S-8

As filed with the Securities and Exchange Commission on October 23, 2002

Registration Nos.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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

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

FIFTH AMENDED AND RESTATED 1998 CENTEX CORPORATION
EMPLOYEE NON-QUALIFIED STOCK OPTION PLAN
(Full title of the plan)

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

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

CALCULATION OF REGISTRATION FEE

		Proposed maximum	Proposed maximum
Title of	Amount to be	offering price per	aggregate offering	Amount of
securities to be registered	registered	share (1)	price (1)	registration fee
Common Stock, $.25 par value
per share	1,500,000 shares	$44.58	$66,870,000	$6,152.04
Beneficial Interests in 1,000 shares of
Common Stock of 3333 Holding
Corporation(2)	—	$    —	$            —	$        —
Beneficial Interests in 900 Warrants to
Purchase Class B Units of Limited
Partnership Interest in Centex
Development Company, L.P.(2)	—	$    —	$            —	$        —

TABLE OF CONTENTS

PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
	Item 3. Incorporation of Documents by Reference
	Item 5. Interests of Named Experts and Counsel
	ITEM 6. Indemnification of Directors and Officers
	Item 8. Exhibits.
	Item 9. Undertakings.
SIGNATURES
SIGNATURES
SIGNATURES
INDEX TO EXHIBITS CENTEX CORPORATION AND SUBSIDIARIES
INDEX TO EXHIBITS 3333 HOLDING CORPORATION AND SUBSIDIARY
INDEX TO EXHIBITS
CENTEX DEVELOPMENT COMPANY, L.P.
EX-4 5th Amended/Restated 1998 Stock Option Plan
EX-5 Opinion/Consent of Raymond G. Smerge
EX-23.1 Consent of Independent Auditors
Powers of Attorney
Powers of Attorney
Powers of Attorney

(1)	Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h)(1), and computed on the basis of the average of the high and low sales prices of the Common Stock included in the New York Stock Exchange Composite Transactions Report for October 16, 2002 as published by The Wall Street Journal, which was $44.58 per share.
(2)	On November 30, 1987, Centex Corporation (“Centex”) distributed as a dividend to its stockholders (through a nominee, the “Nominee”) all the issued and outstanding shares of common stock, $0.01 par value (“Holding Common Stock”), of 3333 Holding Corporation (“Holding”), and 900 warrants (the “Stockholder Warrants”) to purchase Class B Units of limited partnership interest in Centex Development Company, L.P., a Delaware limited partnership (“CDC”).
	The Nominee holds the Stockholder Warrants and 1,000 shares of Holding Common Stock on behalf of and for the benefit of persons who are from time to time the holders of the common stock, $0.25 par value (“Centex Common Stock”), of Centex (“Centex Stockholders”). Each Centex Stockholder owns a beneficial interest in that portion of the 1,000 shares of Holding Common Stock and the Stockholder Warrants that the total number of shares of Centex Common Stock held by such stockholder bears to the total number of shares of Centex Common Stock outstanding from time to time. This beneficial interest of the Holding stockholders is not represented by a separate certificate or receipt. Instead, each Centex Stockholder’s pro rata portion of such beneficial interest is represented by the certificate or certificates evidencing such Centex Stockholder’s Centex Common Stock, and is currently tradeable only in tandem with, and as a part of, each such Centex Stockholder’s Common Stock.

EXPLANATORY NOTE

     This Registration Statement is being filed to register an additional 1,500,000 shares of Centex Common Stock to be issued under the Fifth Amended and Restated 1998 Centex Corporation Employee Non-Qualified Stock Option Plan (the “Plan”). The 4,000,000 shares of Centex Common Stock currently issued or to be issued under the Plan were registered pursuant to Registration Statement on Form S-8 (Registration Nos. 333-55717, 333-55717-01 and 333-55717-02), Registration Statement on Form S-8 (Registration Nos. 333-74185, 333-74185-01 and 333-74185-02) and Registration Statement on Form S-8 (Registration Nos. 333-86041, 333-86041-01 and 333-86041-02), which are incorporated by reference herein.

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

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

(a)	our Joint Annual Report on Form 10-K of Centex, Holding and CDC for the year ended March 31, 2002;
(b)	our Joint Quarterly Reports on Form 10-Q of Centex, Holding and CDC for the quarter ended June 30, 2002;
(c)	our Current Reports on Form 8-K dated October 22, 2002, September 23, 2002, September 20, 2002, August 14, 2002, July 17, 2002, May 2, 2002 and April 23, 2002;
(d)	description of the Centex Common Stock, $0.25 par value per share, contained in the Registration Statement on Form 8-A dated October 28, 1971 and Form 8 dated November 11, 1971, as such forms may be amended to update such description;
(e)	description of the Holding Common Stock, $0.01 par value per share, contained in the Registration Statement on Form 10 dated July 12, 1987, as amended by Form 8 dated October 14, 1987, Form 8 dated November 12, 1987 and Form 8 dated November 23, 1987, as such forms may be amended to update such descriptions;
(f)	description of the Stockholder Warrants to purchase Class B Units of limited partnership interest of CDC contained in the Registration Statement on Form 10 dated July 12, 1987 as amended by Form 8 dated October 14, 1987, Form 8 dated November 12, 1987 and Form 8 dated November 30, 1987, as such forms may be amended to update such descriptions; and
(g)	description of the preferred stock purchase rights of Centex contained in the Form 8-A Registration Statement of Centex Corporation dated October 8, 1996, as amended by Form 8-A/A filed on February 22, 1999 and by Form 8-A/A filed on May 2, 2002, as such forms may be amended to update such descriptions.

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

EXPERTS

     The consolidated financial statements of Centex Corporation and the combined financial statements of 3333 Holding Corporation and Centex Development Company, L.P. and schedule appearing in Centex Corporation’s and 3333 Holding Corporation’s and Centex Development Company, L.P.’s Joint Annual Report (Form 10-K) for the year ended March 31, 2002, have been audited by Ernst & Young LLP, independent auditors, as set forth in their reports thereon included therein and incorporated herein by reference. Such consolidated and combined financial statements and schedule are incorporated herein by reference in reliance upon such reports given on the authority of such firm as experts in accounting and auditing.

Item 5. Interests of Named Experts and Counsel

     Raymond G. Smerge has rendered a legal opinion, filed with the Exhibits for Centex as Exhibit 5, with respect to the legality of the securities registered hereby. Mr. Smerge is the Executive Vice President, Chief Legal Officer and Secretary of Centex Corporation and the Secretary of 3333 Holding Corporation. As of October 22, 2002, Mr. Smerge owned 22,500 shares of Common Stock of Centex Corporation (in addition 1,200 shares are held in trust for the benefit of Mr. Smerge’s son). Mr. Smerge also held options to purchase up to 254,100 shares of Common stock (of which 120,900 shares are currently exercisable) and beneficially owned approximately 2,039 shares of Common Stock pursuant to the Centex Common Stock Fund under the Centex Corporation Profit Sharing and Retirement Plan, a defined contribution plan.

ITEM 6. Indemnification of Directors and Officers

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

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

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

     Section 78.751 of the Nevada General Corporation Law requires Nevada corporations to obtain a determination that any discretionary indemnification is proper under the circumstances. Such a determination must be made by the corporation’s stockholders; its board of directors by majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding; or under certain circumstances, by independent legal counsel. The Articles of Incorporation of Centex, Holding and Development provide for indemnification of its directors and officers to the extent provided by Nevada law.

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

     The Bylaws of Centex, Holding and Development each provide that the corporation shall indemnify

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

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

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

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

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

Item 8. Exhibits.

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

Item 9. Undertakings.

     The undersigned Registrants hereby undertake:

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

(i)	To include any prospects required by section 10(a)(3) of the Securities Act of 1933 (the “Securities Act”);
(ii)	To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement.
(iii)	To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement.

Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrants pursuant to section 13 or section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

(2)	That, for the purposes of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bonafide offering thereof.
(3)	To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4)	That, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to section 13(a) of section 15(d) of the Exchange Act that is incorporated by reference in the Registration Statement shall be deemed to be a new Registration Statement relating to the securities

offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(5)

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

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 17, 2002.

CENTEX CORPORATION
                 Registrant

By:                           /s/ LAURENCE E. HIRSCH

Laurence E Hirsch
Chairman of the Board
and Chief Executive Officer

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

Signature	Title
/s/ LAURENCE E. HIRSCH Laurence E. Hirsch	Chairman of the Board, Chief Executive Officer and Director (Principal Executive Officer)	October 17, 2002
/s/ LELDON E. ECHOLS Leldon E. Echols	Executive Vice President and Chief Financial Officer (Principal Financial Officer)	October 17, 2002
By:          /s/ LAURENCE E. HIRSCH                   Laurence E. Hirsch                   As Attorney in Fact*	Majority of the Board of Directors: Barbara T. Alexander, Dan W. Cook III, Juan L. Elek, Timothy R. Eller, Laurence E. Hirsch, Clint W. Murchison, III, Charles H. Pistor, Jr., Frederic M. Poses, David W. Quinn, Thomas M. Schoewe and Paul T. Stoffel	October 17, 2002

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

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 17, 2002.

3333 HOLDING CORPORATION
                Registrant

By:                    /s/ STEPHEN M. WEINBERG

Stephen M. Weinberg
Director, President and
Chief Executive Officer

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

Signature	Title
/s/ STEPHEN M. WEINBERG Stephen M. Weinberg	Director, President and Chief Executive Officer (Principal Executive Officer)	October 17, 2002
/s/ TODD D. NEWMAN Todd D. Newman	Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer)	October 17, 2002
By:                   /s/ STEPHEN M. WEINBERG                                  Stephen M. Weinberg                                 As Attorney in Fact*	Majority of the Board of Directors: Josiah O. Low, III, David M. Sherer, Roger O. West and Stephen M. Weinberg	October 17, 2002

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

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, 3333 Development Corporation, as general partner of, and on behalf of, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on October 17, 2002.

CENTEX DEVELOPMENT COMPANY, L.P.
                        Registrant

By: 3333 Development Corporation, General Partner

By:             /s/ STEPHEN M. WEINBERG

Stephen M. Weinberg
Director, President and
Chief Executive Officer

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

Signature	Title
/s/ STEPHEN M. WEINBERG Stephen M. Weinberg	Director, President and Chief Executive Officer (Principal Executive Officer)	October 17, 2002
/s/ TODD D. NEWMAN Todd D. Newman	Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer)	October 17, 2002
By:               /s/ STEPHEN M. WEINBERG                     Stephen M. Weinberg                     As Attorney in Fact*	Majority of the Board of Directors: Josiah O. Low, III, David M. Sherer, Roger O. West and Stephen M. Weinberg	October 17, 2002

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

INDEX TO EXHIBITS
CENTEX CORPORATION
AND SUBSIDIARIES

Exhibit		Filed Herewith or
Number	Exhibit	Incorporated by Reference
4	Fifth Amended and Restated 1998 Centex Corporation Employee Non-Qualified Stock Option Plan.	Filed herewith.
5	Opinion of Raymond G. Smerge	Filed herewith.
23.1	Consent of Independent Auditors	Filed herewith.
23.2	Consent of Raymond G. Smerge (included in his opinion filed as Exhibit 5 hereto)	Filed herewith.
24A	Powers of Attorney	Filed herewith.

INDEX TO EXHIBITS
3333 HOLDING CORPORATION
AND SUBSIDIARY

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

INDEX TO EXHIBITS

CENTEX DEVELOPMENT COMPANY, L.P.

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

EX-4 3 d00567exv4.txt EX-4 5TH AMENDED/RESTATED 1998 STOCK OPTION PLAN EXHIBIT 4 FIFTH AMENDED AND RESTATED 1998 CENTEX CORPORATION EMPLOYEE NON-QUALIFIED STOCK OPTION PLAN 1. PURPOSE OF THE PLAN. This 1998 Centex Corporation Employee Non-Qualified Stock Option Plan (the "PLAN") is intended as an employment incentive to retain in the employ of Centex Corporation (the "COMPANY"), and any Affiliate (including any entity that becomes an Affiliate), persons of training, experience and ability, to attract new employees whose services are considered valuable, to encourage the sense of proprietorship of such persons, and to stimulate the active interest of such persons in the development and financial success of the Company. For purposes of the Plan, "AFFILIATE" shall mean any direct or indirect subsidiary or parent of the Company and any partnership, joint venture, limited liability company or other business venture or entity in which the Company owns at least 50% of the ownership interest in such entity, as determined by the Committee in its sole and absolute discretion (such determination by the Committee to be conclusively established by the grant of options by the Committee to an officer or employee of such an entity). It is further intended each option granted pursuant to the Plan (herein, an "OPTION") shall constitute non-qualified stock options within the meaning of Section 83 of the Code. 2. ADMINISTRATION OF THE PLAN. The Board of Directors shall appoint and maintain a Compensation and Stock Option Committee (hereinafter called the "COMMITTEE") of the Board of Directors to administer the Plan. Subject to the terms and conditions of the Plan, the Committee shall have full power and authority to designate persons to whom Options will be granted, to determine the terms and provisions of respective option agreements (which need not be identical), and to interpret the provisions and supervise the administration of the Plan. The Committee shall have the authority, exercisable in its sole discretion, to grant Options containing such terms and conditions, consistent with the provisions of the Plan, as the Committee shall determine. 3. DESIGNATION OF PARTICIPANTS. The persons eligible for participation in the Plan as recipients of Options shall include all employees of the Company or of any Affiliate, including employees of any entity that becomes an Affiliate after the date that the Plan is adopted, other than any of the following persons (herein, an "INELIGIBLE PERSON"): (a) any person who is an officer or director of the Company; (b) any "officer" of the Company as defined by Rule 16a-1(f) promulgated under the Securities Exchange Act of 1934, as amended; or (c) any "covered employee" of the Company as defined by Section 162(m)(3) of the Internal Revenue Code. Each Option granted hereunder shall be evidenced by an agreement between the Company and the Optionee, which shall contain such terms and conditions as the Committee shall determine in its sole and absolute discretion. Any person who has been granted an Option hereunder (herein, an "OPTIONEE") may be granted an additional Option or Options, if the Committee shall so determine. Participation in the Plan shall not preclude an Optionee from participating in any other stock option, benefit, bonus, or other compensation plan which the Company or any Affiliate has adopted, or may, from time to time, adopt for the benefit of its employees. EXHIBIT 4 4. STOCK RESERVED FOR THE PLAN. Subject to any adjustment provided in Paragraph 9 hereof, a total of 5,500,000 shares of common stock, $0.25 par value, of the Company (the "STOCK") shall be subject to the Plan. The shares of Stock subject to the Plan shall consist of unissued shares or previously issued shares reacquired and held by the Company, or any Affiliate, and such amount of shares shall be and hereby is reserved for delivery under the Plan. Any of such shares which may remain unsold and which are not subject to outstanding Options at the termination of the Plan shall cease to be reserved for the purpose of the Plan, but until termination of the Plan the Company shall at all times reserve a sufficient number of shares of Stock to meet the requirements of the Plan. Should any Option expire or be canceled prior to its exercise or relinquishment in full, the shares theretofore subject to such Option may again be subjected to an Option under the Plan. If the purchase price or tax withholding is permitted to be satisfied by the tender or withholding of shares of Stock to the Company (by either actual delivery or attestation), the number of shares of Stock tendered or withheld shall be eligible for reissuance under the Plan. 5. PURCHASE PRICE. (a) The purchase price of each share placed under option pursuant to the Plan (a "Share") shall be determined by the Committee, but in no event shall be less than 100% of the Fair Market Value of such Share on the date the Option is granted. If an Option is granted as part of an Optionee's compensation package at the commencement of an Optionee's employment by the Company or an Affiliate, the Option shall be deemed to have been granted on the date of commencement of such Optionee's employment by the Company or any Affiliate (the "Commencement Date") and the purchase price of a Share shall be equal to the Fair Market Value of such Share on the Commencement Date, so long as such Option is not granted more than ninety (90) days following the Commencement Date. (b) "FAIR MARKET VALUE" of a share of Stock means, as of a particular date, the closing price per share of Stock reported on the consolidated transaction reporting system for the New York Stock Exchange, or, if there shall have been no such sale so reported on that date, on the last preceding date on which such a sale was so reported. 6. OPTION PERIOD. The Options granted under the Plan shall be for any term set by the Committee, but not more than ten (10) years from the date of granting of each Option. All rights to exercise an Option shall terminate within three (3) months after the date the Optionee ceases to be an employee of the Company or any Affiliate, except that (a) the Committee, in its discretion, may provide in new option grants or amend outstanding Options to provide an extended period of time during which an Optionee can exercise an Option up to the maximum permissible period which such Optionee's Option would have been exercisable in the absence of the Optionee ceasing to be an employee of the Company or an Affiliate; (b) if an Optionee ceases to be employed by the Company or an Affiliate by reason of such Optionee's death, all rights to exercise such Option shall terminate fifteen (15) months after such death; and (c) if the Optionee is terminated for cause, as determined by the Committee in its sole and absolute discretion, any Option granted to such Optionee hereunder shall terminate on the date of such termination. 7. EXERCISE OF OPTIONS. (a) Any Option granted hereunder shall be exercisable from time to time under the terms specified in the Plan, by the Committee, or in the agreement relating to the grant of such Option. EXHIBIT 4 (b) Each exercise of an Option or a portion of an Option shall be evidenced by a notice in writing to the Company, stating the number of shares with respect to which the Option is being exercised. (c) Options may be exercised solely by the Optionee or a Permitted Transferee (hereafter defined). (d) The purchase price of the Shares for which an Option is exercised shall be paid in full at the time of the exercise. Such purchase price shall be payable in cash, or at the option of the holder of such Option, in Stock theretofore owned by such holder for at least six (6) months by either actual delivery of shares or by attestation (or in a combination of cash and such Stock). For purposes of determining the amount, if any, of the purchase price satisfied by payment in Stock, such Stock shall be valued at its Fair Market Value on the date of exercise. Any Stock delivered in satisfaction of all or a portion of the purchase price shall be appropriately endorsed for transfer and assignment to the Company. No holder of an Option shall be, or have any of the rights or privileges of, a shareholder of the Company in respect of any Shares unless and until certificates representing such Shares shall have been delivered by the Company to such holder or such holder's interest in such Shares shall have been evidenced by an entry on the Company's books and records. (e) If any law or regulation requires the Company to take any action with respect to the Shares specified in such notice, the time for delivery thereof, which would otherwise be as promptly as possible, shall be postponed for the period of time necessary to take such action. 8. ASSIGNABILITY. Unless otherwise permitted by the Committee, no Option or interest therein shall be transferable by the Optionee otherwise than by will or by the applicable laws of descent and distribution. Any person to whom an Option is transferred in accordance with this Section 8 is referred to herein as a "PERMITTED TRANSFEREE". 9. CAPITAL CHANGE OF THE COMPANY. (a) If at any time while the Plan is in effect there shall be an increase or decrease in the number of issued and outstanding shares of Stock of the Company effected without receipt of consideration therefor by the Company, through the declaration of a stock dividend or stock split, or through any recapitalization, merger or other transaction in which the Company is the surviving corporation, then and in each such event: (i) An appropriate adjustment shall be made in the maximum number of Shares then subject to being optioned under the Plan, to the end that the same proportion of the Company's issued and outstanding Stock shall continue to be subject to being so optioned and awarded; and (ii) An appropriate adjustment shall be made in the number of Shares and the purchase price per Share thereof then subject to purchase pursuant to each Option previously granted, to the end that the same proportion of the Company's issued and outstanding Stock in each such instance shall remain subject to purchase at the same aggregate purchase price. (b) Except as is otherwise expressly provided herein, the issue by the Company of shares of its capital stock of any class, or securities convertible into shares of capital stock of any class, either in connection with a direct sale or upon the exercise of rights or warrants to subscribe therefor, or upon conversion of shares or obligations of the Company convertible into such shares or other securities, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number of or purchase price of Shares. Furthermore, the presence of outstanding Options granted under the Plan shall not affect in any manner the right or power of the Company to make, authorize or consummate (i) any or all adjustments, recapitalizations, reorganizations or other changes in the Company's capital structure or its business; (ii) any merger or consolidation of the Company; (iii) any issue by the Company of debt securities or preferred EXHIBIT 4 or preference stock (whether or not such issue is prior to, on a party with or junior to the Stock); (iv) the dissolution or liquidation of the Company; (v) any sale, transfer or assignment of all or any part of the assets or business of the Company; or (vi) any other corporate act or proceeding, whether of a similar character or otherwise. (c) Notwithstanding anything to the contrary above, a dissolution or liquidation of the Company, a merger (other than a merger effecting a reincorporation of the Company in another state) or consolidation in which the Company is not the surviving corporation (or survives only as a subsidiary of another corporation in a transaction in which the stockholders of the parent of the Company and their proportionate interests therein immediately after the transaction are not substantially identical to the stockholders of the Company and their proportionate interests therein immediately prior to the transaction), a transaction in which another corporation becomes the owner of 50% or more of the total combined voting power of all classes of stock of the Company, or a change in control (as specified below), shall cause every Option then outstanding to become exercisable in full immediately prior to such dissolution, liquidation, merger, consolidation, transaction, or change in control, to the extent not theretofore exercised, without regard to the determination as to the periods and installments of exercisability contained in the Agreements if (and only if) such Options have not at that time expired or been terminated. For purposes of this paragraph, a change in control shall be deemed to have taken place if: a third person, including a "group" as defined in Section 13(d)(3) of the Act, becomes the beneficial owner of shares of the Company having fifty percent (50%) or more of the total number of votes that may be cast for the election of directors of the Company; or as a result of, or in connection with, a contested election for directors, the persons who were directors of the Company immediately before such election shall cease to constitute a majority of the Board. Notwithstanding the foregoing provisions of this paragraph: (i) an event, transaction, or corporate action shall not have the effect of accelerating the exercisability of Options if: (A) persons who were the directors of the Company and persons who were the executive officers of the Company as of six months prior to such event immediately after such event constitute a majority of the directors and constitute a majority of executive officers, respectively, for, and own in the aggregate at least ten percent of the voting securities or equity interests of, the Company or the surviving or resulting corporation or the parent of such surviving or resulting corporation; and (B) if the Company is not the surviving or resulting corporation, such surviving or resulting corporation or parent of such surviving or resulting corporation substitutes substantially identical options for any outstanding Options; and (ii) in the event of any dissolution, merger, consolidation, transaction, or change in control, the Board may completely satisfy and extinguish all obligations of the Company and its Affiliates with respect to any Option outstanding on the date of such event by delivering to the Optionee cash in an amount equal to the difference between the aggregate purchase price for Shares under the Option and the Fair Market Value of such Shares on the date of such event, such payment to be made within a reasonable time after such event. 10. TAX WITHHOLDING. The Company shall have the right to deduct applicable taxes from any Option and withhold, at the time of delivery of Shares under the Plan, an appropriate number of Shares for payment of taxes required by law or to take such other action as may be necessary in the opinion of the Company to satisfy all obligations for withholding of such taxes. The Committee may also permit withholding to be satisfied by the transfer to the Company of Stock theretofore owned by the holder of the Option with respect to which withholding is required. If Shares or Stock are used to satisfy tax withholding, such Shares or Stock shall be valued based on the Fair Market Value when the tax withholding is required to be made. EXHIBIT 4 11. EFFECTIVE DATE OF PLAN. The effective date of the Plan shall be February 19, 1998. No Option shall be granted pursuant to the Plan after February 19, 2005. 12. AMENDMENT, MODIFICATION, SUSPENSION OR TERMINATION. The Board may amend, modify, suspend or terminate the Plan at any time for the purpose of meeting or addressing any changes in legal requirements or for any other purpose permitted by law, except that no amendment, modification, suspension or termination shall be made (i) that would impair the rights of any Optionee under any Option previously granted to such Optionee without such Optionee's written consent, (ii) prior to approval by the Company's shareholders if such approval is then required thereby, or (iii) that would reduce the purchase price of any outstanding Option, other than as provided by Section 9(a)(ii). 13. REQUIREMENTS OF LAW. (a) The Plan, and the granting and exercise of Options hereunder, and the obligation of the Company to sell and deliver shares under such Options, shall be subject to all applicable laws, rules and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required. (b) Nothing herein or in any Agreement executed or Option granted hereunder shall require the Company to deliver any Shares upon exercise of an Option if such delivery would, in the opinion of counsel for the Company, constitute a violation of the Securities Act of 1933, as amended, or any similar or superseding statute or statutes, or any other applicable statute or regulation, as then in effect. Upon the exercise of an Option or portion or part thereof, the Optionee may be required to give to the Company satisfactory evidence that he is acquiring such Shares for the purpose of investment only and not with a view to their distribution; provided, however, if or to the extent that the Shares subject to the Option shall be included in a registration statement filed by the Company, or one of its Affiliates, such investment representation shall be abrogated. 14. MISCELLANEOUS. (a) Nothing contained in the Plan shall confer upon any Optionee the right to continue in the employ of the Company or any Affiliate, or interfere in any way with the rights of the Company or any Affiliate to terminate his employment at any time. (b) Any payment of cash or any delivery of Shares to the Optionee, or to an Optionee's Permitted Transferee, in accordance with the provisions hereof, shall, to the extent thereof, be in full satisfaction of all claims of such person with respect to the Option being exercised (or portion thereof). The Committee may require any Optionee, or Permitted Transferee, as a condition precedent to such payment or delivery, to execute a release and receipt therefor in such form as it shall determine. (c) Neither the Committee nor the Company guarantees the Shares from loss or depreciation. (d) Records of the Company and its Affiliates regarding an individual's period of employment, termination of employment and the reason therefor, leaves of absence, re-employment and other matters shall be conclusive for all purposes hereunder, unless determined by the Committee to be incorrect in its sole and absolute discretion. (e) The Company assumes no obligation or responsibility to an Optionee or any Permitted Transferee for any act of, or failure to act on the part of, the Committee. EXHIBIT 4 (f) If any provision of the Plan is held to be illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining provisions of the Plan, but such provision shall be fully severable and the Plan shall be construed and enforced as if the illegal or invalid provision had never been included herein. (g) The titles and headings of Sections are included for convenience of reference only and are not to be considered in construction of the provisions hereof. (h) All questions arising with respect to the provisions of the Plan shall be determined by application of the laws of the State of Nevada except to the extent Nevada law is preempted by federal law. The obligation of the Company to sell and deliver Shares hereunder is subject to applicable laws and to the approval of any governmental authority required in connection with the authorization, issuance, sale, or delivery of such Shares. (i) Words used in the masculine shall apply to the feminine where applicable, and wherever the context of the Plan dictates, the plural shall be read as the singular and the singular as the plural. EX-5 4 d00567exv5.txt EX-5 OPINION/CONSENT OF RAYMOND G. SMERGE EXHIBIT 5 October 23, 2002 Securities and Exchange Commission 450 5th Street, N.W., Judiciary Plaza Washington, DC 20549 RE: Centex Corporation: Registration of an Additional 1,500,000 Shares of Common Stock of Centex Corporation under the Fifth Amended and Restated 1998 Centex Corporation Employee Non-Qualified Stock Option Plan Ladies and Gentlemen: As Executive Vice President, Chief Legal Officer, General Counsel and Secretary of Centex Corporation (the "Corporation"), I am familiar with the Fifth Amended and Restated 1998 Centex Corporation Employee Non-Qualified Stock Option Plan (the "Plan") and the proposed offer and sale of an additional 1,500,000 shares (the "Shares") of Common Stock, $0.25 par value per share, of the Corporation pursuant to the Plan, which Shares trade in tandem with beneficial interests in 1,000 shares (the "Holding Shares") of Common Stock of 3333 Holding Corporation and beneficial interests in 900 warrants (the "CDC Warrants") to purchase Class B units of limited partnership of Centex Development Company, L.P. I have also made such further investigations as I have deemed necessary to express the opinions herein stated. I am of the opinion that the Shares (and the beneficial interests in the Holding Shares and the CDC Warrants) which are hereafter issued upon exercise of options duly granted under and in accordance with the terms of the Plan will, upon the payment of the consideration therefor required by the terms of the Plan, be duly and validly issued, fully paid and non- assessable. I consent to the use of this opinion as an Exhibit to the Registration Statement on Form S-8 being filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, with respect to the Shares and the beneficial interests in the Holding Shares and the CDC Warrants issuable thereunder, and to any references to me in such Registration Statement. Very truly yours, /s/ RAYMOND G. SMERGE Raymond G. Smerge Executive Vice President, Chief Legal Officer, General Counsel and Secretary EX-23.1 5 d00567exv23w1.txt EX-23.1 CONSENT OF INDEPENDENT AUDITORS EXHIBIT 23.1 CONSENT OF INDEPENDENT AUDITORS We consent to the reference to our firm under the caption "Experts" in the Registration Statement (Form S-8) pertaining to the Fifth Amended and Restated 1998 Centex Corporation Employee Non-Qualified Stock Option Plan and to the incorporation by reference therein of our reports dated May 31, 2002, with respect to the consolidated financial statements of Centex Corporation and the combined financial statements of 3333 Holding Corporation and Centex Development Company, L.P. and schedule include in their Joint Annual Report (Form 10-K) for the year ended March 31, 2002, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP Dallas, Texas October 21, 2002 EX-24.A 6 d00567exv24wa.txt POWERS OF ATTORNEY EXHIBIT 24A CENTEX CORPORATION POWER OF ATTORNEY THE UNDERSIGNED hereby constitutes and appoints Laurence E. Hirsch and Timothy R. Eller, or either of such individuals, with full power of substitution in the premises, as the undersigned's true and lawful agents and attorneys-in-fact (the "Attorneys-in-Fact"), with full power and authority in the name and on behalf of the undersigned, in her capacity as a Director of Centex Corporation (the "Company"), to execute and file with the Securities and Exchange Commission the Company's Registration Statement on Form S-8 relating to the issuance by the Company of up to 1,500,000 additional shares of Common Stock, par value $0.25 per share, of the Company under the Fifth Amended and Restated 1998 Centex Corporation Employee Non-Qualified Stock Option Plan, together with any and all amendments to such Registration Statement. This Power of Attorney and all authority granted and conferred hereby shall continue indefinitely and, unless waived by the Attorneys-in-Fact, may not be revoked until the Attorneys-in-Fact have received five days written notice of such revocation. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 17th day of October, 2002. /s/ BARBARA T. ALEXANDER STILES ------------------------------------------ Barbara T. Alexander Stiles Director Centex Corporation EXHIBIT 24A CENTEX CORPORATION POWER OF ATTORNEY THE UNDERSIGNED hereby constitutes and appoints Laurence E. Hirsch and Timothy R. Eller, or either of such individuals, with full power of substitution in the premises, as the undersigned's true and lawful agents and attorneys-in-fact (the "Attorneys-in-Fact"), with full power and authority in the name and on behalf of the undersigned, in his capacity as a Director of Centex Corporation (the "Company"), to execute and file with the Securities and Exchange Commission the Company's Registration Statement on Form S-8 relating to the issuance by the Company of up to 1,500,000 additional shares of Common Stock, par value $0.25 per share, of the Company under the Fifth Amended and Restated 1998 Centex Corporation Employee Non-Qualified Stock Option Plan, together with any and all amendments to such Registration Statement. This Power of Attorney and all authority granted and conferred hereby shall continue indefinitely and, unless waived by the Attorneys-in-Fact, may not be revoked until the Attorneys-in-Fact have received five days written notice of such revocation. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 17th day of October, 2002. /s/ DAN W. COOK III ------------------------------------- Dan W. Cook III Director Centex Corporation EXHIBIT 24A CENTEX CORPORATION POWER OF ATTORNEY THE UNDERSIGNED hereby constitutes and appoints Laurence E. Hirsch and Timothy R. Eller, or either of such individuals, with full power of substitution in the premises, as the undersigned's true and lawful agents and attorneys-in-fact (the "Attorneys-in-Fact"), with full power and authority in the name and on behalf of the undersigned, in his capacity as a Director of Centex Corporation (the "Company"), to execute and file with the Securities and Exchange Commission the Company's Registration Statement on Form S-8 relating to the issuance by the Company of up to 1,500,000 additional shares of Common Stock, par value $0.25 per share, of the Company under the Fifth Amended and Restated 1998 Centex Corporation Employee Non-Qualified Stock Option Plan, together with any and all amendments to such Registration Statement. This Power of Attorney and all authority granted and conferred hereby shall continue indefinitely and, unless waived by the Attorneys-in-Fact, may not be revoked until the Attorneys-in-Fact have received five days written notice of such revocation. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 17th day of October, 2002. /s/ JUAN L. ELEK ----------------------------------- Juan L. Elek Director Centex Corporation EXHIBIT 24A CENTEX CORPORATION POWER OF ATTORNEY THE UNDERSIGNED hereby constitutes and appoints Laurence E. Hirsch with full power of substitution in the premises, as the undersigned's true and lawful agents and attorneys-in-fact (the "Attorneys-in-Fact"), with full power and authority in the name and on behalf of the undersigned, in his capacity as a Director of Centex Corporation (the "Company"), to execute and file with the Securities and Exchange Commission the Company's Registration Statement on Form S-8 relating to the issuance by the Company of up to 1,500,000 additional shares of Common Stock, par value $0.25 per share, of the Company under the Fifth Amended and Restated 1998 Centex Corporation Employee Non- Qualified Stock Option Plan, together with any and all amendments to such Registration Statement. This Power of Attorney and all authority granted and conferred hereby shall continue indefinitely and, unless waived by the Attorneys-in-Fact, may not be revoked until the Attorneys-in-Fact have received five days written notice of such revocation. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 17th day of October, 2002. /s/ TIMOTHY R. ELLER ------------------------------------- Timothy R. Eller Director Centex Corporation EXHIBIT 24A CENTEX CORPORATION POWER OF ATTORNEY THE UNDERSIGNED hereby constitutes and appoints Laurence E. Hirsch and Timothy R. Eller, or either of such individuals, with full power of substitution in the premises, as the undersigned's true and lawful agents and attorneys-in-fact (the "Attorneys-in-Fact"), with full power and authority in the name and on behalf of the undersigned, in his capacity as a Director of Centex Corporation (the "Company"), to execute and file with the Securities and Exchange Commission the Company's Registration Statement on Form S-8 relating to the issuance by the Company of up to 1,500,000 additional shares of Common Stock, par value $0.25 per share, of the Company under the Fifth Amended and Restated 1998 Centex Corporation Employee Non-Qualified Stock Option Plan, together with any and all amendments to such Registration Statement. This Power of Attorney and all authority granted and conferred hereby shall continue indefinitely and, unless waived by the Attorneys-in-Fact, may not be revoked until the Attorneys-in-Fact have received five days written notice of such revocation. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 17th day of October, 2002. /s/ CLINT W. MURCHISON, III --------------------------------------- Clint W. Murchison, III Director Centex Corporation EXHIBIT 24A CENTEX CORPORATION POWER OF ATTORNEY THE UNDERSIGNED hereby constitutes and appoints Laurence E. Hirsch and Timothy R. Eller, or either of such individuals, with full power of substitution in the premises, as the undersigned's true and lawful agents and attorneys-in-fact (the "Attorneys-in-Fact"), with full power and authority in the name and on behalf of the undersigned, in his capacity as a Director of Centex Corporation (the "Company"), to execute and file with the Securities and Exchange Commission the Company's Registration Statement on Form S-8 relating to the issuance by the Company of up to 1,500,000 additional shares of Common Stock, par value $0.25 per share, of the Company under the Fifth Amended and Restated 1998 Centex Corporation Employee Non-Qualified Stock Option Plan, together with any and all amendments to such Registration Statement. This Power of Attorney and all authority granted and conferred hereby shall continue indefinitely and, unless waived by the Attorneys-in-Fact, may not be revoked until the Attorneys-in-Fact have received five days written notice of such revocation. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 17th day of October, 2002. /s/ CHARLES H. PISTOR, JR. ------------------------------------ Charles H. Pistor, Jr. Director Centex Corporation EXHIBIT 24A CENTEX CORPORATION POWER OF ATTORNEY THE UNDERSIGNED hereby constitutes and appoints Laurence E. Hirsch and Timothy R. Eller, or either of such individuals, with full power of substitution in the premises, as the undersigned's true and lawful agents and attorneys-in-fact (the "Attorneys-in-Fact"), with full power and authority in the name and on behalf of the undersigned, in his capacity as a Director of Centex Corporation (the "Company"), to execute and file with the Securities and Exchange Commission the Company's Registration Statement on Form S-8 relating to the issuance by the Company of up to 1,500,000 additional shares of Common Stock, par value $0.25 per share, of the Company under the Fifth Amended and Restated 1998 Centex Corporation Employee Non-Qualified Stock Option Plan, together with any and all amendments to such Registration Statement. This Power of Attorney and all authority granted and conferred hereby shall continue indefinitely and, unless waived by the Attorneys-in-Fact, may not be revoked until the Attorneys-in-Fact have received five days written notice of such revocation. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 17th day of October, 2002. /s/ FREDERIC M. POSES ------------------------------------- Frederic M. Poses Director Centex Corporation EXHIBIT 24A CENTEX CORPORATION POWER OF ATTORNEY THE UNDERSIGNED hereby constitutes and appoints Laurence E. Hirsch and Timothy R. Eller, or either of such individuals, with full power of substitution in the premises, as the undersigned's true and lawful agents and attorneys-in-fact (the "Attorneys-in-Fact"), with full power and authority in the name and on behalf of the undersigned, in his capacity as a Director of Centex Corporation (the "Company"), to execute and file with the Securities and Exchange Commission the Company's Registration Statement on Form S-8 relating to the issuance by the Company of up to 1,500,000 additional shares of Common Stock, par value $0.25 per share, of the Company under the Fifth Amended and Restated 1998 Centex Corporation Employee Non-Qualified Stock Option Plan, together with any and all amendments to such Registration Statement. This Power of Attorney and all authority granted and conferred hereby shall continue indefinitely and, unless waived by the Attorneys-in-Fact, may not be revoked until the Attorneys-in-Fact have received five days written notice of such revocation. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 17th day of October, 2002. /s/ DAVID W. QUINN ------------------------------------ David W. Quinn Director Centex Corporation EXHIBIT 24A CENTEX CORPORATION POWER OF ATTORNEY THE UNDERSIGNED hereby constitutes and appoints Laurence E. Hirsch and Timothy R. Eller, or either of such individuals, with full power of substitution in the premises, as the undersigned's true and lawful agents and attorneys-in-fact (the "Attorneys-in-Fact"), with full power and authority in the name and on behalf of the undersigned, in his capacity as a Director of Centex Corporation (the "Company"), to execute and file with the Securities and Exchange Commission the Company's Registration Statement on Form S-8 relating to the issuance by the Company of up to 1,500,000 additional shares of Common Stock, par value $0.25 per share, of the Company under the Fifth Amended and Restated 1998 Centex Corporation Employee Non-Qualified Stock Option Plan, together with any and all amendments to such Registration Statement. This Power of Attorney and all authority granted and conferred hereby shall continue indefinitely and, unless waived by the Attorneys-in-Fact, may not be revoked until the Attorneys-in-Fact have received five days written notice of such revocation. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 17th day of October, 2002. /s/ THOMAS M. SCHOEWE ----------------------------------- Thomas M. Schoewe Director Centex Corporation EXHIBIT 24A CENTEX CORPORATION POWER OF ATTORNEY THE UNDERSIGNED hereby constitutes and appoints Laurence E. Hirsch and Timothy R. Eller, or either of such individuals, with full power of substitution in the premises, as the undersigned's true and lawful agents and attorneys-in-fact (the "Attorneys-in-Fact"), with full power and authority in the name and on behalf of the undersigned, in his capacity as a Director of Centex Corporation (the "Company"), to execute and file with the Securities and Exchange Commission the Company's Registration Statement on Form S-8 relating to the issuance by the Company of up to 1,500,000 additional shares of Common Stock, par value $0.25 per share, of the Company under the Second Amended and Restated 1998 Centex Corporation Employee Non-Qualified Stock Option Plan, together with any and all amendments to such Registration Statement. This Power of Attorney and all authority granted and conferred hereby shall continue indefinitely and, unless waived by the Attorneys-in-Fact, may not be revoked until the Attorneys-in-Fact have received five days written notice of such revocation. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 17th day of October, 2002. /s/ PAUL T. STOFFEL ---------------------------------- Paul T. Stoffel Director Centex Corporation EX-24.B 7 d00567exv24wb.txt POWERS OF ATTORNEY EXHIBIT 24B 3333 HOLDING CORPORATION POWER OF ATTORNEY THE UNDERSIGNED hereby constitutes and appoints Stephen M. Weinberg with full power of substitution in the premises, as the undersigned's true and lawful agent and attorney-in-fact (the "Attorney-in-Fact"), with full power and authority in the name and on behalf of the undersigned, in his capacity as a Director of 3333 Holding Corporation (the "Company"), to execute and file with the Securities and Exchange Commission the Company's Registration Statement on Form S-8 relating to the issuance by Centex Corporation of up to 1,500,000 additional shares of Common Stock, par value $0.25 per share, of Centex Corporation under the Fifth Amended and Restated 1998 Centex Corporation Employee Non-Qualified Stock Option Plan, together with any and all amendments to such Registration Statement. This Power of Attorney and all authority granted and conferred hereby shall continue indefinitely and, unless waived by the Attorney-in-Fact, may not be revoked until the Attorney-in-Fact has received five days written notice of such revocation. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 17th day of October, 2002. /s/ JOSIAH O. LOW, III --------------------------------- Josiah O. Low, III Director 3333 Holding Corporation EXHIBIT 24B 3333 HOLDING CORPORATION POWER OF ATTORNEY THE UNDERSIGNED hereby constitutes and appoints Stephen M. Weinberg with full power of substitution in the premises, as the undersigned's true and lawful agent and attorney-in-fact (the "Attorney-in-Fact"), with full power and authority in the name and on behalf of the undersigned, in his capacity as a Director of 3333 Holding Corporation (the "Company"), to execute and file with the Securities and Exchange Commission the Company's Registration Statement on Form S-8 relating to the issuance by Centex Corporation of up to 1,500,000 additional shares of Common Stock, par value $0.25 per share, of Centex Corporation under the Fifth Amended and Restated 1998 Centex Corporation Employee Non-Qualified Stock Option Plan, together with any and all amendments to such Registration Statement. This Power of Attorney and all authority granted and conferred hereby shall continue indefinitely and, unless waived by the Attorney-in-Fact, may not be revoked until the Attorney-in-Fact has received five days written notice of such revocation. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 17th day of October, 2002. /s/ DAVID M. SHERER -------------------------------------- David M. Sherer Director 3333 Holding Corporation EXHIBIT 24B 3333 HOLDING CORPORATION POWER OF ATTORNEY THE UNDERSIGNED hereby constitutes and appoints Stephen M. Weinberg with full power of substitution in the premises, as the undersigned's true and lawful agent and attorney-in-fact (the "Attorney-in-Fact"), with full power and authority in the name and on behalf of the undersigned, in his capacity as a Director of 3333 Holding Corporation (the "Company"), to execute and file with the Securities and Exchange Commission the Company's Registration Statement on Form S-8 relating to the issuance by Centex Corporation of up to 1,500,000 additional shares of Common Stock, par value $0.25 per share, of Centex Corporation under the Fifth Amended and Restated 1998 Centex Corporation Employee Non-Qualified Stock Option Plan, together with any and all amendments to such Registration Statement. This Power of Attorney and all authority granted and conferred hereby shall continue indefinitely and, unless waived by the Attorney-in-Fact, may not be revoked until the Attorney-in-Fact has received five days written notice of such revocation. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 17th day of October, 2002. /s/ ROGER O. WEST -------------------------------------- Roger O. West Director 3333 Holding Corporation EX-24.C 8 d00567exv24wc.txt POWERS OF ATTORNEY EXHIBIT 24C CENTEX DEVELOPMENT COMPANY, L.P. POWER OF ATTORNEY THE UNDERSIGNED hereby constitutes and appoints Stephen M. Weinberg with full power of substitution in the premises, as the undersigned's true and lawful agent and attorney-in-fact (the "Attorney-in-Fact"), with full power and authority in the name and on behalf of the undersigned, in his capacity as a Director of 3333 Development Corporation, general partner of Centex Development Company, L.P. (the "Company"), to execute and file with the Securities and Exchange Commission the Company's Registration Statement on Form S-8 relating to the issuance by Centex Corporation of up to 1,500,000 additional shares of Common Stock, par value $0.25 per share, of Centex Corporation under the Fifth Amended and Restated 1998 Centex Corporation Employee Non-Qualified Stock Option Plan, together with any and all amendments to such Registration Statement. This Power of Attorney and all authority granted and conferred hereby shall continue indefinitely and, unless waived by the Attorney-in-Fact, may not be revoked until the Attorney-in-Fact has received five days written notice of such revocation. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 17th day of October, 2002. /s/ JOSIAH O. LOW, III ------------------------------------ Josiah O. Low, III Director 3333 Development Corporation EXHIBIT 24C CENTEX DEVELOPMENT COMPANY, L.P. POWER OF ATTORNEY THE UNDERSIGNED hereby constitutes and appoints Stephen M. Weinberg with full power of substitution in the premises, as the undersigned's true and lawful agent and attorney-in-fact (the "Attorney-in-Fact"), with full power and authority in the name and on behalf of the undersigned, in his capacity as a Director of 3333 Development Corporation, general partner of Centex Development Company, L.P. (the "Company"), to execute and file with the Securities and Exchange Commission the Company's Registration Statement on Form S-8 relating to the issuance by Centex Corporation of up to 1,500,000 additional shares of Common Stock, par value $0.25 per share, of Centex Corporation under the Fifth Amended and Restated 1998 Centex Corporation Employee Non-Qualified Stock Option Plan, together with any and all amendments to such Registration Statement. This Power of Attorney and all authority granted and conferred hereby shall continue indefinitely and, unless waived by the Attorney-in-Fact, may not be revoked until the Attorney-in-Fact has received five days written notice of such revocation. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 17th day of October, 2002. /s/ DAVID M. SHERER ---------------------------------------- David M. Sherer Director 3333 Development Corporation EXHIBIT 24C CENTEX DEVELOPMENT COMPANY, L.P. POWER OF ATTORNEY THE UNDERSIGNED hereby constitutes and appoints Stephen M. Weinberg with full power of substitution in the premises, as the undersigned's true and lawful agent and attorney-in-fact (the "Attorney-in-Fact"), with full power and authority in the name and on behalf of the undersigned, in his capacity as a Director of 3333 Development Corporation, general partner of Centex Development Company, L.P. (the "Company"), to execute and file with the Securities and Exchange Commission the Company's Registration Statement on Form S-8 relating to the issuance by Centex Corporation of up to 1,500,000 additional shares of Common Stock, par value $0.25 per share, of Centex Corporation under the Fifth Amended and Restated 1998 Centex Corporation Employee Non-Qualified Stock Option Plan, together with any and all amendments to such Registration Statement. This Power of Attorney and all authority granted and conferred hereby shall continue indefinitely and, unless waived by the Attorney-in-Fact, may not be revoked until the Attorney-in-Fact has received five days written notice of such revocation. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 17th day of October, 2002. /s/ ROGER O. WEST --------------------------------------- Roger O. West Director 3333 Development Corporation -----END PRIVACY-ENHANCED MESSAGE-----

EX-4

                                                                       EXHIBIT 4


                           FIFTH AMENDED AND RESTATED
                             1998 CENTEX CORPORATION
                    EMPLOYEE NON-QUALIFIED STOCK OPTION PLAN


1.       PURPOSE OF THE PLAN.

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

2.       ADMINISTRATION OF THE PLAN.

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

3.       DESIGNATION OF PARTICIPANTS.

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

         (a)      any person who is an officer or director of the Company;

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

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


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






                                                                       EXHIBIT 4

4.       STOCK RESERVED FOR THE PLAN.

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

5.       PURCHASE PRICE.

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

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

6.       OPTION PERIOD.

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

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

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

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

7.       EXERCISE OF OPTIONS.

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






                                                                       EXHIBIT 4


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

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

         (d)      The purchase price of the Shares for which an Option is
                  exercised shall be paid in full at the time of the exercise.
                  Such purchase price shall be payable in cash, or at the option
                  of the holder of such Option, in Stock theretofore owned by
                  such holder for at least six (6) months by either actual
                  delivery of shares or by attestation (or in a combination of
                  cash and such Stock). For purposes of determining the amount,
                  if any, of the purchase price satisfied by payment in Stock,
                  such Stock shall be valued at its Fair Market Value on the
                  date of exercise. Any Stock delivered in satisfaction of all
                  or a portion of the purchase price shall be appropriately
                  endorsed for transfer and assignment to the Company. No holder
                  of an Option shall be, or have any of the rights or privileges
                  of, a shareholder of the Company in respect of any Shares
                  unless and until certificates representing such Shares shall
                  have been delivered by the Company to such holder or such
                  holder's interest in such Shares shall have been evidenced by
                  an entry on the Company's books and records.

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

8.       ASSIGNABILITY.

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

9.       CAPITAL CHANGE OF THE COMPANY.

         (a)      If at any time while the Plan is in effect there shall be an
                  increase or decrease in the number of issued and outstanding
                  shares of Stock of the Company effected without receipt of
                  consideration therefor by the Company, through the declaration
                  of a stock dividend or stock split, or through any
                  recapitalization, merger or other transaction in which the
                  Company is the surviving corporation, then and in each such
                  event:

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

                  (ii)     An appropriate adjustment shall be made in the number
                           of Shares and the purchase price per Share thereof
                           then subject to purchase pursuant to each Option
                           previously granted, to the end that the same
                           proportion of the Company's issued and outstanding
                           Stock in each such instance shall remain subject to
                           purchase at the same aggregate purchase price.

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






                                                                       EXHIBIT 4


                  or preference stock (whether or not such issue is prior to, on
                  a party with or junior to the Stock); (iv) the dissolution or
                  liquidation of the Company; (v) any sale, transfer or
                  assignment of all or any part of the assets or business of the
                  Company; or (vi) any other corporate act or proceeding,
                  whether of a similar character or otherwise.

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

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

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

10.      TAX WITHHOLDING.

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





                                                                       EXHIBIT 4

11.      EFFECTIVE DATE OF PLAN.

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

12.      AMENDMENT, MODIFICATION, SUSPENSION OR TERMINATION.

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

13.      REQUIREMENTS OF LAW.

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

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

14.      MISCELLANEOUS.

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

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

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

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

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





                                                                       EXHIBIT 4


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

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

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

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

EX-5

                                                                       EXHIBIT 5




October 23, 2002



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

         RE:      Centex Corporation: Registration of an Additional 1,500,000
                  Shares of Common Stock of Centex Corporation under the Fifth
                  Amended and Restated 1998 Centex Corporation Employee
                  Non-Qualified Stock Option Plan

Ladies and Gentlemen:

         As Executive Vice President, Chief Legal Officer, General Counsel and
Secretary of Centex Corporation (the "Corporation"), I am familiar with the
Fifth Amended and Restated 1998 Centex Corporation Employee Non-Qualified Stock
Option Plan (the "Plan") and the proposed offer and sale of an additional
1,500,000 shares (the "Shares") of Common Stock, $0.25 par value per share, of
the Corporation pursuant to the Plan, which Shares trade in tandem with
beneficial interests in 1,000 shares (the "Holding Shares") of Common Stock of
3333 Holding Corporation and beneficial interests in 900 warrants (the "CDC
Warrants") to purchase Class B units of limited partnership of Centex
Development Company, L.P.

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

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

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


                                Very truly yours,

                                 /s/ RAYMOND G. SMERGE

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

EX-23.1

                                                                    EXHIBIT 23.1


                         CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-8) pertaining to the Fifth Amended and Restated
1998 Centex Corporation Employee Non-Qualified Stock Option Plan and to the
incorporation by reference therein of our reports dated May 31, 2002, with
respect to the consolidated financial statements of Centex Corporation and the
combined financial statements of 3333 Holding Corporation and Centex Development
Company, L.P. and schedule include in their Joint Annual Report (Form 10-K) for
the year ended March 31, 2002, filed with the Securities and Exchange
Commission.


                                                           /s/ Ernst & Young LLP


Dallas, Texas
October 21, 2002

EX-24.A

                                                                     EXHIBIT 24A


                               CENTEX CORPORATION

                                POWER OF ATTORNEY


         THE UNDERSIGNED hereby constitutes and appoints Laurence E. Hirsch and
Timothy R. Eller, or either of such individuals, with full power of substitution
in the premises, as the undersigned's true and lawful agents and
attorneys-in-fact (the "Attorneys-in-Fact"), with full power and authority in
the name and on behalf of the undersigned, in her capacity as a Director of
Centex Corporation (the "Company"), to execute and file with the Securities and
Exchange Commission the Company's Registration Statement on Form S-8 relating to
the issuance by the Company of up to 1,500,000 additional shares of Common
Stock, par value $0.25 per share, of the Company under the Fifth Amended and
Restated 1998 Centex Corporation Employee Non-Qualified Stock Option Plan,
together with any and all amendments to such Registration Statement.

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

         IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 17th day of October, 2002.




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







                                                                     EXHIBIT 24A


                               CENTEX CORPORATION

                                POWER OF ATTORNEY


         THE UNDERSIGNED hereby constitutes and appoints Laurence E. Hirsch and
Timothy R. Eller, or either of such individuals, with full power of substitution
in the premises, as the undersigned's true and lawful agents and
attorneys-in-fact (the "Attorneys-in-Fact"), with full power and authority in
the name and on behalf of the undersigned, in his capacity as a Director of
Centex Corporation (the "Company"), to execute and file with the Securities and
Exchange Commission the Company's Registration Statement on Form S-8 relating to
the issuance by the Company of up to 1,500,000 additional shares of Common
Stock, par value $0.25 per share, of the Company under the Fifth Amended and
Restated 1998 Centex Corporation Employee Non-Qualified Stock Option Plan,
together with any and all amendments to such Registration Statement.

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

         IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 17th day of October, 2002.



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








                                                                     EXHIBIT 24A


                               CENTEX CORPORATION

                                POWER OF ATTORNEY


         THE UNDERSIGNED hereby constitutes and appoints Laurence E. Hirsch and
Timothy R. Eller, or either of such individuals, with full power of substitution
in the premises, as the undersigned's true and lawful agents and
attorneys-in-fact (the "Attorneys-in-Fact"), with full power and authority in
the name and on behalf of the undersigned, in his capacity as a Director of
Centex Corporation (the "Company"), to execute and file with the Securities and
Exchange Commission the Company's Registration Statement on Form S-8 relating to
the issuance by the Company of up to 1,500,000 additional shares of Common
Stock, par value $0.25 per share, of the Company under the Fifth Amended and
Restated 1998 Centex Corporation Employee Non-Qualified Stock Option Plan,
together with any and all amendments to such Registration Statement.

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

         IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 17th day of October, 2002.



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





                                                                     EXHIBIT 24A


                               CENTEX CORPORATION

                                POWER OF ATTORNEY


         THE UNDERSIGNED hereby constitutes and appoints Laurence E. Hirsch with
full power of substitution in the premises, as the undersigned's true and lawful
agents and attorneys-in-fact (the "Attorneys-in-Fact"), with full power and
authority in the name and on behalf of the undersigned, in his capacity as a
Director of Centex Corporation (the "Company"), to execute and file with the
Securities and Exchange Commission the Company's Registration Statement on Form
S-8 relating to the issuance by the Company of up to 1,500,000 additional shares
of Common Stock, par value $0.25 per share, of the Company under the Fifth
Amended and Restated 1998 Centex Corporation Employee Non- Qualified Stock
Option Plan, together with any and all amendments to such Registration
Statement.

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

         IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 17th day of October, 2002.



                                           /s/ TIMOTHY R. ELLER
                                           -------------------------------------
                                           Timothy R. Eller
                                           Director
                                           Centex Corporation






                                                                     EXHIBIT 24A


                               CENTEX CORPORATION

                                POWER OF ATTORNEY


         THE UNDERSIGNED hereby constitutes and appoints Laurence E. Hirsch and
Timothy R. Eller, or either of such individuals, with full power of substitution
in the premises, as the undersigned's true and lawful agents and
attorneys-in-fact (the "Attorneys-in-Fact"), with full power and authority in
the name and on behalf of the undersigned, in his capacity as a Director of
Centex Corporation (the "Company"), to execute and file with the Securities and
Exchange Commission the Company's Registration Statement on Form S-8 relating to
the issuance by the Company of up to 1,500,000 additional shares of Common
Stock, par value $0.25 per share, of the Company under the Fifth Amended and
Restated 1998 Centex Corporation Employee Non-Qualified Stock Option Plan,
together with any and all amendments to such Registration Statement.

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

         IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 17th day of October, 2002.



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







                                                                     EXHIBIT 24A


                               CENTEX CORPORATION

                                POWER OF ATTORNEY


         THE UNDERSIGNED hereby constitutes and appoints Laurence E. Hirsch and
Timothy R. Eller, or either of such individuals, with full power of substitution
in the premises, as the undersigned's true and lawful agents and
attorneys-in-fact (the "Attorneys-in-Fact"), with full power and authority in
the name and on behalf of the undersigned, in his capacity as a Director of
Centex Corporation (the "Company"), to execute and file with the Securities and
Exchange Commission the Company's Registration Statement on Form S-8 relating to
the issuance by the Company of up to 1,500,000 additional shares of Common
Stock, par value $0.25 per share, of the Company under the Fifth Amended and
Restated 1998 Centex Corporation Employee Non-Qualified Stock Option Plan,
together with any and all amendments to such Registration Statement.

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

         IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 17th day of October, 2002.



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







                                                                     EXHIBIT 24A


                               CENTEX CORPORATION

                                POWER OF ATTORNEY


         THE UNDERSIGNED hereby constitutes and appoints Laurence E. Hirsch and
Timothy R. Eller, or either of such individuals, with full power of substitution
in the premises, as the undersigned's true and lawful agents and
attorneys-in-fact (the "Attorneys-in-Fact"), with full power and authority in
the name and on behalf of the undersigned, in his capacity as a Director of
Centex Corporation (the "Company"), to execute and file with the Securities and
Exchange Commission the Company's Registration Statement on Form S-8 relating to
the issuance by the Company of up to 1,500,000 additional shares of Common
Stock, par value $0.25 per share, of the Company under the Fifth Amended and
Restated 1998 Centex Corporation Employee Non-Qualified Stock Option Plan,
together with any and all amendments to such Registration Statement.

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

         IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 17th day of October, 2002.



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






                                                                     EXHIBIT 24A


                               CENTEX CORPORATION

                                POWER OF ATTORNEY


         THE UNDERSIGNED hereby constitutes and appoints Laurence E. Hirsch and
Timothy R. Eller, or either of such individuals, with full power of substitution
in the premises, as the undersigned's true and lawful agents and
attorneys-in-fact (the "Attorneys-in-Fact"), with full power and authority in
the name and on behalf of the undersigned, in his capacity as a Director of
Centex Corporation (the "Company"), to execute and file with the Securities and
Exchange Commission the Company's Registration Statement on Form S-8 relating to
the issuance by the Company of up to 1,500,000 additional shares of Common
Stock, par value $0.25 per share, of the Company under the Fifth Amended and
Restated 1998 Centex Corporation Employee Non-Qualified Stock Option Plan,
together with any and all amendments to such Registration Statement.

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

         IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 17th day of October, 2002.



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





                                                                     EXHIBIT 24A


                               CENTEX CORPORATION

                                POWER OF ATTORNEY


         THE UNDERSIGNED hereby constitutes and appoints Laurence E. Hirsch and
Timothy R. Eller, or either of such individuals, with full power of substitution
in the premises, as the undersigned's true and lawful agents and
attorneys-in-fact (the "Attorneys-in-Fact"), with full power and authority in
the name and on behalf of the undersigned, in his capacity as a Director of
Centex Corporation (the "Company"), to execute and file with the Securities and
Exchange Commission the Company's Registration Statement on Form S-8 relating to
the issuance by the Company of up to 1,500,000 additional shares of Common
Stock, par value $0.25 per share, of the Company under the Fifth Amended and
Restated 1998 Centex Corporation Employee Non-Qualified Stock Option Plan,
together with any and all amendments to such Registration Statement.

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

         IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 17th day of October, 2002.




                                             /s/ THOMAS M. SCHOEWE
                                             -----------------------------------
                                             Thomas M. Schoewe
                                             Director
                                             Centex Corporation








                                                                     EXHIBIT 24A


                               CENTEX CORPORATION

                                POWER OF ATTORNEY


         THE UNDERSIGNED hereby constitutes and appoints Laurence E. Hirsch and
Timothy R. Eller, or either of such individuals, with full power of substitution
in the premises, as the undersigned's true and lawful agents and
attorneys-in-fact (the "Attorneys-in-Fact"), with full power and authority in
the name and on behalf of the undersigned, in his capacity as a Director of
Centex Corporation (the "Company"), to execute and file with the Securities and
Exchange Commission the Company's Registration Statement on Form S-8 relating to
the issuance by the Company of up to 1,500,000 additional shares of Common
Stock, par value $0.25 per share, of the Company under the Second Amended and
Restated 1998 Centex Corporation Employee Non-Qualified Stock Option Plan,
together with any and all amendments to such Registration Statement.

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

         IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 17th day of October, 2002.



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

EX-24.B

                                                                     EXHIBIT 24B


                            3333 HOLDING CORPORATION

                                POWER OF ATTORNEY


         THE UNDERSIGNED hereby constitutes and appoints Stephen M. Weinberg
with full power of substitution in the premises, as the undersigned's true and
lawful agent and attorney-in-fact (the "Attorney-in-Fact"), with full power and
authority in the name and on behalf of the undersigned, in his capacity as a
Director of 3333 Holding Corporation (the "Company"), to execute and file with
the Securities and Exchange Commission the Company's Registration Statement on
Form S-8 relating to the issuance by Centex Corporation of up to 1,500,000
additional shares of Common Stock, par value $0.25 per share, of Centex
Corporation under the Fifth Amended and Restated 1998 Centex Corporation
Employee Non-Qualified Stock Option Plan, together with any and all amendments
to such Registration Statement.

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

         IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 17th day of October, 2002.




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






                                                                     EXHIBIT 24B


                            3333 HOLDING CORPORATION

                                POWER OF ATTORNEY


         THE UNDERSIGNED hereby constitutes and appoints Stephen M. Weinberg
with full power of substitution in the premises, as the undersigned's true and
lawful agent and attorney-in-fact (the "Attorney-in-Fact"), with full power and
authority in the name and on behalf of the undersigned, in his capacity as a
Director of 3333 Holding Corporation (the "Company"), to execute and file with
the Securities and Exchange Commission the Company's Registration Statement on
Form S-8 relating to the issuance by Centex Corporation of up to 1,500,000
additional shares of Common Stock, par value $0.25 per share, of Centex
Corporation under the Fifth Amended and Restated 1998 Centex Corporation
Employee Non-Qualified Stock Option Plan, together with any and all amendments
to such Registration Statement.

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

         IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 17th day of October, 2002.




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







                                                                     EXHIBIT 24B


                            3333 HOLDING CORPORATION

                                POWER OF ATTORNEY


         THE UNDERSIGNED hereby constitutes and appoints Stephen M. Weinberg
with full power of substitution in the premises, as the undersigned's true and
lawful agent and attorney-in-fact (the "Attorney-in-Fact"), with full power and
authority in the name and on behalf of the undersigned, in his capacity as a
Director of 3333 Holding Corporation (the "Company"), to execute and file with
the Securities and Exchange Commission the Company's Registration Statement on
Form S-8 relating to the issuance by Centex Corporation of up to 1,500,000
additional shares of Common Stock, par value $0.25 per share, of Centex
Corporation under the Fifth Amended and Restated 1998 Centex Corporation
Employee Non-Qualified Stock Option Plan, together with any and all amendments
to such Registration Statement.

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

         IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 17th day of October, 2002.




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

EX-24.C

                                                                     EXHIBIT 24C


                        CENTEX DEVELOPMENT COMPANY, L.P.

                                POWER OF ATTORNEY


         THE UNDERSIGNED hereby constitutes and appoints Stephen M. Weinberg
with full power of substitution in the premises, as the undersigned's true and
lawful agent and attorney-in-fact (the "Attorney-in-Fact"), with full power and
authority in the name and on behalf of the undersigned, in his capacity as a
Director of 3333 Development Corporation, general partner of Centex Development
Company, L.P. (the "Company"), to execute and file with the Securities and
Exchange Commission the Company's Registration Statement on Form S-8 relating to
the issuance by Centex Corporation of up to 1,500,000 additional shares of
Common Stock, par value $0.25 per share, of Centex Corporation under the Fifth
Amended and Restated 1998 Centex Corporation Employee Non-Qualified Stock Option
Plan, together with any and all amendments to such Registration Statement.

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

         IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 17th day of October, 2002.



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






                                                                     EXHIBIT 24C


                        CENTEX DEVELOPMENT COMPANY, L.P.

                                POWER OF ATTORNEY


         THE UNDERSIGNED hereby constitutes and appoints Stephen M. Weinberg
with full power of substitution in the premises, as the undersigned's true and
lawful agent and attorney-in-fact (the "Attorney-in-Fact"), with full power and
authority in the name and on behalf of the undersigned, in his capacity as a
Director of 3333 Development Corporation, general partner of Centex Development
Company, L.P. (the "Company"), to execute and file with the Securities and
Exchange Commission the Company's Registration Statement on Form S-8 relating to
the issuance by Centex Corporation of up to 1,500,000 additional shares of
Common Stock, par value $0.25 per share, of Centex Corporation under the Fifth
Amended and Restated 1998 Centex Corporation Employee Non-Qualified Stock Option
Plan, together with any and all amendments to such Registration Statement.

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

         IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 17th day of October, 2002.



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







                                                                     EXHIBIT 24C


                        CENTEX DEVELOPMENT COMPANY, L.P.

                                POWER OF ATTORNEY


         THE UNDERSIGNED hereby constitutes and appoints Stephen M. Weinberg
with full power of substitution in the premises, as the undersigned's true and
lawful agent and attorney-in-fact (the "Attorney-in-Fact"), with full power and
authority in the name and on behalf of the undersigned, in his capacity as a
Director of 3333 Development Corporation, general partner of Centex Development
Company, L.P. (the "Company"), to execute and file with the Securities and
Exchange Commission the Company's Registration Statement on Form S-8 relating to
the issuance by Centex Corporation of up to 1,500,000 additional shares of
Common Stock, par value $0.25 per share, of Centex Corporation under the Fifth
Amended and Restated 1998 Centex Corporation Employee Non-Qualified Stock Option
Plan, together with any and all amendments to such Registration Statement.

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

         IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 17th day of October, 2002.




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