S-8

As filed with the Securities and Exchange Commission on February 25, 2003

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	2728 North Harwood Dallas, Texas 75201
(Address of principal executive offices, including zip code)	(Address of principal executive offices, including zip code)

CENTEX CORPORATION LONG TERM INCENTIVE 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	500,000 shares		$	56.41	$	28,205,000	$	2,281.78
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 Centex Corp Long Term Incentive Plan
EX-5 Opinion/Consent of Raymond G. Smerge
EX-23.1 Consent of Independent Public Auditors
EX-24.A Powers of Attorney
EX-24.B Powers of Attorney
EX-24.C 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 February 24, 2003 as published by The Wall Street Journal, which was $56.41 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 500,000 shares of Centex Common Stock to be issued under the Centex Corporation Long Term Incentive Plan.

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:

(1)	our Joint Annual Report on Form 10-K of Centex, Holding and CDC for the year ended March 31, 2002;
(2)	our Joint Quarterly Reports on Form 10-Q of Centex, Holding and CDC for the quarters ended June 30, 2002, September 30, 2002 and December 31, 2002;
(3)	our Current Reports on Form 8-K dated January 28, 2003, January 22, 2003, November 20, 2002, November 19, 2002, November 18, 2002, November 12, 2002, October 22, 2002, October 22, 2002 September 23, 2002, September 20, 2002, August 14, 2002, July 17, 2002, May 2, 2002 and April 23, 2002;
(4)	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;
(5)	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;
(6)	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
(7)	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 as amended by Form 8A/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 February 24, 2003, 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 or 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 prospectus 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 February 24, 2003.

	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)	February 24, 2003
/s/ MARK D. KEMP Mark D. Kemp	Principal Accounting Officer/Controller Executive Vice President and	February 24, 2003
/s/ LELDON E. ECHOLS Leldon E. Echols	Executive Vice President and Chief Financial Officer (Principal Financial Officer)	February 24, 2003
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	February 24, 2003

* 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 February 24, 2003.

	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)	February 24, 2003
/s/ TODD D. NEWMAN Todd D. Newman	Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer)	February 24, 2003
By: /s/ STEPHEN M. WEINBERG Stephen M. Weinberg As Attorney in Fact*	Majority of the Board of Directors: Josiah O. Low, III and David M. Sherer, Roger O. West and Stephen M. Weinberg	February 24, 2003

* 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 February 24, 2003.

	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, Chief Executive Officer and Director (Principal Executive Officer)	February 24, 2003
/s/ TODD D. NEWMAN Todd D. Newman	Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer)	February 24, 2003
By: /s/ STEPHEN M. WEINBERG Stephen M. Weinberg As Attorney in Fact*	Majority of the Board of Directors: Josiah O. Low, III and David M. Sherer, Roger O. West and Stephen M. Weinberg	February 24, 2003

* 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	Centex Corporation Long Term Incentive Plan	Filed herewith
5	Opinion of Raymond G. Smerge	Filed herewith
23.1	Consent of Independent Public 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
4	Centex Corporation Long Term Incentive Plan	Exhibit 4 of Centex Exhibit filed herewith
5	Opinion of Raymond G. Smerge	Exhibit 5 of Centex Exhibits filed herewith
23.1	Consent of Independent Public Auditors	Exhibit 23.1 of Centex Exhibit 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
4	Centex Corporation Long Term Incentive Plan	Exhibit 4 of Centex Exhibit filed herewith
5	Opinion of Raymond G. Smerge	Exhibit 5 of Centex Exhibits filed herewith
23.1	Consent of Independent Public Auditors	Exhibit 23.1 of Centex Exhibit 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 d03605exv4.txt EX-4 CENTEX CORP LONG TERM INCENTIVE PLAN EXHIBIT 4 CENTEX CORPORATION LONG TERM INCENTIVE PLAN EFFECTIVE OCTOBER 1, 2001 AMENDED NOVEMBER 5, 2002 AND FEBRUARY 13, 2003 1. OBJECTIVES. The Centex Corporation Long Term Incentive Plan (the "Plan") is designed to retain selected employees of Centex Corporation and all subsidiaries, partnerships and affiliates of Centex Corporation with regard to which Centex Corporation owns, directly or indirectly, at least 80% of the ownership interest therein, and reward them for making significant contributions to the success of Centex Corporation. These objectives are to be accomplished by making awards under the Plan and thereby providing Participants with a financial interest in the growth and performance of Centex Corporation. The Plan shall not constitute a "qualified plan" subject to the limitations of Section 401(a) of the Code, nor shall it constitute a "funded plan" for purposes of such requirements. This Plan shall be exempt from the participation and vesting requirements of Part 2 of Title I of ERISA, the funding requirements of Part 3 of Title I of ERISA, and the fiduciary requirements of Part 4 of Title I of ERISA by reason of the exclusions afforded to plans which are unfunded and maintained by an employer primarily for the purpose of providing deferred compensation for a select group of highly compensated employees. 2. DEFINITIONS. As used herein, the terms set forth below shall have the following respective meanings: "ACT" means the Securities Exchange Act of 1934, as amended. "ADMINISTRATOR" means the Compensation and Stock Option Committee of the Board. "AFFILIATE" means any direct or indirect subsidiary or parent of Centex Corporation and any partnership, joint venture, limited liability company or other business venture or entity in which Centex Corporation owns directly or indirectly at least 80% of the ownership interest in such entity, as determined by the Administrator in its sole and absolute discretion (such determination by the Administrator to be conclusively established by the grant of an Award by the Administrator to an officer or employee of such an entity). "AWARD" means an award of Deferred Stock granted to a Participant pursuant to any applicable terms, conditions and limitations as the Administrator may establish in order to fulfill the objectives of the Plan. "AWARD AGREEMENT" means a written agreement between Centex Corporation and a Participant that sets forth the terms, conditions and limitations applicable to an Award. "BENEFICIARY" means such person or persons, or the trustee of an inter vivos trust for the benefit of natural persons, designated by the Participant in a written election filed with the Administrator as entitled to receive the Participant's Award(s) in the event of the Participant's death, or if no such election shall have been so filed, or if no designated Beneficiary survives the Participant or can be located by the Administrator, the person or persons entitled thereto under the last will of such deceased Participant, or if such decedent left no will, to the legal heirs of such decedent determined in accordance with the laws of intestate succession of the state of the decedent's domicile. "BOARD" means the Board of Directors of Centex Corporation as the same may be constituted from time to time. "CENTEX CORPORATION" means Centex Corporation, a Nevada corporation, or any successor thereto. "CODE" means the Internal Revenue Code of 1986, as amended. "COMPANY" means each of Centex Corporation and every Affiliate. "DEFERRED STOCK" means a right to receive at Payout the number of Shares covered by an Award, subject to the terms of this Plan and the Award Agreement. Deferred Stock does not represent any actual legal or beneficial interest in Centex Corporation. "DISABILITY" means a disability that entitles the Participant to benefits under the long-term disability plan sponsored by Centex Corporation which covers the Participant. "EMPLOYMENT" means employment with a Company. "EXPIRATION DATE" means, as to an Award, that date which is seven years past the Grant Date of such Award or such other period (not beyond ten years) as the Administrator may determine. "FAIR MARKET VALUE" means the closing price per Share as of a particular date 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 reported. "GRANT DATE" means the date an Award is made to a Participant hereunder, which will be April 1 of the year in which such Award is made, or any other date selected by the Administrator. "PARTICIPANT" means an employee of a Company to whom an Award has been made under this Plan. "PAYOUT" means the distribution of vested Deferred Stock under the Plan. "PAYOUT DATE" means the date an Award becomes payable pursuant to Section 8. "PLAN" means this Centex Corporation Long Term Incentive Plan, as set forth herein and as may be amended from time to time. "RETIREMENT" means the termination of a Participant's Employment due to retirement on or after age 62 provided that the Participant has at least ten years of service with one or more Companies. "SHARE" means a share of Centex Corporation's present twenty-five cents ($0.25) par value common stock and any share or shares of capital stock or other securities of Centex Corporation hereafter issued or issuable upon, in respect of or in substitution or in exchange for each present share. Such Shares may be unissued or reacquired Shares, as the Board, in its sole and absolute discretion, shall from time to time determine. "TERMINATION DATE" means the last date on which the Participant is carried on a Company's payroll as an employee. 3. ELIGIBILITY. Only highly compensated employees of a Company are eligible for Awards under this Plan, as determined in the sole discretion of the Administrator. The Administrator shall select the Participants in the Plan from time to time as evidenced by the grant of Awards under the Plan. 4. PLAN ADMINISTRATION. The Plan shall be administered by the Administrator, which shall have full and exclusive power to interpret this Plan and to adopt such rules, regulations and guidelines for carrying out this Plan as it may deem necessary or appropriate in its sole discretion. The Administrator shall determine all terms and conditions of the Awards. The Administrator may, in its discretion, accelerate the vesting or Payout of an Award, eliminate or make less restrictive any restrictions contained in an Award Agreement, waive any restriction or other provision of this Plan or an Award Agreement or otherwise amend or modify an Award in any manner that is either (i) not materially adverse to the Participant holding the Award or (ii) consented to by such Participant. The Administrator may delegate to one or more employees of Centex Corporation the performance of non-discretionary functions under this Plan, including distributions of Payouts. 5. AWARDS. (a) The granting of Awards under this Plan shall be entirely discretionary, and nothing in this Plan shall be deemed to give any employee of a Company any right to participate in this Plan or to be granted an Award. (b) Awards shall be granted to Participants at such times, and subject to paragraph 5.(d) below, in such amounts as the Administrator, in its sole and absolute discretion, shall determine. No credit for cash dividends on Deferred Stock will be allowed (or accrued) prior to Payout. (c) The term of an Award shall run from the Grant Date to the Expiration Date, subject to early Payout as described in Section 8 below or forfeiture as described in Section 7 below. (d) The maximum number of Shares that may be awarded under this Plan, subject to Section 13 below, is 500,000. (e) If an Award is forfeited, the number of Shares with respect to which such Award shall not have been exercised prior to its forfeiture may again be awarded pursuant to the provisions hereof. 6. VESTING OF AWARDS. (a) Unless different terms are set by the Administrator, an Award shall be immediately 25% vested on its Grant Date and shall become vested in cumulative 25% increments on each of the first through third anniversaries of such Grant Date, so that on the third anniversary of the Grant Date the Award will be 100% vested; provided, however, that the Participant must be in continuous Employment from the Grant Date through the date of the applicable anniversary in order for the Award to vest. (b) A Participant's Award shall be fully vested, irrespective of the limitations set forth in subparagraph (a) above, in the event of (i) a change in control, as provided for in Section 13 below, provided that the Participant has been in continuous Employment from the Grant Date until the date of such change in control or (ii) Retirement of the Participant. 7. FORFEITURE OF AWARDS. If a Participant's Employment is terminated, the Participant shall forfeit his or her Award(s) with respect to any portion that is not vested as of such Participant's Termination Date. 8. PAYOUTS OF AWARDS. Payouts will occur as follows: (a) Automatic Payout on Expiration Date. To the extent that a Participant's Award has vested, such Award shall have an automatic Payout on the Expiration Date of such Award. (b) Early Payouts. In addition to automatic Payout on the Expiration Date, there may be an early Payout of the vested portion of an Award as follows: (i) Termination of Employment (whether voluntary or involuntary). The vested portion of each Award shall have an automatic Payout on the Participant's Termination Date. (ii) Death. If a Participant dies prior to the Expiration Date, such Participant's Award, to the extent vested, shall have an automatic Payout as of the date of the Participant's death and be made to the Participant's Beneficiary. (iii) Disability. Prior to the Expiration Date, an Award, with the approval of the Administrator, shall both be fully vested and have an automatic Payout on the date the Participant satisfies the definition of Disability. (iv) Early Payout Request. A Participant may request that the Administrator consider an early Payout to him or her with respect to any vested portion of an Award. Such a request will be considered at the next semi-annual meeting of the Administrator (held in May and October of each calendar year). Such request shall be in writing and will set forth, in sufficient detail, the reasons for such early Payout. The Administrator will consider such request during said meeting and will, within thirty (30) days following said meeting, determine in its sole and absolute discretion whether to allow such early Payout, and then notify the Participant of its decision. 9. FORM OF PAYOUT. As soon as practicable following a determination that Payout of a Participant's Award shall be made as described in Section 8, but not later than five business days after the required Payout Date, Centex Corporation shall make a Payout to the Participant. All Payouts shall be made in Shares except that no fractional shares will be issued and in lieu thereof cash will be paid to the Participant. 10. DELIVERY OF SHARE CERTIFICATES. As promptly as may be practicable following a Payout, Centex Corporation shall make delivery of one or more Share certificates, either by delivery of a physical certificate or an electronic transfer to a broker, for the appropriate number of Shares. 11. TAX WITHHOLDING. Centex Corporation shall deduct applicable taxes with respect to any Award or Payout and withhold, at the time of Award or Payout, as appropriate, a number of Shares, based on the Fair Market Value on such date, for payment of taxes required by law. 12. NON-ASSIGNABILITY. Unless otherwise determined by the Administrator, no Award or Payout or any other benefit under this Plan shall be assignable or otherwise transferable except to a Beneficiary or by will, the laws of descent and distribution or a domestic relations order. The Administrator may prescribe other restrictions on transfer. Any attempted assignment of an Award or any other benefit under this Plan in violation of this Section 12 shall be null and void. 13. CHANGES IN SHARES AND CERTAIN CORPORATE TRANSACTIONS. (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 Centex Corporation effected without receipt of consideration therefor by Centex Corporation, through the declaration of a stock dividend or through any recapitalization or merger or otherwise in which Centex Corporation is the surviving corporation, resulting in a stock split-up, combination or exchange of Shares of Centex Corporation, then and in each such event an appropriate adjustment shall be made automatically in the amount of Deferred Stock then subject to an Award, to the end that the same proportion of Centex Corporation's Shares which would have been issued and outstanding assuming full Payout of such Award as of the date of such increase or decrease shall in each such instance remain subject to such Award. Except as is otherwise expressly provided herein, the issuance by Centex Corporation 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 Centex Corporation 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 Shares then subject to outstanding Awards granted under the Plan. Furthermore, the presence of outstanding Awards granted under the Plan shall not affect in any manner the right or power of Centex Corporation to make, authorize or consummate (i) any or all adjustments, recapitalizations, reorganizations or other changes in Centex Corporation's capital structure or its business, including the issuance of capital stock; (ii) any merger or consolidation of Centex Corporation; (iii) any issuance by Centex Corporation of debt securities or preferred or preference stock which would rank above the Shares subject to outstanding Awards granted under the Plan; (iv) the dissolution or liquidation of Centex Corporation; (v) any sale, transfer or assignment of all or any part of the assets or business of Centex Corporation; or (vi) any other corporate act or proceeding, whether of a similar character or otherwise. (b) Notwithstanding anything to the contrary above, a dissolution or liquidation of Centex Corporation, a merger (other than a merger effecting a reincorporation of Centex Corporation in another state) or consolidation in which Centex Corporation 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 Centex Corporation and their proportionate interests therein immediately after the transaction are not substantially identical to the stockholders of Centex Corporation 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 Centex Corporation, or a change in control (as specified below), shall cause every Award then outstanding to become fully vested 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 vesting contained in the Agreements if (and only if) such Awards have not at that time expired or been terminated. For purposes of this Section 13, a change in control shall be deemed to have taken place if: (i) a third person, including a "Group" as defined in Section 13(d)(3) of the Act, becomes the beneficial owner of Shares of Centex Corporation having 50% or more of total number of votes that may be cast for the election of Directors of Centex Corporation; or (ii) as a result of, or in connection with, a contested election for Directors, persons who were Directors of Centex Corporation immediately before such election shall cease to constitute a majority of the Board. Notwithstanding the foregoing provisions of this paragraph, in the event of any such dissolution, merger, consolidation, transaction or change in control, the Board may completely satisfy all obligations of Centex Corporation and its Affiliates with respect to any Award outstanding on the date of such event by delivering to the Participant cash in an amount equal to the Fair Market Value of such Shares on the date of such event, such payment to be made within reasonable time after such event. 14. PLAN YEAR. The Plan shall be effective as of October 1, 2001 and will continue in effect until the Administrator terminates the same. The Plan year will be April 1 through March 31 while this Plan is in effect. 15. REQUIREMENTS OF LAW. Notwithstanding anything herein to the contrary, Centex Corporation shall not be required to issue Shares under any Award if the issuance thereof would constitute a violation by the Participant or Centex Corporation of any provisions of any law or regulation of any governmental authority or any national securities exchange; and as a condition of any issuance of Shares under any Award, Centex Corporation may require such agreements or undertakings, if any, as Centex Corporation may deem necessary or advisable to ensure compliance with any such law or regulation. 16. AMENDMENT, SUSPENSION OR TERMINATION. The Board may amend, 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, suspension or termination shall be made that would impair the rights of any Participant as to a vested Award previously granted to such Participant without his or her written consent. 17. UNFUNDED PLAN. This Plan shall be unfunded. Although bookkeeping accounts may be established with respect to Participants representing Awards, any such accounts shall be used merely as a bookkeeping convenience. Centex Corporation shall not be required to segregate any assets that may at any time be represented by Awards, nor shall this Plan be construed as providing for such segregation, nor shall Centex Corporation, the Board or the Administrator be deemed to be a trustee of any Awards to be granted under this Plan. Any liability or obligation of Centex Corporation to any Participant with respect to a grant of Awards under this Plan shall be based solely upon any contractual obligations that may be created under this Plan, and no such liability or obligation of Centex Corporation shall be deemed to be secured by any pledge or other encumbrance on any property of Centex Corporation. None of Centex Corporation or any other Company, the Board or the Administrator shall be required to give any security or bond for the performance of any obligation that may be created by this Plan. Notwithstanding the foregoing, upon the occurrence of a change in control, as described in Section 13(b), each Company whose employees are Participants shall, as soon as possible, but in no event longer than 15 days following the change in control, make an irrevocable contribution to a trust established by Centex Corporation in an amount sufficient to fully pay the entire benefit to which each Participant employed by such Company would be entitled pursuant to the terms of this Plan as of the date on which such change in control occurs. In its sole discretion, Centex Corporation may establish such a trust at any time prior to a change in control and may make contributions to such trust in Shares or in cash which would be used to acquire Shares to transfer to Participant. Any such trust shall be designed to assist Centex Corporation in satisfying its obligations under this Plan; but it shall remain subject to the claims of its creditors. 18. NO EMPLOYMENT GUARANTEED. No provision of this Plan or any Award Agreement hereunder shall confer any right upon any employee to continued employment with a Company. 19. NO STOCKHOLDER RIGHTS. A Participant shall have no rights as a holder of Shares with respect to Awards granted hereunder. 20. GOVERNING LAW. This Plan and all determinations made and actions taken pursuant hereto, to the extent not otherwise governed by mandatory provisions of the Act or other securities laws of the United States, shall be governed by and construed in accordance with the laws of the State of Texas, without reference to any conflicts of law principles thereof that would require the application of the laws of another jurisdiction. 21. INDEMNIFICATION. Neither the members of the Board nor any member of the Compensation and Stock Option Committee, acting in the capacity of Administrator, shall be liable for any act, omission or determination taken or made in good faith with respect to the Plan or any Award granted under it, and the members of the Board and the Compensation and Stock Option Committee shall be entitled to indemnification and reimbursement by Centex Corporation in respect of any claim, loss, damage or expense (including counsel fees) arising therefrom to the full extent permitted by law and under any directors and officers liability or similar insurance coverage that may be in effect from time to time. 22. RELEASE. Any issuance or transfer of Shares to a Participant or to his legal representative, heir, legatee or distributee in accordance with the provisions hereof shall, to the extent thereof, be in full satisfaction of all claims of such persons hereunder. The Board or Administrator may require any Participant or legal representative, heir, legatee or distributee, as a condition precedent to such payment, to execute a release and receipt therefor in such form as it shall determine. EX-5 4 d03605exv5.txt EX-5 OPINION/CONSENT OF RAYMOND G. SMERGE EXHIBIT 5 [CENTEX LETTERHEAD] February 25, 2003 Securities and Exchange Commission 450 5th Street, N.W., Judiciary Plaza Washington, DC 20549 RE: Centex Corporation: Registration of 500,000 Shares of Common Stock of Centex Corporation under the Centex Corporation Long Term Incentive 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 Centex Corporation Long Term Incentive Plan (the "Plan") and the proposed issuance of up to 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 in accordance with the terms of the Plan, will 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 d03605exv23w1.txt EX-23.1 CONSENT OF INDEPENDENT PUBLIC 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 Centex Corporation Long Term Incentive 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 and schedule of 3333 Holding Corporation and Centex Development Company, L.P. included in their Joint Annual Report (Form 10-K) for the year ended March 31, 2002, filed with the Securities and Exchange Commission. Dallas, Texas February 21, 2002 EX-24.A 6 d03605exv24wa.txt EX-24.A 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 500,000 shares of Common Stock, par value $0.25 per share, of the Company under the Centex Corporation Long Term Incentive 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 13th day of February 2003. /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 500,000 shares of Common Stock, par value $0.25 per share, of the Company under the Centex Corporation Long Term Incentive 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 13th day of February 2003. /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 500,000 shares of Common Stock, par value $0.25 per share, of the Company under the Centex Corporation Long Term Incentive 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 13th day of February 2003. /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 500,000 shares of Common Stock, par value $0.25 per share, of the Company under the Centex Corporation Long Term Incentive 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 13th day of February 2003. /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 500,000 shares of Common Stock, par value $0.25 per share, of the Company under the Centex Corporation Long Term Incentive 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 13th day of February 2003. /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 500,000 shares of Common Stock, par value $0.25 per share, of the Company under the Centex Corporation Long Term Incentive 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 13th day of February 2003. /s/ CHARLES H. PISTOR --------------------------------------------- Charles H. Pistor 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 500,000 shares of Common Stock, par value $0.25 per share, of the Company under the Centex Corporation Long Term Incentive 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 13th day of February 2003. /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 500,000 shares of Common Stock, par value $0.25 per share, of the Company under the Centex Corporation Long Term Incentive 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 13th day of February 2003. /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 500,000 shares of Common Stock, par value $0.25 per share, of the Company under the Centex Corporation Long Term Incentive 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 13th day of February 2003. /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 500,000 shares of Common Stock, par value $0.25 per share, of the Company under the Centex Corporation Long Term Incentive 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 13th day of February 2003 /s/ PAUL T. STOFFEL --------------------------------------------- Paul T. Stoffel Director Centex Corporation EX-24.B 7 d03605exv24wb.txt EX-24.B 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 500,000 shares of Common Stock, par value $0.25 per share, of Centex Corporation under the Centex Corporation Long Term Incentive 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 24th day of February 2003. /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 500,000 shares of Common Stock, par value $0.25 per share, of Centex Corporation under the Centex Corporation Long Term Incentive 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 20th day of February 2003. /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 500,000 shares of Common Stock, par value $0.25 per share, of Centex Corporation under the Centex Corporation Long Term Incentive 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 20th day of February 2003. /s/ ROGER O. WEST --------------------------------------------- Roger O. West Director 3333 Holding Corporation EX-24.C 8 d03605exv24wc.txt EX-24.C 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 500,000 shares of Common Stock, par value $0.25 per share, of Centex Corporation under the Centex Corporation Long Term Incentive 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 24th day of February 2003. /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 500,000 shares of Common Stock, par value $0.25 per share, of Centex Corporation under the Centex Corporation Long Term Incentive 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 20th day of February 2003. /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 500,000 shares of Common Stock, par value $0.25 per share, of Centex Corporation under the Centex Corporation Long Term Incentive 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 20th day of February 2003. /s/ ROGER O. WEST --------------------------------------------- Roger O. West Director 3333 Development Corporation -----END PRIVACY-ENHANCED MESSAGE-----

EX-4

                                                                       EXHIBIT 4





                   CENTEX CORPORATION LONG TERM INCENTIVE PLAN


                            EFFECTIVE OCTOBER 1, 2001
                 AMENDED NOVEMBER 5, 2002 AND FEBRUARY 13, 2003




1.       OBJECTIVES. The Centex Corporation Long Term Incentive Plan (the
         "Plan") is designed to retain selected employees of Centex Corporation
         and all subsidiaries, partnerships and affiliates of Centex Corporation
         with regard to which Centex Corporation owns, directly or indirectly,
         at least 80% of the ownership interest therein, and reward them for
         making significant contributions to the success of Centex Corporation.
         These objectives are to be accomplished by making awards under the Plan
         and thereby providing Participants with a financial interest in the
         growth and performance of Centex Corporation. The Plan shall not
         constitute a "qualified plan" subject to the limitations of Section
         401(a) of the Code, nor shall it constitute a "funded plan" for
         purposes of such requirements. This Plan shall be exempt from the
         participation and vesting requirements of Part 2 of Title I of ERISA,
         the funding requirements of Part 3 of Title I of ERISA, and the
         fiduciary requirements of Part 4 of Title I of ERISA by reason of the
         exclusions afforded to plans which are unfunded and maintained by an
         employer primarily for the purpose of providing deferred compensation
         for a select group of highly compensated employees.


2.       DEFINITIONS. As used herein, the terms set forth below shall have the
         following respective meanings:

                  "ACT" means the Securities Exchange Act of 1934, as amended.

                  "ADMINISTRATOR" means the Compensation and Stock Option
                  Committee of the Board.

                  "AFFILIATE" means any direct or indirect subsidiary or parent
                  of Centex Corporation and any partnership, joint venture,
                  limited liability company or other business venture or entity
                  in which Centex Corporation owns directly or indirectly at
                  least 80% of the ownership interest in such entity, as
                  determined by the Administrator in its sole and absolute
                  discretion (such determination by the Administrator to be
                  conclusively established by the grant of an Award by the
                  Administrator to an officer or employee of such an entity).

                  "AWARD" means an award of Deferred Stock granted to a
                  Participant pursuant to any applicable terms, conditions and
                  limitations as the Administrator may establish in order to
                  fulfill the objectives of the Plan.

                  "AWARD AGREEMENT" means a written agreement between Centex
                  Corporation and a Participant that sets forth the terms,
                  conditions and limitations applicable to an Award.

                  "BENEFICIARY" means such person or persons, or the trustee of
                  an inter vivos trust for the benefit of natural persons,
                  designated by the Participant in a written election filed with
                  the Administrator as entitled to receive the Participant's
                  Award(s) in the event of the Participant's death, or if no
                  such election shall have been so filed, or if no designated
                  Beneficiary survives the Participant or can be located by the
                  Administrator, the person or persons entitled thereto under
                  the last will of such





                  deceased Participant, or if such decedent left no will, to the
                  legal heirs of such decedent determined in accordance with the
                  laws of intestate succession of the state of the decedent's
                  domicile.

                  "BOARD" means the Board of Directors of Centex Corporation as
                  the same may be constituted from time to time.

                  "CENTEX CORPORATION" means Centex Corporation, a Nevada
                  corporation, or any successor thereto.

                  "CODE" means the Internal Revenue Code of 1986, as amended.

                  "COMPANY" means each of Centex Corporation and every
                  Affiliate.

                  "DEFERRED STOCK" means a right to receive at Payout the number
                  of Shares covered by an Award, subject to the terms of this
                  Plan and the Award Agreement. Deferred Stock does not
                  represent any actual legal or beneficial interest in Centex
                  Corporation.

                  "DISABILITY" means a disability that entitles the Participant
                  to benefits under the long-term disability plan sponsored by
                  Centex Corporation which covers the Participant.

                  "EMPLOYMENT" means employment with a Company.

                  "EXPIRATION DATE" means, as to an Award, that date which is
                  seven years past the Grant Date of such Award or such other
                  period (not beyond ten years) as the Administrator may
                  determine.

                  "FAIR MARKET VALUE" means the closing price per Share as of a
                  particular date 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 reported.

                  "GRANT DATE" means the date an Award is made to a Participant
                  hereunder, which will be April 1 of the year in which such
                  Award is made, or any other date selected by the
                  Administrator.

                  "PARTICIPANT" means an employee of a Company to whom an Award
                  has been made under this Plan.

                  "PAYOUT" means the distribution of vested Deferred Stock under
                  the Plan.

                  "PAYOUT DATE" means the date an Award becomes payable pursuant
                  to Section 8.

                  "PLAN" means this Centex Corporation Long Term Incentive Plan,
                  as set forth herein and as may be amended from time to time.

                  "RETIREMENT" means the termination of a Participant's
                  Employment due to retirement on or after age 62 provided that
                  the Participant has at least ten years of service with one or
                  more Companies.




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

                  "TERMINATION DATE" means the last date on which the
                  Participant is carried on a Company's payroll as an employee.

3.       ELIGIBILITY. Only highly compensated employees of a Company are
         eligible for Awards under this Plan, as determined in the sole
         discretion of the Administrator. The Administrator shall select the
         Participants in the Plan from time to time as evidenced by the grant of
         Awards under the Plan.

4.       PLAN ADMINISTRATION. The Plan shall be administered by the
         Administrator, which shall have full and exclusive power to interpret
         this Plan and to adopt such rules, regulations and guidelines for
         carrying out this Plan as it may deem necessary or appropriate in its
         sole discretion. The Administrator shall determine all terms and
         conditions of the Awards. The Administrator may, in its discretion,
         accelerate the vesting or Payout of an Award, eliminate or make less
         restrictive any restrictions contained in an Award Agreement, waive any
         restriction or other provision of this Plan or an Award Agreement or
         otherwise amend or modify an Award in any manner that is either (i) not
         materially adverse to the Participant holding the Award or (ii)
         consented to by such Participant. The Administrator may delegate to one
         or more employees of Centex Corporation the performance of
         non-discretionary functions under this Plan, including distributions of
         Payouts.

5.       AWARDS.

         (a)      The granting of Awards under this Plan shall be entirely
                  discretionary, and nothing in this Plan shall be deemed to
                  give any employee of a Company any right to participate in
                  this Plan or to be granted an Award.

         (b)      Awards shall be granted to Participants at such times, and
                  subject to paragraph 5.(d) below, in such amounts as the
                  Administrator, in its sole and absolute discretion, shall
                  determine. No credit for cash dividends on Deferred Stock will
                  be allowed (or accrued) prior to Payout.

         (c)      The term of an Award shall run from the Grant Date to the
                  Expiration Date, subject to early Payout as described in
                  Section 8 below or forfeiture as described in Section 7 below.

         (d)      The maximum number of Shares that may be awarded under this
                  Plan, subject to Section 13 below, is 500,000.

         (e)      If an Award is forfeited, the number of Shares with respect to
                  which such Award shall not have been exercised prior to its
                  forfeiture may again be awarded pursuant to the provisions
                  hereof.

6.       VESTING OF AWARDS.

         (a)      Unless different terms are set by the Administrator, an Award
                  shall be immediately 25% vested on its Grant Date and shall
                  become vested in cumulative 25% increments on each of the
                  first through third anniversaries of such Grant Date, so that
                  on the third anniversary of the Grant Date the Award will be
                  100% vested; provided, however, that the Participant must




                  be in continuous Employment from the Grant Date through the
                  date of the applicable anniversary in order for the Award to
                  vest.

         (b)      A Participant's Award shall be fully vested, irrespective of
                  the limitations set forth in subparagraph (a) above, in the
                  event of (i) a change in control, as provided for in Section
                  13 below, provided that the Participant has been in continuous
                  Employment from the Grant Date until the date of such change
                  in control or (ii) Retirement of the Participant.

7.       FORFEITURE OF AWARDS. If a Participant's Employment is terminated, the
         Participant shall forfeit his or her Award(s) with respect to any
         portion that is not vested as of such Participant's Termination Date.

8.       PAYOUTS OF AWARDS. Payouts will occur as follows:

         (a)      Automatic Payout on Expiration Date. To the extent that a
                  Participant's Award has vested, such Award shall have an
                  automatic Payout on the Expiration Date of such Award.

         (b)      Early Payouts. In addition to automatic Payout on the
                  Expiration Date, there may be an early Payout of the vested
                  portion of an Award as follows:

                  (i)      Termination of Employment (whether voluntary or
                           involuntary). The vested portion of each Award shall
                           have an automatic Payout on the Participant's
                           Termination Date.

                  (ii)     Death. If a Participant dies prior to the Expiration
                           Date, such Participant's Award, to the extent vested,
                           shall have an automatic Payout as of the date of the
                           Participant's death and be made to the Participant's
                           Beneficiary.

                  (iii)    Disability. Prior to the Expiration Date, an Award,
                           with the approval of the Administrator, shall both be
                           fully vested and have an automatic Payout on the date
                           the Participant satisfies the definition of
                           Disability.

                  (iv)     Early Payout Request. A Participant may request that
                           the Administrator consider an early Payout to him or
                           her with respect to any vested portion of an Award.
                           Such a request will be considered at the next
                           semi-annual meeting of the Administrator (held in May
                           and October of each calendar year). Such request
                           shall be in writing and will set forth, in sufficient
                           detail, the reasons for such early Payout. The
                           Administrator will consider such request during said
                           meeting and will, within thirty (30) days following
                           said meeting, determine in its sole and absolute
                           discretion whether to allow such early Payout, and
                           then notify the Participant of its decision.

9.       FORM OF PAYOUT. As soon as practicable following a determination that
         Payout of a Participant's Award shall be made as described in Section
         8, but not later than five business days after the required Payout
         Date, Centex Corporation shall make a Payout to the Participant. All
         Payouts shall be made in Shares except that no fractional shares will
         be issued and in lieu thereof cash will be paid to the Participant.

10.      DELIVERY OF SHARE CERTIFICATES. As promptly as may be practicable
         following a Payout, Centex Corporation shall make delivery of one or
         more Share certificates, either by delivery of a physical certificate
         or an electronic transfer to a broker, for the appropriate number of
         Shares.




11.      TAX WITHHOLDING. Centex Corporation shall deduct applicable taxes with
         respect to any Award or Payout and withhold, at the time of Award or
         Payout, as appropriate, a number of Shares, based on the Fair Market
         Value on such date, for payment of taxes required by law.

12.      NON-ASSIGNABILITY. Unless otherwise determined by the Administrator, no
         Award or Payout or any other benefit under this Plan shall be
         assignable or otherwise transferable except to a Beneficiary or by
         will, the laws of descent and distribution or a domestic relations
         order. The Administrator may prescribe other restrictions on transfer.
         Any attempted assignment of an Award or any other benefit under this
         Plan in violation of this Section 12 shall be null and void.

13.      CHANGES IN SHARES AND CERTAIN CORPORATE TRANSACTIONS.

         (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 Centex Corporation effected without receipt of
                  consideration therefor by Centex Corporation, through the
                  declaration of a stock dividend or through any
                  recapitalization or merger or otherwise in which Centex
                  Corporation is the surviving corporation, resulting in a stock
                  split-up, combination or exchange of Shares of Centex
                  Corporation, then and in each such event an appropriate
                  adjustment shall be made automatically in the amount of
                  Deferred Stock then subject to an Award, to the end that the
                  same proportion of Centex Corporation's Shares which would
                  have been issued and outstanding assuming full Payout of such
                  Award as of the date of such increase or decrease shall in
                  each such instance remain subject to such Award.

                  Except as is otherwise expressly provided herein, the issuance
                  by Centex Corporation 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 Centex Corporation
                  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 Shares then subject to outstanding
                  Awards granted under the Plan. Furthermore, the presence of
                  outstanding Awards granted under the Plan shall not affect in
                  any manner the right or power of Centex Corporation to make,
                  authorize or consummate (i) any or all adjustments,
                  recapitalizations, reorganizations or other changes in Centex
                  Corporation's capital structure or its business, including the
                  issuance of capital stock; (ii) any merger or consolidation of
                  Centex Corporation; (iii) any issuance by Centex Corporation
                  of debt securities or preferred or preference stock which
                  would rank above the Shares subject to outstanding Awards
                  granted under the Plan; (iv) the dissolution or liquidation of
                  Centex Corporation; (v) any sale, transfer or assignment of
                  all or any part of the assets or business of Centex
                  Corporation; or (vi) any other corporate act or proceeding,
                  whether of a similar character or otherwise.

         (b)      Notwithstanding anything to the contrary above, a dissolution
                  or liquidation of Centex Corporation, a merger (other than a
                  merger effecting a reincorporation of Centex Corporation in
                  another state) or consolidation in which Centex Corporation 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 Centex Corporation and their
                  proportionate interests therein immediately after the
                  transaction are not substantially identical to the
                  stockholders of Centex Corporation 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 Centex Corporation, or a change in control (as
                  specified below), shall cause every Award then outstanding to
                  become fully vested 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 vesting contained in the Agreements if (and
                  only if) such Awards have not at that time expired or been
                  terminated. For purposes of this Section 13, a change in
                  control shall be deemed to have taken place if:

                  (i)      a third person, including a "Group" as defined in
                           Section 13(d)(3) of the Act, becomes the beneficial
                           owner of Shares of Centex Corporation having 50% or
                           more of total number of votes that may be cast for
                           the election of Directors of Centex Corporation; or

                  (ii)     as a result of, or in connection with, a contested
                           election for Directors, persons who were Directors of
                           Centex Corporation immediately before such election
                           shall cease to constitute a majority of the Board.

                  Notwithstanding the foregoing provisions of this paragraph, in
                  the event of any such dissolution, merger, consolidation,
                  transaction or change in control, the Board may completely
                  satisfy all obligations of Centex Corporation and its
                  Affiliates with respect to any Award outstanding on the date
                  of such event by delivering to the Participant cash in an
                  amount equal to the Fair Market Value of such Shares on the
                  date of such event, such payment to be made within reasonable
                  time after such event.

14.      PLAN YEAR. The Plan shall be effective as of October 1, 2001 and will
         continue in effect until the Administrator terminates the same. The
         Plan year will be April 1 through March 31 while this Plan is in
         effect.

15.      REQUIREMENTS OF LAW. Notwithstanding anything herein to the contrary,
         Centex Corporation shall not be required to issue Shares under any
         Award if the issuance thereof would constitute a violation by the
         Participant or Centex Corporation of any provisions of any law or
         regulation of any governmental authority or any national securities
         exchange; and as a condition of any issuance of Shares under any Award,
         Centex Corporation may require such agreements or undertakings, if any,
         as Centex Corporation may deem necessary or advisable to ensure
         compliance with any such law or regulation.

16.      AMENDMENT, SUSPENSION OR TERMINATION. The Board may amend, 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, suspension or termination shall be made
         that would impair the rights of any Participant as to a vested Award
         previously granted to such Participant without his or her written
         consent.

17.      UNFUNDED PLAN. This Plan shall be unfunded. Although bookkeeping
         accounts may be established with respect to Participants representing
         Awards, any such accounts shall be used merely as a bookkeeping
         convenience. Centex Corporation shall not be required to segregate any
         assets that may at any time be represented by Awards, nor shall this
         Plan be construed as providing for such segregation, nor shall Centex
         Corporation, the Board or the Administrator be deemed to be a trustee
         of any Awards to be granted under this Plan. Any liability or
         obligation of Centex Corporation to any Participant with respect to a
         grant of Awards under this Plan shall be based solely upon any
         contractual obligations that may be created under this Plan, and no
         such liability or obligation of Centex Corporation shall be deemed to
         be secured by any pledge or other encumbrance on any property of Centex
         Corporation. None of Centex Corporation or any other Company, the Board
         or the Administrator shall be required to give any security or bond for
         the performance of any obligation that may be created by this Plan.



         Notwithstanding the foregoing, upon the occurrence of a change in
         control, as described in Section 13(b), each Company whose employees
         are Participants shall, as soon as possible, but in no event longer
         than 15 days following the change in control, make an irrevocable
         contribution to a trust established by Centex Corporation in an amount
         sufficient to fully pay the entire benefit to which each Participant
         employed by such Company would be entitled pursuant to the terms of
         this Plan as of the date on which such change in control occurs. In its
         sole discretion, Centex Corporation may establish such a trust at any
         time prior to a change in control and may make contributions to such
         trust in Shares or in cash which would be used to acquire Shares to
         transfer to Participant. Any such trust shall be designed to assist
         Centex Corporation in satisfying its obligations under this Plan; but
         it shall remain subject to the claims of its creditors.

18.      NO EMPLOYMENT GUARANTEED. No provision of this Plan or any Award
         Agreement hereunder shall confer any right upon any employee to
         continued employment with a Company.

19.      NO STOCKHOLDER RIGHTS. A Participant shall have no rights as a holder
         of Shares with respect to Awards granted hereunder.

20.      GOVERNING LAW. This Plan and all determinations made and actions taken
         pursuant hereto, to the extent not otherwise governed by mandatory
         provisions of the Act or other securities laws of the United States,
         shall be governed by and construed in accordance with the laws of the
         State of Texas, without reference to any conflicts of law principles
         thereof that would require the application of the laws of another
         jurisdiction.

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

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

EX-5

                                                                       EXHIBIT 5



                               [CENTEX LETTERHEAD]



                                February 25, 2003



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


        RE: Centex Corporation: Registration of 500,000 Shares of Common
                      Stock of Centex Corporation under the
                   Centex Corporation Long Term Incentive 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 Centex
Corporation Long Term Incentive Plan (the "Plan") and the proposed issuance of
up to 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 in accordance
with the terms of the Plan, will 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 Centex Corporation Long Term
Incentive 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 and schedule of 3333
Holding Corporation and Centex Development Company, L.P. included in their Joint
Annual Report (Form 10-K) for the year ended March 31, 2002, filed with the
Securities and Exchange Commission.





Dallas, Texas
February 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 500,000 shares of Common Stock, par value
$0.25 per share, of the Company under the Centex Corporation Long Term Incentive
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 13th day of February 2003.



                                    /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 500,000 shares of Common Stock, par value
$0.25 per share, of the Company under the Centex Corporation Long Term Incentive
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 13th day of February 2003.



                                  /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 500,000 shares of Common Stock, par value
$0.25 per share, of the Company under the Centex Corporation Long Term Incentive
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 13th day of February 2003.



                                  /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 500,000 shares of Common
Stock, par value $0.25 per share, of the Company under the Centex Corporation
Long Term Incentive 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 13th day of February 2003.



                                  /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 500,000 shares of Common Stock, par value
$0.25 per share, of the Company under the Centex Corporation Long Term Incentive
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 13th day of February 2003.



                                  /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 500,000 shares of Common Stock, par value
$0.25 per share, of the Company under the Centex Corporation Long Term Incentive
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 13th day of February 2003.



                                  /s/ CHARLES H. PISTOR
                                  ---------------------------------------------
                                  Charles H. Pistor
                                  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 500,000 shares of Common Stock, par value
$0.25 per share, of the Company under the Centex Corporation Long Term Incentive
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 13th day of February 2003.



                                  /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 500,000 shares of Common Stock, par value
$0.25 per share, of the Company under the Centex Corporation Long Term Incentive
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 13th day of February 2003.



                                   /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 500,000 shares of Common Stock, par value
$0.25 per share, of the Company under the Centex Corporation Long Term Incentive
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 13th day of February 2003.



                                  /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 500,000 shares of Common Stock, par value
$0.25 per share, of the Company under the Centex Corporation Long Term Incentive
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 13th day of February 2003



                                  /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 500,000 shares
of Common Stock, par value $0.25 per share, of Centex Corporation under the
Centex Corporation Long Term Incentive 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 24th day of February 2003.



                                  /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 500,000 shares
of Common Stock, par value $0.25 per share, of Centex Corporation under the
Centex Corporation Long Term Incentive 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 20th day of February 2003.



                                  /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 500,000 shares
of Common Stock, par value $0.25 per share, of Centex Corporation under the
Centex Corporation Long Term Incentive 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 20th day of February 2003.



                                  /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 500,000 shares of Common Stock, par
value $0.25 per share, of Centex Corporation under the Centex Corporation Long
Term Incentive 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 24th day of February 2003.



                                  /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 500,000 shares of Common Stock, par
value $0.25 per share, of Centex Corporation under the Centex Corporation Long
Term Incentive 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 20th day of February 2003.



                                  /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 500,000 shares of Common Stock, par
value $0.25 per share, of Centex Corporation under the Centex Corporation Long
Term Incentive 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 20th day of February 2003.



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