10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended March 31, 2005

Commission File No. 1-6776

CENTEX CORPORATION
(Exact name of registrant as specified in its charter)

Nevada
(State of incorporation)
75-0778259
(I.R.S. Employer Identification No.)

2728 N. Harwood, Dallas, Texas 75201
(Address of principal executive office, including zip code)
(214) 981-5000
(Registrant’s telephone number)

Securities registered pursuant to Section 12(b) of the Act:

	Name of each
	exchange on which
Title of each class	registered
Common Stock	New York Stock Exchange
($.25 par value)

Securities registered pursuant to Section 12(g) of the Act: None

     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes  ü    No      .

     Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.   [ü] 

     Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).  Yes  ü  No      .

     On September 30, 2004 (the last business day of the registrant’s most recently completed second fiscal quarter), the aggregate market value of the Centex Corporation common stock held by non-affiliates of the registrant was $6.26 billion based upon the last sale price reported for such date on the New York Stock Exchange. Solely for purposes of determining this amount, Centex Corporation will treat as an affiliate (i) any director or executive officer of Centex Corporation or (ii) any person who beneficially owns more than 10% of the outstanding common stock of Centex Corporation as reflected in a Schedule 13D filed with the Securities and Exchange Commission, unless such person indicates in such filing that it holds such shares solely for investment and not with a view to exercising control over the business or affairs of Centex Corporation. As of May 19, 2005, 127,925,707 shares of the registrant’s common stock were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the following documents are incorporated by reference in Part III of this Report:

(a) Proxy statement for the annual meeting of stockholders of Centex Corporation to be held on July 14, 2005.

FORM 10-K

TABLE OF CONTENTS

PART I
ITEM 1.	Business	3
ITEM 2.	Properties	19
ITEM 3.	Legal Proceedings	20
ITEM 4.	Submission of Matters to a Vote of Security Holders	20
PART II
ITEM 5.	Market for Registrant’s Common Equity and Related Stockholder Matters	22
ITEM 6.	Selected Financial Data	23
ITEM 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24
ITEM 7A.	Quantitative and Qualitative Disclosures About Market Risk	52
ITEM 8.	Financial Statements and Supplementary Data	56
ITEM 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	100
ITEM 9A.	Controls and Procedures	100
ITEM 9B.	Other Information	100
PART III
ITEM 10.	Directors and Executive Officers of the Registrant	101
ITEM 11.	Executive Compensation	101
ITEM 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	101
ITEM 13.	Certain Relationships and Related Transactions	101
ITEM 14.	Principal Accountant Fees and Services	101
PART IV
ITEM 15.	Exhibits and Financial Statement Schedules	102
SIGNATURES		108
INDEX TO EXHIBITS
Amended/Restated 1987 Stock Option Plan
8th Amended/Restated 1998 Employee Non-Qualified Stock Option Plan
Form of Stock Option Agreement for 1998 Stock Option Plan
Amended/Restated 2001 Stock Plan
Amended/Restated 2003 Equity Incentive Plan
Amendment No.1 to Executive Deferred Compensation Plan
Form of Deferred Compensation Agreement For Executive Deferred Compensation Plan
Comprehensive Medical Plan
Ratio of Earnings to Fixed Charges
List of Subsidiaries
Consent of Independent Registered Public Accounting Firm
Powers of Attorney
Certification of CEO Pursuant to Rule 13a-14(a)
Certification of CFO Pursuant to Rule 13a-14(a)
Certification of CEO Pursuant to Section 906
Certification of CFO Pursuant to Section 906

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PART I

ITEM 1. BUSINESS

General Development of Business

     Centex Corporation is a Nevada corporation. Our common stock, par value $.25 per share, began trading publicly in 1969. Our common stock is traded on the New York Stock Exchange, or the NYSE. As of May 19, 2005, 127,925,707 shares of our common stock were outstanding. Any reference herein to we, us, our or the Company includes Centex Corporation and its subsidiary companies.

     Since our founding in 1950 as a Dallas, Texas-based residential construction company, we have evolved into a company whose principal operations are focused on residential and commercial construction and related activities, including mortgage financing. As of March 31, 2005, our subsidiary companies operated in three principal business segments: Home Building, Financial Services and Construction Services. We provide a brief overview of each segment below, with a more detailed discussion of each segment later in this section.

     Home Building’s domestic operations currently involve the purchase and development of land or lots and the construction and sale of detached and attached single-family homes (including resort and second home properties and lots) and land or lots. We have participated in the conventional homebuilding business since 1950. We believe that the Company currently ranks as the 4^th largest homebuilder in the United States, based upon publicly reported homebuilding revenues for the most recent twelve-month period for which financial information is available. Our international homebuilding operations currently involve the purchase and development of land or lots and the construction and sale of a range of products from small single-family units to executive houses and apartments in the United Kingdom.

     Financial Services’ operations consist primarily of home financing, sub-prime home equity lending and the sale of title insurance and other various insurance coverages. These activities include mortgage origination, servicing, and other related services for homes sold by the Company’s subsidiaries and others. We have been in the mortgage lending business since 1973.

     Construction Services’ operations involve the construction of buildings for both private and government interests, including educational institutions, hospitals, multi-unit residential, correctional institutions, airport facilities, office buildings, hotels and resorts and sports facilities. We entered the Construction Services business in 1966 by acquiring a Dallas-based contractor that had been in business since 1936. We also acquired significant construction companies in 1978, 1982, 1987 and 1990.

     Prior to February 2004, our common stock traded in tandem with certain equity securities of 3333 Holding Corporation, or Holding, and Centex Development Company, L.P., or the Partnership, which were separate entities not consolidated in our financial statements. In February 2004, we completed a series of transactions through which we acquired Holding and the Partnership. These transactions terminated the tandem trading relationship between our common stock and the securities of these entities.

Financial Information about Industry Segments

     Note (K), “Business Segments,” of the Notes to Consolidated Financial Statements of this Report contains additional information about our business segments and information on revenues received from external customers located in the United States and the United Kingdom for fiscal 2005, 2004 and 2003.

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Narrative Description of Business

HOME BUILDING

Domestic

     Our conventional homebuilding subsidiary, Centex Homes, purchases and develops land or lots and constructs and sells detached and attached single-family homes (including resort and second home properties and lots) and land or lots. Centex Homes is the only company to rank among the nation’s top 10 homebuilders for each of the past 35 years according to Professional Builder magazine. Home Building sells to both first-time and move-up buyers, as well as active adult and second home buyers. In fiscal 2005, 79% of the homes closed were single-family detached homes, which includes homes from our resort and second home and on-your-lot operations.

Markets

     Home Building follows a strategy of reducing exposure to local market volatility by diversifying operations across geographically and economically diverse markets. As of March 31, 2005, Home Building was building in 92 market areas, including Washington, D.C., and in 26 states. Each market is listed below by geographic areas.

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Region	States	Markets	States and Markets (continued)
Mid-Atlantic	Maryland	Bethesda/Frederick/Gaithersburg	Pennsylvania	Johnstown
		Washington, D.C./Arlington/Alexandria		Pittsburgh
	New Jersey	Edison	South Carolina	Charleston/N. Charleston
		Newark/Union		Myrtle Beach/Conway/N. Myrtle Beach
		Trenton/Ewing	Virginia	Charlottesville
	North Carolina	Charlotte/Gastonia/Concord		Richmond
		Durham		Virginia Beach/Norfolk/Newport News
		Greensboro/High Point
		Raleigh/Cary
		Wilmington
		Winston-Salem
Southeast	Florida	Cape Coral/Ft. Myers	Georgia	Atlanta/Sandy Springs/Marietta
		Ft. Lauderdale/Pompano    Beach/Deerfield Beach	South Carolina	Columbia Greenville
		Jacksonville	Tennessee	Nashville/Davidson/Murfreesboro
		Lakeland
		Naples/Marco Island
		Orlando
		Port St. Lucie/Ft. Pierce
		Punta Gorda
		Sarasota/Bradenton/Venice
		Tampa/St. Petersburg/Clearwater
		West Palm Beach/Boca Raton/Boynton     Beach
Midwest	Colorado	Boulder	Missouri	St. Louis
		Denver/Aurora	Ohio	Akron
		Ft. Collins/Loveland		Canton/Massillon
		Greeley		Cincinnati/Middletown
	Indiana	Indianapolis		Cleveland/Elyria/Mentor
		Ft. Wayne		Columbus
	Illinois	Chicago/Naperville/Joliet		Dayton
		Lake County/Kenosha County		Mansfield
	Kentucky	Louisville		Monroe
	Michigan	Ann Arbor		Sandusky
		Detroit/Livonia/Dearborn		Springfield
		Flint		Toledo
		Warren/Farmington Hills/Troy		Youngstown/Warren/Boardman
	Minnesota	Minneapolis/St. Paul/Bloomington	Utah	Salt Lake City
		Rochester
Southwest	Arizona	Phoenix/Mesa	Texas	Austin/Round Rock
		Prescott		Dallas/Plano/Irving
	Nevada	Las Vegas/Paradise		Ft. Worth/Arlington
	New Mexico	Albuquerque		Houston/Baytown/Sugar Land
		Santa Fe		Killeen/Temple/Ft. Hood San Antonio
West Coast	California	Bakersfield	Hawaii	Honolulu
		Fresno	Nevada	Reno/Sparks
		Hanford/Corcoran	Oregon	Portland/Vancouver/Beaverton
		Los Angeles/Long Beach/Glendale	Washington	Seattle/Bellevue/Everett
		Oakland/Fremont/Hayward		Tacoma
		Oxnard/Thousand Oaks/Ventura
		Riverside/San Bernardino/Ontario
		Sacramento/Arden/Arcade/Roseville
		San Diego/Carlsbad/San Marcos
		San Francisco/San Mateo/Redwood City
		San Jose/Sunnyvale/Santa Clara
		San Luis Obispo/Paso Robles
		Santa Ana/Anaheim/Irvine
		Visalia/Porterville

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     In fiscal 2005, Home Building closed 33,387 homes, including first-time, move-up and, in some markets, custom homes, generally ranging in price from $68.4 thousand to $1.6 million. The average sales price in fiscal 2005 was $269,780.

     Our practice has been to acquire land, build homes on the land and sell the homes within 24 to 36 months from the date of land acquisition. Generally, this involves acquiring land that is properly zoned and is either ready for development or, to some degree, already developed. We control a substantial amount of our land, including lots and land to be developed into lots, through option agreements that we can exercise over specified time periods or, in certain cases, as the land or lots are needed. At March 31, 2005, Home Building owned approximately 96,945 lots and had options to purchase approximately 168,350 lots. In addition, Home Building enters into joint ventures with other builders and developers for land acquisition, development and other activities. For additional discussion of our participation in joint ventures and lot option agreements, see Notes (H), “Commitments and Contingencies,” and (I), “Land Held Under Option Agreements Not Owned and Other Land Deposits,” of the Notes to Consolidated Financial Statements of this Report.

     Our growth strategy for Home Building has been focused primarily on organic growth opportunities through land acquisition and development in existing business units and markets. To a lesser extent, we have also grown the business through the acquisition of other homebuilding companies. Over the last five fiscal years, we have acquired the homebuilding operations of the following companies:

Company	Date Acquired	Description
Real Homes	September 1999	Single-family homes for the first-time and move-up buyer in the Las Vegas, Nevada area.
Selective Group	March 2001	Single-family homes for the first-time and move-up buyer in the Detroit, Michigan area.
CityHomes	March 2001	Urban townhomes and condominiums in the Dallas, Texas area.
Jones Company	January 2003	Single-family homes for the first-time and move-up buyer in the St. Louis, Missouri and Indianapolis, Indiana areas.

     In addition, in July 1999, we acquired land and other operating assets for the construction of single-family homes, townhomes and duplexes from Sundance Homes, a suburban Chicago homebuilder. Sundance Homes retained its name and continues to operate in other markets in which we do not compete.

     Home Building sells its homes under a variety of brand names including several of the acquired company names listed above. Fox & Jacobs, one of our brand names, primarily markets to first-time buyers. Centex Homes primarily markets its homes to both first-time and move-up buyers. Wayne Homes markets primarily to rural lot owners for construction of a home on their lot. Centex Destination Properties markets to second home/resort home buyers.

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     The table below summarizes by geographic area Home Building’s domestic home closings, sales (orders) backlog and sales (orders) for the five most recent fiscal years.

Closings (in units):

	For the Years Ended March 31,
	2005		2004		2003		2002		2001
Mid-Atlantic		5,823		5,201		4,501		3,877		3,395
Southeast		5,879		5,568		4,851		4,440		4,137
Midwest		6,712		5,801		4,695		3,688		3,296
Southwest		9,158		8,708		8,157		6,910		5,661
West Coast		5,815		5,080		4,223		4,045		4,170
		33,387		30,358		26,427		22,960		20,659
Average Sales Price (in 000’s)	$	270	$	242	$	220	$	214	$	206

Sales (Orders) Backlog, at the end of the period (in units):

	As of March 31,
	2005		2004		2003		2002		2001
Mid-Atlantic		3,461		2,801		2,148		1,503		1,365
Southeast		5,006		3,707		2,713		2,315		1,936
Midwest		3,273		3,392		2,920		2,093		2,037
Southwest		3,688		2,869		2,258		2,361		2,546
West Coast		3,161		2,645		2,011		1,099		1,381
		18,589		15,414		12,050		9,371		9,265

     We define backlog units as units that have been sold, as evidenced by a signed contract, but not closed. Substantially all of the orders in sales backlog as of March 31, 2005 are expected to close during fiscal year 2006.

Sales (Orders) (in units):

	For the Years Ended March 31,
	2005		2004		2003		2002		2001
Mid-Atlantic		6,483		5,854		5,146		3,936		3,550
Southeast		7,178		6,562		5,249		4,819		4,182
Midwest		6,593		6,273		5,087		3,744		3,572
Southwest		9,977		9,319		8,054		6,725		6,325
West Coast		6,331		5,714		5,132		3,763		4,562
		36,562		33,722		28,668		22,987		22,191

Competition and Other Factors

     The conventional homebuilding industry is essentially a “local” business and is highly competitive. The top 10 builders in calendar year 2004 accounted for approximately 22% of the total for-sale attached and detached new homes sold in the United States. We compete in each of Home Building’s domestic market areas with numerous other homebuilders, including national, regional and local builders. Home Building’s top six domestic competitors based on revenues for their most recent fiscal year-end are as follows (listed alphabetically): Beazer Homes USA, Inc., D. R. Horton, Inc., KB Homes, Lennar Corporation, Pulte Homes, Inc. and The Ryland Group, Inc. Home Building’s domestic operations accounted for an estimated 3% of new

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homes sold in the United States for the twelve months ended March 31, 2005. Home Building’s domestic operations calculate its market share by dividing its new home sales by the total single family new home sales as reported by the census bureau. The main competitive factors affecting Home Building’s domestic operations are location/market, sales price, availability of mortgage financing for customers, construction costs, design and quality of homes, customer service, marketing expertise, availability of land, price of land and reputation. We believe that Home Building competes effectively by building a high quality home, maintaining geographic diversity, responding to the specific demands of each market and managing the operations at a local level.

     We conduct targeted market research to identify what features, amenities and options will be attractive to prospective customers and whether we can satisfy their preferences profitably. Customer preferences can vary across geographical regions and even within them, and can change over time in response to changes in personal taste (such as the interest in some markets for housing with high energy efficiency or for housing located near public transportation) and to changes in economic conditions, like interest rates, which can lead customers to accept smaller or attached housing despite a preference for larger or detached housing. We also use market research techniques to quantify housing supply and demand in a particular market and use this information to guide our strategy for meeting customer demand in the market. We believe that our use of market research allows us to respond quickly and efficiently to the economic reality of a market and to our prospective customers’ preferences, tastes and financial capabilities.

     The results of Home Building’s operations may be adversely affected by increases in interest rates. Any significant increase in mortgage interest rates above current prevailing levels could affect demand for housing, at least in the short term, and could reduce the ability or willingness of prospective homebuyers to finance home purchases. Although we expect that we would make adjustments in our operations in an effort to mitigate the effects of any increase in interest rates, there can be no assurances that these efforts would be successful.

     The homebuilding industry is affected by changes in national and local economic conditions, job growth, long-term and short-term interest rates, consumer confidence, governmental policies, zoning restrictions and, to a lesser extent, changes in property taxes, energy costs, federal income tax laws, federal mortgage financing programs and various demographic factors. The political and economic environments affect both the demand for housing constructed and the subsequent cost of financing. Unexpected weather conditions, such as unusually heavy or prolonged rain or snow, or hurricanes, may affect operations in certain areas.

     The homebuilding industry is subject to extensive regulations. Home Building and its subcontractors must comply with various federal, state and local laws and regulations, including worker health and safety, zoning, building standards, erosion and storm water pollution control, advertising, consumer credit rules and regulations and the extensive and changing federal, state and local laws, regulations and ordinances governing the protection of the environment, including the protection of endangered species and waters of the United States. Home Building is also subject to other rules and regulations in connection with its manufacturing and sales activities, including requirements as to incorporated building materials and building designs. All of these regulatory requirements are applicable to all homebuilding companies, and, to date, compliance with these requirements has not had a material impact on Home Building. We believe that Home Building is in material compliance with these requirements.

     We purchase materials, services and land from numerous sources, and during the past twelve months, have been able to deal effectively with the challenges we have experienced relating to the supply or availability of materials, services and land. The principal raw materials required for home construction include concrete and wood products. In addition, we use a variety of other building materials, including roofing, gypsum insulation, plumbing, and electrical components in the homebuilding process. While raw material prices may fluctuate, due to various factors, including demand or supply shortages, we do have a number of fixed-price contracts with subcontractors and material suppliers which help offset commodity price increases. We also attempt to maintain efficient operations by utilizing standardized materials available from a variety of sources. Our vendor purchase agreements also allow us to leverage our volume through quantity purchase discounts for

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the purchasing of a number of product categories. In the past, building materials have been generally available to us in adequate supply. We use many subcontractors in our various markets and are not dependent on any single subcontractor.

International

     Our international homebuilding operations currently involve the purchase and development of land or lots and the construction and sale of a range of products from small single-family units to executive houses and apartments in the United Kingdom. International homebuilding currently has 48 developments located throughout England. In fiscal 2005, our international homebuilding operations delivered 1,563 units, with prices generally ranging from $81.8 thousand to $1.8 million. The average sales price was approximately $314,797. As of March 31, 2005, our international homebuilding operations had 533 units in sales backlog. Substantially all of the orders in sales backlog as of March 31, 2005 are expected to close during fiscal 2006. Home Building’s international operations currently account for 1% of the new homes market in the United Kingdom, based on the most recent estimate of the office of the Deputy Prime Minister.

FINANCIAL SERVICES

     Our Financial Services’ operations consist primarily of home financing, sub-prime home equity lending and the sale of title insurance and other various insurance coverages, including property and casualty. These activities include mortgage origination, servicing, and other related services for purchasers of homes sold by the Company’s subsidiaries and others.

Prime Mortgage Lending

     We established the predecessor of CTX Mortgage Company, LLC and its related companies to provide mortgage financing for homes built by Home Building. By opening CTX Mortgage Company, LLC offices in Home Building’s housing markets, we have been able to provide mortgage financing for an average of 71% of Home Building’s non-cash unit sales over the past five years and for 73% of them in fiscal 2005. In 1985, we expanded CTX Mortgage Company, LLC’s operations to include the origination of mortgage loans that are not associated with the sale of homes built by Home Building. We refer to mortgage financing for homes built by Home Building as Builder loans and to mortgage financing for homes built by others, loans for resale homes and loans for refinance of existing mortgages as Retail loans.

     At March 31, 2005, CTX Mortgage Company, LLC originated loans through its loan officers in 243 offices licensed in 46 states and the District of Columbia. The offices vary in size depending on loan volume.

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     The following table shows the unit breakdown of Builder and Retail loans for CTX Mortgage Company, LLC and its related companies for the five years ended March 31, 2005:

	For the Years Ended March 31,
	2005			2004			2003			2002			2001
Loan Types:
Builder		22,517			20,865			18,127			15,435			12,506
Retail (1)		44,816			67,481			66,807			64,949			48,244
		67,333			88,346			84,934			80,384			60,750
Origination Volume (in millions)	$	13,039.0		$	15,116.0		$	13,991.2		$	12,445.5		$	8,880.6
Percent of Home Building’s Non-Cash Closings Financed		73	%		74	%		73	%		72	%		64	%

(1)   For a discussion of the decrease in the number of Retail loans originated, see Management’s Discussion and Analysis of Financial Condition and Results of Operations, Fiscal Year 2005 Compared to Fiscal Year 2004, Financial Services, Prime Mortgage Lending.

     We provide mortgage origination and other mortgage-related services for the Federal Housing Administration, or FHA, the Department of Veterans’ Affairs, or VA, and conventional loans on homes that Home Building or others build and sell, as well as resale homes and refinancing of existing mortgages. Our loans are generally first-lien mortgages secured by one- to four-family residences. A majority of the loans qualify for inclusion in programs sponsored by the Government National Mortgage Association, or GNMA, the Federal National Mortgage Association, or FNMA, or the Federal Home Loan Mortgage Corporation, or FHLMC. These loans are known in the industry as “conforming” loans. The remainder of the loans are either pre-approved and individually underwritten by CTX Mortgage Company, LLC or by private investors who subsequently purchase the loans, or are funded by private investors who pay a broker fee to CTX Mortgage Company, LLC for broker services rendered.

     CTX Mortgage Company, LLC’s principal sources of income are the sale of mortgage loans, together with all related servicing rights, interest income and other fees. Generally, we sell our right to service the mortgage loans and retain no other residual interests.

     We also participate in joint-venture agreements with third-party homebuilders and other real estate professionals to provide mortgage originations for their customers. These joint venture companies are fully consolidated in CTX Mortgage Company, LLC’s financial statements. At March 31, 2005, CTX Mortgage Company, LLC had 22 of these agreements, operating in 19 offices licensed in 8 states.

     In 1999, CTX Mortgage Company, LLC entered into a mortgage loan purchase agreement, as amended with Harwood Street Funding I, LLC, or HSF-I, that we refer to as the HSF-I Purchase Agreement. HSF-I is a variable interest entity for which we are the primary beneficiary and, as of July 1, 2003, is consolidated with our Financial Services segment pursuant to the provisions of Financial Accounting Standards Board, or FASB, Interpretation No. 46 “Consolidation of Variable Interest Entities,” as revised, which we refer to as FIN 46. Variable interest entities are entities in which (1) equity investors do not have a controlling financial interest and/or (2) the entity is unable to finance its activities without additional subordinated financial support from other parties. The primary beneficiary of a variable interest entity is the owner or investor that absorbs a majority of the variable interest entity’s expected losses and/or receives a majority of the variable interest entity’s expected residual returns. Since 1999, CTX Mortgage Company, LLC has sold substantially all conforming and Jumbo “A” mortgage loans that it originates to HSF-I in accordance with the HSF-I Purchase Agreement. When HSF-I acquires these loans, it holds them on average approximately 60 days and then resells them into the secondary market. In accordance with the HSF-I Purchase Agreement, CTX Mortgage Company, LLC acts as servicer of the loans owned by HSF-I and arranges for the sale of the mortgage loans into the secondary market. HSF-I purchases mortgage loans, at closing, from CTX Mortgage Company, LLC with the

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proceeds from its issuance of short-term secured liquidity notes, medium-term debt and subordinated certificates.

Sub-Prime Home Equity Lending

     We formed the predecessor of Centex Home Equity Company, LLC, or Home Equity, in fiscal 1995. Home Equity’s business involves the origination of primarily nonconforming home equity mortgage loans. The sub-prime lending market is comprised of borrowers whose financing needs are not being met by traditional mortgage lenders for a variety of reasons, including credit histories that may limit a borrower’s access to credit or a borrower’s need for specialized loan products such as cash-out refinance and jumbo loans. Since its inception, Home Equity has focused on lending to individuals who have substantial equity in their homes but whose financing needs are not being met by traditional mortgage lenders. Home Equity’s mortgage loans to these borrowers are made primarily for such purposes as debt consolidation, refinancing, home improvement or educational expenses. Substantially all of Home Equity’s mortgage loans are secured by first mortgage liens on one- to four-family residences and have payment schedules ranging from 5 to 30 years.

     At March 31, 2005, Home Equity had 166 offices and was doing business in 47 states. Home Equity originates home equity loans through five major origination sources:

•   its retail branches;

•   a broker referral network;

•   referrals from its prime mortgage affiliate, CTX Mortgage Company, LLC;

•   a correspondent mortgage banker network; and

•   Home Equity’s direct sales unit that sources lending opportunities from a variety of channels including through the Internet.

     The following table summarizes Home Equity’s origination statistics for the five-year period ended March 31, 2005:

	For the Years Ended March 31,
	2005		2004		2003		2002		2001
Loans		43,617		36,659		29,448		26,955		26,418
Origination Volume (in millions)	$	5,276.3	$	3,920.7	$	2,506.2	$	2,092.4	$	1,717.9

     We began servicing loans through Home Equity in fiscal 1997, and we generally service all loans included in Home Equity’s portfolio. Servicing fees for sub-prime loans are significantly higher than for prime loans, primarily due to the higher costs associated with more frequent contact with customers. Servicing encompasses, among other activities, the following processes: billing, collection of payments, investor reporting, customer assistance, recovery of delinquent payments and instituting foreclosure and liquidation of the underlying collateral. Home Equity’s servicing portfolio also includes loans sold on a whole loan, servicing-retained basis. As of March 31, 2005, Home Equity was servicing a sub-prime loan portfolio of 100,403 loans with a total loan value of approximately $9.31 billion.

     From October 1997 through March 2000, a majority of Home Equity’s loans originated were included in securitizations that utilized a structure that resulted in the loans being accounted for as sales. Under this structure, Home Equity retained a residual interest in, as well as the servicing rights to, the securitized loans. We call this retained residual interest the mortgage securitization residual interest, or MSRI. As a result of the sales accounting treatment, our balance sheet does not reflect the mortgage loans receivable and offsetting debt resulting from these securitizations. The estimated gain on the sale of these loans was included in earnings during the period in which the securitization transaction closed. As of March 31, 2005, Home Equity had a remaining MSRI of $70.1 million, which includes $68.1 million remaining on loans securitized from October

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1997 to March 2000 accounted for as gain on sale, $0.5 million related to an acquisition in fiscal 2002, and $1.5 million related to loans sold in fiscal year 2004 to a government sponsored enterprise that we continue to service.

     We changed the structure of securitizations beginning April 1, 2000. Since such time, securitizations have been accounted for as borrowings; interest has been recorded over the life of the loans using the interest, or actuarial, method; the mortgage loans receivable and the securitization debt have remained on Home Equity’s balance sheet and the related interest margin has been reflected in our income statement. Under both structures, recourse is limited to the payments received on the underlying mortgage collateral with no recourse to Home Equity or Centex Corporation. As is common in these structures, Home Equity remains liable for customary loan representations. The structure of Home Equity’s securitizations has no effect on the ultimate amount of profit and cash flow recognized over the life of the mortgages. However, the structure does affect the timing of profit recognition. Interest margin, rather than gain on sale of loans, is Home Equity’s primary source of operating income. From April 1, 2000 to March 31, 2005, Home Equity completed 19 securitizations totaling approximately $12.57 billion in loans under this structure.

Other Financial Services Operations

     We offer title agent, title underwriting, closing, appraisal and other settlement services in 24 states under the Commerce Title name, including Commerce Title Company, Commerce Title Agency and Commerce Title Insurance Company. Through Westwood Insurance, a multi-line property and casualty insurance agency, we market homeowners and auto insurance to Home Building and Financial Services customers and customers of approximately 6 other homebuilders in 50 states. Westwood Insurance also provides coverage for some commercial customers.

     Our Technologies Group, under the Adfitech name, provides outsourced mortgage services including quality control, shipping and delivery. Adfitech currently services over 500 clients throughout the 50 states.

Competition and Other Factors

     The financial services industry in the United States is highly competitive. CTX Mortgage Company, LLC competes with commercial banks, other prime mortgage lending companies and other financial institutions to supply mortgage financing at attractive rates to Home Building’s customers, as well as to the general public. Home Equity competes with commercial banks, other sub-prime lenders and other financial institutions to supply sub-prime financing at attractive rates. Other large financial institutions have gradually expanded their prime and sub-prime lending capabilities, some of whom have greater access to capital at a cost lower than our cost of capital under our credit facilities. Competition among industry participants can take many forms, including convenience in obtaining a loan, customer service, marketing and distribution channels, amount and term of the loan, loan origination fees and interest rates. Additional competition may lower the rates we can charge borrowers, thereby potentially reducing gain on future loan sales and earnings from securitizations. Our title and insurance operations compete with other providers of title and insurance products to sell their products to purchasers of our homes, as well as to the general public. Many of these competitors have greater resources than we do.

     The results of operations of our Financial Services segment may be adversely affected by increases in interest rates. Any significant increase in mortgage interest rates above current prevailing levels could reduce the ability or willingness of prospective homebuyers to finance home purchases and/or it could curtail mortgage refinance activity. Although there can be no assurance that these efforts will be successful, we will seek to mitigate the effects of any increase in mortgage interest rates by increasing our market share by adding loan officers and improving their productivity while at the same time seek to improve our operating leverage.

     Financial Services’ operations are subject to extensive state and federal regulations, as well as rules and regulations of, and examinations by, FNMA, FHLMC, FHA, VA, Department of Housing and Urban

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Development, or HUD, GNMA and state regulatory authorities with respect to originating, processing, underwriting, making, selling, securitizing and servicing loans and providing title and other insurance products. In addition, there are other federal and state statutes and regulations affecting such activities. These rules and regulations, among other things, impose licensing obligations on our Financial Services operations, specify standards for origination procedures, establish eligibility criteria for mortgage loans, provide for inspection and appraisals of properties, regulate payment features and, in some cases, fix maximum interest rates, fees, loan amounts and premiums for title and other insurance. Certain of our Financial Services operations are required to maintain specified net worth levels and submit annual audited financial statements to HUD, VA, FNMA, FHLMC, GNMA and some state regulators.

     As an approved FHA mortgagee, CTX Mortgage Company, LLC is subject to examination by the Federal Housing Commissioner at all times to ensure compliance with FHA regulations, policies and procedures. Our title and insurance operations are subject to examination by state authorities. Mortgage origination and servicing activities are subject to the Equal Credit Opportunity Act, the Fair Housing Act, the Fair Credit Reporting Act, the Federal Truth-In-Lending Act, the Real Estate Settlement Procedures Act, the Riegle Community Development and Regulatory Improvement Act, the Home Ownership and Equity Protection Act and regulations promulgated under such statutes, as well as other federal and state consumer credit laws. The Real Estate Settlement Procedures Act also applies to our insurance operations. These statutes prohibit discrimination and unlawful kickbacks and referral fees and require the disclosure of certain information to borrowers concerning credit and settlement costs. Many of these regulatory requirements seek to protect the interest of consumers, while others protect the owners or insurers of mortgage loans. Failure to comply with these requirements can lead to loss of approved status, demands for indemnification or loan repurchases from investors, lawsuits by borrowers (including class actions), administrative enforcement actions and, in some cases, rescission or voiding of the loan by the consumer.

CONSTRUCTION SERVICES

     Construction Services provides a range of commercial contracting services, including construction management, general contracting, design-build and preconstruction services. As a general contractor or construction manager, Construction Services provides management personnel for the construction of facilities. Occasionally, Construction Services may perform some of the actual construction work on a project but will generally hire subcontractors to perform the majority of the work.

     Historically, Construction Services has conducted its operations through its distinct, largely autonomous operating companies. Construction Services’ principal operating companies were Centex Construction Company, Inc., Centex Rodgers, Inc. and Centex-Rooney Construction Co., Inc. In December 2004, Construction Services merged these operating companies into two operating companies, Centex Construction, LLC and Centex Construction, Inc. During fiscal year 2004, Construction Services transitioned to one common organizational structure with one brand, standardized operating policies and procedures with an emphasis on certain geographic markets and project niches in which it has expertise. As of March 31, 2005, Construction Services’ primary offices were located in the metropolitan areas of Dallas, Nashville, Ft. Lauderdale, Charlotte and Washington, D.C.

     Construction contracts are primarily procured under one of two methods: negotiated (qualifications-based selection) or competitive bid (price-based selection). At March 31, 2005, approximately 99% of backlog was procured under the negotiated method. The backlog at March 31, 2005 was $2.00 billion compared to $1.75 billion at March 31, 2004. Approximately $1.12 billion of the backlog at March 31, 2005 is projected to be constructed and the related revenues recognized during fiscal year 2006. We define backlog in the Construction Services segment as the uncompleted portion of all signed construction contracts.

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     The following table summarizes the total backlog in dollars as a percentage by industry segment and the portion of backlog projected to be revenues in fiscal year 2006 as of March 31, 2005:

			% of FY 2006
Industry Segment	% of Backlog		Revenues
Multi-unit Residential		53.7%		31.5%
Education		12.1%		18.3%
Corrections		10.5%		13.3%
Corporate Office Buildings		9.1%		9.5%
Healthcare		7.5%		11.7%
Government		2.0%		2.3%
Transportation		1.9%		3.6%
Hospitality		0.1%		0.2%
Other		3.1%		9.6%
Total		100.0%		100.0%

Competition and Other Factors

     The construction industry is very competitive, and Construction Services competes with numerous local, regional and national contractors depending upon the nature of the project. Top-tier construction firms distinguish themselves from regional and local firms based on their project resumes, reputation and financial strength. Construction Services focuses on maintaining a competitive advantage over other top-tier construction firms by utilizing disciplined decision making for market selection, project selection, risk assessment and pricing, and by providing excellence in customer service and recruiting top-quality, experienced industry personnel.

     Although national demand for commercial construction is relatively stable, individual markets do experience moderate cyclicality and can be sensitive to overall spending trends in the economy, changes in federal, state and local appropriations for construction projects, financing and capital availability for commercial real estate and competitive pressures on the availability and pricing of construction projects.

     Construction Services’ operations are affected by federal, state and local laws and regulations relating to worker health and safety, as well as environmental laws. Current environmental laws may require Construction Services’ operating subsidiaries to work in concert with project owners to acquire the necessary permits or other authorizations for certain activities, including the construction of projects located in or near wetland areas. Construction Services’ operations are also affected by environmental laws regulating among other things, erosion and storm water pollution control and the use and disposal of hazardous materials encountered during demolition operations. We believe that Construction Services’ current procedures and practices are consistent with industry standards and that compliance with the health and safety laws and environmental laws does not constitute a material burden or expense.

     Construction Services’ operations obtain materials and services from numerous sources. The risk of raw material price fluctuation is primarily transferred to our subcontractors through lump sum contractual arrangements. To the extent that raw material pricing changes create subcontractor performance issues, performance and payment bonds or subcontractor default insurance facilitate mitigation of our risks. Our Construction Services’ operations have been able to deal effectively with challenges they have experienced relating to the supply or availability of materials and services.

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EMPLOYEES

     The following table presents a breakdown of our employees as of March 31, 2005:

Business Segment	Employees
Home Building		8,182
Financial Services		5,858
Construction Services		1,386
Other		1,708
Total		17,134

     The 1,708 Other employees include 1,551 employees of our home services operations, which provides home pest control services and corporate employees. The corporate employees are employed by Centex Corporation; all others are employees of our various subsidiaries.

RISK FACTORS RELATING TO OUR BUSINESS

     The foregoing discussion of our business and operations should be read together with the risk factors set forth below, which describe various risks and uncertainties to which we are or may become subject. These risks and uncertainties, together with other factors described elsewhere in this Report, have the potential to affect our business, financial condition, results of operations, cash flows, strategies or prospects in a material and adverse manner.

HOME BUILDING

Deterioration in economic conditions generally or in the market regions where we operate could decrease demand and pricing for new homes in these areas and adversely affect our business operations.

     The residential homebuilding industry is sensitive to changes in regional and national economic conditions such as job growth, interest rates and consumer confidence. Material adverse changes in any of these conditions generally, or in the market regions where we operate, could decrease demand and pricing for new homes in these areas or result in customer defaults on pending contracts, which could adversely affect the number of home deliveries we make or reduce the prices we can charge for homes, either of which could result in a decrease in our revenues and earnings. A material decline in the value of new residential housing could also result in a decreased value for the land, housing inventory and housing work-in-progress that we own. Any pronounced down cycle in the homebuilding industry could cause demand for our homes and land that we own to weaken significantly.

Competition for homebuyers could reduce our deliveries or decrease our profitability.

     The homebuilding industry is highly competitive. We compete in each of our markets with many national, regional and local homebuilders. We also compete with resales of existing used or foreclosed homes and available rental housing. Increased competitive conditions in the residential markets in which we operate or related markets could decrease demand for new homes, or cause us to increase our sales incentives or price discounts in order to maintain sales volume, and adversely affect our operating results.

Government entities have adopted or may adopt slow or no growth initiatives, which could adversely affect our ability to build or timely build in these areas.

     Some municipalities where we operate have approved, and others may approve, slow growth or no growth homebuilding regulations or laws that could negatively impact the availability of land and building opportunities within those localities. Approval of these initiatives could adversely affect our ability to build (or

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timely build) and sell homes in the affected markets and could create additional administrative and regulatory requirements and costs, which, in turn, could have an adverse effect on our future revenues and earnings.

Natural disasters and adverse weather conditions could delay deliveries or increase costs to build new homes in affected areas.

     The occurrence of natural disasters or adverse weather conditions in the areas in which we operate can delay new home deliveries, increase costs by damaging inventories of homes and construction materials, reduce the availability of raw materials and skilled labor, and negatively impact the demand for new homes in affected areas. When natural disasters such as hurricanes, tornadoes, earthquakes, floods and fires affect an area in which we build, or one nearby, there can be a diversion of labor and materials in the area from new home construction to the rebuilding of the existing homes damaged or destroyed in the natural disaster. This can cause delays in construction and delivery of new homes and/or increase our construction costs.

Supply shortages and other risks related to the demand for building materials and skilled labor could reduce our profits and delay deliveries.

     Increased costs or shortages of building materials could cause increases in construction costs and construction delays. Labor disputes, and increased costs or shortages of skilled labor, such as carpenters, plumbers and electricians, could also cause increases in costs and delays. We estimate and forecast construction costs as part of our business, and attempt to plan for possible cost increases due to changes in the cost or availability of materials and labor. However, generally we are unable to pass on unanticipated increases in construction costs to those customers who have already entered into sales contracts, as those sales contracts generally fix the price of the home at the time the contract is signed, which may be well in advance of the construction of the home. We may experience unexpected increases in costs of materials or labor, and pricing competition for materials and labor may restrict our ability to pass on any additional costs to homebuyers, thereby decreasing our profits. These factors could have an adverse effect on our results of operations.

Compliance with regulations affecting our business could have substantial costs both in time and money, and some regulations could prohibit or restrict some homebuilding activity.

     We are subject to extensive and complex laws and regulations that affect the land development and homebuilding process, including laws and regulations related to zoning, permitted land uses, levels of density, building design, warranties, storm water and use of open spaces. In addition, we are subject to laws and regulations related to workers’ health and safety, immigration and the protection of the environment. In some of the markets where we operate, we are required to pay environmental impact fees, use energy-saving construction materials and give commitments to municipalities to provide certain infrastructure such as roads and sewage systems. We generally are required to obtain permits and approvals from local authorities to commence and complete residential development or home construction. Such permits and approvals may, from time-to-time, be opposed or challenged by local governments, neighboring property owners or other interested parties, adding delays, costs and risks of non-approval to the process. Our obligation to comply with the laws and regulations under which we operate, and the obligation of our subcontractors and other agents to comply with these and other laws and regulations, could result in delays in land development and homebuilding activity, cause us to incur substantial costs and prohibit or restrict land development and construction.

Foreign exchange rates and the demand for housing in the United Kingdom may affect our foreign operations.

     The results of operations of our international homebuilding operations are affected by fluctuations in the value of the United States dollar as compared to the British pound sterling, and can also be affected by economic, regulatory and competitive factors affecting the homebuilding market in the United Kingdom including the overall demand for housing.

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FINANCIAL SERVICES

Increases in interest rates could hurt our Financial Services operations.

     Our Financial Services operations are influenced by borrowers’ perceptions of and reactions to interest rates. The operations of CTX Mortgage Company, LLC and its related companies are particularly affected by increases in interest rates, as they are likely to result in a decrease in the volume of mortgage loan refinancing transactions, which are a significant component of our business. Although the volume of originations in our Home Equity operations is less sensitive to increases in interest rates than CTX Mortgage Company, LLC and its related companies, interest rate increases can result in decreased interest margins. Any significant increase in mortgage rates above current prevailing levels could adversely affect the volume of loan originations and reduce our revenues, operating margins and earnings. In addition, increased competition for loans from other lenders could reduce our profits on the loans we originate.

Loan and collateral losses could reduce the profitability of our Home Equity operations.

     Our Home Equity operations involve holding residential mortgage loans for investment and establishing an allowance for credit losses on these loans. To a lesser extent, our operations also involve holding properties obtained through foreclosure pending resale and establishing an allowance for losses on these properties. Although the amount of these allowances reflects our judgment as to our present loss exposure on these loans and properties, there can be no assurance that it will be sufficient to cover any losses that may ultimately be incurred. Judgments as to loss exposure are subject to significant uncertainties, and the amount of the loss ultimately incurred may be determined by various factors outside our control.

Decline in our ratings as a loan servicer could hurt our Financial Services operations.

     Our Home Equity operations involve the servicing of residential home equity mortgages. Our servicing activity is rated by the principal rating agencies and any serious decline in our ratings could adversely affect the profitability of our Home Equity operations.

Changes in lending laws could hurt our Financial Services operations.

     Our Financial Services operations are subject to extensive and complex laws and regulations that affect loan origination. Our Home Equity operations and, to a lesser extent, the operations of CTX Mortgage Company, LLC and its related companies, are particularly affected by laws and regulations related to the extension of credit to individuals whose credit ratings do not qualify them for conventional mortgage financing. Changes in these laws or the way that they are enforced may adversely affect the way that we operate or our ability to profitably originate loans.

CONSTRUCTION SERVICES

Supply and labor shortages and other risks could increase costs and delay completion.

     Our Construction Services operations could be adversely affected by fluctuating prices and limited supplies of building materials, as well as the cost and availability of labor, particularly trades personnel. These prices and supplies may be further adversely affected by natural disasters and adverse weather conditions. These factors, like the factors identified for our Home Building operations, could cause increased costs and delays in construction that could have an adverse effect upon our Construction Services operations.

We are subject to regional changes in the demand for commercial construction projects.

     Although national demand for commercial construction is relatively stable, individual markets experience greater cyclicality and can be sensitive to overall capital spending trends in the economy, changes in federal and state appropriations for construction projects, financing and capital availability for commercial real

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estate and competitive pressures on the availability and pricing of construction projects. These factors can result in a reduction in the supply of suitable projects, increased competition and reduced margins on construction contracts.

     Our Construction Services operations are also subject to other risks and uncertainties, including the timing of new awards and the funding of such awards; cancellations of, or changes in the scope of, existing contracts; the ability to meet performance or schedule guarantees and cost overruns.

FACTORS AFFECTING MULTIPLE BUSINESS SEGMENTS

New federal laws that adversely affect liquidity in the secondary mortgage market could hurt our business.

     The Government-sponsored enterprises, principally FNMA and FHLMC, play a significant role in buying home mortgages and packaging them into investment securities that they either sell to investors or hold in their portfolios. Proposed legislation, supported by the current administration, could have the effect of restricting or curtailing the activities of these enterprises. These organizations provide significant liquidity to the secondary mortgage market. A restriction or curtailment of their activities could affect the ability of our customers to obtain mortgage loans or increase mortgage interest rates (and increase the effective cost of our homes), which could reduce demand for our homes and/or the loans that we originate and adversely affect our results of operations.

We could be adversely affected by a change in our credit rating or a disruption in the capital markets.

     Our ability to continue to grow our business and operations in a profitable manner depends to a significant extent upon our ability to generate or obtain capital on favorable terms. At the present time, our access to capital is enhanced by the fact that our senior debt securities have an investment-grade credit rating from each of the principal credit rating agencies. If we were to lose our investment-grade credit rating for any reason, it would become more difficult and costly for us to generate or obtain the capital that is required in order to implement our business plans and achieve our growth objectives.

     In addition, a long-term or serious disruption in the capital markets could make it more difficult or more expensive for us to raise capital for use in our business, for our customers to obtain home loans or for us to sell or securitize loans originated in our business. Further, a flat or inverted yield curve could hurt our ability to profit from our loan origination businesses.

Increases in interest rates may reduce customer demand for homes that we sell and the loans that we offer.

     The majority of our homebuyers finance the purchase of their homes through mortgage loans. Increases in interest rates generally increase monthly payments for the same amount to be borrowed, thus making the homes we sell less affordable for potential customers. In addition, increases in interest rates may reduce the demand for new or refinanced mortgage loans offered by our Financial Services operations. Reduced home sales and loan originations may adversely affect our operating results.

The reduction of tax benefits could make home ownership more expensive or less attractive.

     Significant expenses of owning a home, including mortgage interest expense and real estate taxes, generally are deductible expenses for an individual’s federal, and in some cases state, income taxes, subject to various limitations under current tax law and policy. If the federal government or a state government changes income tax laws to eliminate or substantially modify these income tax deductions, the after-tax costs of owning a new home would increase for the typical homeowner. The resulting loss or limitation of homeowners’ tax deductions, if such tax law changes were enacted without other offsetting provisions, could adversely impact the demand for, and/or sales prices of, new homes, mortgage loans and home equity loans, and our operations might be negatively affected.

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We incur increased costs related to repairing construction defects in the homes we sell or the buildings we construct.

     Our Home Building and Construction Services operations are subject to warranty and other claims related to construction defects and other construction-related issues, including compliance with building codes. The costs we incur to resolve those warranty and other claims reduce our profitability, and if we were to experience an unusually high level of claims, or unusually severe claims, our profitability could be adversely affected.

AVAILABLE INFORMATION

     Anyone seeking information about our business operations and financial performance can receive copies of the 2005 Annual Report to Stockholders, Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, all amendments to those reports and other documents filed with the Securities and Exchange Commission in Washington, D.C., without charge, by contacting our Corporate Communications office at (214) 981-6901; by writing to Centex Corporation, Investor Relations, P.O. Box 199000, Dallas, Texas 75219 or via email at ir@centex.com. In addition, all filings with the Securities and Exchange Commission, news releases and quarterly earnings announcements, including live audio and replays of recent quarterly earnings webcasts, can be accessed free of charge on our web site (www.centex.com). We make our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act available on our web site as soon as reasonably practicable after we electronically file the material with, or furnish it to, the Securities and Exchange Commission. To retrieve any of this information, go to www.centex.com, select “Investor Relations” and select “SEC Filings.” The reference to our web site is merely intended to suggest where additional information may be obtained by investors, and the materials and other information presented on our web site are not incorporated in and should not otherwise be considered part of this Report.

ITEM 2. PROPERTIES

     In addition to land held as inventory in connection with our residential and commercial construction activities, we own the following properties:

     Home Building owns property in Phoenix, Arizona; Albemarle, North Carolina and Plant City, Florida. This property consists of office and warehouse space used to support its builder supply business. Home Building also owns smaller parcels of land in rural areas of Ohio, Indiana, Pennsylvania, Florida, North Carolina and Minnesota. Situated on this land are sales offices for its Wayne Homes “on-your-lot” market segment. Home Building owns a building in Tamworth, Staffordshire, England used by its international operations.

     Financial Services owns property in Edmond, Oklahoma. This property consists of two office buildings situated on approximately 12 acres of a 20-acre parcel of land. The remaining eight acres of the parcel are being held for future development.

     In addition to land we own and use in our operations, we lease office space under operating leases in the markets in which we operate throughout the United States. For additional information on our operating leases, see Note (H), “Commitments and Contingencies,” of the Notes to Consolidated Financial Statements of this Report.

     See “Item 1. Business” of this Report for additional information relating to the Company’s properties including land owned or controlled by our Home Building segment.

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ITEM 3. LEGAL PROCEEDINGS

     In the normal course of our business, we and/or our subsidiaries are named as defendants in suits filed in various state and federal courts. We believe that none of the litigation matters in which we, or any of our subsidiaries, are involved would have a material adverse effect on our consolidated financial condition or operations.

     In January 2003, we received a request for information from the United States Environmental Protection Agency, the EPA, pursuant to Section 308 of the Clean Water Act seeking information about storm water discharge practices at projects that Centex subsidiaries had completed or were building. Subsequently, the EPA limited its request to Home Building and 30 communities. Home Building has provided the requested information and the United States Department of Justice, the Justice Department, acting on behalf of the EPA, has asserted that some of these and certain other communities (including one of Construction Services’ projects) have violated regulatory requirements applicable to storm water discharges, and that injunctive relief and civil penalties may be warranted. Home Building and Construction Services believe they have defenses to the allegations made by the EPA and are exploring methods of settling this matter in continuing negotiations with representatives of the Justice Department and the EPA. Centex does not believe that this matter will have a material impact on the Company’s consolidated results of operations or financial position.

     On November 23, 2004, Miami-Dade County, Florida filed suit against Centex-Rooney Construction Co., a wholly-owned subsidiary of Centex Corporation; John J. Kirlin, Inc.; and M. C. Harry and Associates, Inc., in the County’s Circuit Court of the Eleventh Judicial Circuit. Miami-Dade County alleges that, in the course of performing or managing construction work on Concourse F at the Miami International Airport, the defendants caused a jet fuel line rupture on or about July 30, 1987, which resulted in the contamination of soil, groundwater and surface water in and around airport Concourse F. Miami-Dade County seeks damages of approximately $8.0 million for its costs incurred to date and for expected future costs, civil penalties and an order requiring the defendants to address remaining contamination. Centex believes it has substantial defenses to Miami-Dade County’s claims, including waiver and release and statute of limitations defenses. Centex also believes insurance coverage may be available to cover defense costs and any potential damages. Centex does not believe that this lawsuit will have a material impact on the Company’s consolidated results of operations or financial position.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     None.

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SEPARATE ITEM. EXECUTIVE OFFICERS OF CENTEX (SEE ITEM 10 OF PART III OF THIS REPORT)

     The following is an alphabetical listing of our executive officers as of May 19, 2005, as such term is defined under the rules and regulations of the Securities and Exchange Commission. Officers are generally elected by the Board of Directors at its meeting immediately following our annual stockholders’ meeting, with each officer serving until a successor has been elected and qualified. There is no family relationship among any of these officers.

Name	Age		Positions with Centex or Business Experience
Leldon E. Echols		49	Executive Vice President and Chief Financial Officer of Centex Corporation since June 2000; Partner and employee at Arthur Andersen LLP from December 1978 to May 2000
Timothy R. Eller		56	Chairman of the Board, Chief Executive Officer, President and Chief Operating Officer of Centex Corporation (Chairman of the Board and Chief Executive Officer since April 2004; President and Chief Operating Officer since April 2002); Executive Vice President of Centex Corporation from August 1998 to April 2002; Chairman of the Board of Centex Real Estate Corporation from April 1998 to April 2003; Chief Executive Officer of Centex Real Estate Corporation from July 1991 to April 2002; President and Chief Operating Officer of Centex Real Estate Corporation from January 1990 to April 1998
Andrew J. Hannigan		53	Chairman of the Board, Chief Executive Officer and President of Centex Real Estate Corporation (Chairman of the Board since May 2003; Chief Executive Officer since May 2002; President since April 2005); President and Chief Operating Officer from May 1998 to May 2002
Mark D. Kemp		43	Senior Vice President and Controller of Centex Corporation since September 2004; Vice President and Controller of Centex Corporation from December 2002 to September 2004; Partner and employee at Arthur Andersen LLP from December 1983 to August 2002
Robert S. Stewart		51	Senior Vice President of Centex Corporation since May 2000; Employee at the Weyerhaeuser Company from March 1977 to May 2000, during which time he held a range of key management positions, including positions in strategic planning
Jonathan R. Wheeler		53	Senior Vice President of Centex Corporation since May 2004; Senior Vice President of Centex Real Estate Corporation from October 1997 to May 2004
Brian J. Woram		44	Senior Vice President, Chief Legal Officer, General Counsel and Assistant Secretary of Centex Corporation since March 2005; Senior Vice President, Chief Legal Officer, General Counsel and Secretary of Centex Corporation from December 2004 to March 2005; Senior Vice President, General Counsel and Assistant Secretary of Centex Real Estate Corporation from September 1998 to December 2004

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PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

	Stock Prices and Dividends
	Year Ended March 31, 2005						Year Ended March 31, 2004
	Price						Price
	High		Low		Dividends		High		Low		Dividends
Quarter
First	$	54.77	$	43.31	$	.04	$	43.75	$	26.78	$	.02
Second	$	51.96	$	39.94	$	.04	$	41.48	$	35.55	$	.02
Third	$	59.98	$	45.44	$	.04	$	56.54	$	38.55	$	.02
Fourth	$	66.14	$	54.60	$	.04	$	58.40	$	46.27	$	.04

The principal market for our common stock is the New York Stock Exchange (ticker symbol CTX). The approximate number of record holders of our common stock at May 19, 2005 was 3,071.

The remaining information called for by this item relating to securities authorized for issuance under equity compensation plans is reported in Note (M), “Capital Stock and Employee Benefit Plans,” of the Notes to Consolidated Financial Statements of this Report.

     The following table details our common stock repurchases for the three months ended March 31, 2005:

	Issuer Purchases of Equity Securities
					Total Number of		Maximum Number of
					Shares Purchased as		Shares that May Yet
	Total Number of		Average Price Paid		Part of Publicly		Be Purchased Under
	Shares Purchased		Per Share		Announced Plan		the Plan
Period						5,625,600		2,724,000
January 1-31		5,071	$	58.65		—		—
February 1-28		6,933	$	62.78		—		—
March 1-31		9,019	$	59.47		—		—
Total		21,023	$	60.37		5,625,600		2,724,000

On February 17, 2004, we publicly announced that the Board of Directors increased our open market share repurchase authorization of common stock to 4,000,000 shares adjusted for our March 2004 two-for-one stock split. The total number of shares purchased in the third column of the above table represents shares of common stock repurchased pursuant to Board of Directors authorizations including the February 17, 2004 authorization and all prior authorizations. Purchases are made from time-to-time in the open market. The share repurchase authorization has no stated expiration date, and the Board of Directors has authorized all shares repurchased.

The 21,023 shares repurchased for the quarter ended March 31, 2005, represent the delivery by employees or directors of previously issued shares to the Company to satisfy the exercise price of options and/or withholding taxes that arise on the exercise of options or the vesting of restricted stock. These transactions have been approved by the Board of Directors; however, these transactions are not considered repurchases pursuant to the Company’s open market stock repurchase program.

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ITEM 6. SELECTED FINANCIAL DATA

Summary of Selected Financial Data (Unaudited) ⁽¹⁾
(Dollars in thousands, except per share data)

	For the Years Ended March 31,
	2005			2004			2003			2002			2001
Revenues	$	12,859,695		$	10,363,391		$	8,428,705		$	7,123,794		$	6,138,577
Earnings from Continuing Operations (2)	$	1,011,364		$	777,131		$	526,812		$	358,402		$	265,194
Net Earnings	$	1,011,364		$	827,686		$	555,919		$	382,226		$	281,977
Stockholders’ Equity	$	4,280,757		$	3,050,225		$	2,657,846		$	2,116,773		$	1,714,064
Net Earnings as a Percentage of Average Stockholders’ Equity		27.6	%		29.0	%		23.3	%		20.0	%		18.0	%
Total Assets	$	20,011,079		$	16,087,454		$	11,639,707		$	8,996,991		$	6,649,968
Deferred Income Tax Assets	$	177,735		$	176,564		$	201,411		$	177,882		$	127,495
Total Long-term Debt, Consolidated	$	10,492,363		$	8,615,864		$	6,181,543		$	4,776,199		$	2,758,118
Debt (with Financial Services reflected on the equity method) (3)	$	3,246,963		$	2,418,190		$	2,024,953		$	1,605,797		$	1,182,250
Financial Services’ Debt		9,721,146			8,302,190			4,998,819			3,485,027			2,054,898
Total Debt, Consolidated	$	12,968,109		$	10,720,380		$	7,023,772		$	5,090,824		$	3,237,148
Capitalization (with Financial Services reflected on the equity method and excluding lot option minority interest)(3) (4)	$	7,568,466		$	5,470,263		$	4,683,755		$	3,724,827		$	2,901,394
Financial Services Capitalization (4)		10,339,756			8,820,005			5,380,226			3,797,355			2,323,155
Lot Option Minority Interest (4)		415,413			332,668			—			—			—
Consolidation Eliminations		(617,248	)		(516,280	)		(379,671	)		(310,353	)		(266,124	)
Total Capitalization, Consolidated	$	17,706,387		$	14,106,656		$	9,684,310		$	7,211,829		$	4,958,425
Debt as a Percentage of Capitalization (4)
With Financial Services reflected on the equity method and excluding lot option minority interest (3)		42.9	%		44.2	%		43.2	%		43.1	%		40.7	%
Consolidated		73.2	%		76.0	%		72.5	%		70.6	%		65.3	%
Per Common Share
Earnings from Continuing Operations
Per Share — Basic (2)	$	8.08		$	6.30		$	4.33		$	2.96		$	2.25
Earnings from Continuing Operations
Per Share — Diluted (2)	$	7.64		$	6.01		$	4.18		$	2.87		$	2.18
Net Earnings Per Share — Basic	$	8.08		$	6.71		$	4.57		$	3.16		$	2.39
Net Earnings Per Share — Diluted	$	7.64		$	6.40		$	4.41		$	3.06		$	2.32
Cash Dividends	$	.16		$	.10		$	.08		$	.08		$	.08
Book Value Based on Shares Outstanding at Year End	$	33.51		$	24.87		$	21.84		$	17.30		$	14.30
Average Shares Outstanding
Basic		125,226,596			123,382,068			121,564,084			121,121,576			118,190,806
Diluted		132,397,961			129,392,821			126,116,312			125,058,294			121,321,770
Stock Prices
High	$	66.14		$	58.40		$	29.60		$	31.55		$	23.10
Low	$	39.94		$	26.78		$	19.16		$	14.02		$	10.32

(1)	The selected financial data presented in this table, excluding stock prices for the periods covered by the financial statements included in this Report and all prior periods, have been derived from our audited financial statements and adjusted to reflect Centex Construction Products, Inc. (spun off in January 2004) and our manufactured housing operations (spun off in June 2003) as discontinued operations.
(2)	Earnings from Continuing Operations are Before Cumulative Effect of a Change in Accounting Principle adopted in fiscal 2004. For more detailed discussion of the change in accounting principle, see Note (F), “Indebtedness” of the Notes to Consolidated Financial Statements of this Report.
(3)	Represents a supplemental presentation that reflects the Financial Services segment as if accounted for under the equity method. We believe that separate disclosure of the consolidating information is useful because the Financial Services subsidiaries operate in a distinctly different financial environment that generally requires significantly less equity to support their higher debt levels compared to the operations of our other subsidiaries; the Financial Services subsidiaries have structured their financing programs substantially on a stand alone basis; and we have limited obligations with respect to the indebtedness of our Financial Services subsidiaries. Management uses this information in its financial and strategic planning. We also use this presentation to allow investors to compare us to homebuilders that do not have financial services operations.
(4)	Capitalization is composed of Debt, Negative Goodwill, Minority Interest and Stockholders’ Equity. In the calculation of Capitalization, minority interest in fiscal 2005 and 2004 excludes $415.4 million and $332.7 million, respectively, of minority interests recorded in connection with the consolidation of certain entities with which Home Building has lot option agreements. Negative Goodwill arose in conjunction with the combination of Centex Real Estate Corporation with Vista Properties, Inc. in the fiscal year ended March 31, 1997. Fiscal year 2001 includes the accretion of negative goodwill to earnings as a reduction of costs and expenses. During fiscal 2001, negative goodwill was fully accreted.

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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Executive Summary

     The following summarizes our results for the three-year period ended March 31, 2005:

* Other consists of the financial results of our investment real estate operations, home services operations, corporate general and administrative expense and interest expense.

     Fiscal year 2005 represents our ninth consecutive year of growth in revenues and earnings from continuing operations. Revenues increased 24.1% to $12.86 billion as compared to fiscal year 2004. In addition, earnings from continuing operations before income taxes and cumulative effect of a change in accounting principle increased 37.0% to $1.57 billion as compared to fiscal year 2004.

     The growth in revenues and operating earnings is primarily attributable to the growth and improvement in operating margin of our Home Building segment. Home Building’s operating earnings growth was slightly offset by a decline in operating earnings of our Financial Services segment in fiscal year 2005.

     The primary drivers of the growth in our Home Building business are growth in neighborhoods open for sale, increases in closings per neighborhood, increases in average unit selling prices, and improvements in operating margins. In fiscal 2005, we experienced improvements in each of these key areas. Home Building’s domestic operating margin (operating earnings as a percentage of revenues) increased to 14.7%. For more specific information on the operating results of our Home Building segment, refer to the Home Building segment information below.

     The overall demand for housing in the United States remains favorable, and is driven by population growth, demographics, immigration, household formations and increasing home ownership rates. Short-term

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growth drivers such as mortgage rates, consumer confidence and employment levels can also impact housing demand. The highly fragmented homebuilding industry in the United States is in the early stages of a consolidation phase during which large homebuilders grow faster than the industry as a whole. In 1995, based upon single-family permits issued in the United States, the 10 largest homebuilders represented approximately 7.2% of the housing market. In calendar year 2004, the 10 largest homebuilders were producing approximately 22% of the nation’s new housing stock. We believe industry consolidation will continue to be an important growth factor over the next decade or more as large homebuilders realize the benefits of size, such as capital strength, more efficient operations and technological advantages.

     Currently, we have homebuilding operations in 38 of the 50 largest housing markets in the United States (2003 housing market data obtained from Professional Builder magazine). We have largely completed our geographic diversification plan and are now focused primarily on further penetration in our existing markets.

     Financial Services’ operating results in fiscal year 2005 have been negatively impacted by decreased loan refinancing activity, increases in interest rates and, for our prime mortgage lending operations, an increase in the origination of less profitable adjustable rate mortgages. CTX Mortgage Company, LLC’s refinancing activity accounted for 21% of its originations for the year ended March 31, 2005 as compared to 39% for the year ended March 31, 2004. Refinancing activity has declined due to an extended period of relatively low mortgage loan rates, which has reduced the supply of loans likely to be refinanced. Our Financial Services segment will continue to focus on serving the customers of our Home Building segment and increasing the percentage of prime mortgage loans provided to them. For the year ended March 31, 2005, our prime mortgage lending business financed approximately 73% of our Home Building non-cash unit closings. In addition, the Financial Services growth model includes plans to increase the number of loan officers originating prime retail loans and improve their productivity. Our prime mortgage lending business is a fee-based business with low capital requirements. Our Financial Services segment also includes our sub-prime home equity lending operations, which is a portfolio-based model that produces more predictable earnings. Our sub-prime home equity loans are obtained principally through our organically grown origination channels using centrally controlled product, pricing and underwriting. Home Equity’s revenues and operating earnings have increased 30.1% and 68.1%, respectively, as compared to fiscal year 2004. The growth in revenues and operating earnings is primarily as a result of continued growth in Home Equity’s portfolio of residential mortgage loans held for investment and a program of whole loan sales to third parties. The Financial Services growth model includes plans to continue to grow our portfolio of sub-prime mortgage loans held for investment while adhering to our underwriting criteria. We will primarily securitize these loans and certain loans will be included in whole loan sales.

     The results of operations of certain of our segments, including our Home Building and Financial Services operations, may be adversely affected by increases in interest rates. Any significant increase in mortgage interest rates above current prevailing levels could affect demand for housing, at least in the short term, and could reduce the ability or willingness of prospective home buyers to finance home purchases and/or it could curtail mortgage refinance activity. Although we expect that we would make adjustments in our operations in an effort to mitigate the effects of any increase in interest rates, there can be no assurances that these efforts would be successful.

     Our Construction Services segment operating earnings have increased from the prior year, but have not reached the levels achieved in fiscal 2003. Industry conditions have created increased pricing pressure on construction companies, which in turn has reduced our Construction Services operating margins. However, revenues have increased over the last two years due to our focus on increasing market share. The commercial construction environment remains challenged but is showing signs of improvement as evidenced by the increase in backlog. At March 31, 2005, the backlog was $2.00 billion, an increase of 14.6% over the prior year. Strategically, we will continue to focus on our core geographic and selected industry segments to achieve growth in Construction Services’ revenues and operating earnings.

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     In fiscal year 2004, we consummated the tax-free spin-offs to our stockholders of substantially all of our manufactured housing operations in June 2003 and our entire ownership interest in Eagle Materials Inc., formerly known as Centex Construction Products, Inc., a former majority-owned subsidiary which we referred to as Construction Products, on January 30, 2004. Manufactured housing and Construction Products are reported as discontinued operations in our consolidated financial statements.

FISCAL YEAR 2005 COMPARED TO FISCAL YEAR 2004

HOME BUILDING

     The following summarizes the results of our Home Building operations for the two-year period ended March 31, 2005 (dollars in millions except per unit data and lot information):

	For the Years Ended March 31,
	2005						2004
				% Change						% Change
Revenues — Housing	$	9,499.1			27.7	%	$	7,438.0			27.8	%
Revenues — Land Sales and Other		361.9			124.1	%		161.5			55.4	%
Cost of Sales — Housing		(6,844.6	)		25.3	%		(5,460.8	)		25.2	%
Cost of Sales — Land Sales and Other		(266.9	)		82.3	%		(146.4	)		60.4	%
Selling, General and Administrative Expenses		(1,373.0	)		31.7	%		(1,042.3	)		22.7	%
Earnings from Unconsolidated Entities		68.9			24.6	%		55.3			71.7	%
Operating Earnings	$	1,445.4			43.8	%	$	1,005.3			54.3	%
Operating Earnings as a Percentage of Revenues		14.7	%	NM				13.2	%	NM

     Home Building’s results are derived from its domestic and international operations as described below.

Domestic

     Home Building’s domestic operations involve the purchase and development of land or lots and the construction and sale of detached and attached single-family homes (including resort and second home properties and lots) and land or lots. The following summarizes the results of our Home Building domestic operations for the two-year period ended March 31, 2005:

	For the Years Ended March 31,
	2005					2004
			% Change					% Change
Units Closed		33,387		10.0	%		30,358		14.9	%
Average Unit Sales Price	$	269,780		11.3	%	$	242,465		10.1	%
Operating Earnings Per Unit	$	41,298		29.8	%	$	31,816		33.2	%
Average Operating Neighborhoods		589		5.6	%		558		7.5	%
Closings Per Average Neighborhood		56.7		4.2	%		54.4		6.9	%

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	As of March 31,
	2005					2004
			% Change					% Change
Backlog Units		18,589		20.6	%		15,414		27.9	%
Lots Owned		96,945		25.1	%		77,475		29.5	%
Lots Controlled		168,350		45.9	%		115,366		62.7	%
Total Lots Owned and Controlled		265,295		37.6	%		192,841		47.5	%

     Domestic Home Building’s financial performance is reflective of changes in the following performance indicators:

•   Growth in average neighborhoods

•   Growth in closings per average neighborhood

•   Increases in average unit sales price

•   Operating margin improvement

     The following summarizes changes in performance indicators for the year ended March 31, 2005 as compared to the prior year.

     We define a neighborhood as an individual active selling location targeted to a specific buyer segment. For the year ended March 31, 2005, we opened 336 neighborhoods and closed out of 293 neighborhoods, driving our average operating neighborhoods to 589, a 5.6% increase over the prior year.

     Higher sales rates continue to contribute to our growth in closings per average neighborhood. Sales per average neighborhood were 62.1 for the year ended March 31, 2005, a 2.8% increase over the prior year. This sales rate increase can be attributed to our continued focus on market research, enhanced sales and marketing activities and activity-based sales management. Sales orders increased in each of our geographic regions in fiscal year 2005, and sales growth rates were particularly strong in the mid-Atlantic and west coast regions, which achieved increases over the prior year of 10.7% and 10.8%, respectively. For all regions, sales orders totaled 36,562 units for the year ended March 31, 2005, an increase of 8.4% versus the prior year. The increase in sales per average neighborhood, as well as the increase in average operating neighborhoods, resulted in an increase of home closing volume of 10.0% to 33,387 homes for the year ended March 31, 2005, as compared to the prior year.

     Current housing market conditions, combined with our geographic, product and segment diversification strategies, continued to drive higher average selling prices. For the year ended March 31, 2005, average selling prices were up 11.3% to $269,780 as compared to the prior year. The increase is primarily due to strong demand in the southeast and west coast regions resulting in pricing power, as well as a greater mix of homes closed in the west coast region. California continues to experience the largest average sales price increase among the states in which we operate as average prices rose to $514,081, a $68,619 increase over the prior year.

     Selling, general and administrative expenses increased at a slightly higher rate than revenues for the year ended March 31, 2005 primarily due to increases in employee count to support planned neighborhood growth and increased incentive compensation reflective of the growth in operating earnings.

     Operating margins (consisting of operating earnings as a percentage of revenues) for Home Building’s domestic operations improved to 14.7% for the year ended March 31, 2005, compared to 12.8% for the year ended March 31, 2004. Increased unit volume, increases in average unit selling price, continued focus on lowering direct construction costs, increased land sales, improved margin on land sales, and earnings from joint ventures resulted in margin improvement throughout Home Building’s domestic operations. National and regional purchasing programs and local cost reduction and efficiency efforts have helped partially offset

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increasing raw material costs experienced throughout the year. We purchase materials, services and land from numerous sources, and during the past twelve months have been able to deal effectively with the challenges we have experienced relating to the supply or availability of materials, services and land.

     The above factors contributed to the improvement in our operating earnings, which is reflective of our continued focus on our “Quality Growth” strategy, consisting of growing revenue and earnings while improving margins.

     During the year, we continued to increase our land position to facilitate our short and longer term growth initiatives. Our total land position owned or controlled under option agreements at March 31, 2005 will provide land for approximately 100% of closings for fiscal year 2006, 80% of closings for fiscal year 2007, and 50% of closings for fiscal year 2008 based on our current closing projections.

International

     Our international homebuilding operations currently involve the purchase and development of land or lots and the construction and sale of a range of products from small single-family units to executive houses and apartments in the United Kingdom. In February 2004, we acquired the Partnership through merger transactions. Prior to the merger, we accounted for our investment in the Partnership on the equity method of accounting. Subsequent to the merger, international homebuilding operations of the Partnership have been consolidated with the Home Building segment. Prior period earnings related to the international homebuilding operations of the Partnership, previously reflected in our investment real estate operations, have been reclassified to the Home Building segment to conform to the presentation subsequent to the merger. The following summarizes the results of Home Building’s international operations for the year ended March 31, 2005 (dollars in millions):

	For the Year Ended March 31, 2005
Revenues	$	501.3
Operating Earnings	$	66.6
Units Closed		1,563

     For the year ended March 31, 2004, earnings from unconsolidated entities included $25.3 million related to the international homebuilding operations of the Partnership. Earnings from unconsolidated entities for fiscal 2004 related to international homebuilding operations are not comparative to operating earnings presented above as operating earnings exclude interest expense and taxes.

FINANCIAL SERVICES

     The Financial Services segment is primarily engaged in the residential mortgage lending business, as well as other financial services that are in large part related to the residential mortgage market. Its operations include mortgage origination, servicing and other related services for purchasers of homes sold by our Home Building operations and other homebuilders, sub-prime home equity lending and the sale of title insurance and various other insurance coverages, including property and casualty.

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     The following summarizes the results of our Financial Services operations for the two-year period ended March 31, 2005 (dollars in millions):

	For the Years Ended March 31,
	2005						2004
				% Change						% Change
Revenues	$	1,107.2			5.7	%	$	1,047.9			22.6	%
Cost of Sales		(284.0	)		26.9	%		(223.8	)		21.3	%
Selling, General and Administrative Expenses		(618.8	)		4.2	%		(593.8	)		16.7	%
Operating Earnings	$	204.4			(11.2	%)	$	230.3			42.3	%
Interest Margin	$	364.6			20.7	%	$	302.0			75.2	%
Origination Volume	$	18,315.3			(3.8	%)	$	19,036.7			15.4	%
Number of Loans Originated		110,950			(11.2	%)		125,005			9.3	%
Number of Loan Applications		465,781			8.2	%		430,439			27.3	%

     Financial Services’ results are primarily derived from prime mortgage lending and sub-prime home equity lending operations as described below.

Prime Mortgage Lending

     The following summarizes the results of our prime mortgage lending operations, which are conducted by CTX Mortgage Company, LLC and its related companies, for the two-year period ended March 31, 2005 (dollars in millions):

	For the Years Ended March 31,
	2005						2004
				% Change						% Change
Revenues	$	421.7			(19.1	%)	$	521.1			14.8	%
Cost of Sales		(32.2	)		47.0	%		(21.9	)		212.9	%
Selling, General and Administrative Expenses		(293.5	)		(12.0	%)		(333.4	)		0.4	%
Operating Earnings	$	96.0			(42.1	%)	$	165.8			44.6	%
Interest Margin	$	49.5			4.4	%	$	47.4			457.6	%
Average Interest Earning Assets	$	1,395.6			5.3	%	$	1,325.4			567.4	%
Average Yield		5.85	%	NM				5.72	%	NM
Average Interest Bearing Liabilities	$	1,364.1			9.5	%	$	1,246.2			841.2	%
Average Rate Paid		2.34	%	NM				1.95	%	NM

     The revenues and operating earnings of CTX Mortgage Company, LLC and its related companies are derived primarily from the sale of mortgage loans, together with all related servicing rights, and interest income and other fees. Net origination fees, mortgage servicing rights, and other revenues derived from the origination of mortgage loans are deferred and recognized when the related loan is sold to a third-party purchaser. Interest revenues on residential mortgage loans receivable are recognized using the interest (actuarial) method. Other revenues, including fees for title insurance and other services performed in connection with mortgage lending activities, are recognized as earned.

     In the normal course of its activities, CTX Mortgage Company, LLC and its related companies carry inventories of loans pending sale to third-party investors and earn an interest margin, which we define as the

29

difference between interest revenue on mortgage loans held for sale and interest expense on debt used to fund the mortgage loans.

     Our business strategy of selling prime loans reduces our capital investment and related risks, provides substantial cash flow and is an efficient process given the size and liquidity of the prime mortgage loan secondary capital markets. CTX Mortgage Company, LLC originates mortgage loans and sells them to HSF-I and investors. HSF-I is a variable interest entity for which we are the primary beneficiary and, as of July 1, 2003, it was consolidated with our Financial Services segment. The consolidation of HSF-I resulted in an increase in our residential mortgage loans held for sale with a corresponding increase in our debt. In addition, interest income and interest expense of HSF-I subsequent to June 30, 2003 are reflected in our financial statements.

     The following table quantifies: (1) the volume of loan sales to investors (third parties), and (2) the gains recorded on those sales and related derivative activity, collectively, gain on sale of mortgage loans, which is recorded as revenues for the years ended March 31, 2005 and 2004 (dollars in millions):

	For the Years Ended March 31,
	2005					2004
			% Change
Loan Sales to Investors	$	9,328.6		(28.9	%)	$	13,114.5
Gain on Sale of Mortgage Loans	$	141.7		(42.4	%)	$	245.9

     The decreases in loan sales and gain on sale of mortgage loans are the result of a decrease in the volume of loans originated and sold to investors and an increase in the origination of less profitable adjustable rate mortgages, or ARMs. ARMs as a percentage of total originations were 48% and 23% for the years ended March 31, 2005 and 2004, respectively.

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     Consistent with decreases in loan sales and gain on sale of mortgage loans, revenues for the year ended March 31, 2005, which include revenues from our title and insurance operations, have also decreased. Decreases in gain on sale of mortgage loans and revenues from our title and insurance operations were slightly offset by increases in our fees received in connection with brokering of loans. The table below provides a comparative analysis of mortgage loan originations and applications for the years ended March 31, 2005 and 2004. CTX Mortgage Company, LLC tracks loan applications until such time as the loan application is canceled. Application data presented below includes loans originated in the period and loans scheduled to close in the subsequent periods. Applications canceled were 16,488 and 20,590 for the fiscal years ended March 31, 2005 and 2004.

	For the Years Ended March 31,
	2005					2004
			% Change					% Change
Origination Volume (in millions)	$	13,039.0		(13.7	%)	$	15,116.0		8.0	%
Number of Loans Originated
Builder		22,517		7.9	%		20,865		15.1	%
Retail		44,816		(33.6	%)		67,481		1.0	%
		67,333		(23.8	%)		88,346		4.0	%
Number of Loan Applications
Builder		24,631		2.5	%		24,031		19.5	%
Retail		39,848		(39.2	%)		65,514		(6.3	%)
		64,479		(28.0	%)		89,545		(0.5	%)
Average Loan Size	$	193,600		13.2	%	$	171,100		3.9	%
Profit Per Loan	$	1,425		(24.0	%)	$	1,876		39.0	%

     The decrease in loan originations is primarily the result of a significant decrease in refinancing activity, partially offset by an increase in Builder originations, which resulted from an increase in Home Building’s closings and our continued focus on serving this customer base. For the year ended March 31, 2005, CTX Mortgage Company, LLC originated 73% of the non-cash unit closings of Home Building’s customers, versus 74% for the prior year. Profit per loan decreased in fiscal 2005 due to an increase in the origination of less profitable ARMs, as well as a reduction in operating leverage resulting from a decrease in the volume of loan originations.

     CTX Mortgage Company, LLC’s operations are influenced by borrowers’ perceptions of and reactions to interest rates. Refinancing activity accounted for 21% and 39% of originations in the years ended March 31, 2005 and 2004, respectively. Refinancing activity has declined due to an extended period of relatively low mortgage loan rates, which has reduced the supply of loans likely to be refinanced. Any significant increase in mortgage interest rates above current prevailing levels could affect the ability or willingness of prospective homebuyers to finance home purchases and/or curtail mortgage refinance activity. Although there can be no assurance that these efforts will be successful, we will seek to mitigate the effects of any increase in mortgage interest rates by increasing our market share by adding loan officers and improving their productivity while at the same time seek to improve our operating leverage.

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Sub-Prime Home Equity Lending

     The following summarizes the results of our sub-prime home equity lending operations for the two-year period ended March 31, 2005 (dollars in millions):

	For the Years Ended March 31,
	2005						2004
				% Change						% Change
Revenues	$	685.5			30.1	%	$	526.8			31.3	%
Cost of Sales		(251.8	)		24.7	%		(201.9	)		13.7	%
Selling, General and Administrative Expenses:
Operating Expenses		(226.5	)		25.2	%		(180.9	)		27.8	%
Loan Loss Provision		(98.8	)		24.3	%		(79.5	)		127.8	%
Operating Earnings	$	108.4			68.1	%	$	64.5			36.9	%
Interest Margin	$	315.1			23.8	%	$	254.6			55.3	%
Average Interest Earning Assets	$	7,274.0			30.1	%	$	5,592.2			43.6	%
Average Yield		7.79	%	NM				8.16	%	NM
Average Interest Bearing Liabilities	$	7,498.7			28.8	%	$	5,822.6			43.8	%
Average Rate Paid		3.36	%	NM				3.47	%	NM

     The revenues of Home Equity increased primarily as a result of continued growth in our portfolio of residential mortgage loans held for investment and as a result of a program of whole loan sales to third parties. Our portfolio growth translated into more interest income, our largest component of revenue. Home Equity recorded approximately $42.3 million in net revenue and operating earnings related to the whole loan sales for the year ended March 31, 2005. Whole loan sales have the effect of increasing current revenues but decreasing future interest margin that would have been recognized had the loans been securitized or retained as inventory. The estimated net impact on operating earnings from resulting gain on sale treatment was approximately $21.0 million. A program of whole loan sales is a component of Home Equity’s diversification of funding sources and provides more efficient utilization of capital.

     Cost of sales is comprised of interest expense, which increased in fiscal year 2005 commensurate with increases in our average debt outstanding and increases in interest rates since the prior year.

     Operating expenses for the year ended March 31, 2005 increased as a result of Home Equity’s continued growth. The increase in loan production volume, the expansion of branch offices and the increase in the number of employees led to a corresponding increase in salaries and related costs, rent expense, group insurance costs and advertising expenditures.

     The increase in the loan loss provision for the year ended March 31, 2005 occurred primarily because of the increase in residential mortgage loans held for investment. Also, as the portfolio continues to mature and grow, we expect the provision for losses, the loans charged off and the allowance for losses to continue to increase. For a more detailed discussion of our accounting policy and methodology for establishing the provision for losses, see “Critical Accounting Estimates-Valuation of Residential Mortgage Loans Held for Investment.” Changes in the allowance for losses are included in Note (B), “Residential Mortgage Loans Held for Investment,” of the Notes to Consolidated Financial Statements of this Report.

     The increase in operating earnings for the year ended March 31, 2005 is primarily attributable to the increase in interest margin, which we define as the difference between interest revenue on mortgage loans held for sale or investment and interest expense on debt used to fund the mortgage loans. Interest margin for the year ended March 31, 2005 increased primarily as a result of an increase in the portfolio of mortgage loans held

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for investment. In the current year, interest margin as a percentage of revenues has decreased primarily as a result of an increasing interest rate environment, as well as increased competitive industry conditions. Whole loan sale transactions also contributed to the increase in operating earnings for the year ended March 31, 2005.

     Average interest earning assets and liabilities for the year ended March 31, 2005 increased primarily due to an increase in the volume of loan originations and an increase in average loan size (see table below).

     The following table provides a comparative analysis of mortgage loan originations and applications for the two-year period ended March 31, 2005:

	For the Years Ended March 31,
	2005					2004
			% Change					% Change
Origination Volume (in millions)	$	5,276.3		34.6	%	$	3,920.7		56.4	%
Number of Loans Originated		43,617		19.0	%		36,659		24.5	%
Number of Loan Applications		401,302		17.7	%		340,894		37.4	%
Average Loan Size	$	121,000		13.2	%	$	106,900		25.6	%

     The increase in origination volume was due to an increase in the average loan size and an increase in the overall sales force, which resulted in an increase in the number of loan applications received.

     The following summarizes Home Equity’s portfolio of mortgage loans, classified by the securitization structure used, as of March 31, 2005 and 2004:

	For the Years Ended March 31,
	2005					2004
			% Change					% Change
Servicing Portfolio:
Number of Loans
Portfolio Accounting Method		83,972		10.2	%		76,215		24.8	%
Serviced for Others		16,431		51.3	%		10,858		(18.5	%)
Total		100,403		15.3	%		87,073		17.0	%
Dollars in billions
Portfolio Accounting Method	$	7.91		21.7	%	$	6.50		40.1	%
Serviced for Others		1.40		118.8	%		0.64		(23.8	%)
Total	$	9.31		30.4	%	$	7.14		30.3	%

     Home Equity periodically securitizes its inventory of mortgage loan originations or engages in whole loan sales in order to provide funding for its mortgage operations.

     The majority of Home Equity’s servicing portfolio is accounted for using the portfolio accounting method in accordance with FASB Statement of Financial Accounting Standards, or SFAS, No. 91, “Accounting for Nonrefundable Fees and Costs Associated with Originating or Acquiring Loans and Initial Direct Costs of Leases,” where (1) loan originations are securitized and accounted for as borrowings; (2) interest income is recorded over the life of the loans using the interest (actuarial) method; (3) the mortgage loans receivable and the securitization debt (asset-backed certificates) remain on Home Equity’s balance sheet; and (4) the related interest margin is reflected in the income statement. This structure of securitizations has been utilized since April 1, 2000.

     Another component of Home Equity’s servicing portfolio includes securitizations accounted for as gain on sale in accordance with FASB SFAS No. 125, “Accounting for Transfers and Servicing of Financial Assets

33

and Extinguishments of Liabilities,” where from October 1997 through March 2000, an estimate of the entire gain resulting from the sale was included in earnings during the period in which the securitization transaction occurred. This is referred to as the gain on sale method and is included in the “Serviced for Others” category in the above table. Unlike the portfolio accounting method, our balance sheet does not reflect the mortgage loans receivable or the offsetting debt resulting from these securitizations. However, under the gain on sale method, Home Equity’s retained residual interest in, as well as the servicing rights to, the securitized loans are reflected on the balance sheet. Home Equity carries MSRI at fair value on the balance sheet.

     The “Serviced for Others” category of Home Equity’s servicing portfolio also includes loans sold on a whole loan servicing-retained basis. Home Equity continues to service these loans, which resulted in a $2.8 million servicing asset recorded, based on the present value of estimated future cash flows as of March 31, 2005. For the year ended March 31, 2005, Home Equity’s whole loan sales on a servicing-retained basis totaled $920.4 million. No such sales occurred during fiscal year 2004.

     The structure of Home Equity’s securitizations has no effect on the ultimate amount of profit and cash flow recognized over the life of the mortgages. However, the structure does affect the timing of profit recognition. Under both structures, recourse on the securitized debt is limited to the payments received on the underlying mortgage collateral with no recourse to Home Equity or Centex Corporation. As is common in these structures, Home Equity remains liable for customary loan representations.

     The primary risks in Home Equity’s operations are consistent with those of the financial services industry and include credit risk associated with its loans, liquidity risk related to funding its loans and interest rate risk prior to securitization of the loans. Although the volume of originations in our Home Equity operations is less sensitive to increases in interest rates than CTX Mortgage Company, LLC and its related companies, interest rate increases generally result in decreased interest margins. In addition, it is also subject to prepayment risks (principal reductions in excess of contractually scheduled reductions) associated with loans securitized prior to April 2000. For additional information on Home Equity’s MSRI, see Note (A), “Significant Accounting Policies,” of the Notes to the Consolidated Financial Statements of this Report.

CONSTRUCTION SERVICES

     The following summarizes Construction Services’ results for the two-year period ended March 31, 2005 (dollars in millions):

	For the Years Ended March 31,
	2005					2004
			% Change					% Change
Revenues	$	1,738.6		8.9	%	$	1,596.3		5.2	%
Operating Earnings	$	23.5		43.3	%	$	16.4		(46.6	%)
New Contracts Executed	$	1,992.9		9.3	%	$	1,823.2		112.7	%

	As of March 31,
	2005					2004
			% Change					% Change
Backlog of Uncompleted Contracts	$	2,001.3		14.6	%	$	1,746.4		14.9	%

     Revenues and operating earnings for the year ended March 31, 2005 increased as compared to the prior year. Revenue increases are due to an increase in the number of active projects and an increase in average contract size. As of March 31, 2005, we had 243 active projects, which represents a 14.1% increase over the prior year. The construction services industry continues to experience pricing pressure; however, industry conditions are improving. The increase in new contracts executed and backlog of uncompleted contracts was

34

primarily due to the execution of contracts for multi-unit residential projects. Construction Services defines backlog as the uncompleted portion of all signed contracts.

     Construction Services has also been awarded work that is pending execution of a signed contract. At March 31, 2005 and 2004, such work, which is not included in backlog, was approximately $2.61 billion and $2.03 billion, respectively. There is no assurance that this awarded work will result in future revenues.

OTHER

     Our Other segment includes our home services operations, investment real estate operations, corporate general and administrative expense and interest expense.

     The following summarizes the components of the Other segment’s loss from continuing operations before income tax (dollars in millions):

	For the Years Ended March 31,
	2005						2004
				% Change						% Change
Operating Loss from Home Services Operations	$	(15.8	)		587.0	%	$	(2.3	)		(76.0	%)
Operating Earnings from Investment Real Estate Operations		21.4			(52.2	%)		44.8			31.8	%
Corporate General and Administrative Expenses		(82.9	)		(21.4	%)		(105.5	)		75.0	%
Interest Expense		(22.2	)		(44.4	%)		(39.9	)		(33.8	%)
Operating Loss	$	(99.5	)		(3.3	%)	$	(102.9	)		6.3	%

     The increase in our home services division’s operating loss in the year ended March 31, 2005 is primarily due to an increase in marketing expenses resulting from expansion and growth of our home services operations in the homebuilder customer market, coupled with incremental commissions paid on new sales growth. In addition, in the fourth quarter of fiscal year 2005, we took a charge of $10.0 million to notes receivable received in connection with the sale of our security monitoring center in fiscal year 2004. The fluctuations in our investment real estate division’s operating earnings were primarily related to the timing of property sales.

     Corporate general and administrative expenses represent corporate employee compensation and other corporate costs such as investor communications, insurance, rent and professional services. The decrease in corporate general and administrative expenses in fiscal year 2005 is primarily related to $16 million in incremental executive compensation costs recorded in the prior year for the retirement of an executive officer.

     For the year ended March 31, 2005 and 2004, interest costs include interest expense of $22.2 million and $39.9 million, respectively, and previously capitalized interest included in Home Building’s costs and expenses of $137.0 million and $89.1 million, respectively. Total interest costs, excluding Financial Services’ interest expense, were $159.2 million and $129.0 million for the year ended March 31, 2005 and 2004, respectively. See Note (A), “Significant Accounting Policies,” of the Notes to Consolidated Financial Statements of this Report for further information on interest costs. The increase in total interest costs is primarily related to an increase in average debt outstanding for the year ended March 31, 2005 as compared to the prior year.

     Our effective tax rate related to continuing operations increased to approximately 36% in the year ended March 31, 2005 from 32% in fiscal 2004, primarily due to the reduction in the availability of tax benefits related to the Company’s net operating loss carryforwards in fiscal 2005 as compared to the prior year. See Note (L), “Income Taxes,” of the Notes to Consolidated Financial Statements of this Report for further information on income taxes.

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DISCONTINUED OPERATIONS

     In June 2003, we spun off tax-free to our stockholders substantially all of our manufactured housing operations, and in January 2004, we spun off tax-free to our stockholders our entire equity interest in Construction Products. As a result of the spin-offs, the earnings from these operations for fiscal 2004 and all periods prior to the spin-offs have been reclassified to discontinued operations in the Statements of Consolidated Earnings.

     For the year ended March 31, 2004, discontinued operations had revenues of $461.9 million, and operating earnings of $49.9 million.

FISCAL YEAR 2004 COMPARED TO FISCAL YEAR 2003

HOME BUILDING

     The following summarizes the results of our Home Building operations for the two-year period ended March 31, 2004 (dollars in millions except per unit data and lot information):

	For the Years Ended March 31,
	2004						2003
				% Change						% Change
Revenues — Housing	$	7,438.0			27.8	%	$	5,818.8			18.9	%
Revenues — Land Sales and Other		161.5			55.4	%		103.9			34.2	%
Cost of Sales — Housing		(5,460.8	)		25.2	%		(4,362.7	)		17.8	%
Cost of Sales — Land Sales and Other		(146.4	)		60.4	%		(91.3	)		40.7	%
Selling, General and Administrative Expenses		(1,042.3	)		22.7	%		(849.2	)		16.4	%
Earnings from Unconsolidated Entities		55.3			71.7	%		32.2			29.3	%
Operating Earnings	$	1,005.3			54.3	%	$	651.7			30.6	%
Operating Earnings as a Percentage of Revenues		13.2	%	NM				11.0	%	NM

Domestic

     The following summarizes the results of our Home Building domestic operations for the two-year period ended March 31, 2004:

	For the Years Ended March 31,
	2004					2003
			% Change					% Change
Units Closed		30,358		14.9	%		26,427		15.1	%
Average Unit Sales Price	$	242,465		10.1	%	$	220,183		3.0	%
Operating Earnings Per Unit	$	31,816		33.2	%	$	23,889		12.7	%
Backlog Units		15,414		27.9	%		12,050		28.6	%
Average Operating Neighborhoods		558		7.5	%		519		9.5	%
Closings Per Average Neighborhood		54.4		6.9	%		50.9		5.2	%
Lots Owned		77,475		29.5	%		59,844		37.5	%
Lots Controlled		115,366		62.7	%		70,926		39.6	%
Total Lots Owned and Controlled		192,841		47.5	%		130,770		38.6	%

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     The following summarizes changes in performance indicators for the year ended March 31, 2004 as compared to the prior year.

     The 7.5% growth in neighborhoods achieved in fiscal 2004 was down slightly from the prior year’s growth of 9.5%. During the fiscal year 2004, we added 316 new neighborhoods and closed out of 308 neighborhoods. Our record fourth quarter sales resulted in some existing neighborhoods being “closed out” (i.e., all remaining units sold) earlier than anticipated. In addition, to maximize our pricing opportunities, we delayed the opening of other neighborhoods.

     The increase in closings per average neighborhood in fiscal 2004 was the result of higher sales rates due to our continued focus on market research, activity-based sales management and Internet marketing. Sales orders for the year were strong across all of our operating regions and totaled 33,722 units, an increase of 18% versus the prior year. Home closing volume also increased 15%, to 30,358 homes.

     Strong residential housing market conditions, combined with our geographic, product and segment diversification strategies, continued to drive higher average selling prices. For fiscal 2004, average selling prices were up 10% to $242,465. Average selling prices, excluding California, were up 9% to $210,724 and California’s average selling price was up 13% to $445,462.

     Operating margins for our domestic homebuilding operations improved to 12.8% for the fiscal year from 10.7% in the prior year. Increased unit volume, average selling price increases and continued focus on lowering direct construction and selling, general and administrative costs resulted in margin improvement throughout the Home Building segment. National and regional purchasing programs and local cost reduction and efficiency efforts have helped offset increasing raw material costs experienced throughout the year. We purchase materials, services and land from numerous sources (primarily local vendors), and believe that we can deal effectively with the challenges we may experience relating to the supply or availability of materials, services and land.

     The above factors contributed to the improvement in our operating earnings, which is reflective of our continued focus on our “Quality Growth” strategy, consisting of growing revenue and earnings while expanding margins.

International

     In February 2004, we acquired through merger transactions the Partnership, an investment previously accounted for on the equity method of accounting. Subsequent to the merger, international homebuilding operations of the Partnership have been consolidated with the Home Building segment. Prior period earnings related to the international homebuilding operations of the Partnership, previously reflected in our Investment Real Estate segment, have been reclassified to the Home Building segment to conform to the presentation subsequent to the merger. Included in Home Building’s operating results were revenues and operating earnings of $80.5 million and $14.1 million, respectively, for the one-month period subsequent to the merger. Earnings from unconsolidated entities related to the international homebuilding operations of the Partnership were $25.3 million for the period from April 1, 2003 through February 29, 2004, the date of the merger transactions, and $20.4 million for the fiscal year ended March 31, 2003.

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FINANCIAL SERVICES

     The following summarizes the results of our Financial Services operations for the two-year period ended March 31, 2004 (dollars in millions):

	For the Years Ended March 31,
	2004						2003
				% Change						% Change
Revenues	$	1,047.9			22.6	%	$	855.0			22.2	%
Cost of Sales		(223.8	)		21.3	%		(184.5	)		16.0	%
Selling, General and Administrative Expenses		(593.8	)		16.7	%		(508.7	)		19.4	%
Operating Earnings	$	230.3			42.3	%	$	161.8			41.1	%
Interest Margin	$	302.0			75.2	%	$	172.4			60.1	%
Origination Volume	$	19,036.7			15.4	%	$	16,497.4			13.5	%
Number of Loans Originated		125,005			9.3	%		114,382			6.6	%
Number of Loan Applications		430,439			27.3	%		338,136			35.8	%

Prime Mortgage Lending

     The following summarizes the results of our prime mortgage lending operations, which are conducted by CTX Mortgage Company, LLC and its related companies, for the two-year period ended March 31, 2004 (dollars in millions):

	For the Years Ended March 31,
	2004						2003
				% Change						% Change
Revenues	$	521.1			14.8	%	$	453.9			14.3	%
Cost of Sales		(21.9	)		212.9	%		(7.0	)		(50.7	%)
Selling, General and Administrative Expenses		(333.4	)		0.4	%		(332.2	)		13.2	%
Operating Earnings	$	165.8			44.6	%	$	114.7			28.0	%
Interest Margin	$	47.4			457.6	%	$	8.5			32.8	%
Average Interest Earning Assets	$	1,325.4			567.4	%	$	198.6			(18.5	%)
Average Yield		5.72	%	NM				7.18	%	NM
Average Interest Bearing Liabilities	$	1,246.2			841.2	%	$	132.4			(37.3	%)
Average Rate Paid		1.95	%	NM				4.08	%	NM

     CTX Mortgage Company, LLC originates mortgage loans, holds them for a short period and sells them to HSF-I and investors. HSF-I is a variable interest entity for which we are the primary beneficiary and, as of July 1, 2003, is consolidated with our Financial Services segment. As a result of the consolidation of HSF-I, we recorded a cumulative effect of a change in accounting principle of $13.3 million, net of tax, in the quarter ended September 30, 2003. This cumulative effect of a change in accounting principle primarily represented the deferral of service release premium income, offset to a lesser extent by the deferral of certain loan origination costs, which was recognized as loans were sold into the secondary market. The consolidation of HSF-I resulted in an increase in our residential mortgage loans held for sale with a corresponding increase in our debt of approximately $1.32 billion at March 31, 2004. In addition, interest income and interest expense of HSF-I subsequent to June 30, 2003 are reflected in our financial statements. As a result of the consolidation,

38

interest expense reflected as cost of sales in the table above increased approximately $15 million. HSF-I purchases mortgage loans, at closing, from CTX Mortgage Company, LLC with the proceeds from the issuance of securitized medium term notes, secured liquidity notes and subordinated certificates that are extendable for up to five years. CTX Mortgage Company, LLC and its related companies sold $13.11 billion of mortgage loans to investors during the year ended March 31, 2004. CTX Mortgage Company, LLC sold $10.55 billion of mortgage loans to HSF-I and other investors during the year ended March 31, 2003. CTX Mortgage Company, LLC and its related companies recognized gains on the sale of mortgage loans of $245.9 million and $192.4 million for the years ended March 31, 2004 and 2003, respectively.

     In the normal course of its activities, CTX Mortgage Company, LLC carries inventories of loans pending sale to third-party investors and earns an interest margin. CTX Mortgage Company, LLC uses HSF-I and short-term mortgage warehouse facilities to finance these inventories of loans. The significant increase in interest margin is due to the consolidation of HSF-I interest income and expense in our financial statements subsequent to June 30, 2003.

     The increase in revenues for the year ended March 31, 2004 is the result of an increase in the volume of loans originated and sold to the secondary market, and to a lesser extent, higher revenues from Title and Insurance operations. The table below provides a comparative analysis of mortgage loan originations and applications for the two-year period ended March 31, 2004. CTX Mortgage Company, LLC tracks loan applications until such time as the loan application is canceled. Application data presented below includes loans originated in the period and loans scheduled to close in the subsequent periods. Applications canceled were 20,590 and 18,070 for the fiscal years ended March 31, 2004 and 2003.

	For the Years Ended March 31,
	2004					2003
			% Change					% Change
Origination Volume	$	15,116.0		8.0	%	$	13,991.2		12.4	%
Number of Loans Originated
Builder		20,865		15.1	%		18,127		17.4	%
Retail		67,481		1.0	%		66,807		2.9	%
		88,346		4.0	%		84,934		5.7	%
Number of Loan Applications
Builder		24,031		19.5	%		20,103		23.0	%
Retail		65,514		(6.3	%)		69,883		16.1	%
		89,545		(0.5	%)		89,986		17.6	%
Average Loan Size	$	171,100		3.9	%	$	164,700		6.4	%
Profit Per Loan	$	1,876		39.0	%	$	1,350		18.7	%

     The increase in loan originations is primarily reflective of an increase related to loans originated for Home Building’s customers. CTX Mortgage Company, LLC originated 74% of the non-cash unit closings of Home Building’s customers, an increase of 1% from the prior year. Per-loan profit increased due to increased operational leverage as a result of the increase in the volume of originations, as well as an increase in Title and Insurance earnings.

     CTX Mortgage Company, LLC’s operations are influenced by borrowers’ perceptions of and reactions to interest rates. Refinancing activity accounted for 39% and 42% of originations in 2004 and 2003, respectively.

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Sub-Prime Home Equity Lending

     The following summarizes the results of our sub-prime home equity lending operations for the two-year period ended March 31, 2004 (dollars in millions):

	For the Years Ended March 31,
	2004						2003
				% Change						% Change
Revenues	$	526.8			31.3	%	$	401.1			32.6	%
Cost of Sales		(201.9	)		13.7	%		(177.5	)		22.5	%
Selling, General and Administrative Expenses:
Operating Expenses		(180.9	)		27.8	%		(141.6	)		22.9	%
Loan Loss Provision		(79.5	)		127.8	%		(34.9	)		100.6	%
Operating Earnings	$	64.5			36.9	%	$	47.1			87.6	%
Interest Margin	$	254.6			55.3	%	$	163.9			61.8	%
Average Interest Earning Assets	$	5,592.2			43.6	%	$	3,895.5			48.4	%
Average Yield		8.16	%	NM				8.76	%	NM
Average Interest Bearing Liabilities	$	5,822.6			43.8	%	$	4,049.2			52.6	%
Average Rate Paid		3.47	%	NM				4.38	%	NM

     In fiscal year 2004, Home Equity sold 2% of its mortgage loans originated to a government sponsored enterprise, which were accounted for as sales.

     The revenues of Home Equity increased for the year ended March 31, 2004 as a result of continued growth in our portfolio of residential mortgage loans held for investment. Interest margin increased primarily as a result of an increase in the portfolio of mortgage loans held for investment and a decrease in interest rates on debt used to fund mortgage loans.

     Average interest earning assets and liabilities increased primarily due to an increase in the volume of loan originations and an increase in average loan size (see table below). The fact that the average rate paid on interest bearing liabilities decreased significantly more than the decrease of the yield earned on interest earning assets, coupled with the increase in originations resulted in the increase in net interest margin.

     The following summarizes Home Equity’s portfolio of mortgage loans, based on the securitization structure, as of March 31, 2004 and 2003:

	For the Years Ended March 31,
	2004					2003
			% Change					% Change
Servicing Portfolio:
Number of Loans
Portfolio Accounting Method		76,215		24.8	%		61,073		35.1	%
Other		10,858		(18.5	%)		13,329		(24.4	%)
Total		87,073		17.0	%		74,402		18.4	%
Dollars in billions
Portfolio Accounting Method	$	6.50		40.1	%	$	4.64		42.8	%
Other		0.64		(23.8	%)		0.84		(25.0	%)
Total	$	7.14		30.3	%	$	5.48		25.4	%

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     The following table provides a comparative analysis of mortgage loan originations and applications for the two-year period ended March 31, 2004:

	For the Years Ended March 31,
	2004					2003
			% Change					% Change
Origination Volume	$	3,920.7		56.4	%	$	2,506.2		19.8	%
Number of Loans Originated		36,659		24.5	%		29,448		9.2	%
Number of Loan Applications		340,894		37.4	%		248,150		43.9	%
Average Loan Size	$	106,900		25.6	%	$	85,100		9.7	%

     The increase in origination volume was due to an increase in the average loan size and an increase in the overall sales force, which resulted in an increase in the number of loan applications received.

     The increase in Home Equity’s operating earnings is primarily the result of the increase in interest margin, as noted above. Interest income will be positively affected as the portfolio of mortgage loans held for investment increases and matures. The increase in interest margin was partially offset by an increase in servicing and production costs, mostly attributable to loan volume and loan servicing growth, and an increase in the provision for losses on residential mortgage loans held for investment.

     Home Equity’s selling, general and administrative expenses increased as a result of Home Equity’s growth. Home Equity’s increase in loan production volume, the expansion of its branch offices and the increase in the number of its employees are directly related to a corresponding increase in salaries and related costs, rent expense, group insurance costs and advertising expenditures. The remainder of the increase was due to an increase in the provision for loan losses.

     The increase in the provision for losses in fiscal 2004 occurred primarily because the amount of the residential mortgage loans held for investment increased and the residential mortgage loan portfolio continued to mature. As the age and size of the residential mortgage loan portfolio continues to mature and grow, we expect the provision for losses, the loans charged off and the allowance ratios to continue to increase. For a more detailed discussion of our accounting policy and methodology for establishing the provision for losses, see “Critical Accounting Estimates — Valuation of Residential Mortgage Loans Held for Investment” of this Report. Changes in the allowance for losses is included in Note (C), “Allowance for Losses on Residential Mortgage Loans Held for Investment,” of the Notes to Consolidated Financial Statements of this Report.

CONSTRUCTION SERVICES

     The following summarizes Construction Services’ results for the two-year period ended March 31, 2004 (dollars in millions):

	For the Years Ended March 31,
	2004					2003
			% Change					% Change
Revenues	$	1,596.3		5.2	%	$	1,517.9		17.1	%
Operating Earnings	$	16.4		(46.6	%)	$	30.7		(15.2	%)
New Contracts Executed	$	1,823.2		112.7	%	$	857.0		(41.1	%)
Backlog of Uncompleted Contracts	$	1,746.4		14.9	%	$	1,519.5		(30.3	%)

     Operating earnings for Construction Services decreased as a result of increased pricing pressure, which in turn has reduced Construction Services’ operating margins. In addition, in fiscal 2004, Construction Services

41

recorded a project loss of $4.5 million related to the construction of a distribution facility and incurred approximately $2.7 million of costs associated with its decision to exit the pharmaceutical and industrial construction markets. The increases in new contracts executed and backlog of uncompleted contracts were the result of our strategy to increase market share by focusing on key geographic markets and certain industry markets.

     Construction Services has also been awarded work that is pending execution of a signed contract. At March 31, 2004 and 2003, such work, which is not included in backlog, was approximately $2.03 billion and $1.94 billion, respectively. There is no assurance that this awarded work will result in future revenues.

OTHER

     Our Other segment includes our home services operations, investment real estate operations, corporate general and administrative expense and interest expense. In June 2003, we spun off tax-free substantially all of our investment in manufactured housing operations, which had previously been included in the Other segment. As a result of the spin-off, manufactured housing operations are reflected as a discontinued operation and not included in the segment information below.

     As described in “Item 1. Business,” the Company acquired Holding and the Partnership in February 2004. Subsequent to the merger, the Company has consolidated the financial results of the Partnership. As a result, the Company has realigned its reporting for the Partnership, such that the Partnership’s international homebuilding operations are included in the Home Building business segment. The Partnership’s domestic operations continue to be reported within our investment real estate operations. The Company has determined that no significant capital will be allocated to our investment real estate operations for new business development. Beginning April 1, 2004, the financial results of our investment real estate operations are included in the Other business segment. Prior period amounts have been reclassified to conform to the current year presentation.

     Other consisted of the following (dollars in millions):

	For the Years Ended March 31,
	2004						2003
				% Change						% Change
Operating Loss from Home Services Operations	$	(2.3	)		(76.0	%)	$	(9.6	)		(340.0	%)
Operating Earnings from Investment Real Estate Operations		44.8			31.8	%		34.0			(5.0	%)
Corporate General and Administrative Expense		(105.5	)		75.0	%		(60.3	)		20.1	%
Interest Expense		(39.9	)		(33.8	%)		(60.3	)		2.9	%
Other		—			(100.0	%)		(0.6	)		—	%
Operating Loss	$	(102.9	)		6.3	%	$	(96.8	)		39.1	%

     The decrease in our home services division’s operating loss in fiscal 2004 was primarily due to an $8.0 million provision recorded in the fourth quarter of fiscal 2003 to reduce the carrying value of its remaining home security monitoring assets to estimated fair value. Our home services operations sold substantially all of its remaining security monitoring assets in fiscal 2004. The sale of these operations did not have a material effect on home services’ operating loss in fiscal 2004.

     The changes in operating earnings of our investment real estate operations were primarily related to the timing of property sales. Property sales contributed operating earnings of $30.8 million for the year ended March 31, 2004 and $18.3 million for the year ended March 31, 2003. The timing of sales is uncertain and can vary significantly from period to period.

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     Corporate general and administrative expenses represent corporate employee compensation and other corporate costs such as investor communications, insurance, rent and professional services. The increase in corporate general and administrative expenses is primarily related to compensation increases reflective of additional personnel to support the growth in our operations and higher performance-related compensation levels due to the expensing of stock options and increases in our earnings and returns. In addition, in fiscal 2004, we recorded an incremental $16 million in employee compensation related to acceleration of certain executive compensation costs for the March 31, 2004 retirement of an executive officer.

     Total interest costs, including interest expensed and relieved to Home Building’s costs and expenses and excluding interest to Financial Services, for the years ended March 31, 2004 and 2003, were $129.0 million and $109.8 million, respectively. The increase in total interest costs is primarily related to an increase in average debt outstanding for the fiscal year 2004, as compared to the prior year. This increase is offset by slightly lower borrowing costs in the fiscal year 2004, as compared to the prior year. For additional discussion of interest costs, see Note (A), “Significant Accounting Policies” of the Notes to Consolidated Financial Statements of this Report.

     Our effective tax rate related to continuing operations increased to 32% from 30% in the prior year primarily due to the decrease in the utilization of net operating loss carryforwards during fiscal 2004 compared to fiscal 2003.

DISCONTINUED OPERATIONS

     In June 2003, we spun off tax-free to our stockholders substantially all of our manufactured housing operations, and in January 2004, we spun off tax-free to our stockholders our entire equity interest in Construction Products. As a result of the spin-offs, the earnings from these operations have been reclassified to discontinued operations in the Statements of Consolidated Earnings. All prior period information related to these discontinued operations has been reclassified to be consistent with the March 31, 2005 presentation.

     For the years ended March 31, 2004 and 2003, discontinued operations had revenues of $461.9 million and $643.2 million and operating earnings of $49.9 million and $47.5 million, respectively. In connection with the tax-free distribution of our interests in Construction Products, we recognized, as a component of discontinued operations, a tax benefit of $33.5 million. The tax benefit is a result of the reversal of a deferred tax liability for the difference between the financial carrying amount of our investment in Construction Products and the respective tax basis, which was no longer required given the tax-free nature of the distribution. In connection with the spin-offs, we recorded a dividend to stockholders of $420.3 million representing our net investments in manufactured housing operations and Construction Products on the respective spin-off dates.

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FINANCIAL CONDITION AND LIQUIDITY

     The consolidating net cash used in or provided by the operating, investing and financing activities for the years ended March 31, 2005, 2004 and 2003 is summarized below (dollars in thousands). See “Statements of Consolidated Cash Flows with Consolidating Details” of this Report for the detail supporting this summary.

	For the Years Ended March 31,
	2005			2004			2003
Net Cash (Used in) Provided by
Centex*
Operating Activities	$	(596,198	)	$	(347,219	)	$	(54,859	)
Investing Activities		39,375			(33,361	)		31,127
Financing Activities		891,926			99,381			281,645
Effect of Exchange Rate on Cash		(5,385	)		692			—
		329,718			(280,507	)		257,913
Financial Services
Operating Activities		150,201			1,090,135			(39,443	)
Investing Activities		(1,526,148	)		(1,931,321	)		(1,412,615	)
Financing Activities		1,369,956			844,373			1,440,015
		(5,991	)		3,187			(12,043	)
Centex Corporation and Subsidiaries
Operating Activities		(458,268	)		675,227			(3,579	)
Investing Activities		(1,523,502	)		(1,896,493	)		(1,545,988	)
Financing Activities		2,310,882			943,254			1,795,437
Effect of Exchange Rate on Cash		(5,385	)		692			—
Net Increase (Decrease) in Cash	$	323,727		$	(277,320	)	$	245,870

* “Centex” represents a supplemental presentation that reflects the Financial Services segment as if accounted for under the equity method. We believe that separate disclosure of the consolidating information is useful because the Financial Services subsidiaries operate in a distinctly different financial environment that generally requires significantly less equity to support their higher debt levels compared to the operations of our other subsidiaries; the Financial Services subsidiaries have structured their financing programs substantially on a stand alone basis; and Centex has limited obligations with respect to the indebtedness of our Financial Services subsidiaries. Management uses this information in its financial and strategic planning. We also use this presentation to allow investors to compare us to homebuilders that do not have financial services operations.

     We generally fund our Centex operating and other short-term liquidity needs through cash provided by operations, borrowings from commercial paper and the issuance of senior debt. Centex’s operating cash is derived primarily through home and land sales from our Home Building segment and general contracting fees obtained through our Construction Services segment. During fiscal 2005, cash was primarily used in Centex’s operating activities to finance increases in Home Building inventories relating to the increased level of sales and resulting units under construction during the year, and for the acquisition of land held for development. The funds provided by Centex’s financing activities were primarily from debt issued to fund the increased homebuilding activity.

     We generally fund our Financial Services’ operating and other short-term liquidity needs through securitizations, committed credit facilities, proceeds from the sale of mortgage loans to investors and cash flows from operations. Financial Services’ operating cash is derived primarily through sales of mortgage loans, interest income on mortgage loans held for investment and origination and servicing fees. Effective July 1, 2003, Financial Services consolidated $2.48 billion of HSF-I’s residential mortgage loans held for sale. The initial consolidation of HSF-I was not reflected in the Statements of Consolidated Cash Flows, as it was a non-cash transaction. As these mortgage loans were sold in the secondary market, an inflow of cash from operating activities occurred. During fiscal 2005, cash was primarily used in Financial Services’ investing activities to finance increases in residential mortgage loans held for investment. For additional discussion on the consolidation of HSF-I in June 2003, see Note (F), “Indebtedness,” of the Notes to Consolidated Financial

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Statements of this Report. The funds provided by Financial Services’ financing activities were primarily from new debt used to fund the increased residential mortgage loan activity.

     Our future cash requirements for contractual obligations as of March 31, 2005 (in thousands) are illustrated in the following table:

	Payments Due by Period
	Less Than		1 - 3		3 - 5		More Than
	1 Year		Years		Years		5 Years		Total
Centex
Long-term Debt (1)	$	517,754	$	1,259,721	$	460,233	$	1,865,899	$	4,103,607
Capital Leases		628		505		47		—		1,180
Operating Leases		41,285		74,534		58,563		51,225		225,607
Purchase Obligations		42,055		5,875		76		—		48,006
		601,722		1,340,635		518,919		1,917,124		4,378,400
Financial Services
Long-term Debt (2)		2,945,787		3,577,024		924,595		342,188		7,789,594
Operating Leases		22,709		32,341		16,868		14,001		85,919
		2,968,496		3,609,365		941,463		356,189		7,875,513
	$	3,570,218	$	4,950,000	$	1,460,382	$	2,273,313	$	12,253,913

(1)	The amount of debt subject to a variable interest rate is $459.4 million, of which $298.0 million was based on the U.S. 3 month Libor rate of 3.12% at March 31, 2005, $22.4 million was based on the U.S. 1 month Libor rate of 2.87% at March 31, 2005 and $139.0 million was based on the U.K. 3 month Libor rate of 4.98% at March 31, 2005.
(2)	The amount of debt subject to a variable interest rate is $4.39 billion. The basis of the rate is U.S. 1 month Libor which was 2.87% at March 31, 2005.

     As outlined above, our primary contractual obligations are principal and interest payments under long-term debt agreements and lease payments under operating leases. Purchase obligations primarily represent specific performance agreements of our Home Building segment that in essence may require us to purchase the land contingent upon the land seller meeting certain obligations, joint funding obligations and open purchase orders. Financial Services long-term debt associated with Home Equity includes Asset-Backed Certificates related to securitized residential mortgage loans structured as collateralized borrowings. The principal and interest on these certificates are paid from the liquidation of the underlying residential mortgage loans, which serve as collateral for the debt. Accordingly, the timing of the principal payments on these certificates is dependent upon the payments received on the underlying residential mortgage loans. The contractual obligations of this component of long-term debt are based on contractual maturities adjusted for projected prepayments.

     Our contractual obligations will be funded in the ordinary course of business through our operating cash flows and through our credit facilities. Centex Corporation currently has an investment-grade credit rating from each of the principal credit rating agencies. Our ability to finance our activities on favorable terms is dependent to a significant extent on whether we are able to maintain our investment-grade credit ratings. We attempt to manage our debt levels in order to maintain investment-grade ratings. If, however, our debt ratings were downgraded, we would not have access to the commercial paper markets and might need to draw on our existing committed backup facility, which exceeds the size of our commercial paper program.

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     Our existing credit facilities and available capacity as of March 31, 2005 are summarized below (dollars in thousands):

	Existing Credit		Available
	Facilities		Capacity
Centex
Centex Corporation
Multi-Bank Revolving Credit Facility	$	800,000	$	800,000	(1)
Multi-Bank Revolving Letter of Credit Facility		300,000		71,391	(2)
		1,100,000		871,391	(3)
International Homebuilding
Multi-Bank Revolving Credit Facility		319,430		180,384
Bonding Facility		14,093		14,093
		333,523		194,477	(4)
Financial Services
Secured Credit Facilities		515,000		324,221	(5)
Harwood Street Funding I, LLC Facility		3,000,000		1,494,000
Harwood Street Funding II, LLC Facility		2,500,000		1,574,229
		6,015,000		3,392,450
	$	7,448,523	$	4,458,318	(6)

(1)	This is an unsecured, committed, multi-bank revolving credit facility, maturing in July 2007, which serves as backup for commercial paper borrowings. As of March 31, 2005, there were no borrowings under this backup facility, and our $700 million commercial paper program had no amounts outstanding. We have not borrowed under this revolving credit facility since its inception.
(2)	This is an unsecured, committed, multi-bank revolving letter of credit facility, maturing in July 2005. Letters of credit under this facility may expire no later than July 2006.
(3)	In conjunction with the issuance of surety bonds in support of our Construction Services activity, Centex Corporation will provide letters of credit of up to $100 million if Centex Corporation’s public debt ratings fall below investment grade. In support of this ratings trigger, we maintain a minimum of $100 million in unused committed credit at all times.
(4)	The international homebuilding operations maintain a £170 ($319) million unsecured, committed, multi-bank revolving credit facility, maturing in February 2008, and a £7.5 ($14) million unsecured, uncommitted bonding facility, each of which is guaranteed by Centex Corporation.
(5)	CTX Mortgage Company, LLC and its related companies and Home Equity share in a $250 million secured, committed credit facility to finance mortgage inventory. CTX Mortgage Company, LLC and its related companies also maintain $265 million of secured, committed mortgage warehouse facilities to finance mortgages. In April 2005, Home Equity completed a transaction which will permit it to securitize its mortgage servicer advances in an amount up to $100 million with a final maturity of May 2011. This facility has no recourse to Centex Corporation.
(6)	The amount of available capacity consists of $4,444.2 million of committed capacity and $14.1 million of uncommitted capacity as of March 31, 2005. Although we believe that the uncommitted capacity is currently available, there can be no assurance that the lenders under these facilities would elect to make advances if and when requested to do so.

     CTX Mortgage Company, LLC finances its inventory of mortgage loans held for sale principally through the sale of loans to HSF-I. HSF-I acquires mortgage loans from CTX Mortgage Company, LLC, holds them on average approximately 60 days and then resells them into the secondary market. HSF-I obtains the funds needed to purchase eligible mortgage loans from CTX Mortgage Company, LLC by issuing (1) short-term secured liquidity notes, (2) medium-term debt and (3) subordinated certificates. As of March 31, 2005, HSF-I had outstanding (1) short-term secured liquidity notes rated A1+ by Standard & Poor’s, or S&P, and P-1 by Moody’s Investors Service, or Moody’s, (2) term notes rated A1+ by S&P and P-1 by Moody’s and (3)

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subordinated certificates maturing in September 2009, extendable for up to five years, rated BBB by S&P and Baa2 by Moody’s. The purpose of this arrangement is to allow CTX Mortgage Company, LLC to reduce the cost of financing the mortgage loans originated by it and to improve its liquidity. Because HSF-I is a consolidated entity, the debt, interest income and interest expense of HSF-I are reflected in the financial statements of Financial Services.

     Home Equity finances its inventory of mortgage loans held for investment principally through Harwood Street Funding II, or HSF-II, a wholly-owned, consolidated entity, under a revolving sales agreement that expires upon final payment of the senior and subordinated debt issued by HSF-II. This arrangement, where HSF-II has committed to finance all eligible loans, gives Home Equity daily access to HSF-II’s capacity of $2.5 billion. HSF-II obtains funds by issuing (1) short-term secured liquidity notes, (2) medium-term debt and (3) subordinated notes. As of March 31, 2005, HSF-II had outstanding (1) short-term secured liquidity notes rated A1+ by S&P, P-1 by Moody’s and F1+ by Fitch Ratings, or Fitch and (2) subordinated notes rated BBB by S&P, Baa2 by Moody’s, and BBB by Fitch. Because HSF-II is a consolidated entity, the debt, interest income and interest expense of HSF-II are reflected in the financial statements of Financial Services.

     Under our debt covenants, we are required to maintain certain leverage and interest coverage ratios and a minimum tangible net worth. At March 31, 2005, we were in compliance with all of these covenants.

     As of March 31, 2005, our short-term debt was $2.48 billion, most of which was applicable to Financial Services. Certain of Centex’s short-term borrowings vary on a seasonal basis and are generally financed at prevailing market interest rates under our commercial paper program.

     Our outstanding debt (in thousands) as of March 31, 2005 was as follows (due dates are presented in fiscal years):

Centex
Short-term Debt:
Short-term Note Payable	$	7,870
Senior Debt:
Medium-term Note Programs, weighted-average 4.59%, due through 2008		398,000
Senior Notes, weighted-average 6.32%, due through 2015		2,458,547
Other Indebtedness, weighted-average 5.53%, due through 2015		182,716
Subordinated Debt:
Subordinated Debentures, 8.75%, due in 2007		99,838
Subordinated Debentures, 7.38%, due in 2006		99,992
		3,246,963
Financial Services
Short-term Debt:
Short-term Notes Payable		190,779
Harwood Street Funding I, LLC Term Notes		250,000
Harwood Street Funding I and II, LLC Secured Liquidity Notes		2,027,097
Home Equity Asset-Backed Certificates, weighted-average 3.63%, due through 2035		7,099,520
Harwood Street Funding I, LLC Variable-Rate Subordinated Extendable Certificates, weighted-average 4.87%, due through 2010		60,000
Harwood Street Funding II, LLC Variable-Rate Subordinated Notes, weighted-average 5.02%, due through 2009		93,750
		9,721,146
Total	$	12,968,109

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CERTAIN OFF-BALANCE SHEET OBLIGATIONS

     The following is a summary of certain off-balance sheet arrangements and other obligations and their possible effects on our liquidity and capital resources.

Joint Ventures

     We conduct a portion of our land acquisition, development and other activities through our participation in joint ventures in which we hold less than a majority equity interest. These land related activities typically require substantial capital, and partnering with other developers allows Home Building to share the risks and rewards of ownership while providing for efficient asset utilization. Our investment in these non-consolidated joint ventures was $163.9 million and $140.1 million at March 31, 2005 and 2004, respectively. These joint ventures had total outstanding secured land acquisition and development debt of approximately $426.3 million and $202.2 million at March 31, 2005 and 2004, respectively. We are liable, on a contingent basis, through limited guarantees, letters of credit or other arrangements, with respect to a portion of the secured land acquisition and development debt of certain of the joint ventures, which we refer to as the recourse joint ventures. Our maximum potential liability with respect to the debt of the recourse joint ventures, based on our ownership percentage of the recourse joint ventures, is approximately $160.1 million and $73.2 million at March 31, 2005 and March 31, 2004, respectively. For certain of the joint ventures, we have also guaranteed the completion of the project by the joint ventures and agreed to indemnify the construction lender for certain environmental liabilities with respect to the project. For a discussion of the impact of new accounting pronouncements on our accounting for transactions with non-consolidated joint ventures, see “Recent Accounting Pronouncements” of this Report.

CRITICAL ACCOUNTING ESTIMATES

     Some of our critical accounting policies require the use of judgment in their application or require estimates of inherently uncertain matters. Our accounting policies are in compliance with generally accepted accounting principles; however, a change in the facts and circumstances of the underlying transactions could significantly change the application of the accounting policies and the resulting financial statement impact. Listed below are those policies that we believe are critical and require the use of complex judgment in their application. Our critical accounting estimates have been discussed with members of the Audit Committee.

Impairment of Long-Lived Assets

     Housing projects and land held for development and sale are stated at the lower of cost (including direct construction costs, capitalized interest and real estate taxes) or fair value less cost to sell. Property and equipment is carried at cost less accumulated depreciation. We assess these assets for recoverability in accordance with the provisions of Statement of Financial Accounting Standards No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” or SFAS No. 144. SFAS No. 144 requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets is measured by comparing the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. These evaluations for impairment are significantly impacted by estimates of revenues, costs and expenses and other factors. If long-lived assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. No significant impairments of long-lived assets were recorded in fiscal 2005, 2004 or 2003.

Goodwill

     Goodwill represents the excess of purchase price over net assets of businesses acquired. See Note (E), “Goodwill,” of the Notes to Consolidated Financial Statements of this Report for a summary of the changes in goodwill by segment. We adopted the provisions of Statement of Financial Accounting Standards No. 142,

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“Goodwill and Other Intangible Assets,” or SFAS No. 142, effective April 1, 2001. Upon the adoption of SFAS No. 142, goodwill is no longer subject to amortization. Rather, goodwill will be subject to at least an annual assessment for impairment (conducted as of January 1), at the reporting unit level, by applying a fair value-based test. If the carrying amount exceeds the fair value, an impairment has occurred. We continually evaluate whether events and circumstances have occurred that indicate the remaining balance of goodwill may not be recoverable. Fair value is estimated using a discounted cash flow or market valuation approach. Such evaluations for impairment are significantly impacted by estimates of future revenues, costs and expenses and other factors. If the goodwill is considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the goodwill exceeds the fair value. We had no impairment of goodwill in fiscal 2005, 2004 or 2003.

Inventory Valuation

     Housing projects and land held for development and sale are stated at the lower of cost (including direct construction costs, capitalized interest and real estate taxes) or fair value less cost to sell.

     Home construction costs are accumulated on a specific identification basis. Under the specific identification basis, costs and expenses includes the specific construction costs of each home and all applicable land acquisition, land development and related costs. Construction costs for homes closed includes amounts paid through the closing date of the home, plus an accrual for costs incurred but not yet paid, based on an analysis of budgeted construction costs. Land acquisition and development costs are estimated based on the total costs expected in a project. Any changes to the estimated total development costs identified subsequent to the initial home closings in a project are generally allocated to the remaining homes in the project.

     Land held for development and sale includes the cost of land purchased for development, deposits for land purchases and related acquisition costs. A liability has been established based on our historical experience, to anticipate that some of the amounts capitalized as land and land development cost will not ultimately be acquired. When it is probable that the land will not be acquired, the deposit and related acquisition costs are charged to the liability.

Land Held Under Option Agreements Not Owned

     In order to ensure the future availability of land for homebuilding, the Company enters into lot option purchase agreements with unaffiliated third parties. Under the option agreements, the Company pays a stated deposit in consideration for the right to purchase land at a future time, usually at predetermined prices. These options generally do not contain performance requirements from the Company nor obligate the Company to purchase the land.

     The Company has evaluated those entities with which we entered into lot option agreements in accordance with the provisions of FIN 46. The provisions of FIN 46 require the Company to consolidate the financial results of a variable interest entity if the Company is the primary beneficiary of the variable interest entity. Variable interest entities are entities in which (1) equity investors do not have a controlling financial interest and/or (2) the entity is unable to finance its activities without additional subordinated financial support from other parties. The primary beneficiary of a variable interest entity is the owner or investor that absorbs a majority of the variable interest entity’s expected losses and/or receives a majority of the variable interest entity’s expected residual returns.

     The Company determines if it is the primary beneficiary of variable interest entities based upon analysis of the variability of the expected gains and losses of the variable interest entity. Expected gains and losses of the variable interest entity are highly dependent upon management’s estimates of the variability and probabilities of future land prices, the probabilities of expected cash flows and entitlement risks related to the underlying land, among other factors. Based on this evaluation, if the Company is the primary beneficiary of those entities with which we have entered into lot option agreements, the variable interest entity is consolidated.

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For purposes of consolidation, to the extent financial statements are available, the Company consolidates the assets and liabilities of the variable interest entity. If financial statements for the variable interest entity are not available, the Company records the remaining purchase price of land in the Consolidated Balance Sheets under the caption, land held under option agreements not owned, with a corresponding increase in minority interests. Lot option deposits related to these options are also reclassified to land held under option agreements not owned. To the extent we do not exercise our option to purchase such land, the amount of the lot option deposit and any letters of credit represent our maximum exposure to loss.

     See Note (I), “Land Held Under Option Agreements Not Owned and Other Land Deposits,” of the Notes to Consolidated Financial Statements of this Report for further discussion on the results of our analysis of lot option agreements.

Valuation of Residential Mortgage Loans Held for Investment

     Home Equity originates and purchases loans in accordance with standard underwriting criteria. The underwriting standards are primarily intended to assess the creditworthiness of the mortgagee, the value of the mortgaged property and the adequacy of the property as collateral for the home equity loan.

     Home Equity establishes an allowance for losses by recording a provision for losses in the statement of consolidated earnings when it believes a loss has occurred. When Home Equity determines that a residential mortgage loan held for investment is partially or fully uncollectible, the estimated loss is charged against the allowance for losses. Recoveries on losses previously charged to the allowance are credited to the allowance at the time the recovery is collected.

     We evaluate the allowance on an aggregate basis considering, among other things, the relationship of the allowance to the amount of residential mortgage loans held for investment and historical credit losses. The allowance reflects our judgment of the present loss exposure at the end of the reporting period. A range of expected credit losses is estimated using historical losses, static pool loss curves and delinquency modeling. These tools take into consideration historical information regarding delinquency and loss severity experience and apply that information to the portfolio at each reporting date.

     Although we consider the allowance for losses on residential mortgage loans held for investment reflected in our consolidated balance sheet to be adequate, there can be no assurance that this allowance will prove to be sufficient over time to cover ultimate losses. This allowance may prove to be insufficient due to unanticipated adverse changes in the economy or discrete events adversely affecting specific customers or industries. See Note (C), “Allowance for Losses on Residential Mortgage Loans Held for Investment,” of the Notes to Consolidated Financial Statements of this Report for a discussion of the changes in the allowance for losses.

Mortgage Securitization Residual Interest

     Home Equity uses mortgage securitizations to finance its mortgage loan portfolio. For securitizations prior to April 2000, which Home Equity accounted for as sales, Home Equity retained a MSRI. The MSRI represents the present value of Home Equity’s right to receive, over the life of the securitization, the excess of the weighted-average coupon on the loans securitized over the interest rates on the securities sold, a normal servicing fee, a trustee fee and an insurance fee, where applicable, net of the credit losses relating to the loans securitized. Home Equity estimates the fair value of MSRI through the application of discounted cash flow analysis. Such analysis requires the use of various assumptions, the most significant of which are anticipated prepayments (principal reductions in excess of contractually scheduled reductions), estimated future credit losses and the discount rate applied to future cash flows. See Note (A), “Significant Accounting Policies,” of the Notes to Consolidated Financial Statements of this Report for a discussion of the sensitivity of the MSRI to changes in the assumptions.

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Loan Origination Reserve

     CTX Mortgage Company, LLC has established a liability for anticipated losses associated with loans originated based upon, among other factors, historical loss rates and current trends in loan originations. This liability includes losses associated with certain borrower payment defaults, credit quality issues, or misrepresentation and reflects management’s judgment of the loss exposure at the end of the reporting period.

     Although we consider the loan origination reserve reflected in our consolidated balance sheet at March 31, 2005 to be adequate, there can be no assurance that this reserve will prove to be sufficient over time to cover ultimate losses in connection with our loan originations. This reserve may prove to be inadequate due to unanticipated adverse changes in the economy or discrete events adversely affecting specific customers or industries.

Warranty Accruals

     Home Building offers a ten-year limited warranty for most homes constructed and sold in the United States and in the United Kingdom. The warranty covers defects in materials or workmanship in the first two years of the home and certain designated components or structural elements of the home in the third through tenth years. In California, effective January 1, 2003, Home Building began following the statutory provisions of Senate Bill 800, which in part provides a statutory warranty to customers and a statutory dispute resolution process. Home Building estimates the costs that may be incurred under its warranty program for which it will be responsible and records a liability at the time each home is closed. Factors that affect Home Building’s warranty liability include the number of homes closed, historical and anticipated rates of warranty claims and cost per claim. Home Building periodically assesses the adequacy of its recorded warranty liability and adjusts the amounts as necessary. Although we consider the warranty accruals reflected in our consolidated balance sheet to be adequate, there can be no assurance that this accrual will prove to be sufficient over time to cover ultimate losses.

Insurance Accruals

     We have certain deductible limits under our workers’ compensation, automobile and general liability insurance policies for which reserves are actuarially determined based on claims filed and an estimate of claims incurred but not yet reported. Projection of losses concerning these liabilities is subject to a high degree of variability due to factors such as claim settlement patterns, litigation trends and legal interpretations, among others. We periodically assess the adequacy of our insurance accruals and adjust the amounts as necessary. Although we consider the insurance accruals reflected in our consolidated balance sheet to be adequate, there can be no assurance that this accrual will prove to be sufficient over time to cover ultimate losses.

RECENT ACCOUNTING PRONOUNCEMENTS

     In December 2004, the FASB issued a revision to SFAS No. 123 entitled “Share-Based Payment,” or SFAS 123R. Share-based payments are transactions in which an enterprise receives employee services in exchange for (1) equity instruments of the enterprise or (2) liabilities that are based on the fair value of the enterprise’s equity instruments or that may be settled by the issuance of such equity instruments. SFAS 123R requires companies to recognize in the income statement the grant-date fair value of stock options and other equity-based compensation issued to employees, but expresses no preference for a type of valuation model. SFAS 123R supersedes APB No. 25 and is effective for annual periods beginning after June 15, 2005. SFAS 123R is not expected to have a material impact on the Company’s results of operations or financial position.

     In December 2004, the FASB issued Staff Position 109-1, or FSP 109-1, Application of FASB Statement No. 109, or FASB No. 109, “Accounting for Income Taxes,” to the Tax Deduction on Qualified Production Activities Provided by the American Jobs Creation Act of 2004. FSP 109-1 clarifies guidance that applies to the new deduction for qualified domestic production activities. When fully phased-in, the deduction

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will be up to 9% of the lesser of “qualified production activities income” or taxable income. FSP 109-1 clarifies that the deduction should be accounted for as a special deduction under FASB No. 109 and will reduce tax expense in the period or periods during which the amounts are deductible on the tax return. Although this provision does not impact the fiscal year 2005 financial statements, the Company believes the new deduction for qualified domestic production activities will likely result in a benefit to the Company’s financial statements in future periods. The Company is currently quantifying the potential benefit of this provision.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

     Various sections of this Report, including Business and Management’s Discussion and Analysis of Financial Condition and Results of Operations contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the context of the statement and generally arise when we are discussing our beliefs, estimates or expectations. Generally, the words “believe,” “expect,” “intend,” “estimate,” “anticipate,” “project,” “will” and similar expressions identify forward-looking statements, including statements relating to expected operating and performance results, plans and objectives of management, future developments in the industries in which we participate and other trends, developments and uncertainties that may affect our business in the future. These statements are not historical facts or guarantees of future performance but instead represent only our belief at the time the statements were made regarding future events, which are subject to significant risks, uncertainties, and other factors, many of which are outside of the Company’s control. Actual results and outcomes may differ materially from what we express or forecast in these forward-looking statements. All forward-looking statements made in this Report are made as of the date hereof, and the risk that actual results will differ materially from expectations expressed in this Report will increase with the passage of time. We undertake no commitment, and disclaim any duty, to update or revise any forward-looking statement to reflect future events or changes in our expectations.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     We are exposed to market risks related to fluctuations in interest rates on our direct debt obligations, on mortgage loans receivable, residual interest in mortgage securitizations and securitizations classified as debt. The following analysis provides a framework to understand our sensitivity to hypothetical changes in interest rates as of March 31, 2005.

     We have utilized derivative instruments, including interest rate swaps, in conjunction with our overall strategy to manage the outstanding debt that is subject to changes in interest rates. As of March 31, 2005, we had interest rate swap agreements that in effect converted $2.68 billion of our variable-rate debt outstanding into fixed-rate debt. We recognize amounts paid or received under interest rate swap agreements as adjustments to interest expense.

     Financial Services, through CTX Mortgage Company, LLC and its related companies, enters into interest rate lock commitments, or IRLCs with its customers under which CTX Mortgage Company, LLC and its related companies agree to make mortgage loans at agreed upon rates within a period of time, generally from 1 to 30 days, if certain conditions are met. Initially, the IRLCs are treated as derivative instruments and their fair value is recorded on the balance sheet in other assets or accrued liabilities. Subsequent changes in the fair value of the IRLCs are recorded as an adjustment to earnings. To hedge the interest rate risk related to its IRLCs, CTX Mortgage Company, LLC and its related companies execute mandatory forward trade commitments, or forward trade commitments. These forward trade commitments are not designated as hedges, and their fair value is recorded on the balance sheet in other assets or accrued liabilities. Subsequent changes in the fair value of these forward trade commitments are recorded as an adjustment to earnings.

     Financial Services originates, sells and securitizes conforming and nonconforming “A” mortgages, sub-prime first and second mortgages and home equity loans. Since December 1999, substantially all conforming

52

and Jumbo “A” mortgages have been sold to HSF-I at or near the date on which the loans were funded. CTX Mortgage Company, LLC and its related companies also execute forward trade commitments to hedge the interest rate risk related to its portfolio of mortgage loans held for sale, including mortgage loans held by HSF-I. These forward trade commitments have been designated as fair value hedges. Accordingly, changes in the fair value of the forward trade commitments and the mortgage loans, for which the hedge relationship is deemed effective, are recorded as an adjustment to earnings. To the extent the hedge is effective, gains or losses in the value of the hedged loans due to interest rate movement will be offset by an equal and opposite gain or loss in the value of the forward trade commitment. This will result in net zero impact to earnings. To the extent the hedge contains some ineffectiveness, the ineffectiveness is recognized immediately in earnings.

     Due to the high degree of liquidity in the “A” mortgage market and the frequency of loan sales and securitizations, the use of forward sales is an effective economic hedge against changes in market value of both IRLCs and mortgage loans held for sale that result from changes in interest rates.

     Home Equity uses interest rate swaps to hedge the market risk associated with the anticipated issuance of fixed-rate securitization debt used to finance sub-prime mortgages. Home Equity will generally hold mortgages in anticipation of securitization for up to 120 days. Home Equity also uses interest rate swaps, included in the $2.68 billion balance stated above that, in effect, fix the interest rate on its variable interest rate debt.

     As of March 31, 2005, our total MSRI was $70.1 million, which consists of $68.1 million remaining on loans securitized from October 1997 to March 2000 accounted for as gain on sale, $0.5 million related to an acquisition in fiscal 2002, and $1.5 million related to loans sold in fiscal year 2004 to a government sponsored enterprise that we continue to service. We continually monitor the fair value of the MSRI and review the factors expected to influence the future constant prepayment rate, or CPR, discount rates and credit losses. In developing assumptions regarding expected future CPR, we consider a variety of factors, many of which are interrelated. These factors include historical performance, origination channels, characteristics of borrowers, such as credit quality and loan-to-value relationships, and market factors that influence competition. If changes in assumptions regarding future CPR, discount rates or credit losses are necessary, the MSRI fair value is adjusted accordingly.

     Our international homebuilding operations are located in the United Kingdom. As a result, our financial results could be affected by factors such as changes in the foreign currency exchange rate or weak economic conditions in our markets. Our aggregate net investment exposed to foreign currency exchange rate risk is approximately $343.2 million as of March 31, 2005.

     We use both short-term and long-term debt in our financing strategy. For fixed-rate debt, changes in interest rates generally affect the fair market value of the debt instrument but not our earnings or cash flows. Conversely, for variable-rate debt, changes in interest rates generally do not impact the fair market value of the debt instrument but do affect our future earnings and cash flows. We do not have an obligation to prepay any of our fixed-rate debt prior to maturity, and as a result, interest rate risk and changes in fair market value should not have a significant impact on the fixed-rate debt until we are required to refinance such debt.

     As of March 31, 2005, short-term debt was $2.48 billion, most of which was applicable to Financial Services. The majority of Financial Services’ debt is collateralized by residential mortgage loans. We borrow on a short-term basis in the commercial paper market under a $700 million commercial paper program supported by an $800 million revolving credit facility with a term expiring in fiscal year 2008, all of which bear interest at prevailing market rates. The weighted-average interest rate on short-term borrowings outstanding at March 31, 2005 was 2.94%.

53

     The maturities of Centex’s long-term debt outstanding at March 31, 2005 were as follows:

	Maturities through March 31,
	2006			2007			2008			2009			2010			Thereafter			Total			Fair Value
Centex (1)
Fixed-Rate Debt	$	301,814		$	203,872		$	336,505		$	1,246		$	226,264		$	1,710,013		$	2,779,714		$	2,876,580
Average Interest Rate		8.94	%		8.01	%		4.84	%		7.78	%		5.81	%		6.29	%		6.49	%
Variable-Rate Hedged Debt (2)	$	25,000		$	—		$	93,950		$	—		$	—		$	—		$	118,950		$	119,080
Average Interest Rate		7.99	%		—			4.52	%		—			—			—			5.24	%
Variable-Rate Debt	$	15,000		$	88,000		$	237,429		$	—		$	—		$	—		$	340,429		$	343,249
Average Interest Rate		4.52	%		4.75	%		3.55	%		—			—			—			3.91	%

(1)	We define Centex as a supplemental presentation that reflects the Financial Services segment as if accounted for under the equity method.
(2)	These variable-rate notes are in effect fixed-rate instruments as a result of a hedge using interest rate swaps.

     The maturities of Centex’s long-term debt outstanding at March 31, 2004 were as follows:

	Maturities through March 31,
	2005			2006			2007			2008			2009			Thereafter			Total			Fair Value
Centex (1)
Fixed-Rate Debt	$	33,679		$	321,059		$	291,508		$	336,452		$	1,187		$	1,285,545		$	2,269,430		$	2,295,850
Average Interest Rate		3.67	%		8.65	%		6.52	%		4.83	%		7.67	%		6.77	%		6.67	%
Variable-Rate Hedged Debt (2)	$	—		$	25,000		$	91,310		$	—		$	—		$	—		$	116,310		$	116,575
Average Interest Rate		—			6.69	%		4.98	%		—			—			—			5.34	%
Variable-Rate Debt	$	—		$	—		$	9,131		$	23,319		$	—		$	—		$	32,450		$	32,635
Average Interest Rate		—			—			5.39	%		2.25	%		—			—			3.13	%

(1)	We define Centex as a supplemental presentation that reflects the Financial Services segment as if accounted for under the equity method.
(2)	These variable-rate notes in effect are fixed-rate instruments as a result of a hedge using interest rate swaps.

     The estimated maturities or repricing of Financial Services’ long-term debt outstanding at March 31, 2005 were as follows:

	Maturities through March 31,
	2006			2007			2008			2009			2010			Thereafter			Total			Fair Value
Financial Services (1)
Fixed-Rate Debt	$	1,125,978		$	910,449		$	395,094		$	62,458		$	194,371		$	177,523		$	2,865,873		$	2,852,262
Average Interest Rate		5.13	%		4.71	%		4.96	%		5.12	%		5.18	%		5.10	%		5.01	%
Variable-Rate Debt	$	1,575,005		$	1,291,870		$	762,709		$	329,610		$	270,757		$	157,446		$	4,387,397		$	4,402,531
Average Interest Rate		3.51	%		3.66	%		3.64	%		3.54	%		3.83	%		3.42	%		3.59	%

(1)   We define Financial Services as a supplemental presentation that reflects the Centex Financial Services and its subsidiaries.

     The estimated maturities or repricing of Financial Services’ long-term debt outstanding at March 31, 2004 were as follows:

	Maturities through March 31,
	2005			2006			2007			2008			2009			Thereafter			Total			Fair Value
Financial Services (1)
Fixed-Rate Debt	$	794,175		$	929,921		$	583,563		$	207,444		$	227,786		$	42,949		$	2,785,838		$	2,842,429
Average Interest Rate		5.05	%		5.13	%		4.62	%		4.78	%		5.97	%		6.68	%		5.07	%
Variable-Rate Debt	$	1,183,806		$	922,322		$	734,304		$	384,837		$	185,308		$	1,259		$	3,411,836		$	3,419,668
Average Interest Rate		2.14	%		2.27	%		2.35	%		2.17	%		2.33	%		5.00	%		2.23	%

(1)   We define Financial Services as a supplemental presentation that reflects the Centex Financial Services and its subsidiaries.

     The principal and interest on this debt is paid using the cash flows from the underlying mortgage receivables, which serve as collateral for this debt. Accordingly, the timing of the principal payments on this debt is dependent on the payments received on the underlying mortgage receivables. The amounts shown within a particular period were determined in accordance with the contractual terms of the debt, except (1) fixed-rate debt reflects estimated prepayments, which were estimated based on the results of a prepayment model we utilize, and empirical data, and (2) variable-rate debt is included in the period in which it is first

54

scheduled to adjust and not in the period in which it matures. Variable-rate debt represents our variable-rate debt which is hedged on a pooled basis. We believe that these assumptions approximate actual experience and consider them reasonable. However, the interest rate sensitivity could vary substantially if different assumptions were used or actual experience differs from the historical experience on which we base the assumptions.

55

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Financial Information	Page
Consolidated Revenues and Operating Earnings by Line of Business	57
Statements of Consolidated Earnings	58
Consolidated Balance Sheets with Consolidating Details	59
Statements of Consolidated Cash Flows with Consolidating Details	61
Statements of Consolidated Stockholders’ Equity	63
Notes to Consolidated Financial Statements	65
Management’s Report on Internal Control Over Financial Reporting	96
Reports of Independent Registered Public Accounting Firm	97
Quarterly Results	99

56

Centex Corporation and Subsidiaries
Consolidated Revenues and Operating Earnings by Line of Business
(Dollars in thousands)

	For the Years Ended March 31,
	2005			2004			2003			2002			2001
Revenues
Home Building	$	9,860,998		$	7,599,519		$	5,922,724		$	4,972,172		$	4,356,446
		77	%		74	%		71	%		70	%		71	%
Financial Services		1,107,206			1,047,905			855,015			699,760			463,646
		9	%		10	%		10	%		10	%		8	%
Construction Services		1,738,603			1,596,335			1,517,851			1,296,024			1,290,382
		13	%		15	%		18	%		18	%		21	%
Other		152,888			119,632			133,115			155,838			28,103
		1	%		1	%		1	%		2	%		—	%
	$	12,859,695		$	10,363,391		$	8,428,705		$	7,123,794		$	6,138,577
		100	%		100	%		100	%		100	%		100	%
Business Segment Operating Earnings (1)
Home Building	$	1,445,405		$	1,005,290		$	651,719		$	498,925		$	390,301
		86	%		78	%		75	%		72	%		79	%
Financial Services		204,360			230,301			161,825			114,733			19,667
		12	%		18	%		18	%		17	%		4	%
Construction Services		23,524			16,413			30,718			36,225			30,886
		1	%		1	%		4	%		5	%		6	%
Other		5,566			42,458			23,703			39,112			54,951
		1	%		3	%		3	%		6	%		11	%
		1,678,855			1,294,462			867,965			688,995			495,805
		100	%		100	%		100	%		100	%		100	%
Corporate General and Administrative		82,877			105,529			60,289			50,189			36,924
Interest Expense		22,209			39,869			60,326			58,576			54,069
Earnings from Continuing Operations Before Income Taxes and Cumulative Effect of a Change in Accounting Principle	$	1,573,769		$	1,149,064		$	747,350		$	580,230		$	404,812

Applicable segment operating expenses have been deducted from business segment operating earnings.

(1)   Business Segment Operating Earnings include earnings from unconsolidated entities and exclude corporate general and administrative expense and interest expense.

57

Centex Corporation and Subsidiaries
Statements of Consolidated Earnings
(Dollars in thousands, except per share data)

	For the Years Ended March 31,
	2005		2004			2003
Revenues
Home Building	$	9,860,998	$	7,599,519		$	5,922,724
Financial Services		1,107,206		1,047,905			855,015
Construction Services		1,738,603		1,596,335			1,517,851
Other		152,888		119,632			133,115
		12,859,695		10,363,391			8,428,705
Costs and Expenses
Home Building		8,484,461		6,649,495			5,303,183
Financial Services		902,846		817,604			693,190
Construction Services		1,717,025		1,582,036			1,488,648
Other		147,322		91,689			122,584
Corporate General and Administrative		82,877		105,529			60,289
Interest Expense		22,209		39,869			60,326
		11,356,740		9,286,222			7,728,220
Earnings from Unconsolidated Entities		70,814		71,895			46,865
Earnings from Continuing Operations Before Income Taxes and Cumulative Effect of a Change in Accounting Principle		1,573,769		1,149,064			747,350
Income Taxes		562,405		371,933			220,538
Earnings from Continuing Operations Before Cumulative Effect of a Change in Accounting Principle		1,011,364		777,131			526,812
Earnings from Discontinued Operations, net of Tax Provision (Benefit) of $0, $(13,899) and $18,394		—		63,815			29,107
Earnings Before Cumulative Effect of a Change in Accounting Principle		1,011,364		840,946			555,919
Cumulative Effect of a Change in Accounting Principle, net of Tax Benefit of $0, $8,303 and $0		—		(13,260	)		—
Net Earnings	$	1,011,364	$	827,686		$	555,919
Basic Earnings Per Share
Continuing Operations	$	8.08	$	6.30		$	4.33
Discontinued Operations		—		0.52			0.24
Cumulative Effect of a Change in Accounting Principle		—		(0.11	)		—
	$	8.08	$	6.71		$	4.57
Diluted Earnings Per Share
Continuing Operations	$	7.64	$	6.01		$	4.18
Discontinued Operations		—		0.49			0.23
Cumulative Effect of a Change in Accounting Principle		—		(0.10	)		—
	$	7.64	$	6.40		$	4.41
Average Shares Outstanding
Basic		125,226,596		123,382,068			121,564,084
Dilutive Securities:
Options		6,725,838		5,754,689			3,464,616
Other		445,527		256,064			1,087,612
Diluted		132,397,961		129,392,821			126,116,312
Cash Dividends Per Share	$	.16	$	.10		$	.08

See Notes to Consolidated Financial Statements.

58

Centex Corporation and Subsidiaries
Consolidated Balance Sheets with Consolidating Details
(Dollars in thousands)

	Centex Corporation and Subsidiaries
	March 31,
	2005			2004
Assets
Cash and Cash Equivalents	$	502,586		$	178,859
Restricted Cash		377,789			310,304
Receivables —
Residential Mortgage Loans Held for Investment, net		7,914,426			6,498,155
Residential Mortgage Loans Held for Sale		1,775,324			1,819,605
Construction Contracts		302,035			312,552
Trade, including Notes of $57,071 and $51,321		494,609			356,570
Inventories —
Housing Projects		6,708,859			4,897,036
Land Held for Development and Sale		363,521			208,140
Land Held Under Option Agreements Not Owned		456,917			362,405
Other		33,439			94,224
Investments —
Joint Ventures and Other		163,944			140,118
Unconsolidated Subsidiaries		—			—
Property and Equipment, net		162,305			155,891
Other Assets —
Deferred Income Taxes		177,735			176,564
Goodwill		253,163			254,258
Mortgage Securitization Residual Interest		70,120			89,374
Deferred Charges and Other, net		254,307			233,399
	$	20,011,079		$	16,087,454
Liabilities and Stockholders’ Equity
Accounts Payable	$	711,804		$	686,308
Accrued Liabilities		1,592,888			1,294,490
Debt —
Centex		3,246,963			2,418,190
Financial Services		9,721,146			8,302,190
Payables to (Receivables from) Affiliates		—			—
Commitments and Contingencies
Minority Interests		457,521			336,051
Stockholders’ Equity —
Preferred Stock, Authorized 5,000,000 Shares, None Issued		—			—
Common Stock, $.25 Par Value; Authorized 300,000,000 Shares;
Outstanding 127,729,275 and 122,660,357 Shares		33,327			32,068
Capital in Excess of Par Value		407,995			202,958
Unamortized Value of Deferred Compensation		(197	)		(411	)
Retained Earnings		3,982,306			2,990,889
Treasury Stock, at Cost; 5,577,686 and 5,610,772 Shares		(213,801	)		(212,822	)
Accumulated Other Comprehensive Income		71,127			37,543
Total Stockholders’ Equity		4,280,757			3,050,225
	$	20,011,079		$	16,087,454

See Notes to Consolidated Financial Statements.

59

Centex Corporation and Subsidiaries
Consolidated Balance Sheets with Consolidating Details
(Dollars in thousands)

Centex*						Financial Services
March 31,						March 31,
2005			2004			2005			2004
$	490,308		$	160,590		$	12,278		$	18,269
	53,339			50,440			324,450			259,864
	—			—			7,914,426			6,498,155
	—			—			1,775,324			1,819,605
	302,035			312,552			—			—
	297,040			178,829			197,569			177,741
	6,708,859			4,897,036			—			—
	363,521			208,140			—			—
	456,917			362,405			—			—
	27,133			85,284			6,306			8,940
	163,944			140,118			—			—
	572,290			531,941			—			—
	119,070			114,524			43,235			41,367
	158,663			85,871			19,072			90,693
	241,426			237,656			11,737			16,602
	—			—			70,120			89,374
	174,948			171,534			79,359			61,865
$	10,129,493		$	7,536,920		$	10,453,876		$	9,082,475
$	690,628		$	668,807		$	21,176		$	17,501
	1,454,986			1,065,182			137,902			229,308
	3,246,963			2,418,190			—			—
	—			—			9,721,146			8,302,190
	—			—			(44,958	)		15,661
	456,159			334,516			1,362			1,535
	—			—			—			—
	33,327			32,068			1			1
	407,995			202,958			275,467			275,521
	(197	)		(411	)		—			—
	3,982,306			2,990,889			333,568			256,490
	(213,801	)		(212,822	)		—			—
	71,127			37,543			8,212			(15,732	)
	4,280,757			3,050,225			617,248			516,280
$	10,129,493		$	7,536,920		$	10,453,876		$	9,082,475

* In the supplemental data presented above, “Centex” represents the consolidation of all subsidiaries other than those included in Financial Services as described in Note (A), “Significant Accounting Policies.” Transactions between Centex and Financial Services have been eliminated from the Centex Corporation and Subsidiaries balance sheets.

60

Centex Corporation and Subsidiaries
Statements of Consolidated Cash Flows with Consolidating Details
(Dollars in thousands)

	Centex Corporation and Subsidiaries
	For the Years Ended March 31,
	2005			2004			2003
Cash Flows — Operating Activities
Net Earnings	$	1,011,364		$	827,686		$	555,919
Adjustments
Cumulative Effect of a Change in Accounting Principle		—			13,260			—
Depreciation and Amortization		58,259			77,777			112,403
Stock-based Compensation		49,100			23,849			810
Provision for Losses on Residential Mortgage Loans Held for Investment		98,801			79,503			34,859
Deferred Income Tax (Benefit) Provision		(6,537	)		17,803			23,687
Equity in Earnings of Joint Ventures and Centex Development Company, L.P.		(55,994	)		(79,987	)		(42,672	)
Undistributed Earnings of Unconsolidated Subsidiaries		—			—			—
Minority Interest, net of Taxes		(388	)		(8,252	)		20,201
Changes in Assets and Liabilities, Excluding Effect of Acquisitions
Increase in Restricted Cash		(67,485	)		(130,686	)		(66,051	)
Increase in Receivables		(121,375	)		(67,808	)		(96,427	)
Decrease (Increase) in Residential Mortgage Loans Held for Sale		44,281			927,151			(61,535	)
Increase in Housing Projects and Land Held for Development and Sale		(1,928,261	)		(1,203,547	)		(734,666	)
Decrease (Increase) in Other Inventories		47,837			464			(2,164	)
Increase (Decrease) in Accounts Payable and Accrued Liabilities		411,033			222,316			236,083
(Increase) Decrease in Other Assets, net		(5,672	)		(27,606	)		2,232
(Decrease) Increase in Payables to Affiliates		—			—			—
Other		6,769			3,304			13,742
		(458,268	)		675,227			(3,579	)
Cash Flows — Investing Activities
(Issuance of) Payments received on Notes Receivable, net		(15,750	)		13,231			6,356
Increase in Residential Mortgage Loans Held for Investment		(1,515,072	)		(1,934,832	)		(1,398,235	)
Decrease in Investment and Advances to Joint Ventures and Centex Development Company, L.P.		47,433			79,298			52,792
Decrease (Increase) in Investment and Advances to Unconsolidated Subsidiaries		—			—			—
Purchases of Property and Equipment, net		(43,313	)		(53,758	)		(62,701	)
Other		3,200			(432	)		(144,200	)
		(1,523,502	)		(1,896,493	)		(1,545,988	)
Cash Flows — Financing Activities
Increase (Decrease) in Short-term Debt, net		371,230			(1,083,468	)		534,231
Centex
Issuance of Long-term Debt		1,034,509			404,998			605,992
Repayment of Long-term Debt		(217,324	)		(164,073	)		(298,491	)
Financial Services
Issuance of Long-term Debt		3,764,701			5,334,407			1,999,374
Repayment of Long-term Debt		(2,709,105	)		(3,432,323	)		(1,013,186	)
Proceeds from Stock Option Exercises		87,797			65,099			15,738
Treasury Stock Transactions, net		(979	)		(167,785	)		(38,478	)
Dividends Paid		(19,947	)		(13,601	)		(9,743	)
		2,310,882			943,254			1,795,437
Effect of Exchange Rate on Cash		(5,385	)		692			—
Net Increase (Decrease) in Cash and Cash Equivalents		323,727			(277,320	)		245,870
Cash and Cash Equivalents at Beginning of Year		178,859			456,179			210,309
Cash and Cash Equivalents at End of Year	$	502,586		$	178,859		$	456,179

See Notes to Consolidated Financial Statements.

61

Centex Corporation and Subsidiaries
Statements of Consolidated Cash Flows with Consolidating Details
(Dollars in thousands)

Centex*									Financial Services
For the Years Ended March 31,									For the Years Ended March 31,
2005			2004			2003			2005			2004			2003
$	1,011,364		$	827,686		$	555,919		$	126,078		$	132,845		$	152,970
	—			—			—			—			13,260			—
	40,444			60,426			95,404			17,815			17,351			16,999
	49,100			23,849			810			—			—			—
	—			—			—			98,801			79,503			34,859
	(67,223	)		8,076			23,687			60,686			9,727			(2,430	)
	(55,994	)		(79,987	)		(42,672	)		—			—			—
	(77,078	)		(58,345	)		(77,970	)		—			—			—
	(215	)		(8,051	)		20,201			(173	)		(201	)		—
	(2,899	)		(42,091	)		(3,589	)		(64,586	)		(88,595	)		(62,462	)
	(101,871	)		(54,366	)		(44,726	)		(19,504	)		(13,442	)		(51,701	)
	—			—			—			44,281			927,151			(61,535	)
	(1,928,261	)		(1,203,547	)		(734,666	)		—			—			—
	45,203			958			2,842			2,634			(494	)		(5,006	)
	499,599			218,949			134,624			(64,676	)		(12,022	)		91,584
	(18,367	)		(44,080	)		1,296			12,695			16,474			3,397
	—			—			—			(60,619	)		8,578			(155,879	)
	10,000			3,304			13,981			(3,231	)		—			(239	)
	(596,198	)		(347,219	)		(54,859	)		150,201			1,090,135			(39,443	)
	(15,426	)		12,897			5,261			(324	)		334			1,095
	—			—			—			(1,515,072	)		(1,934,832	)		(1,398,235	)
	47,433			79,298			52,761			—			—			—
	36,729			(68,189	)		164,531			—			—			—
	(23,294	)		(38,935	)		(47,226	)		(20,019	)		(14,823	)		(15,475	)
	(6,067	)		(18,432	)		(144,200	)		9,267			18,000			—
	39,375			(33,361	)		31,127			(1,526,148	)		(1,931,321	)		(1,412,615	)
	7,870			(25,257	)		6,627			363,360			(1,058,211	)		527,604
	1,034,509			404,998			605,992			—			—			—
	(217,324	)		(164,073	)		(298,491	)		—			—			—
	—			—			—			3,764,701			5,334,407			1,999,374
	—			—			—			(2,709,105	)		(3,432,323	)		(1,013,186	)
	87,797			65,099			15,738			—			—			—
	(979	)		(167,785	)		(38,478	)		—			—			—
	(19,947	)		(13,601	)		(9,743	)		(49,000	)		500			(73,777	)
	891,926			99,381			281,645			1,369,956			844,373			1,440,015
	(5,385	)		692			—			—			—			—
	329,718			(280,507	)		257,913			(5,991	)		3,187			(12,043	)
	160,590			441,097			183,184			18,269			15,082			27,125
$	490,308		$	160,590		$	441,097		$	12,278		$	18,269		$	15,082

* In the supplemental data presented above, “Centex” represents the consolidation of all subsidiaries other than those included in Financial Services as described in Note (A), “Significant Accounting Policies.” Transactions between Centex and Financial Services have been eliminated from the Centex Corporation and Subsidiaries statements of cash flows.

62

Centex Corporation and Subsidiaries
Statements of Consolidated Stockholders’ Equity
(in thousands)

									Unamortized
						Capital in			Value of
	Common Stock					Excess of			Deferred
	Shares			Amount		Par Value			Compensation
Balance, March 31, 2002		122,342		$	30,696	$	57,098		$	(2,408	)
Issuance and Amortization of Restricted Stock		40			10		990			10
Exercise of Stock Options, Including Tax Benefit		1,040			260		19,621			—
Cash Dividends		—			—		—			—
Purchases of Common Stock for Treasury		(1,750	)		—		—			—
Other		—			—		5,519			—
Net Earnings		—			—		—			—
Unrealized Loss on Hedging Instruments		—			—		—			—
Foreign Currency Translation Adjustments		—			—		—			—
Other Comprehensive Income Items		—			—		—			—
Comprehensive Income
Balance, March 31, 2003		121,672			30,966		83,228			(2,398	)
Issuance and Amortization of Restricted Stock		128			32		2,328			1,987
Stock Compensation		—			—		26,002			—
Exercise of Stock Options, Including Tax Benefits		3,478			870		89,500			—
Cash Dividends		—			—		—			—
Spin-off of Subsidiaries		—			—		—			—
Purchases of Common Stock for Treasury		(3,418	)		—		—			—
Exercise of Convertible Debenture		800			200		1,900			—
Net Earnings		—			—		—			—
Unrealized Gain on Hedging Instruments		—			—		—			—
Foreign Currency Translation Adjustments		—			—		—			—
Other Comprehensive Income Items		—			—		—			—
Comprehensive Income
Balance, March 31, 2004		122,660			32,068		202,958			(411	)
Issuance and Amortization of Restricted Stock		82			20		19,204			214
Stock Compensation		—			—		29,662			—
Exercise of Stock Options, Including Tax Benefits		4,952			1,239		157,932			—
Cash Dividends		—			—		—			—
Other Stock Transactions		35			—		(1,761	)		—
Net Earnings		—			—		—			—
Unrealized Gain on Hedging Instruments		—			—		—			—
Foreign Currency Translation Adjustments		—			—		—			—
Comprehensive Income
Balance, March 31, 2005		127,729		$	33,327	$	407,995		$	(197	)

See Notes to Consolidated Financial Statements.

63

Centex Corporation and Subsidiaries
Statements of Consolidated Stockholders’ Equity
(in thousands)

						Accumulated
			Treasury			Other
Retained			Stock			Comprehensive
Earnings			at Cost			Income (Loss)			Total
$	2,050,902		$	(6,559	)	$	(12,956	)	$	2,116,773
	—			—			—			1,010
	—			—			—			19,881
	(9,743	)		—			—			(9,743	)
	—			(38,478	)		—			(38,478	)
	—			—			—			5,519
	555,919			—			—			555,919
	—			—			(10,849	)		(10,849	)
	—			—			19,330			19,330
	—			—			(1,516	)		(1,516	)
										562,884
	2,597,078			(45,037	)		(5,991	)		2,657,846
	—			—			—			4,347
	—			—			—			26,002
	—			—			—			90,370
	(13,601	)		—			—			(13,601	)
	(420,274	)		—			—			(420,274	)
	—			(167,785	)		—			(167,785	)
	—			—			—			2,100
	827,686			—			—			827,686
	—			—			5,706			5,706
	—			—			36,864			36,864
	—			—			964			964
										871,220
	2,990,889			(212,822	)		37,543			3,050,225
	—			—			—			19,438
	—			—			—			29,662
	—			—			—			159,171
	(19,947	)		—			—			(19,947	)
	—			(979	)		—			(2,740	)
	1,011,364			—			—			1,011,364
	—			—			24,615			24,615
	—			—			8,969			8,969
										1,044,948
$	3,982,306		$	(213,801	)	$	71,127		$	4,280,757

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Centex Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(Dollars in thousands, except per share data)

(A)  SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

     The consolidated financial statements include the accounts of Centex Corporation and subsidiaries (the “Company”) after the elimination of all significant intercompany balances and transactions.

     Balance sheet and cash flow data is presented in the following categories:

•   Centex Corporation and Subsidiaries. This represents the consolidation of Centex, Financial Services and all of their consolidated subsidiaries. The effects of transactions among related companies within the consolidated group have been eliminated.

•   Centex. This information is presented as supplemental information and represents the consolidation of all subsidiaries other than those included in Financial Services, which are presented on an equity basis of accounting.

•   Financial Services. This information is presented as supplemental information and represents Centex Financial Services and its subsidiaries.

     The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Revenue Recognition

     Revenues from Home Building projects are recognized as homes are sold and title passes. Revenues from land sales are recognized when payments of at least 20% of the total purchase price are received, the Company has no continuing obligations related to such land sold and the collection of any remaining receivables is reasonably assured.

     Net origination fees, mortgage servicing rights, and other revenues derived from the origination of mortgage loans are deferred and recognized when the related loan is sold to a third-party purchaser. Other revenues, including fees for title insurance and other services performed in connection with mortgage lending activities, are recognized as earned.

     Interest revenues on residential mortgage loans receivable are recognized as revenue using the interest (actuarial) method. Revenue accruals are suspended, except for revenue accruals related to insured mortgage loans, when the residential mortgage loan becomes contractually delinquent for 90 days or more. The accrual is resumed when the residential mortgage loan becomes less than 90 days contractually delinquent. At March 31, 2005 and 2004, residential mortgage loans, on which revenue was not being accrued, were approximately $217.9 million and $210.5 million, respectively.

     Long-term construction contract revenues are recognized on the percentage-of-completion method based on the costs incurred relative to total estimated costs. Full provision is made for any anticipated losses. In fiscal 2004, Construction Services recorded a project loss of $4.5 million related to the construction of a distribution facility. Billings for long-term construction contracts are rendered monthly, including the amount of retainage withheld by the customer until contract completion. As a general contractor, the Company withholds similar retainages from each subcontractor. Retainages of $95.7 million and $103.2 million included

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in construction contracts receivable and $102.0 million and $101.4 million included in accounts payable at March 31, 2005 and 2004, respectively, are generally receivable and payable within one year.

     Claims related to long-term construction contracts are recognized as revenue only after management has determined that the collection is probable and the amount can be reliably estimated. There are no claims included in revenues for the fiscal years ended March 31, 2005 and 2004 and 2003 (“fiscal 2005,” “fiscal 2004” and “fiscal 2003”).

     For the Company’s home services operations, revenue is recognized at the time the services are rendered. For the Company’s investment real estate operations, property sales are recognized when a buyer has made an adequate cash down payment, all significant risks and rewards of ownership have been relinquished and title has transferred to the buyer. Sales revenues related to contractually obligated improvements of our investment real estate operations are deferred until such improvements have been completed.

Earnings Per Share

     Basic earnings per share are computed based on the weighted-average number of shares of common stock, par value $.25 per share (“Common Stock”), outstanding, including vested shares of restricted stock and vested deferred stock units under the long-term incentive plan. Diluted earnings per share are computed based upon the basic weighted-average number of shares plus the dilution of the stock options, unvested shares of restricted stock and unvested deferred stock units under the long-term incentive plan. Earnings per share calculations for all periods presented have been restated to give retroactive application to the March 12, 2004 two-for-one stock split effected in the form of a 100 percent stock dividend to Company stockholders of record on February 29, 2004.

     The following table provides information on anti-dilutive options excluded from the computation of diluted earnings per share for the fiscal years ended March 31, 2005 and 2004 and 2003 (shares reflected in thousands).

	For the Years Ended March 31,
	2005		2004		2003
Average outstanding shares		1,160		1,089		1,704
Average option exercise price		45.23		35.49		25.22

Cash and Cash Equivalents

     Cash equivalents represent highly liquid investments with an original maturity of three months or less.

Restricted Cash

     Restricted cash primarily represents cash restricted pursuant to insurance related regulatory requirements, required cash balances for Harwood Street Funding I, LLC (“HSF-I”) and Harwood Street Funding II, LLC (“HSF-II”) and other structured finance arrangements. Restricted cash also includes customer deposits that are temporarily restricted in accordance with regulatory requirements.

Residential Mortgage Loans

     Residential mortgage loans held for investment represent mortgage loans originated by Centex Home Equity Company, LLC and its related companies (“Home Equity”), which are securitized and recorded as secured borrowings in the financial statements using the portfolio method. These mortgage loans are stated at cost less an allowance for losses. Residential mortgage loans held for sale represent mortgage loans originated by CTX Mortgage Company, LLC, which will be sold to third parties and recorded as sales. The carrying value

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of loans designated as hedged is adjusted for changes in the fair value to the extent the hedge is deemed effective. Unhedged loans or loans hedged ineffectively are stated at the lower of cost or market. Market is determined by forward sale commitments, current investor yield requirements and current market conditions. Substantially all of the mortgage loans are delivered to third-party purchasers and/or subjected to securitization within three months after origination. These loans are subject to hedge instruments during the time they are held in inventory. Substantially all of the mortgage loans are pledged as collateral for secured financings.

     Home Equity establishes an allowance for losses by recording a provision for losses in the Statements of Consolidated Earnings when it believes a loss has occurred. When Home Equity determines that a residential mortgage loan held for investment is partially or fully uncollectible, the estimated loss is charged against the allowance for losses. Recoveries on losses previously charged to the allowance are credited to the allowance at the time the recovery is collected.

     Home Equity believes that the allowance for losses is adequate to provide for credit losses in the existing residential mortgage loans held for investment, which include real estate owned. Home Equity evaluates the allowance on an aggregate basis considering, among other things, the relationship of the allowance to the amount of residential mortgage loans held for investment and historical credit losses. The allowance reflects Home Equity’s judgment of the present loss exposure at the end of the reporting period. A range of expected credit losses is estimated using historical losses, static pool loss curves and delinquency modeling. These tools take into consideration historical information regarding delinquency and loss severity experience and apply that information to the portfolio at each reporting date.

     CTX Mortgage Company, LLC has established a liability for anticipated losses associated with loans originated based on, among other factors, historical loss rates and current trends in loan originations. This liability includes losses associated with certain borrower payment defaults, credit quality issues or misrepresentation and reflects management’s judgment of the loss exposure at the end of the reporting period.

     Although Home Equity and CTX Mortgage Company, LLC consider the allowance for losses on residential mortgage loans held for investment and the loan origination reserve reflected in the consolidated balance sheet at March 31, 2005 to be adequate, there can be no assurance that this allowance or reserve will prove to be sufficient over time to cover ultimate losses. This allowance and reserve may prove to be inadequate due to unanticipated adverse changes in the economy or discrete events adversely affecting specific customers or industries.

Trade Accounts and Notes Receivable

     Trade accounts receivable primarily consist of accrued interest, amounts related to securitizations, receivables for the sale of servicing rights, closed unfunded home sales receivables, insurance claims receivable and trade sales related to the Company’s Financial Services and Home Building segments and are net of an allowance for doubtful accounts. Notes receivable at March 31, 2005 are collectible primarily over five years with $29.5 million being due within one year. The weighted-average interest rate on notes receivable at March 31, 2005 was 4.1%.

Inventory, Capitalization and Segment Expenses

     Housing projects and land held for development and sale are stated at the lower of cost (including direct construction costs, capitalized interest and real estate taxes) or fair value less cost to sell. The relief of capitalized costs is included in the Home Building costs and expenses in the Statements of Consolidated Earnings when related revenues are recognized.

     Home construction costs are accumulated on a specific identification basis. Under the specific identification basis, costs and expenses includes the specific construction costs of each home and all applicable land acquisition, land development and related costs. Construction costs for homes closed include amounts paid

67

through the closing date of the home, plus an accrual for costs incurred but not yet paid, based on an analysis of budgeted construction costs. Land acquisition and development costs are estimated based on the total costs expected in a project. Any changes to the estimated total development costs identified subsequent to the initial home closings in a project are generally allocated to the remaining homes in the project.

     Land held for development and sale includes the cost of land purchased for development, deposits for land purchases and related acquisition costs. A liability has been established based on our historical experience, to anticipate that some of the amounts capitalized as land and land development cost will not ultimately be acquired. When it is probable that the land will not be acquired, the deposit and related acquisition costs are charged to the liability.

     General operating expenses associated with each segment of business are expensed when incurred and are included in the appropriate business segment.

Land Held Under Option Agreements Not Owned

     In order to ensure the future availability of land for homebuilding, the Company enters into lot option purchase agreements with unaffiliated third parties. Under the option agreements, the Company pays a stated deposit in consideration for the right to purchase land at a future time, usually at predetermined prices. These options generally do not contain performance requirements from the Company nor obligate the Company to purchase the land.

     The Company has evaluated those entities with which the Company entered into lot option agreements in accordance with the provisions of Financial Accounting Standards Board (“FASB”) Interpretation No. 46, “Consolidation of Variable Interest Entities,” as revised (“FIN 46”). The provisions of FIN 46 require the Company to consolidate the financial results of a variable interest entity if the Company is the primary beneficiary of the variable interest entity. Variable interest entities are entities in which (1) equity investors do not have a controlling financial interest and/or (2) the entity is unable to finance its activities without additional subordinated financial support from other parties. The primary beneficiary of a variable interest entity is the owner or investor that absorbs a majority of the variable interest entity’s expected losses and/or receives a majority of the variable interest entity’s expected residual returns.

     The Company determines if it is the primary beneficiary of variable interest entities based upon analysis of the variability of the expected gains and losses of the variable interest entity. Expected gains and losses of the variable interest entity are highly dependent on management’s estimates of the variability and probabilities of future land prices, the probabilities of expected cash flows and the entitlement risks related to the underlying land, among other factors. Based on this evaluation, if the Company is the primary beneficiary of those entities with which we have entered into lot option agreements, the variable interest entity is consolidated. For purposes of consolidation, to the extent financial statements are available, the Company consolidates the assets and liabilities of the variable interest entity. If financial statements for the variable interest entity are not available, the Company records the remaining purchase price of land in the Consolidated Balance Sheets under the caption, land held under option agreements not owned, with a corresponding increase in minority interests. Lot option deposits related to these options are also reclassified to land held under option agreements not owned. To the extent we do not exercise our option to purchase such land, the amount of the lot option deposit and any letters of credit represent our maximum exposure to loss.

Investments

     The Company is a participant in certain joint ventures with interests ranging from 20% to 67%. Investments in joint ventures in which the Company’s interest exceeds 50% have been consolidated. All remaining investments in joint ventures are carried on the equity method in the consolidated financial statements.

68

     Prior to March 2004, the Company maintained an investment in Centex Development Company, L.P. and subsidiaries (the “Partnership”), accounted for under the equity method of accounting. In February 2004, we acquired the Partnership through merger. Subsequent to the merger, we have consolidated the Partnership. See Note (G), “Merger of 3333 Holding Corporation and Subsidiary and Centex Development Company, L.P. and Subsidiaries,” for additional information regarding the Partnership.

     The earnings or losses of the Company’s investment in the Partnership and joint ventures are included in the appropriate business segment.

Property and Equipment, net

     Property and equipment is carried at cost less accumulated depreciation. Depreciation is recorded using the straight-line method over the estimated useful life of the asset. Depreciable lives for Buildings and Improvements typically range from 7 to 40 years; depreciable lives for Machinery, Equipment and Other typically range from 2 to 10 years. Major renewals and improvements are capitalized and depreciated. Leasehold improvements are depreciated over the life of the respective lease. Repairs and maintenance are expensed as incurred. Costs and accumulated depreciation applicable to assets retired or sold are eliminated from the accounts and any resulting gains or losses are recognized at such time.

Impairment of Long-Lived Assets

     The Company assesses housing projects, land held for development and sale and property and equipment for recoverability in accordance with the provisions of Statement of Financial Accounting Standards No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets” (“SFAS No. 144”). SFAS No. 144 requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets is measured by comparing the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. These evaluations for impairment are significantly impacted by estimates of revenues, costs and expenses and other factors. If long-lived assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. No significant impairments of long-lived assets were recorded in fiscal 2005, 2004 or 2003.

Goodwill

     Goodwill represents the excess of purchase price over net assets of businesses acquired. We adopted the provisions of Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets” (“SFAS No. 142”), effective April 1, 2001. Upon the adoption of SFAS No. 142, goodwill is no longer subject to amortization. Rather, goodwill is subject to at least an annual assessment for impairment (conducted as of January 1), at the reporting unit level, by applying a fair value-based test. If the carrying amount exceeds the fair value, an impairment has occurred. We continually evaluate whether events and circumstances have occurred that indicate the remaining balance of goodwill may not be recoverable. Fair value is estimated using a discounted cash flow or market valuation approach. Such evaluations for impairment are significantly impacted by estimates of future revenues, costs and expenses and other factors. If the goodwill is considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the goodwill exceeds the fair value. The Company had no impairment of goodwill in fiscal 2005, 2004 or 2003. See further discussion of goodwill at Note (E), “Goodwill.”

Mortgage Securitization Residual Interest

     Home Equity uses mortgage securitizations to finance its mortgage loan portfolio. Securitizations entered into prior to April 1, 2000 were accounted for as sales, and the resulting gains on such sales were reported in operating results during the period in which the securitizations closed. Home Equity changed the

69

legal and economic structure of securitizations subsequent to March 31, 2000, causing securitizations after that date to be accounted for as secured borrowings.

     For securitizations accounted for as sales, Home Equity retained a residual interest (the “Mortgage Securitization Residual Interest” or “MSRI”). The MSRI represents the present value of Home Equity’s right to receive, over the life of the securitization, the excess of the weighted-average coupon on the loans securitized over the interest rates on the securities sold, a normal servicing fee, a trustee fee and an insurance fee, where applicable, net of the credit losses relating to the loans securitized.

     Changes in Home Equity’s MSRI were as follows:

	For the Years Ended March 31,
	2005			2004			2003
Beginning Balance	$	89,374		$	108,102		$	125,272
Cash Received		(8,433	)		(11,256	)		(17,193	)
Accretion and Other, Net		(10,821	)		(7,472	)		23
Ending Balance	$	70,120		$	89,374		$	108,102

     The Company classifies MSRI as trading securities in accordance with SFAS No. 115, “Accounting for Certain Investments in Debt and Equity Securities,” and accordingly, carries MSRI at fair value on the Company’s balance sheet.

     Home Equity estimates the fair value of MSRI through the application of discounted cash flow analysis. Such analysis requires the use of various assumptions, the most significant of which are estimated future credit losses and the discount rate applied to future cash flows. As a result of the mature nature of the MSRI, anticipated prepayments (principal reductions in excess of contractually scheduled reductions) do not have a significant impact on the determination of fair value. Home Equity monitors the fair value of MSRI and the reasonableness of the underlying assumptions in light of current market conditions.

     At March 31, 2005, Home Equity used the following assumptions in monitoring the fair value of the MSRI: cumulative credit losses of 4.61% to 7.47% and a discount rate of 15% simple interest. At March 31, 2005, the expected weighted-average life of Home Equity’s MSRI balance was 1.22 years, with individual transactions ranging from 0.08 years to 1.83 years.

     Home Equity had MSRI of $70.1 million and $89.4 million at March 31, 2005 and 2004, respectively. The outstanding principal amount of the related securitized loans was $394.5 million and $562.6 million at March 31, 2005 and 2004, respectively. Delinquencies related to MSRI were $31.8 million and $37.1 million at March 31, 2005 and 2004, respectively. Net credit losses for fiscal 2005, 2004 and 2003 were $23.9 million, $18.0 million and $22.4 million, respectively.

     At March 31, 2005, the sensitivity of the current fair value of the MSRI to an immediate 10 percent and 20 percent unfavorable change in assumptions is presented in the table below. These sensitivities are based on assumptions used to value our MSRI at March 31, 2005.

	Impact on fair value of an adverse change
Assumption	10%		20%
Credit Losses	$	927	$	1,836
Discount Rate	$	1,271	$	2,516

     These sensitivities are hypothetical and should not be considered to be predictive of future performance. As the figures indicate, the change in fair value based on a 10 percent variation in assumptions cannot

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necessarily be extrapolated because the relationship of the change in assumption to the change in fair value may not be linear. Also, in this table, the effect of a variation in a particular assumption on the fair value of the residual cash flow is calculated independently from any change in another assumption. In reality, changes in one factor may contribute to changes in another (for example, increases in market interest rates may result in lower prepayments), which might magnify or counteract the sensitivities. Furthermore, the estimated fair values as disclosed should not be considered indicative of future earnings on these assets.

Deferred Charges and Other

     Deferred charges and other are primarily composed of interest rate lock commitments, deposits, investments, prepaid expenses, acquisition intangibles, securitization costs and other financing costs.

Advertising Costs

     Advertising costs are expensed as incurred. Advertising costs for fiscal 2005, 2004 and 2003 were $108.6 million, $91.4 million and $78.6 million, respectively.

Foreign Currency Exchange Gains or Losses

     Home Building’s international operations, whose functional currency is not the U.S. dollar, translates its financial statements into U.S. dollars. Assets and liabilities are translated at the exchange rate in effect as of the financial statement date. Income statement accounts are translated using the average exchange rate for the period. Income statement accounts that represent significant, non-recurring transactions are translated at the rate in effect as of the date of the transaction. Gains and losses resulting from the translation are included in accumulated other comprehensive income as a separate component of stockholders’ equity.

Off-Balance Sheet Obligations

     The Company enters into various “off-balance-sheet” transactions in the normal course of business in order to facilitate homebuilding activities. Further discussion regarding these transactions can be found in Note (H), “Commitments and Contingencies.”

Insurance Accruals

     We have certain deductible limits under our workers’ compensation, automobile and general liability insurance policies for which reserves are actuarially determined based on claims filed and an estimate of claims incurred but not yet reported. Projection of losses concerning these liabilities is subject to a high degree of variability due to factors such as claim settlement patterns, litigation trends and legal interpretations. The Company periodically assesses the adequacy of its insurance accruals and adjusts the amounts as necessary. Although we consider the insurance accruals reflected in our consolidated balance sheet to be adequate, there can be no assurance that this accrual will prove to be sufficient over time to cover ultimate losses. Expenses associated with insurance claims up to our deductible limits were $52.3 million, $42.7 million and $18.1 million for fiscal 2005, 2004 and 2003, respectively. As of March 31, 2005 and 2004, accrued insurance included in accrued liabilities in the accompanying Consolidated Balance Sheets was $118.1 million and $91.7 million, respectively.

Stock-Based Employee Compensation Arrangements

     On April 1, 2003, the Company adopted the fair value measurement provisions of Statement of Financial Accounting Standards No. 123, “Accounting for Stock-Based Compensation” (“SFAS No. 123”), under which the Company recognizes compensation expense of a stock option award to an employee over the vesting period based on the fair value of the award on the grant date. The fair value method has been applied to awards granted or modified on or after April 1, 2003 (the prospective method). Awards granted prior to such date continued to be accounted for in accordance with Accounting Principles Board Opinion No. 25,

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“Accounting for Stock Issued to Employees” (“APB No. 25”), and related interpretations, until the modification of those awards described in the following paragraph.

     On January 30, 2004, the Company modified all of its outstanding stock options and long-term incentive plan rights in order to keep the holders in the same economic position as before the spin-off of Centex Construction Products, Inc. (“Construction Products”). This adjustment is a modification, which resulted in a reduction of the option exercise price and an increase in the number of shares covered by the options or long-term incentive plan rights, under the provisions of SFAS No. 123 and accordingly, compensation expense of $12.2 million will be expensed over the remaining vesting periods. The $12.2 million in compensation expense represents the unamortized grant date Black-Scholes fair value of unvested options as of January 30, 2004. Subsequent to January 30, 2004, the Company has no outstanding options or other stock rights accounted for under the provisions of APB No. 25. In December 2004, the FASB issued a revision to SFAS No. 123.

     In May 2004, the Company granted approximately 1.8 million options to employees. The fair value of these options is $31.3 million, as calculated under the Black-Scholes option-pricing model, and is recognized as compensation expense over the vesting period. Compensation expense of $10.3 million related to these stock options was recognized during fiscal 2005. Stock units granted under the Company’s long-term incentive plan and restricted stock are recognized as compensation expense over the vesting period based on the fair market value of the Company’s stock on the date of grant.

     The following pro forma information reflects the Company’s net earnings and earnings per share as if compensation cost for all stock option plans and other equity-based compensation programs had been determined based upon the fair value at the date of grant for awards outstanding in fiscal 2005, 2004 and 2003, consistent with the provisions of SFAS No. 123.

	For the Years Ended March 31,
	2005			2004			2003
Net Earnings — as Reported	$	1,011,364		$	827,686		$	555,919
Stock-Based Employee Compensation Included in Reported Net Income, net of Related Tax Effects		31,902			19,727			4,244
Total Stock-Based Employee Compensation Expense Determined Under Fair Value Based Method, net of Related Tax Effects		(31,902	)		(31,580	)		(24,512	)
Pro Forma Net Earnings	$	1,011,364		$	815,833		$	535,651
Earnings Per Share:
Basic — as Reported	$	8.08		$	6.71		$	4.57
Basic — Pro Forma	$	8.08		$	6.61		$	4.41
Diluted — as Reported	$	7.64		$	6.40		$	4.41
Diluted — Pro Forma	$	7.64		$	6.29		$	4.25

Income Taxes

     The Company accounts for income taxes on the deferral method whereby deferred tax assets and liabilities are recognized for the consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis.

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Interest Expense

     Interest expense relating to the Financial Services segment is included in Financial Services’ costs and expenses. Home Building capitalizes a portion of interest incurred as a component of housing projects’ inventory cost. Capitalized interest is included in Home Building’s costs and expenses as related housing inventories are sold. Interest expense related to segments other than Financial Services and Home Building is included as a separate line item on the Statements of Consolidated Earnings.

	For the Years Ended March 31,
	2005			2004			2003
Total Interest Incurred	$	486,197		$	378,718		$	318,349
Less — Interest Capitalized		(180,003	)		(114,997	)		(73,572	)
Financial Services Interest Expense		(283,985	)		(223,852	)		(184,451	)
Interest Expense, net	$	22,209		$	39,869		$	60,326
Capitalized Interest Relieved to Home Building’s Costs and Expenses	$	137,011		$	89,144		$	49,450

Statements of Consolidated Cash Flows — Supplemental Disclosures

     The following table provides supplemental disclosures related to the Statements of Consolidated Cash Flows:

	For the Years Ended March 31,
	2005		2004		2003
Cash Paid for Interest	$	460,012	$	362,167	$	318,607
Net Cash Paid for Taxes	$	366,411	$	356,853	$	204,368

     Effective July 1, 2003, the Company consolidated HSF-I pursuant to the provisions of FIN 46, as discussed in Note (F), “Indebtedness.” As of July 1, 2003, the cumulative effect of a change in accounting principle recorded was $13.3 million, net of tax. As of July 1, 2003, assets and liabilities consolidated were as follows:

Cash and Cash Equivalents	$	18,000
Residential Mortgage Loans Held for Sale		2,443,428
Other Assets		(36,100	)
Accounts Payable		20,910
Financial Services Debt		(2,459,498	)
Cumulative Effect of a Change in Accounting Principle	$	(13,260	)

     As explained in Note (I), “Land Held Under Option Agreements not Owned and Other Land Deposits” pursuant to the provisions of FIN 46, as of March 31, 2005 and 2004, the Company consolidated $415.4 million and $332.7 million, respectively, of lot option agreements and recorded $41.5 million and $29.7 million, respectively, of deposits related to these options as land held under option agreements not owned.

Recent Accounting Pronouncements

     In December 2004, the FASB issued a revision to SFAS No. 123 entitled “Share-Based Payment,” (“SFAS 123R”). Share-based payments are transactions in which an enterprise receives employee services in exchange for (1) equity instruments of the enterprise or (2) liabilities that are based on the fair value of the enterprise’s equity instruments or that may be settled by the issuance of such equity instruments. SFAS 123R

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requires companies to recognize in the income statement the grant-date fair value of stock options and other equity-based compensation issued to employees, but expresses no preference for a type of valuation model. SFAS 123R supersedes APB No. 25 and is effective for annual periods beginning after June 15, 2005. SFAS 123R is not expected to have a material impact on the Company’s results of operations or financial position.

     In December 2004, the FASB issued Staff Position 109-1 (“FSP 109-1”), Application of FASB Statement No. 109 (“FASB No. 109”), “Accounting for Income Taxes,” to the Tax Deduction on Qualified Production Activities Provided by the American Jobs Creation Act of 2004. FSP 109-1 clarifies guidance that applies to the new deduction for qualified domestic production activities. When fully phased-in, the deduction will be up to 9% of the lesser of “qualified production activities income” or taxable income. FSP 109-1 clarifies that the deduction should be accounted for as a special deduction under FASB No. 109 and will reduce tax expense in the period or periods during which the amounts are deductible on the tax return. Although this provision does not impact the fiscal year 2005 financial statements, the Company believes the new deduction for qualified domestic production activities will likely result in a benefit to the Company’s financial statements in future periods. The Company is currently quantifying the potential benefit of this provision.

Reclassifications

     Certain prior year balances have been reclassified to conform to the fiscal 2005 presentation.

(B)  RESIDENTIAL MORTGAGE LOANS HELD FOR INVESTMENT

     Residential mortgage loans held for investment by Home Equity, including real estate owned, consisted of the following:

	March 31,
	2005			2004
Residential Mortgage Loans Held for Investment	$	7,999,728		$	6,554,513
Allowance for Losses on Residential Mortgage Loans Held for Investment		(85,302	)		(56,358	)
Residential Mortgage Loans Held for Investment, net of Allowance for Losses	$	7,914,426		$	6,498,155

     At March 31, 2005, contractual maturities of residential mortgage loans held for investment were as follows:

2006	$	99,630
2007		98,878
2008		98,525
2009		105,300
2010 and thereafter		7,597,395
	$	7,999,728

     It is the Company’s experience that a substantial portion of the loan portfolio generally is renewed or repaid prior to contractual maturity dates. The above maturity schedule should not be regarded as a forecast of future cash collections.

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(C)  ALLOWANCE FOR LOSSES ON RESIDENTIAL MORTGAGE LOANS HELD FOR INVESTMENT

     Changes in the allowance for losses on residential mortgage loans held for investment were as follows:

	For the Years Ended March 31,
	2005			2004			2003
Balance at Beginning of Period	$	56,358		$	28,384		$	14,106
Provision for Losses		98,801			79,503			34,859
Losses Sustained, net of Recoveries of $1,226, $204 and $160		(69,857	)		(51,529	)		(20,581	)
Balance at End of Period	$	85,302		$	56,358		$	28,384
Allowance as a Percentage of Gross Loans Held for Investment		1.1	%		0.9	%		0.6	%
Allowance as a Percentage of 90+ Days Contractual Delinquency		44.2	%		36.4	%		23.2	%
90+ Days Contractual Delinquency (based on months)
Total Dollars Delinquent	$	192,835		$	154,868		$	122,479
% Delinquent		2.4	%		2.4	%		2.6	%

(D)  PROPERTY AND EQUIPMENT

     Property and equipment cost by major category and accumulated depreciation are summarized below:

	March 31,
	2005			2004
Land, Buildings and Improvements	$	96,842		$	98,887
Machinery, Equipment and Other		268,971			218,883
		365,813			317,770
Accumulated Depreciation		(203,508	)		(161,879	)
	$	162,305		$	155,891

     The Company had depreciation expense related to property and equipment of $42.1 million, $39.5 million, and $35.9 million for fiscal 2005, 2004, and 2003, respectively.

(E)  GOODWILL

     A summary of changes in goodwill by segment for the years ended March 31, 2005 and 2004 are presented below:

	Home			Financial			Construction
	Building			Services			Services		Other			Total
Balance as of March 31, 2003	$	123,011		$	17,055		$	1,007	$	71,866		$	212,939
Goodwill Acquired		36,425			414			—		6,674			43,513
Other		(829	)		(867	)		—		(498	)		(2,194	)
Balance as of March 31, 2004		158,607			16,602			1,007		78,042			254,258
Goodwill Acquired		—			—			—		4,402			4,402
Goodwill Disposed		—			(4,865	)		—		—			(4,865	)
Other		(480	)		—			—		(152	)		(632	)
Balance as of March 31, 2005	$	158,127		$	11,737		$	1,007	$	82,292		$	253,163

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     Goodwill for the Other segment at March 31, 2005 and 2004 is related to the Company’s home services operations.

     As explained in Note (G), “Merger of 3333 Holding Corporation and Subsidiary and Centex Development Company, L.P. and Subsidiaries,” the Company acquired through merger the Partnership, which resulted in the consolidation of $36.4 million in Home Building’s goodwill in fiscal 2004.

(F)  INDEBTEDNESS

     A summary of the balances of short-term and long-term debt (debt instruments with original maturities greater than one year) and weighted-average interest rates at March 31 is presented below. Due dates are presented in fiscal years. Centex, in this note, refers to the consolidation of all subsidiaries other than those included in Financial Services.

	March 31,
	2005					2004
			Weighted-					Weighted-
			Average					Average
			Interest					Interest
			Rate					Rate
Short-term Debt:
Centex	$	7,870		1.72	%	$	—		—	%
Financial Services
Financial Institutions		190,779		3.12	%		601,718		1.42	%
Harwood Street Funding I, LLC Term Notes		250,000		2.90	%		—		—	%
Secured Liquidity Notes:
Harwood Street Funding I, LLC		1,195,076		2.89	%		936,000		1.15	%
Harwood Street Funding II, LLC		832,021		2.99	%		566,798		1.15	%
Consolidated Short-term Debt		2,475,746					2,104,516
Long-term Debt:
Centex
Medium-term Note Programs, due through 2008		398,000		4.59	%		258,000		4.67	%
Senior Notes, due through 2015		2,458,547		6.32	%		1,808,332		6.73	%
Other Indebtedness, due through 2015		182,716		5.53	%		152,152		5.31	%
Subordinated Debt:
Subordinated Debentures, due in 2007		99,838		8.75	%		99,763		8.75	%
Subordinated Debentures, due in 2006		99,992		7.38	%		99,943		7.38	%
		3,239,093					2,418,190
Financial Services
Home Equity Asset-Backed Certificates, due through 2035		7,099,520		3.63	%		5,964,924		3.59	%
Harwood Street Funding I, LLC Variable-Rate Subordinated Extendable Certificates, due through 2010		60,000		4.87	%		139,000		3.06	%
Harwood Street Funding II, LLC Variable-Rate Subordinated Notes, due through 2009		93,750		5.02	%		93,750		3.24	%
		7,253,270					6,197,674
Consolidated Long-term Debt		10,492,363					8,615,864
Total Debt	$	12,968,109				$	10,720,380

     As of March 31, 2005, Centex’s short-term debt consists of $7.9 million in land acquisition notes.

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     The weighted-average interest rates for short-term and long-term debt during the years ended March 31, 2005, 2004, and 2003 were:

	For the Years Ended March 31,
	2005			2004			2003
Short-term Debt
Centex		2.05	%		1.26	%		1.81	%
Financial Services		2.24	%		1.23	%		1.61	%
Long-term Debt:
Centex
Medium-term Note Programs (1)		5.41	%		5.30	%		5.31	%
Senior Notes		6.47	%		6.87	%		7.72	%
Other Indebtedness		5.62	%		3.97	%		4.16	%
Subordinated Debentures		8.06	%		8.06	%		8.06	%
Financial Services
Centex Home Equity Company, LLC Long-term Debt (2)		3.40	%		3.51	%		4.50	%
CTX Mortgage Company, LLC Long-term Debt (3)		3.58	%		2.56	%		—	%

(1)	Interest rates include the effects of an interest rate swap agreement.
(2)	Consists of Centex Home Equity Company, LLC Asset-Backed Certificates and Harwood Street Funding II, LLC Variable-Rate Subordinated Notes.
(3)	Consists of Harwood Street Funding I, LLC Variable-Rate Subordinated Extendable Certificates.

     Maturities of Centex’s and Financial Services’ long-term debt during the next five years ending March 31 are:

			Financial
	Centex		Services		Total
2006	$	341,814	$	2,700,983	$	3,042,797
2007		291,872		2,202,319		2,494,191
2008		667,884		1,157,803		1,825,687
2009		1,246		392,068		393,314
2010		226,264		465,128		691,392
Thereafter		1,710,013		334,969		2,044,982
	$	3,239,093	$	7,253,270	$	10,492,363

     Financial Services’ long-term debt associated with Home Equity includes Asset-Backed Certificates of $7.10 billion at March 31, 2005. These Asset-Backed Certificates relate to securitized residential mortgage loans structured as collateralized borrowings. The holders of such debt have no recourse for non-payment to Centex Home Equity Company, LLC or Centex Corporation; however, as is common in these structures, Centex Home Equity Company, LLC remains liable for customary loan representations. The principal and interest on these certificates are paid from the liquidation of the underlying residential mortgage loans, which serve as collateral for the debt. Accordingly, the timing of the principal payments on these certificates is dependent upon the payments received on the underlying residential mortgage loans. The expected maturities of this component of long-term debt are based on contractual maturities adjusted for projected prepayments.

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     Under Centex Corporation’s bank credit facilities, the Company is required to maintain certain leverage and interest coverage ratios and a minimum tangible net worth. At March 31, 2005, the Company was in compliance with all of these covenants.

Credit Facilities

     The Company’s existing credit facilities and available borrowing capacity as of March 31, 2005 are summarized below:

	Existing Credit		Available
	Facilities		Capacity
Centex
Centex Corporation
Multi-Bank Revolving Credit Facility	$	800,000	$	800,000	(1)
Multi-Bank Revolving Letter of Credit Facility		300,000		71,391	(2)
		1,100,000		871,391	(3)
International Homebuilding
Multi-Bank Revolving Credit Facility		319,430		180,384
Bonded Facility		14,093		14,093
		333,523		194,477	(4)
Financial Services
Secured Credit Facility		515,000		324,221	(5)
Harwood Street Funding I, LLC Facility		3,000,000		1,494,000
Harwood Street Funding II, LLC Facility		2,500,000		1,574,229
		6,015,000		3,392,450
	$	7,448,523	$	4,458,318	(6)

(1)	This is an unsecured, committed, multi-bank revolving credit facility, maturing in July 2007, which serves as backup for commercial paper borrowings. As of March 31, 2005, there were no borrowings under this backup facility, and our $700 million commercial paper program had no amounts outstanding. We have not borrowed under this revolving credit facility since its inception.
(2)	This is an unsecured, committed, multi-bank revolving letter of credit facility, maturing in July 2005. Letters of credit under this facility may expire no later than July 2006.
(3)	In conjunction with the issuance of surety bonds in support of our Construction Services activity, Centex Corporation will provide letters of credit of up to $100 million if Centex Corporation’s public debt ratings fall below investment grade. In support of this ratings trigger, we maintain a minimum of $100 million in unused committed credit at all times.
(4)	The international homebuilding operations maintain a £170 ($319) million unsecured, committed, multi-bank revolving credit facility, maturing in February 2008, and a £7.5 ($14) million unsecured, uncommitted bonding facility, each of which is guaranteed by Centex Corporation.
(5)	CTX Mortgage Company, LLC and its related companies and Home Equity share in a $250 million secured, committed credit facility to finance mortgage inventory. CTX Mortgage Company, LLC and its related companies also maintain $265 million of secured, committed mortgage warehouse facilities to finance mortgages. In April 2005, Home Equity completed a transaction which will permit it to securitize its mortgage servicer advances in an amount up to $100 million with a final maturity of May 2011. This facility has no recourse to Centex Corporation.
(6)	The amount of available capacity consists of $4,444.2 million of committed capacity and $14.1 million of uncommitted capacity as of March 31, 2005. Although we believe that the uncommitted capacity is currently available, there can be no assurance that the lenders under these facilities would elect to make advances if and when requested to do so.

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CTX Mortgage Company, LLC and Harwood Street Funding I, LLC

     CTX Mortgage Company, LLC finances its inventory of mortgage loans held for sale principally through sale of loans to HSF-I, pursuant to a mortgage loan purchase agreement, as amended (the “HSF-I Purchase Agreement”). Under the terms of the HSF-I Purchase Agreement, CTX Mortgage Company, LLC may elect to sell to HSF-I, and HSF-I is obligated to purchase from CTX Mortgage Company, LLC, mortgage loans that satisfy certain eligibility criteria and portfolio requirements. Since 1999, CTX Mortgage Company, LLC has sold substantially all conforming and Jumbo “A” mortgage loans that it originates to HSF-I in accordance with the HSF-I Purchase Agreement. HSF-I’s commitment to purchase eligible mortgage loans continues in effect until the occurrence of certain termination events described in the HSF-I Purchase Agreement. At March 31, 2005, the maximum amount of mortgage loans that HSF-I is allowed to carry in its inventory under the HSF-I Purchase Agreement is $3.0 billion. When HSF-I acquires mortgage loans, it holds them on average approximately 60 days and then resells them into the secondary market. In accordance with the HSF-I Purchase Agreement, CTX Mortgage Company, LLC acts as servicer of the loans owned by HSF-I and arranges for the sale of the eligible mortgage loans into the secondary market. HSF-I obtains the funds needed to purchase eligible mortgage loans from CTX Mortgage Company, LLC by issuing (1) short-term secured liquidity notes, (2) medium-term debt and (3) subordinated certificates. As of March 31, 2005, HSF-I had outstanding (1) short-term secured liquidity notes rated A1+ by Standard & Poor’s, or S&P, and P-1 by Moody’s Investors Service, or Moody’s, (2) term notes rated A1+ by S&P and P-1 by Moody’s and (3) subordinated certificates maturing in September 2009, extendable for up to five years, rated BBB by S&P and Baa2 by Moody’s. The purposes of this arrangement are to allow CTX Mortgage Company, LLC to reduce the cost of financing the mortgage loans originated by it and to improve its liquidity.

     In January 2003, the FASB issued FIN 46, which modified the accounting for certain entities in which (1) equity investors do not have a controlling financial interest and/or (2) the entity is unable to finance its activities without additional subordinated financial support from other parties. Pursuant to FIN 46, HSF-I is a variable interest entity for which the Company is the primary beneficiary. Accordingly, HSF-I was consolidated in the Company’s financial statements beginning July 1, 2003. Prior to the implementation of FIN 46, HSF-I was not consolidated in the Company’s financial statements. As a result of the consolidation of HSF-I, the Company recorded a cumulative effect of a change in accounting principle of $13.3 million, net of tax, in the quarter ended September 30, 2003. The consolidation of HSF-I resulted in an increase in the Company’s residential mortgage loans held for sale with a corresponding increase in the Company’s residential mortgage loans held for sale with a corresponding increase in the Company’s debt. In addition, interest income and interest expense of HSF-I subsequent to June 30, 2003, are reflected in the Company’s financial statements. Because HSF-I is a consolidated entity as of July 1, 2003, all transactions between the Company and HSF-I subsequent to June 30, 2003 have been eliminated in consolidation.

     HSF-I has entered into a swap arrangement with a bank (the “Harwood Swap”) under which the bank has agreed to make certain payments to HSF-I, and HSF-I has agreed to make certain payments to the bank, the net effect of which is that the bank has agreed to bear certain interest rate risks, non-credit related market risks and prepayment risks related to the mortgage loans held by HSF-I. The purpose of this arrangement is to provide credit enhancement to HSF-I by permitting it to hedge these risks with a counterparty having a short-term credit rating of A1+ from S&P and P-1 from Moody’s. However, the Company effectively bears all interest rate risks, non-credit related market risks and prepayment risks that are the subject of the Harwood Swap because Centex has entered into a separate swap arrangement with the bank pursuant to which Centex has agreed to pay to the bank all amounts that the bank is required to pay to HSF-I pursuant to the Harwood Swap plus a monthly fee equal to a percentage of the notional amount of the Harwood Swap. Additionally, the bank is required to pay to Centex all amounts that the bank receives from HSF-I pursuant to the Harwood Swap. Financial Services executes the forward sales of CTX Mortgage Company, LLC’s mortgage loans to hedge the risk of reductions in value of mortgages sold to HSF-I or maintained under secured financing agreements. This offsets the majority of the Company’s risk as the counterparty to the swap supporting the payment requirements of HSF-I. See additional discussion of interest rate risks in Note (N), “Derivatives and Hedging.” The Company is also required to reimburse the bank for certain expenses, costs and damages that it may incur.

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     HSF-I’s debt and subordinated certificates do not have recourse to the Company, and the consolidation of this debt and subordinated certificates has not changed the Company’s debt ratings. The Company does not guarantee the payment of any debt or subordinated certificates of HSF-I and is not liable for credit losses relating to securitized residential mortgage loans sold to HSF-I. However, the Company retains certain risks related to the portfolio of mortgage loans held by HSF-I. In particular, CTX Mortgage Company, LLC makes representations and warranties to HSF-I to the effect that each mortgage loan sold to HSF-I satisfies the eligibility criteria and portfolio requirements discussed above. CTX Mortgage Company, LLC may be required to repurchase mortgage loans sold to HSF-I if such mortgage loans are determined to be ineligible loans or there occur certain other breaches of representations and warranties of CTX Mortgage Company, LLC, as seller or servicer. CTX Mortgage Company, LLC’s obligations as servicer, including its obligation as servicer to repurchase such loans, are guaranteed by Centex Corporation. CTX Mortgage Company, LLC records a liability for its estimated losses for these obligations and such amount is included in its loan origination reserve. CTX Mortgage Company, LLC and its related companies sold $9.33 billion and $13.11 billion of mortgage loans to investors during the years ended March 31, 2005 and 2004, respectively. CTX Mortgage Company, LLC and its related companies recognized gains on sales of mortgage loans and related derivative activity of $141.7 million, $245.9 million and $192.4 million for the years ended March 31, 2005, 2004 and 2003, respectively.

Centex Home Equity Company, LLC and Harwood Street Funding II, LLC

     Home Equity finances its inventory of mortgage loans held for investment principally through HSF-II, a wholly-owned, consolidated entity, under a revolving sales agreement that expires upon final payment of the senior and subordinated debt issued by HSF-II. This arrangement, where HSF-II has committed to finance all eligible loans, gives Home Equity daily access to HSF-II’s capacity of $2.5 billion. HSF-II obtains funds for the purchase of eligible loans by issuing (1) short-term secured liquidity notes, (2) medium-term debt and (3) subordinated notes. As of March 31, 2005, HSF-II had outstanding (1) short-term secured liquidity notes rated A1+ by S&P, P-1 by Moody’s and F1+ by Fitch Ratings, or Fitch and (2) subordinated notes rated BBB by S&P, Baa2 by Moody’s and BBB by Fitch. Because HSF-II is a consolidated entity, the debt, interest income and interest expense of HSF-II are reflected in the financial statements of Financial Services. HSF-II’s debt does not have recourse to the Company and the consolidation of this debt does not change the Company’s debt ratings.

     In the event Financial Services is unable to finance its inventory of loans through HSF-I and HSF-II, it would draw on other existing credit facilities. In addition, Financial Services would need to make other customary financing arrangements to fund its mortgage loan origination activities. Although the Company believes that Financial Services could arrange for alternative financing that is common for non-investment grade mortgage companies, there can be no assurance that such financing would be available on satisfactory terms, and any delay in obtaining such financing could adversely affect the results of operations of Financial Services.

(G)   MERGER OF 3333 HOLDING CORPORATION AND SUBSIDIARY AND CENTEX DEVELOPMENT COMPANY, L.P. AND SUBSIDIARIES

     Prior to February 2004, the common stock of 3333 Holding Corporation (“Holding”) and warrants to purchase limited partnership interests in Centex Development Company, L.P. (“the Partnership”) were traded in tandem with our common stock. The Company held an ownership interest in the Partnership, which was reported on the equity method of accounting as a part of our investment real estate operations. Neither Holding nor the Partnership was consolidated in our financial statements.

     On February 29, 2004, the Company completed the acquisition of Holding and the Partnership through a series of transactions, which included mergers with the Company’s subsidiaries. The transactions were approved by the Company’s stockholders and holders of beneficial interests in Holding at a special joint meeting of stockholders held on February 25, 2004. These transactions terminated the tandem trading

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relationship between the Company’s common stock and the common stock of Holding, as well as the stockholder warrants of the Partnership. For their interests in the securities of Holding and the Partnership, the Company’s stockholders of record on February 29, 2004 received an amount equal to $0.02 per share of the Company’s common stock, totaling approximately $1.2 million, which was paid on March 10, 2004.

     The mergers resulted in the consolidation of Holding and the Partnership. As a result of the mergers, effective March 1, 2004, the Company eliminated its investment in the Partnership of $370.6 million, recorded net assets of $370.6 million including goodwill of $36.4 million, and recorded a dividend to stockholders of $1.2 million. Operations of Holding and the Partnership have been consolidated in the Company’s results of operations subsequent to March 1, 2004.

     The operations of the Partnership included homebuilding operations in the United Kingdom. As a result of the merger, the international homebuilding operations of the Partnership are now included in our Home Building business segment, and the Partnership’s domestic real estate operations continue to be reported within our investment real estate operations included in the Other segment.

(H)   COMMITMENTS AND CONTINGENCIES

     The Company conducts a portion of its land acquisition, development and other activities through its participation in joint ventures in which the Company holds less than a majority interest. These land related activities typically require substantial capital, and partnering with other developers allows Home Building to share the risks and rewards of ownership while providing for efficient asset utilization. The Company’s investment in these non-consolidated joint ventures was $163.9 million and $140.1 million at March 31, 2005 and 2004, respectively. These joint ventures had total outstanding secured construction debt of approximately $426.3 million and $202.2 million at March 31, 2005 and 2004, respectively. The Company is liable, on a contingent basis, through guarantees, letters of credit or other arrangements, with respect to a portion of the construction debt of certain of the joint ventures, which we refer to as the recourse joint ventures. The Company’s maximum potential liability with respect to the debt of the recourse joint ventures, based on its ownership percentage of the recourse joint ventures, is approximately $160.1 million and $73.2 million at March 31, 2005 and 2004, respectively. For certain of the joint ventures, the Company has also guaranteed the completion of the project by the joint ventures and agreed to indemnify the construction lender for certain environmental liabilities with respect to the project.

     At March 31, 2005, the Company has $230.3 million in outstanding letters of credit. These letters of credit are primarily issued pursuant to certain performance related obligations of the Home Building segment.

     In the normal course of its business, the Company issues certain representations, warranties and guarantees related to its home sales, land sales, building sales, commercial construction and mortgage loan originations. The Company believes that it has established the necessary accruals for these representations, warranties and guarantees. See further discussion on our warranty liability below.

     Home Building offers a ten-year limited warranty for most homes constructed and sold in the United States and in the United Kingdom. The warranty covers defects in materials or workmanship in the first two years of the customer’s ownership of the home and certain designated components or structural elements of the home in the third through tenth years. Prior to April 1, 2004, Home Building’s United States warranties for non-structural defects in materials or workmanship covered the first year. In California, effective January 1, 2003, Centex Homes began following the statutory provisions of Senate Bill 800, which, in part, provide a statutory warranty to customers and a statutory dispute resolution process. Home Building estimates the costs that may be incurred under its warranty program for which it will be responsible and records a liability at the time each home is closed. Factors that affect Home Building’s warranty liability include the number of homes closed, historical and anticipated rates of warranty claims, and cost per claim. Home Building periodically assesses the adequacy of its recorded warranty liability and adjusts the amounts as necessary.

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     Changes in Home Building’s contractual warranty liability at March 31 are as follows:

	March 31,
	2005			2004
Balance at Beginning of Period	$	20,146		$	16,125
Warranties Issued		46,303			29,806
Settlements Made		(34,365	)		(25,597	)
Changes in Liability of Pre-Existing Warranties, Including Expirations		6,869			(188	)
Balance at End of Period	$	38,953		$	20,146

     CTX Mortgage Company, LLC has established a liability for anticipated losses associated with loans originated. Changes in CTX Mortgage Company, LLC’s mortgage loan origination reserve at March 31 are as follows:

	March 31,
	2005			2004
Balance at Beginning of Period	$	25,045		$	28,594
Provisions for Losses		557			1,837
Settlements		(6,799	)		(5,386	)
Balance at End of Period	$	18,803		$	25,045

     In January 2003, we received a request for information from the United States Environmental Protection Agency (“EPA”) pursuant to Section 308 of the Clean Water Act seeking information about storm water discharge practices at projects that Centex subsidiaries had completed or were building. Subsequently, the EPA limited its request to Home Building and 30 communities. Home Building has provided the requested information and the United States Department of Justice (the “Justice Department”), acting on behalf of the EPA, has asserted that some of these and certain other communities (including one of Construction Services’ projects) have violated regulatory requirements applicable to storm water discharges, and that injunctive relief and civil penalties may be warranted. Home Building and Construction Services believe they have defenses to the allegations made by the EPA and are exploring methods of settling this matter. Centex does not believe that this matter will have a material impact on the Company’s consolidated results of operations or financial position.

     On November 23, 2004, Miami-Dade County, Florida filed suit against Centex-Rooney Construction Co., a wholly-owned subsidiary of Centex Corporation; John J. Kirlin, Inc.; and M. C. Harry and Associates, Inc., in the County’s Circuit Court of the Eleventh Judicial Circuit. Miami-Dade County alleges that, in the course of performing or managing construction work on Concourse F at the Miami International Airport, the defendants caused a jet fuel line rupture on or about July 30, 1987, which resulted in the contamination of soil, groundwater and surface water in and around airport Concourse F. Miami-Dade County seeks damages of approximately $8.0 million for its costs incurred to date and for expected future costs, civil penalties and an order requiring the defendants to address remaining contamination. Centex believes it has substantial defenses to Miami-Dade County’s claims, including waiver and release and statute of limitations defenses. Centex also believes insurance coverage may be available to cover defense costs and any potential damages. Centex does not believe that this lawsuit will have a material impact on the Company’s consolidated results of operations or financial position.

     In the normal course of its business, the Company and/or its subsidiaries are named as defendants in certain suits filed in various state and federal courts. Management believes that none of the litigation matters in which the Company or any subsidiary is involved would have a material adverse effect on the consolidated financial condition or operations of the Company.

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     The Company leases certain office facilities and other equipment under operating leases. Future minimum payments under the noncancelable leases are as follows: 2006 — $64.0 million; 2007 — $56.7 million; 2008 — $50.2 million; 2009 — $41.5 million; 2010 — $33.9 million and thereafter — $65.2 million.

     Rental expense for the years ended March 31, 2005, 2004 and 2003 was $65.5 million, $52.3 million and $39.1 million, respectively.

(I)   LAND HELD UNDER OPTION AGREEMENTS NOT OWNED AND OTHER LAND DEPOSITS

     In order to ensure the future availability of land for homebuilding, the Company enters into lot option purchase agreements with unaffiliated third parties. Under the option agreements, the Company pays a stated deposit in consideration for the right to purchase land at a future time, usually at predetermined prices. These options generally do not contain performance requirements from the Company nor obligate the Company to purchase the land, and expire at various dates through the year 2014.

     The Company has determined that in accordance with the provisions of FIN 46, it is the primary beneficiary of certain lot option agreements at March 31, 2005. As a result, the Company recorded $415.4 million and $332.7 million of land as inventory under the caption land held under option agreements not owned, with a corresponding increase to minority interests as of March 31, 2005 and 2004, respectively. In addition, at March 31, 2005 and 2004, the Company recorded $41.5 million and $29.7 million, respectively, of deposits related to these options as land held under option agreements not owned.

     At March 31, 2005 and 2004, the Company had deposited, invested or secured with a letter of credit with third parties $182.3 million and $88.7 million, respectively, to ensure future availability of land for homebuilding. As of March 31, 2005, deposits of $141.9 million (excluding the $41.5 million of deposits discussed above) are included in land held for development and sale. At March 31, 2004, deposits of $88.7 million (excluding the $29.7 million of deposits discussed above) were included in land held for development and sale. As of March 31, 2005 and 2004, these lot option agreements had a total remaining purchase price of approximately $6.93 billion and $3.22 billion, respectively.

(J)   COMPREHENSIVE INCOME

     Comprehensive income is summarized below:

	For the Years Ended March 31,
	2005		2004		2003
Net Earnings	$	1,011,364	$	827,686	$	555,919
Other Comprehensive Income (Loss), net of Tax:
Unrealized Gain (Loss) on Hedging Instruments		24,615		5,706		(10,849	)
Foreign Currency Translation Adjustments		8,969		36,864		19,330
Other		—		964		(1,516	)
Comprehensive Income	$	1,044,948	$	871,220	$	562,884

     The foreign currency translation adjustments are primarily the result of international homebuilding’s translated assets, liabilities and income statement accounts. The unrealized gain or loss on hedging instruments represents the deferral in other comprehensive income (loss) of the unrealized gain or loss on interest rate swap agreements designated as cash flow hedges. The accounting for interest rate swaps and other derivative financial instruments in place as of March 31, 2005 is discussed in detail in Note (N), “Derivatives and Hedging.” Unrealized gain or loss on hedging instruments also includes other comprehensive loss of $7,104 related to terminated hedges executed in connection with the anticipated issuance of fixed-rate debt. This other comprehensive loss will be recognized in earnings over the remaining term of the respective fixed-rate debt.

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Other consists of the unrealized gain or loss on investments, which represents mark to market adjustments to securities available for sale by the Company.

     The components of accumulated other comprehensive income are as follows:

	As of March 31, 2005
			Tax
	Before Tax		(Expense)			Net-of-Tax
	Amount		Benefit			Amount
Unrealized Gain on Hedging Instruments	$	12,910	$	(4,471	)	$	8,439
Foreign Currency Translation Adjustments		62,688		—			62,688
Accumulated Other Comprehensive Income	$	75,598	$	(4,471	)	$	71,127

(K)   BUSINESS SEGMENTS

     As of March 31, 2005, the Company operated in three principal business segments: Home Building, Financial Services and Construction Services. These segments operate primarily in the United States, and their markets are nationwide. Revenues from any one customer are not significant to the Company. Intersegment revenues and investments in joint ventures are not material and are not shown in the following tables.

     In June 2003, we consummated the tax-free spin-offs to our stockholders of substantially all of our manufactured housing operations, which had previously been included in the Other segment. In January 2004, we spun off tax-free to our stockholders our entire ownership interest in Construction Products, our former construction products subsidiary, which had previously been reported as a separate business segment. All Construction Products’ operations are reflected as a discontinued operation and are not included in the segment information below.

     As previously described in Note (G), “Merger of 3333 Holding Corporation and Subsidiary and Centex Development Company, L.P. and Subsidiaries,” in February 2004, the Company acquired Holding and the Partnership. Subsequent to the merger, the Company has consolidated the financial results of the Partnership; and as a result, the Company realigned its reporting for the Partnership, whereby the Partnership’s international homebuilding operations are included in the Home Building business segment. The Partnership’s domestic operations continue to be reported within our investment real estate operations. The Company has determined that no significant capital will be allocated to our investment real estate operations for new business development. Beginning April 1, 2004, the financial results of our investment real estate operations are included in the Other business segment. Prior period amounts have been reclassified to conform to the current year presentation.

Home Building

     Home Building’s domestic operations involve the purchase and development of land or lots and the construction and sale of detached and attached single-family homes (including resort and second home properties and lots) and land or lots. Our international homebuilding operations involve the purchase and development of land or lots and the construction and sale of a range of products from small single-family units to executive houses and apartments in the United Kingdom.

Financial Services

     Financial Services’ operations consist primarily of home financing, sub-prime home equity lending and the sale of title insurance and other various insurance coverages. These activities include mortgage origination, servicing and other related services for homes sold by the Company’s subsidiaries and others. Financial Services’ revenues include interest income of $648.6 million, $525.9 million and $356.8 million in fiscal 2005,

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2004 and 2003, respectively. Substantially all of the Company’s interest income in each year is earned by the Financial Services segment. Financial Services’ cost of sales is comprised of interest expense related to debt issued to fund its home financing and sub-prime home equity lending activities.

Construction Services

     Construction Services’ operations involve the construction of buildings for both private and government interests including educational institutions, hospitals, military housing, correctional institutions, airport facilities, office buildings, hotels and resorts and sports facilities. As this segment generates positive cash flow, intercompany interest income (credited at the prime rate in effect) of $6.8 million, $4.9 million and $6.2 million for fiscal 2005, 2004 and 2003, respectively, is included in management’s evaluation of this segment. However, the intercompany interest income is eliminated in consolidation and excluded from the tables presented below.

Other

     The Company’s Other segment includes corporate general and administrative expenses and interest expense. Also included in the Other segment are the Company’s home services operations and investment real estate operations, which are not material for purposes of segment reporting. In June 2003, the Company spun off tax-free substantially all of its manufactured housing operations, which had previously been included in the Other segment. All remaining manufactured housing operations are reflected as a discontinued operation and not included in the segment information below.

     The following are included in Other in the tables below (dollars in millions):

	For the Years Ended March 31,
	2005			2004			2003
Operating Loss from Home Services Operations	$	(15.8	)	$	(2.3	)	$	(9.6	)
Operating Earnings from Investment Real Estate Operations		21.4			44.8			34.0
Corporate General and Administrative Expense		(82.9	)		(105.5	)		(60.3	)
Interest Expense		(22.2	)		(39.9	)		(60.3	)
Other		—			—			(0.6	)
	$	(99.5	)	$	(102.9	)	$	(96.8	)

	For the Year Ended March 31, 2005
	(Dollars in millions)
	Home			Financial			Construction
	Building			Services			Services			Other			Total
Revenues	$	9,861.0		$	1,107.2		$	1,738.6		$	152.9		$	12,859.7
Cost of Sales		(7,111.5	)		(284.0	)		(1,646.9	)		(79.2	)		(9,121.6	)
Selling, General and Administrative Expenses		(1,373.0	)		(618.8	)		(70.1	)		(173.2	)		(2,235.1	)
Earnings from Unconsolidated Entities		68.9			—			1.9			—			70.8
Earnings (Loss) from Continuing Operations Before Income Tax	$	1,445.4		$	204.4		$	23.5		$	(99.5	)	$	1,573.8
Segment Assets	$	8,448.6		$	10,453.9		$	340.6		$	768.0		$	20,011.1
Capital Expenditures	$	32.7		$	23.7		$	1.6		$	4.0		$	62.0
Depreciation and Amortization	$	26.0		$	17.8		$	1.9		$	12.6		$	58.3

     The Home Building segment includes revenues and total assets of $501.3 million and $677.3 million, respectively, from operations in the United Kingdom for the fiscal year ended March 31, 2005.

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	For the Year Ended March 31, 2004
	(Dollars in millions)
	Home			Financial			Construction
	Building			Services			Services			Other			Total
Revenues	$	7,599.5		$	1,047.9		$	1,596.3		$	119.7		$	10,363.4
Cost of Sales		(5,607.2	)		(223.8	)		(1,521.9	)		(37.8	)		(7,390.7	)
Selling, General and Administrative Expenses		(1,042.3	)		(593.8	)		(60.1	)		(199.3	)		(1,895.5	)
Earnings from Unconsolidated Entities		55.3			—			2.1			14.5			71.9
Earnings (Loss) from Continuing Operations Before Income Tax	$	1,005.3		$	230.3		$	16.4		$	(102.9	)	$	1,149.1
Segment Assets	$	6,189.6		$	9,082.5		$	341.5		$	473.9		$	16,087.5
Capital Expenditures	$	33.4		$	16.7		$	2.0		$	4.0		$	56.1
Depreciation and Amortization	$	24.2		$	17.4		$	1.9		$	6.1		$	49.6

     The Home Building segment includes revenues and total assets of $80.5 million and $556.1 million, respectively, from operations in the United Kingdom. Depreciation and Amortization for discontinued operations was $28.2 million for the fiscal year ended March 31, 2004.

	For the Year Ended March 31, 2003
	(Dollars in millions)
	Home			Financial				Construction
	Building			Services			Services			Other			Total
Revenues	$	5,922.7		$	855.0		$	1,517.9		$	133.1		$	8,428.7
Cost of Sales		(4,454.0	)		(184.5	)		(1,415.1	)		(38.3	)		(6,091.9	)
Selling, General and Administrative Expenses		(849.2	)		(508.7	)		(73.6	)		(204.8	)		(1,636.3	)
Earnings from Unconsolidated Entities		32.2			—			1.5			13.2			46.9
Earnings (Loss) from Continuing Operations Before Income Tax	$	651.7		$	161.8		$	30.7		$	(96.8	)	$	747.4
Segment Assets	$	4,000.3		$	5,670.3		$	292.8		$	922.7		$	10,886.1
Capital Expenditures	$	28.4		$	16.6		$	2.0		$	27.7		$	74.7
Depreciation and Amortization	$	18.7		$	17.0		$	2.5		$	35.4		$	73.6

     Depreciation and Amortization for discontinued operations was $38.8 million for the fiscal year ended March 31, 2003.

(L)   INCOME TAXES

     The provision for income taxes includes the following components:

	For the Years Ended March 31,
	2005			2004			2003
Current Provision
Federal	$	487,870		$	310,088		$	169,785
State		81,072			44,042			48,351
		568,942			354,130			218,136
Deferred Provision (Benefit)
Federal		11,806			(1,563	)		4,452
State		(18,343	)		19,366			(2,050	)
		(6,537	)		17,803			2,402
Provision for Income Taxes	$	562,405		$	371,933		$	220,538

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     The difference between income taxes computed at the federal statutory rate of 35% and the actual amounts were as follows:

	For the Years Ended March 31,
	2005			2004			2003
Earnings from Continuing Operations Before Income
Taxes and Cumulative Effect of a Change in Accounting Principle	$	1,573,769		$	1,149,064		$	747,350
Income Taxes at Statutory Rate	$	550,819		$	402,172		$	261,573
Increases (Decreases) in Tax Resulting from —
State Income Taxes, net		40,301			42,037			29,738
Change in Valuation Allowance		(39,278	)		(54,353	)		(88,843	)
Other		10,563			(17,923	)		18,070
Provision for Income Taxes	$	562,405		$	371,933		$	220,538
Effective Tax Rate		36	%		32	%		30	%

     Components of deferred income taxes are as follows:

	March 31,
	2005		2004
Deferred Tax Assets
Deferred Compensation	$	37,121	$	20,848
Net Operating Loss Carryforwards		1,289		39,457
Uniform Capitalization for Tax Reporting		104,939		67,735
Accrued Liabilities		213,442		134,885
Securitization Reporting Differences		—		22,408
Partnership Reporting Differences		14,205		3,116
All Other		3,659		13,150
Deferred Tax Assets		374,655		301,599
Valuation Allowance for Deferred Tax Assets		—		(39,278	)
Total Deferred Tax Assets		374,655		262,321
Deferred Tax Liabilities
Excess Tax Depreciation and Amortization		20,253		10,068
Interest and Real Estate Taxes Expensed as Incurred		75,312		40,636
Installment Sale Reporting		6,389		12,959
Percentage of Completion Reporting		21,780		12,357
Securitization Reporting Differences		62,159		—
All Other		11,027		9,737
Total Deferred Tax Liabilities		196,920		85,757
Net Deferred Tax Assets	$	177,735	$	176,564

     At March 31, 2005, the Company had $3.7 million of net operating loss carryforwards available to reduce future federal taxable income. In fiscal 2005, the Company utilized $109.7 million of net operating loss carryforwards. A valuation allowance had previously been established against $109.2 million of the carryforwards utilized. The net operating loss carryforwards, if unused, expire in fiscal year 2009.

     As of March 31, 2005, the Company has not provided for withholding taxes or U.S. federal income taxes on approximately $110 million of accumulated undistributed earnings of its foreign subsidiaries as they

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are considered by management to be permanently reinvested. Determination of the deferred income tax liability of these unremitted earnings is not practicable as such liability, if any, is dependent on circumstances existing when remittance occurs.

(M)   CAPITAL STOCK AND EMPLOYEE BENEFIT PLANS

Stock Split

     On March 12, 2004, the Company completed a two-for-one stock split in the form of a 100 percent stock dividend to Company stockholders of record on February 29, 2004. All prior period stock prices, dividends and earnings per share have been restated to give retroactive application to the stock split.

Stockholder Rights Plan

     On October 2, 1996, the Board of Directors of the Company (the “Board”) adopted a new stockholder rights plan (“Plan”) to replace the original rights plan, which expired on October 1, 1996. In connection with the Plan, the Board authorized and declared a dividend of one right (“Right”) for each share of Common Stock of the Company to all stockholders of record at the close of business on October 15, 1996. After giving effect to the Company’s two-for-one stock splits effective March 2, 1998 and March 12, 2004, and the April 2002 amendment to the Plan increasing the exercise price, each Right entitles its holder to purchase one one-hundredth of a share of a new series of preferred stock designated Junior Participating Preferred Stock, Series D, at an exercise price of $105.00. The Rights will become exercisable upon the earlier of ten days after the first public announcement that a person or group has acquired beneficial ownership of 15% or more of the Common Stock or ten business days after a person or group announces an offer, the consummation of which would result in such person or group beneficially owning 15% or more of the Common Stock (even if no purchases actually occur), unless such time periods are deferred by appropriate Board action. The Plan excludes FMR Corp. from causing the rights to become exercisable until such time as FMR Corp., together with certain affiliated and associated persons, collectively own 20% or more of the Common Stock.

     If any person or group acquires beneficial ownership of 15% or more (or 20% or more in the case of FMR Corp.) of the Common Stock, the Rights will entitle a holder (other than such person or any member of such group) to buy, at the exercise price, a number of additional shares of Common Stock having a market value of twice the exercise price of each Right. Alternatively, if a person or group has acquired 15% or more (or 20% or more in the case of FMR Corp.) of the Common Stock, but less than 50% of the Common Stock, the Company may at its option exchange each Right of a holder (other than such person or any member of such group) for one share of Common Stock. If the Company is involved in a merger or other business combination at any time after a person or group has acquired beneficial ownership of 15% or more (or 20% or more in the case of FMR Corp.) of the common stock or if, after reaching such 15% threshold, the Company were to sell 50% or more of its assets or earning power, the Rights will entitle a holder to buy, at the exercise price, a number of shares of common stock of the acquiring Company having a market value of twice the exercise price of each Right. In general, the Rights are redeemable at $.01 per Right until 15 days after the Rights become exercisable as described above. Unless earlier redeemed, the Rights will expire on October 12, 2006.

Stock Options

     Stock options granted under the Amended and Restated Centex Corporation 2003 Equity Incentive Plan (the “2003 Plan”), the Amended and Restated Centex Corporation 2001 Stock Plan (the “2001 Plan”) and the Eighth Amended and Restated 1998 Centex Corporation Employee Non-Qualified Stock Option Plan (the “1998 Plan”) may not be granted at less than fair market value. Although the Centex Corporation Amended and Restated 1987 Stock Option Plan (the “1987 Plan”) provides that stock options may be granted at less than fair market value, the Company has consistently followed the practice of issuing options at or above fair market value. No options could be awarded under the 1987 Plan past fiscal 2001. The 1998 Plan, which is administered by the Compensation Committee of the Board of Directors, provides for the grant of nonqualified

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stock options to employees of the Company and its affiliates, other than officers and directors of the Company. The exercise price of any option granted under the 1998 Plan must be paid in cash upon exercise (including pursuant to a cashless exercise), or by means of tendering previously owned shares of common stock or shares issued pursuant to a grant (including pursuant to a net exercise). Under all plans, the option periods and the dates that the shares covered by the options may first become exercisable within a maximum period of ten years at which time these options expire.

     The Company records proceeds from the exercise of stock options as additions to Common Stock and capital in excess of par value. The federal tax benefit, if any, is considered additional capital in excess of par value. On April 1, 2003, the Company adopted the fair value measurement provisions of SFAS No. 123 under which the Company recognizes compensation expense of a stock-based award to an employee on a straight-line basis over the vesting period based on the fair value of the award on the grant date. The fair value method has been applied to awards granted or modified after April 1, 2003 (the prospective method), whereas awards granted prior to such date continued to be accounted for in accordance with APB No. 25, and related interpretations. In general, under APB No. 25, no expense was recognized related to the Company’s stock options because the stock options are granted at or above fair market value.

     A summary of the activity of the stock option plans is presented below:

	For the Years Ended March 31,
	2005					2004					2003
				Weighted-					Weighted-					Weighted-
				Average					Average					Average
	Number of			Exercise		Number of			Exercise		Number of			Exercise
	Shares			Price		Shares			Price		Shares			Price
Options Outstanding, Beginning of Year		17,197,357		$	19.09		16,210,186		$	17.66		14,277,810		$	15.68
Options Granted at Fair Market Value		1,828,230		$	45.30		2,855,480		$	35.51		3,450,980		$	25.21
Options Issued as Part of Modification		—		$	—		1,737,528		$	—		—		$	—
Options Exercised		(4,952,134	)	$	17.00		(3,480,371	)	$	16.25		(1,040,164	)	$	15.05
Options Cancelled		(30,677	)	$	28.17		(125,466	)	$	22.73		(478,440	)	$	18.67
Options Outstanding, End of Year		14,042,776		$	23.22		17,197,357		$	19.09		16,210,186		$	17.66
Options Exercisable, End of Year		11,121,137					11,614,372					10,102,092
Shares Available for Future Stock Option Grants, End of Year		6,365,554					8,808,656					4,777,486
Weighted-Average Fair Value of Options Granted During the Year	$	17.25				$	12.43				$	10.12

     Using the treasury stock method, which assumes that any proceeds together with the related tax benefits from the exercise of options and future compensation expense would be used to purchase Common Stock at current prices, the dilutive effect of the options on outstanding shares as of March 31, 2005 would have been 5.3%. This is significantly less than appears on a gross basis when compared to the 127,729,275 shares of Common Stock outstanding as of March 31, 2005.

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     The following table summarizes information about stock options outstanding at March 31, 2005:

	Options Outstanding						Options Exercisable
			Weighted-
			Average		Weighted-				Weighted-
	Number of		Remaining		Average		Number of		Average
	Shares		Contractual		Exercise		Shares		Exercise
Range of Exercise Prices	Outstanding		Life (Years)		Price		Outstanding		Price
$  5.97-$11.95		2,486,660		4.1	$	9.90		2,421,333	$	9.90
$11.96-$17.92		4,704,006		3.1	$	17.12		4,677,785	$	17.12
$17.93-$23.90		2,414,129		3.8	$	22.69		1,696,496	$	22.68
$29.87-$35.84		2,594,490		4.9	$	31.84		1,695,341	$	31.84
$41.82-$47.79		1,835,491		6.1	$	45.23		630,182	$	45.23
$53.77-$59.74		8,000		6.9	$	58.33		—	$	—
		14,042,776		4.1	$	23.22		11,121,137	$	20.23

     At March 31, 2003, the Company was following the disclosure-only provisions of SFAS No. 123. Accordingly, no compensation cost had been recognized for the stock options. As noted above, effective April 1, 2003, the Company adopted the fair value measurement provisions of SFAS No. 123. On January 30, 2004, the Company modified all of its stock options and long-term incentive plan rights outstanding, in order to keep the holders in the same economic position as before the spin-off of Construction Products. The modification resulted in a reduction of the exercise price and an increase in the number of shares. This adjustment is a modification under the provisions of SFAS No. 123 and accordingly, compensation expense of $12.2 million will be expensed over the remaining vesting periods. The $12.2 million in compensation expense represents the unamortized grant date Black-Scholes fair value of unvested options as of January 30, 2004. Subsequent to January 30, 2004, the Company has no outstanding options or other stock rights accounted for under the provisions of APB No. 25. Had compensation cost for the Company’s stock option plans been determined based on the fair value at the grant date for all awards in fiscal 2004 and 2003, the Company’s net earnings and earnings per share would have been reduced to the pro forma amounts detailed in Note (A), “Significant Accounting Policies.”

     The fair value of each option grant was estimated on the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions:

	For the Years Ended March 31,
	2005			2004			2003
Expected Volatility		44.2	%		42.5	%		38.6	%
Risk-Free Interest Rate		3.7	%		2.1	%		4.7	%
Dividend Yield		0.4	%		0.2	%		0.3	%
Expected Life (Years)		4			4			5

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     The following table summarizes information about equity compensation plans, other than tax qualified plans, as of March 31, 2005:

								(c)
								Number of
								securities
			(a)					remaining available
			Number of					for future issuance
			securities to be			(b)		under equity
			issued upon		Weighted-average			compensation plans
			exercise of		exercise price of			[excluding
			outstanding		outstanding			securities
			options, warrants		options, warrants			reflected in column
Plan Category	Plan		and rights		and rights			(a)]
Equity Compensation Plans		1987		3,961,386	$	14.26			—
Approved by		2001		1,646,650	$	31.50			1,133,490
Stockholders		2003		868,752	$	45.24			5,209,387
Equity Compensation Plans		1998		7,565,988	$	23.57			22,677
not Approved by	Long-Term
Stockholders	Incentive Plan			1,581,746	$	—			29,986
Total				15,624,522	$	23.22	(1)		6,395,540

(1)   Weighted-average exercise price excludes any items with an exercise price of $0.

     See the discussion of the 1987 Plan, 1998 Plan, 2001 Plan and 2003 Plan above. The Company also grants stock units, which are converted into shares of Centex Common Stock at payout, to certain employees under its Long-Term Incentive Plan. Pursuant to the Long-Term Incentive Plan, participants may receive awards of deferred stock units representing the right to receive an equal number of shares of Centex Common Stock at the time the award is paid. Awards vest over a three-year period or upon a change in control, as defined in such Plan, and are generally paid upon the earlier of seven years or retirement, although the Compensation Committee is permitted to make an early payout at its discretion. The Company also issues restricted stock under the 2001 Plan and issues stock awards, restricted stock, stock units and performance awards under the 2003 Plan. At March 31, 2005, there were 209,634 shares of restricted stock outstanding.

Employee Benefit Plans

     Benefits are provided to eligible employees of the Company and certain subsidiaries under the Company’s profit sharing plans. The plans operate on a calendar year. The aggregate cost of these plans to the Company was $36.2 million in fiscal 2005, $32.7 million in fiscal 2004 and $27.2 million in fiscal 2003.

(N)   DERIVATIVES AND HEDGING

     The Company is exposed to the risk of interest rate fluctuations on its debt and other obligations. As part of its strategy to manage the risks that are subject to changes in interest rates, the Company has entered into various interest rate swap agreements, designated as cash flow hedges. Financial Services, through CTX Mortgage Company, LLC and its related companies, enters into mandatory forward trade commitments (“forward trade commitments”) designated as fair value hedges to hedge the interest rate risk related to its portfolio of mortgage loans held for sale. In addition, CTX Mortgage Company, LLC and its related companies enter into other derivatives not designated as hedges. The following discussion summarizes our derivatives used to manage the risk of interest rate fluctuations.

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Cash Flow Hedges

     The Company has interest rate swap agreements that, in effect, fix the variable interest rates on a portion of its outstanding debt. Financial Services, through Home Equity, also uses interest rate swaps to hedge the market risk associated with the anticipated issuance of fixed-rate securitization debt used to finance sub-prime mortgages. These interest rate swap agreements are designated as cash flow hedges. The following table summarizes the interest rate swap agreements in place as of March 31, 2005 (dollars in thousands except as indicated).

				Fixed				Accumulated Other
	Notional Value			Interest			Termination	Comprehensive
	(in millions)			Rate			Date	Income (Loss)
Centex
Interest rate swap	$	25.0			6.7	%	October 2005	$	(438	)
Interest rate swap	$	94.0	(1)		4.0	%	March 2006		665
Financial Services
Interest rate swaps	$	60.0			4.5	% (2)	Through February 2012		142
Interest rate swaps	$	2,500.7			2.6	% (2)	Through April 2008		15,174
								$	15,543

(1)   This interest rate swap hedges £50.0 million of our international homebuilding operation’s outstanding debt.

(2)   Weighted average fixed interest rates.

     Interest rate swap agreements are recorded at their fair value in other assets or accrued liabilities in the Consolidated Balance Sheets. To the extent the hedging relationship is effective, gains or losses in the fair value of the derivative are deferred as a component of stockholders’ equity through other comprehensive income (loss). Fluctuations in the fair value of the ineffective portion of the derivative are reflected in the current period earnings, although such amounts were insignificant for the year ended March 31, 2005.

     Amounts to be received or paid under the swap agreements are recognized as changes in interest incurred on the related debt instruments. Based on the balance in accumulated other comprehensive income, the Company estimates decreases in interest incurred over the next 12 months to be approximately $278.0 thousand for Centex and $17.4 million for Financial Services.

Fair Value Hedges

     Financial Services, through CTX Mortgage Company, LLC and its related companies, enters into certain forward trade commitments designated as fair value hedges to hedge the interest rate risk related to its portfolio of mortgage loans held for sale, including mortgage loans held by HSF-I. Accordingly, changes in the fair value of the forward trade commitments and the mortgage loans, for which the hedge relationship is deemed effective, are recorded as an adjustment to earnings. To the extent the hedge is effective, gains or losses in the value of the hedged loans due to interest rate movement will be offset by an equal and opposite gain or loss in the value of the forward trade commitment. This will result in net zero impact to earnings. To the extent the hedge contains some ineffectiveness, the ineffectiveness is recognized immediately in earnings. The amount of hedge ineffectiveness included in earnings was a gain of approximately $19.9 million and $16.2 million for the years ended March 31, 2005 and 2004, respectively.

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Other Derivatives

     Financial Services, through CTX Mortgage Company, LLC and its related companies, enters into interest rate lock commitments (“IRLCs”) with its customers under which CTX Mortgage Company, LLC and its related companies agree to make mortgage loans at agreed upon rates within a period of time, generally from 1 to 30 days, if certain conditions are met. Initially, the IRLCs are treated as derivative instruments and their fair value is recorded on the balance sheet in other assets or accrued liabilities. The fair value of these loan commitment derivatives does not include future cash flows related to the associated servicing of the loan or the value of any internally-developed intangible assets. Subsequent changes in the fair value of the IRLCs are recorded as an adjustment to earnings.

     To offset the interest rate risk related to its IRLCs, CTX Mortgage Company, LLC and its related companies execute forward trade commitments. Certain forward trade commitments are not designated as hedges and are therefore treated as derivative instruments. Their initial fair value is recorded on the balance sheet in other assets or accrued liabilities. Subsequent changes in the fair value of these forward trade commitments are recorded as an adjustment to earnings.

     The net change in the estimated fair value of other derivatives resulted in a gain of approximately $3.7 million for the year ended March 31, 2005 and a loss of approximately $12.3 million for the year ended March 31, 2004.

(O)   RELATED PARTY TRANSACTIONS

     The following related party transactions with Centex Development Company, L.P. (the “Partnership”) for fiscal year 2004 includes only related party transactions and amounts through February 29, 2004, the date of acquisition of the Partnership. Related party transactions and amounts occurring after the Partnership’s consolidation are not included in the amounts below as the related party amounts have been eliminated in consolidation.

     Centex Homes purchased land from the Partnership during fiscal 2004 totaling $19.0 million. Centex Homes also entered into agreements to reimburse the Partnership for certain costs and fees incurred by the Partnership in the purchase and ownership of these tracts of land. During the year ended March 31, 2004, Centex Homes paid $1.9 million to the Partnership in fees and reimbursements pursuant to these agreements.

     Construction Services has historically executed construction contracts with the Partnership. At February 29, 2004, a $10.0 million contract for the construction of an office building had been executed with the Partnership and was outstanding, and was completed prior to March 31, 2004. During the eleven months ended February 29, 2004, the Partnership paid $7.4 million to Construction Services pursuant to these contracts.

(P)   FAIR VALUE OF FINANCIAL INSTRUMENTS

     Statement of Financial Accounting Standards No. 107, “Disclosures about Fair Value of Financial Instruments,” requires companies to disclose the estimated fair value of their financial instrument assets and liabilities. The estimated fair values shown below have been determined using current quoted market prices where available and, where necessary, estimates based on present value methodology suitable for each category of financial instruments. Considerable judgment is required in interpreting market data to develop the estimates of fair value. Accordingly, the estimates presented herein are not necessarily indicative of the amounts that the Company could realize in a current market exchange. All assets and liabilities that are not considered financial instruments have been valued using historical cost accounting.

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     The consolidated carrying values of cash and cash equivalents, restricted cash, mortgage securitization residual interest, other receivables, accounts payable and accrued liabilities and short-term debt approximate their fair values. The carrying values and estimated fair values of other financial assets and liabilities were as follows:

	March 31,
	2005					2004
	Carrying		Fair			Carrying		Fair
	Value		Value			Value		Value
Financial Assets
Residential Mortgage Loans Held for Investment	$	7,914,426	$	8,062,109	(1)	$	6,498,155	$	6,675,546	(1)
Residential Mortgage Loans Held for Sale	$	1,775,324	$	1,775,946	(1)	$	1,819,605	$	1,820,739	(1)
Financial Liabilities
Centex Long-term Debt	$	3,239,093	$	3,338,909	(2)	$	2,418,190	$	2,445,061	(2)
Financial Services Long-term Debt	$	7,253,270	$	7,254,793	(2)	$	6,197,674	$	6,262,086	(2)

(1)   Fair values are based on quoted market prices for similar instruments.

(2)   Fair values are based on a present value discounted cash flow with the discount rate approximating current market for similar instruments.

(Q)   OFF-BALANCE SHEET OBLIGATIONS

     The Company enters into various “off-balance sheet” transactions in the normal course of business in order to facilitate certain homebuilding activities. Further discussion regarding these transactions can be found above in Note (H), “Commitments and Contingencies.”

(R)   SPIN-OFF OF SUBSIDIARIES

     In June 2003, the Company spun off tax-free substantially all of its manufactured housing operations, which had previously been included in the Other segment. As a result of the spin-off, the manufactured housing operations’ earnings for all periods prior to the spin-off have been reclassified to discontinued operations in the Statements of Consolidated Earnings.

     In January 2004, the Company spun off tax-free its entire ownership interest in Construction Products, which had previously been reported as a separate business segment. As a result of the spin-off, Construction Products’ earnings for all periods prior to the spin-off have been reclassified to discontinued operations in the Statements of Consolidated Earnings. All prior period information related to these discontinued operations has been reclassified to be consistent with the March 31, 2005 presentation. In connection with the tax-free distribution of our interests in Construction Products, we recognized as a component of discontinued operations, a tax benefit of $33.5 million. The tax benefit is a result of the reversal of a deferred tax liability for the difference between the financial carrying amount of our investment in Construction Products and the respective tax basis, which was no longer required given the tax-free nature of the distribution.

     For the years ended March 31, 2004 and 2003, discontinued operations had revenues of $461.9 million and $643.2 million and operating earnings of $49.9 million and $47.5 million, respectively. In connection with the spin-offs, in fiscal 2004, we recorded a dividend to stockholders of $420.3 million representing our net investment in manufactured housing operations and Construction Products on the respective spin-off dates.

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(S)   SUBSEQUENT EVENTS

     Home Equity has the option to purchase or “call” residential mortgage loans from a securitization when the unpaid principal balance of such mortgage loans included in the securitization falls below certain specified levels. In April 2005, Home Equity exercised its option to call certain loans, which will result in a cash payment of $17.1 million in May 2005 for the acquisition of the loans. Residential mortgage loans called under such arrangements may be included in a subsequent securitization.

     In April 2005, Home Equity completed a transaction which will permit it to securitize its mortgage servicer advances in an amount up to $100 million with a final maturity of May 2011. This facility has no recourse to Centex Corporation.

     In May 2005, the Company granted approximately 1.7 million options, 249.7 thousand shares of restricted stock and 562.6 thousand long-term incentive plan rights to employees.

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Management’s Report on Internal Control Over Financial Reporting

     Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation under the framework in Internal Control — Integrated Framework, our management concluded that our internal control over financial reporting was effective as of March 31, 2005.

     Our management’s assessment of the effectiveness of internal control over financial reporting as of March 31, 2005 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report which is included herein.

96

Report of Independent Registered Public Accounting Firm

TO THE BOARD OF DIRECTORS AND SHAREHOLDERS OF CENTEX CORPORATION AND SUBSIDIARIES

     We have audited management’s assessment, included in the accompanying Management’s Report on Internal Control over Financial Reporting, that Centex Corporation maintained effective internal control over financial reporting as of March 31, 2005, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). Centex Corporation’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on management’s assessment and an opinion on the effectiveness of the company’s internal control over financial reporting based on our audit.

     We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, evaluating management’s assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

     A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

     Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

     In our opinion, management’s assessment that Centex Corporation maintained effective internal control over financial reporting as of March 31, 2005, is fairly stated, in all material respects, based on the COSO criteria. Also, in our opinion, Centex Corporation maintained, in all material respects, effective internal control over financial reporting as of March 31, 2005, based on the COSO criteria.

     We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the 2005 consolidated financial statements of Centex Corporation and subsidiaries and our report dated May 26, 2005 expressed an unqualified opinion thereon.

Dallas, Texas

May 26, 2005

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Report of Independent Registered Public Accounting Firm

TO THE BOARD OF DIRECTORS AND SHAREHOLDERS OF CENTEX CORPORATION AND SUBSIDIARIES:

     We have audited the accompanying consolidated balance sheets of Centex Corporation and subsidiaries as of March 31, 2005 and 2004, and the related consolidated statements of earnings, stockholders’ equity and cash flows for each of the three years in the period ended March 31, 2005. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

     We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

     In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Centex Corporation and subsidiaries at March 31, 2005 and 2004, and the consolidated results of their operations and their cash flows for each of the three years in the period ended March 31, 2005, in conformity with generally accepted U. S. accounting principles.

     We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of Centex Corporation’s internal control over financial reporting as of March 31, 2005, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated May 26, 2005 expressed an unqualified opinion thereon.

     As discussed in Note (A) to the consolidated financial statements, in fiscal year 2004 the Company adopted the fair value recognition provisions of Statement of Financial Accounting Standard No. 123, “Accounting for Stock Issued to Employees,” utilizing the prospective method of adoption as permitted by Statement of Financial Accounting Standard No. 148, “Accounting for Stock-Based Compensation — Transition and Disclosure.” Also, as discussed in Note (A) to the consolidated financial statements, in fiscal year 2004, the Company adopted Financial Accounting Standard Board Interpretation No. 46, “Consolidation of Variable Interest Entities” as revised.

     Our audits were conducted for the purpose of forming an opinion on the basic consolidated financial statements taken as a whole. The supplemental balance sheet and cash flow data of Centex Corporation and Financial Services and the supplemental revenue and earnings data by line of business are presented for purposes of additional analysis and are not a required part of the basic consolidated financial statements. Such information has been subjected to the auditing procedures applied in our audits of the basic consolidated financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic consolidated financial statements taken as a whole.

Dallas, Texas

May 26, 2005

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Quarterly Results (Unaudited) ⁽¹⁾
(Dollars in thousands, except per share data)

	For the Quarters Ended 2005 and 2004
	Q1		Q2			Q3		Q4
2005
Revenues	$	2,766,073	$	2,984,906		$	3,118,623	$	3,990,093
Earnings from Continuing Operations (2)	$	177,233	$	210,612		$	253,771	$	369,748
Net Earnings	$	177,233	$	210,612		$	253,771	$	369,748
Earnings from Continuing Operations Per Share (2)
Basic	$	1.43	$	1.70		$	2.02	$	2.89
Diluted	$	1.35	$	1.61		$	1.91	$	2.75
Net Earnings Per Share
Basic	$	1.43	$	1.70		$	2.02	$	2.89
Diluted	$	1.35	$	1.61		$	1.91	$	2.75
Average Shares Outstanding
Basic		123,573,221		124,036,791			125,593,379		127,739,654
Diluted		130,926,818		130,981,144			132,547,190		134,248,349
2004
Revenues	$	2,172,629	$	2,428,326		$	2,569,857	$	3,192,579
Earnings from Continuing Operations (2)	$	133,218	$	188,054		$	187,870	$	267,989
Earnings from Discontinued Operations, net of Taxes		9,572		11,335			10,800		32,108
Cumulative Effect of a Change in Accounting Principle, net of Taxes		—		(13,260	)		—		—
Net Earnings	$	142,790	$	186,129		$	198,670	$	300,097
Earnings from Continuing Operations Per Share (2) (3)
Basic	$	1.09	$	1.53		$	1.51	$	2.17
Diluted	$	1.04	$	1.46		$	1.43	$	2.05
Net Earnings Per Share
Basic	$	1.17	$	1.51		$	1.60	$	2.43
Diluted	$	1.12	$	1.44		$	1.52	$	2.30
Average Shares Outstanding
Basic		122,490,530		123,427,650			124,076,292		123,525,669
Diluted		127,865,692		129,076,874			130,659,958		130,515,294

(1)   The quarterly results presented in this table for the periods covered by the financial statements included in this Report and all prior periods have been adjusted to reflect our Construction Products operations (spun off in January 2004) and our manufactured housing operations (spun off in June 2003) as discontinued operations.

(2)   Earnings from Continuing Operations are Before Cumulative Effect of a Change in Accounting Principle. For more detailed discussion of the change in accounting principle, see Note (F), “Indebtedness” of the Notes to Consolidated Financial Statements of this Report.

(3)   On March 12, 2004, we completed a two-for-one stock split in the form of a 100 percent stock dividend to our stockholders of record as of February 29, 2004. All prior period earnings per share amounts have been restated to give retroactive application to the stock split.

99

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

     Not applicable.

ITEM 9A. CONTROLS AND PROCEDURES

     An evaluation has been performed under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2005. Based on that evaluation, our management, including our Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were effective as of March 31, 2005, to provide reasonable assurance that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. There has been no change in our internal controls over financial reporting during the quarter ended March 31, 2005 that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

     For management’s and independent registered public accounting firm’s reports on internal controls over financial reporting, see the financial statements and supplementary data to this Report.

ITEM 9B. OTHER INFORMATION

     Not applicable.

100

PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     Except for the information relating to the executive officers of the Company that follows Item 4 of Part I of Part A of this Report and is incorporated herein by reference, the information called for by Items 10, 11, 12 and 13 is incorporated herein by reference to the information included and referenced under the following captions in the Company’s Proxy Statement for the July 14, 2005 Annual Meeting of Stockholders:

Item	Caption in the 2005 Proxy Statement
10	Election of Directors and Related Matters
10	Other Matters — Section 16(a) Beneficial Ownership Reporting Compliance
11	Executive Compensation
12	Stock Ownership
12	Executive Compensation — Equity Compensation Plans
13	Certain Transactions

     The policies comprising Centex’s code of conduct are set forth in the Company’s code of ethics manual, The Centex Way: A Guide to Decision-Making on Business Conduct Issues. These policies satisfy the SEC’s requirements for a “code of ethics,” and apply to all directors, officers and employees. The code of ethics manual is published on the corporate governance section of the Company’s website at www.centex.com. The board will not permit any waiver of any ethics policy for any director or executive officer.

ITEM 11.  EXECUTIVE COMPENSATION

     See Item 10 above.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

     See Item 10 above.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     See Item 10 above.

ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES

     The information called for by Item 14 is incorporated herein by reference to the information included and referenced under the caption “Appointment of Independent Auditors” in the Company’s Proxy Statement for the July 14, 2005 Annual Meeting of Stockholders.

101

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

     The following documents are filed as part of this Report:

1.	Financial Statements
	The consolidated balance sheets of Centex Corporation and subsidiaries as of March 31, 2005 and 2004, and the related consolidated statements of earnings, stockholders’ equity and cash flows for each of the three years in the period ended March 31, 2005, together with the accompanying Notes to Consolidated Financial Statements and the Reports of Independent Registered Public Accounting Firm of this Report.
2.	Schedules
	Schedules are omitted because they are not applicable or not required or the information required to be set forth therein is included in the consolidated financial statements referenced above in section (a) (1) of this Item 15.
3.	Exhibits
	The information on exhibits required by this Item 15 is set forth in the Index to Exhibits of this Report.

102

INDEX TO EXHIBITS

Exhibit		Filed Herewith or
Number	Exhibit	Incorporated by Reference
3.1	Restated Articles of Incorporation of Centex Corporation (“Centex”), as amended	Exhibit 3.1 to Centex’s Annual Report on Form 10-K for the fiscal year ended March 31, 2004
3.2	Amended and Restated By-laws of Centex dated May 15, 2003	Exhibit 3.2 to Centex’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003
4.1	Specimen Centex common stock certificate (with Rights Agreement legend)	Exhibit 4.1 to Centex’s Annual Report on Form 10-K for the fiscal year ended March 31, 2004
4.2	Rights Agreement, dated as of October 2, 1996, between Centex and ChaseMellon Shareholder Services, L.L.C., as rights agent	Exhibit 4 to Centex’s Registration Statement on Form 8-A (File No. 1-6776) filed on October 8, 1996 (the “1996 Form 8-A”)
4.3	Amendment No. 1 to Rights Agreement, dated as of February 18, 1999, between Centex and ChaseMellon Shareholder Services, L.L.C., as rights agent	Exhibit 4.2 to Amendment No. 1 to the 1996 Form 8-A, filed on February 22, 1999
4.4	Amendment No. 2 to Rights Agreement, dated as of April 29, 2002, between Centex and Mellon Investor Services L.L.C. (f/k/a ChaseMellon Shareholder Services, L.L.C.), as rights agent	Exhibit 4.3 to Amendment No. 2 to the 1996 Form 8-A, filed on May 2, 2002
4.5	Indenture, dated October 1, 1998, between Centex and JPMorgan Chase Bank, N.A. (formerly Chase Bank of Texas, National Association)	Exhibit 4.1 to Centex’s Current Report on Form 8-K dated October 21, 1998
4.6	Indenture, dated March 12, 1987, between Centex and JPMorgan Chase Bank, N.A. (formerly Texas Commerce Bank National Association)	Exhibit 4.5 to Amendment No. 1 to Centex’s Registration Statement on Form S-3 (File No. 333-72893), filed on May 14, 1999

103

4.7	Any instrument with respect to long-term debt, where the securities authorized thereunder do not exceed 10% of the total assets of Centex and its subsidiaries, has not been filed; these instruments relate to (a) long-term senior and subordinated debt of Centex issued pursuant to supplements to the indentures filed as exhibits 4.5 and 4.6, which supplements have also been filed with the SEC as exhibits to various Centex registration statements or to reports incorporated by reference in such registration statements, (b) long-term debt issued pursuant to pooling and servicing agreements or similar agreements in connection with certain asset securitizations involving certain subsidiaries of Centex, which agreements have been filed with the SEC as exhibits to various registration statements of CHEC Funding, LLC or to reports incorporated by reference in such registration statements, (c) long-term debt issued pursuant to indentures or other agreements in connection with certain asset securitizations involving certain subsidiaries of Centex in private transactions and (d) other long-term debt of Centex; Centex agrees to furnish a copy of such instruments to the Securities and Exchange Commission upon request
10.1	Centex Corporation Amended and Restated 1987 Stock Option Plan*	Filed herewith
10.2	Eighth Amended and Restated 1998 Centex Corporation Employee Non-Qualified Stock Option Plan (“1998 Stock Option Plan”)*	Filed herewith
10.2a	Form of stock option agreement for 1998 Stock Option Plan*	Filed herewith
10.3	Amended and Restated Centex Corporation 2001 Stock Plan (“2001 Stock Plan”)*	Filed herewith
10.3a	Form of stock option agreement for 2001 Stock Plan*	Exhibit 10.3a to Centex’s Annual Report on Form 10-K for the fiscal year ended March 31, 2004
10.3b	Form of restricted stock agreement for 2001 Stock Plan*	Exhibit 10.3b to Centex’s Annual Report on Form 10-K for the fiscal year ended March 31, 2004
10.4	Amended and Restated Centex Corporation Long Term Incentive Plan (“LTIP”)*	Exhibit 10.4 to Centex’s Annual Report on Form 10-K for the fiscal year ended March 31, 2004
10.4a	Form of award agreement for LTIP*	Exhibit 10.4a to Centex’s Annual Report on Form 10-K for the fiscal year ended March 31, 2004

104

10.5	Centex Corporation 2003 Annual Incentive Compensation Plan	Exhibit 10.13 to Centex’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003
10.5a	Form of award agreement for incentive compensation*	Exhibit 10.2 to Centex’s Current Report on Form 8-K dated May 12, 2005
10.6	Amended and Restated Centex Corporation 2003 Equity Incentive Plan (“2003 Equity Incentive Plan”)*	Filed herewith
10.6a	Form of stock option agreement for 2003 Equity Incentive Plan*	Exhibit 10.6a to Centex’s Annual Report on Form 10-K for the fiscal year ended March 31, 2004
10.6b	Form of stock unit agreement for 2003 Equity Incentive Plan*	Exhibit 10.6b to Centex’s Annual Report on Form 10-K for the fiscal year ended March 31, 2004
10.6c	Form of restricted stock agreement for 2003 Equity Incentive Plan*	Exhibit 10.1 to Centex’s Current Report on Form 8-K dated May 12, 2005
10.7	Amended and Restated Supplemental Executive Retirement Plan of Centex Corporation*	Exhibit 10.8 to Centex’s Annual Report on Form 10-K for the fiscal year ended March 31, 2003
10.8	Centex Corporation Deferred Compensation Plan*	Exhibit 4 to Centex’s Registration Statement on Form S-8 (File No. 333-37956) filed on May 26, 2000
10.9	Centex Corporation Executive Deferred Compensation Plan (“Executive Deferred Compensation Plan”)*	Exhibit 10.9 to Centex’s Annual Report on Form 10-K for the fiscal year ended March 31, 2004
10.9a	Amendment No. 1 to Centex Corporation Executive Deferred Compensation Plan*	Filed herewith
10.9b	Form of deferred compensation agreement for Executive Deferred Compensation Plan*	Filed herewith
10.10	Centex Corporation Salary Continuation Plan*	Exhibit 10.10 to Centex’s Annual Report on Form 10-K for the fiscal year ended March 31, 2004
10.11	Centex Comprehensive Medical Plan*	Filed herewith
10.12	Consulting Agreement, dated as of March 31, 2002, between Centex and David W. Quinn*	Exhibit 10.11 to Centex’s Annual Report on Form 10-K for the fiscal year ended March 31, 2004
10.13	Termination Agreement, dated as of March 31, 2004, between Centex and David W. Quinn*	Exhibit 10.12 to Centex’s Annual Report on Form 10-K for the fiscal year ended March 31, 2004
10.14	Executive Employment Agreement, dated as of June 1, 2000, between Centex and Leldon E. Echols*	Exhibit 10.5a to Centex’s Annual Report on Form 10-K for the fiscal year ended March 31, 2001
10.15	Distribution Agreement between Centex, Cavco Industries L.L.C. and Cavco Industries, Inc.	Exhibit 10.15 to Centex’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003
10.16	Amendment No. 1 to Distribution Agreement between Centex, Cavco Industries L.L.C. and Cavco Industries, Inc.	Exhibit 10.19 to Centex’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003

105

10.17	Administrative Services Agreement between Centex Service Company and Cavco Industries, Inc.	Exhibit 10.16 to Centex’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003
10.18	Tax Sharing Agreement between Centex and affiliates and Cavco Industries, Inc.	Exhibit 10.17 to Centex’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003
10.19	Agreement to Assign Trademark Rights and Limited Consent to Use Centex Trademarks between Centex and Cavco Industries, Inc.	Exhibit 10.18 to Centex’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003
10.20	Credit Agreement, dated as of July 16, 2004 among Centex, Bank of America, N.A., as Administrative Agent, and the lenders named therein	Exhibit 10.1 to Centex’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2004
10.21	Letter of Credit and Reimbursement Agreement, dated as of July 16, 2004 among Centex, Bank of America, N.A., as Administrative Agent, and the lenders named therein	Exhibit 10.2 to Centex’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2004
10.22	Amended and Restated Distribution Agreement, dated as of November 4, 2003, between Centex and Centex Construction Products, Inc.	Exhibit 99.1 to Amendment No. 3 to Centex’s Schedule 13D filed on November 5, 2003
10.23	Amended and Restated Agreement and Plan of Merger, dated as of November 4, 2003, among Centex, ARG Merger Corporation and Centex Construction Products, Inc.	Exhibit 99.2 to Amendment No. 3 to Centex’s Schedule 13D filed on November 5, 2003
10.24	Agreement, dated February 22, 2005, among Centex Development Funding Company UK Limited, Centex, the Royal Bank of Scotland PLC, Lloyds TSB Bank PLL, and the lenders named therein	Exhibit 10.1 to Centex’s Current Report on Form 8-K filed on February 28, 2005
10.25	Outside Director Compensation Plan*	Exhibit 10.3 to Centex’s Current Report on Form 8-K dated May 12, 2005
12.1	Computation of Ratio of Earnings to Fixed Charges	Filed herewith
21	List of Subsidiaries of Centex	Filed herewith
23	Consent of Independent Registered Public Accounting Firm	Filed herewith
24.1	Powers of Attorney	Filed herewith
31.1	Certification of the Chief Executive Officer of Centex pursuant to Rule 13a-14(a) promulgated under the Securities Exchange Act of 1934	Filed herewith

106

31.2	Certification of the Chief Financial Officer of Centex pursuant to Rule 13a-14(a) promulgated under the Securities Exchange Act of 1934	Filed herewith
32.1	Certification of the Chief Executive Officer of Centex pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Filed herewith
32.2	Certification of the Chief Financial Officer of Centex pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Filed herewith

*Management contract or compensatory plan or arrangement

107

SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

CENTEX CORPORATION

Registrant

May 26, 2005	By:	/s/ TIMOTHY R. ELLER
		Timothy R. Eller, Chairman of the Board and
		Chief Executive Officer

     Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated.

May 26, 2005	By:	/s/ TIMOTHY R. ELLER
		Timothy R. Eller, Chairman of the Board and
		Chief Executive Officer (principal executive officer)
May 26, 2005	By:	/s/ LELDON E. ECHOLS
		Leldon E. Echols, Executive Vice President and
		Chief Financial Officer (principal financial officer)
May 26, 2005	By:	/s/ MARK D. KEMP
		Mark D. Kemp, Senior Vice President -- Controller
		(principal accounting officer)

Directors:	Barbara T. Alexander, Dan W. Cook, III, Juan L. Elek,
	Timothy R. Eller, Thomas J. Falk, Clint W. Murchison, III,
	Frederic M. Poses, James J. Postl, David W. Quinn
	and Thomas M. Schoewe

May 26, 2005	By:	/s/ TIMOTHY R. ELLER
		Timothy R. Eller,
		Individually and as Attorney-in-Fact*

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

108

EX-10.1

                                                                    EXHIBIT 10.1

                               CENTEX CORPORATION
                   AMENDED AND RESTATED 1987 STOCK OPTION PLAN
                         (LAST AMENDED ON MAY 12, 2005)

1.    PURPOSE

      The purpose of this Plan is to assist Centex Corporation, a Nevada
corporation, in attracting and retaining as officers and key employees of the
Company and its Affiliates, and as non-employee directors of the Company,
individuals of training, experience and ability and to furnish additional
incentive to such individuals by encouraging them to become owners of Shares of
the Company's capital stock, by granting to such individuals Incentive Options,
Nonqualified Options, Restricted Stock, or any combination of the foregoing.

2.    DEFINITIONS

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

      "ACT" -- The Securities Exchange Act of 1934, as amended.

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

      "AGREEMENT" -- The written agreement between the Company and the Optionee
evidencing the Option granted by the Company and the understanding of the
parties with respect thereto.

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

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

      "COMMITTEE" -- The Committee provided for in Section 3 of this Plan, as
such Committee may be constituted from time to time.

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

      "FAIR MARKET VALUE" -- If a Share is traded on one or more established
market or exchanges, the closing price of the Share in the primary market or
exchange on which the Share is traded, and if the Share is not so traded or the
Share does not trade on the relevant date, the value determined in good faith by
the Board. For purposes of valuing Shares to be made subject to Incentive
Options, the Fair Market Value of stock shall be determined without regard to
any restriction other than one which, by its terms, will never lapse.

      "INCENTIVE OPTION" -- Stock Options that are intended to satisfy the
requirements of Section 422 of the Code and Section 16 of this Plan.

                                       1


      "NON-EMPLOYEE DIRECTOR" -- An individual who satisfies the requirements of
Rule 16b-3 promulgated under the Act.

      "NONQUALIFIED OPTIONS" -- Stock Options which do not satisfy the
requirements of Section 422 of the Code.

      "OPTION" -- An option to purchase one or more Shares of the Company
granted under and pursuant to the Plan. Such Option may be either an Incentive
Option or a Nonqualified Option.

      "OPTIONEE" -- An individual who has been granted an Option under this Plan
and who has executed a written option Agreement with the Company.

      "PLAN" -- This Centex Corporation 1987 Stock Option Plan.

      "PERMITTED TRANSFEREES" -- (i) members of the Optionee's immediate family,
(ii) one or more trusts for the benefit of such members of the Optionee's
immediate family, (iii) partnerships in which such immediate family members are
the only partners and (iv) limited liability companies in which such immediate
family members are the only members.

      "RESTRICTED STOCK" -- Shares issued pursuant to Section 19 of the Plan.

      "SENIOR MANAGEMENT" -- Members of the senior management group of the
Company and its Affiliates, such senior managers to be identified by the
Chairman and Vice Chairman of the Board of the Company.

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

3.    ADMINISTRATION

      The Plan shall be administered by a committee (the "Committee") comprised
of two or more Non-employee Directors appointed by the Board from time to time.
The Committee shall (a) select the eligible employees or directors who are to
receive Options or awards of Restricted Stock under the Plan, (b) determine the
type, number, vesting requirements and other features and conditions of Options
or awards of Restricted Stock, (c) interpret the Plan, and (d) make all other
determinations necessary or advisable for the administration of the Plan. The
Committee may adopt such rules or guidelines as it deems appropriate to
implement the Plan. The Committee's determinations under the Plan shall be final
and binding on all persons.

4.    SHARES SUBJECT TO PLAN

      (a) A maximum of 7,065,139 Shares shall be subject to grants of Options
and awards of Restricted Stock under the Plan; provided that such maximum shall
be increased or decreased as provided below in Section 12.

                                       2


      (b) At any time and from time to time after the Plan takes effect, the
Committee, pursuant to the provisions herein set forth, may grant Options and
award Restricted Stock until the maximum number of Shares shall be exhausted or
the Plan shall be sooner terminated; provided, however, that no Option shall be
granted and no Restricted Stock shall be awarded after May 19, 2001.

      (c) Should any Option expire or be cancelled without being fully
exercised, or should any Restricted Stock previously awarded be reacquired by
the Company, the number of Shares with respect to which such Option shall not
have been exercised prior to its expiration or cancellation and the number of
Shares of such Restricted Stock so reacquired may again be optioned or awarded
pursuant to the provisions hereof.

      (d) Any Shares withheld pursuant to subsection 18(c) shall not be
available after such withholding for being optioned or awarded pursuant to the
provisions hereof.

5.    ELIGIBILITY

      Eligibility for the receipt of the grant of Options under the Plan shall
be confined to (a) a limited number of persons who are employed by the Company,
or one or more of its Affiliates and who are officers of or who, in the opinion
of the Committee, hold other key positions in or for the Company or one or more
of its Affiliates and (b) directors of the Company, including directors who are
not employees of the Company or its Affiliates; provided that only employees of
the Company or its Affiliates shall be eligible for the grant of Incentive
Options. In addition, an individual who becomes a director of the Company, but
who is not at the time he becomes a director also an employee of the Company,
shall not be eligible for a grant of Options or an award of Restricted Stock,
and shall not be eligible for the grant of an option, stock allocation, or stock
appreciation right under any other plan of the Company or its affiliates (within
the meaning of Rule 12b-2 promulgated under the Act) until the Board expressly
declares such person eligible by resolution. In no event may an Option be
granted to an individual who is not an employee of the Company or an Affiliate
or a director of the Company.

6.    GRANTING OF OPTIONS

      (a) From time to time while the Plan is in effect, the Committee may in
its absolute discretion, select from among the persons eligible to receive a
grant of Options under the Plan (including persons who have already received
such grants of Options) such one or more of them as in the opinion of the
Committee should be granted Options. The Committee shall thereupon, likewise in
its absolute discretion, determine the number of Shares to be allotted for
option to each person so selected; provided, however, that the total number of
Shares subject to Options granted to any one person, including directors of the
Company, when aggregated with the number of Shares of Restricted Stock awarded
to such person, shall not exceed 706,513 Shares.

      (b) Each person so selected shall be offered an Option to purchase the
number of Shares so allotted to him, upon such terms and conditions, consistent
with the provisions of the Plan, as the Committee may specify. Each such person
shall have a reasonable period of time, to be fixed by the Committee, within
which to accept or reject the proffered Option. Failure to accept within the
period so fixed may be treated as a rejection.

                                       3


      (c) Each person who accepts an Option offered to him shall enter into an
Agreement with the Company, in such form as the Committee may prescribe, setting
forth the terms and conditions of the Option, whereupon such person shall become
a participant in the Plan. In the event an individual is granted both one or
more Incentive Options and one or more Nonqualified Options, such grants shall
be evidenced by separate Agreements, one each for the Incentive Option grants
and one each for the Nonqualified Options grants. The date which the Committee
specifies to be the grant date of an Option to an individual shall constitute
the date on which the Option covered by such Agreement is granted. In no event,
however, shall an Optionee gain any rights in addition to those specified by the
Committee in its grant, regardless of the time that may pass between the grant
of the Option and the actual signing of the Agreement by the Company and the
Optionee.

7.    OPTION PRICE

      The option price for each Share covered by each Incentive Option shall not
be less than the greater of (a) the par value of each such Share or (b) the Fair
Market Value of the Share at the time such Option is granted, except as provided
hereinafter. The option price for each Share covered by each Nonqualified Option
shall not be less than the greater of (a) the par value of each such Share or
(b) 85% of the Fair Market Value of the Share at the time the Option is granted;
provided, however, that the number of Shares covered by Nonqualified Options
granted under this Plan that have an option price less than the Fair Market
Value of a Share at the time the respective Option is granted shall not exceed
10% of the total number of Shares authorized to be issued under this Plan. If
the Company or an Affiliate agrees to substitute a new Option under the Plan for
an old Option, or to assume an old Option, by reason of a corporate merger,
consolidation, acquisition of property or stock, separation, reorganization, or
liquidation (any of such events being referred to herein as a "Corporate
Transaction"), the option price of the Shares covered by each such new Option or
assumed Option may be other than the Fair Market Value of the stock at the time
the Option is granted as determined by reference to a formula, established at
the time of the Corporate Transaction, which will give effect to such
substitution or assumption; provided, however, in no event shall --

      (a) the excess of the aggregate Fair Market Value of the Share subject to
the Option immediately after the substitution or assumption over the aggregate
option price of such Shares be more than the excess of the aggregate Fair Market
Value of all Shares subject to the Option immediately prior to the substitution
or assumption over the aggregate option price of such Shares

      (b) in the case of an Incentive Option, the new Option or the assumption
of the old Option give the Optionee additional benefits which he would not have
under the old Option; or

      (c) the ratio of the option price to the Fair Market Value of the stock
subject to the Option immediately after the substitution or assumption be more
favorable to the Optionee than the ratio of the option price to the Fair Market
Value of the stock subject to the old Option immediately prior such substitution
or assumption, on a Share by Share basis.

      Notwithstanding the above, the provisions of this Section 7 with respect
to the Option price in the event of a Corporate Transaction shall, in case of an
Incentive Option, be subject to

                                       4


the requirements of Section 424(a) of the Code and the Treasury regulations and
revenue rulings promulgated thereunder. In the case of an Incentive Option, in
the event of a conflict between the terms of this Section 7 and the above cited
statute, regulations, and rulings, or in the event of an omission in this
Section 7 of a provision required by said laws, the latter shall control in all
respects and are hereby incorporated herein by reference as if set out at
length.

8.    OPTION PERIOD

      (a) Each Option shall run for such period of time as the Committee may
specify, but in no event for longer than ten (10) years from the date when the
Option is granted, including the period of time provided in subsections (i) and
(ii) of this subsection (a); and subject to such limits, and the further
condition that, unless designated otherwise by the Committee, no Incentive
Option shall become exercisable prior to one year from the date of its grant,

            (i) Except as provided below in this subsection (i) and in paragraph
      8.(b) below, all rights to exercise an Option shall terminate within three
      months after the date the Optionee ceases to be an employee of at least
      one of the employers in the group of employers consisting of the Company
      and its Affiliates, or after the date the Optionee ceases to be a director
      of the Company, whichever may occur later, for any reason other than
      death, except that, (x) in the case of a Nonqualified Option which is held
      by an Optionee who is, on the date of cessation referred to in this
      clause, an officer or director of the Company (within the meanings thereof
      under Section 16b) of the Act), all rights to exercise such Option shall
      terminate within seven months after the date the Optionee ceases to be an
      employee of at least one of the employers in the group of employers
      consisting of the Company and its Affiliates, or, if later, after the date
      the Optionee ceases to be a director of the Company, for any reason other
      than death; and, except that, (y) the Committee, in its discretion, may
      provide in new Option grants or amend outstanding Options to provide an
      extended period of time during which an Optionee can exercise a
      Nonqualified Option to the maximum permissible period for which such
      Optionee's Option would have been exercisable in the absence of the
      Optionee's ceasing to be an employee of the Company and its Affiliates or
      ceasing to be a director of the Company; and, except that (z) in case the
      employment of the Optionee is terminated for cause, the Option shall
      thereafter be null and void for all purposes.

            (ii) If the Optionee ceases to be employed by at least one of the
      employers in the group of employers consisting of the Company and its
      Affiliates, or ceases to be a director of the Company, whichever may occur
      later, by reason of his death, all rights to exercise such Option shall
      terminate fifteen (15) months thereafter.

            (iii) If an Option is granted with a term shorter than ten (10)
      years, the Committee may extend the term of the Option, but for not more
      than ten (10) years from the date when the Option was originally granted.

      (b) Attached hereto are resolutions adopted on May 13, 2004 by the
Committee relating to vesting and exercise.

                                       5


9.    OPTIONS NOT TRANSFERABLE

      No Option or interest therein shall be transferable by the person to whom
it is granted otherwise than by will or by the applicable laws of descent and
distribution. Notwithstanding the foregoing, the Committee may, in its sole
discretion, provide in the Agreement relating to the grant of an Option that the
Optionee may transfer such Option, without consideration, to members of the
Optionee's immediate family or to one or more trusts for the benefit of such
immediate family members or partnerships in which such immediate family members
are the only partners. For purposes of this Section 9, "immediate family" shall
mean the Optionee's spouse, parents, children (including adopted children) and
grandchildren.

      Further, notwithstanding the foregoing, the Committee may, in its sole
discretion, provide in each of those Agreements relating to the grant of an
Option whose term will expire in 2000, 2001, 2003, 2004, 2005, 2006 or 2007 that
a Director or Senior Management Optionee may transfer such Option to one or more
Permitted Transferees with or without consideration to the Optionee provided
that the following conditions are satisfied with respect to such transfer: (i)
such transfer is made pursuant to the program that the Company has created to
facilitate the reduction of its stock option overhang and is accomplished on or
before March 5, 2000; (ii) the Permitted Transferee exercises the Option not
more than 30 days following such transfer; (iii) all fees and expenses charged
by accounting firms, law firms and all other third party consultants in
connection with such transfer are paid by the Optionee, and such fees and
expenses are not otherwise paid or reimbursed by the Company or any of its
Affiliates; (iv) the Permitted Transferee agrees to be bound by all of the terms
of the Agreement, except that once transferred by the Optionee to such Permitted
Transferee, the Option may not be subsequently transferred except back to the
Optionee; (v) if the consideration tendered by the Permitted Transferee for the
Option is a term obligation, the principal amount under such term obligation
will be due in full no later than the fifth anniversary of the Option's
expiration date; and (vi) the Permitted Transferee agrees to inform the
Company's Stock Plan Administrator upon (a) the sale or other transfer of the
shares underlying the Option and (b) any other event or action taken by the
Permitted Transferee with respect to the Option, the shares underlying the
Option or the consideration for the Option, where such event or action will give
rise to a recognizable event for the Company.

10.   EXERCISE OF OPTIONS

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

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

                                       6


      (c) The option price of the Shares for which an Option is exercised must
be paid prior to issuance of the Shares. Such purchase price shall be payable
(i) in cash, certified or cashiers' check, or wire transfer; (ii) at the option
of the holder of such Option, in Stock theretofore owned by such holder by
either actual delivery of shares or by attestation, or through the withholding
by the Company from the Shares otherwise issuable pursuant to the Option of an
appropriate number of Shares; (iii) by a combination of cash and such delivery
of withholding of Stock; or (iv) delivery of a properly executed exercise notice
together with irrevocable instructions to a broker satisfactory to the Company
to promptly deliver to the Company the amount of sale or loan proceeds required
to pay the exercise price and applicable withholding taxes. For purposes of
determining the amount, if any, of the purchase price satisfied by payment in
Stock, such Stock shall be valued at its Fair Market Value on the date of
exercise. Any Stock delivered in satisfaction of all or a portion of the
purchase price shall be appropriately endorsed for transfer and assignment to
the Company. No holder of an Option shall be, or have any of the rights or
privileges of, a shareholder of the Company in respect of any Shares unless and
until certificates representing such Shares shall have been delivered by the
Company to such holder or such holder's interest in such Shares shall have been
evidenced by an entry on the Company's books and records.

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

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

11.   DELIVERY OF STOCK CERTIFICATES

      As promptly as may be practicable after an Option, or a portion or part
thereof, has been exercised as hereinabove provided, the Company shall make
delivery of one or more certificates for the appropriate number of Shares. In
the event that an Optionee exercises both an Incentive Option, or a portion
thereof, and a Nonqualified Option, or a portion thereof, separate stock
certificates shall be issued, one for the Shares subject to the Incentive Option
and one for the Shares subject to the Nonqualified Option.

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

      (a) In the event of any subdivision or consolidation of outstanding Shares
of the Company, declaration of a dividend payable in Shares of the Company or
other stock split, then (i) the maximum number of Shares then available for
option or award as Restricted Stock under the Plan, (ii) the number of Shares of
the Company covered by outstanding Options and awards of Restricted Stock, and
(iii) the option price in respect of outstanding Options, and (iv) the total

                                       7


Options and shares of Restricted Stock that may be awarded to any one person
shall each be proportionately adjusted by the Board as appropriate to reflect
such transaction. In the event of any other recapitalization or capital
reorganization of the Corporation, any consolidation or merger of the
Corporation with another corporation or entity, the adoption by the Corporation
of any plan of exchange affecting Common Stock or any distribution to holders of
Common Stock of securities or property (other than normal cash dividends or
dividends payable in Common Stock), the Board shall make appropriate adjustments
to (i) the maximum number of Shares then available for option or award as
Restricted Stock under the Plan, (ii) the number of Shares of the Company
covered by outstanding Options and awards of Restricted Stock, and (iii) the
option price in respect of outstanding Options, and (iv) the total Options and
shares of Restricted Stock that may be awarded to any one person to reflect such
transaction; provided that such adjustments under (ii) and (iii) shall only be
such as are necessary to maintain the proportionate interest of the holders of
the Options and awards of Restricted Stock and preserve, without increasing, the
value of such Options and awards of Restricted Stock. In the event of a
corporate merger, consolidation, acquisition of property or stock, separation,
reorganization or liquidation, the Board shall be authorized (x) to assume under
the Plan previously issued compensatory awards, or to substitute new Awards for
previously issued compensatory awards, including Awards, as part of such
adjustment or (y) to cancel Awards that are Options or SARs and give the
Participants who are the holders of such Awards notice and opportunity to
exercise for 30 days prior to such cancellation. Section 7 of the Plan shall not
apply to any transaction covered in this Section 12 (a).

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

      (b) Notwithstanding anything to the contrary above, a dissolution or
liquidation of the Company, a merger (other than a merger effecting a
reincorporation of the Company in another state) or consolidation in which the
Company is not the surviving corporation (or survives only as a subsidiary of
another corporation in a transaction in which the stockholders of the parent of
the Company and their proportionate interests therein immediately after the
transaction are not substantially identical to the stockholders of the Company
and their proportionate interests therein immediately prior to the transaction),
a transaction in which another corporation becomes the owner of 50% or more of
the total combined voting power of all classes of stock of the Company, or a
change in control (as specified below), shall cause every Option then
outstanding

                                       8


to become exercisable in full, subject to the limitation on the aggregate Fair
Market Value of Shares that may become first exercisable during any calendar
year set forth in Section 16, immediately prior to such dissolution,
liquidation, merger, consolidation, transaction, or change in control, to the
extent not theretofore exercised, without regard to the determination as to the
periods and installments of exercisability contained in the Agreements if (and
only if) such Options have not at that time expired or been terminated. For
purposes of this paragraph, a change in control shall be deemed to have taken
place if: (i) a third person, including a "group" as defined in Section 13(d)(3)
of the Act, becomes the beneficial owner of Shares of the Company having 50% or
more of the total number of votes that may be cast for the election of directors
of the Company; or (ii) as a result of, or in connection with, a contested
election for directors, the persons who were directors of the Company
immediately before such election shall cease to constitute a majority of the
Board. Notwithstanding the foregoing provisions of this paragraph, in the event
of any such dissolution, merger, consolidation, transaction, or change in
control, the Board may completely satisfy all obligations of the Company and its
Affiliates with respect to any Option outstanding on the date of such event by
delivering to the Optionee cash in an amount equal to the difference between the
aggregate exercise price for Shares under the Option and the Fair Market Value
of such Shares on the date of such event, such payment to be made within a
reasonable time after such event.

13.   EFFECTIVE DATE

      The Plan shall be effective on May 20, 1987, the date of its adoption by
the Board, but shall be submitted to the stockholders of the Company for
ratification at the next regular or special meeting thereof to be held within
twelve (12) months after the Board shall have adopted the Plan. If at such a
meeting of the stockholders of the Company a quorum is present, the Plan shall
be presented for ratification, and unless at such a meeting the Plan is ratified
by the affirmative vote of a majority of the outstanding $0.25 par value common
stock of the Company, then and in such event, the Plan and all Options granted
under the Plan and all awards of Restricted Stock under the Plan shall become
null and void and of no further force or effect.

14.   AMENDMENT, SUSPENSION OR TERMINATION

      (a) Subject to the other terms and condition of this Plan and the
limitations set forth in subsection 14(b) below, the Board may at any time
amend, suspend or terminate the Plan; provided, however, that after the
stockholders have ratified the Plan, the Board may not, without approval of the
stockholders of the Company, amend the Plan so as to:

            (i) Increase the maximum number of Shares subject thereto, as
      specified above in Sections 4(a) and 12; or

            (ii) Increase the proportionate number of Shares which may be
      purchased pursuant to Option by any one person or awarded as Restricted
      Stock to any one person, as specified above in Section 6(a) or below in
      Section 19(a).

      (b) Neither the Board nor the Committee may amend the Plan or any
Agreement to reduce the option price of an outstanding Option or modify, impair
or cancel any existing Option without the consent of the holder thereof.

                                       9


15.   REQUIREMENTS OF LAW

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

16.   INCENTIVE STOCK OPTIONS

      The Committee, in its discretion, may designate any Option granted under
the Plan as an Incentive Option intended to qualify under Section 422 of the
Code. Any provision of the Plan to the contrary notwithstanding, (i) no
Incentive Option shall be granted to any person who, at the time such Incentive
Option is granted, owns stock possessing more than 10 percent of the total
combined voting power of all classes of stock of the Company or any Affiliate
unless the purchase price under such Incentive Option is at least 110 percent of
the Fair Market Value of the Shares subject to an Incentive Option at the date
of its grant and such Incentive Option is not exercisable after the expiration
of five years from the date of its grant, and (ii) the aggregate Fair Market
Value of the Shares subject to such Incentive Option and the aggregate Fair
Market Value of the shares of stock of any Affiliate (or a predecessor of the
Company or an Affiliate) subject to any other incentive stock option (within the
meaning of Section 422 of the Code) of the Company and its Affiliates (or a
predecessor corporation of any such corporation), that may become first
exercisable in any calendar year, shall not (with respect to any Optionee)
exceed $100,000, determined as of the date the Incentive Option is granted. For
purposes of this Section 16, "predecessor corporation" means a corporation that
was a party to a transaction described in Section 424(a) of the Code (or which
would be so described if a substitution or assumption under such section had
been effected) with the Company, or a corporation which, at the time the new
incentive stock option (within the meaning of Section 422 of the Code) is
granted, is an Affiliate of the Company or a predecessor corporation of any such
corporations.

17.   MODIFICATION OF OPTIONS

      Subject to the terms and conditions of and within the limitations of the
Plan, the Committee may modify, extend or renew outstanding Options granted
under the Plan, or accept the surrender of Options outstanding hereunder (to the
extent not theretofore exercised) and authorize the granting of new Options
hereunder in substitution therefor (to the extent not theretofore exercised).
Notwithstanding the foregoing provisions of this Section 17, no modification of
an Option granted hereunder shall, without the consent of the Optionee, alter or
impair any rights or obligations under any Option theretofore granted hereunder
to such Optionee under the Plan, except as may be necessary, with respect to
Incentive Options, to satisfy the requirements of Section 422 of the Code.

                                       10


18.   AGREEMENT PROVISIONS

      (a) Each Agreement shall contain such provisions (including, without
limitation, restrictions or the removal of restrictions upon the exercise of the
Option and the transfer of shares thereby acquired) as the Committee shall deem
advisable. Each Agreement shall identify the Option evidenced thereby as an
Incentive Option or Nonqualified Option, as the case may be. Incentive Options
and Nonqualified Options may not both be covered by a single Agreement. Each
such Agreement relating to Incentive Options granted hereunder shall contain
such limitations and restrictions upon the exercise of the Incentive Option as
shall be necessary for the Incentive Option to which such Agreement related to
constitute an incentive stock option, as defined in Section 422 of the Code.

      (b) The Plan shall be annexed to each Agreement and each Agreement shall
recite that it is subject to the Plan and that the Plan shall govern where there
is any inconsistency between the Plan and the Agreement.

      (c) Each Agreement shall contain an agreement and covenant by the
Optionee, in such form as the Committee may require in its discretion, that he
consents to and will take whatever affirmative actions are required, in the
opinion of the Board or Committee, to enable the Company or appropriate
Affiliate to satisfy its Federal income tax and FICA withholding obligations. An
Agreement may contain such provisions as the Committee deems appropriate to
enable the Company or its Affiliates to satisfy such withholding obligations,
including provisions permitting the Company, on exercise of an Option, to
withhold Shares otherwise issuable to the Optionee exercising the Option to
satisfy the applicable withholding obligations.

      (d) Each Agreement relating to an Incentive Option shall contain a
covenant by the Optionee immediately to notify the Company in writing of any
disqualifying disposition (within the meaning of section 421(b) of the Code) of
an Incentive Option.

19.   RESTRICTED STOCK

      (a) Shares of Restricted Stock may be awarded by the Committee to such
individuals as are eligible for grants of Options, as the Committee may
determine at any time and from time to time before the termination of the Plan.
The total number of Shares of Restricted Stock awarded to any one person,
including directors of the Company, when aggregated with the number of Shares
subject to Options in favor of such person, shall not exceed 706,513 Shares.

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

                                       11


Stock to enter into an agreement with the Company evidencing the understanding
of the parties with respect to such award.

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

            THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED PURSUANT
      TO THE TERMS OF THE CENTEX CORPORATION 1987 STOCK OPTION PLAN AND MAY NOT
      BE SOLD, PLEDGED, TRANSFERRED, ASSIGNED OR OTHERWISE ENCUMBERED IN ANY
      MANNER EXCEPT AS SET FORTH IN THE TERMS OF SUCH AWARD DATED_____, 19 .

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

      After the satisfaction of the terms and conditions set by the Committee at
the time of an award of Restricted Stock to an individual, which award is not
subject to a non-lapse feature, a new certificate, without the legend set forth
above, for the number of Shares that are no longer subject to such restrictions,
terms and conditions shall be delivered to the individual.

      If an individual to whom Restricted Stock has been awarded dies after
satisfaction of the terms and conditions for the payment of all or a portion of
the award but prior to the actual payment of all or such portion thereof, such
payment shall be made to the individual's beneficiary or beneficiaries at the
time and in the same manner that such payment would have been made to the
individual.

      The Committee may cancel all or any portion of any outstanding
restrictions prior to the expiration of such restrictions with respect to any or
all of the Shares of Restricted Stock awarded to an individual hereunder only
upon the individual's death, disability or retirement on or after the earlier of
(i) age 65 or (ii) such time as the sum of the individual's age and years of
service equals 70, provided such individual is at least 55. With respect to the
occurrence of any event specified in the last paragraph of Section 12, the
restrictions, if any, applicable to any outstanding Shares awarded as Restricted
Stock shall lapse immediately prior to the occurrence of the event.

      (c) Subject to the provisions of subsection 19(b) above, if an individual
to whom Restricted Stock has been awarded ceases to be employed by at least one
of the employers in the group of employers consisting of the Company and its
Affiliates, or ceases to be a director of the Company, whichever may occur
later, for any reason prior to the satisfaction of any terms and conditions of
an award, any Restricted Stock remaining subject to restrictions shall thereupon
be

                                       12


forfeited by the individual and transferred to, and reacquired by, the Company
or an Affiliate at no cost to the Company or the Affiliate. In such event, the
individual, or in the event of his death, his personal representative, shall
forthwith deliver to the Secretary of the Company the certificates for the
Shares of Restricted Stock remaining subject to such restrictions, accompanied
by such instruments of transfer, if any, as may reasonably be required by the
Secretary of the Company.

      (d) In case of any consolidation or merger of another corporation into the
Company in which the Company is the surviving corporation and in which there is
a reclassification or change (including a change to the right to receive cash or
other property) of the Shares (other than a change in par value, or from par
value to no par value, or as a result of a subdivision or combination, but
including any change in such shares into two or more classes or series of
shares), the Committee may provide that payment of Restricted Stock shall take
the form of the kind and amount of shares of stock and other securities
(including those of any new direct or indirect parent of the Company), property,
cash or any combination thereof receivable upon such reclassification, change,
consolidation or merger.

20.   GENERAL

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

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

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

      (d) As partial consideration for the granting of each Option or award of
Restricted Stock hereunder, the Optionee or recipient shall agree with the
Company that he will keep confidential all information and knowledge which he
has relating to the manner and amount of his participation in the Plan;
provided, however, that such information may be disclosed as required by law or
given in confidence to the individual's spouse, tax or financial advisors, or to
a financial institution to the extent that such information is necessary to
secure a loan. In the event any breach of this promise comes to the attention of
the Committee, it shall take into consideration such breach, in determining
whether to grant any future Option or award any future Restricted Stock to such
individual, as a factor militating against the advisability of granting any such
future Option or awarding any such future Restricted Stock to such individual.

                                       13


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

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

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

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

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

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

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

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

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

      (n) Whenever any notice is required or permitted hereunder, such notice
must be in writing and personally delivered or sent by mail. Any notice required
or permitted to be delivered hereunder shall be deemed to be delivered on the
date on which it is personally

                                       14


delivered, or, whether actually received or not, on the third business day after
it is deposited in the United States mail, certified or registered, postage
prepaid, addressed to the person who is to receive it at the address which such
person has theretofore specified by written notice delivered in accordance
herewith. The Company, an Optionee or a recipient of Restricted Stock may
change, at any time and from time to time, by written notice to the other, the
address which it or he had theretofore specified for receiving notices. Until
changed in accordance herewith, the Company and each Optionee and recipient of
Restricted Stock shall specify as its and his address for receiving notices the
address set forth in the Agreement pertaining to the shares of Stock to which
such notice relates.

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

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

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

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

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

21.   WITHHOLDING TAXES

      Federal, state, or local law may require the withholding of taxes
applicable to gains resulting from the exercise of Nonqualified Options granted
hereunder. Unless otherwise prohibited by the Committee, each participant may
satisfy any such withholding tax obligation by electing (i) to tender a cash
payment to the Company, (ii) to authorize the Company to withhold from the
shares of stock of the Company otherwise issuable to the participant as a result
of the exercise of the Nonqualified Option a number of shares having a fair
market value, as of the date the withholding tax obligation arises, equal to the
withholding obligations, or, at the election of the participant, up to the
maximum of taxes due (the "Share Withholding Alternative"), (iii) to deliver to
the Company previously acquired shares of common stock of the Company having a
fair market value, as of the date the withholding tax obligation arises, equal
to the amount to be withheld, or at the election of the participant, up to the
maximum of taxes due, or (iv) any combination of the foregoing, provided the
combination permits the payment of all withholding taxes attributable to the
exercise of the Nonqualified Option. A Participant's election to pay the
withholding tax obligation must be made in writing delivered to the Company
before the time of exercise, or simultaneously with the exercise, of such
Participant's Nonqualified Option. A valid and binding written election of the
Share Withholding Alternative shall be

                                       15


irrevocable. A participant's failure to elect a withholding alternative prior to
the time such election is required to be made shall be deemed to be an election
to pay the withholding tax by tendering a cash payment to the Company. For
purposes of this Section 21, the fair market value of the shares used to pay
withholding taxes is the mean between the highest and lowest price quoted on the
New York Stock Exchange for one share of common stock of the Company on the Tax
Date. Also, as used in this Section 21, "Tax Date" shall mean the date on which
a withholding tax obligation arises in connection with an exercise of a
nonqualified stock option, which date shall be presumed to be the date of
exercise, unless shares subject to a substantial risk of forfeiture (as defined
in section 83(c)(1) or (c)(3) of the Code) are issuable on exercise of the
option and the participant does not make a timely election under section 83(b)
of the Code with respect thereto, in which case the Tax Date for such shares is
the date on which the substantial risk of forfeiture lapses. Fractional shares
remaining after payment of the withholding taxes shall be paid to the
participant in cash.

                                       16


RESOLUTION RELATED TO STOCK OPTIONS ADOPTED BY THE COMPENSATION AND MANAGEMENT
DEVELOPMENT COMMITTEE OF THE BOARD OF DIRECTORS OF CENTEX CORPORATION ON MAY 13,
2004.

      RESOLVED, that all non-qualified options held by Full Time Employees to
acquire common stock of Centex Corporation awarded under any of the stock plans
listed below, whether awarded before or after May 13, 2004, shall be subject to
the following from and after May 13, 2004:

1.    If an optionee shall voluntarily terminate employment and at such time he
      or she is age 55 or older, has at least 10 Years of Service and the sum of
      age and Years of Service equals at least 70, then all non-qualified
      options held by him or her shall immediately vest upon the termination of
      employment ("Vested Retirement").

2.    All rights to exercise such vested options will terminate 12 months
      following the date of such Vested Retirement. However, to the extent that
      an option agreement provides a longer time to exercise following voluntary
      termination of employment, then such agreement will control.

3.    As used herein: "Full Time Employee" means a person actively and regularly
      engaged in work at least 40 hours a week; and "Years of Service" means an
      optionee's years of employment with Centex Corporation or any of its
      Affiliates. An optionee shall be credited with a Year of Service on each
      anniversary of the date on which he or she was first employed by Centex
      Corporation or its Affiliate, provided that the optionee continues to be
      employed by such employer on such anniversary date.

4.    The stock plans covered are:

      -     Centex Corporation Amended and Restated 1987 Stock Option Plan

      -     Seventh Amended and Restated 1998 Centex Corporation Employee
            Non-Qualified Stock Option Plan

      -     Amended and Restated Centex Corporation 2001 Stock Plan

      -     Amended and Restated Centex Corporation 2003 Equity Incentive Plan

      FURTHER RESOLVED, that the appropriate officers of the Corporation are
hereby directed to take all steps that they deem necessary or appropriate to
communicate the substance of the foregoing resolution to option holders who are
affected and, where they deem necessary, to document the substance of this
resolution by way of amendments to the stock plans and to existing option
agreements.

                                                                              17

EX-10.2

                                                                    EXHIBIT 10.2

                           EIGHTH AMENDED AND RESTATED
                             1998 CENTEX CORPORATION
                    EMPLOYEE NON-QUALIFIED STOCK OPTION PLAN
                         (LAST AMENDED ON MAY 12, 2005)

1.    PURPOSE OF THE PLAN.

      This 1998 Centex Corporation Employee Non-Qualified Stock Option Plan (the
"PLAN") is intended as an employment incentive to retain in the employ of Centex
Corporation (the "COMPANY"), and any Affiliate (including any entity that
becomes an Affiliate), persons of training, experience and ability, to attract
new employees whose services are considered valuable, to encourage the sense of
proprietorship of such persons, and to stimulate the active interest of such
persons in the development and financial success of the Company. For purposes of
the Plan, "AFFILIATE" shall mean any direct or indirect subsidiary or parent of
the Company and any partnership, joint venture, limited liability company or
other business venture or entity in which the Company owns at least 50% of the
ownership interest in such entity, as determined by the Committee in its sole
and absolute discretion (such determination by the Committee to be conclusively
established by the grant of options by the Committee to an officer or employee
of such an entity). It is further intended each option granted pursuant to the
Plan (herein, an "OPTION") shall constitute non-qualified stock options within
the meaning of Section 83 of the Code.

2.    ADMINISTRATION OF THE PLAN.

      The Board of Directors shall appoint and maintain a Compensation and Stock
Option Committee (hereinafter called the "COMMITTEE") of the Board of Directors
to administer the Plan. Subject to the terms and conditions of the Plan, the
Committee shall have full power and authority to designate persons to whom
Options will be granted, to determine the terms and provisions of respective
option agreements (which need not be identical), and to interpret the provisions
and supervise the administration of the Plan. The Committee shall have the
authority, exercisable in its sole discretion, to grant Options containing such
terms and conditions, consistent with the provisions of the Plan, as the
Committee shall determine.

3.    DESIGNATION OF PARTICIPANTS.

      The persons eligible for participation in the Plan as recipients of
Options shall include all employees of the Company or of any Affiliate,
including employees of any entity that becomes an Affiliate after the date that
the Plan is adopted, other than any of the following persons (herein, an
"INELIGIBLE PERSON"):

      (a) any person who is an executive officer, as defined by Rule 3b-7
promulgated under the Securities Exchange Act of 1934, as amended, or director
of the Company;

      (b) any "officer" of the Company as defined by Rule 16a-1(f) promulgated
under the Securities Exchange Act of 1934, as amended; or

                                       1


      (c) any "covered employee" of the Company as defined by Section 162(m)(3)
of the Internal Revenue Code.

      Each Option granted hereunder shall be evidenced by an agreement between
the Company and the Optionee, which shall contain such terms and conditions as
the Committee shall determine in its sole and absolute discretion. Any person
who has been granted an Option hereunder (herein, an "OPTIONEE") may be granted
an additional Option or Options, if the Committee shall so determine.
Participation in the Plan shall not preclude an Optionee from participating in
any other stock option, benefit, bonus, or other compensation plan which the
Company or any Affiliate has adopted, or may, from time to time, adopt for the
benefit of its employees.

4.    STOCK RESERVED FOR THE PLAN.

      Subject to any adjustment provided in Paragraph 9 hereof, a total of
5,500,000 shares of common stock, $0.25 par value, of the Company (the "STOCK")
shall be subject to the Plan. As of May 13, 2004 the number of shares available
for Option issuance is 514,088. The shares of Stock subject to the Plan shall
consist of unissued shares or previously issued shares reacquired and held by
the Company, or any Affiliate, and such amount of shares shall be and hereby is
reserved for delivery under the Plan. Any of such shares which may remain unsold
and which are not subject to outstanding Options at the termination of the Plan
shall cease to be reserved for the purpose of the Plan, but until termination of
the Plan the Company shall at all times reserve a sufficient number of shares of
Stock to meet the requirements of the Plan. Should any Option expire or be
canceled prior to its exercise or relinquishment in full, the shares theretofore
subject to such Option may again be subjected to an Option under the Plan. If
the purchase price or tax withholding is permitted to be satisfied by the tender
or withholding of shares of Stock to the Company (by either actual delivery or
attestation), the number of shares of Stock tendered or withheld shall be
eligible for reissuance under the Plan.

5.    PURCHASE PRICE.

      (a) The purchase price of each share placed under option pursuant to the
Plan (a "Share") shall be determined by the Committee, but in no event shall be
less than 100% of the Fair Market Value of such Share on the date the Option is
granted. If an Option is granted as part of an Optionee's compensation package
at the commencement of an Optionee's employment by the Company or an Affiliate,
the Option shall be deemed to have been granted on the date of commencement of
such Optionee's employment by the Company or any Affiliate (the "Commencement
Date") and the purchase price of a Share shall be equal to the Fair Market Value
of such Share on the Commencement Date, so long as such Option is not granted
more than ninety (90) days following the Commencement Date.

      (b) "FAIR MARKET VALUE" of a share of Stock means, as of a particular
date, the closing price per share of Stock reported on the consolidated
transaction reporting system for the New York Stock Exchange, or, if there shall
have been no such sale so reported on that date, on the last preceding date on
which such a sale was so reported.

                                       2


6.    OPTION PERIOD.

      The Options granted under the Plan shall be for any term set by the
Committee, but not more than ten (10) years from the date of granting of each
Option. All rights to exercise an Option shall terminate within three (3) months
after the date the Optionee ceases to be an employee of the Company or any
Affiliate, except that

      (a) the Committee, in its discretion, may provide in new option grants or
amend outstanding Options to provide an extended period of time during which an
Optionee can exercise an Option up to the maximum permissible period which such
Optionee's Option would have been exercisable in the absence of the Optionee
ceasing to be an employee of the Company or an Affiliate;

      (b) if an Optionee ceases to be employed by the Company or an Affiliate by
reason of such Optionee's death, all rights to exercise such Option shall
terminate fifteen (15) months after such death; and

      (c) if the Optionee is terminated for cause, as determined by the
Committee in its sole and absolute discretion, any Option granted to such
Optionee hereunder shall terminate on the date of such termination.

      (d) Attached hereto are resolutions adopted by the Compensation and
Management Development Committee of the Board of Directors of the Company, now
the "Committee", relating to vesting and exercise.

7.    EXERCISE OF OPTIONS.

      (a) Any Option granted hereunder shall be exercisable from time to time
under the terms specified in the Plan, by the Committee, or in the agreement
relating to the grant of such Option.

      (b) Each exercise of an Option or a portion of an Option shall be
evidenced by a notice in writing by or on behalf of the Optionee to the Company,
stating the number of shares with respect to which the Option is being
exercised.

      (c) Options may be exercised solely by the Optionee or a Permitted
Transferee (hereafter defined).

      (d) The purchase price of the Shares for which an Option is exercised must
be paid prior to issuance of the Shares. Such purchase price shall be payable
(i) in cash, certified or cashiers' check, or wire transfer, (ii) at the option
of the holder of such Option, in Stock theretofore owned by such holder by
either actual delivery of shares or by attestation, or through the withholding
by the Company from the Shares otherwise issuable pursuant to the Option of an
appropriate number of Shares, (iii) by a combination of cash and such delivery
or withholding of Stock; or (iv) by delivery of a properly executed exercise
notice together with irrevocable instructions to a broker satisfactory to the
Company to promptly deliver to the Company the amount of sale or loan proceeds
required to pay the exercise price and applicable withholding taxes. For
purposes of determining the amount, if any, of the purchase price satisfied by
payment in Stock, such Stock shall be valued at its Fair Market Value on the
date of exercise. Any Stock delivered in satisfaction of all or a portion of the
purchase

                                       3


price shall be appropriately endorsed for transfer and assignment to the
Company. No holder of an Option shall be, or have any of the rights or
privileges of, a shareholder of the Company in respect of any Shares unless and
until certificates representing such Shares shall have been delivered by the
Company to such holder or such holder's interest in such shares shall have been
evidenced by an entry on the Company's books and records.

      (e) If any law or regulation requires the Company to take any action with
respect to the Shares specified in such notice, the time for delivery thereof,
which would otherwise be as promptly as possible, shall be postponed for the
period of time necessary to take such action.

8.    ASSIGNABILITY.

      Unless otherwise permitted by the Committee, no Option or interest therein
shall be transferable by the Optionee otherwise than by will or by the
applicable laws of descent and distribution. Any person to whom an Option is
transferred in accordance with this Section 8 is referred to herein as a
"PERMITTED TRANSFEREE".

9.    ADJUSTMENTS.

      (a) In the event of any subdivision or consolidation of outstanding Stock
of the Company, declaration of a dividend payable in shares of Stock of the
Company or other stock split, then (i) the number of Shares reserved under this
Plan, (ii) the number of Shares covered by outstanding Options, and (iii) the
purchase price per share in respect of such Options shall each be
proportionately adjusted by the Board as appropriate to reflect such
transaction. In the event of any other recapitalization or capital
reorganization of the Company, any consolidation or merger of the Company with
another corporation or entity, the adoption by the Company of any plan of
exchange affecting shares of Stock of the Company or any distribution to holders
of shares of Stock of the Company of securities or property (other than normal
cash dividends or dividends payable in shares of Stock of the Company), the
Board shall make appropriate adjustments to (i) the number of Shares reserved
under this Plan, (ii) the number of Shares covered by outstanding Options, and
(iii) the purchase price per share in respect of such Options to reflect such
transaction; provided that such adjustments under (ii) and (iii) shall only be
such as are necessary to maintain the proportionate interest of the holders of
the Options and preserve, without increasing, the value of such Options. In the
event of a corporate merger, consolidation, acquisition of property or stock,
separation, reorganization or liquidation, the Board shall be authorized (x) to
assume under the Plan previously issued compensatory options, or to substitute
new Options for previously issued compensatory Options as part of such
adjustment or (y) to cancel Options and give the Participants who are the
holders of such Options notice and opportunity to exercise for 30 days prior to
such cancellation.

      (b) Except as is otherwise expressly provided herein, the issue by the
Company of shares of its capital stock of any class, or securities convertible
into shares of capital stock of any class, either in connection with a direct
sale or upon the exercise of rights or warrants to subscribe therefor, or upon
conversion of shares or obligations of the Company convertible into such shares
or other securities, shall not affect, and no adjustment by reason thereof shall
be made with respect to, the number of or purchase price of Shares. Furthermore,
the presence of outstanding Options granted under the Plan shall not affect in
any manner the right or power of the Company to make, authorize

                                       4


or consummate (i) any or all adjustments, recapitalizations, reorganizations or
other changes in the Company's capital structure or its business; (ii) any
merger or consolidation of the Company; (iii) any issue by the Company of debt
securities or preferred or preference stock (whether or not such issue is prior
to, on a party with or junior to the Stock); (iv) the dissolution or liquidation
of the Company; (v) any sale, transfer or assignment of all or any part of the
assets or business of the Company; or (vi) any other corporate act or
proceeding, whether of a similar character or otherwise.

      (c) Notwithstanding anything to the contrary above, a dissolution or
liquidation of the Company, a merger (other than a merger effecting a
reincorporation of the Company in another state) or consolidation in which the
Company is not the surviving corporation (or survives only as a subsidiary of
another corporation in a transaction in which the stockholders of the parent of
the Company and their proportionate interests therein immediately after the
transaction are not substantially identical to the stockholders of the Company
and their proportionate interests therein immediately prior to the transaction),
a transaction in which another corporation becomes the owner of 50% or more of
the total combined voting power of all classes of stock of the Company, or a
change in control (as specified below), shall cause every Option then
outstanding to become exercisable in full immediately prior to such dissolution,
liquidation, merger, consolidation, transaction, or change in control, to the
extent not theretofore exercised, without regard to the determination as to the
periods and installments of exercisability contained in the Agreements if (and
only if) such Options have not at that time expired or been terminated. For
purposes of this paragraph, a change in control shall be deemed to have taken
place if: a third person, including a "group" as defined in Section 13(d)(3) of
the Act, becomes the beneficial owner of shares of the Company having fifty
percent (50%) or more of the total number of votes that may be cast for the
election of directors of the Company; or as a result of, or in connection with,
a contested election for directors, the persons who were directors of the
Company immediately before such election shall cease to constitute a majority of
the Board. Notwithstanding the foregoing provisions of this paragraph:

            (i) an event, transaction, or corporate action shall not have the
      effect of accelerating the exercisability of Options if: (A) persons who
      were the directors of the Company and persons who were the executive
      officers of the Company as of six months prior to such event immediately
      after such event constitute a majority of the directors and constitute a
      majority of executive officers, respectively, for, and own in the
      aggregate at least ten percent of the voting securities or equity
      interests of, the Company or the surviving or resulting corporation or the
      parent of such surviving or resulting corporation; and (B) if the Company
      is not the surviving or resulting corporation, such surviving or resulting
      corporation or parent of such surviving or resulting corporation
      substitutes substantially identical options for any outstanding Options;
      and

            (ii) in the event of any dissolution, merger, consolidation,
      transaction, or change in control, the Board may completely satisfy and
      extinguish all obligations of the Company and its Affiliates with respect
      to any Option outstanding on the date of such event by delivering to the
      Optionee cash in an amount equal to the difference between the aggregate
      purchase price for Shares under the Option and the Fair Market Value of
      such Shares on the date of such event, such payment to be made within a
      reasonable time after such event.

                                       5


10.   TAX WITHHOLDING.

      The Company shall have the right to deduct applicable taxes from any
Option and withhold, at the time of delivery of Shares under the Plan, an
appropriate number of Shares for payment of taxes required by law or to take
such other action as may be necessary in the opinion of the Company to satisfy
all obligations for withholding of such taxes. The Committee may also permit
withholding to be satisfied by the transfer to the Company of Stock theretofore
owned by the holder of the Option with respect to which withholding is required.
If Shares or Stock are used to satisfy tax withholding, such Shares or Stock
shall be valued based on the Fair Market Value when the tax withholding is
required to be made.

11.   EFFECTIVE DATE OF PLAN.

      The effective date of the Plan shall be February 19, 1998. No Option shall
be granted pursuant to the Plan after May 13, 2005.

12.   AMENDMENT, MODIFICATION, SUSPENSION OR TERMINATION.

      The Board may amend, modify, suspend or terminate the Plan at any time for
the purpose of meeting or addressing any changes in legal requirements or for
any other purpose permitted by law, except that no amendment, modification,
suspension or termination shall be made (i) that would impair the rights of any
Optionee under any Option previously granted to such Optionee without such
Optionee's written consent, (ii) prior to approval by the Company's shareholders
if such approval is then required thereby, or (iii) that would reduce the
purchase price of any outstanding Option, other than as provided by Section
9(a)(ii).

13.   REQUIREMENTS OF LAW.

      (a) The Plan, and the granting and exercise of Options hereunder, and the
obligation of the Company to sell and deliver shares under such Options, shall
be subject to all applicable laws, rules and regulations, and to such approvals
by any governmental agencies or national securities exchanges as may be
required.

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

                                       6


14.   MISCELLANEOUS.

      (a) Nothing contained in the Plan shall confer upon any Optionee the right
to continue in the employ of the Company or any Affiliate, or interfere in any
way with the rights of the Company or any Affiliate to terminate his employment
at any time.

      (b) Any payment of cash or any delivery of Shares to the Optionee, or to
an Optionee's Permitted Transferee, in accordance with the provisions hereof,
shall, to the extent thereof, be in full satisfaction of all claims of such
person with respect to the Option being exercised (or portion thereof). The
Committee may require any Optionee, or Permitted Transferee, as a condition
precedent to such payment or delivery, to execute a release and receipt therefor
in such form as it shall determine.

      (c) Neither the Committee nor the Company guarantees the Shares from loss
or depreciation.

      (d) Records of the Company and its Affiliates regarding an individual's
period of employment, termination of employment and the reason therefor, leaves
of absence, re-employment and other matters shall be conclusive for all purposes
hereunder, unless determined by the Committee to be incorrect in its sole and
absolute discretion.

      (e) The Company assumes no obligation or responsibility to an Optionee or
any Permitted Transferee for any act of, or failure to act on the part of, the
Committee.

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

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

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

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

                                       7


RESOLUTION RELATED TO STOCK OPTIONS ADOPTED BY THE COMPENSATION AND MANAGEMENT
DEVELOPMENT COMMITTEE OF THE BOARD OF DIRECTORS OF CENTEX CORPORATION ON MAY 13,
2004.

      RESOLVED, that all non-qualified options held by Full Time Employees to
acquire common stock of Centex Corporation awarded under any of the stock plans
listed below, whether awarded before or after May 13, 2004, shall be subject to
the following from and after May 13, 2004:

      1.    If an optionee shall voluntarily terminate employment and at such
            time he or she is age 55 or older, has at least 10 Years of Service
            and the sum of age and Years of Service equals at least 70, then all
            non-qualified options held by him or her shall immediately vest upon
            the termination of employment ("Vested Retirement").

      2.    All rights to exercise such vested options will terminate 12 months
            following the date of such Vested Retirement. However, to the extent
            that an option agreement provides a longer time to exercise
            following voluntary termination of employment, then such agreement
            will control.

      3.    As used herein: "Full Time Employee" means a person actively and
            regularly engaged in work at least 40 hours a week; and "Years of
            Service" means an optionee's years of employment with Centex
            Corporation or any of its Affiliates. An optionee shall be credited
            with a Year of Service on each anniversary of the date on which he
            or she was first employed by Centex Corporation or its Affiliate,
            provided that the optionee continues to be employed by such employer
            on such anniversary date.

      4.    The stock plans covered are:

            -     Centex Corporation Amended and Restated 1987 Stock Option Plan

            -     Seventh Amended and Restated 1998 Centex Corporation Employee
                  Non-Qualified Stock Option Plan

            -     Amended and Restated Centex Corporation 2001 Stock Plan

            -     Amended and Restated Centex Corporation 2003 Equity Incentive
                  Plan

      FURTHER RESOLVED, that the appropriate officers of the Corporation are
hereby directed to take all steps that they deem necessary or appropriate to
communicate the substance of the foregoing resolution to option holders who are
affected and, where they deem necessary, to document the substance of this
resolution by way of amendments to the stock plans and to existing option
agreements.

                                                                               8

EX-10.2A

                                                                   EXHIBIT 10.2a

                                                             Option to Employees
                                                                       1998 Plan

                                [FY 2005 Award]

Dear _________________:

      Effective May ____, 2005 you have been granted a Non-qualified Option to
purchase up to _________ shares of the common stock, par value $.25 per share,
of Centex Corporation (the "Company") for $______ per share (the "Option"). This
Option is granted under the Centex Corporation Amended and Restated 1998 Stock
Option Plan (as such plan may be amended from time to time, the "Plan"). A copy
of the Plan is available to you upon request to the Law Department during the
term of this Option. This Option will terminate upon the close of business on
May 12, 2012, unless earlier terminated as described herein or in the Plan. This
Award will vest at the rate of 8-1/4% per quarter in fiscal year 2006, 8-1/4%
per quarter in fiscal year 2007 and 8-1/2% per quarter in fiscal year 2008. The
amounts and dates are shown below:

                                                
____ shares on 06/30/2005  ____ shares on 06/30/2006  ____ shares on 06/30/2007
____ shares on 09/30/2005  ____ shares on 09/30/2006  ____ shares on 09/30/2007
____ shares on 12/31/2005  ____ shares on 12/31/2006  ____ shares on 12/31/2007
____ shares on 03/31/2006  ____ shares on 03/31/2007  ____ shares on 03/31/2008



      If for any reason you cease to be an employee of at least one of the
employers in the group of employers consisting of the Company and its Affiliates
(i) this Option will immediately terminate as to any unvested portion on the
date of such cessation and (ii) any portion of this Option vested but not
exercised by you on or before such date of cessation may be exercised after such
date only as provided in the Plan. However, if you are a Full Time Employee and
you retire from all employment with the Company and its Affiliates before this
Option has fully vested and at the time of your retirement you are age 55 or
older, you have at least 10 Years of Service and the sum of age and Years of
Service equals at least 70, then this Option will immediately vest upon
termination of employment ("Vested Retirement"). You will have 12 months to
exercise this Option following the date of such Vested Retirement.

      The Company may cancel and revoke this Option and/or replace it with a
revised option at any time if the Company determines, in its good faith
judgment, that this Option was granted to you in error or that this Option
contains an error. In the event of such determination by the Company, and
written notice thereof to you at your business or home address, all of your
rights and all of the Company's obligations as to any unvested portion of this
Option shall immediately terminate. If the Company replaces this Option with a
revised option, then you will have all of the benefits conferred under the
revised option, effective at such time as the new option goes into effect.

      This Option is subject to the Plan, and the Plan will govern where there
is any inconsistency between the Plan and this Option. The provisions of the
Plan are also provisions of this Option, and all terms, provisions and
definitions set forth in the Plan are incorporated in this Option and made a
part of this Option for all purposes. Capitalized terms used but not defined in
this Option will have the meanings assigned to such terms in the Plan. This
Option has been signed in duplicate by Centex Corporation and delivered to you,
and (when you sign below) has been accepted by you effective as of May ____,
2005.



                                                             Option to Employees
                                                                       1998 Plan

ACCEPTED                                       CENTEX CORPORATION
as of May ____, 2005

_________________________________              _________________________________
[Name]                                         [Name]
                                               [Title]

EX-10.3

                                                                    EXHIBIT 10.3

                              AMENDED AND RESTATED
                       CENTEX CORPORATION 2001 STOCK PLAN
                         (LAST AMENDED ON MAY 12, 2005)

1.    PURPOSE

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

2.    DEFINITIONS

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

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

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

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

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

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

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

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

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

      "EMPLOYER" -- The Company and any Affiliate.

                                       1


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

      "FULL TIME EMPLOYEE" means a person actively and regularly engaged in work
at least 40 hours a week.

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

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

      "PARTICIPANT" -- An individual who has been granted Restricted Stock or an
Option under the Plan.

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

      "RESTRICTED STOCK" -- Shares issued pursuant to Section 17 of the Plan.

      "RETIREMENT" -- The Participant's voluntary termination of employment from
the Employer including, where the context indicates, Vested Retirement.

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

      "VESTED RETIREMENT" -- The voluntary termination of all employment of an
Optionee or a Participant (excluding a Non-employee Director) who is a Full Time
Employee from the Employer at any time after he or she (1) is age 55 or older,
(2) has at least 10 Years of Service and (3) the combination of age and Years of
Service equal at least 70. Calculation of eligibility for Vested Retirement
shall be based on whole years of age and Years of Service on the date as of
which the calculation is being made. Any partial years shall be disregarded.

      "YEARS OF SERVICE" -- The Optionee's or Participant's years of employment
with an Employer. An Optionee or Participant shall be credited with a Year of
Service on each anniversary of the date on which he or she was first employed
with an Employer, provided that the Optionee or Participant continues to be
employed by an Employer on such anniversary date.

3.    ADMINISTRATION

      Subject to the provisions hereof, the Committee shall have full and
exclusive power and authority to administer this Plan and to take all actions
that are specifically contemplated hereby or are necessary or appropriate in
connection with the administration hereof. The Committee

                                       2


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

4.    SHARES SUBJECT TO PLAN

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

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

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

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

5.    ELIGIBILITY

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

                                       3


6.    GRANTING OF OPTIONS

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

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

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

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

7.    OPTION PRICE

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

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

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

                                       4


8.    OPTION PERIOD

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

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

      (b) In the case of an Optionee who satisfies the test for Vested
Retirement, all Options held by such Optionee will automatically vest upon
Vested Retirement.

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

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

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

      (f) Notwithstanding the foregoing, if an Option is held by an Optionee who
retires and satisfies the test for Vested Retirement, then all rights to
exercise any and all Options will

                                       5


terminate 12 months following the date of the Vested Retirement. To the extent
that an Agreement provides for a longer time to exercise, then such Agreement
will control.

9.    OPTIONS NOT TRANSFERABLE

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

10.   EXERCISE OF OPTIONS

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

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

      (c) Each exercise of an Option or portion or part thereof shall be
evidenced by a notice in writing by or on behalf of the Optionee to the Company.
The purchase price of the Shares for which an Option is exercised must be paid
prior to issuance of the Shares. The Exercise price of an Option must be paid by
cash, certified or cashiers' check, wire transfer, delivery (either actually or
by attestation) of whole Shares owned by the Optionee, or through the
withholding by the Company from the Shares otherwise issuable pursuant to the
Option of an appropriate number of Shares, or any combination of the
aforementioned methods of payment, prior to issuance of the Shares. For purposes
of determining the amount, if any, of the option price satisfied by delivery or
withholding of Shares, such Shares shall be valued at their Fair Market Value on
the date of exercise. Any Shares actually delivered in satisfaction of all or a
portion of the option price shall be appropriately endorsed for transfer and
assignment to the Company.

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

      (e) Nothing herein or in any Agreement evidencing an Option granted
hereunder shall require the Company to issue any Shares upon exercise of an
Option if such issuance would, in the opinion of counsel for the Company,
constitute a violation of the Securities Act of 1933, as amended, or any similar
or superseding statute or statutes, or any other applicable statute or

                                       6


regulation, as then in effect. Upon the exercise of an Option or portion or part
thereof, the Optionee shall give to the Company satisfactory evidence that he is
acquiring such Shares for the purpose of investment only and not with a view to
their distribution; provided, however, if or to the extent that the Shares
subject to the Option shall be included in a registration statement filed by the
Company or an Affiliate, such investment representation shall not be required.

11.   DELIVERY OF SHARES UPON EXERCISE

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

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

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

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

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

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

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

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

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

                                       7


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

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

            (iv) the maximum number of Shares then subject to being optioned or
      awarded as Restricted Stock under the Plan;

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

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

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

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

                                       8


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

      (f) As of May 13, 2004 the number of shares available for issuance of
Options or awards of Restricted Stock is 1,628,598 and no more than 68,260 shall
be subject to awards of Restricted Stock.

13.   EFFECTIVE DATE

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

14.   AMENDMENT, SUSPENSION OR TERMINATION OF THE PLAN

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

                                       9


such Option was granted (as provided in Section 7) may be made without obtaining
approval of the stockholders.

15.   REQUIREMENTS OF LAW

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

16.   MODIFICATION OF OPTIONS

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

17.   RESTRICTED STOCK

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

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

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

                                       10


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

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

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

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

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

      (h) The Committee may determine that an award of Restricted Stock will be
subject to restriction until one or more performance goals established by the
Committee have been achieved. With respect to such an award, the restrictions
shall lapse and the award shall vest only upon achievement of the attainment of
one or more pre-established, objective performance goals established by the
Committee prior to the earlier to occur of (x) 90 days after the commencement of
the period of service to which the performance goal relates and (y) the lapse of
25% of the period of service (as established in good faith at the time the goal
is established), and in any event while the outcome is substantially uncertain.
A performance goal is objective if a third party having knowledge of the
relevant facts could determine whether the goal is met. Such a performance goal
may be based on one or more business criteria that apply to the individual, one
or more business units of the Company, or the Company as a whole, and may

                                       11


include one or more of the following: operating income, operating margin,
earnings before interest, taxes, depreciation and amortization (EBITDA), pre-tax
income, net income, net earnings per share, net earnings per share growth,
return on beginning stockholder's equity, return on average net assets, total
shareholder return relative to other companies in Centex Corporation's industry
group, debt/capitalization ratio and customer satisfaction. Unless otherwise
stated, such a performance goal need not be based upon an increase or positive
result under a particular business criterion and could include, for example,
maintaining the status quo or limiting economic losses (measured, in each case,
by reference to specific business criteria). In interpreting Plan provisions
applicable to performance goals, it is the intent of the Plan to conform with
the standards of Section 162(m) of the Code and Treasury Regulation
Section 1.162-27(e)(2)(i), and the Committee in establishing such goals and
interpreting the Plan shall be guided by such provisions. Prior to the payment
of any compensation based on the achievement of performance goals, the Committee
must certify in writing that applicable performance goals and any of the
material terms thereof were, in fact, satisfied. No individual may be granted
Restricted Stock awards subject to performance goals designed to comply with
Section 162(m) of the Code having a value of more than $6,000,000 in any given
one-year period.

      (i) The restrictions set forth in an Agreement relative to Restricted
Stock will terminate immediately if the Participant retires and at the time of
retirement he or she qualifies for Vested Retirement under the Plan.

18.   TAX WITHHOLDING

      The Company shall have the right to take whatever affirmative actions are
required, in the opinion of the Committee, to enable the Company or appropriate
Affiliate to satisfy any applicable payroll tax withholding requirements in
connection with the exercise of Options granted or Restricted Stock awarded
under the Plan. Without limiting the generality of the foregoing provision, the
Company shall have the right to (a) withhold cash from a same-day-sale exercise
of an Option, (b) deduct applicable taxes from any Option or Restricted Stock
award by withholding, at the time of delivery and/or vesting of Shares under the
Plan, an appropriate number of Shares for payment of taxes required by law, (c)
permit its withholding obligations to be satisfied by the transfer to the
Company of Shares theretofore owned by the holder of the Option or recipient of
Restricted Stock with respect to which withholding is required, in which case
such Shares shall be valued based on the Fair Market Value thereof when the tax
withholding is required to be made, or (d) take such other action as may be
necessary in the opinion of the Company to satisfy all applicable tax
withholding obligations.

19.   GENERAL

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

      (b) Nothing contained in the Plan or in any Agreement shall confer upon
any Optionee or recipient of Restricted Stock the right to continue in the
employ of the Company or

                                       12


any Affiliate or interfere in any way with the rights of the Company or any
Affiliate to terminate such Optionee's or recipient's employment at any time.

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

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

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

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

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

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

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

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

                                       13


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

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

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

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

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

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

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

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

                                       14


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

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

      (u) If any provision of this Plan has the effect of increasing the number
of shares available for Awards hereunder by adding back shares and such
provision constitutes a "formula" under the formula plan rules of the New York
Stock Exchange, Inc. ("NYSE") (including Section 303A.08 of the NYSE's Listed
Company Manual), then the portion of such provision that constitutes a "formula"
shall be operative only until, and shall cease to be effective on, the date that
is 10 years after July 19, 2003 or, if later, the date of the most recent
shareholder approval of the Plan.

                                       15

EX-10.6

                                                                    EXHIBIT 10.6

                              AMENDED AND RESTATED
                  CENTEX CORPORATION 2003 EQUITY INCENTIVE PLAN
                         (LAST AMENDED ON MAY 12, 2005)

1.    PLAN

      The Centex Corporation 2003 Equity Incentive Plan (the "Plan") was adopted
by the Corporation to reward certain key Employees of the Corporation and its
Affiliates and Non-employee Directors of the Corporation by providing for
certain cash benefits and by enabling them to acquire shares of Common Stock of
the Corporation.

2.    OBJECTIVES

      The purpose of this Centex Corporation 2003 Equity Incentive Plan is to
further the interests of the Corporation and its shareholders by providing
incentives in the form of Awards to key Employees and Non-employee Directors who
can contribute materially to the success and profitability of the Corporation
and its Affiliates. Such Awards will recognize and reward outstanding
performances and individual contributions and give Participants in the Plan an
interest in the Corporation parallel to that of the shareholders, thus enhancing
the proprietary and personal interest of such Participants in the Corporation's
continued success and progress. This Plan will also enable the Corporation and
its Affiliates to attract and retain such Employees and Non-employee Directors.

3.    DEFINITIONS

      As used herein, the terms set forth below shall have the following
respective meanings:

      "AFFILIATE" means a Subsidiary or Joint Venture.

      "AUTHORIZED OFFICER" means the Chief Executive Officer of the Corporation
(or any other senior officer of the Corporation to whom he or she shall delegate
the authority to execute any Award Agreement, where applicable).

      "AWARD" means an Employee Award or a Director Award.

      "AWARD AGREEMENT" means a written agreement setting forth the terms,
conditions and limitations applicable to an Award, to the extent the Committee
determines such agreement is necessary.

      "BOARD" means the Board of Directors of the Corporation.

      "BLACK-SCHOLES VALUE" means the formula given by the option pricing model
of such name used to calculate the theoretical fair value of a stock option at
any given time.

      "CHANGE IN CONTROL" unless otherwise defined by the Committee, means a
change in control of a nature that would be required to be reported in response
to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities
Exchange Act of 1934, as amended,

                                       1


whether or not the Corporation is then subject to such reporting requirement;
provided, that, without limitation, such a change in control shall be deemed to
have occurred if:

            (i) a third person, including a "Group" as defined in Section
      13(d)(3) of the Exchange Act, becomes the beneficial owner of Common Stock
      having fifty (50) percent or more of total number of votes that may be
      cast for the election of Directors; or

            (ii) as a result of, or in connection with, a contested election for
      Directors, persons who were Directors immediately before such election
      shall cease to constitute a majority of the Board.

      "CODE" means the Internal Revenue Code of 1986, as amended from time to
time.

      "COMMITTEE" means the independent Compensation Committee of the Board as
is designated by the BOARD to administer the Plan.

      "COMMON STOCK" means Centex Corporation common stock, par value $.25 per
share.

      "CORPORATION" means Centex Corporation, a Nevada corporation, or any
successor thereto.

      "DIRECTOR" means an individual who is a member of the Board.

      "DIRECTOR AWARD" means any Option, Stock Award or Performance Award
granted, whether singly, in combination or in tandem, to a Participant who is a
Non-employee Director pursuant to such applicable terms, conditions and
limitations (including treatment as a Performance Award) as the Committee may
establish in order to fulfill the objectives of the Plan.

      "DISABILITY" means a disability that renders the Participant unable to
engage in any occupation in accordance with the terms of the Long Term
Disability Plan of Centex Corporation.

      "DIVIDEND EQUIVALENTS" means, with respect to Stock Units or shares of
Restricted Stock that are to be issued at the end of the Restriction Period, an
amount equal to all dividends and other distributions (or the economic
equivalent thereof) that are payable to stockholders of record during the
Restriction Period on a like number of shares of Common Stock.

      "EMPLOYEE" means an employee of the Corporation or any of its Affiliates.

      "EMPLOYEE AWARD" means any Option, Stock Award, or Performance Award
granted, whether singly, in combination or in tandem, to a Participant who is an
Employee pursuant to such applicable terms, conditions and limitations
(including treatment as a Performance Award) as the Committee may establish in
order to fulfill the objectives of the Plan.

      "EMPLOYEE DIRECTOR" means an individual serving as a member of the Board
who is an Employee of the Corporation or any of its Affiliates.

      "EMPLOYER" means the Corporation and any Subsidiary or Joint Venture.

                                       2


      "EQUITY AWARD" means any Option, Stock Award, or Performance Award (other
than a Performance Award denominated in cash) granted to a Participant under the
Plan.

      "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.

      "FAIR MARKET VALUE" of a share of Common Stock means, as of a particular
date, (i) (A) if Common Stock is listed on a national securities exchange, the
mean between the highest and lowest sales price per share of such Common Stock
on the consolidated transaction reporting system for the principal national
securities exchange on which shares of Common Stock are listed on that date, or,
if there shall have been no such sale so reported on that date, on the next
succeeding date on which such a sale was so reported, or, at the discretion of
the Committee, the price prevailing on the exchange at the time of exercise, (B)
if Common Stock is not so listed but is quoted on the NASDAQ National Market,
the mean between the highest and lowest sales price per share of Common Stock
reported by the NASDAQ National Market on that date, or, if there shall have
been no such sale so reported on that date, on the next succeeding date on which
such a sale was so reported or, at the discretion of the Committee, the price
prevailing on the NASDAQ National Market at the time of exercise, (C) if Common
Stock is not so listed or quoted, the mean between the closing bid and asked
price on that date, or, if there are no quotations available for such date, on
the next succeeding date on which such quotations shall be available, as
reported by the NASDAQ Stock Market, or, if not reported by the NASDAQ Stock
Market, by the National Quotation Bureau Incorporated or (D) if Common Stock is
not publicly traded, the most recent value determined by an independent
appraiser appointed by the Corporation for such purpose, or (ii) if applicable,
the price per share as determined in accordance with the procedures of a third
party administrator retained by the Corporation to administer the Plan.

      "FULL TIME EMPLOYEE" means a person actively and regularly engaged in work
at least 40 hours a week.

      "GRANT DATE" means the date an Award is granted to a Participant pursuant
to the Plan. The Grant Date for a substituted award is the Grant Date of the
original award.

      "GRANT PRICE" means the price at which a Participant may exercise his or
her right to receive cash or Common Stock, as applicable, under the terms of an
Award.

      "JOINT VENTURE" means any joint venture, partnership, limited liability
company or other non-corporate entity in which the Corporation has at least 50%
ownership, voting, capital or profit interests (in whatever form).

      "NON-EMPLOYEE DIRECTOR" means an individual serving as a member of the
Board who is not an Employee of the Corporation or any of its Affiliates.

      "OPTION" means a right to purchase a specified number of shares of Common
Stock at a specified Grant Price, which is not intended to comply with the
requirements set forth in Section 422 of the Code.

      "PARTICIPANT" means an Employee or Non-employee Director to whom an Award
has been granted under this Plan.

                                       3


      "PERFORMANCE AWARD" means an Award made pursuant to this Plan that is
subject to the attainment in the future of one or more Performance Goals.

      "PERFORMANCE GOAL" means a standard established by the Committee, to
determine in whole or in part whether a Qualified Performance Award shall be
earned.

      "QUALIFIED PERFORMANCE AWARD" means a Performance Award made to a
Participant who is an Employee that is intended to qualify as qualified
performance-based compensation under Section 162(m) of the Code, as described in
Section 8(a)(iii)(B) of the Plan.

      "RESTRICTED STOCK" means Common Stock that is restricted or subject to
forfeiture provisions.

      "RESTRICTION PERIOD" means a period of time beginning as of the Grant Date
of an Award of Restricted Stock and ending as of the date upon which the Common
Stock subject to such Award is no longer restricted or subject to forfeiture
provisions.

      "RETIREMENT" means the Participant's voluntary termination of employment
from the Employer, and where the context indicates, includes Vested Retirement.

      "STOCK AWARD" means an Award in the form of shares of Common Stock or
Stock Units, including an award of Restricted Stock.

      "STOCK UNIT" means a unit equal to one share of Common Stock (as
determined by the Committee) granted to either an Employee or a Non-employee
Director.

      "SUBSIDIARY" means any corporation of which the Corporation directly or
indirectly owns shares representing 50% or more of the combined voting power of
the shares of all classes or series of capital stock of such corporation which
have the right to vote generally on matters submitted to a vote of the
stockholders of such corporation.

      "VESTED RETIREMENT" means the voluntary termination of all employment by a
Participant (excluding a Non-employee Director) who is a Full Time Employee from
the Employer at any time after the Participant is age 55 or older, has at least
10 Years of Service and the sum of age and Years of Service equals at least 70.
Calculation of eligibility for Vested Retirement shall be based on whole years
of age and Years of Service on the date as of which the calculation is being
made. Any partial years shall be disregarded.

      "YEARS OF SERVICE" means the Participant's years of employment with an
Employer. A Participant shall be credited with a Year of Service on each
anniversary of the date on which he or she was first employed with an Employer,
provided that the Participant continues to be employed by an Employer on such
anniversary date.

4.    ELIGIBILITY

      (a) Employees. Employees eligible for the grant of Employee Awards under
this Plan are those Employee Directors and Employees who hold positions of
responsibility and whose performance, in the judgment of the Committee, can have
a significant effect on the success of the Corporation and its Affiliates.

                                       4


      (b) Directors. Members of the Board eligible for the grant of Director
Awards under this Plan are those who are Non-employee Directors.

5.    COMMON STOCK AVAILABLE FOR AWARDS

      Subject to the provisions of paragraph 15 hereof, no Award shall be
granted if it shall result in the aggregate number of shares of Common Stock
issued under the Plan plus the number of shares of Common Stock covered by or
subject to Awards then outstanding (after giving effect to the grant of the
Award in question) to exceed 6,665,970 shares. No more than 2,221,990 shares of
Common Stock shall be available for Stock Awards, other than Options or
Performance Awards. The number of shares of Common Stock that are the subject of
Awards under this Plan that are forfeited or terminated, expire unexercised, are
settled in cash in lieu of Common Stock or in a manner such that all or some of
the shares covered by an Award are not issued to a Participant or are exchanged
for Awards that do not involve Common Stock, shall again immediately become
available for Awards hereunder. If the Grant Price or other purchase price of
any Option or other Award granted under the Plan is satisfied by tendering
shares of Common Stock to the Corporation by either actual delivery or by
attestation, or by withholding shares of Common Stock, or if the tax withholding
obligation resulting from the settlement of any such Option or other Award is
satisfied by tendering or withholding shares of Common Stock, only the number of
shares of Common Stock issued net of the shares of Common Stock tendered or
withheld shall be deemed delivered for purposes of determining the maximum
number of shares of Common Stock available for delivery under the Plan. Shares
of Common Stock delivered under the Plan in settlement, assumption or
substitution of outstanding awards or obligations to grant future awards under
the plans or arrangements of another entity shall not reduce the maximum number
of shares of Common Stock available for delivery under the Plan, to the extent
that such settlement, assumption or substitution is a result of the Corporation
or an Affiliate acquiring another entity or an interest in another entity. The
Committee may from time to time adopt and observe such procedures concerning the
counting of shares against the Plan maximum as it may deem appropriate. The
Board and the appropriate officers of the Corporation shall from time to time
take whatever actions are necessary to file any required documents with
governmental authorities, stock exchanges and transaction reporting systems to
ensure that shares of Common Stock are available for issuance pursuant to
Awards.

6.    ADMINISTRATION

      (a) This Plan shall be administered by the Committee except as otherwise
provided herein.

      (b) Subject to the provisions hereof, the Committee shall have full and
exclusive power and authority to administer this Plan and to take all actions
that are specifically contemplated hereby or are necessary or appropriate in
connection with the administration hereof. The Committee shall also have full
and exclusive power to interpret this Plan and to adopt such rules, regulations
and guidelines for carrying out this Plan as it may deem necessary or proper,
all of which powers shall be exercised in the best interests of the Corporation
and in keeping with the objectives of this Plan. The Committee may, in its
discretion, provide for the extension of the exercisability of an Award,
accelerate the vesting or exercisability of an Award, eliminate or make less
restrictive any restrictions applicable to an Award, waive any restriction or
other provision of this Plan (insofar as such provision relates to Awards) or an
Award or

                                       5


otherwise amend or modify an Award in any manner that is either (i) not adverse
to the Participant to whom such Award was granted or (ii) consented to by such
Participant. The Committee may correct any defect or supply any omission or
reconcile any inconsistency in this Plan or in any Award in the manner and to
the extent the Committee deems necessary or desirable to further the Plan
purposes. Any decision of the Committee, with respect to Awards, in the
interpretation and administration of this Plan shall lie within its sole and
absolute discretion and shall be final, conclusive and binding on all parties
concerned.

      (c) No member of the Committee or officer of the Corporation to whom the
Committee has delegated authority in accordance with the provisions of paragraph
7 of this Plan shall be liable for anything done or omitted to be done by him or
her, by any member of the Committee or by any officer of the Corporation in
connection with the performance of any duties under this Plan, except for his or
her own willful misconduct or as expressly provided by statute.

7.    DELEGATION OF AUTHORITY

      Following the authorization of a pool of cash or shares of Common Stock to
be available for Awards, the Committee may authorize the Chief Executive Officer
of the Corporation or a committee consisting solely of members of the Board to
grant individual Employee Awards from such pool pursuant to such conditions or
limitations as the Committee may establish. The Committee may also delegate to
the Chief Executive Officer and to other executive officers of the Corporation
its administrative duties under this Plan (excluding its granting authority)
pursuant to such conditions or limitations as the Committee may establish. The
Committee may engage or authorize the engagement of a third party administrator
to carry out administrative functions under the Plan.

8.    AWARDS

      (a) The Committee shall determine the type or types of Awards to be made
under this Plan and shall designate from time to time the Participants who are
to be the recipients of such Awards. Each Award may, in the discretion of the
Committee, be embodied in an Award Agreement, which shall contain such terms,
conditions and limitations as shall be determined by the Committee in its sole
discretion and, if required by the Committee, shall be signed by the Participant
to whom the Award is granted and by an Authorized Officer for and on behalf of
the Corporation. Awards may consist of those listed in this paragraph 8(a) and
may be granted singly, in combination or in tandem. Awards may also be granted
in combination or in tandem with, in replacement of, or as alternatives to,
grants or rights under this Plan or any other plan of the Corporation or any of
its Affiliates, including the plan of any acquired entity. An Award may provide
for the grant or issuance of additional, replacement or alternative Awards upon
the occurrence of specified events. All or part of an Award may be subject to
conditions established by the Committee, which may include, but are not limited
to, continuous service with the Corporation and its Affiliates, achievement of
specific business objectives, increases in specified indices, attainment of
specified growth rates and other comparable measurements of performance.

            (i) Option. An Employee Award or Director Award may be in the form
      of an Option. The Grant Price of an Option shall be not less than the Fair
      Market Value of the Common Stock subject to such Option on the Grant Date.
      Notwithstanding anything

                                       6


      contrary contained in this Plan including Sections 8(a)(i)(A) and (B), in
      no event shall the term of the Option extend more than ten (10) years
      after the Grant Date. Options may not include provisions that "reload" the
      option upon exercise. Subject to the foregoing provisions, the terms,
      conditions and limitations applicable to any Options awarded to
      Participants pursuant to this Plan, including the Grant Price, the term of
      the Options, the number of shares subject to the Option and the date or
      dates upon which they become exercisable, shall be determined by the
      Committee.

                  (A) Except as is otherwise provided in the Award Agreement and
            subject to Committee discretion as provided in Section 6(b):

                        (1) all rights to exercise an Option shall terminate
                  within four (4) months after the date the Participant ceases
                  to be an Employee, or ceases to be a Director, whichever may
                  occur later, for any reason other than death or Disability
                  (but in no event later than the end of the original period of
                  the Option).

                        (2) In the event of a Participant's death, an Option
                  will terminate fifteen (15) months thereafter.

                        (3) In the event of a Participant's Disability and
                  resulting termination of employment, an Option will terminate
                  six (6) months after such Participant's employment termination
                  date.

                        (4) In the event the employment of the Participant is
                  terminated for cause (as determined by the Committee), all
                  Options whether or not vested shall terminate immediately.

                        (5) All unvested Options are cancelled upon termination
                  of employment; except that all non-qualified options shall
                  immediately vest upon Vested Retirement.

                  (B) However, if an Option is held by a Director who, on the
            date he or she ceases to be a Director (and, if also an Employee,
            ceases to be an Employee), has at least ten (10) years of service as
            a Director, then all Common Stock subject to such Option will vest
            on the date the Director ceases to be a Director, and all rights to
            exercise such Option will terminate three (3) years thereafter (but
            in no event later than the original period of the Option). Also, if
            an Option is held by a Director who, on the date he or she ceases to
            be a Director (and, if also an Employee, ceases to be an Employee),
            has less than ten (10) years of service as a Director, then all
            Common Stock subject to such Option will continue to vest in
            accordance with its terms for a period of three (3) years following
            such date, and all rights to exercise such Option will terminate
            three (3) years after such date (but in no event later than the
            original period of the Option). If Options are awarded in the final
            two (2) years of the term of a Director who is approaching age 70,
            or an Employee Director who is at least age 55 with at least ten
            (10) years of service and his or her age plus years of service equal
            at least 70, the outside exercise date is the one provided in the
            Option or

                                       7


            seven (7) years from the grant date, whichever occurs earlier. This
            paragraph 8(a)(i)(B) shall not apply to a Participant who is
            terminated for cause (as determined by the Committee).

                  (C) However, if an Option is held by a Participant who retires
            and satisfies the test for Vested Retirement, then all rights to
            exercise any and all Options will terminate twelve (12) months
            following the date of the Vested Retirement. To the extent that an
            Award provides a longer term to exercise, such Award will control.

                  (D) Attached hereto are resolutions adopted by the Committee
            on May 13, 2004 pertaining to vesting and exercise. The provisions
            of section 8(a)(i)(A)(5) and 8(a)(i)(C) above are intended to
            incorporate such resolutions. To the extent of any conflict between
            the terms of such resolutions and this Plan, the resolutions will
            control.

            (ii) Stock Award. An Employee Award or Director Award may be in the
      form of a Stock Award. The terms, conditions and limitations applicable to
      any Stock Awards granted to Participants pursuant to this Plan shall be
      determined by the Committee; provided that any Stock Award which is not a
      Performance Award shall have a minimum Restriction Period of three years
      from the Grant Date, provided that (i) the Committee may provide for
      earlier vesting upon a termination of employment by reason of death,
      Disability or Retirement, (ii) such three-year minimum Restriction Period
      shall not apply to a Stock Award that is granted in lieu of salary or
      bonus, (iii) vesting of a Stock Award may occur incrementally over the
      three-year minimum Restricted Period and (iv) the restrictions set forth
      in a Stock Award will terminate immediately if the Participant retires
      prior to the date on which the restrictions would otherwise terminate and
      at Retirement he or she is age 65 or older or, if not yet age 65, the
      Participant satisfies the test for vested Retirement.

            (iii) Performance Award. Without limiting the type or number of
      Employee Awards or Director Awards that may be made under the other
      provisions of this Plan, an Employee Award or Director Award may be in the
      form of a Performance Award. The terms, conditions and limitations
      applicable to any Performance Awards granted to Participants pursuant to
      this Plan shall be determined by the Committee; provided that any Stock
      Award which is a Performance Award shall have a minimum Restriction Period
      of one year from the Grant Date, provided that the Committee may provide
      for earlier vesting upon a termination of employment by reason of death,
      Disability or Retirement. The Committee shall set Performance Goals in its
      discretion which, depending on the extent to which they are met, will
      determine the value and/or amount of Performance Awards that will be paid
      out to the Participant.

                  (A) Nonqualified Performance Awards. Performance Awards
            granted to Employees or Directors that are not intended to qualify
            as qualified performance-based compensation under Section 162(m) of
            the Code shall be based on achievement of such goals and be subject
            to such terms, conditions and restrictions as the Committee or its
            delegate shall determine.

                                       8


                  (B) Qualified Performance Awards. Performance Awards granted
            to Employees under the Plan that are intended to qualify as
            qualified performance-based compensation under Section 162(m) of the
            Code shall be paid, vested or otherwise deliverable solely on
            account of the attainment of one or more pre-established, objective
            Performance Goals established by the Committee prior to the earlier
            to occur of (x) 90 days after the commencement of the period of
            service to which the Performance Goal relates and (y) the lapse of
            25% of the period of service (as scheduled in good faith at the time
            the goal is established), and in any event while the outcome is
            substantially uncertain. A Performance Goal is objective if a third
            party having knowledge of the relevant facts could determine whether
            the goal is met. Such a Performance Goal may be based on one or more
            business criteria that apply to the Employee, one or more business
            units or divisions of the Corporation or the applicable sector, or
            the Corporation as a whole, and if so desired by the Committee, by
            comparison with a peer group of companies. A Performance Goal may
            include one or more of the following: (a) earnings, either in the
            aggregate or on a per-share basis, reflecting such dilution of
            shares as the Committee deems appropriate, including operating
            earnings, pre-tax earnings, earnings before interest and taxes, and
            earnings before interest, taxes, depreciation and amortization; (b)
            gross or net revenue; (c) operating or net cash flow; (d) financial
            return ratios (e.g., return or net return on one or more of the
            following: assets, net assets, equity, invested capital, revenue);
            (e) margins, including net, operating or pre-tax margins; (f) total
            shareholder return; (g) financial ratios (e.g., debt to
            capitalization or debt to equity); (h) growth in financial measures
            or ratios (e.g., revenue, earnings, cash flow, stockholders' equity,
            margins); or (i) customer satisfaction, based on specified objective
            goals, or a customer survey sponsored by the Corporation or one or
            more business units or divisions of the Corporation.

                  (C) Unless otherwise stated, such a Performance Goal need not
            be based upon an increase or positive result under a particular
            business criterion and could include, for example, maintaining the
            status quo or limiting economic losses (measured, in each case, by
            reference to specific business criteria). In interpreting Plan
            provisions applicable to Performance Goals and Qualified Performance
            Awards, it is the intent of the Plan to conform with the standards
            of Section 162(m) of the Code and Treasury Regulation
            Section 1.162-27(e)(2)(i), as to grants to those Employees whose
            compensation is, or is likely to be, subject to Section 162(m) of
            the Code, and the Committee in establishing such goals and
            interpreting the Plan shall be guided by such provisions. Prior to
            the payment of any compensation based on the achievement of
            Performance Goals, the Committee must certify in writing that
            applicable Performance Goals and any of the material terms thereof
            were, in fact, satisfied. Subject to the foregoing provisions, the
            terms, conditions and limitations applicable to any Qualified
            Performance Awards made pursuant to this Plan shall be determined by
            the Committee.

      (b)   Notwithstanding anything to the contrary contained in this Plan, the
following limitations shall apply to any Employee Awards made hereunder:

                                       9


            (i) no Participant may be granted, during any fiscal year, Employee
      Awards consisting of Options (including Options that are granted as
      Performance Awards) that are exercisable for more than 1,110,995 shares of
      Common Stock;

            (ii) no Participant may be granted, during any fiscal year, Employee
      Awards consisting of Stock Awards (including Stock Awards that are granted
      as Performance Awards) covering or relating to more than 555,497 shares of
      Common Stock (the limitation set forth in this clause (ii), together with
      the limitation set forth in clause (i) above and (c)(i) and (ii) below,
      being hereinafter collectively referred to as the "Stock Based Awards
      Limitations"); and

            (iii) no Participant may be granted Employee Awards under this Plan
      consisting of cash (including Awards that are granted as Performance
      Awards) in respect of any fiscal year having a value determined on the
      Grant Date in excess of an amount equal to 2% of the consolidated net
      income of the Corporation and its subsidiaries for such fiscal year plus
      the Black-Scholes Value, determined as of the Option Grant Date, of
      Options on 219,977 shares of Common Stock determined as if such Options
      had an Option Grant Date on the effective date of the Employee Award.

      (c) Notwithstanding anything to the contrary contained in this Plan the
following limitations shall apply to any Director Awards made hereunder:

                  (A) no Participant may be granted, during any fiscal year,
            Director Awards consisting of Options (including Options that are
            granted as Performance Awards) that are exercisable for more than
            53,327 shares of Common Stock and

                  (B) no Participant may be granted, during any fiscal year,
            Director Awards consisting of Stock Awards (including Stock Awards
            that are granted as Performance Awards) covering or relating to more
            than 33,330 shares of Common Stock.

9.    CHANGE IN CONTROL

      Notwithstanding the provisions of paragraph 8 hereof, unless otherwise
expressly provided in the applicable Award Agreement, or as otherwise specified
in the terms of an Equity Award, in the event of a Change in Control during a
Participant's employment (or service as a Non-employee Director) with the
Corporation or one of its Affiliates, each Equity Award granted under this Plan
to the Participant shall become immediately vested and fully exercisable, with
performance-based equity awards vested at target level (regardless of the
otherwise applicable vesting or exercise schedules or Performance Goals provided
for under the Award Agreement or the terms of the Equity Award).

10.   PAYMENT OF AWARDS

      (a) General. Payment made to a Participant pursuant to an Award may be
made in the form of cash or Common Stock, or a combination thereof, and may
include such restrictions as the Committee shall determine, including, in the
case of Common Stock, restrictions on

                                       10


transfer and forfeiture provisions. If such payment is made in the form of
Restricted Stock, the Committee shall specify whether the underlying shares are
to be issued at the beginning or end of the Restriction Period. In the event
that shares of Restricted Stock are to be issued at the beginning of the
Restriction Period, the certificates evidencing such shares (to the extent that
such shares are so evidenced) shall contain appropriate legends and restrictions
that describe the terms and conditions of the restrictions applicable thereto.
In the event that shares of Restricted Stock are to be issued at the end of the
Restricted Period, the right to receive such shares shall be evidenced by book
entry registration or in such other manner as the Committee may determine.

      (b) Deferral. With the approval of the Committee, amounts payable in
respect of Awards may be deferred and paid either in the form of installments or
as a lump-sum payment. The Committee may permit selected Participants to elect
to defer payments of some or all types of Awards or any other compensation
otherwise payable by the Corporation in accordance with procedures established
by the Committee and may provide that such deferred compensation may be payable
in shares of Common Stock. Any deferred payment pursuant to an Award, whether
elected by the Participant or specified by the Award Agreement or the terms of
the Award or by the Committee, may be forfeited if and to the extent that the
Award Agreement or the terms of the Award so provide.

      (c) Dividends, Earnings and Interest. Rights to dividends or Dividend
Equivalents may be extended to and made part of any Stock Award, subject to such
terms, conditions and restrictions as the Committee may establish. The Committee
may also establish rules and procedures for the crediting of interest or other
earnings on deferred cash payments and Dividend Equivalents for Stock Awards.

      (d) Substitution of Awards. Subject to paragraphs 13 and 15, at the
discretion of the Committee, a Participant who is an Employee may be offered an
election to substitute an Employee Award for another Employee Award or Employee
Awards of the same or different type.

11.   OPTION EXERCISE

      Following exercise the Grant Price shall be paid in full in cash at the
time of delivery of the stock or, if permitted by the Committee and elected by
the optionee, the optionee may purchase such shares by means of tendering Common
Stock owned by the optionee, or having the Corporation withhold from the shares
otherwise issuable pursuant to the Option an appropriate number of shares of
Common Stock, valued at Fair Market Value on the date of exercise, or any
combination thereof. The Committee shall determine acceptable methods for
Participants to tender Common Stock or have Common Stock withheld in payment of
the Grant Price. The Committee may provide for procedures to permit the exercise
or purchase of such Awards by use of the proceeds to be received from the sale
of Common Stock issuable pursuant to an Award. The Committee may adopt
additional rules and procedures regarding the exercise of Options from time to
time, provided that such rules and procedures are not inconsistent with the
provisions of this paragraph.

      An optionee desiring to pay the Grant Price of an Option by tendering
Common Stock using the method of attestation may, subject to any such conditions
and in compliance with any such procedures as the Committee may adopt, do so by
attesting to the ownership of Common

                                       11


Stock of the requisite value in which case the Corporation shall issue or
otherwise deliver to the optionee upon such exercise a number of shares of
Common Stock subject to the Option equal to the result obtained by dividing (a)
the excess of the aggregate Fair Market Value of the shares of Common Stock
subject to the Option for which the Option (or portion thereof) is being
exercised over the Grant Price payable in respect of such exercise by (b) the
Fair Market Value per share of Common Stock subject to the Option, and the
optionee may retain the shares of Common Stock the ownership of which is
attested.

      If an optionee desires to pay the Grant Price of an Option by having the
Corporation withhold from the shares otherwise issuable pursuant to the Option
shares of Common Stock of the requisite value, then, subject to any conditions
and in compliance with any procedures as the Committee may adopt, the
Corporation shall issue or otherwise deliver to the optionee upon such exercise
a number of shares of Common Stock subject to the Option equal to the result
obtained by dividing (a) the excess of the aggregate Fair Market Value of the
shares of Common Stock subject to the Option for which the Option (or portion
thereof) is being exercised over the Grant Price payable in respect of such
exercise by (b) the Fair Market Value per share of Common Stock subject to the
Option.

12.   TAXES

      The Corporation or its designated third party administrator shall have the
right to deduct applicable taxes from any Employee Award payment and withhold,
at the time of delivery or vesting of cash or shares of Common Stock under this
Plan, an appropriate amount of cash or number of shares of Common Stock or a
combination thereof for payment of taxes or other amounts required by law or to
take such other action as may be necessary in the opinion of the Corporation to
satisfy all obligations for withholding of such taxes. The Committee may also
permit withholding to be satisfied by the transfer to the Corporation of shares
of Common Stock theretofore owned by the holder of the Employee Award with
respect to which withholding is required. If shares of Common Stock are used to
satisfy tax withholding, such shares shall be valued based on the Fair Market
Value when the tax withholding is required to be made. The Committee may provide
for loans, on either a short term or demand basis, from the Corporation to a
Participant who is an Employee to permit the payment of taxes required by law.

13.   AMENDMENT, MODIFICATION, SUSPENSION OR TERMINATION OF THE PLAN

      The Board may amend, modify, suspend or terminate this Plan for the
purpose of meeting or addressing any changes in legal requirements or for any
other purpose permitted by law, except that (i) no amendment or alteration that
would adversely affect the rights of any Participant under any Award previously
granted to such Participant shall be made without the consent of such
Participant and (ii) no amendment or alteration shall be effective prior to its
approval by the stockholders of the Corporation to the extent such approval is
required by applicable legal requirements or the requirements of the securities
exchange on which the Corporation's stock is listed. Notwithstanding anything
herein to the contrary, without the prior approval of the Corporation's
stockholders, Options issued under the Plan will not be repriced, replaced, or
regranted through cancellation or by decreasing the exercise price of a
previously granted Option.

                                       12


14.   ASSIGNABILITY

      Unless otherwise determined by the Committee and provided in the Award
Agreement or the terms of the Award or to a family limited partnership, trust or
similar entity pre-approved by the Committee, no Award or any other benefit
under this Plan shall be assignable or otherwise transferable except by will,
beneficiary designation or the laws of descent and distribution. In the event
that a beneficiary designation conflicts with an assignment by will, the
beneficiary designation will prevail. The Committee may prescribe and include in
applicable Award Agreements or the terms of the Award other restrictions on
transfer. Any attempted assignment of an Award or any other benefit under this
Plan in violation of this paragraph 14 shall be null and void.

15.   ADJUSTMENTS

      (a) The existence of outstanding Awards shall not affect in any manner the
right or power of the Corporation or its stockholders to make or authorize any
or all adjustments, recapitalizations, reorganizations or other changes in the
capital stock of the Corporation or its business or any merger or consolidation
of the Corporation, or any issue of bonds, debentures, preferred or prior
preference stock (whether or not such issue is prior to, on a parity with or
junior to the existing Common Stock) or the dissolution or liquidation of the
Corporation, or any sale or transfer of all or any part of its assets or
business, or any other corporate act or proceeding of any kind, whether or not
of a character similar to that of the acts or proceedings enumerated above.

      (b) In the event of any subdivision or consolidation of outstanding shares
of Common Stock, declaration of a dividend payable in shares of Common Stock or
other stock split, then (i) the number of shares of Common Stock reserved under
this Plan, (ii) the number of shares of Common Stock covered by outstanding
Awards, (iii) the Grant Price or other price in respect of such Awards, (iv) the
appropriate Fair Market Value and other price determinations for such Awards,
and (v) the Stock Based Awards Limitations shall each be proportionately
adjusted by the Board as appropriate to reflect such transaction. In the event
of any other recapitalization or capital reorganization of the Corporation, any
consolidation or merger of the Corporation with another corporation or entity,
the adoption by the Corporation of any plan of exchange affecting Common Stock
or any distribution to holders of Common Stock of securities or property (other
than normal cash dividends or dividends payable in Common Stock), the Board may
make appropriate adjustments to (i) the number of shares of Common Stock
reserved under this Plan, (ii) the number of shares of Common Stock covered by
Awards, (iii) the Grant Price or other price in respect of such Awards, (iv) the
appropriate Fair Market Value and other price determinations for such Awards,
and (v) the Stock Based Awards Limitations to reflect such transaction; provided
that such adjustments shall only be such as are necessary to maintain the
proportionate interest of the holders of the Awards and preserve, without
increasing, the value of such Awards. In the event of a corporate merger,
consolidation, acquisition of property or stock, separation, reorganization or
liquidation, the Board shall be authorized (x) to assume under the Plan
previously issued compensatory awards, or to substitute new Awards for
previously issued compensatory awards, including Awards, as part of such
adjustment or (y) to cancel Awards that are Options and give the Participants
who are the holders of such Awards notice and opportunity to exercise for 30
days prior to such cancellation.

                                       13


16.   RESTRICTIONS

      No Common Stock or other form of payment shall be issued with respect to
any Award unless the Corporation shall be satisfied based on the advice of its
counsel that such issuance will be in compliance with applicable federal and
state securities laws. Certificates evidencing shares of Common Stock delivered
under this Plan (to the extent that such shares are so evidenced) may be subject
to such stop transfer orders and other restrictions as the Committee may deem
advisable under the rules, regulations and other requirements of the Securities
and Exchange Commission, any securities exchange or transaction reporting system
upon which the Common Stock is then listed or to which it is admitted for
quotation and any applicable federal or state securities law. The Committee may
cause a legend or legends to be placed upon such certificates (if any) to make
appropriate reference to such restrictions.

17.   UNFUNDED PLAN

      This Plan shall be unfunded. Although bookkeeping accounts may be
established with respect to Participants under this Plan, any such accounts
shall be used merely as a bookkeeping convenience, including bookkeeping
accounts established by a third party administrator retained by the Corporation
to administer the Plan. The Corporation shall not be required to segregate any
assets for purposes of this Plan or Awards hereunder, nor shall the Corporation,
the Board or the Committee be deemed to be a trustee of any benefit to be
granted under this Plan. Any liability or obligation of the Corporation to any
Participant with respect to an Award under this Plan shall be based solely upon
any contractual obligations that may be created by this Plan and any Award
Agreement or the terms of the Award, and no such liability or obligation of the
Corporation shall be deemed to be secured by any pledge or other encumbrance on
any property of the Corporation. Neither the Corporation nor the Board nor the
Committee shall be required to give any security or bond for the performance of
any obligation that may be created by this Plan.

18.   RIGHT TO EMPLOYMENT

      Nothing in the Plan or an Award Agreement shall interfere with or limit in
any way the right of the Corporation to terminate any Participant's employment
or other service relationship at any time, nor confer upon any Participant any
right to continue in the capacity in which he or she is employed or otherwise
serves the Corporation.

19.   SUCCESSORS

      All obligations of the Corporation under the Plan with respect to Awards
granted hereunder shall be binding on any successor to the Corporation, whether
the existence of such successor is the result of a direct or indirect purchase,
merger, consolidation, or otherwise, of all or substantially all of the business
and/or assets of the Corporation.

20.   GOVERNING LAW

      This Plan and all determinations made and actions taken pursuant hereto,
to the extent not otherwise governed by mandatory provisions of the Code or the
securities laws of the United States, shall be governed by and construed in
accordance with the laws of the State of Texas.

                                       14


21.   EFFECTIVENESS

      The Plan will be submitted to the stockholders of the Corporation for
approval at the 2003 annual meeting of shareholders and, if approved, will
become retroactively effective as of April 1, 2003.

22.   NYSE LIMITATIONS

      If any provision of this Plan has the effect of increasing the number of
shares available for Awards hereunder by adding back shares and such provision
constitutes a "formula" under the formula plan rules of the New York Stock
Exchange, Inc. ("NYSE") (including Section 303A.08 of the NYSE's Listed Company
Manual), then the portion of such provision that constitutes a "formula" shall
be operative only until, and shall cease to be effective on, the date that is 10
years after July 17, 2003 or, if later, the date of the most recent shareholder
approval of the Plan.

                                       15


RESOLUTION RELATED TO STOCK OPTIONS ADOPTED BY THE COMPENSATION AND MANAGEMENT
DEVELOPMENT COMMITTEE OF THE BOARD OF DIRECTORS OF CENTEX CORPORATION ON MAY 13,
2004.

      RESOLVED, that all non-qualified options held by Full Time Employees to
acquire common stock of Centex Corporation awarded under any of the stock plans
listed below, whether awarded before or after May 13, 2004, shall be subject to
the following from and after May 13, 2004:

      1.    If an optionee shall voluntarily terminate employment and at such
            time he or she is age 55 or older, has at least 10 Years of Service
            and the sum of age and Years of Service equals at least 70, then all
            non-qualified options held by him or her shall immediately vest upon
            the termination of employment ("Vested Retirement").

      2.    All rights to exercise such vested options will terminate 12 months
            following the date of such Vested Retirement. However, to the extent
            that an option agreement provides a longer time to exercise
            following voluntary termination of employment, then such agreement
            will control.

      3.    As used herein: "Full Time Employee" means a person actively and
            regularly engaged in work at least 40 hours a week; and "Years of
            Service" means an optionee's years of employment with Centex
            Corporation or any of its Affiliates. An optionee shall be credited
            with a Year of Service on each anniversary of the date on which he
            or she was first employed by Centex Corporation or its Affiliate,
            provided that the optionee continues to be employed by such employer
            on such anniversary date.

      4.    The stock plans covered are:

            -     Centex Corporation Amended and Restated 1987 Stock Option Plan

            -     Seventh Amended and Restated 1998 Centex Corporation Employee
                  Non-Qualified Stock Option Plan

            -     Amended and Restated Centex Corporation 2001 Stock Plan

            -     Amended and Restated Centex Corporation 2003 Equity Incentive
                  Plan

      FURTHER RESOLVED, that the appropriate officers of the Corporation are
hereby directed to take all steps that they deem necessary or appropriate to
communicate the substance of the foregoing resolution to option holders who are
affected and, where they deem necessary, to document the substance of this
resolution by way of amendments to the stock plans and to existing option
agreements.

                                       16

EX-10.9A

                                                                   EXHIBIT 10.9a

                                 AMENDMENT NO. 1
                                       TO
                               CENTEX CORPORATION
                      EXECUTIVE DEFERRED COMPENSATION PLAN

                       EFFECTIVE AS OF ___________, 2005(1)

      The Centex Corporation Executive Deferred Compensation Plan was
established by Centex Corporation (the "Company") effective as of April 1, 2003
(the "Plan"). The Company, by action of the Compensation and Management
Development Committee of the Board of Directors of the Company, hereby amends
Section 4.4 of the Plan to read in its entirety as follows:

            "4.4 INTEREST. A Participant's Account shall accrue interest
      (compounded on a daily basis) until paid to the Participant, and shall be
      credited with interest each day at a per annum interest rate equal to the
      Company's Weighted Average Cost of Funds for the calendar quarter ended
      immediately prior to such day or as otherwise provided in the applicable
      Deferred Compensation Agreement."

      This amendment shall be effective as of ______________, 2005.

      IN WITNESS WHEREOF, Centex Corporation has executed this amendment,
evidenced by the signature of its officer affixed hereto, in a number of copies,
all of which shall constitute but one and the same instrument, which may be
sufficiently evidenced by any executed copy hereof, this ____ day of
________________, 2005.

                                           CENTEX CORPORATION

                                           By: _________________________________
                                               Name:
                                               Title:

- -----------------------------------
(1) August 1, 2005, or such later date as may be determined by officers of the
Corporation in order to coordinate with the engagement of Fidelity to monitor
account balances for participants.

EX-10.9B

                                                                   EXHIBIT 10.9b

                               CENTEX CORPORATION
                      EXECUTIVE DEFERRED COMPENSATION PLAN

                         DEFERRED COMPENSATION AGREEMENT

            This Deferred Compensation Agreement ("Agreement") is entered into
as of _________________, [200_], by and between CENTEX CORPORATION (the
"Company") and ___________________ (the "Executive").

            WHEREAS, the Company has established the Centex Corporation
Executive Deferred Compensation Plan (which, as amended from time to time, is
referred to in this Agreement as the "Plan"), the purpose of which is to permit
Eligible Employees the option to defer receipt of cash compensation; and

            WHEREAS, the Plan's Committee has determined that the Executive
should receive an award of non-qualified deferred cash compensation as more
fully described herein ("Deferred Cash Compensation") in lieu of a stock option
grant, subject to the terms and conditions of this Agreement.

            NOW, THEREFORE, in consideration of the mutual promises and
covenants herein contained, the Executive and the Company agree as follows:

SECTION 1. THE PLAN.

            The Plan is incorporated by reference and made a part of this
Agreement for all purposes. This Agreement and the Plan shall govern the rights
of the Executive and the Company with respect to the award of Deferred Cash
Compensation described below. In the event of any conflict between this
Agreement and the Plan, this Agreement will control. All capitalized terms used
herein, unless otherwise defined, have the meaning ascribed to such terms in the
Plan.

SECTION 2. AMOUNT OF AWARD.

            In lieu of a grant of stock options, the Executive is hereby awarded
Deferred Cash Compensation from the Company in the amount of $_____________ in
accordance with the terms of this Agreement and the Plan. The Deferred Cash
Compensation shall vest as provided in this Agreement.

SECTION 3. TERMS OF AWARD.

      3.1. ACCOUNT. The Committee shall cause an Account to be kept in the name
of the Executive (or, in the event of the Executive's death, his or her
Beneficiary) which shall reflect the amount awarded pursuant to Section 2 on the
effective date of this Agreement and the value of any portion of the Deferred
Cash Compensation that has vested pursuant to Section 3.4 that is payable to the
Executive or Beneficiary under the Plan. The obligation to pay to the Executive
the Deferred Cash Compensation, with the interest provided for in this
Agreement, shall be carried on the books of the Company as an unsecured debt in
an Account.



            The Executive acknowledges and agrees that nothing in this Agreement
shall be deemed to create a trust of any nature or kind or create any fiduciary
relationship. Neither the Executive, his or her estate or personal
representative(s), nor his or her Beneficiary shall have any right, title or
interest in or to any funds in the Account, which is established by the Company
merely for the purpose of recording such unsecured contractual obligation. Until
and except to the extent that Deferred Cash Compensation hereunder is vested or
paid to the Executive or his or her Beneficiary, the interest of the Executive
or the Beneficiary is contingent only and is subject to forfeiture as provided
in Section 3.4 below. All funds in the Account, if any, shall continue to be
part of the general funds of the Company, and title to and beneficial ownership
of any assets, whether cash or investments, which the Company may, in its sole
discretion, set aside or earmark to meet its obligations hereunder shall at all
times remain in the Company until paid to the Executive. Neither the Executive
nor any Beneficiary shall under any circumstances acquire any property interest
in any specific assets of the Company.

      3.2. BENEFICIARY. The Executive may designate a Beneficiary in accordance
with the Plan.

      3.3. INTEREST. The Deferred Cash Compensation shall be credited with
interest, compounded annually, as of March 31, [200_] and each March 31
thereafter until the Deferred Cash Compensation, as well as any interest earned
and credited to the Account, shall have been distributed in accordance with the
Plan and this Agreement. Appropriate pro-ration shall be made for part year
interest credits. The rate of interest credited from time to time pursuant to
this paragraph shall be the Weighted Average Cost of Funds in effect as of the
date of such credit.

      3.4. VESTING. The Executive's contingent right to receive the Deferred
Cash Compensation (and any interest accrued thereto) shall vest on the dates and
in the percentages described below. Other than as provided in the Plan, the
Executive must be an Employee of the Company in good standing as of the
applicable vesting date. The foregoing to the contrary notwithstanding, the
Executive shall be fully vested in all amounts in his or her Account, regardless
of the vesting schedule below or his or her standing with the Company, as of the
date of his or her termination of employment due to his or her death,
Disability, or Vested Retirement (or as he or she may otherwise be entitled
under the Plan).

      The Deferred Cash Compensation shall vest in installments such that it is
fully vested as of March 31, [200_], as follows:




                                         VESTING PERCENTAGE OF
    VESTING DATES                     DEFERRED CASH COMPENSATION
- ----------------------                --------------------------
                                   
June 30, [200_]                                8.25%
September 30, [200_]                           8.25%
December 31, [200_]                            8.25%
March 31, [200_]                               8.25%
June 30, [200_]                                8.25%
September 30, [200_]                           8.25%
December 31, [200_]                            8.25%
March 31, [200_]                               8.25%
June 30, [200_]                                8.50%
September 30, [200_]                           8.50%
December 31, [200_]                            8.50%
March 31, [200_]                               8.50%
                                             ------
                                             100.00%


      3.5. TIMING AND FORM OF DISTRIBUTION. The Executive may timely elect on an
annual basis, on or before December 31st, to receive the portion of the Deferred
Cash Compensation scheduled to vest in the following Plan Year pursuant to an
election form, and subject to such terms and conditions set forth in such form,
as prescribed by the Committee ("Election Form").

            If this Agreement is made with respect to a Participant's initial
award under the Plan ("Initial Award"), then the initial Election Form to be
completed on the effective date of this Agreement will be effective for the
portions of the Deferred Cash Compensation scheduled to vest in the remainder of
the [200_] Plan Year (the year of the award). If this Agreement is made with
respect to an award other than the Initial Award, then:

      (a)   the Election Form to be completed on the effective date of this
            Agreement will be effective for the portions of the Deferred Cash
            Compensation scheduled to vest in the remainder of the [200_] Plan
            Year (the year of the award); and

      (b)   the Election Form(s) for amounts under prior year awards ("Prior
            Year Election Forms") shall continue in effect as to the amounts
            indicated thereon (and thus shall not be affected by the Election
            Form(s) initially executed with respect to the amounts under this
            Agreement), unless and until the Executive executes a subsequent
            annual Election Form with respect to such Prior Year Election Forms.

            To the extent the Executive fails to timely elect, properly
complete, or subsequently amend the Election Form with respect to any Plan Year,
then such amount will be distributed in a lump sum in cash, to the extent
vested, on (or as soon as administratively practicable after) the earlier of (i)
the date of the termination of Executive's employment or (ii) December 31st,
[_________] (the 7th year after the year in which this Agreement is entered into
by the Company and the Executive).



            The Executive agrees that the Deferred Cash Compensation will be
paid out only to the extent that it has vested in accordance with this Agreement
and the Plan. Any unvested portion of the Deferred Cash Compensation shall be
forfeited and terminate automatically upon termination of employment of the
Executive for any reason (other than death, Disability or Vested Retirement as
described in Section 3.4 above), unless otherwise provided in the Plan.

            Notwithstanding the foregoing, the Committee may at any time and
from time to time provide that all or any part of the value of the unvested
portion of an award of Deferred Cash Compensation shall vest and no longer be
subject to forfeiture, and may order payment of the amounts so vested on the
date specified in such orders, if it finds such action appropriate in the
circumstances.

      3.6. TAX WITHHOLDING. The Executive agrees that the Company may take
whatever steps the Company, in its sole discretion, deems appropriate or
necessary to satisfy the Company's state and federal income tax, social
security, Medicare, and other tax withholding obligations arising out of the
award.

SECTION 4. GENERAL PROVISIONS.

      4.1. This Agreement and the Plan express the entire agreement of the
parties as to the Deferred Cash Compensation Award described herein, and all
promises, representations, understandings, arrangements and prior agreements are
merged herein and superseded hereby.

      4.2. If any of the provisions of this Agreement should be held to be
invalid, the remainder of this Agreement shall not be affected thereby.

      4.3. This Agreement and the Plan shall be governed by and construed in
accordance with ERISA, and to the extent not preempted thereby, the laws of the
State of Texas.

            IN WITNESS WHEREOF, the Company and the Executive have executed this
Agreement as of the day and year first written above.

CENTEX CORPORATION

By: ___________________________________

EXECUTIVE

________________________________________

EX-10.11

                                                                   EXHIBIT 10.11

                               CENTEX CORPORATION
                           COMPREHENSIVE MEDICAL PLAN

               (As Amended and Restated Effective January 1, 2005)

                       (A Component Benefit Program of the
                 Centex Corporation Group Welfare Benefits Plan)



                [Section 3.2 and related provisions of this Plan

            provide benefits to persons who may be (or may have been)

             executive officers or directors of Centex Corporation]



                               CENTEX CORPORATION
                           COMPREHENSIVE MEDICAL PLAN
                                    I N D E X



                                                                                     Page
                                                                                     ----
                                                                                  
ARTICLE I INTRODUCTION..........................................................       2
         1.1      Purpose of Plan...............................................       2
         1.2      Status of the Plan............................................       2
         1.3      Scope of the Plan and Relationship to the Policy..............       2
         1.4      Applicable Laws...............................................       2

ARTICLE II DEFINITIONS..........................................................       3
         2.1      Definitions...................................................       3
         2.2      Number and Gender.............................................       5
         2.3      Headings......................................................       5
         2.4      Inconsistent Provisions.......................................       5
         2.5      Effect Upon Other Plans.......................................       5

ARTICLE III ELIGIBILITY.........................................................       6
         3.1      Employee and Dependent Participation..........................       6
         3.2      Retired Long-Term Employees, or "RLTE's"......................       6

ARTICLE IV CONTINUANCE OF COVERAGE..............................................       9
         4.1      COBRA.........................................................       9
         4.2      FMLA Leaves...................................................       9
         4.3      USERRA Leaves.................................................       9
         4.4      Qualified Medical Child Support Orders........................       9

ARTICLE V BENEFITS..............................................................      10
         5.1      Amount of Benefits............................................      10
         5.2      Coordination of Benefits......................................      10
         5.3      Right to Receive and Release Necessary Information............      11
         5.4      Underpayments.................................................      11
         5.5      Right of Recovery.............................................      11
         5.6      Benefits Payable..............................................      11
         5.7      Payments After Death of Participant...........................      12

ARTICLE VI SUBROGATION..........................................................      13

ARTICLE VII FUNDING.............................................................      14
         7.1      Source of Funding.............................................      14
         7.2      Participant Contributions.....................................      14
         7.3      Benefits from Trust and/or General Assets.....................      14

ARTICLE VIII ADMINISTRATION.....................................................      15
         8.1      Plan Administration...........................................      15
         8.2      Adoption, Amendment and Termination...........................      15


                                       i


                                                                                   
         8.3      Effect of Amendment or Termination............................      15
         8.4      Effect of Oral Statements.....................................      15

ARTICLE IX ACCESS TO PROTECTED HEALTH INFORMATION...............................      16

ARTICLE X MISCELLANEOUS PROVISIONS..............................................      17
         10.1     Miscellaneous Provisions......................................      17
         10.2     Other Salary-Related Plans....................................      17
         10.3     Medical Responsibilities......................................      17
         10.4     Abuse of Coverage.............................................      17



                                       ii


                               CENTEX CORPORATION
                           COMPREHENSIVE MEDICAL PLAN

               (As Amended and Restated Effective January 1, 2005)

                                    RECITALS

            Effective January 1, 2005, the Plan Administrator, acting on behalf
of the Company, has authorized the amendment and restatement of the Centex
Corporation Comprehensive Medical Plan ("the Plan").

            NOW, THEREFORE, the Plan Administrator, acting with the authority
granted to it by the Company, hereby amends and restates in its entirety and
continues the prior plan in the form of the Centex Corporation Comprehensive
Medical Plan, a component Benefit Program of the Centex Corporation Group
Welfare Benefits Plan, to read as follows, from and after January 1, 2005:



                                   ARTICLE I
                                  INTRODUCTION

      1.1 PURPOSE OF PLAN: The purpose of the Plan is to provide for the payment
or reimbursement of all or a portion of covered medical expenses incurred by
Participants, such expenses to include eligible medical, dental, prescription
drug charges and vision discounts incurred by Participants while covered under
the Plan. This Plan and its accompanying exhibits and summary plan
description(s), along with the Centex Corporation Group Welfare Benefits Plan
document, will be the sole documents used in determining Plan benefits for which
Participants may be eligible, and these documents may be amended or terminated
at any time by the Plan Administrator in accordance with the procedures listed
herein. Any amendment or termination so made shall be binding on each
Participant and on any other entity(ies) referred to in this Plan.

      1.2 STATUS OF THE PLAN: The Plan is a "Benefit Program" and "Group Health
Plan", as defined under the Centex Corporation Group Welfare Benefits Plan, as
amended from time to time. Accordingly, administration of the Plan is also
subject to the provisions of the Centex Corporation Group Welfare Benefits Plan.
Furthermore, this Plan is intended to qualify as a "medical care plan" under
Sections 105 and 106 of the Internal Revenue Code of 1986, as amended (the
"Code"), and is to be interpreted in a manner consistent with the requirements
of such Sections 105 and 106 of the Code.

      1.3 SCOPE OF THE PLAN AND RELATIONSHIP TO THE POLICY: The Plan is allowed
to be funded by the general assets of the Company, the Policy, employee
contributions or any combination thereof. If the Plan benefits are provided
through the Policy, details regarding eligibility, coverage, benefits and claims
under the Plan, as well as other items, are contained in the Policy. This Plan
Document, which includes the Policy, will be the sole document used in
determining the benefits provided hereunder for such persons.

      1.4 APPLICABLE LAWS: The Company intends this Plan to comply with all
applicable laws and their regulations, as amended, including, but not limited
to, the Employee Retirement Income Security Act of 1974 ("ERISA"), the Health
Insurance Portability and Accountability Act of 1996 ("HIPAA"), the Family and
Medical Leave Act of 1993 ("FMLA"), the Consolidated Omnibus Budget
Reconciliation Act of 1985 ("COBRA"), the Mental Health Parity Act ("MHPA"), the
Newborns' and Mothers' Health Protection Act of 1996 ("NMHPA") and the Women's
Health and Cancer Rights Act of 1998 ("WHCRA"). To the extent that any provision
in this Plan must be interpreted or construed, the Plan Administrator shall have
the sole authority to exercise such discretion in both a non-arbitrary and
non-capricious manner, and the Plan shall be interpreted or construed in such a
manner as is necessary for the Plan to be in compliance with all applicable
laws.

                                       2


                                   ARTICLE II
                                   DEFINITIONS

      2.1 DEFINITIONS: Where the following words and phrases appear in the Plan,
they shall have the respective meanings set forth below, unless the context
clearly indicates to the contrary:

            (a) ADMINISTRATIVE SERVICES PROVIDER: Any individual or entity
      operating under an agreement to provide administrative services with
      respect to the Benefits offered under the Plan.

            (b) AFFILIATE: Any corporation which, together with the Company, is
      a member of a controlled group of corporations under Code Section 414(b),
      is a member of an affiliated service group under Code Section 414(m), or
      is under common control pursuant to Code Section 414(c). The term also
      refers to any organization in which the Company has a direct or indirect
      ownership interest.

            (c) BENEFICIARY: Any person entitled to receive benefit payments
      from the Plan.

            (d) BENEFITS: Amounts payable to Beneficiaries under the terms of
      this plan document and/or the Plan's summary plan description. Benefits
      provided in the Plan shall be consistent with the requirements of Sections
      105 and 106 of the Code for accident and health plans.

            (e) COBRA: The Consolidated Omnibus Budget Reconciliation Act of
      1985, and its regulations, as amended.

            (f) CODE: The Internal Revenue Code of 1986, and its regulations, as
      amended.

            (g) COMPANY: Centex Corporation, a Nevada corporation. References to
      the Company herein shall include, where applicable, any of its Affiliates
      who meets the definition of a Participating Employer, or any successor
      thereto.

            (h) COVERAGE OPTION: Any of the coverages listed in Appendix A.

            (i) DEPENDENT: An individual who meets the eligibility requirements
      for such as stated in the Plan's summary plan description.

            (j) EMPLOYEE: An individual who meets the eligibility requirements
      for such as stated in the Plan's summary plan description.

            (k) EMPLOYER: The Company and each Affiliate, individually.

            (l) ERISA: The Employee Retirement Income Security Act of 1974, and
      its regulations, as amended.

                                       3


            (m) FMLA LEAVE: An approved leave of absence taken pursuant to, and
      contemplated by, the Family and Medical Leave Act of 1993 and its
      regulations, as amended from time to time ("FMLA").

            (n) HIPAA: The Health Insurance Portability and Accountability Act
      of 1996 and its regulations, as amended.

            (o) INSURER: Any entity which issues a Policy from which the Company
      funds, partially or totally, the Benefits provided by the Plan.

            (p) PARTICIPANT: Each Employee and RLTE participating in the Plan
      pursuant to the enrollment and eligibility rules listed in the Plan's
      summary plan description or herein, and, where reference is appropriate,
      each covered Dependent as well.

            (q) PARTICIPATING EMPLOYER: Individually, the Company and any
      Affiliate which the Company has approved to participate in the Plan.

            (r) PLAN: The Centex Corporation Comprehensive Medical Plan, as set
      forth herein and as may be hereafter amended from time to time.

            (s) PLAN ADMINISTRATOR: The person or entity designated by the Board
      of Directors, either directly or through a committee designated by the
      Board of Directors, to oversee the general administration of the Plan.

            (t) PLAN OPTION: The Coverage Option elected by (or assigned to) a
      Participant.

            (u) POLICY: A group insurance policy issued by an Insurer and
      purchased by the Company to either wholly or partially fund the Benefits
      provided by the Plan. This definition shall also include any health
      maintenance organization ("HMO") contract purchased by the Company from an
      Insurer.

            (v) QUALIFIED MEDICAL CHILD SUPPORT ORDER (QMCSO): A medical child
      support order which satisfies the requirements of ERISA Section 609(a)(2).
      A National Medical Support Notice promulgated pursuant to Section 401(b)
      of the Child Support Performance and Incentive Act of 1998 shall also be
      considered a QMCSO hereunder if such Notice does not require the Plan to
      provide any form of Coverage Option not otherwise provided under this
      Plan, except to the extent necessary to meet the requirements of a law
      relating to medical child support described in Section 1908 of the Social
      Security Act.

            (w) RETIRED LONG-TERM EMPLOYEES (OR "RLTES"): Any person meeting the
      eligibility requirements of Section 3.2 herein.

            (x) THIRD PARTY: Any liability or other insurance covering a person,
      whether or not the person is a Participant, the Participant's own
      uninsured/underinsured motorist insurance, or no-fault or school insurance
      coverages which are paid or payable, or any

                                       4


      other party other than the Plan which would be liable to pay for covered
      injuries and illnesses.

            (y) USERRA LEAVE: An approved leave of absence taken pursuant to,
      and contemplated by, the Uniformed Services Employment and Reemployment
      Rights Act of 1994 and its regulations, as amended from time to time
      ("USERRA").

      2.2 NUMBER AND GENDER: Wherever appropriate, words used in the singular
shall be considered to include the plural and words used in the plural shall be
considered to include the singular. The masculine gender, where appearing in the
Plan, shall be deemed to include the feminine gender.

      2.3 HEADINGS: The headings of Articles and Sections herein are included
solely for convenience. If there is any conflict between such headings and the
text of the Plan, the text shall control. All references to Sections, Articles,
Paragraphs, and Clauses are to this document unless otherwise indicated.

      2.4 INCONSISTENT PROVISIONS: In the event that any provision or
implication in this plan document conflicts with, contradicts, or renders
ambiguous a provision or implication in the Centex Corporation Group Welfare
Benefit Plan plan document, such provision or implication in the Group Welfare
Benefit Plan plan document shall control subject to the Plan Administrator's
sole discretion.

      2.5 EFFECT UPON OTHER PLANS: Except to the extent provided herein, nothing
in the Plan shall be construed to affect the provisions of any other plan
maintained by the Company.

                                       5


                                  ARTICLE III
                                  ELIGIBILITY

      3.1 EMPLOYEE AND DEPENDENT PARTICIPATION: Consistent with the requirements
of ERISA, participation in the Plan may be limited only to eligible Employees,
Directors, consultants (who were regular, full-time employee immediately prior
to obtaining the status of a consultant), and their Dependents. The Plan
Administrator may from time to time establish eligibility requirements for such
Employees and Dependents, as the Plan Administrator may deem appropriate in its
sole discretion, and such requirements shall be incorporated into the Plan's
summary plan description. Participation shall terminate consistent with such
requirements, or other termination of coverage caused either through termination
or amendment of the Plan or as of the date a Participating Employer no longer
participates in the Plan.

      3.2 RETIRED LONG-TERM EMPLOYEES, OR "RLTE'S": Coverage may continue in the
Plan for certain Retired Long-Term Employees (also known herein as "RLTE's") and
their Dependents. To be eligible for coverage, an RLTE must have been covered as
an Employee under the Plan at the time of retirement, must be at least 55 years
of age with at least 10 years of service with the Company, must have a minimum
annual base salary at date of retirement of $100,000 (to be adjusted annually
for cost of living index increases) and must elect coverage at the time of
retirement. Notwithstanding this provision, however, eligibility is not
automatic and RLTE coverage must be approved by both the chief executive officer
of the Affiliate of the Company (or the Company, as applicable) from which the
RLTE retired, and then by the Plan Administrator. Any Employee terminated for
cause, even if coverage as an RLTE had previously been offered to the Employee,
is not eligible to be covered as an RLTE. Furthermore, the Plan Administrator,
as with all provisions of this Plan, may elect to change and/or waive the
requirements of this paragraph in its sole discretion at any time.

            (a) Coverage for such RLTEs approved for coverage shall begin no
      earlier than their completion of 18 months of COBRA coverage (or 29 months
      in the case of a disability). If COBRA coverage terminated for any reason
      other than the end of the maximum COBRA continuation period, an RLTE shall
      not be eligible for coverage under this Section.

            (b) RLTEs covered under this provision shall make the applicable
      contributions in order to obtain and maintain coverage under this Plan.
      The amount of contributions for coverage shall be set by the Plan
      Administrator, may be changed from time to time in the sole discretion of
      the Plan Administrator, and shall be communicated to RLTEs.

            (c) Dependents of RLTEs may also be eligible for coverage hereunder.
      The Plan Administrator may from time to time establish eligibility
      requirements for such Dependents, as the Plan Administrator may deem
      appropriate in its sole discretion.

                  (i) Other than as indicated elsewhere herein, the requirements
            for coverage of an RLTE's Dependents shall be identical to those for
            Dependents of Employees.

                                       6


                  (ii) If, as of the end of the completion of COBRA coverage, an
            RLTE is eligible for Medicare immediately thereafter, coverage shall
            be eligible to continue for the RLTE's Dependents not so eligible,
            pursuant to Section 3.2(d)(ii) below.

            (d) Other than for termination or amendment of this Plan, coverage
      for RLTEs and their Dependents, as applicable, shall end as of the day:

                  (i) An eligible RLTE or Dependent chooses not to be covered by
            the Plan at any time and communicates such choice to the Plan
            Administrator either directly or through the Company's Benefits
            Department;

                  (ii) An eligible RLTE or Dependent turns 65 or otherwise
            becomes eligible for Medicare coverage (however, coverage dropped
            under this provision shall apply only to the individual who turned
            65 or became eligible for Medicare, as applicable, be it the RLTE or
            a Dependent);

                  (iii) An eligible RLTE or Dependent is dropped from coverage;
            or,

                  (iv) The Eligible RLTE or Dependent fails to make the required
            contribution for coverage.

      Coverage terminated under this Section 3.2(d) shall not be eligible to be
      reinstated, except in the sole discretion of the Plan Administrator.

            (e) The coverage stated above in this Section 3.2 shall also be made
      available to certain retired directors of the Board. To be eligible for
      coverage as a retired director, the Plan Administrator must approve of
      this extension of coverage to such person, and the person must have been
      covered under the Plan as a member of the Board at the time of retirement.
      Eligibility under this provision will then begin, at the director's
      election, either at the time of retirement from the Board or upon any
      expiration or termination of COBRA coverage, with notice of such election
      provided to the Plan Administrator within 45 days of such event(s). A
      rejection of coverage as a retired director in order to elect COBRA
      coverage under the Plan shall not prevent a retired director from being
      eligible to elect this coverage upon the expiration or termination of
      COBRA coverage at a later date.

                  (i) As with coverage for RLTE's, eligible Dependents of
            retired directors may also be eligible for coverage hereunder. Other
            than as indicated elsewhere herein, the requirements for coverage of
            a retired director's Dependents shall be identical to those for
            Dependents of Employees.

                  (ii) Other than for termination or amendment of this Plan,
            coverage for retired directors and their Dependents, as applicable,
            shall end as of the day:

                        a. An eligible retired director or Dependent chooses not
                  to be covered by the Plan at any time and communicates such
                  choice to the Plan

                                       7


                  Administrator either directly or through the Company's
                  Benefits Department;

                        b. An eligible retired director reaches the age of 73
                  (however, coverage may continue for Dependents after this
                  event pursuant to Section 3.2(e)(iii) below); or

                        c. The eligible retired director or Dependent fails to
                  make the required contribution for coverage.

                  (iii) If, as of the termination of coverage for a retired
            director, a retired director's then-covered Dependent spouse is not
            eligible for Medicare immediately thereafter, coverage shall be
            eligible to be continued for such Dependent spouse and the retired
            directors' then-covered Dependent children until the earlier to
            occur of the date of the spouse's Medicare eligibility, the
            voluntary termination of coverage by the spouse and/or children, as
            applicable, the date such Dependents would no longer meet the
            definition of an eligible Dependent under the terms of the Plan or
            the amendment or termination of the Plan which causes a loss of
            coverage.

                  (iv) The applicable monthly premium rate for retired directors
            and their covered Dependents shall be double the applicable COBRA
            rate charged to COBRA participants for each month of coverage in
            question.

                  (v) Coverage terminated under this Section 3.2(e) shall not be
            eligible to be reinstated, except in the sole discretion of the Plan
            Administrator.

                                       8


                                   ARTICLE IV
                             CONTINUANCE OF COVERAGE

      4.1 COBRA: For coverage continuation rights of qualified beneficiaries,
the Plan shall be operated and administered in compliance with COBRA. All
notices required under COBRA shall be provided to Participants pursuant to the
procedures outlined therein. Furthermore, a description of a Participant's COBRA
rights and responsibilities, as well as a description of the actions a
Participant must take to access and exercise those rights and responsibilities,
shall be included in the Plan's summary plan description.

      4.2 FMLA LEAVES: Contrary Plan provisions notwithstanding, the Plan shall
provide for, to the extent required by the FMLA, continuation and reinstatement
of coverage for Participants upon an Employee's FMLA Leave, as long as the
Employee complies with the requirements imposed upon him/her under the FMLA as a
condition to such rights.

      4.3 USERRA LEAVES: Contrary Plan provisions notwithstanding, the Plan
shall provide for, to the extent required by USERRA, continuation of coverage
and reinstatement of coverage for Participants upon an Employee's USERRA Leave,
as long as the Employee complies with the requirements imposed upon him/her
under USERRA.

      4.4 QUALIFIED MEDICAL CHILD SUPPORT ORDERS: Contrary Plan provisions
notwithstanding, this Plan shall provide benefits and coverages in accordance
with the applicable requirements of a Qualified Medical Child Support Order, or
QMCSO, and the Plan Administrator and/or any Insurer, as applicable, shall
establish such rules and procedures regarding compliance with such orders, as is
required by ERISA.

                                       9


                                   ARTICLE V
                                    BENEFITS

      5.1 AMOUNT OF BENEFITS: A description of the amount and type of Benefits
provided under the Plan shall be provided in the Plan's summary plan
description. Benefits offered to each Participant shall depend on the Coverage
Option selected by or for that Participant. Furthermore, the Plan's summary plan
description shall also include the limitations applicable to the Plan's
Benefits, either as to a particular Coverage Option or to the Plan as a whole.
There shall be no requirement that the Plan offer all Coverage Options to all
Participants.

            (a) For the provision of Benefits hereunder, either wholly or in
      part, the Plan Administrator, in its sole discretion, shall have the
      authority to contract with an Insurer, a preferred provider organization
      (PPO), an exclusive provider organization (EPO), a health maintenance
      organization (HMO), a prescription benefits manager (PBM) and/or any
      similar association or grouping of health care providers, either organized
      by an Insurer or any other entity.

            (b) The Plan Administrator and Insurer (and/or the Administrative
      Services Provider for the applicable Coverage Option, with the approval of
      the Plan Administrator) may, from time to time, adopt procedures that
      Participants must follow in order to obtain the maximum available
      Benefits. Any such requirements shall be set forth in the summary plan
      description for the Plan or otherwise provided to Participants in
      compliance with applicable law. Failure to comply with such requirements
      may result in a reduction of Benefits otherwise payable by the Plan, or in
      complete disqualification from payment of Benefits otherwise payable by
      the Plan.

            (c) Benefits provided under a conversion policy are not an
      obligation of the Plan or the Company. A conversion policy is the result
      of a direct relationship between an insurance company and an individual.
      If a conversion policy is made available from an Insurer to a Participant,
      the Participant, upon election of coverage under such policy, must look to
      that Insurer for the provision of such benefits.

      5.2 COORDINATION OF BENEFITS: The Plan's summary plan description shall
contain procedures for coordination with other medical plans, whether group,
individual, state or federal, which also provide medical coverage to a
Participant.

            (a) Notwithstanding any provisions of the Plan to the contrary,
      payment for benefits with respect to a Participant under the Plan will be
      made in accordance with any assignment of rights made by or on behalf of
      such Participant or a beneficiary of the Participant as required by a
      State plan for medical and/or dental assistance approved under title XIX
      of the Social Security Act pursuant to Section 1912(a)(1)(A) of such Act
      (as in effect on the date of the enactment of the Omnibus Budget
      Reconciliation Act of 1993). In enrolling an individual as a Participant
      or in determining or making any payments for benefits of an individual as
      a Participant, the fact that the individual is eligible for or is provided
      medical and/or dental assistance under a State plan for medical and/or
      dental assistance approved under title XIX of the Social Security Act will
      not be taken into account.

                                       10


            (b) To the extent that payment has been made under a State plan for
      medical and/or dental assistance approved under title XIX of the Social
      Security Act in any case in which the Plan has a legal liability to make
      payment for items or services constituting such assistance, payment for
      benefits under the Plan will be made in accordance with any State law
      which provides that the State has acquired the rights with respect to a
      Participant to such payment for such items or services.

      5.3 RIGHT TO RECEIVE AND RELEASE NECESSARY INFORMATION: The Plan, the Plan
Administrator, an Insurer, an Administrative Services Provider and/or the
Company have the right to obtain, receive and release all information in order
to administer the Plan, subject to the "Access to Protected Health Information"
Section herein. As a precondition to receiving Benefits, an individual claiming
Benefits hereunder is required to furnish to the Plan's designated
representative (including, but not limited to, an Insurer) all information such
representative(s) may deem necessary, in their discretion, for the proper
administration of the Plan, which includes but is not limited to all information
about other plans under which the Participant is covered for dental benefits.

      5.4 UNDERPAYMENTS: If payments which should have been made under the
provisions of this Plan are made under any other plans, the Plan Administrator
has the right to direct the Plan's designated representative to pay over to the
organization(s) making such payments the amount which should have been paid
under this Plan. The payment shall be considered as Benefits paid under this
Plan and shall operate to fully discharge the Plan, the Plan Administrator, an
Insurer, an Administrative Services Provider and/or the Company, as applicable,
from liability to the extent of such payment.

      5.5 RIGHT OF RECOVERY: If payments have been made by the Plan in excess of
the maximum amount payable under the Plan's coordination of benefits and/or
subrogation provisions, the Plan's designated representative has the right to
recover the excess amount paid on behalf of the Plan. The Plan shall have the
right to recover the excess benefit from one or more of the following:

            (a) Participants to, for or with respect to whom such payments were
      made;

            (b) Any insurance companies;

            (c) Any other group welfare benefit plan(s); or,

            (d) Any other organizations.

      5.6 BENEFITS PAYABLE: Benefits are payable to the Participant whose injury
or illness is the basis of claim under the Plan. Whenever a Participant assigns
Benefits to a medical provider, payment of Benefits may be made directly to the
provider.

            (a) If the Plan Administrator, Insurer or Administrative Services
      Provider determines that any Participant is legally incapable of giving a
      valid receipt for any payment due to him/her, and no guardian for this
      individual has been appointed, such payment may be made to the individual
      or individuals who, in the judgment of the Plan

                                       11


      Administrator, Insurer or Administrative Services Provider, as applicable,
      have assumed the care and principal support of the incapable Participant.

      5.7 PAYMENTS AFTER DEATH OF PARTICIPANT: If a Participant dies before all
amounts due and payable to him/her have been paid, such amounts shall be paid or
provided to the Participant's Beneficiary(ies) designated under the Centex
Corporation Group Life Insurance Plan or, if none is so designated, to the
executor of the Participant's estate. Any payment made by the Plan in accordance
with these provisions shall fully discharge the Plan, the Company, any
Participating Employer, the Plan Administrator and the Administrative Services
Provider to the extent of such payment.

                                       12


                                   ARTICLE VI
                                   SUBROGATION

            The Plan shall be subrogated to all of the claims, demands,
recoveries or rights of recovery (collectively referred to herein as "Rights of
Recovery") of the Participant against a Third Party to the extent of any and all
Benefits paid or payable by the Plan due to any medical condition for which the
Participant may have any Rights of Recovery against a Third Party. The Plan
shall be subrogated to the Participant's Rights of Recovery regardless of
whether Benefits have been paid and regardless of whether the Participant has
been made whole.

            In the event any individual receives any recovery, whether by
settlement, judgment or otherwise, arising out of an injury, illness, sickness
or other condition for which the Participant has, may have, or asserts, any
Rights of Recovery against any Third Party, the Plan shall be entitled to
immediate and first reimbursement from the proceeds of any such recovery, to the
full extent of benefits paid under the Plan, regardless of whether the
Participant has been fully compensated or made whole and regardless of the fault
or negligence of the Participant.

            The Plan's rights of reimbursement and subrogation shall be from the
first monies to be paid to or received by the individual without deductions of
any type, including costs, except that attorney's fees incurred and paid by a
Participant solely for the purpose of securing a payment from a Third Party with
respect to an injury, illness, sickness or other condition may reduce the amount
of such payment to which the Plan is entitled; provided, however, that such
reduction is negotiated with and agreed to by the Plan Administrator or its
appropriate designee.

            As a condition precedent to the payment of benefits under the Plan,
the Plan shall require the Participant to execute (or secure the execution of)
and deliver such instruments and papers and do whatever else is necessary to
execute, protect and secure the Plan's rights. However, the Plan shall have a
right to reimbursement and subrogation from a Third Party, including but not
limited to the Participant, regardless of whether the Participant executes and
delivers such documents, to the extent of payments previously made. The
Participant shall do nothing to prejudice the rights of the Plan to such
reimbursement and subrogation.

            The Participant must promptly notify the Plan Administrator of the
possibility of obtaining a recovery, whether by settlement, judgment, agreement
or otherwise, for personal injury for which the Plan has paid or may be
responsible for paying for medical care, treatment or services for the
Participant. For a Participant's settlement regarding such personal injury to be
binding on the Plan, however, the Plan Administrator must give its written
consent. The Plan may enforce its subrogation and reimbursement rights by
requiring the Participant to assert a claim to any of the foregoing coverages to
which he/she may be entitled.

            The Plan shall have a lien on all sums recovered in connection with
the loss causing the payment of Benefits to the extent of its own payments. The
Plan shall also be entitled to recover from the Participant, or any other
beneficiary, any amounts paid which are in excess of amounts actually owed under
the terms of the Plan, including the right to deduct the amount of excess
payment from any subsequent Benefits. If any person accepts payment from the
Plan, that person does so pursuant to the provisions of the Plan.

                                       13


                                   ARTICLE VII
                                     FUNDING

      7.1 SOURCE OF FUNDING. The Plan Administrator in its sole discretion may
adopt a funding mechanism as is necessary to carry out the purposes of that
Program, which mechanism may be exclusively through Company contributions,
Participant contributions, Policies or any combination thereof. To the extent
required by ERISA, a trust account shall be established by the Company to hold
Participant contributions which must be held in trust and the Plan Administrator
shall carry out all necessary requirements to implement such arrangement.

      7.2 PARTICIPANT CONTRIBUTIONS.

            (a) The amount and frequency of contributions required from a
      Participant in order to participate in the Plan, if any, shall be
      determined by the Plan Administrator and shall be communicated to
      Participants in a manner which complies with applicable law. Further,
      Participants' contributions shall be subject to change by and in the sole
      discretion of the Plan Administrator, and Participants shall be advised of
      any such change in the amount and/or frequency of such contributions as
      required by applicable law.

            (b) Subject to the terms and conditions set forth in the Centex
      Corporation Flexible Benefits Plan, current Employees shall be permitted
      to make their required contributions with respect to coverage hereunder on
      a pre-tax basis, which shall render such contributions general assets of
      the Company and not the Plan. A Participant has only an unsecured contract
      right to receive Benefits (or to have Benefits paid on his behalf) from
      the Plan.

      7.3 BENEFITS FROM TRUST AND/OR GENERAL ASSETS. Benefits may be paid either
from any trust established for that purpose (including any trust which is
intended to be a voluntary employees' beneficiary association under Code Section
501(c)(9) (a "VEBA")) or from the general assets of the Company, as determined
by the Plan Administrator. Except to the extent the Company procures a Policy
for the payment of benefits or establishes a VEBA, all Benefits under this Plan
shall be paid from the general assets of the Company. Furthermore, no Company
assets shall be required to be segregated for the purpose of providing Benefits
under the Plan.

                                       14


                                  ARTICLE VIII
                                 ADMINISTRATION

      8.1 PLAN ADMINISTRATION: Administration of the Plan shall be subject to
Section VI (Administration of Plan) of the Centex Corporation Group Welfare
Benefits Plan, as amended from time to time, as if fully set forth herein. Each
Insurer and Administrative Services Provider, with the approval of the Plan
Administrator, may also establish rules, procedures and deadlines for the filing
of claims under the applicable Coverage Options for which they either provide
insurance or administrative services, as applicable, which procedures shall be
set forth in the Plan's summary plan description or otherwise communicated to
Participants.

      8.2 ADOPTION, AMENDMENT AND TERMINATION: Adoption of the Plan by
Affiliates, as well as the procedures for amendment and termination of the Plan
shall be subject to Section VII (Adoption, Amendment and Termination of Plan) of
the Centex Corporation Group Welfare Benefits Plan, as amended from time to
time, as if fully set forth herein.

      8.3 EFFECT OF AMENDMENT OR TERMINATION. If the Plan is amended or
terminated, each Participant and their Beneficiaries shall have no further
rights hereunder and the Company and Participating Employers shall have no
further obligations hereunder, including but not limited to, arranging for the
Plan's funding, except as otherwise specifically provided under (a) the amended
terms of the Plan; or, (b) the terms of the Plan which existed at the time of
termination. However, no amendment or termination shall be made that would
diminish any accrued Benefits arising from incurred but unpaid claims of
Participants existing prior to the effective date of such amendment or
termination.

      8.4 EFFECT OF ORAL STATEMENTS. Any oral representations made by the
Company, an Administrative Services Provider, an Insurer, the Plan Administrator
or any other individual or entity that alter, modify, amend, or are inconsistent
with the written terms of the Plan shall be invalid and unenforceable and may
not be relied upon by any Participant, Beneficiary, service provider, or other
individual or entity.

                                       15


                                   ARTICLE IX
                     ACCESS TO PROTECTED HEALTH INFORMATION

            The Plan may disclose protected health information ("PHI"), as that
term is defined in HIPAA and its regulations, as amended, to the Company, as the
Plan Sponsor of the Plan. The procedures regulating the Company's access to PHI,
as well as the responsibilities of the Plan's Privacy Officer shall be subject
to Section XII (Access to Protected Health Information) of the Centex
Corporation Group Welfare Benefits Plan, as amended from time to time, as if
fully set forth herein.

                                       16


                                    ARTICLE X
                            MISCELLANEOUS PROVISIONS

      10.1 MISCELLANEOUS PROVISIONS: The Plan shall be subject to Section XIII
(Miscellaneous Provisions) of the Centex Corporation Group Welfare Benefits
Plan, as amended from time to time, as if fully set forth herein.

      10.2 OTHER SALARY-RELATED PLANS: It is intended that any salary-related
employee benefit plans that are maintained or sponsored by the Company shall not
be affected by this Plan. Any contributions or benefits under such other plans
with respect to a Participant shall, to the extent permitted by law and
applicable plan documents, be based on the Participant's salary or compensation
without regard to any benefits paid or available under this Plan.

      10.3 MEDICAL RESPONSIBILITIES: With regard to the Benefits provided in
this Plan, all responsibility for medical decisions with respect to a
Participant concerning any treatment, choice of health care provider, drug,
service or supply rests exclusively with the Participant and/or the
Participant's treating health care provider. Neither any Participating Employer,
the Company, the Plan Administrator, an Insurer or any Plan service provider has
any responsibility for any such medical decision or for any act of omission of
any physician, hospital, pharmacist, nurse, or other provider of medical goods
or services, and each of them may rely upon the representations of any
physician, hospital, pharmacist, nurse or other provider medical goods or
services without any duty to verify independently the truth of such
representations.

      10.4 ABUSE OF COVERAGE: In the event that the Plan Administrator makes a
good faith determination, in its sole discretion, that evidence exists that a
Participant is attempting to abuse Plan coverage or Benefits by attempting or
aiding the filing of claims to which a Participant is not entitled, the Plan
Administrator may limit or terminate the coverage or Benefits provided to said
Participant to the extent necessary, in its discretion, to prevent such abuse.
Any such termination or limitation of coverage or Benefits shall be effective at
11:59 p.m. on the date that the Plan Administrator mails or otherwise provides
written notice of same to the Participant. Coverage or Benefits limited or
terminated pursuant to this section may not be reinstated. Notwithstanding the
above, this paragraph, as well as any provision of this Plan, shall not be used
in any way to discriminate against any Participant in the valid exercise of
his/her rights hereunder, including, but not limited to, the election of
coverage and the claiming of Benefits to which the Participant is entitled under
the terms of the Plan.

                                       17


            IN WITNESS WHEREOF, the Company has caused this Plan to be amended
and restated effective as of January 1, 2005, by action of the Plan's Plan
Administrator.

                                       CENTEX CORPORATION

                                       By ______________________________________
                                          Michael S. Albright
                                          Senior Vice President - Administration

ATTEST:
_____________________________

                                       18


                                   APPENDIX A
                                COVERAGE OPTIONS

(a)   PPO Coverages

      1)    United HealthCare PPO

      2)    Blue Cross Blue Shield PPO

      3)    HMSA PPO

(b)   HMO Coverage

      1)    Cigna HMO

      2)    Presbyterian Health Plan HMO

      3)    Kaiser Northern CA HMO

      4)    Kaiser Southern CA HMO

      5)    Kaiser HI HMO

(c)   EPO Coverage

      1)    United HealthCare EPO

(d)   Indemnity Coverage

      1)    United HealthCare Traditional Indemnity

(e)   Prescription Drug Program

      1)    Medco Health Solutions

(f)   Vision Discounts

                                       19

EX-12.1

Exhibit 12.1

Centex Corporation
Computation of Ratio of Earnings to Fixed Charges
(Dollars in thousands, except ratios)

	Fiscal Years Ended March 31, (1)
	2005			2004			2003			2002			2001
Total Enterprise:
Earnings
Earnings from continuing operations (2)	$	1,573,769		$	1,149,064		$	747,350		$	580,230		$	404,812
Minority interests in income of consolidated subsidiaries		2,467			3,723			—			—			—
Undistributed (income) loss from equity investments		(4,358	)		(17,591	)		(14,247	)		(23,006	)		(3,830	)
Fixed charges		500,885			387,107			328,007			280,990			201,294
Interest capitalized		(182,761	)		(115,186	)		(73,602	)		(53,568	)		(41,153	)
Amortization of capitalized interest		137,011			89,144			49,450			40,851			35,115
Net Earnings	$	2,027,013		$	1,496,261		$	1,036,958		$	825,497		$	596,238
Fixed Charges
Interest expense including amortization of debt discount	$	489,085		$	378,907		$	319,207		$	271,290		$	187,794
Interest factor attributable to rentals		11,800			8,200			8,800			9,700			13,500
Total Fixed Charges	$	500,885		$	387,107		$	328,007		$	280,990		$	201,294
Ratio of Earnings to Fixed Charges		4.05			3.87			3.16			2.94			2.96
Total Enterprise (with financial services reflected on the equity method): (3)
Earnings
Earnings from continuing operations (2)	$	1,573,769		$	1,149,064		$	747,350		$	580,230		$	404,812
Minority interests in income of consolidated subsidiaries		—			—			—			—			—
Undistributed (income) loss from equity investments		(208,718	)		(247,892	)		(176,072	)		(137,739	)		(23,497	)
Fixed charges		212,300			160,355			140,956			119,145			103,404
Interest capitalized		(182,761	)		(115,186	)		(73,602	)		(53,568	)		(41,153	)
Amortization of capitalized interest		137,011			89,144			49,450			40,851			35,115
Net Earnings	$	1,531,601		$	1,035,485		$	688,082		$	548,919		$	478,681
Fixed Charges
Interest expense including amortization of debt discount	$	205,100		$	155,055		$	134,756		$	112,145		$	95,222
Interest factor attributable to rentals		7,200			5,300			6,200			7,000			8,182
Total Fixed Charges	$	212,300		$	160,355		$	140,956		$	119,145		$	103,404
Ratio of Earnings to Fixed Charges		7.21			6.46			4.88			4.61			4.63

(1)	The ratios presented in this table have been adjusted to reflect our former construction products operations (spun off in January 2004) and our manufactured housing operations (spun off in June 2003) as discontinued operations.
(2)	Earnings from Continuing Operations are Before Income Taxes and Cumulative Effect of a Change in Accounting Principle adopted in fiscal 2004.
(3)	Represents a supplemental presentation that reflects the Financial Services segment as if accounted for under the equity method. We believe that separate disclosure of the consolidating information is useful because the Financial Services subsidiaries operate in a distinctly different financial environment that generally requires significantly less equity to support their higher debt levels compared to the operations of our other subsidiaries; the Financial Services subsidiaries have structured their financing programs substantially on a stand alone basis; and we have limited obligations with respect to the indebtedness of our Financial Services subsidiaries. Management uses this information in its financial and strategic planning. We also use this presentation to allow investors to compare us to homebuilders that do not have financial services operations.

EX-21

Exhibit 21

Subsidiaries of Centex Corporation

	Jurisdiction
Subsidiary Name & DBAs	of Organization
3333 DEVELOPMENT CORPORATION	Nevada
3333 HOLDING CORPORATION	Delaware
AAA HOLDINGS, L.P.	Delaware
ABC HOMES LIMITED	United Kingdom
ACCORD LENDING, L.P.	Texas
ADFITECH, INC.	Nevada
Advanced Financial Technology, Inc.
Xsequor
AMERICAN LANDMARK MORTGAGE, LTD.	Florida
ARMOR INSURANCE COMPANY	Vermont
ASSURANCE FINANCIAL SERVICES, L.P.	Washington
AT-HOME MORTGAGE ASSOCIATES, LTD.	Florida
BARRINGTON CARPET, LLC	Delaware
BATESON-DAILEY, A JOINT VENTURE	Michigan
BENEFIT ASSET MANAGEMENT CORPORATION	California
BLANDON MORTGAGE, LLC	Delaware
BUILDER’S HOME MORTGAGE, L.P.	Washington
CDC2020 PLC	United Kingdom
CDMC HOLDING, INC.	Nevada
CDPWH ACQUISITION LLC	Delaware
CENTEAM INSURANCE COMPANY, LTD.	Hawaii
CENTEX-3D/I, A JOINT VENTURE	Texas
CENTEX-AIM CONSTRUCTION, L.L.C.	Michigan
CENTEX BUILDING SERVICES, INC.	Nevada
CENTEX COMMERCIAL DEVELOPMENT, LLC	Delaware
Centex Commercial Development GP, LLC
CENTEX COMMERCIAL DEVELOPMENT, L.P.	Delaware
Centex Commercial Development, Limited Partnership
Centex Commercial Development of North Carolina, Limited Partnership
CENTEX CONCORD	Tennessee
CENTEX CONCORD PROPERTY MANAGEMENT, L.L.C.	Tennessee
CENTEX CONSTRUCTION GROUP, INC.	Nevada
CENTEX CONSTRUCTION, INC.	Nevada
Centex Construction Design Build
CENTEX CONSTRUCTION, LLC	Delaware
Centex Facility Services
Centex/Howard/Roca, a joint venture
Centex/Jennings, a Joint Venture
Centex/Pegasus, a Joint Venture
Centex Rooney
Centex Rooney Construction Co.
Centex-Rooney Construction Co. , Inc./Construct Two Construction Managers, Inc., a Joint Venture
Centex Rooney Construction Co., Inc./Rattler Construction Contractors, Inc., a Joint Venture
Centex Rooney/Gray Construction, a Joint Venture
Centex/Vestal, a Joint Venture
Cummings-Centex Rooney
Jack Jennings & Sons/Centex Rooney, a Joint Venture
Kirchman/Centex, a Joint Venture
CENTEX DEVELOPMENT COMPANY, L.P.	Delaware
CDC, LP
Centex Development Company, Limited Partnership

Page 1 of 7

Exhibit 21

Subsidiaries of Centex Corporation

	Jurisdiction
Subsidiary Name & DBAs	of Organization
CENTEX DEVELOPMENT COMPANY UK LIMITED	United Kingdom
CENTEX DEVELOPMENT FUNDING COMPANY UK LIMITED	United Kingdom
CENTEX DEVELOPMENT MANAGEMENT COMPANY	Nevada
CENTEX ENGINEERING & CONSTRUCTION, INC.	Nevada
Centex Engineering & Construction
Centex Facility Services
Centex Technology Construction Group Midwest Division
CENTEX EQUITY CORPORATION	Nevada
CENTEX/F&S, L.L.C.	Delaware
CENTEX FINANCIAL SERVICES, INC.	Nevada
CENTEX/FPC, L.L.C.	Delaware
CENTEX-GILFORD, A JOINT VENTURE	Virginia
CENTEX-GILFORD, A JOINT VENTURE II	Virginia
CENTEX GOLDEN CONSTRUCTION COMPANY	Nevada
CENTEX/HKS, L.L.C.	Delaware
CENTEX/HKS II, L.L.C.	Delaware
CENTEX HOME EQUITY ADVANCE RECEIVABLES COMPANY, LLC	Delaware
CENTEX HOME EQUITY COMPANY, LLC	Delaware
Centex Home Equity
Centex Home Equity Company
CENTEX HOME SERVICES COMPANY	Nevada
Centex HomeTeam Services
HomeTeam Services
CENTEX HOMES	Nevada
At Home America
Centex Destination Properties
Centex Destination Properties dba NorthShore Marina
Centex Development Company
Centex Pools & Spas
City Homes
CityHomes
CTX Builders Supply
Fox & Jacob Homes
Fox & Jacobs
Fox & Jacobs Homes
Marquis Homes
Marquis Mountain Homes
Marquis Resort Homes
Marquis Resort Homes by Centex
New Homes Research Group
Real Homes
Riverwood Golf Club
Teal Building Corporation
Teal Homes
Timbercreek Forest Products
Vista Homes
Vista Property Company
Wayne Homes
Wayne Homes, a Division of Centex Homes
Wayne Homes by Centex
CENTEX HOMES, INC.	Texas
CENTEX HOMES, LLC	Delaware
Centex Homes
CENTEX HOMES INTERNATIONAL LIMITED	United Kingdom

Page 2 of 7

Exhibit 21

Subsidiaries of Centex Corporation

	Jurisdiction
Subsidiary Name & DBAs	of Organization
CENTEX HOMES LIMITED	United Kingdom
CENTEX HOMES MARKETING, INC.	Georgia
CTX Realty
CENTEX HOMES OF CALIFORNIA, LLC	Delaware
CENTEX HOMES OF CALIFORNIA II, LLC	Delaware
CENTEX HOMES REALTY COMPANY	Nevada
CENTEX HOMES REALTY, INC.	Michigan
CENTEX HOMES UK LIMITED	United Kingdom
CENTEX HOMES WESTSIDE URBAN RENEWAL I, LLC	Delaware
CENTEX HOMES WESTSIDE URBAN RENEWAL II, LLC	Delaware
CENTEX HOSPITALITY GROUP, LLC	Delaware
CENTEX HOUSING RELIEF FUND	Texas
CENTEX/HOWARD/ROCA, A JOINT VENTURE	Texas
CENTEX INDUSTRIAL CAMARILLO IV, LLC	Delaware
CENTEX INTERNATIONAL, INC.	Nevada
CENTEX INTERNATIONAL, LLC	Delaware
CENTEX/JENNINGS, A JOINT VENTURE	Florida
CENTEX LAND HOLDINGS GENPAR, LLC	Delaware
CENTEX LAND HOLDINGS, L.P.	Delaware
CENTEX LAND VISTA RIDGE LEWISVILLE III GENERAL PARTNER, LLC	Delaware
CENTEX LAND VISTA RIDGE LEWISVILLE III, L.P.	Delaware
CENTEX LATIN AMERICA, INC.	Nevada
CENTEX LEE, LLC	Delaware
CENTEX LOST CREEK RANCH, LLC	Delaware
CENTEX MANAGEMENT SERVICES LIMITED	United Kingdom
CENTEX MORTGAGE, TITLE AND INSURANCE GROUP, LLC	Delaware
CENTEX MOSELEY, LLC	Virginia
CENTEX MULTI-FAMILY COMMUNITIES, L.P.	Delaware
White Rock Apartment Homes
CENTEX MULTI-FAMILY COMMUNITIES, LLC	Delaware
CENTEX MULTI-FAMILY COMPANY	Nevada
Centex Multi-Family Development Company
CENTEX MULTI-FAMILY INVESTMENTS, L.P.	Delaware
CENTEX MULTI-FAMILY ST. PETE HOLDING COMPANY, L.L.C.	Delaware
CENTEX MULTI-FAMILY ST. PETE II, L.L.C.	Delaware
Verandahs of Brighton Bay
CENTEX MULTI-FAMILY UPPER LANDING, LLC	Delaware
CENTEX OFFICE CITYMARK I GENERAL PARTNER, LLC	Delaware
Centex Development Office Citymark I General Partner, LLC
CENTEX OFFICE CITYMARK I, L.P.	Delaware
Centex Development Office Citymark I, L.P.
CENTEX OFFICE GENERAL PARTNER, LLC	Delaware
Centex Development Office General Partner, LLC
CENTEX OFFICE SOUTHPOINTE II, L.L.C.	Delaware
CENTEX OFFICE VISTA RIDGE LEWISVILLE II, L.P.	Delaware
Centex Development Office Vista Ridge Lewisville II, L.P.
CENTEX/OMNIPLAN, L.L.C.	Delaware
CENTEX/PEGASUS, A JOINT VENTURE	Texas
CENTEX REAL ESTATE CONSTRUCTION COMPANY	Nevada
CTX Builders Supply

Page 3 of 7

Exhibit 21

Subsidiaries of Centex Corporation

	Jurisdiction
Subsidiary Name & DBAs	of Organization
CENTEX REAL ESTATE CORPORATION	Nevada
Centex Custom Homes
Centex Homes
Centex Homes, a Nevada general partnership
Centex Homes Corporation
Centex-Crosland Company
Centex-Crosland Homes
CTX Builders Supply
Fox & Jacobs
Fox & Jacobs Homes
Marquis Resort Homes
Selective Homes
The Selective Group
Timbercreek Forest Products
Vista Homes
Wayne Homes
Wayne Homes by Centex
CENTEX REALTY, INC.	Florida
Riverwood Properties
CENTEX ROONEY/BOND CLASSROOMS, LLC	Delaware
CENTEX-ROONEY CONSTRUCTION CO., INC./CONSTRUCT TWO CONSTRUCTION MANAGERS, INC., A JOINT VENTURE	Florida
CENTEX ROONEY CONSTRUCTION CO., INC./LANDIS COMPANY, INC., A JOINT VENTURE	Louisiana
CENTEX ROONEY CONSTRUCTION CO., INC./RATTLER CONSTRUCTION CONTRACTORS, INC., A JOINT VENTURE	Florida
CENTEX-ROONEY CONSTRUCTION CO. OF GEORGIA, LLC	Delaware
CENTEX ROONEY CONSTRUCTION COMPANY/ACI, A JOINT VENTURE	Florida
CENTEX ROONEY/GRAY CONSTRUCTION, A JOINT VENTURE	Florida
CENTEX ROONEY/LLT, A JOINT VENTURE	Florida
CENTEX ROONEY/PEREZ & PEREZ DESIGN BUILDERS, L.L.C.	Delaware
CENTEX ROONEY/SCHENKEL SHULTZ DESIGN/BUILDERS, L.C.	Florida
CENTEX/SCHENKEL SCHULTZ, L.L.C.	Delaware
CENTEX SECURITY, INC.	Nevada
Apartment Protection Systems
Apartment Protection Systems, Inc.
Centex HomeTeam Security
Centex HomeTeam Services
Centex Security
HomeTeam Alarms, Inc.
HomeTeam Security
HomeTeam Security, Inc.
HomeTeam Services, Inc.
Protection Systems, Inc.
CENTEX SEISMIC SERVICES, INC.	Nevada
CENTEX SERVICE COMPANY	Nevada
CENTEX SMITHGROUP, LLC	Delaware
CENTEX STRATEGIC LAND LIMITED	United Kingdom
CENTEX TECHNOLOGY, INC.	Nevada
CENTEX/THACKER, A JOINT VENTURE	Florida
CENTEX TITLE & ANCILLARY SERVICES, INC.	Nevada
CENTEX UK LTD	United Kingdom
CENTEX/VESTAL, A JOINT VENTURE	Texas
CENTEX/WORTHGROUP, L.L.C.	Delaware

Page 4 of 7

Exhibit 21

Subsidiaries of Centex Corporation

	Jurisdiction
Subsidiary Name & DBAs	of Organization
CHEC ASSET RECEIVABLE CORPORATION	Nevada
CHEC CONDUIT FUNDING, LLC	Delaware
CHEC FUNDING, LLC	Delaware
CHEC INDUSTRIAL LOAN COMPANY	Tennessee
CHEC INDUSTRIAL LOAN CORPORATION	Minnesota
CHEC RESIDUAL, LLC	Delaware
CITY HOMEBUILDERS, INC.	Texas
CityHomes
CKC FACILITIES GROUP, L.C.	Florida
CKC Design Builders, L.C.
Miramar Town Center Group
CL NORTH LAKES, LLC	Delaware
COMMERCE APPRAISAL SERVICES, LLC	Delaware
COMMERCE ESCROW COMPANY, LLC	Delaware
COMMERCE LAND TITLE AGENCY, LLC	Ohio
Commerce Title Company
COMMERCE LAND TITLE, INC.	Nevada
Commerce Company
Commerce Title Agency
Commerce Title Company
COMMERCE TITLE COMPANY	California
COMMERCE TITLE COMPANY OF NEW MEXICO, LLC	Delaware
COMMERCE TITLE INSURANCE AGENCY, LLC	Utah
COMMERCE TITLE INSURANCE COMPANY	California
COMMUNITY COMMITMENT GROUP BUILDERS, LLC	Delaware
CCG Builders
CROSLAND ACCEPTANCE ASSOCIATES V	North Carolina
CROSLAND BOND COMPANY	North Carolina
CTX BUILDERS SUPPLY SERVICES, LLC	Delaware
CTX HOLDING COMPANY	Nevada
CTX MORTGAGE COMPANY, LLC	Delaware
Centex Mortgage Company
CTX Mortgage Company
CTX MORTGAGE FUNDING, LLC	Delaware
CTX MORTGAGE FUNDING III, LLC	Delaware
CTX MORTGAGE VENTURES, LLC	Delaware
CTX Mortgage Ventures I, LLC
CTX SWAP I, LLC	Delaware
DARDEN FINANCIAL SERVICES, L.P.	Texas
DFW INTEGRATED PARTNERS	Texas
DIAMOND LENDING GROUP, L.P.	Texas
ELIZABETH RIVER MORTGAGE, L.P.	Texas
EMPRESAS INMOBILIARIAS DE MEXICO, S. DE R.L. DE C.V.	Mexico
FAIRCLOUGH HOMES GROUP LIMITED	United Kingdom
FAIRCLOUGH HOMES LIMITED	United Kingdom
FOUR OAKS MORTGAGE COMPANY, L.P.	North Carolina
FOX & JACOBS, INC.	Texas
GARDEN PLUS CO, INC.	California
Garden Plus Pest Control
Garden Plus Pest Control & Termite
HomeTeam Pest Defense
HT Pest Defense
Pestrid

Page 5 of 7

Exhibit 21

Subsidiaries of Centex Corporation

	Jurisdiction
Subsidiary Name & DBAs	of Organization
GENBOND TWO, INC.	North Carolina
GHQ COMPANY, INC.	Nevada
GLG MORTGAGE, L.P.	Texas
GOLD DUST FINANCIAL, L.P.	Washington
GUNSTRA MORTGAGE SERVICES, L.P.	Texas
HARWOOD INSURANCE SERVICES, LLC	California
HARWOOD SERVICE COMPANY OF GEORGIA, LLC	Georgia
Harwood Service Company
HARWOOD SERVICE COMPANY OF NEW JERSEY, LLC	New Jersey
Harwood Service Company
HARWOOD SERVICE COMPANY, LLC	Delaware
Harwood Insurance Service, LLC
Harwood Service Company of Nebraska, LLC
HARWOOD STREET FUNDING II, LLC	Delaware
Main Street Funding, LLC
HEARTLAND MORTGAGE, L.P.	California
HOMESELECT SETTLEMENT SOLUTIONS, LLC	Delaware
HOMETEAM PEST DEFENSE, INC.	Nevada
HT Pest Defense
HOMETEAM PEST DEFENSE, LLC	Delaware
Callaghan’s Exterminating
Callaghan’s Pest Defense
Integrated Pest Defense
Wilson Pest Control
Wilson Pest Defense
INDEPENDENT GENERAL AGENCY, INC.	Texas
JACK JENNINGS & SONS/CENTEX ROONEY, A JOINT VENTURE	Florida
JOHN CROSLAND COMPANY	North Carolina
John Crosland Homes
KAWEAH LENDING, L.P.	Texas
KIRCHMAN/CENTEX, A JOINT VENTURE	Florida
LMX FINANCIAL SERVICES, LTD.	Florida
LOUDOUN MORTGAGE, L.P.	Texas
LOWER MISSOURI RIVER, L.L.C.	Missouri
M&W GENERAL CONSTRUCTION COMPANY	Nevada
MARINA COMMUNITY PARTNERS, LLC	Delaware
MELROSE PARK JOINT VENTURE	Florida
METROPOLITAN TAX SERVICE, INC.	Nevada
Metropolitan Tax & Abstract Services, Inc.
METROPOLITAN TITLE & GUARANTY COMPANY	Florida
Commerce Title Agency
Commerce Title Company
Commerce Title Company of Maryland
Commerce Title Company of Virginia
MH ACQUISITION COMPANY, LLC	Delaware
MORTGAGE ACCEPTANCE ASSOCIATES NO. 2	North Carolina
MORTGAGE COLLATERAL ASSOCIATES NO. 1	North Carolina
MORTGAGE COLLATERAL ASSOCIATES NO. 3	North Carolina
MORTGAGE PORTFOLIO SERVICES, INC.	Delaware
MPS FUNDING CORPORATION	Delaware
NEW HOME MORTGAGE SPECIALISTS, L.P.	Washington
NOMAS CORP.	Nevada
PDNB MORTGAGE COMPANY, L.P.	Texas

Page 6 of 7

Exhibit 21

Subsidiaries of Centex Corporation

	Jurisdiction
Subsidiary Name & DBAs	of Organization
PLANT 51, LLC	Delaware
PRIME HOME MORTGAGE, L.P.	Washington
QUALIFIED MORTGAGE SOLUTIONS, L.P.	Texas
REALTY ONE MORTGAGE, L.P.	North Carolina
REALTY TITLE PROFESSIONALS, LTD., LLLP	Florida
ROBERG FINANCIAL, L.P.	Texas
SEABREEZE, LLC	California
SELECTIVE — DELAWARE, L.L.C.	Delaware
ST LENDING, INC.	Delaware
SYCAMORE CREEK	California
THE JONES COMPANY BUILDING SERVICES, LLC	Nevada
THE JONES COMPANY HOMES, LLC	Nevada
Centex Homes
Fox & Jacobs Homes
The Jones Company
Lexington Homes
THE JONES COMPANY HOMES REALTY, LLC	Nevada
TRIPLE A DELAWARE LIMITED, LLC	Delaware
TRIPLE A GENERAL, LLC	Delaware
TRIPLE CREEK, LLC	Delaware
T.W. LEWIS MORTGAGE COMPANY, L.P.	Texas
VENTURE TITLE AGENCY, LTD., LLLP	Florida
VIEWTON PROPERTIES LIMITED	United Kingdom
WATERFORD AMERICAN MORTGAGE, LTD.	Florida
WAYNE HOMES, LLC	Delaware
Wayne Homes Centex, LLC
Wayne Homes Michigan, LLC
WAYNE HOMES MID ATLANTIC, LLC	Delaware
Wayne Homes
WESTWOOD INSURANCE AGENCY	California
Centex Insurance Agency
HomeAdvantage Insurance Agency Services
HomeAdvantage Insurance Services
Massachusetts Westwood Insurance Agency
Westwood Agency
Westwood Insurance Agency, Inc.
Westwood Insurance Agency of Denver, Inc.
WMC Insurance Agency
WMC Insurance Agency Services
WMC Insurance Services
WMC Insurance Services, Inc.
WESTWOOD INSURANCE AGENCY	Nevada
WESTWOOD INSURANCE AGENCY OF ARIZONA, INC.	Arizona

Page 7 of 7

EX-23

EXHIBIT 23

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the following Registration Statements on Form S-3 and the related Prospectuses and in the following Registration Statements on Form S-8 of Centex Corporation and Subsidiaries:

Form S-3	Registration No. 333-49966	Form S-8	Registration No. 33-55083
	Registration No. 333-49966-01		Registration No. 33-55083-01
	Registration No. 333-49966-02		Registration No. 33-55083-02
	Registration No. 333-49966-03		Registration No. 333-28229
	Registration No. 333-49966-04		Registration No. 333-28229-01
	Registration No. 333-54722		Registration No. 333-28229-02
	Registration No. 333-54722-01		Registration No. 333-55717
	Registration No. 333-54722-02		Registration No. 333-55717-01
	Registration No. 333-83212		Registration No. 333-55717-02
	Registration No. 333-83212-01		Registration No. 333-74185
	Registration No. 333-83212-02		Registration No. 333-74185-01
	Registration No. 333-83212-03		Registration No. 333-74185-02
	Registration No. 333-83212-04		Registration No. 333-86041
	Registration No. 333-117470		Registration No. 333-86041-01
	Registration No. 333-117470-01		Registration No. 333-86041-02
	Registration No. 333-117470-02		Registration No. 333-37956
	Registration No. 333-122355		Registration No. 333-68790
			Registration No. 333-68790-01
			Registration No. 333-68790-02
			Registration No. 333-100682
			Registration No. 333-100682-01
			Registration No. 333-100682-02
			Registration No. 333-103440
			Registration No. 333-103440-01
			Registration No. 333-103440-02
			Registration No. 333-107701
			Registration No. 333-107701-01
			Registration No. 333-107701-02
			Registration No. 333-109869
			Registration No. 333-109869-01
			Registration No. 333-109869-02
			Registration No. 333-110269
			Registration No. 333-110269-01
			Registration No. 333-110269-02
			Registration No. 33-44575

of our reports dated May 26, 2005, with respect to the consolidated financial statements of Centex Corporation and Subsidiaries, Centex Corporation and Subsidiaries management’s assessment of the effectiveness of internal control over financial reporting, and the effectiveness of internal control over financial reporting of Centex Corporation and Subsidiaries, included in this Annual Report (Form 10-K) for the year ended March 31, 2005.

Dallas, Texas
May 26, 2005

EX-24.1

CENTEX CORPORATION

POWER OF ATTORNEY

THE UNDERSIGNED hereby constitutes and appoints Timothy R. Eller and Frederic M. Poses, or either of such individuals, with full power of substitution in the premises, as the undersigned’s true and lawful agents and attorneys-in-fact (the “Attorneys-in-Fact”), with full power and authority in the name and on behalf of the undersigned, in her capacity as a Director of Centex Corporation (the “Company”), to execute and file with the Securities and Exchange Commission the Company’s Annual Report on Form 10-K for the Company’s fiscal year ended March 31, 2005, together with any and all amendments thereto.

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

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 12th day of May, 2005.

/s/ Barbara T. Alexander  

Barbara T. Alexander 

Director
Centex Corporation 

CENTEX CORPORATION

POWER OF ATTORNEY

THE UNDERSIGNED hereby constitutes and appoints Timothy R. Eller and Frederic M. Poses, or either of such individuals, with full power of substitution in the premises, as the undersigned’s true and lawful agents and attorneys-in-fact (the “Attorneys-in-Fact”), with full power and authority in the name and on behalf of the undersigned, in his capacity as a Director of Centex Corporation (the “Company”), to execute and file with the Securities and Exchange Commission the Company’s Annual Report on Form 10-K for the Company’s fiscal year ended March 31, 2005, together with any and all amendments thereto.

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

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 12th day of May, 2005.

/s/ Dan W. Cook III  

Dan W. Cook III 

Director
Centex Corporation 

CENTEX CORPORATION

POWER OF ATTORNEY

THE UNDERSIGNED hereby constitutes and appoints Timothy R. Eller and Frederic M. Poses, or either of such individuals, with full power of substitution in the premises, as the undersigned’s true and lawful agents and attorneys-in-fact (the “Attorneys-in-Fact”), with full power and authority in the name and on behalf of the undersigned, in his capacity as a Director of Centex Corporation (the “Company”), to execute and file with the Securities and Exchange Commission the Company’s Annual Report on Form 10-K for the Company’s fiscal year ended March 31, 2005, together with any and all amendments thereto.

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

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 12th day of May, 2005.

/s/ Juan L. Elek  

Juan L. Elek 

Director
Centex Corporation 

CENTEX CORPORATION

POWER OF ATTORNEY

THE UNDERSIGNED hereby constitutes and appoints Timothy R. Eller and Frederic M. Poses, or either of such individuals, with full power of substitution in the premises, as the undersigned’s true and lawful agents and attorneys-in-fact (the “Attorneys-in-Fact”), with full power and authority in the name and on behalf of the undersigned, in his capacity as a Director of Centex Corporation (the “Company”), to execute and file with the Securities and Exchange Commission the Company’s Annual Report on Form 10-K for the Company’s fiscal year ended March 31, 2005, together with any and all amendments thereto.

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

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 12th day of May, 2005.

/s/ Clint W. Murchison, III  

Clint W. Murchison, III 

Director
Centex Corporation 

CENTEX CORPORATION

POWER OF ATTORNEY

THE UNDERSIGNED hereby constitutes and appoints Timothy R. Eller and Frederic M. Poses, or either of such individuals, with full power of substitution in the premises, as the undersigned’s true and lawful agents and attorneys-in-fact (the “Attorneys-in-Fact”), with full power and authority in the name and on behalf of the undersigned, in his capacity as a Director of Centex Corporation (the “Company”), to execute and file with the Securities and Exchange Commission the Company’s Annual Report on Form 10-K for the Company’s fiscal year ended March 31, 2005, together with any and all amendments thereto.

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

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 12th day of May, 2005.

/s/ Thomas J. Falk  

Thomas J. Falk 

Director
Centex Corporation 

CENTEX CORPORATION

POWER OF ATTORNEY

THE UNDERSIGNED hereby constitutes and appoints Timothy R. Eller and Frederic M. Poses, or either of such individuals, with full power of substitution in the premises, as the undersigned’s true and lawful agents and attorneys-in-fact (the “Attorneys-in-Fact”), with full power and authority in the name and on behalf of the undersigned, in his capacity as a Director of Centex Corporation (the “Company”), to execute and file with the Securities and Exchange Commission the Company’s Annual Report on Form 10-K for the Company’s fiscal year ended March 31, 2005, together with any and all amendments thereto.

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

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 12th day of May, 2005.

/s/ David W. Quinn  

David W. Quinn 

Director
Centex Corporation 

CENTEX CORPORATION

POWER OF ATTORNEY

THE UNDERSIGNED hereby constitutes and appoints Timothy R. Eller and Frederic M. Poses, or either of such individuals, with full power of substitution in the premises, as the undersigned’s true and lawful agents and attorneys-in-fact (the “Attorneys-in-Fact”), with full power and authority in the name and on behalf of the undersigned, in his capacity as a Director of Centex Corporation (the “Company”), to execute and file with the Securities and Exchange Commission the Company’s Annual Report on Form 10-K for the Company’s fiscal year ended March 31, 2005, together with any and all amendments thereto.

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

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 12th day of May, 2005.

/s/ Thomas M. Schoewe  

Thomas M. Schoewe 

Director
Centex Corporation 

CENTEX CORPORATION

POWER OF ATTORNEY

THE UNDERSIGNED hereby constitutes and appoints Frederic M. Poses with full power of substitution in the premises, as the undersigned’s true and lawful agent and attorney-in-fact (the “Attorney-in-Fact”), with full power and authority in the name and on behalf of the undersigned, in his capacity as a Director of Centex Corporation (the “Company”), to execute and file with the Securities and Exchange Commission the Company’s Annual Report on Form 10-K for the Company’s fiscal year ended March 31, 2005, together with any and all amendments thereto.

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

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 12th day of May, 2005.

/s/ Timothy R. Eller  

Timothy R. Eller 

Director
Centex Corporation 

CENTEX CORPORATION

POWER OF ATTORNEY

THE UNDERSIGNED hereby constitutes and appoints Timothy R. Eller and Frederic M. Poses with full power of substitution in the premises, as the undersigned’s true and lawful agent and attorney-in-fact (the “Attorney-in-Fact”), with full power and authority in the name and on behalf of the undersigned, in his capacity as a Director of Centex Corporation (the “Company”), to execute and file with the Securities and Exchange Commission the Company’s Annual Report on Form 10-K for the Company’s fiscal year ended March 31, 2005, together with any and all amendments thereto.

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

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 12th day of May, 2005.

/s/ James J. Postl  

James J. Postl 

Director
Centex Corporation 

CENTEX CORPORATION

POWER OF ATTORNEY

THE UNDERSIGNED hereby constitutes and appoints Timothy R. Eller with full power of substitution in the premises, as the undersigned’s true and lawful agent and attorney-in-fact (the “Attorney-in-Fact”), with full power and authority in the name and on behalf of the undersigned, in his capacity as a Director of Centex Corporation (the “Company”), to execute and file with the Securities and Exchange Commission the Company’s Annual Report on Form 10-K for the Company’s fiscal year ended March 31, 2005, together with any and all amendments thereto.

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

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 12th day of May, 2005.

/s/ Frederic M. Poses  

Frederic M. Poses 

Director
Centex Corporation 

EX-31.1

EXHIBIT 31.1

Certifications

I, Timothy R. Eller, certify that:

1. I have reviewed this annual report on Form 10-K of Centex Corporation;

2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures [as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)] and internal control over financial reporting [as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)] for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this annual report based on such evaluation; and

(d) Disclosed in this annual report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Date: May 26, 2005

/s/ TIMOTHY R. ELLER
Timothy R. Eller
Chief Executive Officer

EX-31.2

EXHIBIT 31.2

Certifications

I, Leldon E. Echols, certify that:

1. I have reviewed this annual report on Form 10-K of Centex Corporation;

2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures [as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)] and internal control over financial reporting [as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)] for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this annual report based on such evaluation; and

(d) Disclosed in this annual report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Date: May 26, 2005

/s/ LELDON E. ECHOLS
Leldon E. Echols
Chief Financial Officer

EX-32.1

EXHIBIT 32.1

CENTEX CORPORATION

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Centex Corporation and Subsidiaries (the “Company”) on Form 10-K for the year ended March 31, 2005 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Timothy R. Eller, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

     (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

     (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ TIMOTHY R. ELLER
Timothy R. Eller
Chief Executive Officer

Date: May 26, 2005

EX-32.2

EXHIBIT 32.2

CENTEX CORPORATION

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Centex Corporation and Subsidiaries (the “Company”) on Form 10-K for the year ended March 31, 2005 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Leldon E. Echols, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

     (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

     (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ LELDON E. ECHOLS
Leldon E. Echols
Chief Financial Officer

Date: May 26, 2005