting Underwriter agreed but
failed to purchase.

         (b) Nothing contained herein shall relieve a defaulting Underwriter of
any liability it may have to the Company or any non-defaulting Underwriter for
damages caused by its default. If other persons are obligated or agree to
purchase the Securities of a defaulting Underwriter, either the non-defaulting
Underwriters or the Company may postpone the Closing Date for up to seven full
business days in order to effect any changes that in the opinion of counsel for
the Company or counsel for the Underwriters may be necessary in the Registration
Statement and the Prospectus or in any other document or arrangement, and the
Company agrees to promptly prepare any amendment or supplement to the
Registration Statement and the Prospectus that effects any such changes.

         8. Reimbursement of Underwriters' Expenses. If (a) this Agreement shall
have been terminated pursuant to Section 6 as a result of the failure of a
condition set forth in Section 5(l) or 5(n) to be satisfied, (b) the Company
shall fail to tender the Securities for delivery to the Underwriters in
contravention of its obligations under this Agreement or (c) the Underwriters
shall not purchase the Securities as a result of the failure of a condition set
forth in Section 5(a), (b), (d), (e), (g), (h), (i), (j) or (k) to be satisfied,
the Company shall reimburse the Underwriters for such out-of-pocket expenses
(including reasonable fees and disbursements of counsel up to a maximum of
$100,000) as shall have been reasonably incurred by the Underwriters in
connection with this Agreement and the proposed public offering and sale of the
Securities, and upon demand the Company shall pay the full amount thereof to the
Underwriters.

         9. Indemnification. (a) The Company shall indemnify and hold harmless
each Underwriter, its affiliates, their respective officers, directors,
employees, representatives and agents, and each person, if any, who controls any
Underwriter within the meaning of the Securities Act or the Exchange Act
(collectively referred to for purposes of this Section 9(a) and Section 10 as an
Underwriter), from and against any loss, claim, damage or liability, joint or
several, or any action in respect thereof (including, without limitation, any
loss, claim, damage, liability or action relating to purchases and sales of the
Securities), to which that Underwriter may become subject, whether commenced or
threatened, under the Securities Act, the Exchange Act, any other federal or
state statutory law or regulation, at common law or otherwise, insofar as such
loss, claim, damage, liability or action arises out of, or is based upon, (i)
any untrue statement or alleged untrue statement of a material fact contained in
any Preliminary Prospectus, the Registration Statement or the Prospectus or in
any amendment or supplement thereto or (ii) the omission or alleged omission to
state therein a material fact required to be stated therein or necessary in
order to make the statements therein not misleading, and shall reimburse each
Underwriter promptly upon demand for any legal or other expenses reasonably
incurred by that Underwriter in connection with investigating or defending or
preparing to defend against or appearing as a third party witness in connection
with any such loss, claim, damage, liability or action as such expenses are
incurred; provided, however, that the Company shall not be liable in any such
case to the extent that any such loss, claim, damage, liability or action arises
out of, or is based upon, an untrue statement or alleged untrue statement in or
omission or alleged omission from any of such documents in reliance upon and in
conformity with any Underwriters' Information; and provided, further, that with
respect to any such untrue statement in or omission from any Preliminary
Prospectus, the indemnity agreement contained in this Section 9(a) shall



                                       13


not inure to the benefit of any such Underwriter to the extent that the sale to
the person asserting any such loss, claim, damage, liability or action was an
initial resale by such Underwriter and any such loss, claim, damage, liability
or action of or with respect to such Underwriter results from the fact that both
(A) to the extent required by applicable law, a copy of the Prospectus
(excluding the documents incorporated by reference therein) was not sent or
given to such person at or prior to the written confirmation of the sale of such
Securities to such person and (B) the untrue statement in or omission from such
Preliminary Prospectus was corrected in the Prospectus unless, in either case,
such failure to deliver the Prospectus was a result of non-compliance by the
Company with Section 4(e).

         (b) Each Underwriter, severally and not jointly, shall indemnify and
hold harmless the Company, its officers who signed the Registration Statement,
directors, and each person, if any, who controls the Company within the meaning
of the Securities Act or the Exchange Act (collectively referred to for purposes
of this Section 9(b) and Section 10 as the Company), from and against any loss,
claim, damage or liability, joint or several, or any action in respect thereof,
to which the Company may become subject, whether commenced or threatened, under
the Securities Act, the Exchange Act, any other federal or state statutory law
or regulation, at common law or otherwise, insofar as such loss, claim, damage,
liability or action arises out of, or is based upon, (i) any untrue statement or
alleged untrue statement of a material fact contained in any Preliminary
Prospectus, the Registration Statement or the Prospectus or in any amendment or
supplement thereto or (ii) the omission or alleged omission to state therein a
material fact required to be stated therein or necessary in order to make the
statements therein not misleading, but in each case only to the extent that the
untrue statement or alleged untrue statement or omission or alleged omission was
made in reliance upon and in conformity with any Underwriters' Information
provided by such Underwriter, and shall reimburse the Company for any legal or
other expenses reasonably incurred by the Company in connection with
investigating or defending or preparing to defend against or appearing as a
third party witness in connection with any such loss, claim, damage, liability
or action as such expenses are incurred.

         (c) Promptly after receipt by an indemnified party under this Section 9
of notice of any claim or the commencement of any action, the indemnified party
shall, if a claim in respect thereof is to be made against the indemnifying
party pursuant to Section 9(a) or 9(b), notify the indemnifying party in writing
of the claim or the commencement of that action; provided, however, that the
failure to notify the indemnifying party shall not relieve it from any liability
which it may have under this Section 9 except to the extent that it has been
materially prejudiced (through the forfeiture of substantive rights or defenses)
by such failure; and, provided, further, that the failure to notify the
indemnifying party shall not relieve it from any liability which it may have to
an indemnified party otherwise than under this Section 9. If any such claim or
action shall be brought against an indemnified party, and it shall notify the
indemnifying party thereof, the indemnifying party shall be entitled to
participate therein and, to the extent that it wishes, jointly with any other
similarly notified indemnifying party, to assume the defense thereof with
counsel reasonably satisfactory to the indemnified party. After notice from the
indemnifying party to the indemnified party of its election to assume the
defense of such claim or action, the indemnifying party shall not be liable to
the indemnified party under this Section 9 for any legal or other expenses
subsequently incurred by the indemnified party in connection with the defense
thereof other than reasonable costs of investigation; provided, however, that an
indemnified party shall have the right to employ its own counsel in any such
action, but the fees, expenses and other charges of such counsel for the
indemnified party will be at the expense of such indemnified



                                       14


party unless (1) the employment of counsel by the indemnified party has been
authorized in writing by the indemnifying party, (2) the named parties to any
such proceeding (including any impleaded parties) include both the indemnifying
party and the indemnified party and representation of both parties by the same
counsel would be inappropriate due to actual differing interests between them,
(3) a conflict or potential conflict exists (based upon advice of counsel to the
indemnified party) between the indemnified party and the indemnifying party (in
which case the indemnifying party will not have the right to direct the defense
of such action on behalf of the indemnified party) or (4) the indemnifying party
has not in fact employed counsel reasonably satisfactory to the indemnified
party to assume the defense of such action within a reasonable time after
receiving notice of the commencement of the action, in each of which cases the
reasonable fees, disbursements and other charges of counsel will be at the
expense of the indemnifying party or parties. It is understood that the
indemnifying party or parties shall not, in connection with any proceeding or
related proceedings in the same jurisdiction, be liable for the reasonable fees,
disbursements and other charges of more than one separate firm of attorneys (in
addition to any local counsel) at any one time for all such indemnified party or
parties. Each indemnified party, as a condition of the indemnity agreements
contained in Sections 9(a) and 9(b), shall use all reasonable efforts to
cooperate with the indemnifying party in the defense of any such action or
claim. No indemnifying party shall be liable for any settlement of any such
action effected without its written consent, but if settled with its written
consent or if there be a final judgment for the plaintiff in any such action,
the indemnifying party agrees to indemnify and hold harmless any indemnified
party from and against any loss or liability by reason of such settlement or
judgment. No indemnifying party shall, without the prior written consent of the
indemnified party, effect any settlement of any pending or threatened proceeding
in respect of which any indemnified party is or could have been a party and
indemnity could have been sought hereunder by such indemnified party unless such
settlement includes an unconditional release of such indemnified party from all
liability on claims that are the subject matter of such proceeding.

                  The obligations of the Company and the Underwriters in this
Section 9 and in Section 10 are in addition to any other liability that the
Company or the Underwriters, as the case may be, may otherwise have, including
in respect of any breaches of representations, warranties and agreements made
herein by any such party.

         10. Contribution. If the indemnification provided for in Section 9 is
unavailable or insufficient to hold harmless an indemnified party under Section
9(a) or 9(b), then each indemnifying party shall, in lieu of indemnifying such
indemnified party, contribute to the amount paid or payable by such indemnified
party as a result of such loss, claim, damage or liability, or action in respect
thereof, (i) in such proportion as shall be appropriate to reflect the relative
benefits received by the Company on the one hand and the Underwriters on the
other from the offering of the Securities or (ii) if the allocation provided by
clause (i) above is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to in clause (i)
above but also the relative fault of the Company on the one hand and the
Underwriters on the other with respect to the statements or omissions that
resulted in such loss, claim, damage or liability, or action in respect thereof,
as well as any other relevant equitable considerations. The relative benefits
received by the Company on the one hand and the Underwriters on the other with
respect to such offering shall be deemed to be in the same proportion as the
total net proceeds from the offering of the Securities purchased under this
Agreement (before deducting expenses) received by or on behalf of the Company,
on the one hand, and the total underwriting discounts and commissions received
by the Underwriters with



                                       15


respect to the Securities purchased under this Agreement, on the other, bear to
the total gross proceeds from the sale of the Securities under this Agreement,
in each case as set forth in the table on the cover page of the Prospectus
Supplement. The relative fault shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to the Company or
information supplied by the Company on the one hand or to any Underwriters'
Information on the other, the intent of the parties and their relative
knowledge, access to information and opportunity to correct or prevent such
untrue statement or omission. The Company and the Underwriters agree that it
would not be just and equitable if contributions pursuant to this Section 10
were to be determined by pro rata allocation (even if the Underwriters were
treated as one entity for such purpose) or by any other method of allocation
that does not take into account the equitable considerations referred to herein.
The amount paid or payable by an indemnified party as a result of the loss,
claim, damage or liability, or action in respect thereof, referred to above in
this Section 10 shall be deemed to include, for purposes of this Section 10, any
legal or other expenses reasonably incurred by such indemnified party in
connection with investigating or defending or preparing to defend any such
action or claim. Notwithstanding the provisions of this Section 10, no
Underwriter shall be required to contribute any amount in excess of the amount
by which the total initial public offering price of the Securities underwritten
by it and sold to the public under this Agreement exceeds the amount of any
damages which such Underwriter has otherwise paid or become liable to pay by
reason of any untrue or alleged untrue statement or omission or alleged
omission. No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation. The
Underwriters' obligations to contribute as provided in this Section 10 are
several in proportion to their respective underwriting commitments and not
joint.

         11. Persons Entitled to Benefit of Agreement. This Agreement shall
inure to the benefit of and be binding upon the Underwriters, the Company and
their respective successors. This Agreement and the terms and provisions hereof
are for the sole benefit of only those persons, except as provided in Sections 9
and 10 with respect to affiliates, officers, directors, employees,
representatives, agents and controlling persons of the Company and the
Underwriters. Nothing in this Agreement is intended or shall be construed to
give any person, other than the persons referred to in this Section 11, any
legal or equitable right, remedy or claim under or in respect of this Agreement
or any provision contained herein.

         12. Expenses. The Company agrees with the Underwriters to pay (a) the
costs incident to the authorization, issuance, sale, preparation and delivery of
the Securities and any taxes payable in that connection; (b) the costs incident
to the preparation, printing and filing under the Securities Act of the
Registration Statement and any amendments and exhibits thereto; (c) the costs of
printing and distributing the Registration Statement as originally filed and
each amendment thereto and any post-effective amendments thereof (including, in
each case, exhibits), any Preliminary Prospectus, the Prospectus and any
amendment or supplement thereto, all as provided in this Agreement; (d) the
costs of printing, reproducing and distributing the Indenture, this Agreement
and any underwriting documents; (e) the filing fees incident to securing any
required review by the National Association of Securities Dealers, Inc. of the
terms of sale of the Securities; (f) the fees and expenses of the Company's
counsel and independent accountants; (g) the fees and expenses of preparing,
printing and distributing Blue Sky Memoranda (including related fees and
expenses of counsel to the Underwriters up to a



                                       16


maximum of $5,000); (h) any fees charged by rating agencies for rating the
Securities; (i) all fees and expenses of the Trustee and any paying agent
(including related fees and expenses of any counsel to such parties); and (j)
all other costs and expenses incident to the performance of the obligations of
the Company under this Agreement; provided that, except as provided in clause
(g) of this Section 12 and Section 8, the Underwriters shall pay their own costs
and expenses.

         13. Survival. The respective indemnities, rights of contribution,
representations, warranties and agreements of the Company and the Underwriters
contained in this Agreement or made by or on behalf of the Company or the
Underwriters pursuant to this Agreement or any certificate delivered pursuant
hereto shall survive the delivery of and payment for the Securities and shall
remain in full force and effect, regardless of any termination or cancellation
of this Agreement or any investigation made by or on behalf of any of them or
any of their respective affiliates, officers, directors, employees,
representatives, agents or controlling persons.

         14. Notices, etc. All statements, requests, notices and agreements
hereunder shall be in writing, and:

                  (a) if to the Underwriters, shall be delivered or sent by mail
         or telecopy transmission to the Representative(s) at the address(es)
         set forth in the Underwriting Agreement; or

                  (b) if to the Company, shall be delivered or sent by mail or
         telecopy transmission to the address of the Company set forth in the
         Registration Statement, Attention: Lawrence Angelilli (telecopier no.:
         214-981-6858).

Any such statements, requests, notices or agreements shall take effect at the
time of receipt thereof. The Company shall be entitled to act and rely upon any
request, consent, notice or agreement given or made on behalf of the
Underwriters by the Representative(s).

         15. Definition of Terms. For purposes of this Agreement, (a) the term
"business day" means any day on which The New York Stock Exchange, Inc. is open
for trading, (b) the term "subsidiary" has the meaning set forth in Rule 405
under the Securities Act and (c) except where otherwise expressly provided, the
term "affiliate" has the meaning set forth in Rule 405 of the Rules and
Regulations.

         16. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York.

         17. Counterparts. This Agreement may be executed in one or more
counterparts (which may include counterparts delivered by telecopier) and, if
executed in more than one counterpart, the executed counterparts shall each be
deemed to be an original, but all such counterparts shall together constitute
one and the same instrument.

         18. Amendments. No amendment or waiver of any provision of this
Agreement, nor any consent or approval to any departure therefrom, shall in any
event be effective unless the same shall be in writing and signed by the parties
hereto.

         19. Headings. The headings herein are inserted for convenience of
reference only and are not intended to be part of, or to affect the meaning or
interpretation of, this Agreement.



                                       17


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                                       18


                                                                      SCHEDULE I



                              MATERIAL SUBSIDIARIES



                                                  
Centex International, Inc.                           Nevada corporation

Centex Real Estate Corporation                       Nevada corporation

Centex Homes                                         Nevada general partnership

Centex Financial Services, Inc.                      Nevada corporation

Centex Home Equity Company, LLC                      Delaware limited liability company

CTX Mortgage Company, LLC                            Delaware limited liability company

Centex Construction Products, Inc.*                  Delaware corporation

Centex Construction Group, Inc.                      Nevada corporation

Centex-Rooney Construction Co., Inc.                 Florida corporation

Centex Rodgers, Inc.                                 Nevada corporation

Centex Construction Company, Inc.                    Nevada corporation

Centex Engineering & Construction, Inc.              Nevada corporation





- ----------

*    Centex Corporation owned 65.1% of Centex Construction Products, Inc. as of
     December 31, 2002.



                                                                         ANNEX A


        [Form of Opinion of Executive Vice President, Chief Legal Officer
                          and Secretary of the Company]


                  Raymond G. Smerge, Executive Vice President, Chief Legal
Officer and Secretary of the Company, shall have furnished to the Underwriters
his written opinion, addressed to the Underwriters and dated the Closing Date,
in form and substance reasonably satisfactory to the Underwriters, substantially
to the effect set forth below:

                  1. The Company has been duly incorporated and is validly
         existing as a corporation in good standing under the laws of the State
         of Nevada, with corporate power and authority to own its properties and
         conduct its business as described in the Prospectus and to perform its
         obligations under the Underwriting Agreement.

                  2. The Company has the necessary corporate power and authority
         to execute and deliver each of the Transaction Documents and to perform
         its obligations thereunder; the Securities and each of the Transaction
         Documents have been duly authorized, executed and delivered by the
         Company.

                  3. The Company has an authorized capitalization as set forth
         in the Prospectus and all of the outstanding shares of capital stock of
         the Company have been duly and validly authorized and issued and are
         fully paid and nonassessable.

                  4. The Company has been duly qualified as a foreign
         corporation for the transaction of business and is in good standing
         under the laws of each jurisdiction in which the Company is required to
         so qualify, except where to the failure to so qualify or be in good
         standing would not have a material adverse effect upon the Company and
         its subsidiaries, taken as a whole.(1)

                  5. Each Material Subsidiary of the Company has been duly
         incorporated (if a corporation) or duly formed (if a partnership or a
         limited liability company) and is validly existing as a corporation,
         partnership or limited liability company, as the case may be, in good
         standing (if applicable, in the case



- ----------

         (1) In giving such opinion, such counsel may state that (i) in
identifying the jurisdictions in which the Company transacts business or
conducts activities that would require it to qualify as a foreign corporation,
he has relied to a large extent on certificates of other officers of the Company
and (ii) in determining whether the Company is qualified to do business as a
foreign corporation and in good standing under the laws of such jurisdictions,
he has relied solely on certificates of the secretary of state or other
comparable governmental authority of such jurisdictions.





         of a partnership or limited liability company) under the laws of its
         jurisdiction of incorporation or formation, as the case may be; all of
         the issued shares of capital stock, partnership interests or membership
         interests, as the case may be, of each Material Subsidiary have been
         duly and validly authorized and issued, are fully paid and
         nonassessable (subject, in the case of any partnership interest or
         limited liability interest, to obligations or commitments to make
         future capital contributions), and (except (i) for directors'
         qualifying shares and interests, (ii) as set forth on Schedule I hereto
         or (iii) as otherwise set forth in the Prospectus) are, to the best of
         my knowledge, owned directly or indirectly by the Company, free and
         clear of all liens, encumbrances, equities or claims affecting
         transferability or voting.

                  6. To the best of my knowledge and other than as set forth or
         contemplated, or incorporated by reference, in the Prospectus, there
         are no legal or governmental proceedings pending to which the Company
         or any of its subsidiaries is a party or of which any property or
         assets of the Company or any of its subsidiaries is the subject which
         (A) individually or in the aggregate, could reasonably be expected to
         have a material adverse effect on the business, assets or financial
         position of the Company and its subsidiaries, taken as a whole; or (B)
         question the validity or enforceability of any of the Transaction
         Documents or any action taken or to be taken pursuant thereto; and, to
         the best of my knowledge, no such proceedings are threatened or
         contemplated by governmental authorities or threatened by others.

                  7. The Underwriting Agreement has been duly authorized,
         executed and delivered by the Company.

                  8. The issuance, authentication, sale and delivery of the
         Securities and the compliance by the Company with all of the provisions
         of the Transaction Documents and the consummation of the transactions
         therein contemplated will not violate or result in a breach of any of
         the terms or provisions of, or constitute a default under, or result in
         the creation or imposition of any lien, charge or encumbrance upon any
         property or assets of the Company or any of its subsidiaries pursuant
         to, any indenture, mortgage, deed of trust, loan agreement or other
         agreement or instrument known to me to which the Company or any of its
         subsidiaries is a party or by which the Company or any of its
         subsidiaries is bound or to which any of the property or assets of the
         Company or any of its subsidiaries is subject, except for any such
         violation, breach, default, lien, charge or encumbrance that would not
         have a material adverse effect on the Company and its subsidiaries,
         taken as a whole, nor will such action result in any violation of (A)
         the provisions of the Articles of Incorporation, as amended or
         restated, or the Bylaws of the Company or any Material Subsidiary, (B)
         any judgment, order



                                       2


         or decree known to me of any court or arbitrator or governmental agency
         or body having jurisdiction over the Company or any of its subsidiaries
         or any of their properties or assets or (C) any statute, rule or
         regulation of the United States, the State of Texas or the State of
         Nevada (it being understood that I express no opinion as to compliance
         with any state securities or federal or state anti-fraud statute, rule
         or regulation, except as otherwise expressly stated in this opinion)
         applicable to the Company or any of its subsidiaries or any of their
         properties or assets, except in the case of clause (B) or (C) for any
         such violations which would not have a material adverse effect on the
         Company and its subsidiaries, taken as a whole.

                  9. No consent, approval, authorization or order of, or filing
         or registration with, any court or arbitrator or governmental agency or
         body of the State of Nevada is required for the execution, delivery and
         performance by the Company of each of the Transaction Documents, the
         issuance, authentication, sale and delivery of the Securities and
         compliance by the Company with the terms thereof and the consummation
         of the transactions contemplated by the Transaction Documents, except
         for such consents, approvals, authorizations, filings, registrations or
         qualifications (i) which have been obtained or made prior to or on the
         Closing Date or (ii) as may be required to be obtained or made under
         applicable state securities laws in connection with the purchase and
         distribution of the Securities by the Underwriters.

                  10. The documents incorporated by reference in the Prospectus,
         as amended or supplemented (other than the financial statements and the
         other financial information and related schedules included or
         incorporated by reference therein, as to which I express no opinion),
         when they were filed with the Commission, complied as to form in all
         material respects with the requirements of the Exchange Act and the
         rules and regulations of the Commission thereunder; nothing has come to
         my attention that would cause me to believe that any such documents,
         when they were so filed (other than the financial statements and the
         other financial information and related schedules included or
         incorporated by reference therein, as to which I express no belief),
         contained an untrue statement of a material fact or omitted to state a
         material fact necessary in order to make the statements therein, in
         light of the circumstances under which they were made when such
         documents were so filed, not misleading; and I do not know of any
         contracts or other documents of a character required to be filed as an
         exhibit to the Registration Statement or required to be incorporated by
         reference into the Prospectus or required to be described in the
         Registration Statement or the Prospectus that are not filed or
         incorporated by reference or described as required.



                                       3


                  In the course of participating in the preparation of the
Registration Statement and the Prospectus, I have had conferences to discuss and
review the contents thereof with various officers of the Company and its
affiliates, with the Company's independent certified public accountants and with
your representatives. I have no reason to believe that as of the date of this
opinion and as of the effective date of the Registration Statement, the
Registration Statement (other than the financial statements and the other
financial information and related schedules, as to which I express no belief,
and except for those parts of the Registration Statement that constitute the
Form T-1), contains or contained an untrue statement of a material fact or
omitted to state a material fact required to be stated therein or necessary to
make the statements therein not misleading or that, as of the date hereof, the
Prospectus (other than the financial statements and the other financial
information and related schedules, as to which I express no belief), contains an
untrue statement of a material fact or omits to state a material fact necessary
to make the statements therein, in the light of the circumstances under which
they were made, not misleading.



                                       4


                                                                         ANNEX B


                  [Form of Opinion of Counsel for the Company]


                  Baker Botts L.L.P. shall have furnished to the Underwriters
their written opinion, as special counsel to the Company, addressed to the
Underwriters and dated the Closing Date, in form and substance reasonably
satisfactory to the Underwriters, substantially to the effect set forth below:

                  1. The Securities have been duly authorized by the Company
         and, when authenticated and delivered in accordance with the terms of
         the Indenture against payment therefor as provided in the Underwriting
         Agreement, will be duly issued and will constitute valid and legally
         binding obligations of the Company entitled to the benefits provided by
         the Indenture and enforceable against the Company in accordance with
         their respective terms, subject to the Enforceability Exceptions (as
         hereinafter defined). The Securities, in the form certified by the
         Company as of the date hereof, and Indenture conform in all material
         respects to the descriptions thereof set forth under the captions
         "Description of Debt Securities" and "Description of Notes" in the
         Prospectus.

                  2. The Indenture has been duly authorized, executed and
         delivered by the Company and (assuming the due authorization, execution
         and delivery thereof by the Trustee) constitutes a valid and legally
         binding obligation of the Company, enforceable against the Company in
         accordance with its terms, subject to the Enforceability Exceptions.
         The Indenture has been qualified under the Trust Indenture Act.

                  3. To our knowledge, no consent, approval, authorization,
         order, registration or qualification of or with any court or
         governmental agency or body of the United States of America or the
         State of Texas is required for the performance by the Company of its
         obligations under the Underwriting Agreement, for the issue and sale of
         the Securities or the consummation of the other transactions
         contemplated by the Underwriting Agreement or the Indenture, except
         such as have been obtained under the Securities Act and the Trust
         Indenture Act, and such consents, approvals, authorizations,
         registrations or qualifications as may be required under the state
         securities or Blue Sky laws in connection with the purchase and sale of
         the Securities by the Underwriters.

                  4. To our knowledge, no proceedings for a stop order with
         respect to the Registration Statement are pending or threatened under
         the Securities Act. Based solely on written confirmation received
         electronically through the EDGAR system, the Prospectus Supplement
         dated January __, 2003 was filed on January __, 2003 with the
         Commission pursuant to Rule 424(b) of the Rules and Regulations.

                  5. The Registration Statement and Prospectus (except for (i)
         the financial statements (including the notes thereto and the auditors'
         reports thereon) included or incorporated by reference therein, (ii)
         the other financial information included or incorporated by reference
         therein, or (iii) the Statements of Eligibility under the Trust
         Indenture Act of a corporation





         designated to act as trustee, on Form T-1, as to which we express no
         opinion) appear on their face to comply as to form in all material
         respects with the applicable requirements of the Securities Act and the
         Rules and Regulations of the Commission thereunder.

                  Such counsel shall also state in a separate paragraph, the
following:

                  We have participated in conferences with officers and other
representatives of the Company, representatives of the independent public
accountants of the Company and your representatives at which the contents of the
Registration Statement and the Prospectus and related matters were discussed.
Although we did not independently verify, are not passing upon, and do not
assume any responsibility for, the accuracy, completeness or fairness of the
statements contained in the Registration Statement and the Prospectus or the
responsiveness of such statements to the legal requirements (except to the
extent stated in the last sentence of paragraph 1 above and in paragraph 5
above), we advise you that, on the basis of the foregoing (relying as to
materiality in part upon officers and other representatives of the Company), no
facts have come to our attention which lead us to believe that the Registration
Statement (other than (i) the financial statements (including the notes thereto
and the auditors reports thereon) included therein, (ii) the other financial
information included therein, or (iii) the Statements of Eligibility under the
Trust Indenture Act of a corporation designated to act as trustee, on Form T-1,
as to which we have not been asked to comment), as of the time it became
effective, contained any untrue statement of a material fact or omitted to state
any material fact required to be stated therein or necessary to make the
statements therein not misleading or that the Prospectus (other than (i) the
financial statements (including the notes thereto and the auditors report
thereon) included therein or (ii) the other financial information included
therein, as to which we have not been asked to comment), as of the issue date
thereof and as of the date hereof, contained or contains any untrue statement of
a material fact or omitted or omits to state any material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading.

                  As used in the foregoing, opinion, references to the
"Enforceability Exceptions" mean that the applicable opinions are subject to the
effect of (i) applicable bankruptcy, receivership, insolvency, reorganization,
moratorium, fraudulent conveyance, fraudulent transfer and other similar laws
relating to or affecting the enforcement of the rights and remedies of creditors
or parties to executory contracts generally; (ii) general principles of equity
(regardless of whether such enforceability is considered in a proceeding at law
or in equity) and the exercise of equitable powers by a court of competent
jurisdiction (and no opinion is given as to the availability of any specific
equitable relief or equitable remedies); and (iii) applicable law or public
policy limiting the enforcement of provisions providing for the indemnification
of any person.



                                       2


                                                                         ANNEX C


                        [Form of Initial Comfort Letter]


                  The Company shall have furnished to the Underwriters a letter
of Ernst & Young LLP, addressed to the Underwriters and dated the date of
delivery thereof, in form and substance satisfactory to the Underwriters,
substantially to the effect set forth below:

                  1. they are independent certified public accountants with
         respect to the Company as required by the Securities Act and the Rules
         and Regulations;

                  2. in their opinion, the audited financial statements included
         or incorporated by reference in the Registration Statement and the
         Prospectus and reported on by them comply in form in all material
         respects with the accounting requirements of the Securities Act, the
         Rules and Regulations, the Exchange Act and the rules and regulations
         promulgated under the Exchange Act (except that certain supporting
         schedules are omitted);

                  3. based upon a reading of the latest unaudited financial
         statements made available by the Company, if any, the procedures of the
         AICPA for a review of interim financial information as described in
         Statement of Auditing Standards No. 71, reading of minutes and
         inquiries of certain officials of the Company who have responsibility
         for financial and accounting matters and certain other limited
         procedures requested by the Underwriters and described in detail in
         such letter, nothing has come to their attention that causes them to
         believe that any unaudited financial statements included or
         incorporated by reference in the Registration Statement and the
         Prospectus do not comply as to form in all material respects with
         applicable accounting requirements of the Securities Act, the Rules and
         Regulations, the Exchange Act, and the rules and regulations
         promulgated under the Exchange Act.

                  4. based upon the procedures detailed in such letter with
         respect to the period subsequent to the date of the last available
         balance sheet, including reading of minutes and inquiries of certain
         officials of the Company who have responsibility for financial and
         accounting matters, nothing has come to their attention that causes
         them to believe that (A) at a specified date not more than three
         business days prior to the date of such letter, there was any change in
         capital stock, increase in long-term debt or decrease in stockholder's
         equity as compared with the amounts shown in the March 31, 2002 audited
         balance sheet included in the Registration Statement and the Prospectus
         or (B) for the period from March 31, 2002 to a specified date not more
         than three business days prior to the date of such letter, there were
         any decreases, as compared with the corresponding period in the
         preceding year, in net sales, or in total or per-share amounts of net
         income, except in all instances for changes, increases or decreases
         that the Prospectus discloses have occurred or which are set forth in
         such letter, in which case the letter shall be accompanied by an
         explanation by the Company as to the significance thereof unless said
         explanation is not deemed necessary by the Underwriters; and





                  5. they have performed certain other specified procedures as a
         result of which they determined that certain information of an
         accounting, financial or statistical nature (which is limited to
         accounting, financial or statistical information derived from the
         general accounting records of the Company) set forth or incorporated by
         reference in the Registration Statement and the Prospectus agrees with
         the accounting records of the Company, excluding any questions of legal
         interpretation.



                                        2

EX-4.2

                                                                     EXHIBIT 4.2









                               CENTEX CORPORATION

                                     Issuer

                                       and

                               JPMORGAN CHASE BANK

                       (formerly The Chase Manhattan Bank)

                                     Trustee

                           INDENTURE SUPPLEMENT NO. 12

                          Dated as of January 28, 2003

                                       to

                                    INDENTURE

                           Dated as of October 1, 1998

                    4.750% Senior Notes due January 15, 2008






                                TABLE OF CONTENTS



                                                                                                               Page
                                                                                                               ----
                                                                                                            
ARTICLE ONE  DEFINITIONS..........................................................................................1

ARTICLE TWO  TERMS AND ISSUANCE OF THE NOTES......................................................................3
         Section 2.01.     Issuance and Designation...............................................................3
         Section 2.02.     Form and Other Terms of Notes; Incorporation of Terms..................................3
         Section 2.03.     Place and Method of Payment............................................................3

ARTICLE THREE  ADDITIONAL COVENANTS...............................................................................4
         Section 3.01.     Limitation on Liens....................................................................4
         Section 3.02.     Limitation on Sale and Lease-Back Transactions.........................................6

ARTICLE FOUR  DEFEASANCE..........................................................................................6
         Section 4.01.     Option to Effect Legal Defeasance or Covenant Defeasance...............................6
         Section 4.02.     Legal Defeasance.......................................................................6
         Section 4.03.     Covenant Defeasance....................................................................7
         Section 4.04.     Conditions to Covenant Defeasance......................................................7

ARTICLE FIVE  MISCELLANEOUS.......................................................................................8
         Section 5.01.     Ratification of Indenture..............................................................8
         Section 5.02.     Redemption.............................................................................8
         Section 5.03.     Conflict with Trust Indenture Act......................................................8
         Section 5.04.     Effect of Headings.....................................................................8
         Section 5.05.     Counterparts...........................................................................8
         Section 5.06.     Severability...........................................................................8
         Section 5.07.     Benefits of Indenture Supplement.......................................................8
         Section 5.08.     Acceptance of Trusts...................................................................9
         Section 5.09.     Governing Law..........................................................................9

EXHIBIT A         -        Form of Note




                                        i


                  INDENTURE SUPPLEMENT NO. 12 ("Indenture Supplement"), dated as
of January 28, 2003, between CENTEX CORPORATION, a Nevada corporation (together
with its successors and assigns as provided in the Indenture referred to below,
the "Company"), and JPMORGAN CHASE BANK, a New York banking corporation
(formerly, The Chase Manhattan Bank, successor to Chase Bank of Texas, National
Association) (together with its successors in trust thereunder as provided in
the Indenture referred to below, the "Trustee"), as trustee under an Indenture
dated as of October 1, 1998 (the "Indenture").


                              PRELIMINARY STATEMENT

                  Section 2.02 of the Indenture provides, among other things,
that the Company may, when authorized by its Board of Directors, and the Trustee
may at any time and from time to time, enter into a series supplement to the
Indenture for the purpose of authorizing one or more Series of Senior Debt
Securities and to specify certain terms of each such Series of Senior Debt
Securities. The Board of Directors of the Company has duly authorized the
creation of a Series of Senior Debt Securities to be known as the Company's
4.750% Senior Notes due 2008 (the "Notes"), and the Company and the Trustee are
executing and delivering this Indenture Supplement in order to provide for the
issuance of the Notes.


                                   ARTICLE ONE

                                   Definitions

                  Except to the extent such terms are otherwise defined in this
Indenture Supplement or the context clearly requires otherwise, all terms used
in this Indenture Supplement which are defined in the Indenture or the form of
Note attached hereto as Exhibit A, either directly or by reference therein,
shall have the meanings assigned to them therein.

                  As used in this Indenture Supplement, the following terms
shall have the following meanings:

CONSOLIDATED NET TANGIBLE ASSETS:

                  The term "Consolidated Net Tangible Assets" shall mean the
aggregate amount of assets included on the most recent consolidated balance
sheet of the Company and its subsidiaries, less applicable reserves and other
properly deductible items and after deducting therefrom (a) all current
liabilities and (b) all goodwill, trade names, trademarks, patents, unamortized
debt discount and expense, and other like intangibles, all in accordance with
generally accepted accounting principles consistently applied.

DEPOSITARY:

                  The term "Depositary" shall mean, unless otherwise specified
by the Company, The Depository Trust Company, New York, New York, or any
successor thereto registered as a Clearing Agency under the Securities Exchange
Act of 1934, as amended, or any successor statute or regulation.





FUNDED INDEBTEDNESS:

                  The term "Funded Indebtedness" shall mean notes, bonds,
debentures or other similar evidences of indebtedness for money borrowed which
by their terms mature at or are extendible or renewable at the option of the
obligor to a date more than 12 months after the date of the creation of such
debt.

GLOBAL SECURITY:

                  The term "Global Security" shall mean a single Note that is
issued to evidence Notes having identical terms and provisions, which is
delivered to the Depositary or pursuant to instructions of the Depositary and
which shall be registered in the name of the Depositary or its nominee.

INTEREST PAYMENT DATE:

                  The term "Interest Payment Date" means the Stated Maturity of
an installment of interest on the Notes.

MATURITY DATE:

                  The term "Maturity Date," when used with respect to any Note,
shall mean the date on which the principal of such Note becomes due and payable
in accordance with its terms and the terms of this Indenture as therein or
herein provided, whether at Stated Maturity, upon declaration of acceleration,
call for redemption or otherwise.

NOTEHOLDER; HOLDER:

                  The terms "Noteholder" or "Holder" shall mean any Person in
whose name at the time a particular Note is registered in the Senior Debt
Security Register kept for that purpose in accordance with the terms hereof.

REGULAR RECORD DATE:

                  The term "Regular Record Date" for the interest payable on any
Interest Payment Date shall mean the day which is fifteen calendar days
immediately prior to such Interest Payment Date, whether or not such day is a
business day.

REDEMPTION DATE:

                  The term "Redemption Date" for a Note shall mean the date
fixed for the redemption of such Note in accordance with the provisions of this
Indenture Supplement.



                                       2


SPECIAL RECORD DATE:

                  The term "Special Record Date" for the payment of any
defaulted interest means a date which is not less than ten and not more than
fifteen calendar days immediately preceding the Interest Payment Date of
defaulted interest on such Note established by notice given by first class mail
by or on behalf of the Company to the Holder of such Note not less than fifteen
calendar days prior to such Special Record Date.

STATED MATURITY:

                  The term "Stated Maturity" means, when used with respect to
any Note or any installment of interest thereon (including defaulted interest),
the date specified in such Note as the fixed date upon which the principal of
such Note or such installment of interest is due and payable.


                                   ARTICLE TWO

                         Terms and Issuance of the Notes

                  Section 2.01. Issuance and Designation. A Series of Senior
Debt Securities which shall be designated as the Company's "4.750% Senior Notes
due 2008" shall be executed, authenticated and delivered in accordance with the
provisions of, and shall in all respects be subject to, the terms, conditions
and covenants of, the Indenture and this Indenture Supplement (including the
form of Note set forth in Exhibit A). The aggregate principal amount of the
Notes which may be authenticated and delivered under this Indenture Supplement
shall not, except as permitted by the provisions of the Indenture, exceed
$300,000,000, provided that the Company may, without the consent of the Holders
of the Notes, reopen this Series and issue additional Notes under the Indenture
and this Indenture Supplement in addition to the $300,000,000 of Notes
authorized as of the date hereof.

                  Section 2.02. Form and Other Terms of Notes; Incorporation of
Terms. The Notes shall be substantially in the form attached hereto as Exhibit
A. The terms of such Notes are herein incorporated by reference and are part of
this Indenture Supplement.

                  Section 2.03. Place and Method of Payment. The place of
payment in respect of the Notes will be at the principal office or agency of the
Company in Dallas, Texas or at the office or place of business of the Trustee or
its successor in trust under the Indenture, which, at the date hereof, is
located at Chase Global Trust, 450 W. 33rd Street, 15th Floor, New York, New
York 10001. Payments in respect of principal or premium, if any, on Notes will
be made only against surrender of such Notes at such office. Payments of
interest on each Interest Payment Date with respect to each Note will be made to
the Person in whose name such Note is registered at the close of business on the
Regular Record Date immediately preceding such Interest Payment Date by U.S.
dollar check drawn on a bank in the City of New York or, for Holders of at least
$1,000,000 of Notes, by wire transfer to a dollar account maintained by the
payee with a bank in the United States; provided that a written request from
such Holder to such effect



                                       3


designating such account is received by the Trustee or the Paying Agent no later
than 30 calendar days preceding such Interest Payment Date. Unless such
designation is revoked, any such designation made by such Holder with respect to
such Note payable to such Holder will remain in effect with respect to any
further interest payments with respect to such Note payable to such Holder. The
Company will pay any administrative costs imposed by banks in connection with
making interest payments by wire transfer.

                  So long as the Depositary continues to make its "Same-Day
Funds Settlement System" available to the Company, payments due on Notes
represented by a Global Security registered in the name of the Depositary or its
nominee will be made in immediately available funds to the Depositary or its
nominee, as the case may be, as the registered owner of the Global Security
representing such Notes. The Company expects that the Depositary or its nominee,
upon receipt of any payment, will credit immediately participants' accounts with
payments in same-day funds in amounts proportionate to their respective
beneficial interests in such payments, as shown on the records of the Depositary
or its nominee. The Company also expects that payments by participants and
indirect participants to owners of beneficial interests in such Global Security
held through such Persons will be governed by standing instructions and
customary practices, as is now the case with securities registered in the name
of nominees for such customers, and will be the responsibility of such
participants and indirect participants.


                                  ARTICLE THREE

                              Additional Covenants

                  Section 3.01. Limitation on Liens. The following provisions
shall apply to the Notes:

                  (a) The Company will not itself, and will not permit any of
         its subsidiaries (other than Centex Financial Services, Inc. and its
         subsidiaries) to, issue, assume or guarantee any indebtedness for
         borrowed money ("Indebtedness") if such borrowed money is secured by a
         mortgage, pledge, security interest, lien or other encumbrance (any
         such mortgage, pledge, security interest, lien or other encumbrance
         being hereinafter in this Section 3.01 referred to as a "Lien") on or
         with respect to any of the properties or assets of the Company or any
         such subsidiary or on any shares of capital stock or other equity
         interests of any subsidiary that owns properties or assets (other than
         Centex Financial Services, Inc. and its subsidiaries), whether, in each
         case, owned at the date of this Indenture Supplement or thereafter
         acquired, unless the Company makes effective provision whereby the
         Notes are secured by such Lien equally and ratably with any and all
         other borrowed money thereby secured; provided, however, that the
         foregoing restrictions shall not be applicable to:

                           (i) any Lien existing on any of the Company's
                  properties or assets or shares of capital stock or other
                  equity interests at the date of this Indenture Supplement;



                                       4


                           (ii) any Lien created by a subsidiary of the Company
                  in favor of the Company or any wholly-owned subsidiary;

                           (iii) any Lien on any property or asset of any
                  corporation or other entity (or on any accession or
                  improvement to such asset or any proceeds thereof) existing at
                  the time such corporation or other entity becomes a subsidiary
                  of the Company or is merged or consolidated with or into the
                  Company or any of its subsidiaries;

                           (iv) any Lien on any property or asset existing at
                  the time of acquisition thereof (or on any accession or
                  improvement to such property or asset or any proceeds thereof)
                  by the Company or any of its subsidiaries;

                           (v) any Lien on any property or asset (or on any
                  accession or improvement to such property or asset or any
                  proceeds thereof) securing Indebtedness incurred or assumed
                  for the purpose of financing all or any part of the cost of
                  acquiring such property or asset or the making of any
                  improvement thereof; provided that such Lien attaches to such
                  property or asset concurrently with or within 180 days after
                  the acquisition thereof or the making of such improvement;

                           (vi) any Lien incurred in connection with pollution
                  control, industrial revenue or any similar financing;

                           (vii) any Lien arising out of the refinancing,
                  extension, renewal or replacement of any of the Liens
                  permitted by any of clauses (i) through (vi) above; provided
                  that the principal amount of the Indebtedness secured by the
                  Lien being refinanced, extended, reviewed or replaced is not
                  increased and is not secured by any additional properties or
                  assets; and

                           (viii) any Lien imposed by law.

                  (b) Notwithstanding the provisions of subsection (a) of this
         Section 3.01, the Company or any of its subsidiaries may issue, assume
         or guarantee Indebtedness secured by a Lien which would otherwise be
         subject to the foregoing restrictions in an aggregate amount which,
         together with all other such secured borrowings of the Company and its
         subsidiaries and the Attributable Debt (as defined below) in respect of
         Sale and Lease-Back Transactions (as defined in Section 3.02) existing
         at such time (other than Sale and Lease-Back Transactions not subject
         to the limitation contained in Section 3.02), does not at the time
         exceed twenty percent (20%) of the Consolidated Net Tangible Assets of
         the Company and its subsidiaries, as shown on the audited consolidated
         balance sheet contained in the latest annual report to stockholders of
         the Company. The term "Attributable Debt" as used in this paragraph
         shall mean, as of any particular time, the present value of the
         obligation of a lessee for rental payments during the remaining term of
         any lease (including any period for which such lease has been extended
         or may, at the option of the lessor, be extended).



                                       5


                  Section 3.02. Limitation on Sale and Lease-Back Transactions.
The Company will not, nor will it permit any of its subsidiaries to, enter into
any arrangement with any Person (other than the Company) providing for the
leasing by the Company or a subsidiary of any of its properties or assets
(except for temporary leases for a term of not more than three (3) years and
except for sales and leases of model homes), which property or asset has been or
is to be sold or transferred by the Company or such subsidiary to such Person
(herein referred to as a "Sale and Lease-Back Transaction"), unless (a) the net
proceeds to the Company or such subsidiary from such sale or transfer equal or
exceed the fair value (as determined by the Board of Directors, the Chairman of
the Board, the Vice Chairman, the President or the principal financial officer
of the Company) of the property or asset so leased, (b) the Company or such
subsidiary would be entitled to incur Indebtedness secured by a Lien on the
property or asset to be leased pursuant to Section 3.01, (c) the Company shall,
and in any such case the Company covenants that it will, apply an amount equal
to the fair value (as determined by the Board of Directors, the Chairman of the
Board, the Vice Chairman, the President or the principal financial officer of
the Company) of the property or asset so leased to the retirement (other than
any mandatory retirement), within 180 days of the effective date of any such
Sale and Lease-Back Transaction, of Funded Indebtedness of the Company, (d) such
Sale and Lease-Back Transaction relates to a sale which occurred within 180 days
from the date of acquisition of such property or asset by the Company or a
subsidiary or the date of the completion of construction or commencement of full
operations on such property, whichever is later, or (e) such transaction was
consummated prior to the date of this Indenture Supplement.

                                  ARTICLE FOUR

                                   Defeasance

                  Section 4.01. Option to Effect Legal Defeasance or Covenant
Defeasance. The Company may, at any time, with respect to the Notes, elect to
have either Section 13.01 of the Indenture or Section 4.03 of this Indenture
Supplement be applied to all outstanding Notes upon compliance with the
conditions set forth in Article Thirteen of the Indenture and below in this
Article Four.

                  Section 4.02. Legal Defeasance. Upon the Company's exercise
under Section 4.01 of the option applicable to Section 13.01 of the Indenture,
the Company may terminate its obligations under the Notes, the Indenture and
this Indenture Supplement by complying with the terms and conditions of Section
13.01 of the Indenture; provided, however, that the Opinion of Counsel delivered
to the Trustee will also state that either (A) the Company has received from, or
there has been published by, the Internal Revenue Service, a ruling or (B) since
the date hereof, there has been a change in the applicable federal income tax
law, in either case to the effect that, and based thereon such Opinion of
Counsel shall confirm that, the Holders of the outstanding Notes will not
recognize income, gain or loss for federal income tax purposes as a result of
such defeasance and will be subject to federal income tax on the same amounts,
in the same manner and at the same times as would have been the case if such
defeasance had not occurred.



                                       6


                  Section 4.03. Covenant Defeasance. Upon the Company's exercise
under Section 4.01 of the option applicable to this Section 4.03, the Company
shall be released from its obligations under the covenants contained in Article
Three of this Indenture Supplement with respect to the outstanding Notes on and
after the date the conditions set forth below are satisfied ("Covenant
Defeasance"), and the Notes shall thereafter be deemed not "outstanding" for the
purposes of any direction, waiver, consent or declaration or act of Holders (and
the consequences of any thereof) in connection with such covenants, but shall
continue to be deemed "outstanding" for all other purposes hereunder (it being
understood that such Notes shall not be deemed outstanding for accounting
purposes). For this purpose, such Covenant Defeasance means that, with respect
to the outstanding Notes, the Company may omit to comply with and shall have no
liability in respect of any term, condition or limitation set forth in any such
covenant, whether directly or indirectly, by reason of any reference elsewhere
herein to any such covenant or by reason of any reference in any such covenant
to any other provision herein or in any other document and such omission to
comply shall not constitute a Default or an Event of Default, but, except as
specified above, the remainder of the Indenture and such Notes shall be
unaffected thereby. In addition, the Company's exercise under Section 4.01 of
the option applicable to this Section 4.03 shall not constitute an Event of
Default.

                  Section 4.04. Conditions to Covenant Defeasance. The following
shall be the conditions to the application of Section 4.03 to the outstanding
Notes:

                  (1) the Company shall irrevocably have deposited or caused to
         be deposited with the Trustee under the terms of an irrevocable trust
         agreement in form and substance satisfactory to the Trustee, as trust
         funds in trust solely for the benefit of the Holders of such Notes for
         that purpose, money or direct non-callable obligations of, or
         non-callable obligations guaranteed by, the United States of America
         for the payment of which guarantee or obligation the full faith and
         credit of the United States is pledged ("U.S. Government Obligations")
         maturing as to principal and interest in such amounts and at such times
         as are sufficient, as verified in a Certificate of a Firm of
         Independent Public Accountants, without consideration of any
         reinvestment of such interest, to pay principal of and interest on the
         outstanding Notes to maturity or redemption as the case may be,
         provided that the Trustee or any paying agent shall have been
         irrevocably instructed to apply such money or the proceeds of such U.S.
         Government Obligations to the payment of said principal and interest
         with respect to the Notes. The Company may make an irrevocable deposit
         pursuant to this Section 4.04 only if at such time the Company shall
         have delivered to the Trustee and any such paying agent an Officers'
         Certificate and an Opinion of Counsel, each stating that all conditions
         herein precedent to the satisfaction and discharge of this Indenture
         have been complied with and the Opinion of Counsel further states that
         the making of such deposit (i) does not contravene or violate any
         provision of any indenture, mortgage, loan agreement or other similar
         agreement known to such counsel to which the Company is a party or by
         which it or any of its property is bound, (ii) does not require
         registration by the deposit referred to above under the Investment
         Company Act of 1940, as amended, and (iii) to the effect that the
         Holders of the outstanding Notes will not recognize income, gain or
         loss for federal income tax purposes as a result of such defeasance and
         will be subject to federal income tax in the



                                       7


         same amount, in the same manner and at the same times as would have
         been the case if such defeasance had not occurred.

                  (2) Notwithstanding the foregoing paragraph, the Company's
         obligations in Sections 2.06, 2.08, 5.01, 5.02, 5.05, 6.01, 8.06, 8.10,
         13.04 and 13.05 of the Indenture shall survive until the Notes are no
         longer outstanding. Thereafter, the Company's obligations in Sections
         8.06, 13.04 and 13.05 of the Indenture shall survive.


                                  ARTICLE FIVE

                                  Miscellaneous

                  Section 5.01. Ratification of Indenture. As supplemented by
this Indenture Supplement, the Indenture is in all respects ratified and
confirmed and the Indenture as so supplemented by this Indenture Supplement
shall be read, taken and construed as one and the same instrument.

                  Section 5.02. Redemption. Notwithstanding anything contained
in the Indenture, the Company may redeem any of the Notes upon the terms and
conditions contained in the Notes directly or indirectly from or in anticipation
of money borrowed having an interest cost to the Company of less than the
interest rate applicable to the Notes.

                  Section 5.03. Conflict with Trust Indenture Act. If any
provision hereof limits, qualifies or conflicts with another provision hereof
which is required to be included in this Indenture Supplement by any of the
provisions of the Trust Indenture Act, such required provisions shall control.

                  Section 5.04. Effect of Headings. The article and section
headings herein are included for convenience only and shall not affect the
construction hereof.

                  Section 5.05. Counterparts. This Indenture Supplement may be
executed in any number of counterparts, each of which shall be an original; but
such counterparts shall together constitute but one and the same instrument.

                  Section 5.06. Severability. In case any provision of this
Indenture Supplement or in the Notes shall be found invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.

                  Section 5.07. Benefits of Indenture Supplement. Nothing in
this Indenture Supplement or in the Notes, express or implied, shall give to any
Person, other than the parties hereto and their successors hereunder and the
Holders, any benefit or any legal or equitable right, remedy or claim under this
Indenture Supplement.



                                       8


                  Section 5.08. Acceptance of Trusts. The Trustee hereby accepts
the trusts in this Indenture Supplement declared and provided, upon the terms
and conditions herein and in the Indenture set forth.

                  Section 5.09. Governing Law. This Indenture Supplement and
each Note issued hereunder shall be deemed to be a contract made under the laws
of the State of Texas, and for all purposes shall be construed in accordance
with the laws of said State.



                                       9


                  IN WITNESS WHEREOF, the Company and the Trustee have caused
this Indenture Supplement to be duly executed by their respective officers
thereunto duly authorized and their respective seals duly attested to be
hereunto affixed all as of the day and year first above written.

                                       CENTEX CORPORATION
[SEAL]


                                       By: /s/ Lawrence Angelilli
                                          --------------------------------------
                                          Name:  Lawrence Angelilli
                                          Title: Senior Vice President - Finance

Attest:

/s/ Paul Johnston
- ------------------------------------
Name: Paul Johnston
Title: Associate General Counsel and
       Assistant Secretary

                                       JPMORGAN CHASE BANK
                                       (f/k/a The Chase Manhattan Bank), as
                                       Trustee
[SEAL]

                                       By: /s/ Carol Logan
                                          --------------------------------------
                                          Name:  Carol Logan
                                          Title: Vice President
Attest:


/s/ Rebecca A. Newman
- ------------------------------------
Name:  Rebecca A. Newman
Title: Vice President and Trust Officer



                                       10


STATE OF TEXAS             )
                           )
COUNTY OF DALLAS           )


                  BEFORE ME, the undersigned authority, a Notary Public in and
for said state, on this day personally appeared Paul Johnston and Lawrence
Angelilli, known to me to be the persons and officers whose names are subscribed
to the foregoing instrument and acknowledged to me that the same was the act of
the said CENTEX CORPORATION, a Nevada corporation, and that they executed the
same as the act of said corporation for the purposes and consideration therein
expressed, and in the capacity therein stated.

                  GIVEN UNDER MY HAND AND SEAL OF OFFICE, this 28th day of
January, 2003.

                                     /s/ Candie C. Nelson
                                     -------------------------------------------
                                     Notary Public in and for the State of Texas

                                     Candie C. Nelson
                                     -------------------------------------------
                                     Printed Name of Notary Public

My commission expires:

1/18/05
- -------------------

STATE OF TEXAS             )
                           )
COUNTY OF HARRIS           )

                  BEFORE ME, the undersigned authority, a Notary Public in and
for said state, on this day personally appeared Rebecca A. Newman and Carol
Logan, known to me to be the persons and officers whose names are subscribed to
the foregoing instrument and acknowledged to me that the same was the act of the
said JPMORGAN CHASE BANK, a New York banking corporation, and that they executed
the same as the act of said New York banking corporation for the purposes and
consideration therein expressed, and in the capacity therein stated.

                  GIVEN UNDER MY HAND AND SEAL OF OFFICE, this 28th day of
January, 2003.

                                     /s/ Treva Bushnell
                                     -------------------------------------------
                                     Notary Public in and for the State of Texas

                                     Treva Bushnell
                                     -------------------------------------------
                                     Printed Name of Notary Public

My commission expires:
5/18/06
- -------------------



                                       11


                                                                       EXHIBIT A

                             [FORM OF FACE OF NOTE]


       [The following legend shall appear on the face of each global Note:


         THIS SECURITY IS A Global SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE OF A DEPOSITARY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED
IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN the
LIMITED CIRCUMSTANCES DESCRIBED IN the INDENTURE, AND NO TRANSFER OF THIS
SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITARY TO
A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY
OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED
CIRCUMSTANCES.

                  UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION, 55 WATER STREET, NEW
YORK, NEW YORK ("DTC"), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO., OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

                  UNLESS AND UNTIL THIS GLOBAL NOTE IS EXCHANGED IN WHOLE OR IN
PART FOR THE INDIVIDUAL NOTES REPRESENTED HEREBY, THIS GLOBAL NOTE MAY NOT BE
TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY
OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE
DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR
A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.]





                                                         CUSIP No.:_____________


                                                               PRINCIPAL AMOUNT:
REGISTERED NO. _____________                                $___________________

                               CENTEX CORPORATION

                           ___% SENIOR nOTES DUE 20__

                  Centex Corporation, a corporation duly organized and existing
under the laws of the State of Nevada (herein called the "Company," which term
includes any successor Person under the Indenture hereinafter referred to) for
value received, hereby promises to pay to Cede & Co., or registered assigns, the
principal sum of __________ United States Dollars on _________, 20__ and to pay
interest thereon, in such coin or currency commencing __________, 2003 and
continuing semi-annually thereafter on ______ and ______ of each year, from
__________, 2002 or from the most recent Interest Payment Date to which interest
has been paid or duly provided for, at the rate per annum provided in the title
hereof, until the principal hereof is paid or made available for payment. The
interest so payable and punctually paid or duly provided for on any Interest
Payment Date will, as provided in the Indenture, be paid to the Person in whose
name this Note (or one or more predecessor Notes) is registered at the close of
business on the Regular Record Date which shall be ________ or ________ (whether
or not a business day), as the case may be, next preceding such Interest Payment
Date; provided, however, that interest payable on the Maturity Date or, if
applicable, upon redemption, shall be payable to the Person to whom principal
shall be payable. Except as otherwise provided in the Indenture, any such
interest not so punctually paid or duly provided for will forthwith cease to be
payable to the Holder on such Regular Record Date and shall be paid on the date
fixed therefor by the Company to the Person in whose name this Note is
registered at the close of business on a Special Record Date for the payment of
such defaulted interest to be fixed by the Company, notice whereof shall be
given to Noteholders not less than fifteen calendar days prior to such Special
Record Date.

                  The Indenture and the Notes shall be governed by, and
construed in accordance with, the laws of the State of Texas.

                  REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS
NOTE SET FORTH IN FULL ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR
ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH IN FULL AT THIS PLACE.

                  Unless the certificate of authentication hereon has been
executed by the Trustee referred to on the reverse hereof, directly or through a
duly appointed and authorized authenticating agent, by manual or facsimile
signature of an authorized signatory, this Note shall not be entitled to any
benefit under the Indenture or be valid or obligatory for any purpose.



                                      A-2


                  IN WITNESS WHEREOF, the Company has caused this instrument to
be duly executed.

                                       CENTEX CORPORATION
[SEAL]


                                       By:
                                          ---------------------------
                                          Name:
                                          Title:
ATTEST:

- -----------------------------
Name:
Title:


TRUSTEE'S CERTIFICATE
   OF AUTHENTICATION

This is one of the Senior Debt Securities referred to in the within-mentioned
Indenture.



JPMORGAN CHASE BANK
(f/k/a The Chase Manhattan Bank), as Trustee


By:
   --------------------------
   Authorized Signatory



                                      A-3


                            [FORM OF REVERSE OF NOTE]

                  This Note is one of a duly authorized issue of Senior Debt
Securities of the Company designated as its ___% Senior Notes due 20__ (herein
called the "Notes"), issued and to be issued in one or more Series under an
Indenture dated as of October 1, 1998 (herein called the "Indenture") between
the Company and JPMorgan Chase Bank (f/k/a The Chase Manhattan Bank), as Trustee
(herein called the "Trustee," which term includes any successor Trustee under
the Indenture), to which Indenture and all indentures supplemental thereto
(including the Indenture Supplement dated as of _______ ___, 2003 which
authorizes the Notes) reference is hereby made for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of the Company,
the Trustee and the Holders of the Notes, and of the terms upon which the Notes
are, and are to be, authenticated and delivered.

                  All terms used in this Note which are defined in the Indenture
or in any indenture supplemental thereto but are not defined in this Note shall
have the meanings assigned to them in the Indenture or in any indenture
supplemental thereto.

                  The indebtedness evidenced by the Notes is, to the extent and
in the manner provided in the Indenture and the Indenture Supplement, senior in
right of payment to certain indebtedness of the Company.

                  Interest on this Note will be payable on the Interest Payment
Date or Interest Payment Dates as specified on the face hereof and, in either
case, on the Maturity Date. Unless otherwise specified on the face hereof,
payments on this Note with respect to any particular Interest Payment Date or
the Maturity Date will include interest accrued from and including
______________, 2003, or from and including the most recent Interest Payment
Date to which interest has been paid or duly provided for, to but excluding the
particular Interest Payment Date or the Maturity Date. Interest on this Note
will be computed and paid on the basis of a 360-day year of twelve 30-day
months.

                  If an Interest Payment Date or the Maturity Date for this Note
falls on a day that is not a business day, payment of principal, premium, if
any, and interest to be made on such day with respect to this Note will be made
on the next succeeding day that is a business day with the same force and effect
as if made on the due date, and no additional interest will be payable on the
date of payment for the period from and after the due date as a result of such
delayed payment.

                  The Notes will be redeemable, in whole or in part, from time
to time at the option of the Company, on any date (a "Redemption Date") at a
redemption price equal to the greater of (a) 100% of the principal amount of the
Notes to be redeemed and (b) the sum of the present values of the Remaining
Scheduled Payments (as hereinafter defined) of principal and interest thereon
(exclusive of interest accrued to such Redemption Date) discounted to such
Redemption Date on a semiannual basis (assuming a 360-day year consisting of
twelve 30-day months) at the Treasury Rate (as hereinafter defined) plus ___
basis points, plus accrued and unpaid interest on the principal amount being
redeemed to such Redemption Date; provided, however, that installments of
interest on the Notes that are due and payable on an Interest Payment Date
falling on or prior to the relevant Redemption Date shall be payable to the
Holders of such Notes,



                                      A-4


registered as such at the close of business on the relevant Regular Record Date
or Special Record Date, as the case may be, according to their terms and the
provisions of the Indenture.

                  "Comparable Treasury Issue" means the United States Treasury
security selected by the Independent Investment Banker (as hereinafter defined)
as having a maturity comparable to the remaining term of the Notes to be
redeemed that would be utilized, at the time of selection and in accordance with
customary financial practice, in pricing new issues of corporate debt securities
of comparable maturity to the remaining term of the Notes.

                  "Comparable Treasury Price" means, with respect to any
Redemption Date, (1) the average of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal amount)
on the third business day preceding such Redemption Date, as set forth in the
daily statistical release (or any successor release) published by the Federal
Reserve Bank of New York and designated "Composite 3:30 p.m. Quotations for U.S.
Government Securities" or (2) if such release (or any successor release) is not
published or does not contain such prices on such business day, (A) the average
of the Reference Treasury Dealer Quotations (as hereinafter defined) for such
Redemption Date, after excluding the highest and lowest such Reference Treasury
Dealer Quotations, or (B) if the Trustee obtains fewer than four such Reference
Treasury Dealer Quotations, the average of all such Quotations.

                  "Independent Investment Banker" means Salomon Smith Barney
Inc.

                  "Reference Treasury Dealer" means Salomon Smith Barney Inc.
and its successors and, at the option of the Company, other primary U.S.
government securities dealers in New York City selected by the Company.

                  "Reference Treasury Dealer Quotations" means, with respect to
the Reference Treasury Dealer and any Redemption Date, the average, as
determined by the Trustee, of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal amount)
quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m.,
New York City time, on the third business day preceding such Redemption Date.

                  "Remaining Scheduled Payments" means, with respect to any
Note, the remaining scheduled payments of the principal thereof to be redeemed
and interest thereon that would be due after the related Redemption Date but for
such redemption; provided, however, that, if such Redemption Date is not an
Interest Payment Date with respect to such Note, the amount of the next
succeeding scheduled interest payment thereon will be reduced by the amount of
interest accrued thereon to such Redemption Date.

                  "Treasury Rate" means, with respect to any Redemption Date for
the Notes, the rate per annum equal to the semi-annual equivalent yield to
maturity of the Comparable Treasury Issue, calculated using a price for the
Comparable Treasury Issue (expressed as a percentage of its principal amount)
equal to the Comparable Treasury Price for such Redemption Date.

                  Notice of any redemption by the Company will be mailed at
least 30 days but not more than 60 days before any Redemption Date to each
Holder of Notes to be redeemed. If less than all the Notes are to be redeemed at
the option of the Company, the Trustee shall select the Notes to be redeemed in
whole or in part by random lot.



                                      A-5


                  This Note is not subject to a sinking fund. Holders of Notes
will not be permitted to require the Company to redeem or repurchase the Notes
at their option.

                  In case an Event of Default shall have occurred and be
continuing with respect to the Notes, the principal hereof may be declared, and
upon such declaration shall become, due and payable, in the manner, with the
effect and subject to the conditions provided in the Indenture. The Indenture
provides that in certain events such declaration and its consequences may be
waived by the Holders of a majority in aggregate principal amount of the Notes
then outstanding. An Event of Default with respect to the Senior Debt Security
of any other Series issued under the Indenture, including the failure to make
any payment of principal or interest with respect thereto when and as due, will
not necessarily be an Event of Default with respect to the Notes.

                  The Indenture, as supplemented by the Indenture Supplement
relating to the Notes, contains provisions permitting the Company and the
Trustee, with the consent of the Holders of not less than a majority in
aggregate principal amount of the Notes at the time outstanding, evidenced as in
the Indenture provided, to execute supplemental indentures adding any provisions
to or changing in any manner or eliminating any of the provisions of the
Indenture or of any supplemental indenture or modifying in any manner the rights
of the Holders of the Notes; provided, however, that no such supplemental
indenture shall (i) extend the fixed maturity of any Notes, or reduce the
principal amount thereof, or reduce the rate or extend the time of payment of
interest thereon, or reduce any premium payable on the redemption thereof,
without the consent of the Holder of each Note so affected, or (ii) reduce the
aforesaid percentage of Notes, the consent of the Holders of which is required
for any such supplemental indenture, without the consent of the Holders of all
Notes then outstanding. The Indenture also provides that the Holders of a
majority in aggregate principal amount of the Notes at the time outstanding may
on behalf of the Holders of all the Notes waive any past default under the
Indenture and its consequences, except a default in the payment of the principal
of or premium, if any, or interest on any of the Notes. Any such consent or
waiver by the Holder of this Note (unless revoked as provided in the Indenture)
shall be conclusive and binding upon such Holder and upon all future Holders and
owners of this Note and of any Note issued in exchange or substitution herefor,
whether or not any notation of such consent or waiver is made upon this Note.

                  As set forth in, and subject to, the provisions of the
Indenture, no Holder of any Note will have any right to institute any proceeding
with respect to the Indenture or for any remedy thereunder, unless such Holder
shall have previously given to the Trustee written notice of default in respect
of the Notes and of the continuance thereof, and unless the Holders of not less
than 25 percent in aggregate principal amount of the Notes then outstanding
shall have made written request upon the Trustee to institute such action or
proceedings in its own name as Trustee hereunder and shall have furnished to the
Trustee such reasonable indemnity as it may require, and the Trustee shall have
failed to institute such proceeding within 60 calendar days; provided, however,
that such limitations do not apply to a suit instituted by the Holder hereof for
the enforcement of payment of the principal of and any premium or interest on
this Note on or after the respective due dates expressed herein.



                                      A-6


                  As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Note is registrable in the
Senior Debt Security Register upon surrender of this Note for registration of
transfer at the office or agency maintained by the Company for such purpose,
duly endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Senior Debt Security Registrar duly executed
by the Holder hereof or his attorney duly authorized in writing, and thereupon
one or more new Notes, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.

                  The Notes are issued only in registered form without coupons
in denominations of $1,000 and any integral multiple thereof. A Holder may
transfer or exchange Notes in accordance with the Indenture.

                  No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.

                  No reference herein to the Indenture and no provision of this
Note or of the Indenture shall alter or impair the obligation of the Company,
which is absolute and unconditional, to pay the principal of, premium, if any,
and interest on this Note at the times, places and rates, and in the coin or
currency, herein prescribed.

                  The Indenture, as supplemented by the Indenture Supplement
relating to the Notes, contains provisions for legal defeasance at any time of
the entire indebtedness of this Note or defeasance of certain restrictive
covenants with respect to this Note, in each case upon compliance by the Company
with certain conditions set forth therein.

                  The Company, the Trustee, any paying agent and any Senior Debt
Security Registrar for the Notes may deem and treat the Holder hereof as the
absolute owner of this Note (whether or not this Note shall be overdue and
notwithstanding any notation of ownership or other writing hereon made by anyone
other than the Company or any such Senior Debt Security Registrar), for the
purpose of receiving payment hereof or on account hereof and for all other
purposes, and neither the Company nor the Trustee nor any paying agent nor any
such Senior Debt Security Registrar shall be affected by any notice to the
contrary.

                  No recourse shall be had for the payment of the principal of,
or premium, if any, or interest on, this Note, or for any claim based hereon or
otherwise in respect hereof, or based on or in respect of the Indenture or any
indenture supplemental thereto, against any incorporator, stockholder, officer
or director, as such, past, present or future, of the Company or of any
successor corporation, whether by virtue of any constitution, statute or rule of
law, or by the enforcement of any assessment or penalty or otherwise, all such
liability being, by the acceptance hereof and as part of the consideration for
the issue hereof, expressly waived and released.



                                      A-7


                                 ABBREVIATIONS

                  The following abbreviations, when used in the inscription of
the face of this instrument, shall be construed as though they were written out
in full according to applicable laws or regulations:

                  TEN COM           =        as tenants in common
                  TEN ENT           =        as tenants by the entireties
                  JT TEN            =        as joint tenants with right of
                                             survivorship and not as tenants in
                                             common
                  UNIF GIFT MIN ACT =        under Uniform Gifts to Minors Act
                                             (Cust)                   (Minor)
                                             State

                  Additional abbreviations may also be used though not in the
above list.


                                   ----------

                  FOR VALUE RECEIVED the undersigned hereby sell(s) assign(s)
and transfer(s) unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE

- ---------------------------------------

- ---------------------------------------


Please print or typewrite name and address including postal zip code of assignee

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
the within Note and all rights thereunder, hereby irrevocably constituting and
appointing ________________________________________ attorney to transfer said
note on the books of the Company, with full power of substitution in the
premises.

Dated:
      ----------------------------          ------------------------------------

                                            NOTICE: The signature(s) to this
                                            assignment must correspond with the
                                            name(s) as written upon the face of
                                            the within instrument in every
                                            particular, without alteration or
                                            enlargement or any change whatever.
                                            The signature(s) must be guaranteed
                                            by an "eligible guarantor
                                            institution" that is a member or
                                            participant in the Securities
                                            Transfer Agents Medallion Program,
                                            the Stock Exchange Medallion Program
                                            or the New York Stock Exchange, Inc.
                                            Medallion Program.



                                      A-8

EX-5.1

                                                                     EXHIBIT 5.1


                         [CENTEX CORPORATION LETTERHEAD]








                                January 28, 2003


Centex Corporation
2728 North Harwood
Dallas, Texas 75201

Ladies and Gentlemen:

         I am Executive Vice President, Chief Legal Officer and Secretary of
Centex Corporation, a Nevada corporation (the "Company"), and have acted as
counsel for the Company in connection with the issuance and sale of $300,000,000
aggregate principal amount of 4.75% Senior Notes due 2008 of the Company (the
"Notes"). The Notes are part of a series of the Company's senior debt securities
registered on a Registration Statement on Form S-3 (Commission File No.
333-83212) filed by the Company, 3333 Holding Corporation, Centex Development
Company, L.P., Centex Trust I and Centex Trust II with the Securities and
Exchange Commission under the Securities Act of 1933, as amended. The Notes will
be issued under an Indenture, dated as of October 1, 1998 (the "Original
Indenture), between the Company and JPMorgan Chase Bank (formerly The Chase
Manhattan Bank), as Trustee (the "Trustee"), as amended and supplemented by
Indenture Supplement No. 12 dated as of January 28, 2003 (the "Supplemental
Indenture" and, together with the Original Indenture, the "Indenture"), between
the Company and the Trustee.

         In furnishing this opinion, I or members of my staff have examined and
relied upon copies of the Restated Articles of Incorporation and By-laws of the
Company, as amended to date, the Original Indenture and the Supplemental
Indenture, corporate records of the Company, including minute books of the
Company, certificates of public officials and of representatives of the Company,
statutes and other instruments and documents as I have deemed necessary or
appropriate to form a basis for the opinions hereinafter expressed.

         In connection with this opinion, I have assumed the genuineness of all
signatures on all documents examined by me and the authenticity of all documents
submitted to me as originals and the conformity to the originals of all
documents submitted to me as copies.





January 28, 2003
Page Two


         On the basis of the foregoing, and subject to the assumptions,
limitations and qualifications set forth herein, I am of the opinion that:

         1. The Company is a corporation duly incorporated and validly existing
in good standing under the laws of the State of Nevada.

         2. The Notes have been duly authorized by the Company and, when
authenticated by the Trustee and delivered in accordance with the terms of the
Indenture against payment therefor as provided in the Underwriting Agreement,
dated as of January 23, 2003, between the Company and Salomon Smith Barney Inc.,
Banc of America Securities LLC, Credit Suisse First Boston LLC, J.P. Morgan
Securities Inc., Banc One Capital Markets, Inc. and Credit Lyonnais Securities
(USA) Inc., will be legally valid and binding obligations of the Company,
enforceable against the Company in accordance with their terms, except as the
enforceability thereof is subject to the effect of (i) bankruptcy, insolvency,
reorganization, moratorium, fraudulent conveyance or other laws relating to or
affecting creditors' rights generally and (ii) general principles of equity
(regardless of whether such enforceability is considered in a proceeding in
equity or at law).

         The opinions set forth above are limited to the laws of the State of
Texas, the State of Nevada and the United States of America. At your request,
this opinion is being furnished to you for filing as Exhibit 5.1 to the
Company's Current Report on Form 8-K.

                                       Very truly yours,

                                       /s/ Raymond G. Smerge

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