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):
May 5, 2006

Centex Corporation

(Exact name of registrant as specified in its charter)

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

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

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

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

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 8.01. Other Events.

     Reference is hereby made to the Registrant’s Registration Statement on Form S-3 (File No. 333-117470), filed with the Securities and Exchange Commission (the “Commission”) on July 19, 2004 and declared effective by the Staff of the Commission on August 3, 2004 (the “Registration Statement”), pursuant to which the Registrant registered $2,500,000,000 aggregate initial offering price of its securities, for offer and sale in accordance with applicable provisions of the Securities Act of 1933, as amended.

     On May 2, 2006, the Registrant entered into an Underwriting Agreement (the “Underwriting Agreement”) with Citigroup Global Markets Inc., J.P. Morgan Securities Inc., Banc of America Securities LLC, Greenwich Capital Markets, Inc., Barclays Capital Inc., BNP Paribas Securities Corp., Calyon Securities (USA) Inc. and SunTrust Capital Markets, Inc. (collectively, the “Underwriters”), in connection with the public offering by the Underwriters of $500,000,000 aggregate principal amount of the Registrant’s 6.500% Senior Notes due 2016 (the “Notes”), covered by the Registration Statement. The Underwriting Agreement in the form in which it was executed is filed herewith as Exhibit 1.1.

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

     Pursuant to the Indenture, on May 5, 2006, the Registrant and the Trustee entered into Indenture Supplement No. 20 (the “Supplemental Indenture”), which provides for the issuance of the Notes. A copy of the Supplemental Indenture is filed herewith as Exhibit 4.2.

Item 9.01. Financial Statements and Exhibits.

Exhibit
Number	Description
1.1	Underwriting Agreement, dated May 2, 2006, between Centex Corporation and Citigroup Global Markets Inc., J.P. Morgan Securities Inc., Banc of America Securities LLC, Greenwich Capital Markets, Inc., Barclays Capital Inc., BNP Paribas Securities Corp., Calyon Securities (USA) Inc. and SunTrust Capital Markets, Inc.
4.1	Indenture, dated October 1, 1998, between Centex Corporation and JPMorgan Chase Bank, N.A. (formerly Chase Bank of Texas, National Association) (filed as Exhibit 4.1 to the Registrant’s Form 8-K dated October 21, 1998 and incorporated herein by reference).

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Exhibit
Number	Description
4.2	Indenture Supplement No. 20, dated as of May 5, 2006, with respect to the Notes, between Centex Corporation and JPMorgan Chase Bank, N.A.
5.1	Opinion of Brian J. Woram, Esq.
12.1	Computation of Earnings to Fixed Charges (filed as Exhibit 12.1 to the Registrant’s Quarterly Report on Form 10-Q for the nine months ended December 31, 2005 and incorporated herein by reference).

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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/ Gail M. Peck
	Name:	Gail M. Peck
	Title:	Vice President and Treasurer

Date: May  9, 2006

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EXHIBIT INDEX

Exhibit
Number	Description
1.1	Underwriting Agreement, dated May 2, 2006, between Centex Corporation and Citigroup Global Markets Inc., J.P. Morgan Securities Inc., Banc of America Securities LLC, Greenwich Capital Markets, Inc., Barclays Capital Inc., BNP Paribas Securities Corp., Calyon Securities (USA) Inc. and SunTrust Capital Markets, Inc.
4.1	Indenture, dated October 1, 1998, between Centex Corporation and JPMorgan Chase Bank, N.A. (formerly Chase Bank of Texas, National Association) (filed as Exhibit 4.1 to the Registrant’s Form 8-K dated October 21, 1998 and incorporated herein by reference).
4.2	Indenture Supplement No. 20, dated as of May 5, 2006, with respect to the Notes, between Centex Corporation and JPMorgan Chase Bank, N.A.
5.1	Opinion of Brian J. Woram, Esq.
12.1	Computation of Earnings to Fixed Charges (filed as Exhibit 12.1 to the Registrant’s Quarterly Report on Form 10-Q for the nine months ended December 31, 2005 and incorporated herein by reference).

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EX-1.1

Exhibit 1.1

UNDERWRITING AGREEMENT

May 2, 2006

CENTEX CORPORATION
2728 North Harwood Street
Dallas, Texas 75201

Ladies and Gentlemen:

          We (the “Representatives”) are acting on behalf of the underwriter or underwriters (including ourselves) named below (such underwriter or underwriters being herein called the “Underwriters”), and we understand that Centex Corporation, a Nevada corporation (the “Company”), proposes to issue and sell $500,000,000 aggregate principal amount of 6.500% Senior Notes due 2016 (the “Securities”). The Securities will be issued pursuant to the provisions of the Indenture dated as of October 1, 1998 (such Indenture insofar as it relates to the Securities and as the same has been or shall be supplemented to the Closing Date (as defined herein), including by Indenture Supplement No. 20 to be dated the Closing Date) (the “Indenture”) between the Company and JPMorgan Chase Bank, N.A. (formerly known as The Chase Manhattan Bank and successor to Chase Bank of Texas, National Association and Texas Commerce Bank National Association), as trustee (the “Trustee”).

          Subject to the terms and conditions set forth or incorporated by reference herein, the Company hereby agrees to sell and the Underwriters agree to purchase, severally and not jointly, the respective principal amount of Securities set forth below opposite their names at a purchase price of 99.018% of the principal amount of the Securities plus accrued interest, if any, from May 5, 2006 to the date of payment and delivery:

Name of	Principal Amount of
Underwriter	Securities
Citigroup Global Markets	$	175,000,000
J.P. Morgan Securities Inc.		175,000,000
Banc of America Securities Inc.		40,000,000
Greenwich Capital Markets, Inc.		40,000,000
Barclays Capital Inc.		17,500,000
BNP Paribas Securities Corp.		17,500,000
Calyon Securities (USA) Inc.		17,500,000
SunTrust Capital Markets, Inc.		17,500,000
Total:	$	500,000,000

          The Underwriters will pay for the Securities upon delivery thereof at the location identified below at 10:00 a.m. (New York time) on May 5, 2006, or at such other time or date, not later than seven full business days thereafter, as shall be agreed upon by the Company and the Representatives. The time and date of such payment and delivery are hereinafter referred to as the “Closing Date.”

          At or prior to the time when the sales of Securities were first made hereunder (the “Time of Sale”), the Company had prepared the following information (the “Time of Sale Information”): the Basic Prospectus, a Preliminary Prospectus dated May 1, 2006 and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) listed on Exhibit A hereto.

          The Securities shall have the terms set forth in the Basic Prospectus dated August 3, 2004 and the Prospectus Supplement dated May 2, 2006, including the following:

Representative(s) and address(es):
		Citigroup Global Markets Inc.
		388 Greenwich Street, 32nd Floor
		New York, New York 10013
		(telecopy no.: 212 816 0915)
		J.P. Morgan Securities Inc.
		270 Park Avenue
		New York, New York 10017
		(telecopy no.: 212 834 6081)
Certain Terms of the Securities:
	Titles of Securities:	6.500% Senior Notes due 2016
	Aggregate Principal
	Amount of Securities:	$500,000,000
	Maturity Date:	May 1, 2016
	Interest Rate:	6.500%
	Interest
	Payment Dates:	May 1 and November 1,
		commencing November 1, 2006
	Record Dates:	April 15 and October 15

(ii)

	Redemption Provisions:	The Company may redeem the Securities in whole or in part at the
		make-whole price set forth in the Prospectus Supplement.
	Repayment Provisions:	None
	Transfer Agent and Registrar:	JPMorgan Chase Bank, N.A.
	Closing Date and Location:	10:00 A.M. New York City time on May 5, 2006
		Milbank, Tweed, Hadley & McCloy LLP
		One Chase Manhattan Plaza
		New York, NY 10005, or at such other time or place
		on the same or such other date, not later than the
		fifth business day thereafter, as the
		Representative(s) and the Company may agree upon in
		writing.
The Securities are to be offered to the public at the Initial Public Offering Prices specified below, and to dealers at prices which represent concessions not in excess of the Dealer Concessions set forth below, and the Underwriters may allow and such dealers may reallow concessions not in excess of the Reallowance Concessions set forth below:
	Initial Public Offering Prices:	99.668% of the principal amount of the
		Securities, plus accrued interest, if any,
		from May 5, 2006
	Dealer Concessions:	0.40% of the principal amount of the
		Securities
	Reallowance Concessions:	0.25% of the principal amount of the
		Securities

          The parties hereto acknowledge and agree that the Underwriters’ Information consists solely of the following information in any Preliminary Prospectus and the Prospectus: the last sentence on the cover page regarding delivery of the Securities, the third, fifth and sixth paragraphs of text under the caption “Underwriting” in the Prospectus Supplement and the third and fourth sentences in the seventh paragraph of text under the caption “Underwriting” in the Prospectus Supplement.

          All provisions contained in the document entitled Centex Corporation Underwriting Agreement Standard Provisions (Debt Securities) dated May 2, 2006, are herein incorporated by reference in their entirety and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein, except that if any term defined in such document is otherwise defined herein, the definition set forth herein shall control.

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

(iii)

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

Very truly yours,
CITIGROUP GLOBAL MARKETS INC.
J.P. MORGAN SECURITIES INC.
Acting on behalf of themselves and the several
Underwriters named herein
By: Citigroup Global Markets Inc.
By:	/s/ Brian Bednarski
	Name: Brian Bednarski
	Title: Director
By: J.P. Morgan Securities Inc.
By:	/s/ Stephen L. Sheiner
	Name: Stephen L. Sheiner
	Title: Vice President

CENTEX CORPORATION
By:	/s/ Gail M. Peck
	Name: Gail M. Peck
	Title: Vice President and Treasurer

(iv)

EXHIBIT A

List of Free-Writing Prospectuses Included in Time of Sale Information

     1. Pricing Term Sheet substantially in the form set forth in Exhibit B

EXHIBIT B

Centex Corporation

Pricing Term Sheet

Aggregate principal amount:	$___
Maturity:	___, 20___
Coupon:	___%
Price:	___% of face amount
Yield to maturity:	___%
[Spread to Benchmark Treasury:	___%]
[Benchmark Treasury:	___]
[Benchmark Treasury [Price] and Yield:	___%
Interest Payment Dates:	___and ___, commencing ___, 2006
Redemption Provisions:
[First Call date:	___]
[Make-whole call	[At any time][Before the first call date] at a discount rate of Treasury plus ___basis points]
Redemption prices:	Commencing ___: ___%
	Commencing ___: ___%
	Commencing ___: 100%
[Redemption with proceeds of equity offering	Prior to ___, up to 35% may be redeemed at ___%]
Settlement:	T+_: ___, 200_
[Ratings:	]
Proceeds to Centex before expenses

Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.

Centex has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents Centex has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.

Alternatively, Centex, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling toll-free 1-8[xx-xxx-xxxx] [or emailing [ ] at [ . ]]

CENTEX CORPORATION

UNDERWRITING AGREEMENT

STANDARD PROVISIONS
(DEBT SECURITIES)

May 2, 2006

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

          The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (file number 333-117470) including a prospectus, relating to its debt and equity securities, and has filed with, or transmitted, for filing to, or shall promptly hereafter file with or transmit for filing to, the Commission a final prospectus supplement (the “Prospectus Supplement”) specifically relating to the Securities pursuant to Rule 424 under the Securities Act of 1933, as amended (the “Securities Act”). Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (the “Rule 430 Information”), is hereinafter referred to as the “Registration Statement.” The term “Basic Prospectus” means the prospectus included in the Registration Statement in the form in which it has been most recently filed with the Commission. The term “Prospectus” means the Basic Prospectus together with the Prospectus Supplement in the form first filed with the Commission pursuant to Rule 424(b). The term “Preliminary Prospectus” means each preliminary prospectus supplement specifically relating to the Securities (if any), together with the Basic Prospectus. As used herein, the terms “Registration Statement,” “Basic Prospectus,” “Prospectus” and “Preliminary Prospectus” shall include in each case the documents, if any, incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Basic Prospectus, Prospectus or Preliminary Prospectus, as the case may be. The terms “supplement,” “amendment” and “amend” as used herein shall include the filing of all documents deemed to be incorporated by reference in the Registration Statement, the Basic Prospectus, the Prospectus or any Preliminary Prospectus that are filed after such date by the Company with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”). If the Company has filed an abbreviated registration statement to register additional debt securities pursuant to Rule 462(b) under the Securities Act (the “Rule 462(b) Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. For purposes of this Agreement, “Effective Time” means the date and time the Registration Statement became effective.

          At or prior to the Time of Sale, the Company had prepared the Time of Sale Information.

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

     (a) The Registration Statement has become effective under the Securities Act; no stop order suspending the effectiveness of the Registration Statement is in effect, and no proceedings for such purpose or pursuant to Section 8A of the Securities Act against the Company or related to the Offering are pending before or, to the knowledge of the Company, threatened by the Commission;

     (b) Time of Sale Information. The Time of Sale Information, at the Time of Sale, did not, and at the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and warranty with respect to (i) any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representative expressly for use in such Time of Sale Information or (ii) the Form T-1 filed as part of the Registration Statement;

     (c) Issuer Free Writing Prospectus. Other than the Preliminary Prospectus and the Prospectus, the Company (including its agents and representatives, other than the Underwriters in their capacity as such) has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Securities (each such communication by the Company or its agents and representatives (other than a communication referred to in clause (i) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act or (ii) the documents listed on Exhibit A to the Underwriting Agreement and other written communications approved in writing in advance by the Representative. Each such Issuer Free Writing Prospectus complied in all material respects with the Securities Act, has been or will be filed in accordance with the Securities Act (to the extent required thereby) and, when taken together with any Preliminary Prospectus filed prior to the first use of such Issuer Free Writing Prospectus, (x) did not, and at the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and does not and will not include any information conflicting with the information contained in the Registration Statement; provided that the Company makes no representation and warranty with respect to any statements or omissions made in each such Issuer Free Writing Prospectus in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representative expressly for use in any Issuer Free Writing Prospectus; and (y) as of its issue date and at all subsequent times through completion of the offering of the Securities did not, does not and will not include any information conflicting with the information contained in the Registration Statement;

     (d) The documents incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Prospectus (the “Exchange Act Reports”), when they were filed with the Commission, as the case may be, conformed in all material respects to the requirements

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of the Exchange Act and the rules and regulations of the Commission thereunder (the “Rules and Regulations”), as applicable, and none of such documents contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and any further documents so filed and incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Prospectus, when such documents are filed with the Commission, will conform in all material respects to the requirements of the Exchange Act and the Rules and Regulations, as applicable, and will not contain any untrue statement of a material fact or omit to a state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;

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

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

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change, or any development involving a prospective material adverse change, in or affecting the business, assets or financial position of the Company and its subsidiaries, taken as a whole, otherwise than as set forth or contemplated in the Time of Sale Information; (iii) no event has occurred that would result in a material write-down in assets; (iv) there have been no material transactions entered into by the Company, other than those publicly disclosed or in the ordinary course of business; (v) the Company has not repurchased any of its outstanding capital stock except in accordance with its previously announced stock repurchase program or pursuant to delivery, from time to time, 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 upon payment or vesting of restricted stock or restricted stock units; and (vi) there have been no dividends or distributions of any kind declared, paid or made by the Company in respect of its capital stock except for regular cash dividends paid in the ordinary course of business;

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

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

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

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or claims affecting transferability or voting except as set forth in the Registration Statement, the Prospectus and the Time of Sale Information;

     (j) The Securities have been duly authorized, and, when executed, authenticated, issued and delivered against payment therefor pursuant to this Agreement and the Indenture, the Securities will be duly executed, authenticated, issued and delivered and will constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles, and entitled to the benefits provided by the Indenture, which has been or will be incorporated by reference as an exhibit to the Registration Statement; at the Closing Date, the Indenture will be duly authorized, executed and delivered by the Company and will be a valid and legally binding instrument, enforceable against the Company in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles; and the Securities and the Indenture are substantially in the form heretofore delivered to the Underwriters and will conform in all material respects to the descriptions thereof in the Prospectus and the Time of Sale Information; and each holder of Securities will be entitled to the benefits of the Indenture, subject to the limitations as to enforcement set forth above;

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

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

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     (m) Ernst &Young LLP, who has audited certain financial statements of the Company and its subsidiaries, is an independent registered public accounting firm with respect to the Company and its subsidiaries within the applicable rules and regulations adopted by the Commission and the Public Accounting Oversight Board and as required by the Securities Act and the Rules and Regulations;

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

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

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

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

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

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     (s) Disclosure Controls. The Company and its subsidiaries maintain a system of “disclosure controls and procedures” (as defined in Rule 13a-15(e) of the Exchange Act) that is designed to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms, including controls and procedures designed to ensure that such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure;

     (t) Accounting Controls. The Company and its subsidiaries maintain systems of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, 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, including, but not limited to internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences;

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

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

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

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

     (y) Status under the Securities Act. The Company is not an ineligible issuer under the Securities Act at the time specified in the Securities Act in connection with the offering of the Securities.

     Any certificate signed by any director or officer of the Company and delivered to the Underwriters or their counsel in connection with the offering of Securities shall be deemed a

7

representation and warranty by the Company to the Underwriters as to the matters covered thereby on the date of such certificate.

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

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

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

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

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

     (a) (i) to prepare a Rule 462(b) Registration Statement, if necessary, in a form approved by the Underwriters and to file such Rule 462(b) Registration Statement with the Commission in compliance with Rule 462(b) of the Rules and Regulations by 10:00 a.m. New York City time on the business day following the date of determination of the public offering price and, at the time of filing, either to pay the Commission the filing fee for the Rule 462(b) Registration Statement or give irrevocable instructions for the payment of such fee pursuant to Rule 111(b) of the Rules and Regulations and (ii) to file the Prospectus with the Commission pursuant to and in accordance with Rule 424(b) within the time period prescribed by such rule and Rule 430A, 430B and 430C of the Rules and Regulations, file any Issuer Free Writing Prospectus to the extent required by Rule 433 under the Securities Act; and to provide evidence satisfactory to the Underwriters of such timely filing;

     (b) to file promptly all reports and any definitive proxy or information statement required to be filed by the Company with the Commission pursuant to Section

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13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus Supplement and for so long as the delivery of a prospectus is required by law (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act) in connection with the offering of the Securities contemplated by the Prospectus Supplement;

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

     (d) to advise the Underwriters promptly of the receipt of any comments from the Commission and of the effectiveness of the Registration Statement (in each case if the Effective Time is subsequent to the execution and delivery of this Agreement) and of any amendment or supplement to the Registration Statement or the Prospectus, or of any Issuer Free Writing Prospectus, relating to the Securities, or of any request by the Commission therefor, and of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose or pursuant to Section 8A of the Securities Act; to advise the Underwriters promptly of any order preventing or suspending the use of any prospectus relating to the Securities, of the suspension of the qualification of the Securities for offering or sale in any jurisdiction and of the initiation or threatening of any proceeding for any such purpose; for so long as the delivery of a prospectus is required by law (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act) in connection with the offering of the Securities contemplated by the Prospectus Supplement, to use every reasonable effort to prevent the issuance of any stop order or of any such order preventing or suspending the use of any prospectus relating to the Securities or suspending any such qualification and, if any such stop order or order or suspension is issued, to use every reasonable effort to obtain the lifting thereof at the earliest possible time;

     (e) to furnish promptly to each of the Underwriters and counsel for the Underwriters a copy of the Registration Statement as originally filed with the Commission, and each amendment thereto filed with the Commission, including all consents and exhibits filed therewith; and to deliver promptly without charge to the Underwriters such number of the following documents as the Underwriters may from time to time reasonably request: (i) conformed copies of the Registration Statement as originally filed with the Commission and each amendment thereto (in each case excluding exhibits other than this Agreement, the Indenture and the computation of the ratio of earnings to fixed charges), (ii) each Preliminary Prospectus, the Prospectus and any amended or supplemented Prospectus and each Issuer Free Writing Prospectus (to the

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extent not previously delivered) and (iii) each document incorporated by reference in the Prospectus (excluding exhibits thereto), in the case of clause (i), (ii) or (iii) for so long as delivery of a prospectus is required by law in connection with the offering of the Securities contemplated by the Prospectus Supplement;

     (f) if the delivery of a prospectus is required by law (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act) at any time in connection with the offering of the Securities contemplated by the Prospectus Supplement and if at such time any events shall have occurred as a result of which the Prospectus, the Time of Sale Information or any Issuer Free Writing Prospectus, as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Prospectus, the Time of Sale Information or any such Issuer Free Writing Prospectus is delivered, not misleading, or if for any other reason it shall be necessary or advisable at such time to amend the Registration Statement, file a new registration statement or supplement the Prospectus in order to comply with the Securities Act, the Exchange Act or the applicable Rules and Regulations or with a request from the Commission, to notify the Underwriters immediately thereof, and to promptly prepare and, subject to Section 4(c) hereof, file with the Commission an amendment or a supplement or new registration statement which will correct such statement or omission or effect such compliance; if at any time prior to the Closing Date (i) any event shall occur or condition shall exist as a result of which the Time of Sale Information as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances, not misleading or (ii) it is necessary to amend or supplement the Time of Sale Information to comply with law, the Company will immediately notify the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission (to the extent required) and furnish to the Underwriters and to such dealers as the Representative(s) may designate, such amendments or supplements to the Time of Sale Information as may be necessary so that the statements in the Time of Sale Information as so amended or supplemented will not, in the light of the circumstances, be misleading or so that the Time of Sale Information will comply with law.

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

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

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     (i) until the Closing Date, not to offer for sale, sell, contract to sell or otherwise dispose of, directly or indirectly, or file a registration statement for, or announce any offer, sale, contract for sale of or other disposition of any debt securities issued or guaranteed by the Company or any of its subsidiaries (other than the Securities, notes issued pursuant to the Company’s medium-term note programs or any commercial paper program of the Company, or existing or future bank credit facilities or asset securitizations of the Company or any of its affiliates) without the prior written consent of the Representative(s) on behalf of the Underwriters;

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

     (k) to apply the net proceeds from the sale of the Securities as set forth in the Prospectus and the Time of Sale Information, under the heading “Use of Proceeds”; and

     (l) Record Retention. The Company will, pursuant to reasonable procedures developed in good faith, retain copies of each Issuer Free Writing Prospectus that is not filed with the Commission in accordance with Rule 433 under the Securities Act.

     The Company also acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representative(s) nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect to such matters described in the immediately preceding sentence. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

     5. Certain Agreements of the Underwriters. Each Underwriter hereby represents and agrees that:

     (a) It has not and will not use, authorize use of, refer to, or participate in the planning for use of, any “free writing prospectus”, as defined in Rule 405 under the Securities Act (which term includes use of any written information furnished to the Commission by the Company and not incorporated by reference into the Registration Statement and any press release issued by the Company) other than (i) a free writing prospectus that contains no “issuer information” (as defined in Rule 433(h)(2) under the Securities Act) that was not included (including through incorporation by reference) in the Preliminary Prospectus or a previously filed Issuer Free Writing Prospectus, (ii) any free writing prospectus that contains all or part of the information in the Issuer Free

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Writing Prospectus listed on Exhibit A to the Underwriting Agreement or prepared pursuant to Section 1(c) or Section 4(c) above, or (iii) any free writing prospectus prepared by such underwriter and approved by the Company in advance in writing (each such free writing prospectus referred to in clauses (i) or (iii), an “Underwriter Free Writing Prospectus”).

     (b) It has not distributed and will not distribute any Underwriter Free Writing Prospectus referred to in clause (a)(i) in a manner reasonably designed to lead to its broad unrestricted dissemination.

     (c) Other than as set forth in Section (a) above, it has not used and will not use, without the prior written consent of the Company, any free writing prospectus that contains the final terms of the Securities unless such terms have previously been included in a free writing prospectus filed with the Commission; provided that Underwriters may use a term sheet substantially in the form of Exhibit B to the Underwriting Agreement without the consent of the Company; provided further that any Underwriter using such term sheet shall notify the Company, and provide a copy of such term sheet to the Company, prior to, or substantially concurrently with, the first use of such term sheet.

     (d) It will, pursuant to reasonable procedures developed in good faith, retain copies of each free writing prospectus used or referred to by it, in accordance with Rule 433 under the Securities Act.

     (e) It is not subject to any pending proceeding under Section 8A of the Securities Act with respect to the offering (and will promptly notify the Company if any such proceeding against it is initiated during any period that a prospectus is required by law (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act) to be delivered in connection with the offering of the Securities contemplated by the Prospectus Supplement).

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

     (a) The Prospectus and any supplement thereto and each Issuer Free Writing Prospectus shall have been timely filed with the Commission in accordance with Section 4(a) of this Agreement (in the case of an Issuer Free Writing Prospectus, to the extent required by Rule 433 under the Securities Act), and, if applicable, the Rule 462(b) Registration Statement shall have become effective by 10:00 a.m. New York City time on the business day following the date of the Underwriting Agreement. Prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement or any part thereof or any notices that would prevent its use pursuant to Rule 401(g)(2) shall have been issued and no proceeding for that purpose pursuant to Section 8A under the Securities Act shall have been initiated or threatened by the Commission; and any request

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of the Commission for inclusion of additional information in the Registration Statement or the Prospectus or the Exchange Act Reports shall have been complied with to the reasonable satisfaction of the Underwriters.

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

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

     (d) Brian J. Woram, Senior Vice President and Chief Legal Officer of the Company, Paul M. Johnston, Vice President, Corporate Counsel and Assistant Secretary of the Company, or James R. Peacock III, Vice President , Deputy General Counsel and Secretary of the Company, shall have furnished to the Underwriters his written opinion, addressed to the Underwriters and dated the Closing Date, in form and substance reasonably satisfactory to the Underwriters, substantially to the effect set forth in Annex A hereto.

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

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

     (g) The Company shall have furnished to the Underwriters a letter (the “Initial Letter”) of Ernst & Young LLP, addressed to the Underwriters and dated as of the date of the Underwriting Agreement, in form and substance reasonably satisfactory to the Underwriters, containing statements and information of the type customarily included in accountants’ “comfort letters” to underwriters.

     (h) The Company shall have furnished to the Underwriters a letter (the “Bring-Down Letter”) of Ernst & Young LLP, addressed to the Underwriters and dated the Closing Date (i) confirming that it is an independent registered public accounting firm with respect to the Company and its subsidiaries as required by the Securities Act and the Rules and Regulations, (ii) stating, as of the date of the Bring-Down Letter (or, with respect to matters involving changes or developments since the respective dates as of

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which specified financial information is given in the Prospectus, as of a date not more than three business days prior to the date of the Bring-Down Letter), that the conclusions and findings of such accounting firm with respect to the financial information and other matters covered by the Initial Letter are accurate and (iii) confirming in all material respects the conclusions and findings set forth in the Initial Letter.

     (i) The Company shall have furnished to the Underwriters a certificate, dated the Closing Date, of its chief financial officer or any Vice President or Treasurer and its Secretary or any Assistant Secretary stating that (A) such officers have carefully examined the Registration Statement, the Time of Sale Information and the Prospectus, (B) in their opinion, the Registration Statement, including the documents incorporated therein by reference, as of the Effective Time, did not include any untrue statement of a material fact and did not omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, and the Prospectus and the Time of Sale Information, including the documents incorporated therein by reference, as of the date of the Prospectus Supplement and the Time of Sale Information and as of the Closing Date, did not and does not include any untrue statement of a material fact and did not and does not omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (C) as of the Closing Date, the representations and warranties of the Company in this Agreement are true and correct in all material respects, the Company has complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder on or prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or, to such officer’s knowledge, are contemplated by the Commission, and subsequent to the date of the most recent financial statements contained in the Prospectus and the Time of Sale Information, there has been no material adverse change in the financial position or results of operations of the Company and its subsidiaries, taken as a whole, or any material adverse change, or any development involving a prospective material adverse change, in or affecting the condition (financial or otherwise), results of operations or business of the Company and its subsidiaries, taken as a whole, except as set forth in the Prospectus and the Time of Sale Information.

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

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

     (l) Subsequent to the execution and delivery of the Underwriting Agreement or, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment thereto that becomes effective on or after the date of this Agreement) and the Time of Sale Information (exclusive of any supplement thereto that is

14

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

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

     (n) Subsequent to the execution and delivery of the Underwriting Agreement (i) no downgrading shall have occurred in the ratings accorded the Securities or any of the Company’s other debt securities or preferred stock by any “nationally recognized statistical rating organization”, as such term is defined by the Commission for purposes of Rule 436(g)(2) of the Rules and Regulations and (ii) no such organization shall have publicly announced that it has under surveillance or review (other than an announcement with positive implications of a possible upgrading), its ratings of the Securities or any of the Company’s other debt securities or preferred stock.

     (o) Subsequent to the execution and delivery of this Agreement there shall not have occurred any of the following: (i) suspension or material limitation of trading generally or the establishment of minimum prices on or by, as the case may be, on the New York Stock Exchange, the American Stock Exchange, the over-the-counter market, the National Association of Securities Dealers, Inc. or any other regulatory body or governmental authority having jurisdiction (other than as a result of the existence of or triggering of automatic circuit-breakers by such exchanges or regulatory bodies), (ii) suspension of trading of any securities of the Company on any exchange or in the over-the-counter market, (iii) declaration of a general moratorium on commercial banking activities by federal or New York state authorities or a material disruption shall have occurred in clearance or settlement systems in the United States, (iv) an outbreak or escalation of hostilities, an act of terrorism occurring in the United States or a declaration by the United States of a national emergency or war or (v) a material adverse change in financial markets or any calamity or crisis or change in general economic, political or financial conditions (or an effect of international conditions on the financial markets in the United States) that, in the case of any of the events described in clauses (i) through (v), is material and adverse and such event, singly or together with any other such event, makes it, in the reasonable judgment of the Representative(s) on behalf of the Underwriters, impracticable or inadvisable to proceed with the public offering or the sale

15

or the delivery of the Securities on the terms and in the manner contemplated by this Agreement and in the Prospectus (exclusive of any supplement thereto that is filed with the Commission on or after the date of this Agreement).

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

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

     8. Defaulting Underwriters. (a) If, on the Closing Date, any Underwriter defaults in the performance of its obligations under this Agreement, the non-defaulting Underwriters may make arrangements for the purchase of the Securities which such defaulting Underwriter agreed but failed to purchase by other persons satisfactory to the Company and the non-defaulting Underwriters, but if no such arrangements are made within 36 hours after such default, this Agreement shall terminate without liability on the part of the non-defaulting Underwriters or the Company, except that the Company will continue to be liable for the payment of expenses to the extent set forth in Section 13 and except that the provisions of Sections 10 and 11 shall not terminate and shall remain in effect. As used in this Agreement, the term “Underwriters” includes, for all purposes of this Agreement unless the context otherwise requires, any party not listed in the Underwriting Agreement that, pursuant to this Section 8, purchases Securities which a defaulting Underwriter agreed but failed to purchase.

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

     9. Reimbursement of Underwriters’ Expenses. If (a) this Agreement shall have been terminated pursuant to Section 7 as a result of the failure of a condition set forth in Section 6(l) or 6(n) to be satisfied, (b) the Company shall fail to tender the Securities for delivery to the Underwriters in contravention of its obligations under this Agreement or (c) the Underwriters shall not purchase the Securities as a result of the failure of a condition set forth in Section 6(a), (b), (d), (e), (g), (h), (i), (j) or (k) to be satisfied, the Company shall reimburse the Underwriters for such out-of-pocket expenses (including reasonable fees and disbursements of counsel up to a maximum of $100,000) as shall have been reasonably incurred by the Underwriters in connection with this Agreement and the proposed public offering and sale of the Securities, and upon demand the Company shall pay the full amount thereof to the Underwriters.

     10. Indemnification. (a) The Company shall indemnify and hold harmless each Underwriter, its affiliates, their respective officers, directors, employees, representatives and

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

     (b) Each Underwriter, severally and not jointly, shall indemnify and hold harmless the Company, its officers who signed the Registration Statement, directors, and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act (collectively referred to for purposes of this Section 10(b) and Section 11 as the Company), from and against any loss, claim, damage or liability, joint or several, or any action in respect thereof, to which the Company may become subject, whether commenced or threatened, under the Securities Act, the Exchange Act, any other federal or state statutory law or regulation, at common law or otherwise, insofar as such loss, claim, damage, liability or action arises out of, or is based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information, or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, but in each case only to the extent that the untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with any Underwriters’ Information provided by such Underwriter, and shall reimburse the Company for any legal or other expenses reasonably incurred by the Company in connection with investigating or defending or preparing to defend against or appearing as a third party witness in connection with any such loss, claim, damage, liability or action as such expenses are incurred.

     (c) Promptly after receipt by an indemnified party under this Section 10 of notice of any claim or the commencement of any action, the indemnified party shall, if a claim in respect

17

thereof is to be made against the indemnifying party pursuant to Section 10(a) or 10(b), notify the indemnifying party in writing of the claim or the commencement of that action; provided, however, that the failure to notify the indemnifying party shall not relieve it from any liability which it may have under this Section 10 except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and, provided, further, that the failure to notify the indemnifying party shall not relieve it from any liability which it may have to an indemnified party otherwise than under this Section 10. If any such claim or action shall be brought against an indemnified party, and it shall notify the indemnifying party thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it wishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof with counsel reasonably satisfactory to the indemnified party. After notice from the indemnifying party to the indemnified party of its election to assume the defense of such claim or action, the indemnifying party shall not be liable to the indemnified party under this Section 10 for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that an indemnified party shall have the right to employ its own counsel in any such action, but the fees, expenses and other charges of such counsel for the indemnified party will be at the expense of such indemnified party unless (1) the employment of counsel by the indemnified party has been authorized in writing by the indemnifying party, (2) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual differing interests between them, (3) a conflict or potential conflict exists (based upon advice of counsel to the indemnified party) between the indemnified party and the indemnifying party (in which case the indemnifying party will not have the right to direct the defense of such action on behalf of the indemnified party) or (4) the indemnifying party has not in fact employed counsel reasonably satisfactory to the indemnified party to assume the defense of such action within a reasonable time after receiving notice of the commencement of the action, in each of which cases the reasonable fees, disbursements and other charges of counsel will be at the expense of the indemnifying party or parties. It is understood that the indemnifying party or parties shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees, disbursements and other charges of more than one separate firm of attorneys (in addition to any local counsel) at any one time for all such indemnified party or parties. Each indemnified party, as a condition of the indemnity agreements contained in Sections 10(a) and 10(b), shall use all reasonable efforts to cooperate with the indemnifying party in the defense of any such action or claim. No indemnifying party shall be liable for any settlement of any such action effected without its written consent, but if settled with its written consent or if there be a final judgment for the plaintiff in any such action, the indemnifying party agrees to indemnify and hold harmless any indemnified party from and against any loss or liability by reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding.

          The obligations of the Company and the Underwriters in this Section 10 and in Section 11 are in addition to any other liability that the Company or the Underwriters, as the case may be, may otherwise have, including in respect of any breaches of representations, warranties and agreements made herein by any such party.

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

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

19

persons referred to in this Section 12, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein.

     13. Expenses. The Company agrees with the Underwriters to pay (a) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (b) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement and any amendments and exhibits thereto; (c) the costs of printing and distributing the Registration Statement as originally filed and each amendment thereto and any post-effective amendments thereof (including, in each case, exhibits), any Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information and any amendment or supplement thereto, all as provided in this Agreement; (d) the costs of printing, reproducing and distributing the Indenture, this Agreement and any underwriting documents; (e) the filing fees incident to securing any required review by the National Association of Securities Dealers, Inc. of the terms of sale of the Securities; (f) the fees and expenses of the Company’s counsel and independent accountants; (g) the fees and expenses of preparing, printing and distributing Blue Sky Memoranda (including related fees and expenses of counsel to the Underwriters up to a maximum of $5,000); (h) any fees charged by rating agencies for rating the Securities; (i) all fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); and (j) all other costs and expenses incident to the performance of the obligations of the Company under this Agreement; provided that, except as provided in clause (g) of this Section 13 and Section 9, the Underwriters shall pay their own costs and expenses.

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

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

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

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

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

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

20

otherwise expressly provided, the term “affiliate” has the meaning set forth in Rule 405 of the Rules and Regulations.

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

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

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

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

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SCHEDULE I

Material Subsidiaries

Centex Construction Group, Inc.	Nevada corporation
Centex Construction, LLC	Delaware limited liability company
Centex Financial Services, LLC	Nevada limited liability company
Centex Home Equity Company, LLC	Delaware limited liability company
Centex Homes	Nevada general partnership
Centex International, Inc.	Nevada corporation
Centex Real Estate Corporation	Nevada corporation
CTX Mortgage Company, LLC	Delaware limited liability company

ANNEX A

[Form of Opinion of Brian J. Woram, Senior Vice President and Chief Legal Officer of
the Company, Paul M. Johnston, Vice President, Corporate Counsel and Assistant
Secretary of the Company, or James R. Peacock III, Vice President, Deputy General
Counsel and Secretary of the Company]

          Brian J. Woram, Senior Vice President and Chief Legal Officer of the Company, Paul M. Johnston, Vice President, Corporate Counsel and Assistant Secretary of the Company, or James R. Peacock III, Vice President , Deputy General Counsel and Secretary of the Company, shall have furnished to the Underwriters his written opinion, addressed to the Underwriters and dated the Closing Date, in form and substance reasonably satisfactory to the Underwriters, substantially to the effect set forth below:

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

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

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

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

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

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

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

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

     8. The issuance, authentication, sale and delivery of the Securities and the compliance by the Company with all of the provisions of the Transaction Documents and the consummation of the transactions therein contemplated will not violate or result in a breach of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument known to me to which the Company or any of its

2

subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, except for any such violation, breach, default, lien, charge or encumbrance that would not have a material adverse effect on the Company and its subsidiaries, taken as a whole, nor will such action result in any violation of (A) the provisions of the Articles of Incorporation, as amended or restated, or the Bylaws of the Company or any Material Subsidiary, (B) any judgment, order or decree known to me of any court or arbitrator or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties or assets or (C) any statute, rule or regulation of the United States, the State of Texas or the State of Nevada (it being understood that I express no opinion as to compliance with any state securities or federal or state anti-fraud statute, rule or regulation, except as otherwise expressly stated in this opinion) applicable to the Company or any of its subsidiaries or any of their properties or assets, except in the case of clause (B) or (C) for any such violations which would not have a material adverse effect on the Company and its subsidiaries, taken as a whole.

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

     10. The documents incorporated by reference in the Prospectus, as amended or supplemented, or any further amendment or supplement thereto made by the Company prior to the Closing Date (other than the financial statements and the other financial information and related schedules included or incorporated by reference therein, as to which I express no opinion), when they were filed with the Commission complied as to form in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission thereunder; nothing has come to my attention that would cause me to believe that any such documents, when they were so filed (other than the financial statements and the other financial information and related schedules included or incorporated by reference therein, as to which I express no belief), contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such documents were so filed,

3

not misleading; and I do not know of any contracts or other documents of a character required to be filed as an exhibit to the Registration Statement or required to be incorporated by reference into the Time of Sale Information or the Prospectus or required to be described in the Registration Statement, the Time of Sale Information or the Prospectus that are not filed or incorporated by reference or described as required.

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

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ANNEX B

[Form of Opinion of Counsel for the Company]

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

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

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

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

     4. To our knowledge, no proceedings for a stop order with respect to the Registration Statement are pending or threatened under the Securities Act. Based solely on written confirmation received electronically through the EDGAR system, the Preliminary Prospectus dated May 1, 2006, was filed on May [ ], 2006, with the Commission and the Prospectus Supplement dated May 2, 2006, was filed on May [ ], 2006 with the Commission each pursuant to Rule 424(b) of the Rules and Regulations.

     5. The Registration Statement, the Preliminary Prospectus, each Issuer Free Writing Prospectus included in the Time of Sale Information and the Prospectus (except for (i) the

financial statements (including the notes thereto and the auditors’ reports thereon) included or incorporated by reference therein, (ii) the other financial information included or incorporated by reference therein, or (iii) the Statements of Eligibility under the Trust Indenture Act of a corporation designated to act as trustee, on Form T-1, as to which we express no opinion) appear on their face to comply as to form in all material respects with the applicable requirements of the Securities Act and the Rules and Regulations of the Commission thereunder.

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

               We have participated in conferences with officers and other representatives of the Company, representatives of the independent public accountants of the Company and your representatives at which the contents of the Registration Statement, the Time of Sale Information and the Prospectus and any amendment and supplement thereto, and related matters were discussed. Although we did not independently verify, are not passing upon, and do not assume any responsibility for, the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Time of Sale Information and the Prospectus or the responsiveness of such statements to the legal requirements (except to the extent stated in the last sentence of paragraph 1 above and in paragraph 5 above), we advise you that, on the basis of the foregoing, no facts have come to our attention which lead us to believe that the Registration Statement (other than (i) the financial statements (including the notes thereto and the auditors reports thereon) included therein, (ii) the other financial information included therein, or (iii) the Statements of Eligibility under the Trust Indenture Act of a corporation designated to act as trustee, on Form T-1, as to which we have not been asked to comment), as of the time it became effective, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading or that the Time of Sale Information, at the Time of Sale (which we assume to be ___p.m. on May 2, 2006) contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or that the Prospectus (other than (i) the financial statements (including the notes thereto and the auditors report thereon) included therein or (ii) the other financial information included therein, as to which we have not been asked to comment), as of the issue date thereof and as of the date hereof, contained or contains any untrue statement of a material fact or omitted or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

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

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EX-4.2

EXHIBIT 4.2

CENTEX CORPORATION

Issuer

and

JPMORGAN CHASE BANK, N.A.

(formerly The Chase Manhattan Bank)

Trustee

INDENTURE SUPPLEMENT NO. 20

Dated as of May 5, 2006

to

INDENTURE

Dated as of October 1, 1998

6.500% Senior Notes due May 1, 2016

TABLE OF CONTENTS

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

i

     INDENTURE SUPPLEMENT NO. 20 (“Indenture Supplement”), dated as of May 5, 2006, between CENTEX CORPORATION, a Nevada corporation (together with its successors and assigns as provided in the Indenture referred to below, the “Company”), and JPMORGAN CHASE BANK, N.A., a national banking association (formerly, The Chase Manhattan Bank, successor to Chase Bank of Texas, National Association) (together with its successors in trust thereunder as provided in the Indenture referred to below, the “Trustee”), as trustee under an Indenture dated as of October 1, 1998 (the “Indenture”).

PRELIMINARY STATEMENT

     Section 2.02 of the Indenture provides, among other things, that the Company may, when authorized by its Board of Directors, and the Trustee may at any time and from time to time, enter into a series supplement to the Indenture for the purpose of authorizing one or more Series of Senior Debt Securities and to specify certain terms of each such Series of Senior Debt Securities. The Board of Directors of the Company has duly authorized the creation of a Series of Senior Debt Securities to be known as the Company’s 6.500% Senior Notes due 2016 (the “Notes”), and the Company and the Trustee are executing and delivering this Indenture Supplement in order to provide for the issuance of the Notes.

ARTICLE ONE

Definitions

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

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

CONSOLIDATED NET TANGIBLE ASSETS:

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

DEPOSITARY:

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

FUNDED INDEBTEDNESS:

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

GLOBAL SECURITY:

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

INTEREST PAYMENT DATE:

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

MATURITY DATE:

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

NOTEHOLDER; HOLDER:

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

REGULAR RECORD DATE:

     The term “Regular Record Date” for the interest payable on any Interest Payment Date shall mean (i) in respect of any Interest Payment Date that occurs on the fifteenth day of a month, the close of business (whether or not a business day) on the first day of the month in which such Interest Payment Date occurs, or (ii) in respect of any Interest Payment Date that occurs on the first day of a month, the close of business (whether or not a business day) on the fifteenth day of the month immediately preceding the month in which such Interest Payment Date occurs. For purposes of this Indenture Supplement, the Regular Record Date is the April 15 or October 15 immediately preceding the May 1 or November 1 Interest Payment Date, respectively.

REDEMPTION DATE:

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

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SPECIAL RECORD DATE:

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

STATED MATURITY:

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

ARTICLE TWO

Terms and Issuance of the Notes

     Section 2.01. Issuance and Designation. A Series of Senior Debt Securities which shall be designated as the Company’s “6.500% Senior Notes due 2016” shall be executed, authenticated and delivered in accordance with the provisions of, and shall in all respects be subject to, the terms, conditions and covenants of, the Indenture and this Indenture Supplement (including the form of Note set forth in Exhibit A). The aggregate principal amount of the Notes which may be authenticated and delivered under this Indenture Supplement shall not, except as permitted by the provisions of the Indenture, exceed $500,000,000, provided that the Company may, without the consent of the Holders of the Notes, reopen this Series and issue additional Notes under the Indenture and this Indenture Supplement in addition to the $500,000,000 of Notes authorized as of the date hereof.

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

     Section 2.03. Place and Method of Payment. The place of payment in respect of the Notes will be at the principal office or agency of the Company in Dallas, Texas or at the office or place of business of the Trustee or its successor in trust under the Indenture, which, at the date hereof, is located at Chase Global Trust, 2001 Bryan Street, Floor 11, Dallas, Texas 75201. Payments in respect of principal or premium, if any, on Notes will be made only against surrender of such Notes at such office. Payments of interest on each Interest Payment Date with respect to each Note will be made to the Person in whose name such Note is registered at the close of business on the Regular Record Date immediately preceding such Interest Payment Date by U.S. dollar check drawn on a bank in the City of New York or, for Holders of at least $1,000,000 of Notes, by wire transfer to a dollar account maintained by the payee with a bank in the United States; provided that a written request from such Holder to such effect designating

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

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

ARTICLE THREE

Additional Covenants

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

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

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

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

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

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

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

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

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

     (viii) any Lien imposed by law.

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

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

ARTICLE FOUR

Defeasance

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

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

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

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

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

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as a result of such defeasance and will be subject to federal income tax in the same amount, in the same manner and at the same times as would have been the case if such defeasance had not occurred.

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

ARTICLE FIVE

Miscellaneous

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

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

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

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

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

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

     Section 5.07. Benefits of Indenture Supplement. Nothing in this Indenture Supplement or in the Notes, express or implied, shall give to any Person, other than the parties

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hereto and their successors hereunder and the Holders, any benefit or any legal or equitable right, remedy or claim under this Indenture Supplement.

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

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

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

	CENTEX CORPORATION
[SEAL]
	By:	/s/ Gail M. Peck
	Name:	Gail M. Peck
	Title:	Vice President and Treasurer

Attest:
/s/ Paul M. Johnston
Name:	Paul M. Johnston
Title:	Vice President, Corporate Counsel and Assistant Secretary

	JPMORGAN CHASE BANK, N.A.
	(f/k/a The Chase Manhattan Bank), as Trustee
[SEAL]
	By:	/s/ Carol Logan
		Name: Carol Logan Title: Vice President

Attest:
/s/ Mary Jane Henson
Name:	Mary Jane Henson
Title:	Vice President

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STATE OF TEXAS	)
	)
COUNTY OF DALLAS	)

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

          GIVEN UNDER MY HAND AND SEAL OF OFFICE, this 5th day of May, 2006.

/s/ Valerie Hodge

Notary Public in and for the State of Texas

Valerie Hodge

Printed Name of Notary Public

My commission expires:

March 18, 2007

STATE OF TEXAS	)
	)
COUNTY OF HARRIS	)

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

          GIVEN UNDER MY HAND AND SEAL OF OFFICE, this 5th day of May, 2006.

/s/ Cassandra M. Edmondson

Notary Public in and for the State of Texas

Cassandra M. Edmondson 

Printed Name of Notary Public

My commission expires:

March 17, 2007

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EXHIBIT A

[FORM OF FACE OF NOTE]

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

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

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

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

CUSIP No.:_____________

PRINCIPAL AMOUNT:

REGISTERED NO.                                              $                                    

CENTEX CORPORATION

___% SENIOR NOTES DUE 20___

          Centex Corporation, a corporation duly organized and existing under the laws of the State of Nevada (herein called the “Company,” which term includes any successor Person under the Indenture hereinafter referred to) for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of                      United States Dollars on                     , 20___and to pay interest thereon, in such coin or currency commencing                     , 2006 and continuing semi-annually thereafter on                      and                      of each year, from                     , 2006 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, at the rate per annum provided in the title hereof, until the principal hereof is paid or made available for payment. The interest so payable and punctually paid or duly provided for on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Note (or one or more predecessor Notes) is registered at the close of business on the Regular Record Date which shall be                      or                      (whether or not a business day), as the case may be, next preceding such Interest Payment Date; provided, however, that interest payable on the Maturity Date or, if applicable, upon redemption, shall be payable to the Person to whom principal shall be payable. Except as otherwise provided in the Indenture, any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and shall be paid on the date fixed therefor by the Company to the Person in whose name this Note is registered at the close of business on a Special Record Date for the payment of such defaulted interest to be fixed by the Company, notice whereof shall be given to Noteholders not less than fifteen calendar days prior to such Special Record Date.

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

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

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

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

	CENTEX CORPORATION
[SEAL]
	By:
		Name:
		Title:
ATTEST:
Name:
Title:
TRUSTEE’S CERTIFICATE
OF AUTHENTICATION
This is one of the Senior Debt Securities referred to in the within-mentioned Indenture.
JPMORGAN CHASE BANK, N.A. (f/k/a The Chase Manhattan Bank), as Trustee

By:
	Authorized Signatory

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[FORM OF REVERSE OF NOTE]

          This Note is one of a duly authorized issue of Senior Debt Securities of the Company designated as its ___% Senior Notes due 20___(herein called the “Notes”), issued and to be issued in one or more Series under an Indenture dated as of October 1, 1998 (herein called the “Indenture”) between the Company and JPMorgan Chase Bank, N.A. (f/k/a The Chase Manhattan Bank), as Trustee (herein called the “Trustee,” which term includes any successor Trustee under the Indenture), to which Indenture and all indentures supplemental thereto (including the Indenture Supplement dated as of                      ___, 2006 which authorizes the Notes) reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Notes, and of the terms upon which the Notes are, and are to be, authenticated and delivered.

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

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

          Interest on this Note will be payable on the Interest Payment Date or Interest Payment Dates as specified on the face hereof and, in either case, on the Maturity Date. Unless otherwise specified on the face hereof, payments on this Note with respect to any particular Interest Payment Date or the Maturity Date will include interest accrued from and including                                         , 2006, or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, to but excluding the particular Interest Payment Date or the Maturity Date. Interest on this Note will be computed and paid on the basis of a 360-day year of twelve 30-day months.

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

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

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

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

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

          “Independent Investment Banker” means Citigroup Global Markets Inc. or J.P. Morgan Securities Inc.

          “Reference Treasury Dealer” means Citigroup Global Markets Inc. and J.P. Morgan Securities Inc. and their respective successors and, at the option of the Company, other primary U.S. government securities dealers in New York City selected by the Company.

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

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

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

          Notice of any redemption by the Company will be mailed at least 30 days but not more than 60 days before any Redemption Date to each Holder of Notes to be redeemed. If less

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than all the Notes are to be redeemed at the option of the Company, the Trustee shall select the Notes to be redeemed in whole or in part by random lot.

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

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

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

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

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the enforcement of payment of the principal of and any premium or interest on this Note on or after the respective due dates expressed herein.

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

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

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

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

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

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

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

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ABBREVIATIONS

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

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

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

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

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE

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

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

Dated:
	NOTICE: The signature(s) to this assignment must correspond with the name(s) as written upon the face of the within instrument in every particular, without alteration or enlargement or any change whatever. The signature(s) must be guaranteed by an “eligible guarantor institution” that is a member

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or participant in the Securities Transfer Agents Medallion Program, the Stock Exchange Medallion Program or the New York Stock Exchange, Inc. Medallion Program.

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EX-5.1

Exhibit 5.1

[CENTEX LETTERHEAD]

May 5, 2006

Centex Corporation
2728 North Harwood
Dallas, Texas 75201

Ladies and Gentlemen:

     I am Senior Vice President and Chief Legal Officer of Centex Corporation, a Nevada corporation (the “Company”), and have acted as counsel for the Company in connection with the issuance and sale of $500,000,000 aggregate principal amount of 6.500% Senior Notes due 2016 of the Company (the “Notes”). The Notes are part of a series of the Company’s senior debt securities registered on a Registration Statement on Form S-3 (Commission File No. 333-117470) filed by the Company, Centex Trust I and Centex Trust II with the Securities and Exchange Commission under the Securities Act of 1933, as amended. The Notes will be issued under an Indenture, dated as of October 1, 1998 (the “Original Indenture”), between the Company and JPMorgan Chase Bank N.A. (formerly The Chase Manhattan Bank), as Trustee (the “Trustee”), as amended and supplemented by Indenture Supplement No. 20, dated as of May 5, 2006 (the “Indenture Supplement,” and together with the Original Indenture, the “Indenture”), between the Company and the Trustee.

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

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

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

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

     2. The Notes have been duly authorized by the Company and, when authenticated by the Trustee and delivered in accordance with the terms of the Indenture against payment therefor as provided in the Underwriting Agreement, dated as of May 2, 2006, between the Company and Citigroup Global Markets Inc., J.P. Morgan Securities Inc., Banc of America Securities LLC,

Greenwich Capital Markets, Inc., Barclays Capital Inc., BNP Paribas, Calyon Securities (USA) Inc., and SunTrust Capital Markets, Inc., will be legally valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforceability thereof is subject to the effect of (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other laws relating to or affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

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

[remainder of page intentionally left blank]

Very truly yours,
 

/s/ Brian J. Woram
 

Brian J. Woram 

Senior Vice President
and Chief Legal Officer