exv4w4



 






Exhibit 4.4




CENTEX CORPORATION




Issuer




and




JPMORGAN CHASE BANK, N.A.

(formerly Chase Bank of Texas, National Association

and Texas Commerce Bank National Association)




Trustee




INDENTURE SUPPLEMENT NO. 9




Dated as of March 31, 2005




to




INDENTURE




Dated as of March 12, 1987




Subordinated Medium-Term Notes, Series F




 









 





     INDENTURE SUPPLEMENT NO. 9 (“Indenture Supplement”), dated as of March 31, 2005, between
CENTEX CORPORATION, a Nevada corporation (together with its successors and assigns as provided in
the Indenture referred to below, the “Company”), and JPMORGAN CHASE BANK, N.A., a national banking
association (formerly, Chase Bank of Texas, National Association and Texas Commerce Bank National
Association) (together with its successors in trust thereunder as provided in the Indenture
referred to below, the “Trustee”), as trustee under an Indenture dated as of March 12, 1987 (the
“Indenture”).




PRELIMINARY STATEMENT




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




ARTICLE ONE

DEFINITIONS




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



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



AGENTS:




     The term “Agents” shall mean Banc of America Securities LLC, Calyon Securities (USA) Inc.,
Citigroup Global Markets Inc., Credit Suisse First Boston LLC, J.P. Morgan Securities Inc. and UBS
Securities LLC, and any additional agents as may be appointed from time to time by the Company
pursuant to the terms of that certain Distribution Agreement, dated as of March 31, 2005, among the
Company and the aforementioned agents, acting as principal or agent in respect of the issuance and
sale by the Company of the Subordinated Notes.



AMORTIZED FACE AMOUNT:




     The term “Amortized Face Amount” of an Original Issue Discount Note, as of the date that (i)
the principal amount of such Subordinated Note is to be repaid prior to its Stated Maturity,
whether upon declaration of acceleration, call for redemption, repayment at the option of the
Holder or otherwise, or (ii) any consent, notice, request, direction, waiver or suit by the
Noteholders shall be deemed to be given, made or commenced under this Indenture, shall mean the
principal amount of such Subordinated Note multiplied by its Issue Price plus the portion of the
difference between the dollar amount thus obtained and the principal amount of such Subordinated
Note that has accreted at the Yield to maturity of such Subordinated Note (computed in accordance
with generally accepted United States bond yield computation principles) to such date, but in no
event shall the Amortized Face Amount of an Original Issue Discount Note exceed its principal
amount stated in the applicable Company Order.



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AMORTIZING NOTE:




     The term “Amortizing Note” shall mean a Subordinated Note for which payments of principal of
and interest on such Subordinated Note are made in installments over the life of such Subordinated
Note, and unless otherwise specified in the applicable Company Order, payments with respect to an
Amortizing Note shall be applied first to interest due and payable thereon and then to the
reduction of the unpaid principal amount thereof.



AUTHORIZED AGENT:




     The term “Authorized Agent” shall mean an agent of the Company designated by an Officers’
Certificate to give to the Trustee the information specified in clause (a) of “Company Order” for
the issuance of a Subordinated Note.



BASIS POINT:




     The term “Basis Point” shall mean one-one hundredth of a percentage point.



CALCULATION AGENT:




     The term “Calculation Agent” for a particular Floating Rate Note shall mean the Trustee,
unless otherwise specified in the applicable Company Order.



CALCULATION DATE:




     The term “Calculation Date” shall, unless otherwise specified in the applicable Company Order,
mean with regard to any particular Interest Determination Date, the earlier of (i) the tenth
calendar day after such Interest Determination Date, or, if any such day is not a Business Day, the
next day that is a Business Day, or (ii) the Business Day immediately preceding the applicable
Interest Payment Date or Maturity Date, as the case may be.



CD RATE:




     The term “CD Rate” shall mean, with respect to any CD Rate Interest Determination Date, the
rate on such date for negotiable United States dollar certificates of deposit having the Index
Maturity specified in the applicable Pricing Supplement as published in H.15(519) (as hereinafter
defined) under the heading “CDs (secondary market)” or, if not so published by 3:00 P.M., New York
City time, on the related Calculation Date, the rate on such CD Rate Interest Determination Date
for negotiable United States dollar certificates of deposit of the Index Maturity specified in the
applicable Pricing Supplement as published in H.15 Daily Update (as hereinafter defined), or such
other recognized electronic source used for the purpose of displaying such rate, under the caption
“CDs (secondary market).” If such rate is not yet published in H.15 Daily Update or another
recognized electronic source by 3:00 P.M., New York City time, on the related Calculation Date,
then the CD Rate on such CD Rate Interest Determination Date will be calculated by the Calculation
Agent and will be the arithmetic mean of the secondary market offered rates as of 10:00 A.M., New
York City time, on such CD Rate Interest Determination Date, of three leading nonbank dealers in
negotiable United States dollar certificates of deposit in The City of New York (which may include
the Agents or their affiliates) selected by the Calculation Agent for negotiable United States
dollar certificates of deposit of major United States money center banks for negotiable
certificates of deposit with a remaining maturity closest to the Index Maturity specified in the
applicable Pricing Supplement in an amount that is representative for a single transaction in that
market at that time; provided, however, that if the dealers so selected by the Calculation Agent
are not quoting as mentioned



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in this sentence, the CD Rate determined as of such CD Rate Interest Determination Date will
be the CD Rate in effect on such CD Rate Interest Determination Date.




CD RATE INTEREST DETERMINATION DATE:




     The term “CD Rate Interest Determination Date” shall mean the Interest Determination Date
relating to a Floating Rate Note for which the interest rate is determined with reference to the CD
Rate.



CMT RATE:




     The term “CMT Rate” shall mean, with respect to any CMT Rate Interest Determination Date, the
rate displayed on the Designated CMT Moneyline Telerate Page under the caption “...Treasury
Constant Maturities...Federal Reserve Board Release H.15...Mondays Approximately 3:45 P.M.,” under
the column for the Designated CMT Maturity Index for (i) if the Designated CMT Moneyline Telerate
Page is 7051, the rate on such CMT Rate Interest Determination Date and (ii) if the Designated CMT
Moneyline Telerate Page is 7052, the weekly or monthly average, as specified in the Company Order,
for the week or the month, as applicable, ended immediately preceding the week or the month, as
applicable, in which the related CMT Rate Interest Determination Date falls. If such rate is no
longer displayed on the relevant page or is not so displayed by 3:00 P.M., New York City time, on
the related Calculation Date, then the CMT Rate for such CMT Rate Interest Determination Date will
be such treasury constant maturity rate for the Designated CMT Maturity Index as published in
H.15(519). If such rate is no longer published or is not so published by 3:00 P.M., New York City
time, on the related Calculation Date, then the CMT Rate on such CMT Rate Interest Determination
Date will be such treasury constant maturity rate for the Designated CMT Maturity Index (or other
United States Treasury rate for the Designated CMT Maturity Index) for the CMT Rate Interest
Determination Date with respect to such Interest Reset Date as may then be published by either the
Board of Governors of the Federal Reserve System or the United States Department of the Treasury
that the Calculation Agent determines to be comparable to the rate formerly displayed on the
Designated CMT Moneyline Telerate Page and published in H.15(519). If such information is not so
provided by 3:00 P.M., New York City time, on the related Calculation Date, then the CMT Rate on
the CMT Rate Interest Determination Date will be calculated by the Calculation Agent and will be a
yield to maturity, based on the arithmetic mean of the secondary market offered rates as of
approximately 3:30 P.M., New York City time, on such CMT Rate Interest Determination Date reported,
according to their written records, by three leading primary United States government securities
dealers in The City of New York (which may include the Agents or their affiliates) (each, a
“Reference Dealer”) selected by the Calculation Agent (from five such Reference Dealers selected by
the Calculation Agent and eliminating the highest quotation (or, in the event of equality, one of
the highest) and the lowest quotation (or, in the event of equality, one of the lowest)), for the
most recently issued direct noncallable fixed rate obligations of the United States (“Treasury
Notes”) with an original maturity of approximately the Designated CMT Maturity Index and a
remaining term to maturity of not less than such Designated CMT Maturity Index minus one year. If
the Calculation Agent is unable to obtain three such Treasury Note quotations, the CMT Rate on such
CMT Rate Interest Determination Date will be calculated by the Calculation Agent and will be a
yield to maturity based on the arithmetic mean of the secondary market offered rates as of
approximately 3:30 P.M., New York City time, on such CMT Rate Interest Determination Date of three
Reference Dealers in The City of New York (from five such Reference Dealers selected by the
Calculation Agent and eliminating the highest quotation (or, in the event of equality, one of the
highest) and the lowest quotation (or, in the event of equality, one of the lowest)), for Treasury
Notes with an original maturity of the number of years that is the next highest to the Designated
CMT Maturity Index and a remaining term to maturity closest to the Designated CMT Maturity Index
and in an amount of at least $100 million. If three or four (and not five) of such Reference
Dealers are quoting as described above, then the CMT Rate will be based on the arithmetic mean of
the offered rates obtained and neither the highest nor the lowest of such quotes will be
eliminated; provided, however, that



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if fewer than three Reference Dealers so selected by the Calculation Agent are quoting as
mentioned herein, the CMT Rate determined as of such CMT Rate Interest Determination Date will be
the CMT Rate in effect on such CMT Rate Interest Determination Date. If two Treasury Notes with an
original maturity as described in the second preceding sentence have remaining terms to maturity
equally close to the Designated CMT Maturity Index, the Calculation Agent will obtain quotations
for the Treasury Note with the shorter remaining term to maturity.




CMT RATE INTEREST DETERMINATION DATE:




     The term “CMT Rate Interest Determination Date” shall mean any Interest Determination Date
relating to a Floating Rate Note for which the interest rate is determined with reference to the
CMT Rate.



COMMERCIAL PAPER RATE:




     The term “Commercial Paper Rate” for a particular Floating Rate Note, unless otherwise
indicated in the applicable Company Order, shall mean, with respect to any Interest Determination
Date, the Money Market Yield on such date of the rate for commercial paper having the Index
Maturity specified in such Company Order, as such rate shall be published in H.15(519) under the
caption “Commercial Paper– Nonfinancial” or, if not so published by 3:00 P.M., New York City time,
on the related Calculation Date, the rate on such Commercial Paper Rate Interest Determination Date
for commercial paper having the Index Maturity specified in the applicable Company Order as
published in H.15 Daily Update, or such other recognized electronic source used for the purpose of
displaying such rate, under the caption “Commercial Paper–Nonfinancial.” If such rate is not yet
published in H.15 Daily Update or another recognized electronic source by 3:00 P.M., New York City
time, on the related Calculation Date, then the Commercial Paper Rate on such Commercial Paper Rate
Interest Determination Date will be calculated by the Calculation Agent and will be the Money
Market Yield of the arithmetic mean of the offered rates at approximately 11:00 A.M., New York City
time, on such Commercial Paper Rate Interest Determination Date of three leading dealers of
commercial paper in The City of New York (which may include the Agents or their affiliates)
selected by the Calculation Agent for commercial paper having the Index Maturity specified in the
applicable Pricing Supplement placed for industrial issuers whose bond rating is “Aa,” or the
equivalent, from a nationally recognized statistical rating organization; provided, however, that
if the dealers so selected by the Calculation Agent are not quoting as mentioned in this sentence,
the Commercial Paper Rate determined as of such Commercial Paper Rate Interest Determination Date
will be the Commercial Paper Rate in effect on such Commercial Paper Rate Interest Determination
Date.



COMMERCIAL PAPER RATE INTEREST DETERMINATION DATE:




     The term “Commercial Paper Rate Interest Determination Date” shall mean any Interest
Determination Date relating to a Floating Rate Note for which the interest rate is determined with
reference to the Commercial Paper Rate.



COMMERCIAL PAPER RATE NOTES:




     The term “Commercial Paper Rate Notes” shall mean Floating Rate Notes which are specified in
the applicable Company Order as bearing interest at an interest rate calculated with reference to
the Commercial Paper Rate.



COMPANY ORDER:




     The term “Company Order” shall mean:



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     (a) a written order signed in the name of the Company by the Chairman of the Board, the
President or any Vice President and by the Secretary or an Assistant Secretary of the Company, and
delivered to the Trustee, to authenticate a Subordinated Note and to make it available for
delivery, and specifying for such Subordinated Note the following information:




     (1) the name of the Person in which a Subordinated Note to be issued and authenticated
shall be registered;




     (2) the address of such Person;




     (3) the taxpayer identification number of such Person;




     (4) the principal amount of such Subordinated Note and, if multiple Subordinated Notes
are to be issued to such Person, the denominations of such Subordinated Notes;




     (5) the Issue Price of such Subordinated Note;




     (6) the Original Issue Date of such Subordinated Note;




     (7) the date upon which such Subordinated Note is scheduled to mature and the Final
Maturity Date;




     (8) if the Subordinated Note is to be redeemable at the option of the Company, the
Initial Redemption Date and the date or dates on which, and the price or prices at which,
such Subordinated Note is redeemable at the option of the Company;




     (9) if the Subordinated Note is to be repayable prior to the Stated Maturity at the
option of the Holder, the date or dates on which, and the price or prices at which, such
Subordinated Note is repayable at the option of the Holder;




     (10) if the Subordinated Note is a Fixed Rate Note, the rate of interest on such
Subordinated Note and the Interest Payment Dates, if other than March 1 and September 1, and
the Record Dates, if other than February 15 and August 15;




     (11) if the Subordinated Note is an Original Issue Discount Note, its Yield to
Maturity;




     (12) if such Subordinated Note is an Amortizing Note, a table setting forth the
schedule of dates and amounts of payments of principal of and interest on such Subordinated
Note or the formula for the amortization of principal and/or interest;




     (13) if the Subordinated Note is a Reset Note, the Optional Interest Reset Date and the
formula, if any, for resetting the interest rate of a Fixed Rate Note or the Spread and/or
Spread Multiplier of a Floating Rate Note;




     (14) if the Subordinated Note is a Floating Rate Note, its:




(A) Initial Interest Rate




(B) Interest Rate Basis or Bases (including any
Designated LIBOR Currency and Designated LIBOR Page or any Designated
CMT Maturity Index and Designated CMT Moneyline Telerate Page)



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(C) Index Maturity




(D) Interest Determination Dates




(E) Interest Reset Period




(F) Initial Interest Reset Date




(G) Fixed Rate Commencement Date, if applicable




(H) Fixed Interest Rate, if applicable




(I) Interest Reset Dates




(J) Spread




(K) Spread Multiplier





(L) Maximum Interest Rate




(M) Minimum Interest Rate




(N) Interest Payment Dates




(O) Record Dates




     (15) If such Subordinated Note is a Floating Rate Note, whether it is a Regular
Floating Rate Note or a Floating Rate/Fixed Rate Note;




     (16) whether or not such Subordinated Note is to be issued in the form of a Global Note
to the Depositary;




     (17) the name and address of the Calculation Agent, if other than the Trustee;




     (18) if other than United States dollars or denominations of $1,000 and integral
multiples thereof, the authorized currency or denominations in which Subordinated Notes
shall be issued; and




     (19) all other information necessary for the issuance of such Subordinated Note not
inconsistent with the provisions of this Indenture; or



     (b) confirmation given to the Trustee by an officer of the Company designated by an Officers’
Certificate, by telephone, confirmed by telex or facsimile or similar writing, of the information
given to the Trustee by an Authorized Agent for the issuance of a Subordinated Note, and the
written order of the Company to authenticate such Subordinated Note and to make it available for
delivery.



COMPOSITE QUOTATIONS:




     The term “Composite Quotations” shall mean the daily statistical release “Composite 3:30 P.M.
Quotations for U. S. Government Securities” or any successor publication published by the Federal
Reserve Bank of New York.



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CUSIP:




     The term “CUSIP” shall mean the registered trademark “Committee on Uniform Securities
Identification Procedures” or “CUSIP” and a unique system of identification of each public issue of
a security owned by the American Bankers Association and administered by Standard and Poor’s
Corporation, as agent of the American Bankers Association.



DEPOSITARY:




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



DESIGNATED CMT MONEYLINE TELERATE PAGE:




     The term “Designated CMT Moneyline Telerate Page” shall mean the display on Moneyline Telerate
(or any successor service) on the page specified in the applicable Pricing Supplement (or any other
page as may replace such page on such service) for the purpose of displaying Treasury Constant
Maturities as reported in H.15(519) or, if no such page is specified in the applicable Pricing
Supplement, page 7052.



DESIGNATED CMT MATURITY INDEX:




     The term “Designated CMT Maturity Index” shall mean the original period to maturity of the
U.S. Treasury securities (either 1, 2, 3, 5, 7, 10, 20 or 30 years) specified in the applicable
Pricing Supplement with respect to which the CMT Rate will be calculated or, if no such maturity is
specified in the applicable Pricing Supplement, 2 years.



DESIGNATED LIBOR CURRENCY:




     The term “Designated LIBOR Currency” shall mean the currency or composite currency specified
in the applicable Company Order as to which LIBOR shall be calculated or, if no such currency or
composite currency is specified in the applicable Company Order, United States dollars.



DESIGNATED LIBOR PAGE:




     The term “Designated LIBOR Page” shall mean either (a) the display on the Reuters Monitor
Money Rates Service (or any successor service) on the page specified in such Company Order (or any
other page as may replace such page on such service) for the purpose of displaying the London
interbank rates of major banks for the Designated LIBOR Currency (if “LIBOR Reuters” is specified
in the applicable Company Order), or (b) the display on Moneyline Telerate (or any successor
service) on the page specified in the applicable Company Order (or any other page as may replace
such page on such service) for the purpose of displaying the London interbank rates of major banks
for the Designated LIBOR Currency (if “LIBOR Moneyline Telerate” is specified in the applicable
Company Order or neither “LIBOR Reuters” nor “LIBOR Moneyline Telerate” is specified in the
applicable Company Order as the method for calculating LIBOR).



ELEVENTH DISTRICT COST OF FUNDS RATE:




     The term “Eleventh District Cost of Funds Rate” shall mean, with respect to any Eleventh
District Cost of Funds Rate Interest Determination Date, the rate equal to the monthly weighted
average cost of



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funds for the calendar month immediately preceding the month in which such Eleventh District
Cost of Funds Rate Interest Determination Date falls as set forth under the caption “11th District”
on the display on Moneyline Telerate (or any successor service) on page 7058 (“Moneyline Telerate
Page 7058”) as of 11:00 A.M., San Francisco time, on such Eleventh District Cost of Funds Rate
Interest Determination Date. If such rate does not appear on Moneyline Telerate Page 7058 on such
Eleventh District Cost of Funds Rate Interest Determination Date, then the Eleventh District Cost
of Funds Rate on such Eleventh District Cost of Funds Rate Interest Determination Date shall be the
monthly weighted average cost of funds paid by member institutions of the Eleventh Federal Home
Loan Bank District that was most recently announced (the “Index”) by the Federal Home Loan Bank of
San Francisco (the “FHLB of San Francisco”) as such cost of funds for the calendar month
immediately preceding such Eleventh District Cost of Funds Rate Interest Determination Date. If
the FHLB of San Francisco fails to announce the Index on or prior to such Eleventh District Cost of
Funds Rate Interest Determination Date for the calendar month immediately preceding such Eleventh
District Cost of Funds Rate Interest Determination Date, the Eleventh District Cost of Funds Rate
determined as of such Eleventh District Cost of Funds Rate Interest Determination Date will be the
Eleventh District Cost of Funds Rate in effect on such Eleventh District Cost of Funds Rate
Interest Determination Date.




ELEVENTH DISTRICT COST OF FUNDS RATE INTEREST DETERMINATION DATE:




     The term “Eleventh District Cost of Funds Rate Interest Determination Date” shall mean any
Interest Determination Date relating to a Floating Rate Note for which the interest rate is
determined with reference to the Eleventh District Cost of Funds Rate.



FEDERAL FUNDS RATE:




     The terms “Federal Funds Rate” shall mean, with respect to any Federal Funds Rate Interest
Determination Date, the rate on such date for United States dollar federal funds as published in
H.15(519) under the heading “Federal Funds (Effective)”, as such rate is displayed on Moneyline
Telerate (or any successor service) on page 120 (“Moneyline Telerate Page 120”), or, if such rate
does not appear on Moneyline Telerate Page 120 or is not so published by 3:00 P.M., New York City
time, on the related Calculation Date, the rate on such Federal Funds Rate Interest Determination
Date for United States dollar federal funds as published in H.15 Daily Update, or such other
recognized electronic source used for the purpose of displaying such rate, under the caption
“Federal Funds (Effective).” If such rate is not yet published in H.15 Daily Update or another
recognized electronic source by 3:00 P.M., New York City time, on the related Calculation Date,
then the Federal Funds Rate on such Federal Funds Rate Interest Determination Date will be
calculated by the Calculation Agent and will be the arithmetic mean of the rates for the last
transaction in overnight United States dollar federal funds arranged by three leading brokers of
federal funds transactions in The City of New York (which may include the Agents or their
affiliates) selected by the Calculation Agent prior to 9:00 A.M., New York City time, on such
Federal Funds Rate Interest Determination Date; provided, however, that if the brokers so selected
by the Calculation Agent are not quoting as mentioned in this sentence, the Federal Funds Rate
determined as of such Federal Funds Rate Interest Determination Date will be the Federal Funds Rate
in effect on such Federal Funds Rate Interest Determination Date.



FEDERAL FUNDS RATE INTEREST DETERMINATION DATE:




     The term “Federal Funds Rate Interest Determination Date” shall mean any Interest
Determination Date relating to a Floating Rate Note for which the interest rate is determined with
reference to the Federal Funds Rate.



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FINAL MATURITY DATE:




     The term “Final Maturity Date” shall mean the date beyond which the Stated Maturity of a
particular Subordinated Note may not be extended at the option of the Company.



FIXED RATE AMORTIZING NOTE:




     The term “Fixed Rate Amortizing Note” shall mean a Fixed Rate Note which is an Amortizing
Note.



FIXED RATE NOTE:




     The term “Fixed Rate Note” shall mean a Subordinated Note which bears interest at a fixed rate
(which may be zero in the case of a Zero Coupon Note) specified in the applicable Company Order.



FLOATING RATE AMORTIZING NOTE:




     The term “Floating Rate Amortizing Note” shall mean a Floating Rate Note which is an
Amortizing Note.



FLOATING RATE NOTE:




     The term “Floating Rate Note” shall mean a Subordinated Note which bears interest at a
variable rate determined by reference to an interest rate formula, and includes a CD Rate Note, a
CMT Rate Note, a Commercial Paper Rate Note, an Eleventh District Cost of Funds Rate Note, a
Federal Funds Rate Note, a LIBOR Note, a Prime Rate Note or a Treasury Rate Note.



GLOBAL NOTE:




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



H.15(519):




     The term “H.15(519)” shall mean the weekly publication “Statistical Release H.15(519),
Selected Interest Rates” or any successor publication published by the Board of Governors of the
Federal Reserve System.



H.15 DAILY UPDATE:




     The term “H.15 Daily Update” shall mean the daily update of H.15(519), available through the
world-wide-web site of the Board of Governors of the Federal Reserve System at
http://www.federalreserve.gov/releases/h15/update, or any successor site or publication.



HIGHEST LAWFUL RATE:




     The term “Highest Lawful Rate” shall mean at the particular time in question the maximum rate
of interest which, under applicable law, the Holders are then permitted to charge on the
Subordinated Notes. If the maximum rate of interest which, under applicable law, the Holders are
permitted to charge on the Subordinated Notes shall change after the date of this Indenture
Supplement, the Highest Lawful



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Rate shall be automatically increased or decreased, as the case may be, from time to time as
of the effective time of each change in the Highest Lawful Rate without notice to the Company. For
purposes of determining the Highest Lawful Rate under the applicable law of the State of Texas, the
applicable rate ceiling shall be (a) the weekly rate ceiling described in and computed in
accordance with the provisions of Articles 5069.1D and 5069.1H.002, Title 79, Revised Civil
Statutes of Texas, 1925, as amended (“Art. 5069.1D”) or (b) if the parties subsequently contract as
allowed by applicable law, the quarterly ceiling or the annualized ceiling computed pursuant to
Art. 5069.1D; provided, however, that at any time the weekly rate ceiling, the quarterly ceiling or
the annualized ceiling shall be less than 18% per annum or more than 24% per annum, the provisions
of Section 1D.009 of said Art. 5069.1D shall control for purposes of such determination, as
applicable.




INDEX MATURITY:




     The term “Index Maturity” of a particular Floating Rate Note shall mean the period to Stated
Maturity of the instrument or obligation with respect to which the related Interest Rate Basis or
Bases of such Floating Rate Note is calculated, as specified in the applicable Company Order.



INITIAL INTEREST RATE:




     The term “Initial Interest Rate” for a particular Floating Rate Note shall mean the interest
rate specified in the applicable Company Order as in effect from the Original Issue Date of such
Floating Rate Note to its first Interest Reset Date.



INITIAL REDEMPTION DATE:




     The term “Initial Redemption Date” shall mean the earliest date, if any, on which a particular
Subordinated Note shall be redeemable at the option of the Company prior to the Stated Maturity of
such Subordinated Note, as specified in the applicable Company Order.



INTEREST ACCRUAL PERIOD:




     The term “Interest Accrual Period” for a particular Floating Rate Note shall mean the period
from the date of issue of such Floating Rate Note, or from an Interest Reset Date, if any, to its
next subsequent Interest Reset Date.



INTEREST DETERMINATION DATE:




     The term “Interest Determination Date” shall mean, with respect to the CD Rate, the CMT Rate,
the Commercial Paper Rate, the Federal Funds Rate and the Prime Rate, the second Business Day
immediately preceding the applicable Interest Reset Date; the “Interest Determination Date” with
respect to the Eleventh District Cost of Funds Rate shall be the last working day of the month
immediately preceding the applicable Interest Reset Date on which the FHLB of San Francisco
publishes the Index; and the “Interest Determination Date” with respect to LIBOR shall be the
second London Business Day immediately preceding the applicable Interest Reset Date, unless the
Designated LIBOR Currency is British pounds sterling, in which case the “Interest Determination
Date” shall be the applicable Interest Reset Date. With respect to the Treasury Rate, the
“Interest Determination Date” shall be the day in the week in which the applicable Interest Reset
Date falls on which day Treasury Bills are normally auctioned (Treasury Bills are normally sold at
an auction held on Monday of each week, unless such Monday is a legal holiday, in which case the
auction is normally held on the immediately succeeding Tuesday although such auction may be held on
the preceding Friday); provided, however, that if an auction is held on the Friday of the week
preceding the applicable Interest Reset Date, the “Interest Determination Date”



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shall be such preceding Friday; provided, further, that if the Interest Determination Date
would otherwise fall on an Interest Reset Date, then such Interest Reset Date shall be postponed to
the next succeeding Business Day. The “Interest Determination Date” pertaining to a Floating Rate
Note the interest rate of which is determined by reference to two or more Interest Rate Bases shall
be the most recent Business Day which is at least two Business Days prior to the applicable
Interest Reset Date for such Floating Rate Note on which each Interest Rate Basis is determinable.
Each Interest Rate Basis shall be determined as of such date, and the applicable interest rate
shall take effect on the applicable Interest Reset Date.




INTEREST PAYMENT DATE:




     (a) The term “Interest Payment Date” shall mean with respect to a Floating Rate Note,
including a Floating Rate Amortizing Note, such date or dates as specified in the applicable
Company Order, or if not so specified, which has an Interest Reset Date reset (1) daily, weekly or
monthly: the third Wednesday of each month or the third Wednesday of March, June, September and
December of each year, as specified in the applicable Company Order, (2) quarterly: the third
Wednesday of March, June, September and December of each year, as specified in the applicable
Company Order, (3) semiannually: the third Wednesday of the two months of each year, as specified
in the applicable Company Order; (4) annually: the third Wednesday of the month of each year, as
specified in the applicable Company Order, and, in each case, the Maturity Date of such Floating
Rate Note and, with respect to defaulted interest on such Floating Rate Note, the date established
by the Company for the payment of such defaulted interest. If any Interest Payment Date (other
than at Maturity) for any Floating Rate Note would fall on a day that is not a Business Day with
respect to such Floating Rate Note, such Interest Payment Date will be the immediately following
day that is a Business Day with respect to such Floating Rate Note, except that, in the case of a
LIBOR Note, if such Business Day with respect to such Floating Rate Note is in the next succeeding
calendar month, such Interest Payment Date shall be the immediately preceding London Business Day.



     (b) The term “Interest Payment Date” shall mean with respect to a Fixed Rate Note, including a
Fixed Rate Amortizing Note, each March 1 and September 1, or such other dates which are specified
in the applicable Company Order during the period such Fixed Rate Note is outstanding, the Maturity
Date of such Fixed Rate Note, and with respect to defaulted interest on such Fixed Rate Note, the
date established by the Company for the payment of such defaulted interest.



     (c) Notwithstanding the foregoing, the first Interest Payment Date for any Subordinated Note
originally issued between a Record Date and the next Interest Payment Date shall be the Interest
Payment Date following the next succeeding Record Date.



INTEREST RATE:




     (a) The term “Interest Rate” for a particular Floating Rate Note shall mean (1) from the date
of issue of such Floating Rate Note to the first Interest Reset Date for such Floating Rate Note,
the Initial Interest Rate, and (2) each Interest Accrual Period commencing on or after such First
Interest Reset Date, the Base Rate with reference to the Index Maturity for such Floating Rate Note
as specified in the applicable Company Order plus or minus the Spread, if any, multiplied by the
Spread Multiplier, if any; PROVIDED that in the event no Spread or Spread Multiplier is provided in
such Company Order, the Spread and Spread Multiplier shall be zero and one, respectively; PROVIDED,
FURTHER, in no event shall the Interest Rate be greater than the Maximum Interest Rate, if any, or
less than the Minimum Interest Rate, if any; PROVIDED, FURTHER, the Interest Rate in effect for the
ten days immediately prior to Maturity will be the Interest Rate in effect on the tenth day
preceding such Maturity; and PROVIDED, FURTHER, the Interest Rate will in no event be higher than
the maximum rate permitted by



11









 





Texas or other applicable law, as the same may be modified by United States federal laws of
general application.




     (b) The term “Interest Rate” for a particular Fixed Rate Note shall mean the interest rate
specified in the applicable Company Order.



INTEREST RATE BASIS:




     The term “Interest Rate Basis” shall mean with respect to (a) CD Rate Notes, the CD Rate, (b)
CMT Rate Notes, the CMT Rate, (c) Commercial Paper Rate Notes, the Commercial Paper Rate, (d)
Eleventh District Cost of Funds Note, the Eleventh District Cost of Funds Rate, (e) Federal Funds
Rate Notes, the Federal Funds Rate, (f) LIBOR Notes, LIBOR, (g) Prime Rate Notes, the Prime Rate,
(h) Treasury Rate Notes, the Treasury Rate, and (i) any other Floating Rate Note, the interest rate
formula which determines the variable rate at which such Subordinated Note bears interest.



INTEREST RESET DATE:




     The term “Interest Reset Date” shall mean, in the case of a Floating Rate Note, such date or
dates as specified in the applicable Company Order, or if not so specified, if such Floating Rate
Note is specified in the applicable Company Order as being reset (a) daily: each Business Day; (b)
weekly: the Wednesday of each week (with the exception of weekly reset Treasury Rate Notes which
reset the Tuesday of each week, except as specified below); (c) monthly: the third Wednesday of
each month (with the exception of monthly reset Floating Rate Notes as to which the Eleventh
District Cost of Funds Rate is an applicable Interest Rate Basis which will reset on the first
calendar day of the month); (d) quarterly: the third Wednesday of March, June, September and
December; (e) semiannually: the third Wednesday of the two months specified in the applicable
Company Order; and (f) annually: the third Wednesday of the month specified in the applicable
Company Order. If any Interest Reset Date for a Floating Rate Note would otherwise be a day which
is not a Business Day, such Interest Reset Date shall be postponed to the next succeeding day that
is a Business Day, except that in the case of a LIBOR Note, if such Business Day is in the next
succeeding calendar month, such Interest Reset Date shall be the immediately preceding London
Business Day. If, in the case of a Treasury Rate Note, an Interest Reset Date shall fall on a day
on which the Treasury auctions Treasury Bills, then such Interest Reset Date shall instead be the
first Business Day immediately following such auction.



INTEREST RESET PERIOD:




     The term “Interest Reset Period” shall mean for:



     (a) each Floating Rate Note on which interest is reset monthly, quarterly, semiannually or
annually, and each Fixed Rate Note, the period:




     (1) beginning on and including the Original Issue Date of such Subordinated Note or the
most recent Interest Payment Date on which interest was paid on such Subordinated Note, and




     (2) ending on but not including the next Interest Payment Date or, for the last
Interest Reset Period, the Maturity Date, of such Subordinated Note;



     (b) each Floating Rate Note on which interest is reset daily or weekly, the period:



12









 






     (1) beginning on and including the Original Issue Date of such Floating Rate Note, or
beginning on but excluding the most recent Record Date through which interest was paid on
such Subordinated Note, and




     (2) ending on and including the next Record Date or, for the last Interest Reset
Period, ending on but excluding the Maturity Date, of such Subordinated Note;



PROVIDED, HOWEVER, that the first Interest Reset Period for any Subordinated Note which has its
Original Issue date after a Record Date and prior to its next Interest Payment Date, shall begin on
and include such Original Issue Date and (i) end on and include the next Record Date for Floating
Rate Notes on which interest is reset daily or weekly, and (ii) end on but not include the second
Interest Payment Date after the Original Issue Date for all other Subordinated Notes.




ISSUE PRICE:




     The term “Issue Price” shall mean the price expressed as a percentage of the aggregate
principal amount of a Subordinated Note at which such Subordinated Note is issued.



LIBOR:




     The term “LIBOR,” unless otherwise indicated in the applicable Company Order, shall mean, with
respect to any LIBOR Interest Determination Date, the rate determined:




     (i) With respect to any LIBOR Interest Determination Date, LIBOR shall be either: (a)
if “LIBOR Moneyline Telerate” is specified in the applicable Company Order or if neither
“LIBOR Reuters” nor “LIBOR Moneyline Telerate” is specified in the applicable Company Order
as the method for calculating LIBOR, the rate for deposits in the Designated LIBOR Currency
having the Index Maturity specified in such Company Order, commencing on such Interest Reset
Date, that appears on the Designated LIBOR Page as of 11:00 A.M., London time, on such LIBOR
Interest Determination Date; or (b) if “LIBOR Reuters” is specified in the applicable
Pricing Supplement, the arithmetic mean of the offered rates (unless the Designated LIBOR
Page by its terms provides only for a single rate, in which case such single rate shall be
used) for deposits in the Designated LIBOR Currency having the Index Maturity specified in
such Pricing Supplement, commencing on the applicable Interest Reset Date, that appear (or,
if only a single rate is required as aforesaid, appears) on the Designated LIBOR Page as of
11:00 A.M., London time, on such LIBOR Interest Determination Date. If fewer than two such
offered rates so appear, or if no such rate so appears, as applicable, LIBOR on such LIBOR
Interest Determination Date shall be determined in accordance with the provisions described
in clause (ii) below.




     (ii) With respect to a LIBOR Interest Determination Date on which fewer than two
offered rates appear, or no rate appears, as the case may be, on the Designated LIBOR Page
as specified in clause (i) above, the Calculation Agent will request the principal London
offices of each of four major reference banks (which may include affiliates of the Agents)
in the London interbank market, as selected by the Calculation Agent, to provide the
Calculation Agent with its offered quotation for deposits in the Designated LIBOR Currency
for the period of the Index Maturity specified in the applicable Pricing Supplement,
commencing on the applicable Interest Reset Date, to prime banks in the London interbank
market at approximately 11:00 A.M., London time, on such LIBOR Interest Determination Date
and in a principal amount that is representative for a single transaction in the Designated
LIBOR Currency in such market at such time. If at least two such quotations are so
provided, then LIBOR on such LIBOR Interest Determination



13









 






Date shall be the arithmetic mean of such quotations. If fewer than two such quotations are
so provided, then LIBOR on such LIBOR Interest Determination Date shall be the arithmetic
mean of the rates quoted at approximately 11:00 A.M., in the applicable Principal Financial
Center, on such LIBOR Interest Determination Date by three major banks (which may include
affiliates of the Agents) in such Principal Financial Center selected by the Calculation
Agent for loans in the Designated LIBOR Currency to leading European banks, having the Index
Maturity specified in the applicable Company Order and in a principal amount that is
representative for a single transaction in the Designated LIBOR Currency in such market at
such time; provided, however, that if the banks so selected by the Calculation Agent are not
quoting as mentioned in this sentence, LIBOR determined as of such LIBOR Interest
Determination Date shall be LIBOR in effect on such LIBOR Interest Determination Date.



LIBOR INTEREST DETERMINATION DATE:




     The term “LIBOR Interest Determination Date” shall mean any Interest Determination Date
relating to a LIBOR Note.



LIBOR NOTES:




     The term “LIBOR Notes” shall mean Floating Rate Notes which are specified in the applicable
Company Order as bearing interest at an interest rate calculated with reference to LIBOR.



LONDON BUSINESS DAY:




     The term “London Business Day” shall mean any day on which dealings in the Designated LIBOR
Currency are transacted in the London interbank market.



MATURITY DATE:




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



MAXIMUM INTEREST RATE:




     The term “Maximum Interest Rate” shall mean the maximum rate of interest, if any, which may be
applicable to any Floating Rate Note during any Interest Accrual Period as specified in the
applicable Company Order.



MINIMUM INTEREST RATE:




     The term “Minimum Interest Rate” shall mean the minimum rate of interest, if any, which may be
applicable to any Floating Rate Note during any Interest Accrual Period as specified in the
applicable Company Order.



MONEY MARKET YIELD:




     The term “Money Market Yield” shall be the yield (expressed as a percentage) calculated in
accordance with the following formula:



14









 





Money Market Yield =
[(D x 360)/(360 - (D x M))] x 100




where “D” refers to the applicable per annum rate for commercial paper quoted on a bank discount
basis and expressed as a decimal, and “M” refers to the actual number of days in the applicable
Interest Reset Period.




NOTEHOLDER; HOLDER:




     The terms “Noteholder” or “Holder” shall mean any Person in whose name at the time a
particular Subordinated Note is registered in the register of the Company kept for that purpose in
accordance with the terms hereof.



OFFICERS’ CERTIFICATE:




     The term “Officers’ Certificate” when used with respect to the Company, shall mean a
certificate signed by the Chairman of the Board, the President or any Vice President and by the
Secretary or an Assistant Secretary of the Company.



OPTIONAL INTEREST RESET DATE:




     The term “Optional Interest Reset Date” shall mean each date on which the interest rate on a
Fixed Rate Reset Note or the Spread and/or Spread Multiplier of a Floating Rate Reset Note may be
reset at the option of the Company.



ORIGINAL ISSUE DATE:




     The term “Original Issue Date” shall mean for a particular Subordinated Note, or portions
thereof, the date upon which it, or such portion, was issued by the Company pursuant to this
Indenture or any indenture supplemental thereto and authenticated by the Trustee (other than in
connection with a transfer, exchange or substitution).



ORIGINAL ISSUE DISCOUNT NOTE:




     The term “Original Issue Discount Note” shall mean (i) a Subordinated Note that has a “stated
redemption price at maturity” that exceeds its “issue price”, each as defined for United States
federal income tax purposes, by at least 0.25% of its stated redemption price at maturity
multiplied by the number of complete years from the Original Issue Date to the Stated Maturity for
such Subordinated Note (or in the case of a Subordinated Note that provides for payment of any
amount other than the “qualified stated interest”, as defined for United States federal income tax
purposes, prior to maturity, the weighted average maturity of the Subordinated Note) and (ii) any
other Subordinated Note designated by the Company in the applicable Company Order as issued with
original issue discount for United States federal income tax purposes.



PERSON:




     The term “Person” shall mean any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization or government or any agency or
political subdivision thereof.



15









 





PRIME RATE:




     The term “Prime Rate” for a particular Floating Rate Note, unless otherwise indicated in the
applicable Company Order, shall mean, with respect to any Prime Rate Interest Determination Date,
the rate on such date as published in H.15(519) under the caption “Bank Prime Loan” or, if not
published by 3:00 P.M., New York City time, on the related Calculation Date, the rate on such Prime
Rate Interest Determination Date as published in H.15 Daily Update, or such other recognized
electronic source used for the purpose of displaying such rate, under the caption “Bank Prime
Loan.” If such rate is not yet published in H.15 Daily Update or another recognized electronic
source by 3:00 P.M., New York City time, on the related Calculation Date, then the Prime Rate shall
be the arithmetic mean of the rates of interest publicly announced by each bank that appears on the
Reuters Screen USPRIME1 Page (as hereinafter defined) as such bank’s prime rate or base lending
rate as of 11:00 A.M., New York City time, on such Prime Rate Interest Determination Date. If
fewer than four such rates appear on the Reuters Screen USPRIME1 Page for such Prime Rate Interest
Determination Date, then the Prime Rate shall be the arithmetic mean of the prime rates or base
lending rates quoted on the basis of the actual number of days in the year divided by a 360-day
year as of the close of business on such Prime Rate Interest Determination Date by four major money
center banks (which may include affiliates of the Agents) in The City of New York selected by the
Calculation Agent. If fewer than four such quotations are so provided, then the Prime Rate shall
be the arithmetic mean of four prime rates quoted on the basis of the actual number of days in the
year divided by a 360-day year as of the close of business on such Prime Rate Interest
Determination Date as furnished in The City of New York by the major money center banks, if any,
that have provided such quotations and by a reasonable number of substitute banks or trust
companies (which may include affiliates of the Agents) to obtain four such prime rate quotations,
provided such substitute banks or trust companies are organized and doing business under the laws
of the United States, or any State thereof, each having total equity capital of at least $500
million and being subject to supervision or examination by Federal or State authority, selected by
the Calculation Agent to provide such rate or rates; provided, however, that if the banks or trust
companies so selected by the Calculation Agent are not quoting as mentioned in this sentence, the
Prime Rate determined as of such Prime Rate Interest Determination Date will be the Prime Rate in
effect on such Prime Rate Interest Determination Date.



PRIME RATE NOTES:




     The term “Prime Rate Notes” shall mean Floating Rate Notes which are specified in the
applicable Company Order as bearing interest at an interest rate calculated with reference to the
Prime Rate.



PRINCIPAL AMOUNT:




     The term “principal amount” with respect to any Subordinated Note shall mean the principal
amount thereof set forth in the applicable Company Order; PROVIDED that in the case of any Original
Issue Discount Note, its principal amount as of (i) any date that the principal amount of such
Subordinated Note is to be repaid prior to its Stated Maturity, whether upon declaration of
acceleration, call for redemption, repayment at the option of the Noteholder or otherwise, or (ii)
any date that any consent, notice, request, direction, waiver or suit by the Noteholders shall be
deemed to be given, made or commenced under this Indenture, such term shall mean the Amortized Face
Amount of such Subordinated Note as of such date.



16









 





PRINCIPAL FINANCIAL CENTER:




     The term “Principal Financial Center” shall mean the capital city of the country to which the
Designated LIBOR Currency relates, except that with respect to United States dollars, Australian
dollars, Canadian dollars, euros, South African rand and Swiss francs, the “Principal Financial
Center” shall be The City of New York, Sydney, Toronto, Frankfurt, Johannesburg and Zurich,
respectively.



RECORD DATE:




     The term “Record Date” shall mean for the Interest Payment Date for the payment of interest
for an Interest Reset Period for a particular Subordinated Note, unless otherwise specified in the
applicable Company Order, (a) the day which is fifteen calendar days immediately prior to such
Interest Payment Date, whether or not such day is a Business Day, (b) the Maturity Date of such
Subordinated Note, unless such Maturity Date for a Fixed Rate Note is a March 1 or a September 1,
in which event the Record Date will be as provided in clause (a), and (c) a date which is not less
than five Business Days immediately preceding the Interest Payment Date of defaulted interest on
such Subordinated Note established by notice given by first-class mail by or on behalf of the
Company to the Holder of such Subordinated Note not less than fifteen calendar days prior to such
Interest Payment Date.



REDEMPTION DATE:




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



RESET NOTE:




     The term “Reset Note” shall mean a Fixed Rate Note, with respect to which the Company has the
option to reset the interest rate, and a Floating Rate Note, with respect to which the Company has
the option to reset the Spread and/or Spread Multiplier.



REUTERS SCREEN USPRIME1 PAGE:




     The term “Reuters Screen USPRIME1” shall mean the display designated as page “USPRIME1” on the
Reuters Monitor Money Rate Service (or such other page which may replace the USPRIME1 page on such
service) for the purpose of displaying the prime rate or base lending rate of major United States
banks.



SPREAD:




     The term “Spread” applicable to a particular Floating Rate Note shall mean the number of Basis
Points to be added to or subtracted from the related Interest Rate Basis or Bases applicable to
such Floating Rate Note as specified in the applicable Company Order, used in the calculation of
the Interest Rate for such Floating Rate Note.



SPREAD MULTIPLIER:




     The term “Spread Multiplier” applicable to a particular Floating Rate Note shall mean the
percentage of the related Interest Rate Basis or Bases applicable to such Floating Rate Note as
specified in the applicable Company Order, used in the calculation of the Interest Rate for such
Floating Rate Note.



17









 





STATED MATURITY:




     The term “Stated Maturity,” when used with respect to any Subordinated Note, shall mean the
date specified in such Subordinated Note as the date on which the principal of such Subordinated
Note is due and payable.



TREASURY:




     The term “Treasury” shall mean the United States Department of the Treasury.



TREASURY BILLS:




     The term “Treasury Bills” shall mean direct obligations of the United States.



TREASURY RATE:




     The term “Treasury Rate” for a particular Floating Rate Note, unless otherwise indicated in
the applicable Company Order, shall mean, with respect to any Treasury Rate Interest Determination
Date, the rate from the auction held on such Treasury Rate Interest Determination Date (the
“Auction”) of Treasury Bills having the Index Maturity specified in the applicable Company Order
under the caption “INVESTMENT RATE” on the display on Moneyline Telerate (or any successor service)
on page 56 (“Moneyline Telerate Page 56”) or page 57 (“Moneyline Telerate Page 57”) or, if not so
published by 3:00 P.M., New York City time, on the related Calculation Date, the auction average
rate of such Treasury Bills (expressed as a bond equivalent on the basis of a year of 365 or 366
days, as applicable, and applied on a daily basis) as otherwise announced by the United States
Department of the Treasury. In the event that the results of the Auction of Treasury Bills having
the Index Maturity specified in the applicable Company Order are not so published by 3:00 P.M., New
York City time, on the related Calculation Date, or if no such Auction is held, then the Treasury
Rate shall be the rate (expressed as a bond equivalent on the basis of a year of 365 or 366 days,
as applicable, and applied on a daily basis) on such Treasury Rate Interest Determination Date of
Treasury Bills having the Index Maturity specified in the applicable Company Order as published in
H.15(519) under the caption “U.S. Government Securities/Treasury Bills/Auction High” or, if not yet
published by 3:00 P.M., New York City time, on the related Calculation Date, the rate on such
Treasury Rate Interest Determination Date of such Treasury Bills as published in H.15 Daily Update,
or such other recognized electronic source used for the purpose of displaying such rate, under the
caption “U.S. Government Securities/Treasury Bills/Auction High.” If such rate is not yet
published in H.15 Daily Update or another recognized electronic source, then the Treasury Rate
shall be calculated by the Calculation Agent and shall be a yield to maturity (expressed as a bond
equivalent on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis)
of the arithmetic mean of the secondary market bid rates, as of approximately 3:30 P.M., New York
City time, on such Treasury Rate Interest Determination Date, of three leading primary United
States government securities dealers (which may include the Agents or their affiliates) selected by
the Calculation Agent, for the issue of Treasury Bills with a remaining maturity closest to the
Index Maturity specified in the applicable Company Order; provided, however, that if the dealers so
selected by the Calculation Agent are not quoting as mentioned in this sentence, the Treasury Rate
determined as of such Treasury Rate Interest Determination Date shall be the Treasury Rate in
effect on such Treasury Rate Interest Determination Date.



18









 





TREASURY RATE NOTES:




     The term “Treasury Rate Notes” shall mean Floating Rate Notes which are specified in the
applicable Company Order as bearing interest at an interest rate calculated with reference to the
Treasury Rate.



TRUSTEE:




     The term “Trustee” shall mean JPMorgan Chase Bank, N.A. and shall also include any successor
Trustee.



YIELD TO MATURITY:




     The term “Yield to Maturity” shall mean for a particular Subordinated Note the yield to
maturity of such Subordinated Note, computed in accordance with generally accepted United States
bond yield computation principles and expressed as a percentage, specified in the applicable
Company Order.



ZERO COUPON NOTE:




     The term “Zero Coupon Note” means a Subordinated Note issued at a price representing a
discount from the principal amount payable at maturity and bearing a zero fixed rate of interest.




ARTICLE TWO

TERMS AND ISSUANCE OF THE SUBORDINATED NOTES




     Section 2.01. Issuance and Designation. A Series of Subordinated Debt Securities
which shall be designated as the Company’s “Subordinated Medium-Term Notes, Series F” shall be
executed, authenticated and delivered from time to time in accordance with the provisions of, and
shall in all respects be subject to, the terms, conditions and covenants of, the Indenture and this
Indenture Supplement (including the form of Subordinated Notes set forth in Exhibits A
and B). The aggregate principal amount of the Subordinated Notes which may be
authenticated and delivered under the Indenture Supplement (together with the aggregate principal
amount of the Company’s Senior Medium-Term Notes, Series F) shall not, except as permitted by the
provisions of the Indenture, exceed $500,000,000; provided, however, the Subordinated Notes may be
reopened, without the consent of the Holders, for the issuance of additional Subordinated Notes as
may be authorized by the Board of Directors of the Company and set forth in an Officers’
Certificate delivered to the Trustee.



     Section 2.02. Form and Other Terms of Subordinated Notes; Incorporation of Terms. (a)
Subject to subsection (b) below, the Subordinated Notes shall be in the form attached hereto as
Exhibits A and B, respectively. The Subordinated Notes shall be registered
in such names, shall be in such amounts and shall have such Original Issue Dates, Interest Rates,
Maturity Dates, Redemption Dates, if any, and such other terms as are communicated by the Company
to the Trustee in accordance with the Administrative Procedures described in the Distribution
Agreement, dated March 31, 2005, between the Company and the agents named therein. The terms of
such Subordinated Notes are herein incorporated by reference and are part of this Indenture
Supplement.



     (b) Any Subordinated Note may be issued without the consent of the Holders of any Subordinated
Notes in any such other form or forms and have such other term or terms that may be established
consistent with the Indenture and this Indenture Supplement, including, but not limited to,
Subordinated Notes denominated in a foreign currency (“Foreign Currency Subordinated Notes”), and
Subordinated Notes that initially bear interest at a fixed rate or floating rate through a certain
date and



19









 





then bear interest as established by a remarketing agent for either a period of 365 days or
less or a period of more than 365 days (“Remarketed Subordinated Notes”).




     Section 2.03. Depository for Global Securities. The Depositary for any Global
Securities of the series of which a Subordinated Note is a part shall be the Depository Trust
Company in The City of New York.



     Section 2.04. Place of Payment. The Place of Payment in respect of the Subordinated
Notes will be at the principal office or agency of the Company in Dallas, Texas or at the office or
place of business of the Trustee or its successor in trust under the Indenture, which, at the date
hereof, is located at Chase Global Trust, 2001 Bryan Street, Floor 11, Dallas, Texas 75201.




ARTICLE THREE

DEFEASANCE




     Section 3.01. Option to Effect Legal Defeasance. The Company may, at any time, with
respect to the Subordinated Notes, elect to have either Section 13.01 of the Indenture or Section
3.02 of this Indenture Supplement be applied to all outstanding Subordinated Notes upon compliance
with the conditions set forth in Article Thirteen of the Indenture and below in this Article Three.



     Section 3.02. Legal Defeasance. Upon the Company’s exercise under Section 3.01 of
this Indenture Supplement of the option applicable to Section 13.01 of the Indenture, the Company
may terminate its obligations under the Subordinated Notes, the Indenture and this Indenture
Supplement by complying with the terms and conditions of Section 13.01 of the Indenture; provided,
however, that the Opinion of Counsel delivered to the Trustee will also state that either (A) the
Company has received from, or there has been published by, the Internal Revenue Service, a ruling
or (B) since the date hereof, there has been a change in the applicable federal income tax law, in
either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the
holders of the outstanding Subordinated Notes will not recognize income, gain or loss for federal
income tax purposes as a result of such defeasance and will be subject to federal income tax on the
same amounts, in the same manner and at the same times as would have been the case if such
defeasance had not occurred.




ARTICLE FOUR

MISCELLANEOUS




     Section 4.01. Ratification of Indenture. As supplemented by this Indenture
Supplement, the Indenture is in all respects ratified and confirmed and the Indenture as so
supplemented by this Indenture Supplement shall be read, taken and construed as one and the same
instrument.



     Section 4.02. Conflict with Trust Indenture Act. If any provision hereof limits,
qualifies or conflicts with another provision hereof which is required to be included in this
Indenture Supplement by any of the provisions of the Trust Indenture Act, such required provisions
shall control.



     Section 4.03. Effect of Headings. The article and section headings herein are
included for convenience only and shall not affect the construction hereof.



     Section 4.04. Counterparts. This Indenture Supplement may be executed in any number
of counterparts, each of which shall be an original; but such counterparts shall together
constitute but one and the same instrument.



20









 





     Section 4.05. Severability. In case any provision of this Indenture Supplement or in
the Subordinated Notes shall be found invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or impaired thereby.



     Section 4.06. Benefits of Indenture Supplement. Nothing in this Indenture Supplement
or in the Subordinated Notes, express or implied, shall give to any Person, other than the parties
hereto and their successors hereunder and the Holders, any benefit or any legal or equitable right,
remedy or claim under this Indenture Supplement.



     Section 4.07. Acceptance of Trusts. JPMorgan Chase Bank, N.A. hereby accepts the
trusts in this Indenture Supplement declared and provided, upon the terms and conditions herein and
in the Indenture set forth.



     Section 4.08. Governing Law. This Indenture Supplement and each Subordinated Note
issued hereunder shall be deemed to be a contract made under the laws of the State of Texas, and
for all purposes shall be construed in accordance with the laws of said State.



     Section 4.09. Compliance with Law. It is the intent of the Company and the Holders of
the Subordinated Notes to conform to and contract in strict compliance with applicable usury law
from time to time in effect. All agreements between the Holders of the Subordinated Notes and the
Company are hereby limited by the provisions of this Section 4.09 which shall override and control
all such agreements, whether now existing or hereafter arising and whether written or oral. In no
way, nor in any event or contingency (including but not limited to prepayment, default, demand for
payment, or acceleration of the maturity of any obligation), shall the interest taken, reserved,
contracted for, charged or received under this Indenture Supplement or the Subordinated Notes or
otherwise, exceed the Highest Lawful Rate. If, from any possible construction of any document,
interest would otherwise be payable in excess of the Highest Lawful Rate, any such construction
shall be subject to the provisions of this Section 4.09 and such document shall be automatically
reformed and the interest payable shall be automatically reduced to the Highest Lawful Rate,
without the necessity of execution of any amendment or new document. If the Holders shall ever
receive anything of value which is characterized as interest under applicable law and which would
apart from this provision be in excess of the Highest Lawful Rate, an amount equal to the amount
which would have been excessive interest shall, without penalty, be applied to the reduction of the
principal amount owing on the Subordinated Notes in the inverse order of its maturity and not to
the payment of interest, or refunded to the Company if and to the extent such amount which would
have been excessive exceeds such unpaid principal. The right to accelerate the maturity of the
Subordinated Notes does not include the right to accelerate any interest which has not otherwise
accrued on the date of such acceleration, and the Holders do not intend to charge or receive any
unearned interest in the event of acceleration. All interest paid or agreed to be paid to the
Holders shall, to the extent permitted by applicable law, be amortized, prorated, allocated and
spread throughout the full stated term (including any renewal or extension) of the Subordinated
Notes so that the amount of interest on account of the Subordinated Notes does not exceed the
Highest Lawful Rate.



[Remainder of page intentionally left blank.]




21









 








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



	 	 	 	 	 
	 	 	CENTEX CORPORATION
	 
	 	 	 	 
	[SEAL]
	 	 	 	 
	 
	 	 	 	 
	Attest:

	 	By:	 	 
	

	 	 	 	 
	

	 	 	 	Gail M. Peck
	

	 	 	 	Vice President and Treasurer
	 
	 	 	 	 
	 
	 	 	 	 
	Paul Johnston

Vice President, Corporate Counsel and

Assistant Secretary
	 	 	 	 
	 
	 	 	 	 
	 	 	JPMORGAN CHASE BANK, N.A., as Trustee
	 
	 	 	 	 
	[SEAL]
	 	 	 	 
	 
	 	 	 	 
	Attest:

	 	By:	 	 
	

	 	 	 	 
	

	 	 	 	Carol Logan
	

	 	 	 	Vice President
	 
	 	 	 	 
	 
	 	 	 	 
	Name:
	 	 	 	 
	Title:
	 	 	 	 






22









 






	 	 	 
	STATE OF TEXAS

	 	§
	

	 	§
	COUNTY OF DALLAS

	 	§






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



GIVEN UNDER MY HAND AND SEAL OF OFFICE, this ____ day of March, 2005.




	 	 	 
	

	 	 
	

	 	Notary Public in and for the State of Texas
	 
	 	 
	My commission expires:
	 	 
	

	 	 
	 

	 	Printed Name of Notary Public
	 
	 	 
	 
	 	 





	 	 	 
	STATE OF TEXAS

	 	§
	

	 	§
	COUNTY OF HARRIS

	 	§






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



GIVEN UNDER MY HAND AND SEAL OF OFFICE, this ____ day of March, 2005.




	 	 	 
	

	 	 
	

	 	Notary Public in and for the State
of Texas
 
	My commission expires:
	 	 
	

	 	 
	

	 	Printed Name of Notary Public
	 
	 	 
	 
	 	 






23









 






EXHIBIT A




Global Subordinated Fixed Rate Note




	 	 	 
	REGISTERED
	 	PRINCIPAL AMOUNT
	NO.                    
	 	         $                                 






CENTEX CORPORATION

Subordinated Medium-Term Note, Series F

Fixed Rate




     Unless this Subordinated Note is presented by an authorized representative of The Depository
Trust Company, a New York corporation, 55 Water Street, New York, New York (“DTC”), to Centex
Corporation, a Nevada corporation (herein called the “Company,” which term includes any successor
person under the Indenture referred to on the reverse hereof), or its agent for registration of
transfer, exchange or payment, and any Subordinated Note issued is registered in the name of Cede &
Co., or in such other name as is requested by an authorized representative of DTC (and any payment
is made to Cede & Co. or to such other entity as is requested by an authorized representative of
DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.



     Unless and until it is exchanged in whole or in part for Subordinated Notes in certificated
form, this Subordinated Note may not be transferred except as a whole by DTC to a nominee of DTC or
by a nominee of DTC to DTC or another nominee of DTC or by DTC or any such nominee to a successor
of DTC or a nominee of such successor of DTC.



     The following summary of terms is subject to the provisions set forth below:



	 	 	 	 	 	 	 
	CUSIP No.:

	 	 	 	OPTION TO ELECT REPAYMENT:
	 	o Yes o No
	 
	 	 	 	 	 	 
	ORIGINAL ISSUE DATE(S):

	 	 	 	OPTIONAL REPAYMENT DATE:
	 	o Yes o No
	 
	 	 	 	 	 	 
	PRINCIPAL AMOUNT:

	 	 	 	CURRENCY:	 	 
	 
	 	 	 	 	 	 
	STATED MATURITY DATE:

	 	 	 	OPTIONAL INTEREST RESET:
	 	o Yes o No
	 
	 	 	 	 	 	 
	INTEREST RATE:

	 	 	 	OPTIONAL INTEREST RESET	 	 
	

	 	 	 	DATES:	 	 
	 
	 	 	 	 	 	 
	INTEREST PAYMENT DATES:

	 	 	 	ORIGINAL ISSUE DISCOUNT	 	 
	

	 	 	 	NOTE:
	 	o Yes o No
	 
	 	 	 	 	 	 
	

	 	 	 	ISSUE PRICE (percentage of	 	 
	RECORD DATES:

	 	 	 	principal):	 	 
	 
	 	 	 	 	 	 
	OPTIONAL REDEMPTION:

	 	o Yes o No
	 	YIELD TO MATURITY:	 	 
	 
	 	 	 	 	 	 
	INITIAL REDEMPTION DATE:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	AMORTIZING NOTE:

	 	o Yes o No
	 	ANNEX ATTACHED (and incorporated by

reference herein):
	 	o Yes o No






1









 






	 	 	 
	AUTHORIZED DENOMINATION:

	 	OTHER/ADDITIONAL
	

	 	PROVISIONS:







	 	   	o   $1,000 and integral multiples thereof

o   Other:





     The Company, for value received, hereby promises to pay to Cede & Co., or registered assigns,
the principal sum specified above, in such coin or currency of the                                          as at the time
of payment is legal tender for payment of public and private debts, on the Maturity Date specified
above and to pay interest thereon, in such coin or currency, from and including the Original Issue
Date (or if this Global Subordinated Note has two or more Original Issue Dates, interest shall,
beginning on each such Original Issue Date, begin to accrue for that part of the principal amount
to which such Original Issue Date is applicable) specified above, or from and including the most
recent Interest Payment Date specified above to which interest has been paid or duly provided for,
as the case may be. Interest shall be paid in arrears semiannually on each Interest Payment Date
in each year commencing on (a) the first such Interest Payment Date next succeeding the earliest
Original Issue Date or Dates, or (b) if such Original Issue Date is after a Record Date and prior
to the first Interest Payment Date, on the second Interest Payment Date, at a rate per annum from
time to time equal to the lesser of (i) the Highest Lawful Rate (as defined in the Indenture) or
(ii) the per annum Interest Rate set forth above until Maturity and the principal hereof is paid or
made available for payment. The interest so payable and punctually paid or duly provided for on
any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name
this Subordinated Note is registered at the close of business on the Record Date specified above
next preceding such Interest Payment Date; PROVIDED, HOWEVER, that if an Original Issue Date falls
between a Record Date and the next Interest Payment Date, the first payment of interest with
respect to such Original Issue Date will be made on the second Interest Payment Date subsequent to
such Original Issue Date to the Person in whose name this Subordinated Note is registered at the
close of business on the Record Date for such second Interest Payment Date; and PROVIDED, FURTHER,
that interest payable on the Maturity Date or, if applicable, upon redemption, shall be payable to
the Person to whom principal shall be payable. Except as otherwise provided in the Indenture, any
such interest not so punctually paid or duly provided for will forthwith cease to be payable to the
Holder on such Record Date and shall be paid to the Person in whose name this Subordinated Note is
registered at the close of business on a Record Date for the payment of such defaulted interest to
be fixed by the Company, notice whereof shall be given to Subordinated Noteholders not less than
fifteen calendar days prior to such Record Date. Payment of the principal of and any premium and
interest on this Subordinated Note shall be made on or before 10:30 A.M., New York City time or
such other time as shall be agreed upon between the Trustee and the Depositary, on the day on which
such payment is due, by wire transfer into the account specified by the Depositary; PROVIDED,
HOWEVER, that as a condition to the payment at the Maturity Date of any part of the principal and
any applicable premium of this Global Subordinated Note, the Depositary shall surrender, or cause
to be surrendered, this Global Subordinated Note to the Trustee. The Company will pay any
administrative costs imposed by banks in connection with making payments by wire transfer, but not
any tax, assessment or governmental charge imposed on the Holder of this Subordinated Note.



     Under certain circumstances, this Global Subordinated Note is exchangeable in whole or from
time to time in part for a definitive individual Subordinated Note or Subordinated Notes, with the
same Original Issue Date or Dates, Maturity Date, Interest Rate and redemption and other provisions
as provided herein or in the Indenture.



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



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



2









 





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



3









 





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



	 	 	 	 	 
	Dated:
	 	 	 	 
	 
	 	 	 	 
	 	 	CENTEX CORPORATION
	 
	 	 	 	 
	[SEAL]
	 	 	 	 
	

	 	By:	 	 
	

	 	 	 
	

	 	 	Gail M. Peck
	

	 	 	Vice President and Treasurer






	 	 	 
	ATTEST:

	 	 
	 
	 	 
	 
	 	 
	Paul Johnston
	 	 
	Vice President, Corporate Counsel and Assistant Secretary
	 	 
	 
	 	 
	TRUSTEE’S CERTIFICATE
	 	 
	     OF AUTHENTICATION
	 	 
	 
	 	 
	This is one of the Subordinated Notes referred
	 	 
	to in the within-mentioned Indenture.
	 	 
	 
	 	 
	JPMORGAN CHASE BANK, N.A., as Trustee
	 	 
	 
	 	 





	 	 	 	 	 
	By:

	 	 	 	 
	

	 	 	 
	

	Authorized Signatory	 	 






4









 






[REVERSE OF GLOBAL SUBORDINATED FIXED RATE NOTE]




CENTEX CORPORATION

SUBORDINATED FIXED RATE MEDIUM-TERM NOTE, SERIES F




     This Global Subordinated Note is one of, and a global security which represents Subordinated
Notes which are part of, a duly authorized issue of Subordinated Debt Securities of the Company
(herein called the “Subordinated Notes”), issued and to be issued in one or more Series under an
Indenture dated as of March 12, 1987 (herein, together with all indentures supplemental thereto,
called the “Subordinated Indenture”) between the Company and JPMorgan Chase Bank, N.A., as Trustee
(formerly, Texas Commerce Bank National Association) (herein called the “Trustee,” which term
includes any successor Trustee under the Subordinated Indenture), to which Subordinated Indenture
and all indentures supplemental thereto (including the Indenture Supplement dated as of March 31,
2005 which authorizes the Subordinated Notes) reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of the Company, the
Trustee and the Subordinated Noteholders, and of the terms upon which the Subordinated Notes are,
and are to be, authenticated and delivered. All terms used in this Subordinated Note which are
defined in the Subordinated Indenture or in any indenture supplemental thereto but are not defined
in this Subordinated Note shall have the meanings assigned to them in the Subordinated Indenture or
in any indenture supplemental thereto.



     Each Subordinated Note shall be dated the date of its authentication by the Trustee. Each
Subordinated Note shall also bear an Original Issue Date or Dates which with respect to this Global
Subordinated Note (or any portion thereof) shall mean the date or dates of the original issue of
the Subordinated Notes represented hereby as specified on the face hereof, and such Original Issue
Date or Dates shall remain the same for all Subordinated Notes subsequently issued upon transfer,
exchange or substitution of such original Subordinated Note (or such subsequently issued
Subordinated Notes) regardless of their dates of authentication. The Subordinated Notes may bear
different dates, mature at different times, bear interest at different rates, be subject to
different redemption provisions, if any, and may otherwise vary, all as provided in the
Subordinated Indenture.



     The indebtedness evidenced by the Subordinated Notes is, to the extent and in the manner
provided in the Subordinated Indenture and Indenture Supplement, subordinated and subject in right
of payment to the prior payment in full of all Senior Indebtedness of the Company. As provided in
the Subordinated Indenture, each holder of this Subordinated Note, by his acceptance hereof, agrees
to and shall be bound by all the provisions of the Subordinated Indenture relating to such
subordination and authorizes the Trustee to take such action in his behalf as may be necessary or
appropriate to effectuate the subordination as provided in the Subordinated Indenture and appoints
the Trustee his attorney-in-fact for any and all such purposes.



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



     Unless otherwise specified on the face hereof or the Company Order, if this Subordinated Note
is an Amortizing Note, payments with respect to this Subordinated Note will be applied first to
interest due and payable hereon and then to the reduction of the unpaid principal amount hereof.
If this Subordinated Note is an Amortizing Note, a table setting forth the schedule of dates and
amounts of payments of principal of and interest on this Subordinated Note or the formula for the
amortization of principal and/or interest is set forth in an annex attached to this Subordinated
Note.



5









 





     All percentages resulting from any calculation with respect to this Subordinated Note will be
rounded, if necessary, to the nearest one hundred-thousandth of a percentage point (with five
one-millionths of a percentage point rounded upward) and all dollar or foreign or composite
currency amounts used in or resulting from any such calculation with respect to this Subordinated
Note will be rounded, in the case of United States dollars, to the nearest cent or, in the case of
a foreign or composite currency, to the nearest unit (with one-half cent or unit being rounded
upward).



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



     This Subordinated Note will be redeemable at the option of the Company prior to its Stated
Maturity Date only if an Initial Redemption Date is specified on the face hereof. If so specified,
this Subordinated Note will be subject to redemption at the option of the Company on any date on
and after such Initial Redemption Date in whole or from time to time in part in increments of
$1,000 or any other integral multiple thereof, at the redemption prices specified in an annex
attached to this Subordinated Note, plus accrued and unpaid interest to but excluding the date of
redemption, but payments due with respect to this Subordinated Note prior to the date of redemption
will be payable to the Holder of this Subordinated Note of record at the close of business on the
relevant Record Date specified on the face hereof, all as provided in the Subordinated Indenture.
Notice of such redemption shall be given by mailing by first-class mail a notice of such redemption
not less than 20 nor more than 60 calendar days prior to the date fixed for redemption to the
Holder of this Subordinated Note, in accordance with the provisions of the Subordinated Indenture.
In the event of redemption of this Subordinated Note in part only, this Subordinated Note will be
canceled and a new Subordinated Note or Subordinated Notes representing the unredeemed portion
hereof will be issued in the name of the Holder hereof. This Subordinated Note is not subject to a
sinking fund unless otherwise specified in an annex attached hereto.



     If so specified on the face of this Subordinated Note, (i) this Subordinated Note shall be
subject to repayment, in whole or in part, prior to the Stated Maturity Date at the option of the
Holder on a certain date or dates and at a certain price or prices, plus accrued and unpaid
interest to but excluding the date of payment; and/or (ii) the Interest Rate specified on the face
hereof may be reset by the Company in accordance with a formula or otherwise on the Optional
Interest Reset Date or Dates specified on the face hereof.



     Notwithstanding anything herein to the contrary, if this Subordinated Note is an Original
Issue Discount Note as specified on the face hereof, the amount payable in the event the principal
amount hereof is declared to be due and payable immediately by reason of an Event of Default or in
the event of redemption or repayment hereof prior to the Stated Maturity hereof, in lieu of the
principal amount due at the Stated Maturity hereof, shall be the Amortized Face Amount of this
Subordinated Note as of the date of declaration, redemption or repayment, as the case may be. The
“Amortized Face Amount” of this Subordinated Note shall be the amount equal to the principal amount
of this Subordinated Note multiplied by the Issue Price specified on the face hereof plus (b) the
portion of the difference between the dollar amount thus obtained and the principal amount hereof
that has accreted at the Yield to Maturity specified on the face hereof (computed in accordance
with generally accepted United States bond yield computation principles) to such date of
declaration, redemption or repayment but in no event shall the Amortized Face Amount of this
Subordinated Note exceed the principal amount stated on the face hereof.



     In case an Event of Default shall have occurred and be continuing with respect to the
Subordinated Notes, the principal hereof may be declared, and upon such declaration shall become,
due and payable, in the manner, with the effect and subject to the conditions provided in the
Subordinated Indenture. The Subordinated Indenture provides that in certain events such
declaration and its consequences may be waived by the Holders of a majority in aggregate principal
amount of the Subordinated Notes then outstanding. An Event of Default with respect to the
Subordinated Debt Security of any other Series issued under the Subordinated Indenture, including
the failure to



6









 





make any payment of principal or interest with respect thereto when and as due, will not be an
Event of Default with respect to the Subordinated Notes.




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



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



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



     If at any time the Depositary for this Global Note notifies the Company that it is unwilling
or unable to continue as Depositary for this Global Note or if at any time the Depositary for this
Global Note shall no longer be registered as a clearing agency under the Securities Exchange Act of
1934, as amended, or any successor statute or regulation, the Company may appoint a successor
Depositary with respect to this Global Note. If (A) a successor Depositary for this Global Note is
not appointed by the Company within 60 calendar days after the Company receives such notice or
becomes aware of such ineligibility, or (B) any Notes are represented by this Global Note at a time
when an Event of Default with respect to the Notes shall have occurred and be continuing, then in
each case the Company’s election to issue this Note in global form shall no longer be effective
with respect to this Global Subordinated Note and the Company will execute, and the Trustee, upon
receipt of a Company Order for the authentication and delivery of individual Subordinated Notes in
exchange for this Global Subordinated Note, shall authenticate and make available for delivery,
individual Subordinated Notes of like tenor and terms in definitive



7









 





form in an aggregate principal amount equal to the principal amount of this Global
Subordinated Note in exchange for this Global Subordinated Note.




     If agreed by the Company and the Depositary with respect to Subordinated Notes issued in the
form of this Global Subordinated Note, the Depositary for such Global Subordinated Note shall
surrender this Global Subordinated Note in exchange in whole or in part for individual Subordinated
Notes of like tenor and terms in definitive form on such terms as are acceptable to the Company and
such Depositary. Thereupon the Company shall execute, and the Trustee shall authenticate and make
available for delivery, without a service charge, (1) to each Person specified by such Depositary,
a new Subordinated Note or Subordinated Notes of like tenor and terms, and of any authorized
denominations as requested by such Person in aggregate principal amount equal to and in exchange
for the beneficial interest of such Person in this Global Subordinated Note, and (2) to such
Depositary a new Global Subordinated Note of like tenor and terms and in a denomination equal to
the difference, if any, between the principal amount of this Global Subordinated Note and the
aggregate principal amount of Subordinated Notes delivered to Holders thereof.



     Under certain circumstances specified in the Subordinated Indenture, the Depositary may be
required to surrender any two or more Global Subordinated Notes which have identical terms (but
which may have differing Original Issue Dates) to the Trustee, and the Company shall execute and
the Trustee shall authenticate and deliver to, or at the direction of, the Depositary a Global
Subordinated Note in principal amount equal to the aggregate principal amount of, and with all
terms identical to, the Global Subordinated Notes surrendered to the Trustee, and such new Global
Subordinated Note shall indicate each applicable Original Issue Date and the principal amount
applicable to each such Original Issue Date.



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



     The Subordinated Indenture contains provisions for the satisfaction and discharge of the
Subordinated Indenture upon compliance by the Company with certain conditions specified therein,
which provisions apply to this Subordinated Note.



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



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



     It is the intent of the Company and the Holders of this Subordinated Note to conform to and
contract in strict compliance with applicable usury law from time to time in effect. All
agreements between the Holders of this Subordinated Note and the Company are hereby limited by the
provisions of this paragraph which shall override and control all such agreements, whether now
existing or hereafter arising and whether written or oral. In no way, nor in any event or
contingency (including but not limited to prepayment, default, demand for payment, or acceleration
of the maturity of any obligation), shall the interest taken, reserved, contracted for, charged or
received under this



8









 





Subordinated Note or otherwise exceed the Highest Lawful Rate. If, from any possible
construction of any document, interest would otherwise be payable in excess of the Highest Lawful
Rate, any such construction shall be subject to the provisions of this paragraph and such document
shall be automatically reformed and the interest payable shall be automatically reduced to the
Highest Lawful Rate, without the necessity of execution of any amendment or new document. If the
Holders of this Subordinated Note shall ever receive anything of value which is characterized as
interest under applicable law and which would apart from this provision be in excess of the Highest
Lawful Rate, an amount equal to the amount which would have been excessive interest shall, without
penalty, be applied to the reduction of the principal amount owing on this Subordinated Note in the
inverse order of its maturity and not to the payment of interest, or refunded to the Company if and
to the extent such amount which would have been excessive exceeds such unpaid principal. The right
to accelerate the maturity of this Subordinated Note does not include the right to accelerate any
interest which has not otherwise accrued on the date of such acceleration, and the Holders of this
Subordinated Note do not intend to charge or receive any unearned interest in the event of
acceleration. All interest paid or agreed to be paid to the Holders of this Subordinated Note
shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread
throughout the full stated term (including any renewal or extension) of this Subordinated Note so
that the amount of interest on account of this Subordinated Note does not exceed the Highest Lawful
Rate.




9









 








OPTION TO ELECT REPAYMENT




     The undersigned hereby irrevocably request(s) and instruct(s) the Company to repay this
Subordinated Note (or portion hereof specified below) pursuant to its terms at a price equal to
100% of the principal amount to be repaid, together with unpaid interest accrued hereon to the
Repayment Date, to the undersigned at                                                                                                                                                                 

                                        .



     If less than the entire principal amount of this Subordinated Note is to be repaid, specify
the portion hereof (which shall be increments of                     ) which the holder elects to have
repaid and specify the denomination or denominations (which shall be an authorized denomination)
not less than                      of the Subordinated Notes to be issued to the Holder for the portion of
this Subordinated Note not being repaid (in the absence of any such specification, one such
Subordinated Note will be issued for the portion not to be repaid).



Principal Amount

to be Repaid:



	 	 	 
	 

	 	$                     






CUSIP Number or other identifier:




	 	 	 	 	 
	Date:
	 	 	 	 
	

	 
	 	 
	

	 	 	 	NOTICE: The signature(s) to this assignment must
correspond with the name(s) as written upon the
face of the within instrument in every
particular, without alteration or enlargement or
any change whatever. The signature(s) must be
guaranteed by an “eligible guarantor institution”
that is a member or participant in the Securities
Transfer Agents Medallion Program, the Stock
Exchange Medallion Program or the New York Stock
Exchange, Inc. Medallion Program.






Notice: The signature(s) on this Option to Elect Repayment must correspond with the name(s) as
written upon the face of this Subordinated Note in every particular, without alteration or
enlargement or any change whatsoever.




10









 








ABBREVIATIONS




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



	 	 	 	 	 
	TEN COM -

	 	as tenants in common
	 	UNIF GIFT
	 
	 	 	 	 
	TEN ENT -

	 	as tenants by the entireties
	 	MIN ACT —                     Custodian                    
	

	 	 	 	                              (Cust)                         (Minor)
	JT TEN -

	 	as joint tenants with right
	 	                       Under Uniform Gifts to Minors Act
	

	 	of survivorship and not as tenants
	 	                                                                                   
	

	 	in common
	 	 
	

	 	
	 	                                                  State






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

                                                            




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




	 	 	 	 	 
	PLEASE INSERT SOCIAL SECURITY OR OTHER

	 	 	 	 
	                IDENTIFYING NUMBER OF ASSIGNEE
	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 

	 	 	 	 






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





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




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







11









 






EXHIBIT B




Global Subordinated Floating Rate Note




	 	 	 	 	 
	REGISTERED

	 	PRINCIPAL AMOUNT

	NO. ________

	 	 	 	$






CENTEX CORPORATION

Subordinated Medium-Term Note, Series F

Floating Rate




     Unless this Subordinated Note is presented by an authorized representative of The Depository Trust
Company, a New York corporation, 55 Water Street, New York, New York (“DTC”), to Centex
Corporation, a Nevada corporation (herein called the “Company,” which term includes any successor
person under the Indenture referred to on the reverse hereof) or its agent for registration of
transfer, exchange or payment, and any Subordinated Note issued is registered in the name of Cede & Co.,
or in such other name as is requested by an authorized representative of DTC (and any payment is
made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC),
ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
since the registered owner hereof, Cede & Co., has an interest herein.



     Unless and until it is exchanged in whole or in part for Subordinated Notes in certificated form,
this Subordinated Note may not be transferred except as a whole by DTC to a nominee of DTC or by a
nominee of DTC to DTC or another nominee of DTC or by DTC or any such nominee to a successor of DTC
or a nominee of such successor of DTC.



     The following summary of terms is subject to the provisions set forth below:



	 	 	 	 	 
	CUSIP No.:
	 	CURRENCY:	 	 
	 
	 	 	 	 
	ORIGINAL ISSUE DATE(S):
	 	OPTIONAL REDEMPTION:	 	o
Yes   o No
	 
	 	 	 	 
	PRINCIPAL AMOUNT:
	 	INITIAL REDEMPTION DATE:	 	 
	 
	 	 	 	 
	STATED MATURITY DATE:
	 	AMORTIZING NOTE:	 	o Yes   o No
	 
	 	 	 	 
	INITIAL INTEREST RATE:
	 	CALCULATION AGENT:	 	 
	 
	 	 	 	 
	INTEREST RATE BASIS OR BASES
	 	OPTION TO ELECT REPAYMENT	 	o Yes   o No
	(including any Designated LIBOR Page):
	 	 	 	 
	 
	 	 	 	 
	INDEX MATURITY:
	 	AUTHORIZED DENOMINATIONS:	 	 
	 
	 	o $1,000 and integral multiples thereof
	 	 
	INTEREST DETERMINATION DATES:
	 	o Other:
	 	 
	 
	 	 	 	 
	INTEREST RESET PERIOD:
	 	OPTIONAL REPAYMENT DATE:	 	 
	 
	 	 	 	 
	INTEREST RESET DATES:
	 	OPTIONAL INTEREST RESET:	 	o Yes   o No
	 
	 	 	 	 
	SPREAD:
	 	OPTIONAL INTEREST RESET DATES:	 	 
	 
	 	 	 	 
	SPREAD MULTIPLIER:
	 	ORIGINAL ISSUE DISCOUNT NOTE:	 	o Yes   o No
	 
	 	 	 	 
	MAXIMUM INTEREST RATE:
	 	ISSUE PRICE (percentage of principal):	 	 
	 
	 	 	 	 
	MINIMUM INTEREST RATE:
	 	YIELD TO MATURITY:	 	 






1









 






	 	 	 	 	 
	INTEREST PAYMENT DATES:
	 	ANNEX ATTACHED (and incorporated by reference  herein):	 	o Yes o No
	 
	 	 	 	 
	RECORD DATES:
	 	OTHER/ADDITIONAL PROVISIONS	 	 
	 
	 	 	 	 
	IF LIBOR:
	 	IF CMT RATE:	 	 
	o LIBOR Reuters Page:
	 	Designated CMT Moneyline Telerate Page:	 	 
	o LIBOR Moneyline Telerate Page:
	 	IF Moneyline Telerate Page 7052:	 	 
	DESIGNATED LIBOR CURRENCY:
	 	o Weekly Average
	 	 
	 
	 	o Monthly Average
	 	 
	 
	 	Designated CMT Maturity Index:	 	 
	 
	 	 	 	 
	INTEREST CATEGORY:
	 	DAY COUNT CONVENTION	 	 
	o Regular Floating Rate Note
	 	o 30/360 for the period from
	 	 
	o Floating Rate/Fixed Rate Note
	 	to	 	 
	Fixed Rate Commencement
	 	o Actual/360 for the period from
	 	 
	Date:
	 	to	 	 
	Fixed Interest Rate:      %
	 	o Actual/Actual for the period from
	 	 
	o Inverse Floating Rate Note
	 	to	 	 
	Fixed Interest Rate:      %
	 	Applicable Interest Rate Basis:
	 	 






     The Company, for value received, hereby promises to pay to Cede & Co. or registered assigns,
the principal sum specified above, in such coin or currency of the __________________as at the
time of payment is legal tender for payment of public and private debts, on the Stated Maturity
Date specified above and to pay interest thereon, in such coin or currency, from and including the
Original Issue Date (or if this Global Subordinated Note has two or more Original Issue Dates, interest
shall, beginning on each such Original Issue Date, begin to accrue for that part of the principal
amount to which such Original Issue Date is applicable) specified above, or from and including the
most recent Interest Payment Date specified above to which interest has been paid or duly provided
for, as the case may be. Interest shall be paid in arrears monthly, quarterly, semiannually or
annually as specified above under Interest Payment Dates, on each Interest Payment Date in each
year and at Maturity, commencing on (a) the first such Interest Payment Date next succeeding the
earliest Original Issue Date or Dates, or (b) if such Original Issue Date is after a Record Date
and prior to the first Interest Payment Date, on the second Interest Payment Date, at a rate per
annum from time to time equal to the lesser of (i) the Highest Lawful Rate (as defined in the
Indenture) or (ii) the Initial Interest Rate specified above until the initial Interest Reset Date
specified above, and thereafter at a rate per annum determined in accordance with the provisions in
the Indenture for calculating the Interest Rate for Subordinated Notes having the Interest Rate Basis
specified above, until Maturity and the principal hereof is paid or made available for payment.
The interest so payable and punctually paid or duly provided for on any Interest Payment Date will,
as provided in the Indenture, be paid to the Person in whose name this Subordinated Note is registered at
the close of business on the Record Date specified above next preceding such Interest Payment Date;
PROVIDED, HOWEVER, that if an Original Issue Date falls between a Record Date and the next Interest
Payment Date, the first payment of interest with respect to such Original Issue Date will be made
on the second Interest Payment Date subsequent to such Original Issue Date to the Person in whose
name this Subordinated Note is registered at the close of business on the Record Date for such second
Interest Payment Date; and PROVIDED, FURTHER, that interest payable on the Maturity Date or, if
applicable, upon redemption, shall be payable to the Person to whom principal shall be payable.
Except as otherwise provided in the Indenture, any such interest not so punctually paid or duly
provided for will forthwith cease to be payable to the Holder on such Record Date and shall be paid
to the Person in whose name this Subordinated Note is registered at the close of business on a Record
Date for the payment of such defaulted interest to be fixed by the Company, notice whereof shall be
given to Subordinated Noteholders not less than fifteen calendar days prior to such Record Date. Payment
of the principal of and any premium and interest on this Subordinated Note shall be made on or before
10:30 A.M., New York City time or such other time as shall be agreed upon between the Trustee and
the Depositary, on the day on which such payment is due, by wire transfer into the account
specified by the Depositary; PROVIDED, HOWEVER, that as a



2









 







condition to the payment at the Maturity
Date of any part of the principal and any applicable premium of this Global Subordinated Note, the
Depositary shall surrender, or cause to be surrendered, this Global Subordinated Note to the Trustee.
The Company will pay any administrative costs
imposed by banks in connection with making payments by wire transfer, but not any tax, assessment
or governmental charge imposed on the Holder of this Subordinated Note.



     Under certain circumstances, this Global Subordinated Note is exchangeable in whole or from time to
time in part for a definitive individual Subordinated Note or Subordinated Notes, with the same Original Issue
Date or Dates, Maturity Date, Interest Rate Basis or Bases and redemption and other provisions as
provided herein or in the Indenture.



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



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



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



3









 





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



Dated:



	 	 	 	 	 
	 	CENTEX CORPORATION	 	 	 
	 
	        [SEAL]	 	 	 	 
	 
	 	By:  	 	 
	 	 	Gail M. Peck 	 
	 	 	Vice President and Treasurer 	 
	 









	 	 	 
	ATTEST:
	 
	 
	
Paul Johnston

Vice President, Corporate Counsel and Assistant Secretary

	 	 






TRUSTEE’S CERTIFICATE
     OF AUTHENTICATION




This is one of the
Subordinated Notes referred

to in the within-mentioned Indenture.




JPMORGAN CHASE BANK, N.A., as Trustee



	 	 	 	 	 
	 	 	 
	By:  	

 	 	 
	 	Authorized Signatory 	 	 
	 	 	 	 
	 





4









 






[REVERSE OF GLOBAL SUBORDINATED FLOATING RATE NOTE]




CENTEX CORPORATION

SUBORDINATED FLOATING RATE MEDIUM-TERM NOTE, SERIES F




     This Global Subordinated Note is one of, and a global security which represents Subordinated
Notes which are part of, a duly authorized issue of Subordinated Debt Securities of the Company
(herein called the “Subordinated Notes”), issued and to be issued in one or more Series under an
Indenture dated as of March 12, 1987 (herein, together with all indentures supplemental thereto,
called the “Subordinated Indenture”) between the Company and JPMorgan Chase Bank, N.A., as Trustee
(formerly, Texas Commerce Bank National Association) (herein called the “Trustee,” which term
includes any successor Trustee under the Subordinated Indenture), to which Subordinated Indenture
and all indentures supplemental thereto (including the Indenture Supplement dated as of March 31,
2005 which authorizes the Subordinated Notes) reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of the Company, the
Trustee and the Subordinated Noteholders, and of the terms upon which the Subordinated Notes are,
and are to be, authenticated and delivered. All terms used in this Subordinated Note which are
defined in the Subordinated Indenture or in any indenture supplemental thereto but are not defined
in this Subordinated Note shall have the meanings assigned to them in the Subordinated Indenture or
in any indenture supplemental thereto.



     Each Subordinated Note shall be dated the date of its authentication by the Trustee. Each
Subordinated Note shall also bear an Original Issue Date or Dates which with respect to this Global
Subordinated Note (or any portion thereof) shall mean the date or dates of the original issue of
the Subordinated Notes represented hereby as specified on the face hereof, and such Original Issue
Date or Dates shall remain the same for all Subordinated Notes subsequently issued upon transfer,
exchange or substitution of such original Subordinated Note (or such subsequently issued
Subordinated Notes) regardless of their dates of authentication. The Subordinated Notes may bear
different dates, mature at different times, bear interest at different rates, be subject to
different redemption provisions, if any, and may otherwise vary, all as provided in the
Subordinated Indenture.



     The indebtedness evidenced by the Subordinated Notes is, to the extent and in the manner
provided in the Subordinated Indenture, subordinated and subject in right of payment to the prior
payment in full of all Senior Indebtedness of the Company. As provided in the Subordinated
Indenture, each holder of this Subordinated Note, by his acceptance hereof, agrees to and shall be
bound by all the provisions of the Subordinated Indenture relating to such subordination and
authorizes the Trustee to take such action in his behalf as may be necessary or appropriate to
effectuate the subordination as provided in the Subordinated Indenture and appoints the Trustee his
attorney-in-fact for any and all such purposes.



     Interest on this Subordinated Note will be payable on the Interest Payment Date or Interest
Payment Dates as specified on the face hereof and, in either case, at Maturity. Unless otherwise
specified on the face hereof, payments on this Subordinated Note with respect to any particular
Interest Payment Date or the Maturity Date will include interest accrued from and including the
applicable Original Issue Date, or from and including the most recent Interest Payment Date to
which interest has been paid or duly provided for, to but excluding the particular Interest Payment
Date or the Maturity Date. Interest on this Subordinated Note shall be calculated for each day
during such period by dividing the interest rate applicable to such day by 360, if the Interest
Rate Basis specified on the face hereof is the CD Rate, the Commercial Paper Rate, the Eleventh
District Cost of Funds Rate, the Federal Funds Rate, LIBOR or the Prime Rate, or by the actual
number of days in the year, if the Interest Rate Basis specified on the face hereof is the CMT Rate
or the Treasury Rate. Unless otherwise provided in an annex attached hereto, the Trustee, acting
in the capacity of Calculation Agent, will calculate the Interest Rate on this Subordinated Note.
Upon the request of any Holder of this Subordinated Note, the Trustee shall provide to such Holder
the Interest Rate then in effect and, if then determined, the interest rate that will become
effective on the next Interest Reset Date with respect to this Subordinated Note. Each such
determination of an Interest Rate will be final and binding in the absence of manifest error.



     Unless otherwise specified in an annex attached hereto, if this Subordinated Note is an
Amortizing Note, payments with respect to this Subordinated Note will be applied first to interest
due and payable hereon and then to the reduction of the unpaid principal amount hereof. If this
Subordinated Note is an Amortizing Note, a table setting



5









 







forth the schedule of dates and amounts of payments of principal of and interest on this
Subordinated Note or the formula for the amortization of principal and/or interest is set forth in
an annex attached to this Subordinated Note.



     All percentages resulting from any calculation with respect to this Subordinated Note will be
rounded, if necessary, to the nearest one hundred-thousandth of a percentage point (with five
one-millionths of a percentage point rounded upward) and all dollar or foreign or composite
currency amounts used in or resulting from any such calculation with respect to this Subordinated
Note will be rounded, in the case of United States dollars, to the nearest cent or, in the case of
a foreign or composite currency, to the nearest unit (with one-half cent or unit being rounded
upward).



     If an Interest Payment Date or Maturity for this Subordinated Note falls on a day that is not
a Business Day, payment of principal, premium, if any, and interest to be made on such day with
respect to this Subordinated Note will be made on the next succeeding day that is a Business Day
with the same force and effect as if made on the due date, and no additional interest will be
payable on the date of payment for the period from and after the due date as a result of such
delayed payment. Notwithstanding the foregoing, in the case LIBOR is the applicable Interest Rate
Basis with respect to this Subordinated Note and the next succeeding Business Day falls in the next
succeeding calendar month, payment of interest to be made on such day with respect to this
Subordinated Note will be made on the immediately preceding Business Day.



     This Subordinated Note will be redeemable at the option of the Company prior to its Stated
Maturity Date only if an Initial Redemption Date is specified on the face hereof. If so specified,
this Subordinated Note will be subject to redemption at the option of the Company on any date on
and after such Initial Redemption Date in whole or from time to time in part in increments of
$1,000 or any other integral multiple thereof, at the redemption prices specified in an annex
attached to this Subordinated Note, plus accrued and unpaid interest to but excluding the date of
redemption, but payments due with respect to this Subordinated Note prior to the date of redemption
will be payable to the Holder of this Subordinated Note of record at the close of business on the
relevant Record Date specified on the face hereof, all as provided in the Subordinated Indenture.
Notice of such redemption shall be given by mailing by first-class mail a notice of such redemption
not less than 20 nor more than 60 calendar days prior to the date fixed for redemption to the
Holder of this Subordinated Note, in accordance with the provisions of the Subordinated Indenture.
In the event of redemption of this Subordinated Note in part only, this Subordinated Note will be
canceled and a new Subordinated Note or Subordinated Notes representing the unredeemed portion
hereof will be issued in the name of the Holder hereof. This Subordinated Note is not subject to a
sinking fund unless otherwise specified in an annex attached hereto.



     If so specified on the face of this Subordinated Note, (i) this Subordinated Note shall be
subject to repayment, in whole or in part, prior to Stated Maturity Date at the option of the
Holder on a certain date or dates and at a certain price or prices, plus accrued and unpaid
interest to but excluding the date of payment; and/or (ii) the interest rate specified on the face
hereof may be reset by the Company in accordance with a formula or otherwise on the Optional
Interest Reset Date or Dates specified on the face hereof.



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



     The Subordinated Indenture contains provisions permitting the Company and the Trustee, with
the consent of the Holders of not less than a majority in aggregate principal amount of the
Subordinated Notes at the time outstanding, evidenced as in the Subordinated Indenture provided, to
execute supplemental indentures adding any provisions to or changing in any manner or eliminating
any of the provisions of the Subordinated Indenture or of any supplemental indenture or modifying
in any manner the rights of the Holders of the Subordinated Notes; PROVIDED, HOWEVER, that no such
supplemental indenture shall (i) extend the fixed maturity of any Subordinated Notes, or reduce the
principal amount thereof, or reduce the rate or extend the time of payment of



6









 







interest thereon, or reduce any premium payable on the redemption thereof, without the consent of
the Holder of each Subordinated Note so affected, or (ii) reduce the aforesaid percentage of
Subordinated Notes, the consent of the Holders of which is required for any such supplemental
indenture, without the consent of the Holders of all Subordinated Notes then outstanding. It is
also provided in the Subordinated Indenture that the Holders of a majority in aggregate principal
amount of the Subordinated Notes at the time outstanding may on behalf of the Holders of all the
Subordinated Notes waive any past default under the Subordinated Indenture and its consequences,
except a default in the payment of the principal of or premium, if any, or interest on any of the
Subordinated Notes. Any such consent or waiver by the Holder of this Global Subordinated Note
(unless revoked as provided in the Subordinated Indenture) shall be conclusive and binding upon
such Holder and upon all future Holders and owners of this Global Subordinated Note and of any
Subordinated Note issued in exchange or substitution herefor, whether or not any notation of such
consent or waiver is made upon this Global Subordinated Note.



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



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



     If at any time the Depositary for this Global Subordinated Note notifies the Company that it
is unwilling or unable to continue as Depositary for this Global Subordinated Note or if at any
time the Depositary for this Global Subordinated Note shall no longer be registered as a clearing
agency under the Securities Exchange Act of 1934, as amended, or any successor statute or
regulation, the Company may appoint a successor Depositary with respect to this Global Subordinated
Note. If (A) a successor Depositary for this Global Subordinated Note is not appointed by the
Company within 60 calendar days after the Company receives such notice or becomes aware of such
ineligibility, or (B) any Subordinated Notes are represented by this Global Subordinated Note at a
time when an Event of Default with respect to the Subordinated Notes shall have occurred and be
continuing, then in each case the Company’s election to issue this Subordinated Note in global form
shall no longer be effective with respect to this Global Subordinated Note and the Company will
execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of
individual Subordinated Notes in exchange for this Global Subordinated Note, shall authenticate and
make available for delivery, individual Subordinated Notes of like tenor and terms in definitive
form in an aggregate principal amount equal to the principal amount of this Global Subordinated
Note in exchange for this Global Subordinated Note.



     If agreed by the Company and the Depositary with respect to Subordinated Notes issued in the
form of this Global Subordinated Note, the Depositary for such Global Subordinated Note shall
surrender this Global Subordinated Note in exchange in whole or in part for individual Subordinated
Notes of like tenor and terms in definitive form on such terms as are acceptable to the Company and
such Depositary. Thereupon the Company shall execute, and the Trustee shall authenticate and make
available for delivery, without a service charge, (1) to each Person specified by such Depositary,
a new Subordinated Note or Subordinated Notes of like tenor and terms, and of any authorized
denominations as requested by such Person in aggregate principal amount equal to and in exchange
for the beneficial interest of such Person in this Global Subordinated Note, and (2) to such
Depositary a new Global Subordinated Note of like tenor and terms and in a denomination equal to
the difference, if any, between the



7









 







principal amount of this Global Subordinated Note and the aggregate principal amount of
Subordinated Notes delivered to Holders thereof.



     Under certain circumstances specified in the Subordinated Indenture, the Depositary may be
required to surrender any two or more Global Subordinated Notes which have identical terms (but
which may have differing Original Issue Dates) to the Trustee, and the Company shall execute and
the Trustee shall authenticate and deliver to, or at the direction of, the Depositary a Global
Subordinated Note in principal amount equal to the aggregate principal amount of, and with all
terms identical to, the Global Subordinated Notes surrendered to the Trustee, and such new Global
Subordinated Note shall indicate each applicable Original Issue Date and the principal amount
applicable to each such Original Issue Date.



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



     The Subordinated Indenture contains provisions for the satisfaction and discharge of the
Subordinated Indenture upon compliance by the Company with certain conditions specified therein,
which provisions apply to this Subordinated Note.



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



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



     It is the intent of the Company and the Holders of this Subordinated Note to conform to and
contract in strict compliance with applicable usury law from time to time in effect. All
agreements between the Holders of this Subordinated Note and the Company are hereby limited by the
provisions of this paragraph which shall override and control all such agreements, whether now
existing or hereafter arising and whether written or oral. In no way, nor in any event or
contingency (including but not limited to prepayment, default, demand for payment, or acceleration
of the maturity of any obligation), shall the interest taken, reserved, contracted for, charged or
received under this Subordinated Note or otherwise exceed the Highest Lawful Rate. If, from any
possible construction of any document, interest would otherwise be payable in excess of the Highest
Lawful Rate, any such construction shall be subject to the provisions of this paragraph and such
document shall be automatically reformed and the interest payable shall be automatically reduced to
the Highest Lawful Rate, without the necessity of execution of any amendment or new document. If
the Holders of this Subordinated Note shall ever receive anything of value which is characterized
as interest under applicable law and which would apart from this provision be in excess of the
Highest Lawful Rate, an amount equal to the amount which would have been excessive interest shall,
without penalty, be applied to the reduction of the principal amount owing on this Subordinated
Note in the inverse order of its maturity and not to the payment of interest, or refunded to the
Company if and to the extent such amount which would have been excessive exceeds such unpaid
principal. The right to accelerate the maturity of this Subordinated Note does not include the
right to accelerate any interest which has not otherwise accrued on the date of such acceleration,
and the Holders of this Subordinated Note do not intend to charge or receive any unearned interest
in the event of acceleration. All interest paid or agreed to be paid to the Holders of this
Subordinated Note shall, to the extent permitted by applicable law, be amortized, prorated,
allocated and spread throughout the full stated term



8









 





(including any renewal or extension) of this Subordinated Note so that the amount of interest on
account of this Subordinated Note does not exceed the Highest Lawful Rate.




9










 





OPTION TO ELECT REPAYMENT




     The undersigned hereby irrevocably request(s) and instruct(s) the Company to repay this Subordinated
Note (or portion hereof specified below) pursuant to its terms at a price equal to 100% of the
principal amount to be repaid, together with unpaid interest accrued hereon to the Repayment Date,
to the undersigned, at
                                                                                                                                        
                                        .



     If less than the entire principal amount of this Subordinated Note is to be repaid, specify the
portion hereof (which shall be increments of                                                              ) which the holder elects to have repaid
and specify the denomination or denominations (which shall be an authorized denomination) not less
than                                          of the Subordinated Notes to be issued to the Holder for the portion of this Subordinated Note
not being repaid (in the absence of any such specification, one such Subordinated Note will be issued for
the portion not to be repaid).



Principal Amount

to be Repaid:




	 	 	 	 	 	 	 
	

	 	 	$	 	 	 
	 

	 	 	 	 





CUSIP Number or other identifier:



	 	 	 	 	 
	Dated:
	 	 	 	 
	

	 	 
	 	 
	

	 	 	 	NOTICE: The signature(s) to this
assignment must correspond with the
name(s) as written upon the face of
the within instrument in every
particular, without alteration or
enlargement or any change whatever.
The signature(s) must be guaranteed by
an “eligible guarantor institution”
that is a member or participant in the
Securities Transfer Agents Medallion
Program, the Stock Exchange Medallion
Program or the New York Stock
Exchange, Inc. Medallion Program.





Notice: The signature(s) on this Option to Elect Repayment must correspond with the name(s) as
written upon the face of this Subordinated Note in every particular, without alteration or enlargement or
any change whatsoever.




10









 








ABBREVIATIONS



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




	 	 	 	 	 	 	 
	TEN COM -

	 	as tenants in common
	 	UNIF GIFT	 	 
	

	 	 	 	MIN ACT -
	 	________Custodian _________
	TEN ENT -

	 	as tenants by the entireties
	 	 	 	(Cust)                      (Minor)
	 
JT TEN -

	 	as joint tenants with right
of survivorship and not as tenants in common
	 	 	 	Under Uniform Gifts

to Minors Act
	 	 	 	 	 	 	 
	

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





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




PLEASE INSERT SOCIAL SECURITY OR

     OTHER IDENTIFYING NUMBER OF

     ASSIGNEE




	 	 	 
	 	 	 
	 
	 	 
	 	 
	 
	 
	 	 
	 






Please print or typewrite name and address

including postal zip code of assignee




	 	 	 
	 
	 	 
	 




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




	 	 	 	 	 
	Dated:
	 	 	 	 
	

	 	 
	 	 
	

	 	 	 	NOTICE: The signature(s) to this
assignment must correspond with the
name(s) as written upon the face of
the within instrument in every
particular, without alteration or
enlargement or any change whatever.
The signature(s) must be guaranteed by
an “eligible guarantor institution”
that is a member or participant in the
Securities Transfer Agents Medallion
Program, the Stock Exchange Medallion
Program or the New York Stock
Exchange, Inc. Medallion Program.







11