8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported):
July 14, 2005

Centex Corporation

(Exact name of registrant as specified in its charter)

Nevada (State or other jurisdiction of incorporation)	1-6776 (Commission File Number)	75-0778259 (IRS Employer Identification No.)
2728 N. Harwood Street, Dallas, Texas		75201
(Address of principal executive offices)		(Zip code)

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

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o       Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o       Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o       Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o       Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

     On July 14, 2005, Centex Corporation, a Nevada corporation (the “Corporation”), entered into an Indemnification Agreement with Ursula O. Fairbairn, who was elected to the Board of Directors at the Corporation’s 2005 Annual Meeting of Stockholders held on July 14, 2005. This Agreement, which was approved by the executive committee of the board of directors of the Corporation, is substantially the same as the form previously entered into with persons recently elected as directors of the Corporation. The Indemnification Agreement, among other things, indemnifies the director to the fullest extent permitted by Nevada law against certain expenses (including attorneys’ fees), judgments, fines, penalties and settlement amounts that may be incurred in connection with any claim, suit or proceeding to which the director becomes subject in connection with the director’s service as a director of the Corporation, and also provides for advancement of expenses by the Corporation. A copy of the form of Indemnification Agreement is attached as Exhibit 10.1 and is incorporated by reference.

Item 8.01. Other Events.

     On July 14, 2005, the Corporation announced the election of Ursula O. Fairbairn to its Board of Directors. A copy of the Corporation’s press release announcing the election is being furnished as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

     (c) Exhibits

Exhibit
Number	Exhibit Description
10.1	Form of Director Indemnification Agreement
99.1	Press Release dated July 14, 2005

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SIGNATURES

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

CENTEX CORPORATION
By:	/s/ James R. Peacock III
	Name:	James R. Peacock III
	Title:	Vice President, Deputy General Counsel and Secretary

Date: July 15, 2005

INDEX TO EXHIBITS

Exhibit
Number	Exhibit Description
10.1	Form of Director Indemnification Agreement
99.1	Press Release dated July 14, 2005

EX-10.1

EXHIBIT 10.1

INDEMNIFICATION AGREEMENT

     THIS AGREEMENT is made as of this ___day of ___, 200___between Centex Corporation, a Nevada corporation (“the Corporation”), and ___(“Director”).

R E C I T A L S

     Director is a member of the Board of Directors of the Corporation (the “Board”) and in such capacity is performing a valuable service for the Corporation.

     The stockholders of the Corporation have adopted articles of incorporation (the “Articles”) and by-laws (the “By-laws”) providing for the indemnification of the directors, officers, employees and agents of the Corporation to the maximum extent authorized by Section 78.751 of the Nevada Revised Statutes of 1957, as amended to date (the “State Statute”).

     The Articles, By-laws and the State Statute specifically provide that they are not exclusive, and thereby contemplate that contracts may be entered into between the Corporation and the members of its Board with respect to indemnification of such Directors; and in order to induce Director to continue to serve as a member of the Board, the Corporation has determined and agreed to enter into this contract with Director.

W I T N E S S E T H

     NOW THEREFORE, in consideration of Director’s continued service as a director of the Corporation from and after the date hereof, the parties hereto agree as follows:

     1. Statutory Indemnity. The Corporation hereby agrees to hold harmless and indemnify Director to the full extent authorized or permitted by the provisions of the State Statute, or by any amendment thereof or other statutory provisions authorizing or permitting such indemnification which is adopted after the date hereof.

     2. Additional Indemnity. Subject only to the limitations set forth in Section 3 hereof, the Corporation hereby further agrees to hold harmless and indemnify Director:

     (a) Against any and all expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by Director in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including an action by or in the right of the Corporation) to which Director is, was or at any time becomes a party, or is threatened to be made a party, by reason of the fact that Director is or was a director of the Corporation; and

     (b) Otherwise to the fullest extent as may be provided to Director by the Corporation under the non-exclusivity provisions of Article Tenth of the Articles, Article VI of the By-laws, and the State Statute.

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     3. Limitations on Additional Indemnity. No indemnity pursuant to Section 2 hereof shall be paid by the Corporation:

     (a) Except to the extent the aggregate of losses to be indemnified thereunder exceed the sum of $1,000 plus the amount of such losses for which Director is indemnified pursuant to Section 1 hereof; or

     (b) In respect of remuneration paid to Director if it shall be determined by a final judgment or other final adjudication that such remuneration was in violation of law; or

     (c) On account of any suit in which judgment is rendered against Director for an accounting of profits made from the purchase and sale or sale and purchase by Director of securities of the Corporation pursuant to the provisions of Section 16(b) of the Securities and Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law; or

     (d) On account of Director’s conduct which is finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct; or

     (e) If a final decision by a court having jurisdiction in the matter shall determine that such indemnification is not lawful.

     4. Continuation of Indemnity. All agreements and obligations of the Corporation contained herein shall continue during the period Director is a director of the Corporation and shall continue thereafter so long as Director shall be subject to any possible claim or threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that Director was a director of the Corporation.

     5. Notification and Defense of Claim. Promptly after receipt by Director of notice of the commencement of any action, suit or proceeding, Director will, if a claim in respect thereof is made against the Corporation under this Agreement, notify the Corporation of the commencement thereof; but the omission so to notify the Corporation will not relieve it from any liability which it may have to Director otherwise than under this Agreement. With respect to any such action, suit or proceeding as to which Director notifies the Corporation of the commencement thereof:

     (a) The Corporation will be entitled to participate therein at its own expense; and

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     (b) Except as otherwise provided below, to the extent that it may wish, the Corporation jointly with any other indemnifying party similarly notified shall be entitled to assume the defense thereof, with counsel satisfactory to Director. After notice from the Corporation to Director of its election so to assume the defense thereof, the Corporation will not be liable to Director under this Agreement for any legal or other expenses subsequently incurred by Director in connection with the defense thereof other than reasonable cost of investigation or as otherwise provided below. Director shall have the right to employ his own counsel in such action, suit or proceeding but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of Director unless (i) the employment of counsel by Director has been authorized by the Corporation, (ii) Director shall have reasonably concluded that there may be a conflict of interest between the Corporation and Director in the conduct of the defense of such action or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such action, in each of which cases the fees and expenses of counsel shall be at the expense of the Corporation. The Corporation shall not be entitled to assume the defense of any action, suit or proceeding brought by or in the right of the Corporation or as to which Director shall have made the conclusion provided for in (ii) above.

     (c) The Corporation shall not be liable to indemnify Director under this Agreement for any amounts paid in settlement of any claim or of any action, suit or proceeding effected without its written consent. The Corporation shall not settle any claim or any action, suit or proceeding in any manner that would impose any penalty or limitation on Director without Director’s written consent. Neither the Corporation nor Director will unreasonably withhold such party’s consent to pay any proposed settlement.

     6. Repayment of Expenses. Director agrees that Director will reimburse the Corporation for all reasonable expenses paid by the Corporation in defending any civil or criminal action, suit or proceeding against Director in the event and only to the extent that it shall ultimately be determined that Director is not entitled to be indemnified by the Corporation for such expenses under the provisions of the State Statute, the Articles, the By-laws, this Agreement or otherwise.

     7. Enforcement.

     (a) The Corporation confirms that it has entered into this Agreement and assumed the obligations imposed on the Corporation hereby in order to induce Director to serve as a director of the Corporation, and acknowledges that Director is relying upon this Agreement in continuing in such capacity.

     (b) In the event Director is required to bring any action to enforce rights or to collect moneys due under this Agreement and is successful in such action, the Corporation shall reimburse Director for all Director’s reasonable fees and expenses in bringing and pursuing such action.

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     8. Separability. Each of the provisions of this Agreement is a separate and distinct agreement and independent of the others, so that if any provision hereof shall be held to be invalid or unenforceable for any reason, such invalidity or unenforceability shall not affect the validity or enforceability of the other provisions hereof.

     9. Governing Law; Binding Effect; Amendment and Termination; No Third Party Benefit.

     (a) This Agreement shall be interpreted and enforced in accordance with the laws of the State of Nevada.

     (b) This Agreement shall be binding upon the Corporation, its successors and assigns, and shall inure to the benefit of Director, his heirs, personal representatives and assigns and to the benefit of the Corporation, its successors and assigns.

     (c) No amendment, modification, termination or cancellation of this Agreement shall be effective unless in writing signed by both parties hereto.

     (d) Nothing in this Agreement, whether expressed or implied, is intended to confer any rights or remedies under or by reason of this Agreement on any person other than the parties to this Agreement and their respective heirs, personal representatives, successors and assigns.

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement on and as of the day and year first above written.

CENTEX CORPORATION
By:
	Timothy R. Eller
	Chairman of the Board

Director
 

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EX-99.1

EXHIBIT 99.1

www.centex.com
P.O. Box 199000
Dallas, Texas 75219-9000
  2728 North Harwood
Dallas, Texas 75201-1516
  Phone: (214) 981-5000

News Release

FOR IMMEDIATE RELEASE

For additional information, contact at 214/981-6706:
Ken Smalling, Director – External Communications

Centex Corporation Elects Ursula Fairbairn to Board of Directors

DALLAS – July 14, 2005: Centex Corporation announces the election of Ursula Fairbairn, former executive vice president of human resources and quality for American Express Company, to its board of directors.

Fairbairn, 62, has been president and chief executive officer of Fairbairn Group LLC, specializing in human resources and executive management services since April of this year. She served as executive vice president of human resources and quality of American Express Company, a diversified global travel and financial services company, from 1996 until April 2005.

Prior to joining American Express, she was senior vice president of human resources at Union Pacific Corporation from 1990 to 1996. A significant portion of her professional career, 1966-1990, was spent at IBM Corporation.

Fairbairn currently serves as a director of Circuit City Stores, Inc., Air Products and Chemicals, Inc., VF Corporation and Sunoco Inc. She also serves as vice chair of the National Academy of Human Resources.

Fairbairn received her degree in mathematics from Upsala College and attended Harvard’s Graduate School of Education to achieve her master’s degree.

Dallas, Texas-based Centex, through its subsidiaries, is one of the nation’s premier companies in home building, financial services, home services and commercial contracting. Centex ranks No. 1 in its industry on FORTUNE magazine’s 2005 list of “America’s Most Admired Companies.”

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