ex4_12.htm


    
      

    

    Exhibit 4.12

     

    
      FORM
OF

       

       

      AMENDED
AND RESTATED DECLARATION OF TRUST

       

       

      OF

       

       

      CENTEX
TRUST [I] [II]

       

      _______________________________________

       

       

      Dated as
of ________ ___, _____

       

       

      _______________________________________


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        Table
of Contents

      

      
        
          

        



       

      
        
        

      

      
        
          
            
              
                
                  
                    
                      
                        
                          	 	 	
                                  Page

                                
	
                                  ARTICLE
      I DEFINITIONS

                                
	 
      	 
      	 
      
	
                                  SECTION
      1.01

                                	
                                  Definitions

                                	
                                  2

                                
	 
      
	
                                  ARTICLE
      II TRUST INDENTURE ACT

                                
	 
      	 
      	 
      
	
                                  SECTION
      2.01

                                	
                                  Trust
      Indenture Act; Application

                                	
                                  8

                                
	
                                  SECTION
      2.02

                                	
                                  Lists
      of Holders of Preferred Securities

                                	
                                  8

                                
	
                                  SECTION
      2.03

                                	
                                  Reports
      by the Property Trustee

                                	
                                  9

                                
	
                                  SECTION
      2.04

                                	
                                  Periodic
      Reports to the Property Trustee

                                	
                                  9

                                
	
                                  SECTION
      2.05

                                	
                                  Evidence
      of Compliance with Conditions Precedent

                                	
                                  10

                                
	
                                  SECTION
      2.06

                                	
                                  Events
      of Default; Waiver

                                	
                                  10

                                
	
                                  SECTION
      2.07

                                	
                                  Disclosure
      of Information

                                	
                                  11

                                
	
                                  SECTION
      2.08

                                	
                                  Provision
      of Information to Centex

                                	
                                  12

                                
	
                                   
      

                                
	
                                  ARTICLE
      III ORGANIZATION

                                
	 
      	 
      	 
      
	
                                  SECTION
      3.01

                                	
                                  Name

                                	
                                  12

                                
	
                                  SECTION
      3.02

                                	
                                  Office

                                	
                                  12

                                
	
                                  SECTION
      3.03

                                	
                                  Issuance
      of the Securities

                                	
                                  12

                                
	
                                  SECTION
      3.04

                                	
                                  Purchase
      of Debentures

                                	
                                  13

                                
	
                                  SECTION
      3.05

                                	
                                  Purpose

                                	
                                  13

                                
	
                                  SECTION
      3.06

                                	
                                  Authority

                                	
                                  14

                                
	
                                  SECTION
      3.07

                                	
                                  Title
      to Property of the Trust

                                	
                                  14

                                
	
                                  SECTION
      3.08

                                	
                                  Powers
      and Duties of the Regular Trustees

                                	
                                  14

                                
	
                                  SECTION
      3.09

                                	
                                  Prohibition
      of Actions by the Trust and the Trustees

                                	
                                  16

                                
	
                                  SECTION
      3.10

                                	
                                  Powers
      and Duties of the Property Trustee

                                	
                                  18

                                
	
                                  SECTION
      3.11

                                	
                                  Delaware
      Trustee

                                	
                                  20

                                
	
                                  SECTION
      3.12

                                	
                                  Certain
      Rights and Duties of the Property Trustee

                                	
                                  21

                                
	
                                  SECTION
      3.13

                                	
                                  Registration
      Statement and Related Matters

                                	
                                  24

                                
	
                                  SECTION
      3.14

                                	
                                  Filing
      of Amendments to Certificate of Trust

                                	
                                  25

                                
	
                                  SECTION
      3.15

                                	
                                  Execution
      of Documents by the Regular Trustees

                                	
                                  25

                                
	
                                  SECTION
      3.16

                                	
                                  Trustees
      Not Responsible for Recitals or Issuance of Securities

                                	
                                  25

                                
	
                                  SECTION
      3.17

                                	
                                  Duration
      of the Trust

                                	
                                  25

                                
	
                                  SECTION
      3.18

                                	
                                  Mergers

                                	
                                  26

                                
	
                                  SECTION
      3.19

                                	
                                  Property
      Trustee May File Proofs of Claim

                                	
                                  28

                                
	 
      
	
                                  ARTICLE
      IV SPONSOR

                                
	 
      	 
      	 
      
	
                                  SECTION
      4.01

                                	
                                  Purchase
      of Common Securities by the Sponsor

                                	
                                  28

                                
	
                                  SECTION
      4.02

                                	
                                  Expenses

                                	
                                  29

                                
	 
      


                        

                         

                        
                          
                            
                            

                          

                          
                            i

                            
                              

                            

                          

                          
                            
                            

                          

                        

                         

                        
                          
                            
                              	
                                      ARTICLE
      V TRUSTEES

                                    
	 
      	 
      	 
      
	
                                      SECTION
      5.01

                                    	
                                      Number
      of Trustees; Qualifications

                                    	
                                      29

                                    
	
                                      SECTION
      5.02

                                    	
                                      Appointment,
      Removal and Resignation of the Trustees

                                    	
                                      31

                                    
	
                                      SECTION
      5.03

                                    	
                                      Vacancies
      Among the Trustees

                                    	
                                      32

                                    
	
                                      SECTION
      5.04

                                    	
                                      Effect
      of Vacancies

                                    	
                                      33

                                    
	
                                      SECTION
      5.05

                                    	
                                      Meetings

                                    	
                                      33

                                    
	
                                      SECTION
      5.06

                                    	
                                      Delegation
      of Power

                                    	
                                      33

                                    
	
                                      SECTION
      5.07

                                    	
                                      Merger,
      Conversion, Consolidation or Succession to Business

                                    	
                                      34

                                    
	 
      
	
                                      ARTICLE
      VI DISTRIBUTIONS

                                    
	 
      	 
      	 
      
	
                                      SECTION
      6.01

                                    	
                                      Distributions

                                    	
                                      34

                                    
	
                                       
      

                                    
	
                                      ARTICLE
      VII ISSUANCE OF THE SECURITIES

                                    
	 
      	 
      	 
      
	
                                      SECTION
      7.01

                                    	
                                      General
      Provisions Regarding the Securities

                                    	
                                      34

                                    
	
                                      SECTION
      7.02

                                    	
                                      [Conversion
      Agent

                                    	
                                      36

                                    
	 
      
	
                                      ARTICLE
      VIII DISSOLUTION OF THE TRUST

                                    
	 
      	 
      	 
      
	
                                      SECTION
      8.01

                                    	
                                      Dissolution
      of the Trust

                                    	
                                      36

                                    
	 
      
	
                                      ARTICLE
      IX TRANSFER OF INTERESTS

                                    
	 
      	 
      	 
      
	
                                      SECTION
      9.01

                                    	
                                      Transfer
      of Securities

                                    	
                                      37

                                    
	
                                      SECTION
      9.02

                                    	
                                      Transfer
      of Certificates

                                    	
                                      37

                                    
	
                                      SECTION
      9.03

                                    	
                                      Deemed
      Security Holders

                                    	
                                      37

                                    
	
                                      SECTION
      9.04

                                    	
                                      Book
      Entry Interests

                                    	
                                      38

                                    
	
                                      SECTION
      9.05

                                    	
                                      Notices
      to Holders of Certificates

                                    	
                                      38

                                    
	
                                      SECTION
      9.06

                                    	
                                      Appointment
      of Successor Clearing Agency

                                    	
                                      39

                                    
	
                                      SECTION
      9.07

                                    	
                                      Definitive
      Preferred Securities Certificates

                                    	
                                      39

                                    
	
                                      SECTION
      9.08

                                    	
                                      Mutilated,
      Destroyed, Lost or Stolen Certificates

                                    	
                                      39

                                    
	 
      
	
                                      ARTICLE
      X LIMITATION OF LIABILITY; INDEMNIFICATION

                                    
	 
      	 
      	 
      
	
                                      SECTION
      10.01

                                    	
                                      Exculpation

                                    	
                                      40

                                    
	
                                      SECTION
      10.02

                                    	
                                      Indemnification

                                    	
                                      40

                                    
	
                                      SECTION
      10.03

                                    	
                                      Outside
      Business

                                    	
                                      40

                                    
	
                                       
      

                                    
	
                                      ARTICLE
      XI ACCOUNTING

                                    
	 
      	 
      	 
      
	
                                      SECTION
      11.01

                                    	
                                      Fiscal
      Year

                                    	
                                      41

                                    
	
                                      SECTION
      11.02

                                    	
                                      Certain
      Accounting Matters

                                    	
                                      41

                                    
	
                                      SECTION
      11.03

                                    	
                                      Banking

                                    	
                                      42

                                    
	
                                      SECTION
      11.04

                                    	
                                      Withholding

                                    	
                                      42

                                    
	 
      


                            

                             

                            
                              
                                
                                

                              

                              
                                ii

                                
                                  

                                

                              

                              
                                
                                

                              

                            

                             

                            
                              
                                
                                  	
                                          ARTICLE
      XII AMENDMENTS AND MEETINGS

                                        
	 
      	 
      	 
      
	
                                          SECTION
      12.01

                                        	
                                          Amendments

                                        	
                                          42

                                        
	
                                          SECTION
      12.02

                                        	
                                          Meetings
      of the Holders of Securities; Action by Written Consent

                                        	
                                          43

                                        
	 
      
	
                                          ARTICLE
      XIII REPRESENTATIONS OF THE PROPERTY TRUSTEE AND THE DELAWARE
      TRUSTEE

                                        
	 
      	 
      	 
      
	
                                          SECTION
      13.01

                                        	
                                          Representations
      and Warranties of the Property Trustee

                                        	
                                          45

                                        
	
                                          SECTION
      13.02

                                        	
                                          Representations
      and Warranties of the Delaware Trustee

                                        	
                                          46

                                        
	 
      
	
                                          ARTICLE
      XIV MISCELLANEOUS

                                        
	 
      	 
      	 
      
	
                                          SECTION
      14.01

                                        	
                                          Notices

                                        	
                                          46

                                        
	
                                          SECTION
      14.02

                                        	
                                          Undertaking
      for Costs

                                        	
                                          48

                                        
	
                                          SECTION
      14.03

                                        	
                                          Governing
      Law

                                        	
                                          48

                                        
	
                                          SECTION
      14.04

                                        	
                                          Headings

                                        	
                                          48

                                        
	
                                          SECTION
      14.05

                                        	
                                          Partial
      Enforceability

                                        	
                                          48

                                        
	
                                          SECTION
      14.06

                                        	
                                          Counterparts

                                        	
                                          48

                                        
	
                                          SECTION
      14.07

                                        	
                                          Intention
      of the Parties

                                        	
                                          48

                                        
	
                                          SECTION
      14.08

                                        	
                                          Successors
      and Assigns

                                        	
                                          49

                                        
	
                                          SECTION
      14.09

                                        	
                                          No
      Recourse

                                        	
                                          49

                                        
	
                                          SECTION
      14.10

                                        	
                                          Agent
      for Service of Process

                                        	
                                          49

                                        
	
                                          SECTION
      14.11

                                        	
                                          Payment
      Currency

                                        	
                                          49

                                        
	 
      	 
      	 
      
	
                                          EXHIBIT
      A: RESTATED CERTIFICATE OF TRUST

                                        
	
                                          EXHIBIT
      B: TERMS OF THE PREFERRED SECURITIES

                                        
	
                                          EXHIBIT
      C: TERMS OF THE COMMON
SECURITIES

                                        


                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      


      
        
           


        

        
          iii

          
            

          

        

        
           


        

      


      AMENDED
AND RESTATED

      DECLARATION
OF TRUST

      OF

      CENTEX
TRUST [I] [II]

      


      AMENDED
AND RESTATED DECLARATION OF TRUST (this “Declaration”) dated and effective as of
________ ___, ____ by ______________, an individual, ___________, an individual,
and ___________, an individual, as Regular Trustees (the “Regular Trustees”),
The Bank of New York Mellon Trust Company, National Association, as Property
Trustee (the “Property Trustee”), and BNY Mellon Trust of Delaware, having its
principal place of business in the State of Delaware, as Delaware Trustee (the
“Delaware Trustee”) (together with all other Persons from time to time duly
appointed and serving as trustees in accordance with the provisions of this
Declaration, the “Trustees”), by Centex Corporation, a Nevada corporation, as
trust sponsor (“Centex” or the “Sponsor”), and by the holders, from time to
time, of undivided beneficial interests in the assets of the Trust (as
hereinafter defined) to be issued pursuant to this Declaration.

       

      WHEREAS,
the Sponsor and certain of the Trustees entered into a Declaration of Trust
dated as of November 9, 2000 (the “Original Declaration”), in order to establish
Centex Trust [I] [II], a statutory trust (the “Trust”), under the Statutory
Trust Act (as hereinafter defined);

       

      WHEREAS,
the Certificate of Trust (the “Certificate of Trust”) of the Trust was filed
with the office of the Secretary of State of the State of Delaware on November
9, 2000; and

       

      WHEREAS,
the Trustees and the Sponsor desire to continue the Trust pursuant to the
Statutory Trust Act for the purpose of, as described more fully in Sections
3.03, 3.04 and 3.05 hereof, (i) issuing and selling Preferred Securities (as
hereinafter defined) representing preferred undivided beneficial interests in
the assets of the Trust for cash and investing the proceeds thereof in
Debentures (as hereinafter defined) of Centex issued under the Indenture (as
hereinafter defined) to be held as assets of the Trust and (ii) issuing and
selling Common Securities (as hereinafter defined) representing common undivided
beneficial interests in the assets of the Trust to Centex in exchange for cash
and investing the proceeds thereof in additional Debentures issued under the
Indenture to be held as assets of the Trust;

       

      NOW,
THEREFORE, it being the intention of the parties hereto that the Trust
constitute a statutory trust under the Statutory Trust Act, that the
Original Declaration be amended and restated in its entirety as provided herein
and that this Declaration constitute the governing instrument of
such statutory trust, the Trustees declare that all Debentures referred to
in clauses (i) and (ii) of the previous paragraph purchased by the Trust will be
held for the benefit of the Holders (as hereinafter defined) from time to time,
of the Certificates (as hereinafter defined) representing undivided beneficial
interests in the assets of the Trust issued hereunder, subject to the provisions
of this Declaration.


      
        
           


        

        
          1

          
            

          

        

        
           


        

      


      ARTICLE
I

      DEFINITIONS

       

      SECTION
1.01           Definitions

       

      (a)           Capitalized
terms used in this Declaration but not defined in the preamble above have the
respective meanings assigned to them in this Section 1.01.

       

      (b)           A
term defined anywhere in this Declaration has the same meaning
throughout.

       

      (c)           All
references to “the Declaration” or “this Declaration” are to this Amended and
Restated Declaration of Trust (including Exhibits A, B and C hereto (the
“Exhibits”)) as modified, supplemented or amended from time to
time.

       

      (d)           All
references in this Declaration to Articles, Sections and Exhibits are to
Articles and Sections of and Exhibits to this Declaration unless otherwise
specified.

       

      (e)           A
term defined in the Trust Indenture Act has the same meaning when used in this
Declaration unless otherwise defined in this Declaration or unless the context
otherwise requires.

       

      (f)    
       A reference to the singular includes
the plural and vice versa.

       

      “Additional
Amounts” has the meaning set forth in the Indenture.

       

      “Affiliate”
of any specified Person means any other Person directly or indirectly
controlling or controlled by, or under direct or indirect common control with,
such specified Person.  For purposes of this definition, “control” of
a Person shall mean the power to direct the management and policies of such
Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise, and the terms “controlling” and
“controlled” shall have meanings correlative to the foregoing.

       

      “Book
Entry Interest” means a beneficial interest in a Global Certificate registered
in the name of a Clearing Agency or a nominee thereof, ownership and transfers
of which shall be maintained and made through book entries by such Clearing
Agency as described in Section 9.04.

       

      “Business
Day” means any day that is not a Legal Holiday.

       

      “Centex”
or “Sponsor” means Centex Corporation, a Nevada corporation, or any successor
entity resulting from any merger, consolidation, amalgamation or other business
combination.

       

      “Certificate”
means a Common Security Certificate or a Preferred Security
Certificate.

       

      “Certificate
of Trust” has the meaning set forth in the recitals above.


      
        
           


        

        
          2

          
            

          

        

        
           


        

      


      “Clearing
Agency” means an organization registered as a “Clearing Agency” pursuant to
Section 17A of the Exchange Act that is acting as depository for the Preferred
Securities and in whose name or in the name of a nominee of that organization
shall be registered a Global Certificate and which shall undertake to effect
book entry transfers and pledges of the Preferred Securities.

       

      “Clearing
Agency Participant” means a broker, dealer, bank, other financial institution or
other Person for whom from time to time the Clearing Agency effects book entry
transfers and pledges of securities deposited with the Clearing
Agency.

       

      “Closing
Date” means the Closing Date as specified in the Underwriting Agreement, which
date is also the date of execution and delivery of this
Declaration.

       

      “Code”
means the United States Internal Revenue Code of 1986, as amended from time to
time, or any successor legislation.  A reference to a specific section
(Sec.) of the Code refers not only to such specific section but also to any
corresponding provision of any United States Federal tax statute enacted after
the date of this Declaration, as such specific section or corresponding
provision is in effect on the date of application of the provisions of this
Declaration containing such reference.

       

      “Commission”
means the Securities and Exchange Commission.

       

      “Common
Securities” has the meaning specified in Section 7.01(b).

       

      “Common
Security Certificate” means a definitive certificate in fully registered form
representing a Common Security substantially in the form of Annex I to Exhibit
C.

       

      "Common
Stock" means the common stock, par value $.25 per share, of Centex or any other
class of stock, other securities, cash or other assets into which the Debentures
are then convertible.

       

      [“Conversion
Agent” has the meaning specified in Section 7.02.]

       

      “Covered
Person” means (i) any officer, director, shareholder, partner, member,
representative, employee or agent of the Trust or of any of its Affiliates, (ii)
any officer, director, shareholder, employee, representative or agent of Centex
or of any of its Affiliates and (iii) the Holders from time to time of the
Securities.

       

      “Creditor”
has the meaning specified in Section 4.02(c).

       

      “Debenture
Trustee” means The Bank of New York Mellon Trust Company, National Association,
a national banking association, as trustee under the Indenture until a successor
is appointed thereunder and thereafter means such successor
trustee.

       

      “Debentures”
means the series of [convertible] unsecured junior subordinated debentures
issued by Centex under the Indenture to the Property Trustee and entitled the
“____% [Convertible] Junior Subordinated Debentures due
_______________.”


      
        
           


        

        
          3

          
            

          

        

        
           


        

      


      “Definitive
Preferred Security Certificates” has the meaning set forth in Section
9.04.

       

      “Delaware
Trustee” has the meaning set forth in Section 5.01(a)(ii).

       

      “Depositary
Agreement” means the agreement among the Trust, the Property Trustee and DTC
dated as of the Closing Date, as the same may be amended or supplemented from
time to time.

       

      “Distribution”
means a distribution payable to Holders of Securities in accordance with Section
6.01.

       

      “Dollar”
has the meaning set forth in the Indenture.

       

      “DTC”
means The Depository Trust Company, the initial Clearing Agency.

       

      “Event of
Default” in respect of the Securities means that an Indenture Event of Default
has occurred and is continuing with respect to the Debentures.

       

      “Exchange”
has the meaning specified in Section 3.13.

       

      “Exchange
Act” means the Securities Exchange Act of 1934, as amended from time to time, or
any successor legislation.

       

      “Fiscal
Year” has the meaning specified in Section 11.01.

       

      “Global
Certificate” has the meaning set forth in Section 9.04.

       

      “Holder”
means a Person in whose name a Certificate representing a Security is
registered, such Person being a beneficial owner within the meaning of the
Statutory Trust Act.

       

      “Holder
Direct Action” has the meaning specified in Section 3.10(e).

       

      “Indemnified
Person” means any Trustee, any Affiliate of any Trustee, any Conversion Agent,
any Paying Agent, any officers, directors, shareholders, members, partners,
employees, representatives or agents of any Trustee, Conversion Agent or Paying
Agent, or any employee or agent of the Trust or of any of its
Affiliates.

       

      “Indenture”
means the Indenture dated as of November 9, 2000 between Centex and the
Debenture Trustee, as supplemented by the _______ Supplemental Indenture thereto
dated as of ____________, ____, pursuant to which the Debentures are to be
issued to the Property Trustee.

       

      “Indenture
Event of Default” means that an event or condition defined as an “Event of
Default” with respect to the Debentures under Section 6.01(a) of the Indenture
has occurred and is continuing.

       

      “Investment
Company” means an “investment company” as defined in the Investment Company
Act.


      
        
           


        

        
          4

          
            

          

        

        
           


        

      


      “Investment
Company Act” means the Investment Company Act of 1940, as amended from time to
time, or any successor legislation.

       

      “Legal
Action” has the meaning specified in Section 3.08(g).

       

      “Legal
Holiday” means a Saturday, a Sunday or a day on which banking institutions in
any of The City of New York, New York or Dallas, Texas are authorized or
obligated by law, regulation or executive order to remain closed.

       

      “Liquidation
Distribution” has the meaning set forth in Exhibits B and C hereto establishing
the terms of the Securities.

       

      “List of
Holders” has the meaning specified in Section 2.02(a).

       

      “Majority
of Outstanding” Securities means, except as provided in the penultimate
paragraph of Section [6](b) of Exhibit B hereto, Holder(s) of outstanding
Securities voting together as a single class or, as the context may require,
Holder(s) of outstanding Preferred Securities or Common Securities, voting
separately as a class, who are the record owners of a relevant class of
Securities representing more than 50% of the outstanding Securities of such
class.

       

      “1933 Act
Registration Statement” has the meaning specified in Section 3.13.

       

      “1934 Act
Registration Statement” has the meaning specified in Section 3.13.

       

      “Officers’
Certificate” means a certificate signed by the Chairman of the Board, the
President, any Vice Chairman of the Board, any Vice President, the chief
financial officer, the Treasurer, any Assistant Treasurer, the Controller, the
Secretary or any Assistant Secretary of the Sponsor, and delivered to the
appropriate Trustee.  One of the officers signing an Officers’
Certificate given pursuant to Section 2.04 shall be the Chairman of the Board,
President, Vice Chairman of the Board or any Vice President of the
Sponsor.  Any Officers’ Certificate delivered with respect to
compliance with a condition or covenant provided for in this Declaration shall
include:

       

      (i)       
     a statement that the individual making such
certificate has read such covenant or condition;

       

      (ii)       
    a brief statement as to the nature and scope of the
examination or investigation upon which the statements or opinions contained in
such certificate are based;

       

      (iii)           a
statement that, in the opinion of such individual, he has made such examination
or investigation as is necessary to enable him to express an informed opinion as
to whether or not such covenant or condition has been complied with;
and

       

      (iv)           a
statement as to whether or not, in the opinion of such individual, such
condition or covenant has been complied with.


      
        
           


        

        
          5

          
            

          

        

        
           


        

      


      “Opinion
of Counsel” means a written opinion of counsel that (i) may be counsel for the
Trust, the Property Trustee or the Sponsor, (ii) unless otherwise provided, may
be an employee of the Sponsor but shall not be an employee of the Trust or the
Property Trustee, and (iii) shall be reasonably acceptable to the Property
Trustee.  Any Opinion of Counsel pertaining to U.S. Federal income tax
matters may rely, inter alia, on published rulings or other official
pronouncements of the U.S. Internal Revenue Service.

       

      [“Option
Closing Date” means the [Option Closing Date] as specified in the Underwriting
Agreement.]

       

      “Original
Declaration” has the meaning set forth in the recitals above.

       

      “Paying
Agent” has the meaning specified in Section 3.10(i).

       

      “Payment
Amount” has the meaning specified in Section 6.01.

       

      “Person”
means any individual, corporation, partnership, limited liability company, joint
venture, incorporated or unincorporated association, joint stock company, trust,
unincorporated organization or government or other agency or political
subdivision thereof or other entity of any kind.

       

      “Preferred
Securities” has the meaning specified in Section 7.01(b).

       

      “Preferred
Securities Guarantee” means the Guarantee Agreement dated as of __________, ____
of Centex and The Bank of New York Mellon Trust Company, National Association,
as initial guarantee trustee thereunder, in respect of the Preferred
Securities.

       

      “Preferred
Security Beneficial Owner” means, with respect to a Book Entry Interest, a
Person who is the beneficial owner of such Book Entry Interest, as reflected on
the books of the Clearing Agency or on the books of a Person maintaining an
account with such Clearing Agency (directly as a Clearing Agency Participant or
as an indirect participant, in each case in accordance with the rules of such
Clearing Agency).

       

      “Preferred
Security Certificate” means a definitive certificate in fully registered form
representing a Preferred Security substantially in the form of Annex I to
Exhibit B.

       

      “Property
Trustee” means the Trustee meeting the eligibility requirements set forth in
Section 5.01(c) and having the duties set forth for the Property Trustee
herein.

       

      “Property
Account” has the meaning specified in Section 3.10(c)(i).

       

      “Quorum”
means a majority of the Regular Trustees or, if there are only two Regular
Trustees, both such Regular Trustees.

       

      “Regular
Trustee” means any Trustee other than the Property Trustee and the Delaware
Trustee.

       

      “Resignation
Request” has the meaning specified in Section 5.02(c).


      
        
           


        

        
          6

          
            

          

        

        
           


        

      


      “Responsible
Officer” means, when used with respect to the Property Trustee, any officer
within the corporate trust department of the Property Trustee, including any
vice president, assistant vice president, assistant secretary, assistant
treasurer, trust officer or any other officer of the Property Trustee who
customarily performs functions similar to those performed by the Persons who at
the time shall be such officers, respectively, or to whom any corporate trust
matter is referred because of such Person’s knowledge of and familiarity with
the particular subject and, in either case, who shall have direct responsibility
for the administration of this Declaration.

       

      “Rule
3a-7” means Rule 3a-7 under the Investment Company Act or any successor rule
thereunder.

       

      “Securities”
means the Common Securities and the Preferred Securities.

       

      “Securities
Act” means the Securities Act of 1933, as amended from time to time, or any
successor legislation.

       

      “Special
Event” has the meaning set forth in the terms of the Securities as set forth in
Section 4 of Exhibits B and C hereto.

       

      “Sponsor”
or “Centex” means Centex Corporation, a Nevada corporation, or any successor
entity resulting from any merger, consolidation, amalgamation or other business
combination.

       

      “Statutory
Trust Act” means Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code §
3801 et seq., as it may be amended from time to time, or any successor
legislation.

       

      “Successor
Delaware Trustee” has the meaning specified in Section 5.02(a)(ii).

       

      “Successor
Entity” has the meaning specified in Section 3.18(b)(i).

       

      “Successor
Property Trustee” has the meaning specified in Section 5.02(a)(i).

       

      “Successor
Securities” has the meaning specified in Section 3.18(b)(i)(B).

       

      “Super
Majority” has the meaning specified in Section 2.06(a)(ii).

       

      “Supplemental
Indenture” means the _____ Supplemental Indenture dated as of ________, ____
between Centex and the Debenture Trustee, pursuant to which the Debentures are
to be issued to the Property Trustee.

       

      “10% of
Outstanding” Securities means, except as provided in the penultimate paragraph
of Section [6](b) of Exhibit B hereto, Holder(s) of outstanding Securities
voting together as a single class or, as the context may require, Holder(s) of
outstanding Preferred Securities or Common Securities, voting separately as a
class, who are the record owners of a relevant class of Securities representing
10% or more of the outstanding Securities of such class.


      
        
           


        

        
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      “Treasury
Regulations” means the income tax regulations, including temporary regulations,
promulgated under the Code by the United States Treasury, as such regulations
may be amended from time to time (including corresponding provisions of
succeeding regulations).

       

      “Trust”
has the meaning set forth in the recitals above.

       

      “Trustee”
or “Trustees” means each Person who has signed this Declaration as a trustee, so
long as such Person shall continue in office in accordance with the terms
hereof, and all other Persons who may from time to time be duly appointed,
qualified and serving as Trustees in accordance with the provisions hereof, and
references herein to a Trustee or the Trustees shall refer to such Person or
Persons solely in their capacity as trustees hereunder.

       

      “Trust
Indenture Act” means the Trust Indenture Act of 1939, as amended from time to
time, or any successor legislation.

       

      “Underwriting
Agreement” means the Underwriting Agreement dated as of __________, ____ among
the Trust, the Sponsor and _______ and _________, as [representatives of the
several] underwriters [named therein].

       

      “United
States Person” means a United States person for United States Federal income tax
purposes.

       

      ARTICLE
II

      TRUST
INDENTURE ACT

       

      SECTION
2.01           Trust Indenture Act;
Application

       

      (a)           This
Declaration is subject to the provisions of the Trust Indenture Act that are
required to be part of this Declaration and shall, to the extent applicable, be
governed by such provisions.

       

      (b)           If
and to the extent that any provision of this Declaration limits, qualifies or
conflicts with the duties imposed by §§ 310 to 317, inclusive, of the Trust
Indenture Act, such imposed duties shall control.

       

      (c)           The
Property Trustee, to the extent permitted by applicable law and/or the rules and
regulations of the Commission, shall be the only Trustee which is a trustee for
the purposes of the Trust Indenture Act.

       

      (d)           The
application of the Trust Indenture Act to this Declaration shall not affect the
nature of the Securities as equity securities representing undivided beneficial
interests in the assets of the Trust.

       

      SECTION
2.02           Lists of Holders of Preferred
Securities

       

      (a)           Each
of the Sponsor and the Regular Trustees on behalf of the Trust shall provide the
Property Trustee (unless the Property Trustee is the registrar for the
Securities) (i) on each regular record date for payment of Distributions, a
list, in such form as the Property Trustee may reasonably require, of the names
and addresses of the Holders (“List of Holders”) as of such record date, and
(ii) at any other time, within 30 days of receipt by the Trust of a written
request for a List of Holders as of a date no more than 15 days before such List
of Holders is given to the Property Trustee; provided that in each case neither
the Sponsor nor the Regular Trustees on behalf of the Trust shall be obligated
to provide such List of Holders at any time that the List of Holders does not
differ from the most recent List of Holders given to the Property Trustee by the
Sponsor and the Regular Trustees on behalf of the Trust.  The Property
Trustee shall preserve, in as current a form as is reasonably practicable, all
information contained in the Lists of Holders given to it or which it receives
in the capacity as Paying Agent (if acting in such capacity); provided that the
Property Trustee may destroy any List of Holders previously given to it on
receipt of a new List of Holders.


      
        
           


        

        
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      (b)           The
Property Trustee shall comply with its obligations under §§ 310(b), 311 and
312(b) of the Trust Indenture Act.

       

      SECTION
2.03           Reports by the Property
Trustee

       

      Within 60
days after May 15 of each year, commencing May 15, ____, the Property Trustee
shall deliver to the Holders of the Securities such reports as are required by §
313 of the Trust Indenture Act, if any, in the form, in the manner and at the
times provided by § 313 of the Trust Indenture Act.  The Property
Trustee shall also comply with the other requirements of § 313 of the Trust
Indenture Act.  A copy of each such report shall, at the time of such
transmission to Holders, be filed by the Property Trustee with the Sponsor, with
each stock exchange or quotation system upon which any Preferred Securities are
listed or traded (if so listed or traded) and also with the
Commission.  The Regular Trustees agree to notify the Property Trustee
and the Sponsor when any Preferred Securities become listed on any stock
exchange or quotation system and of any delisting thereof.

       

      SECTION
2.04           Periodic Reports to the Property
Trustee

       

      Each of
the Sponsor and the Regular Trustees on behalf of the Trust shall provide to the
Property Trustee, the Commission and the Holders of the Securities, as
applicable, such documents, reports and information (if any) as required by §
314(a)(1)-(3) of the Trust Indenture Act and the compliance certificates
required by § 314(a)(4) and (c) of the Trust Indenture Act, any such
certificates to be provided in the form, in the manner and at the times required
by § 314(a)(4) and (c) of the Trust Indenture Act (provided that any certificate
to be provided pursuant to § 314(a)(4) of the Trust Indenture Act shall be
provided within 120 days of the end of each Fiscal Year).  Delivery of
such reports, information and documents to the Property Trustee is for
informational purposes only and the Property Trustee’s receipt of such shall not
constitute constructive notice of any information contained therein, including
the Sponsor’s compliance with any of its covenants hereunder (as to which the
Property Trustee is entitled to rely exclusively on Officers’ Certificates or on
certificates provided pursuant to this Section 2.04).


      
        
           


        

        
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      SECTION
2.05           Evidence of Compliance with
Conditions Precedent

       

      Each of
the Sponsor and the Regular Trustees on behalf of the Trust shall provide to the
Property Trustee such evidence of compliance with any conditions precedent, if
any, provided for in this Declaration which relate to any of the matters set
forth in § 314(c) of the Trust Indenture Act.  Any certificate or
opinion required to be given by an officer pursuant to § 314(c) may be given in
the form of an Officers’ Certificate.

       

      SECTION
2.06           Events of Default;
Waiver

       

      (a)           The
Holders of a Majority of Outstanding Preferred Securities may, by vote, on
behalf of the Holders of all of the Preferred Securities, waive any past Event
of Default in respect of the Preferred Securities and its consequences; provided
that, if the underlying Event of Default under the Indenture:

       

      (i)        
   is not waivable under the Indenture, the Event of Default
under this Declaration shall also not be waivable; or

       

      (ii)           requires
the consent or vote of the holders of greater than a majority in aggregate
principal amount of the Debentures (a “Super Majority”) to be waived under the
Indenture, the Event of Default under this Declaration may only be waived by the
vote of the Holders of at least the proportion in aggregate liquidation amount
of the Preferred Securities that the relevant Super Majority represents of the
aggregate principal amount of the Debentures outstanding.

       

      The
foregoing provisions of this Section 2.06(a) shall be in lieu of § 316(a)(1)(B)
of the Trust Indenture Act and such § 316(a)(1)(B) of the Trust Indenture Act is
hereby expressly excluded from this Declaration and the Securities, as permitted
by the Trust Indenture Act.  Upon such waiver, any such default shall
cease to exist, and any Event of Default with respect to the Preferred
Securities arising therefrom shall be deemed to have been cured, for every
purpose of this Declaration, but no such waiver shall extend to any subsequent
or other default or Event of Default with respect to the Preferred Securities or
impair any right consequent thereon.  Any waiver by the Holders of the
Preferred Securities of an Event of Default with respect to the Preferred
Securities shall also be deemed to constitute a waiver by the Holders of the
Common Securities of any such Event of Default with respect to the Common
Securities for all purposes of this Declaration without any further act, vote or
consent of the Holders of the Common Securities.

       

      (b)           The
Holders of a Majority of Outstanding Common Securities may, by vote, on behalf
of the Holders of all of the Common Securities, waive any past Event of Default
with respect to the Common Securities and its consequences; provided that, if
the underlying Event of Default under the Indenture:

       

      (i)        
   is not waivable under the Indenture, except where the Holders
of the Common Securities are deemed to have waived such Event of Default under
this Declaration as provided above in Section 2.06(a) or below in this Section
2.06(b), the Event of Default under this Declaration shall also not be waivable;
or


      
        
           


        

        
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      (ii)           requires
the consent or vote of a Super Majority to be waived, except where the Holders
of the Common Securities are deemed to have waived such Event of Default under
this Declaration as provided above in Section 2.06(a) or below in this Section
2.06(b), the Event of Default under this Declaration may only be waived by the
vote of the Holders of at least the proportion in aggregate liquidation amount
of the Common Securities that the relevant Super Majority represents of the
aggregate principal amount of the Debentures outstanding;

       

      provided,
further, that the Holders of Common Securities will be deemed to have waived any
such Event of Default and all Events of Defaults with respect to the Common
Securities and their consequences until all Events of Default with respect to
the Preferred Securities have been cured, waived or otherwise eliminated, and
until such Events of Default have been so cured, waived or otherwise eliminated,
the Property Trustee will be deemed to be acting solely on behalf of the Holders
of the Preferred Securities and only the Holders of the Preferred Securities
will have the right to direct the Property Trustee in accordance with the terms
of the Securities.  The foregoing provisions of this Section 2.06(b)
shall be in lieu of §§ 316(a)(1)(A) and 316(a)(1)(B) of the Trust Indenture Act
and such §§ 316(a)(1)(A) and 316(a)(1)(B) of the Trust Indenture Act are hereby
expressly excluded from this Declaration and the Securities, as permitted by the
Trust Indenture Act.  In the event that any Event of Default with
respect to the Preferred Securities is waived by the Holders of Preferred
Securities as provided in this Declaration, the Holders of Common Securities
agree that such waiver shall also constitute the waiver of such Event of Default
with respect to the Common Securities for all purposes under this Declaration
without any further act, vote or consent of the Holders of the Common
Securities.  Subject to the foregoing provisions of this Section
2.06(b), upon such waiver, any such default shall cease to exist and any Event
of Default with respect to the Common Securities arising therefrom shall be
deemed to have been cured for every purpose of this Declaration, but no such
waiver shall extend to any subsequent or other default or Event of Default with
respect to the Common Securities or impair any right consequent
thereon.

       

      (c)           A
waiver of an Event of Default under the Indenture by the Property Trustee, at
the direction of the Holders of Preferred Securities, constitutes a waiver of
the corresponding Event of Default under this Declaration.  The
foregoing provisions of this Section 2.06(c) shall be in lieu of § 316(a)(1)(B)
of the Trust Indenture Act and such § 316(a)(1)(B) of the Trust Indenture Act is
hereby expressly excluded from this Declaration and the Securities, as permitted
by the Trust Indenture Act.

       

      SECTION
2.07           Disclosure of
Information

       

      The
disclosure of information as to the names and addresses of the Holders of the
Securities in accordance with § 312 of the Trust Indenture Act, regardless of
the source from which such information was derived, shall not be deemed to be a
violation of any existing law, or any law hereafter enacted which does not
specifically refer to § 312 of the Trust Indenture Act, nor shall the Property
Trustee be held accountable by reason of mailing any material pursuant to a
request made under § 312(b) of the Trust Indenture Act.


      
        
           


        

        
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      SECTION
2.08           Provision of Information to
Centex

       

      The
Regular Trustees shall provide Centex with such documents, reports and other
information with respect to the Trust and the Holders as are necessary to permit
Centex to comply with its obligations under this Article II, Article II of the
Preferred Securities Guarantee and §§ 312 and 314 of the Trust Indenture
Act.

       

      ARTICLE
III

      ORGANIZATION

       

      SECTION
3.01           Name

       

      The Trust
continued by this Declaration is named “Centex Trust [I] [II]” as such name may
be modified from time to time by the Regular Trustees following written notice
to the Holders of the Securities.  The Trust’s activities may be
conducted under the name of the Trust or any other name deemed advisable by the
Regular Trustees.

       

      SECTION
3.02           Office

       

      The
address of the principal office of the Trust is c/o Centex Corporation, 2728
North Harwood, Dallas, Texas 75201.  Upon ten days’ written notice to
the Holders, the Regular Trustees may change the location of the Trust’s
principal office.

       

      SECTION
3.03           Issuance of the
Securities

       

      The
Sponsor, on behalf of the Trust and pursuant to the Original Declaration,
executed and delivered the Underwriting Agreement.  On the Closing
Date and contemporaneously with the execution and delivery of this Declaration,
one or more of the Regular Trustees, in accordance with Section 7.01 and on
behalf of the Trust, shall execute and deliver (i) one or more Global
Certificates, registered in the name of the nominee of the initial Clearing
Agency as specified in Section 9.04 for the benefit of the underwriters named in
the Underwriting Agreement, in an aggregate amount of ___________ Preferred
Securities having an aggregate liquidation amount of $__________, against
receipt of the aggregate purchase price of such Preferred Securities of
$___________, and (ii) to the Sponsor, one or more Common Securities
Certificates, registered in the name of the Sponsor, in an aggregate amount of
________ Common Securities having an aggregate liquidation amount of
$____________, against receipt of the aggregate purchase price of such Common
Securities of $___________.  [In the event and to the extent the
over-allotment option granted by the Trust and the Sponsor pursuant to the
Underwriting Agreement is exercised by such underwriters, on the Option Closing
Date, the Regular Trustees, in accordance with Section 7.01 and on behalf of the
Trust, shall execute and deliver [(i)] one or more Global Certificates,
registered in the name of the nominee of the initial Clearing Agency as
specified in Section 9.04 for the benefit of the underwriters named in the
Underwriting Agreement, in an aggregate amount of up to _________ Preferred
Securities having an aggregate liquidation amount of up to $_________, against
receipt of the aggregate purchase price of such Preferred Securities of up to
$_________, [and (ii) to the Sponsor, one or more Common Securities
Certificates, registered in the name of the nominee of the Sponsor, in an
aggregate amount of up to _________ Common Securities having an aggregate
liquidation amount of up to $_________, against receipt of the aggregate
purchase price of such Common Securities of up to $_________.]


      
        
           


        

        
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      SECTION
3.04           Purchase of
Debentures

       

      On the
Closing Date and contemporaneously with the execution and delivery of this
Declaration, one or more of the Regular Trustees, on behalf of the Trust, shall
purchase from the Sponsor with the proceeds received by the Trust from the sale
of the Securities on such date pursuant to Section 3.03, at a purchase price of
100% of the principal amount thereof, Debentures, registered in the name of the
Property Trustee and having an aggregate principal amount equal to $___________,
and, in satisfaction of the purchase price for such Debentures, the Regular
Trustees, on behalf of the Trust, shall deliver or cause to be delivered to the
Sponsor the sum of $___________.  [In the event the over-allotment
option granted by the Trust and the Sponsor with respect to the Preferred
Securities pursuant to the Underwriting Agreement is exercised by the
underwriters named therein, on the Option Closing Date, the Regular Trustees, on
behalf of the Trust, shall purchase from the Sponsor with the proceeds received
by the Trust from the sale of the [Preferred] Securities on such date pursuant
to Section 3.03, at a purchase price of 100% of the principal amount thereof,
additional Debentures, registered in the name of the Property Trustee and having
an aggregate principal amount of up to $________, and, in satisfaction of the
purchase price for such Debentures, the Regular Trustees, on behalf of the
Trust, shall deliver or cause to be delivered to the Sponsor an amount equal to
the aggregate principal amount of the Debentures being purchased.]

       

      SECTION
3.05           Purpose

       

      The
exclusive purposes and functions of the Trust are:  (a)(i) to issue
and sell Preferred Securities for cash and use the proceeds of such sales to
purchase from Centex Debentures issued under the Indenture having an aggregate
principal amount equal to the aggregate liquidation amount of the Preferred
Securities so issued and sold; (ii) to enter into such agreements and
arrangements as may be necessary in connection with the sale of Preferred
Securities to the initial purchasers thereof (including the Underwriting
Agreement) and to take all action, and exercise such discretion, as may be
necessary or desirable in connection therewith and to file such registration
statements or make such other filings under the Securities Act, the Exchange Act
or state securities or “Blue Sky” laws as may be necessary or desirable in
connection therewith and with the issuance of the Preferred Securities; and
(iii) to issue and sell Common Securities to Centex for cash and use the
proceeds of such sale to purchase from Centex Debentures issued under the
Indenture having an aggregate principal amount equal to the aggregate
liquidation amount of the Common Securities so issued and sold; and (b) except
as otherwise limited herein, to engage in only those other activities necessary
or incidental thereto, including such other activities specifically authorized
in this Declaration.  The Trust shall not borrow money, issue debt or
reinvest proceeds derived from investments, mortgage or pledge any of its assets
or at any time while the Securities are outstanding, otherwise undertake (or
permit to be undertaken) any activity that would result in or cause the Trust
not to be classified for United States Federal income tax purposes as a grantor
trust.


      
        
           


        

        
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      SECTION
3.06           Authority

       

      Subject
to the limitations provided in this Declaration and to the specific duties of
the Property Trustee, the Regular Trustees shall have exclusive and complete
authority to carry out the purposes of the Trust.  An action taken by
the Regular Trustees in accordance with their powers shall constitute the act of
and serve to bind the Trust, and an action taken by the Property Trustee on
behalf of the Trust in accordance with its powers shall constitute the act of
and serve to bind the Trust.  In dealing with the Trustees acting on
behalf of the Trust, no Person shall be required to inquire into the authority
of the Trustees to bind the Trust.  Persons dealing with the Trust are
entitled to rely conclusively on the power and authority of the Trustees as set
forth in this Declaration.

       

      SECTION
3.07           Title to Property of the
Trust

       

      Except as
provided in Section 3.10 with respect to the Debentures and the Property Account
or unless otherwise provided in this Declaration, legal title to all assets of
the Trust shall be vested in the Trust.  The Holders shall not have
legal title to any part of the assets of the Trust, but shall have undivided
beneficial interests in the assets of the Trust.

       

      SECTION
3.08           Powers and Duties of the Regular
Trustees

       

      Each
Regular Trustee shall be a United States Person.  The Regular Trustees
shall have the exclusive power, authority and duty to cause the Trust, and shall
cause the Trust, to engage in the following activities:

       

      (a)           to
issue Preferred Securities and Common Securities, in each case in accordance
with this Declaration; provided, however, that the Trust may issue no more than
one series of Preferred Securities and no more than one series of Common
Securities, and, provided further, that there shall be no interests in the Trust
other than the Securities and the issuance of Securities shall be limited to
[(x)] a one-time, simultaneous issuance of both Preferred Securities and Common
Securities on the Closing Date [and (y) any subsequent issuance of both
Preferred Securities and Common Securities on the Option Closing Date pursuant
to an exercise of the over-allotment option granted to the underwriters in the
Underwriting Agreement];

       

      (b)           to
execute, deliver and perform the Depositary Agreement on behalf of the
Trust;

       

      (c)           to
acquire as trust assets Debentures with the proceeds of the sale of the
Preferred Securities and the Common Securities; provided, however, that the
Regular Trustees shall cause legal title to all of the Debentures to be vested
in, and the Debentures to be held of record in the name of, the Property Trustee
for the benefit of the Holders of the Preferred Securities and the Common
Securities;

       

      (d)           if
and to the extent that the Sponsor on behalf of the Trust has not already done
so, to cause the Trust to enter into the Underwriting Agreement and/or such
other agreements and arrangements as may be necessary or desirable in connection
with the sale of the Preferred Securities to the initial purchasers thereof and
the consummation thereof, and to take all action, and exercise all discretion,
as may be necessary or desirable in connection with the consummation
thereof;


      
        
           


        

        
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      (e)           to
give the Sponsor and the Property Trustee prompt written notice of the
occurrence of a Special Event;

       

      (f)           to
establish a record date with respect to all actions to be taken hereunder that
require a record date be established, including for the purposes of § 316(c) of
the Trust Indenture Act and with respect to Distributions, voting rights,
redemptions, and exchanges, and to issue relevant notices to Holders of the
Preferred Securities and Common Securities as to such actions and applicable
record dates;

       

      (g)           to
bring or defend, pay, collect, compromise, arbitrate, resort to legal action or
otherwise adjust claims or demands of or against the Trust (“Legal Action”),
unless pursuant to Section 3.10, the Property Trustee has the exclusive power to
bring such Legal Action;

       

      (h)           to
employ or otherwise engage employees and agents (who may be designated as
officers with titles) and managers, contractors, advisors and consultants and
pay reasonable compensation for such services;

       

      (i)     
      to cause the Trust to comply with the
Trust’s obligations under the Trust Indenture Act;

       

      (j)         
  to give the certificate to the Property Trustee required by §
314(a)(4) of the Trust Indenture Act, which certificate may be executed by any
Regular Trustee;

       

      (k)           to
incur expenses which are necessary or incidental to carrying out any of the
purposes of the Trust;

       

      (l)       
    to act as, or appoint another Person to act as,
registrar and transfer agent for the Securities, the Regular Trustees hereby
initially appointing the Property Trustee for such purposes;

       

      (m)           to
take all actions and perform such duties as may be required of the Regular
Trustee, pursuant to the terms of the Securities set forth in Exhibits B and C
hereto;

       

      (n)           to
take all actions which may be necessary or appropriate for the preservation and
the continuation of the Trust’s valid existence, rights, franchises and
privileges as a statutory trust under the laws of the State of Delaware and of
each other jurisdiction in which such existence is necessary to protect the
limited liability of the Holders of the Securities or to enable the Trust to
effect the purposes for which the Trust has been created;

       

      (o)           to
take all actions, not inconsistent with this Declaration, the Certificate of
Trust or applicable law, which the Regular Trustees determine in their
discretion to be necessary or desirable in carrying out the purposes of the
Trust and the activities of the Trust as set out in this Section 3.08,
including, but not limited to:


      
        
           


        

        
          15

          
            

          

        

        
           


        

      


      (i)      
      causing the Trust not to be deemed to be an
Investment Company required to be registered under the Investment Company
Act;

       

      (ii)      
     causing the Trust to be classified for United
States Federal income tax purposes as a grantor trust; and

       

      (iii)           cooperating
with the Sponsor to ensure that the Debentures will be treated as indebtedness
of the Sponsor for United States Federal income tax purposes;

       

      (p)           to
take all actions necessary to cause all applicable tax returns and tax
information reports and forms that are required to be filed with respect to the
Trust to be duly prepared and filed by the Regular Trustees, on behalf of the
Trust, and to comply with any applicable requirements imposed by any taxing
authority on holders of instruments treated as indebtedness for United States
Federal income tax purposes;

       

      (q)           subject
to the requirements of Rule 3a-7 (if the Trust is excluded from the definition
of an Investment Company solely by reason of Rule 3a-7) and § 317(b) of the
Trust Indenture Act, to appoint one or more Paying Agents in addition to the
Property Trustee; and

       

      (r)       
    to execute all documents or instruments, perform all
duties and powers and do all things for and on behalf of the Trust in all
matters necessary or incidental to the foregoing.

       

      The
Regular Trustees must exercise the powers set forth in this Section 3.08 in a
manner which is consistent with the purposes and functions of the Trust set out
in Section 3.05, and the Regular Trustees shall not take any action which is
inconsistent with the purposes and functions of the Trust set forth in Section
3.05.

       

      Subject
to this Section 3.08, the Regular Trustees shall have none of the powers or any
of the authority of the Property Trustee set forth in Section 3.10.

       

      The
Regular Trustees shall take all actions on behalf of the Trust that are not
specifically required by this Declaration to be taken by any other
Trustee.

       

      Any
expenses incurred by the Regular Trustees pursuant to this Section 3.08 shall be
reimbursed by the Sponsor.

       

      SECTION
3.09           Prohibition of Actions by the Trust
and the Trustees

       

      The Trust
shall not, and the Trustees (including the Property Trustee) shall cause the
Trust not to, engage in any activity other than in connection with the purposes
of the Trust or other than as required or authorized by this
Declaration.  In particular, the Trust shall not and the Trustees
(including the Property Trustee) shall not cause the Trust to:

       

      (a)     
      invest any proceeds received by the Trust as
a result of holding the Debentures, but the Trust shall promptly distribute from
the Property Account all such proceeds to Holders of Securities pursuant to the
terms of this Declaration and of the Securities;


      
        
           


        

        
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      (b)           acquire
any assets other than as expressly provided herein;

       

      (c)           possess
Trust property for other than a Trust purpose;

       

      (d)           make
any loans, other than loans represented by the Debentures;

       

      (e)           possess
any power or otherwise act in such a way as to vary the Trust assets or the
terms of the Securities in any way whatsoever, except as otherwise expressly
provided herein;

       

      (f)    
       issue any securities or other
evidences of beneficial ownership of, or beneficial interests in, the Trust
other than the Securities;

       

      (g)           incur
any indebtedness for borrowed money;

       

      (h)           (i)
direct the time, method and place of conducting any proceeding for any remedy
available to the Debenture Trustee or exercising any trust or power conferred
upon the Debenture Trustee with respect to the Debentures, (ii) waive any past
default that is waivable under Section 6.06 of the Indenture, or (iii) exercise
any right to rescind or annul a declaration of acceleration of the maturity of
the principal of the Debentures, without, in each case, obtaining the prior
approval of the Holders of a Majority of Outstanding Securities;

       

      (i)           revoke
any action previously authorized or approved by a vote of the Holders of
Preferred Securities except by subsequent vote of such Holders;

       

      (j)           consent
to any amendment, modification or termination of the Indenture or the
Debentures, where such consent shall be required, unless in the case of this
clause (j) the Property Trustee shall have received an Opinion of Counsel
experienced in such matters to the effect that such amendment, modification or
termination will not cause more than a remote risk that for United States
Federal income tax purposes the Trust will not be classified as a grantor
trust;

       

      (k)           take
or consent to any action that would result in the placement of a lien, pledge,
charge, mortgage or other encumbrance on any of the Trust property;

       

      (l)     
      vary the investment of certificate holders
of the Trust (within the meaning of Treasury Regulation Section 301.7701-4(c));
or

       

      (m)           after
the date hereof, enter into any contract or agreement (other than any depositary
agreement or any agreement with any securities exchange or automated quotation
system) that does not expressly provide that the Holders of Preferred
Securities, in their capacities as such, have limited liability (in accordance
with the provisions of the Statutory Trust Act) for the liabilities and
obligations of the Trust, which express provision shall be in substantially the
following form:

       

      The
Holders of the Preferred Securities, in their capacities as such, shall not be
personally liable for any liabilities or obligations of the Trust arising out of
this Declaration, and the parties hereto hereby agree that the Holders of the
Preferred Securities, in their capacities as such, shall be entitled to the same
limitation of personal liability extended to stockholders of private
corporations for profit organized under the General Corporation Law of the State
of Delaware.


      
        
           


        

        
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      SECTION
3.10           Powers and Duties of the Property
Trustee

       

      (a)           The
legal title to the Debentures shall be owned by and held of record in the name
of the Property Trustee in trust for the benefit of the Holders of the
Securities.  The right, title and interest of the Property Trustee to
the Debentures shall vest automatically in each Person who may hereafter be
appointed as Property Trustee in accordance with Article V.  Such
vesting and cessation of title shall be effective whether or not conveyancing
documents with regard to the Debentures have been executed and
delivered.

       

      (b)           The
Property Trustee shall not transfer its right, title and interest in the
Debentures to the Regular Trustees or, if the Property Trustee does not also act
as the Delaware Trustee, the Delaware Trustee.

       

      (c)           The
Property Trustee shall:

       

      (i)           establish
and maintain a segregated non-interest bearing bank account (the “Property
Account”) in the name of and under the exclusive control of the Property Trustee
on behalf of the Holders of the Securities and, on the receipt of payments of
funds made in respect of the Debentures held by the Property Trustee, deposit
such funds into the Property Account and, without any further acts of the
Property Trustee or the Regular Trustees, promptly make payments to the Holders
of the Preferred Securities and Common Securities from the Property Account in
accordance with Section 6.01.  Funds in the Property Account shall be
held uninvested, and without liability for interest thereon, until disbursed in
accordance with this Declaration.  The Property Account shall be an
account which is maintained with a banking institution whose long term unsecured
indebtedness is rated by a “nationally recognized statistical rating
organization,” as such term is defined for purposes of Rule 436(g)(2) under the
Securities Act, at least investment grade;

       

      (ii)           engage
in such ministerial activities as shall be necessary or appropriate to effect
promptly the redemption of the Preferred Securities and the Common Securities to
the extent the Debentures are redeemed or mature;

       

      (iii)           upon
notice of distribution issued by the Regular Trustees in accordance with the
terms of the Preferred Securities and the Common Securities, engage in such
ministerial activities as shall be necessary or appropriate to effect promptly
pursuant to terms of the Securities the distribution of Debentures to Holders of
Securities upon the election of the Holder of Common Securities to distribute
the Debentures to Holders of Securities and dissolve the Trust;

       

      (iv)           have
the legal power to exercise all of the rights, powers and privileges of a holder
of the Debentures under the Indenture and, if an Event of Default occurs and is
continuing, the Property Trustee, subject to Section 3.10(e), shall for the
benefit of the Holders of the Securities, enforce its rights as holder of the
Debentures under the Indenture, subject to the rights of the Holders of the
Preferred Securities pursuant to the terms of this Declaration, the Statutory
Trust Act and the Trust Indenture Act; and


      
        
           


        

        
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      (v)           be
a United States Person.

       

      (d)           The
Property Trustee shall take all actions and perform such duties as may be
specifically required of the Property Trustee pursuant to the terms of the
Securities set forth in Exhibits B and C hereto.

       

      (e)           If
an Event of Default has occurred and is continuing, then the Holders of a
Majority of Outstanding Preferred Securities will have, subject to Section
3.12(c)(iv), the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Property Trustee or to direct the
exercise of any trust or power conferred upon the Property Trustee under this
Declaration, including the right to direct the Property Trustee to exercise the
remedies available to it as a holder of the Debentures.  If the
Property Trustee fails to enforce its rights under the Debentures, a Holder of
Preferred Securities may, to the fullest extent permitted by law, after a period
of 30 days has elapsed since such Holder’s written request to the Property
Trustee to enforce such rights, institute a legal proceeding directly against
the Sponsor to enforce the Property Trustee’s rights under the Debentures
without first instituting any legal proceeding against the Property Trustee or
any other Person; provided that, if an Event of Default has occurred and is
continuing and such event is attributed to the failure of the Sponsor to pay
principal of, any premium or interest on or any Additional Amounts with respect
to the Debentures on the date such amounts are otherwise payable (or in the case
of redemption, on the redemption date), then a Holder of Preferred Securities
may directly institute a proceeding for enforcement of payment to such Holder of
such amounts on the Debentures having a principal amount equal to the aggregate
liquidation amount of the Preferred Securities of such Holder (a “Holder Direct
Action”) on or after the respective due date specified in the
Debentures.  In connection with such Holder Direct Action, the Sponsor
will be subrogated to the rights of such Holder of Preferred Securities to the
extent of any payment made by the Sponsor to such Holders of Preferred
Securities in such Holder Direct Action.  Except as provided in the
preceding sentences, the Holders of Preferred Securities will not be able to
exercise directly any other remedy available to the holders of the
Debentures.

       

      (f)      
     All moneys deposited in the Property Account and
all Debentures held by the Property Trustee for the benefit of the Holders of
the Securities will not be subject to any right, charge, security interest, lien
or claim of any kind in favor of, or for the benefit of the Property Trustee or
its agents or their creditors.

       

      (g)           The
Property Trustee shall, within 90 days after the occurrence of a default with
respect to the Securities actually known to a Responsible Officer of the
Property Trustee, transmit by mail, first class postage prepaid, to the Holders
of the Securities, as their names and addresses appear upon the register, notice
of such default with respect to the Securities known to the Property Trustee,
unless such default shall have been cured before the giving of such notice (the
term “default” for the purposes of this Section 3.10(g) being hereby defined to
be an Indenture Event of Default, not including any periods of grace provided in
the Indenture and irrespective of the giving of any notice provided therein);
provided that, except in the case of default in the payment of the principal of,
any premium or interest on or any Additional Amounts with respect to any of the
Debentures, the Property Trustee shall be protected in withholding such notice
if and so long as the board of directors, the executive committee or a trust
committee of directors and/or Responsible Officers of the Property Trustee in
good faith determines that the withholding of such notice is in the interests of
the Holders of the Securities.  The Property Trustee shall not be
deemed to have knowledge of any default, except (i) a default in the payment of
principal, premium or interest on the Debentures or (ii) any default as to which
the Property Trustee shall have received written notice or a Responsible Officer
charged with the administration of this Declaration shall have obtained written
notice of such default.


      
        
           


        

        
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      (h)           The
Property Trustee shall continue to serve as a Trustee until either:

       

      (i)           the
Trust has been completely liquidated and the proceeds thereof distributed to the
Holders of Securities pursuant to the terms of the Securities; or

       

      (ii)           a
Successor Property Trustee has been appointed and accepted that appointment in
accordance with Article V.

       

      (i)           The
Property Trustee shall act as paying agent in respect of the Common Securities
and, if the Preferred Securities are not in book entry only form, the Preferred
Securities and, subject to Section 3.08(q), may authorize one or more Persons
(each, a “Paying Agent”) to pay Distributions, Additional Amounts, redemption
payments or liquidation payments on behalf of the Trust with respect to the
Preferred Securities.  Any such Paying Agent shall comply with §
317(b) of the Trust Indenture Act.  Any Paying Agent may be removed by
the Property Trustee, after consultation with the Regular Trustees, at any time
and a successor Paying Agent or additional Paying Agents may be appointed at any
time by the Property Trustee, subject to Section 3.08(q).

       

      (j)           The
Property Trustee shall give prompt written notice to the Holders of the
Securities of any notice received by it from Centex of its election to defer
payments of interest on or any Additional Amounts with respect to the Debentures
by extending the interest payment period with respect thereto.

       

      (k)           Subject
to this Section 3.10, the Property Trustee shall have none of the powers or the
authority of the Regular Trustees set forth in Section 3.08.

       

      (l)           The
Property Trustee shall exercise the powers, duties and rights set forth in this
Section 3.10 and Section 3.12 in a manner which is consistent with the purposes
and functions of the Trust set out in Section 3.05, and the Property Trustee
shall not take any action which is inconsistent with the purposes and functions
of the Trust set forth in Section 3.05.

       

      SECTION
3.11           Delaware Trustee

       

      (a)           Notwithstanding
any other provision of this Declaration, the Delaware Trustee shall not be
entitled to exercise any powers, nor shall the Delaware Trustee have any of the
duties and responsibilities of the Regular Trustees or the Property Trustee
described in this Declaration.  The Delaware Trustee shall be a
Trustee for the sole and limited purpose of fulfilling the requirements of §
3807 of the Statutory Trust Act and shall be a United States
Person.


      
        
           


        

        
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      (b)           It
is expressly understood and agreed by the parties hereto that in fulfilling its
obligations as Delaware Trustee hereunder on behalf of the Trust, (i) any
agreements or instruments executed and delivered by BNY Mellon Trust of Delaware
are executed and delivered not in its individual capacity but solely as Delaware
Trustee under this Declaration in the exercise of the powers and authority
conferred and vested in it, (ii) each of the representations, undertakings and
agreements herein made on the part of the Trust is made and intended not as
representations, warranties, covenants, undertakings and agreements by BNY
Mellon Trust of Delaware in its individual capacity but is made and intended for
the purpose of binding only the Trust, and (iii) under no circumstances shall
BNY Mellon Trust of Delaware in its individual capacity be personally liable for
the payment of any indebtedness or expenses of the Trust or be liable for the
breach or failure of any obligation, representation, warranty or covenant made
or undertaken by the Trust under this Declaration, except if such breach or
failure is due to any gross negligence or willful misconduct of the Delaware
Trustee.

       

      SECTION
3.12           Certain Rights and Duties of the
Property Trustee

       

      (a)           The
Property Trustee, before the occurrence of an Event of Default and after the
curing or waiving of all Events of Default that may have occurred, shall
undertake to perform only such duties as are specifically set forth in this
Declaration, and no implied covenants shall be read into this Declaration
against the Property Trustee.  In case an Event of Default has
occurred (that has not been cured or waived pursuant to Section 2.06), the
Property Trustee shall exercise such of the rights and powers vested in it by
this Declaration, and use the same degree of care and skill in its exercise
thereof, as a prudent person would exercise or use under the circumstances in
the conduct of his own affairs.

       

      (b)           No
provision of this Declaration shall be construed to relieve the Property Trustee
from liability for its own negligent action, its own negligent failure to act or
its own willful misconduct, except that:

       

      (i)           prior
to the occurrence of an Event of Default and after the curing or waiving of all
such Events of Default that may have occurred:

       

      (A)           the
duties and obligations of the Property Trustee shall be determined solely by the
express provisions of this Declaration, and the Property Trustee shall not be
liable except for the performance of such duties and obligations as are
specifically set forth in this Declaration, and no implied covenants or
obligations shall be read into this Declaration against the Property Trustee;
and

       

      (B)      
     in the absence of bad faith on the part of the
Property Trustee, the Property Trustee may conclusively rely, as to the truth of
the statements and the correctness of the opinions expressed therein, upon any
certificates or opinions furnished to the Property Trustee and conforming to the
requirements of this Declaration; provided, however, that in the case of any
such certificates or opinions that by any provision hereof or the Trust
Indenture Act are specifically required to be furnished to the Property Trustee,
the Property Trustee shall be under a duty to examine the same to determine
whether or not they conform to the requirements of this Declaration or the Trust
Indenture Act, as the case may be;


      
        
           


        

        
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      (ii)           the
Property Trustee shall not be liable for any error of judgment made in good
faith by a Responsible Officer of the Property Trustee, unless it shall be
proved that the Property Trustee was negligent in ascertaining the pertinent
facts upon which such judgment was made;

       

      (iii)          the
Property Trustee shall not be liable with respect to any action taken or omitted
to be taken by it in good faith in accordance with the direction of the Holders
of not less than a Majority of Outstanding Securities relating to the time,
method and place of conducting any proceeding for any remedy available to the
Property Trustee hereunder or under the Indenture, or exercising any trust or
power conferred upon the Property Trustee under this Declaration;
and

       

      (iv)          no
provision of this Declaration shall require the Property Trustee to expend or
risk its own funds or otherwise incur personal financial liability in the
performance of any of its duties or in the exercise of any of its rights or
powers, if it shall have reasonable grounds for believing that the repayment of
such funds or liability is not reasonably assured to it under the terms of this
Declaration or adequate indemnity against such risk or liability is not
furnished to it.

       

      (c)           Subject
to the provisions of Section 3.12(a) and (b):

       

      (i)       
    whenever in the administration of this Declaration, the
Property Trustee shall deem it desirable that a matter be proved or established
prior to taking, suffering or omitting any action hereunder, the Property
Trustee (unless other evidence is herein specifically prescribed) may, in the
absence of bad faith on its part and, if the Trust is excluded from the
definition of Investment Company solely by means of Rule 3a-7, subject to the
requirements of Rule 3a-7, request and rely upon an Officers’ Certificate which,
upon receipt of such request, shall be promptly delivered by the Sponsor or the
Regular Trustees;

       

      (ii)        
   the Property Trustee (A) may consult with counsel selected by
it in good faith and with due care and the written advice or opinion of such
counsel with respect to legal matters shall be full and complete protection in
respect of any action taken, suffered or omitted by it hereunder in good faith
and in reliance thereon and in accordance with such advice and opinion and (B)
shall have the right at any time to seek instructions concerning the
administration of this Declaration from any court of competent
jurisdiction;


      
        
           


        

        
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      (iii)          the
Property Trustee may execute any of the trusts or powers hereunder or perform
any duties hereunder either directly or by or through agents or attorneys, and
the Property Trustee shall not be responsible for any misconduct or negligence
on the part of any agent or attorney appointed by it in good faith and with due
care;

       

      (iv)          the
Property Trustee shall be under no obligation to exercise any of the rights or
powers vested in it by this Declaration at the request or direction of any
Holder, unless such Holder shall have furnished to the Property Trustee security
and indemnity satisfactory to the Property Trustee against the costs, expenses
(including attorneys’ fees and expenses) and liabilities that might be incurred
by it in complying with such request or direction; provided that nothing
contained in this clause (iv) shall relieve the Property Trustee of the
obligation, upon the occurrence of an Event of Default (which has not been cured
or waived) to exercise such of the rights and powers vested in it by this
Declaration, and to use the same degree of care and skill in this exercise as a
prudent person would exercise or use under the circumstances in the conduct of
his own affairs;

       

      (v)           any
action taken by the Property Trustee or its agents hereunder shall bind the
Holders of the Securities, and the signature of the Property Trustee or its
agents alone shall be sufficient and effective to perform any such action; and
no third party shall be required to inquire as to the authority of the Property
Trustee to so act, or as to its compliance with any of the terms and provisions
of this Declaration, both of which shall be conclusively evidenced by the
Property Trustee’s or its agent’s taking such action; and

       

      (vi)           whenever
in the administration of this Declaration the Property Trustee shall deem it
necessary or desirable to receive instructions with respect to enforcing any
remedy or right or taking any other action hereunder, the Property Trustee may
request instructions from the Holders of the Securities, which instructions
shall be given by the Holders of the same proportion in liquidation amount of
the Securities as would be entitled to direct the Property Trustee under the
terms of the Securities in respect of such remedy, right or action.

       

      (d)           The
Property Trustee, in its individual or any other capacity, may become the owner
or pledgee of Preferred Securities and may otherwise deal with the Sponsor with
the same rights it would have if it were not the Property Trustee.

       

      (e)           Except
as required by Section 3.10(c) hereof, all moneys received by the Property
Trustee shall, until used or applied as herein provided, be held in trust for
the purposes for which they were received, but need not be segregated from other
funds except to the extent required by law.  The Property Trustee
shall be under no liability for interest on any moneys received by it hereunder
except such as it may agree in writing to pay thereon.

       

      (f)           The
Sponsor covenants and agrees to pay to the Property Trustee from time to time,
and the Property Trustee shall be entitled to, such compensation as the Regular
Trustees and the Property Trustee shall from time to time agree in writing
(which shall not be limited by any provision of law in regard to the
compensation of a Property Trustee of an express trust) for all services
rendered by it in the execution of the trusts hereby created and in the exercise
and performance of any of the powers and duties hereunder of the Property
Trustee, and the Sponsor will pay or reimburse the Property Trustee upon its
request for all reasonable expenses, disbursements and advances incurred or made
by the Property Trustee in accordance with any of the provisions of this
Declaration (including the reasonable compensation and the reasonable expenses
and disbursements of its counsel and of all Persons not regularly in its employ)
except any such expense, disbursement or advance as may arise from its
negligence or bad faith.  The Sponsor also covenants to indemnify each
of the Property Trustee or any predecessor Property Trustee and their officers,
agents, directors and employees for, and to hold them harmless against, any and
all loss, liability, damage, claim or expense including taxes (other than taxes
based upon, measured by or determined by the income, profit, franchise or doing
business of the Property Trustee) incurred without negligence or bad faith on
the part of the Property Trustee and arising out of or in connection with the
acceptance or administration of this trust, including the reasonable costs and
expenses of defending itself against any claim (whether asserted by the Sponsor,
any Holder or any other Person) of liability in the premises.  The
provisions of this subpart (f) of this Section 3.12 shall survive the
termination of this Declaration and resignation or removal of the Property
Trustee.


      
        
           


        

        
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      (g)           Whether
or not expressly stated, every provision of this Declaration pertaining to the
Property Trustee shall be subject to this Section 3.12.

       

      SECTION
3.13           Registration Statement and Related
Matters

       

      In
accordance with the Original Declaration, Centex, as the sponsor of the Trust,
was authorized (a) to prepare and file with the Commission and execute, in each
case on behalf of the Trust, (i) a Registration Statement on Form S-3
(Registration No. 333-_______) (the “1933 Act Registration Statement”),
including any pre-effective or post-effective amendments to such Registration
Statement, relating to the registration under the Securities Act of the
Preferred Securities and certain other securities of the Sponsor and (ii) if the
Sponsor deemed it desirable, a Registration Statement on Form 8-A (the “1934 Act
Registration Statement”), including all pre-effective and post-effective
amendments thereto, relating to the registration of the Preferred Securities
under Section 12 of the Exchange Act; (b) if the Sponsor deemed it desirable, to
prepare and file with New York Stock Exchange, Inc. or any other automated
quotation system, exchange or over-the-counter market (collectively, the
“Exchanges”) and execute on behalf of the Trust a listing application or
applications and all other applications, statements, certificates, agreements
and other instruments as shall be necessary or desirable to cause the Preferred
Securities to be listed on any Exchange; (c) to prepare and file and execute on
behalf of the Trust such applications, reports, surety bonds, irrevocable
consents, appointments of attorney for service of process and other papers and
documents as the Sponsor, on behalf of the Trust, deemed necessary or desirable
to register the Preferred Securities under the securities or “Blue Sky” laws of
such jurisdictions as the Sponsor, on behalf of the Trust, deemed necessary or
desirable; (d) to negotiate the terms of and execute on behalf of the Trust the
Underwriting Agreement; and (e) to execute and deliver on behalf of the Trust
letters or documents to, or instruments for filing with, the Clearing Agency
relating to the Preferred Securities.  In the event that any filing
referred to in clauses (a)-(c) above is required by the rules and regulations of
the Commission, any Exchange, the National Association of Securities Dealers,
Inc. or state securities or blue sky laws, to be executed on behalf of the Trust
by the Regular Trustees, the Regular Trustees, in their capacities as Trustee of
the Trust, are hereby authorized to join in any such filing and to execute on
behalf of the Trust any and all of the foregoing.  In connection with
all of the foregoing, each Regular Trustee, solely in its capacity as Trustee of
the Trust, has constituted and appointed, and hereby confirms the appointment
of, ___________, ___________ and ___________, and each of them, as his, her or
its, as the case may be, true and lawful attorneys-in-fact, and agents, with
full power of substitution and resubstitution, for such Trustee or in such
Trustee’s name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to the 1933 Act Registration
Statement and the 1934 Act Registration Statement and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in connection therewith, as fully to all intents and purposes as such
Trustee might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents or any of them, or their or his or her
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.


      
        
           


        

        
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      SECTION
3.14           Filing of Amendments to Certificate
of Trust

       

      The
Restated Certificate of Trust as filed with the Secretary of State of the State
of Delaware on November 5, 2008 is attached hereto as Exhibit A.  On
or after the date of execution of this Declaration, the Regular Trustees shall
cause the filing with the Secretary of State of the State of Delaware of such
amendments, if any, to the Certificate of Trust as the Regular Trustees shall
deem necessary or desirable.

       

      SECTION
3.15           Execution of Documents by the
Regular Trustees

       

      Except as
otherwise required by the Statutory Trust Act with respect to the Certificate of
Trust or otherwise, any Regular Trustee, or if there is only one, such Regular
Trustee is authorized to execute and deliver on behalf of the Trust any
documents which the Regular Trustees have the power and authority to execute or
deliver pursuant to this Declaration.

       

      SECTION
3.16           Trustees Not Responsible for
Recitals or Issuance of Securities

       

      The
recitals contained in this Declaration and the Securities shall be taken as the
statements of the Sponsor, and the Trustees do not assume any responsibility for
their correctness.  The Trustees make no representations as to the
value or condition of the property of the Trust or any part
thereof.  The Trustees make no representations as to the validity or
sufficiency of this Declaration or the Securities.

       

      SECTION
3.17           Duration of the
Trust

       

      The
Trust, absent dissolution pursuant to the provisions of Article VIII hereof,
shall continue without dissolution until ___________, ____.


      
        
           


        

        
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      SECTION
3.18           Mergers

       

      (a)           The
Trust may not merge with or into, convert into, consolidate, amalgamate, or be
replaced by, or convey, transfer or lease its properties and assets
substantially as an entirety to any Person, except as described in Section
3.18(b) and (c) of this Declaration or Section 3(a) of Exhibits B or C to the
Declaration.

       

      (b)           The
Trust may, at the request of a Majority of Outstanding Common Securities, with
the consent of the Regular Trustees or, if there are more than two, a majority
of the Regular Trustees and without the consent of the Holders of Preferred
Securities, the Delaware Trustee or the Property Trustee, merge with or into,
convert into, consolidate, amalgamate, or be replaced by, or convey, transfer or
lease its properties and assets as an entirety or substantially as an entirety
to, a trust organized as such under the laws of any State of the United States;
provided that:

       

      (i)           such
successor entity (the “Successor Entity”) either:

       

      (A)           expressly
assumes all of the obligations of the Trust under the Securities and this
Declaration; or

       

      (B)          
 substitutes for the Securities other securities having substantially the
same terms as the Securities (the “Successor Securities”) so long as the
Successor Securities rank the same as the Securities rank with respect to
Distributions and payments upon liquidation, redemption and
otherwise;

       

      (ii)           a
Majority of Outstanding Common Securities, by vote, expressly appoints a trustee
of the Successor Entity that possesses the same powers and duties as the
Property Trustee as the holder of the Debentures;

       

      (iii)           the
Successor Securities are listed, or any Successor Securities will be listed upon
notification of issuance, on any national securities exchange or with another
organization in which the Preferred Securities are then listed or quoted, if
any;

       

      (iv)           if
the Preferred Securities (including any Successor Securities) are rated
(including any public information rating) by any nationally recognized
statistical rating organization prior to such transaction, such merger,
conversion, consolidation, amalgamation, replacement, conveyance, transfer or
lease does not cause the Preferred Securities (including any Successor
Securities), or if the Debentures are so rated, the Debentures, to be downgraded
by any nationally recognized statistical rating organization;

       

      (v)           such
merger, conversion, consolidation, amalgamation, replacement, conveyance,
transfer or lease does not adversely affect the rights, preferences and
privileges of the Holders (including the holders of any Successor Securities) in
any material respect (other than with respect to any dilution of such Holders’
interests in the new entity);


      
        
           


        

        
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      (vi)           such
Successor Entity has purposes substantially identical to those of the
Trust;

       

      (vii)          such
merger, conversion, consolidation, amalgamation, replacement, conveyance,
transfer or lease would not cause any of the following:

       

      (A)           the
rights, preferences and privileges of the Holders (including the holders of any
Successor Securities) to be adversely affected in any material respect (other
than with respect to any dilution of the Holders’ interest in the new
entity);

       

      (B)           the
Trust (or the Successor Entity) to be required to register as an Investment
Company under the Investment Company Act; or

       

      (C)           the
Trust (or the Successor Entity) to be classified as other than a grantor trust
for United States Federal income tax purposes;

       

      and the
Sponsor and the Regular Trustees shall have received an Opinion of Counsel, who
shall not be an employee of the Sponsor and who shall be experienced in such
matters, to that effect;

       

      (viii)         prior
to such merger, conversion, consolidation, amalgamation, replacement,
conveyance, transfer or lease, the Sponsor has received an Officers’ Certificate
that such merger, conversion, consolidation, amalgamation, replacement,
conveyance, transfer or lease does not adversely affect the rights, preferences
and privileges of the Holders (including the holders of any Successor
Securities) in any material respect (other than with respect to any dilution of
the Holders’ interest in the new entity);

       

      (ix)           the
Sponsor or any permitted successor or assignee under the Preferred Securities
Guarantee guarantees the obligations of such Successor Entity under the
Successor Securities at least to the extent provided by the Preferred Securities
Guarantee; and

       

      (x)      
     there shall have been furnished to the Property
Trustee an Officers’ Certificate and an Opinion of Counsel, each to the effect
that all conditions precedent in this Declaration to such transaction have been
satisfied.

       

      (c)           Notwithstanding
Section 3.18(b), the Trust shall not, except with the consent of Holders of 100%
in liquidation amount of the Securities, consolidate, amalgamate, merge with or
into, convert into, or be replaced by, or convey, transfer or lease its
properties and assets as an entirety or substantially as an entirety to, any
other Person or permit any other Person to consolidate, amalgamate, merge with
or into, or replace it if such consolidation, amalgamation, merger, conversion,
replacement, conveyance, transfer or lease would cause the Trust or the
Successor Entity not to be classified as a grantor trust for United States
Federal income tax purposes.


      
        
           


        

        
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      SECTION
3.19           Property Trustee May File Proofs of
Claim

       

      In case
of the pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other similar judicial
proceeding relative to the Trust or any other obligor upon the Securities or the
property of the Trust or of such other obligor or their creditors, the Property
Trustee (irrespective of whether any Distributions on the Securities shall then
be due and payable as therein expressed or by declaration or otherwise and
irrespective of whether the Property Trustee shall have made any demand on the
Trust for the payment of any past due Distributions) shall be entitled and
empowered, to the fullest extent permitted by law, by intervention in such
proceeding or otherwise:

       

      (a)           to
file and prove a claim for the whole amount of any Distributions owing and
unpaid in respect of the Securities (or, if the Securities are original issue
discount Securities, such portion of the liquidation amount as may be specified
in the terms of such Securities) and to file such other papers or documents as
may be necessary or advisable in order to have the claims of the Property
Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Property Trustee, its agents and counsel) and
of the Holders allowed in such judicial proceeding, and

       

      (b)           to
collect and receive any moneys or other property payable or deliverable on any
such claims and to distribute the same;

       

      and any
custodian, receiver, assignee, trustee, liquidator, sequestrator or other
similar official in any such judicial proceeding is hereby authorized by each
Holder to make such payments to the Property Trustee and, in the event the
Property Trustee shall consent to the making of such payments directly to the
Holders to pay to the Property Trustee any amount due it for the reasonable
compensation, expenses, disbursements and advances of the Property Trustee, its
agents and counsel, and any other amounts due the Property Trustee.

       

      Nothing
herein contained shall be deemed to authorize the Property Trustee to authorize
or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or compensation affecting the Securities
or the rights of any Holder thereof to authorize the Property Trustee to vote in
respect of the claim of any Holder in any such proceeding.

       

      ARTICLE
IV

      SPONSOR

       

      SECTION
4.01           Purchase of Common Securities by the
Sponsor

       

      On the
Closing Date, the Sponsor will purchase Common Securities issued by the Trust at
the same time as the Preferred Securities to be issued on such date are issued[,
such purchase to be in an amount equal to or greater than 3% of the total
capital of the Trust.] [In the event and to the extent the over-allotment option
granted by the Trust and the Sponsor pursuant to the Underwriting Agreement is
exercised by such underwriters, on the Option Closing Date, the Sponsor will
purchase Common Securities issued by the Trust at the same time as the Preferred
Securities to be issued on such date are issued[, such purchase to be in an
amount equal to or greater than 3% of the total capital of the
Trust.]


      
        
           


        

        
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      SECTION
4.02           Expenses

       

      (a)           In
connection with the purchase of the Debentures by the Trust, the Sponsor, in its
capacity as Sponsor, shall be responsible for and shall pay for all debts and
obligations (other than with respect to the Securities) and all current and
future costs and expenses of the Trust (including, but not limited to, costs and
expenses relating to the organization of the Trust, the issuance of the
Preferred Securities to initial purchasers thereof (including any commissions
payable to such purchasers), the fees and expenses (including reasonable counsel
fees and expenses) of the Trustees (including any amounts payable under Article
X), the costs and expenses relating to the operation of the Trust, including,
without limitation, costs and expenses of accountants, attorneys, statistical or
bookkeeping services, expenses for printing and engraving and computing or
accounting equipment, paying agent(s), registrar(s), transfer agent(s),
duplicating, travel and telephone and other telecommunications expenses and
costs and expenses incurred in connection with the acquisition and disposition
of Trust assets).

       

      (b)           In
connection with the purchase of the Debentures by the Trust, the Sponsor, in its
capacity as Sponsor, shall pay any and all taxes (other than United States
withholding taxes attributable to the Trust or its assets) of the Trust and all
liabilities, costs and expenses of the Trust with respect to such
taxes.

       

      (c)           The
Sponsor’s obligations under this Section 4.02 shall be for the benefit of, and
shall be enforceable by, any Person to whom any such debts, obligations, costs,
expenses and taxes are owed (a “Creditor”) whether or not such Creditor has
received notice hereof.  Any such Creditor may enforce the Sponsor’s
obligations under this Section 4.02 directly against the Sponsor, and the
Sponsor irrevocably waives any right or remedy to require that any such Creditor
take any action against the Trust or any other Person before proceeding against
the Sponsor.

       

      (d)           The
Sponsor shall be subrogated to all (if any) rights of the Trust in respect of
any amounts paid to any Creditor by the Sponsor under this Section
4.02.

       

      ARTICLE
V

      TRUSTEES

       

      SECTION
5.01           Number of Trustees;
Qualifications

       

      (a)           The
number of Trustees initially shall be five (5).  Subject to Section
5.02(a), at any time and without cause (i) before the issuance of the
Securities, the Sponsor may, by written instrument, increase or decrease the
number of, and appoint, remove and replace, the Trustees, and (ii) after the
issuance of the Securities the number of Trustees may be increased or decreased
solely by, and Trustees may be appointed, removed or replaced solely by, vote of
Holders of Common Securities representing a Majority of Outstanding Common
Securities voting as a class; provided that in any case:


      
        
           


        

        
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      (i)       
     the number of Trustees shall be at least five (5)
unless the Trustee that acts as the Property Trustee also acts as the Delaware
Trustee, in which case the number of Trustees shall be at least four
(4);

       

      (ii)     
      if required by the Statutory Trust Act, one
Trustee (the “Delaware Trustee”) shall be either a natural person who is a
resident of the State of Delaware or, if not a natural person, an entity which
has its principal place of business in the State of Delaware and otherwise is
permitted to act as a Trustee hereunder under the laws of the State of Delaware,
except that if the Property Trustee has its principal place of business in the
State of Delaware and otherwise is permitted to act as a Trustee hereunder under
the laws of the State of Delaware, then the Property Trustee shall also be the
Delaware Trustee and Section 3.11 shall have no application;

       

      (iii)           there
shall at all times be a Property Trustee hereunder which shall satisfy the
requirements of Section 5.01(c);

       

      (iv)          each
Trustee shall be a United States Person; and

       

      (v)           each
Trustee, including any employee, agent, manager, contractor, advisor, consultant
and attorney employed or otherwise engaged by, or any other delegee of, any
Trustee, shall at all times act as Trustee in its individual capacity on its own
behalf and will not at any time, in its capacity as Trustee, be under (or
subject to) the control or direction of Centex (pursuant to a contractual
arrangement or otherwise).

       

      Each
Trustee shall be either a natural person at least 21 years of age or a legal
entity which shall act through one or more duly appointed
representatives.

      
         

        (b)           The
initial Regular Trustees shall be:

         

        _____________________________

        _____________________________

        _____________________________

        2728 North Harwood

        Dallas,
Texas  75201

         

      

      (c)           There
shall at all times be one Trustee which shall act as the Property
Trustee.  In order to act as the Property Trustee hereunder, such
Trustee shall:

       

      (i)     
      not be an Affiliate of the
Sponsor;

       

      (ii)           be
a corporation or national banking association organized and doing business under
the laws of the United States of America or any State or Territory thereof or of
the District of Columbia, or a corporation, national banking association or
Person permitted by the Commission to act as an institutional trustee under the
Trust Indenture Act, authorized under such laws to exercise corporate trust
powers, having a combined capital and surplus of at least $50,000,000, and
subject to supervision or examination by Federal, State, Territorial or District
of Columbia authority.  If such corporation or national banking
association publishes reports of condition at least annually, pursuant to law or
to the requirements of the supervising or examining authority referred to above,
then for the purposes of this Section 5.01(c)(ii), the combined capital and
surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published;
and


      
        
           


        

        
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      (iii)           if
the Trust is excluded from the definition of an Investment Company solely by
reason of Rule 3a-7 and to the extent Rule 3a-7 requires a trustee having
certain qualifications to hold title to the “eligible assets” (as defined in
Rule 3a-7) of the Trust, the Property Trustee shall possess those
qualifications.

       

      If at any
time the Property Trustee shall cease to satisfy the requirements of clauses
(i)-(iii) above, the Property Trustee shall immediately resign in the manner and
with the effect set out in Section 5.02(c).  If the Property Trustee
has or shall acquire any “conflicting interest” within the meaning of § 310(b)
of the Trust Indenture Act, the Property Trustee and the Holders of the Common
Securities (as if such Holders were the obligor referred to in § 310(b) of the
Trust Indenture Act) shall in all respects comply with the provisions of §
310(b) of the Trust Indenture Act.  The Preferred Securities Guarantee
and the Indenture shall be deemed to be specifically described in this
Declaration for the purposes of clause (i) of the first proviso contained in §
310(b) of the Trust Indenture Act.

       

      The
initial Trustee which shall serve as the Property Trustee is The Bank of New
York Mellon Trust Company, National Association, whose address is as set forth
in Section 14.01(b).

       

      (d)           The
initial Trustee which shall serve as the Delaware Trustee is BNY Mellon Trust of
Delaware, whose address is as set forth in Section 14.01(c).

       

      (e)           Any
action taken by the Holders of Common Securities pursuant to this Article V
shall be taken at a meeting of the Holders of Common Securities convened for
such purpose or by written consent as provided in Section 12.02.

       

      (f)        
   No amendment may be made to this Section 5.01 which would
change any rights with respect to the number, existence or appointment and
removal of Trustees, except with the consent of each Holder of Common
Securities.

       

      SECTION
5.02           Appointment, Removal and Resignation
of the Trustees

       

      (a)           (i)         
  The Trustee that acts as the Property Trustee shall not be removed
in accordance with Section 5.01(a) until a successor Trustee possessing the
qualifications to act as the Property Trustee under Section 5.01(c) (a
“Successor Property Trustee”) has been appointed and has accepted such
appointment by written instrument executed by such Successor Property Trustee
and delivered to the Regular Trustees, the Sponsor and the Property Trustee
being removed; and


      
        
           


        

        
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      (ii)           the
Trustee that acts as the Delaware Trustee shall not be removed in accordance
with Section 5.01(a) until a successor Trustee possessing the qualifications to
act as the Delaware Trustee under Section 5.01(a)(iii) (a “Successor Delaware
Trustee”) has been appointed and has accepted such appointment by written
instrument executed by such Successor Delaware Trustee and delivered to the
Regular Trustees, the Sponsor and the Delaware Trustee being
removed.

       

      (b)           A
Trustee appointed to office shall hold such office until his successor shall
have been appointed or until his death, removal or resignation.

       

      (c)           Any
Trustee may resign from office (without need for prior or subsequent accounting)
by an instrument (a “Resignation Request”) in writing signed by the Trustee and
delivered to the Sponsor and the Trust, which resignation shall take effect upon
such delivery or upon such later date as is specified therein; provided,
however, that:

       

      (i)          
  no such resignation of the Trustee that acts as the Property Trustee
shall be effective until:

       

      (A)           a
Successor Property Trustee has been appointed and has accepted such appointment
by instrument executed by such Successor Property Trustee and delivered to the
Regular Trustees, the Sponsor and the resigning Property Trustee;
or

       

      (B)       
    if the Trust is excluded from the definition of an
Investment Company solely by reason of Rule 3a-7, until the assets of the Trust
have been completely liquidated and the proceeds thereof distributed to the
Holders of the Securities; and

       

      (ii)      
     no such resignation of the Trustee that acts as
the Delaware Trustee shall be effective until a Successor Delaware Trustee has
been appointed and has accepted such appointment by instrument executed by such
Successor Delaware Trustee and delivered to the Regular Trustees, the Sponsor
and the resigning Delaware Trustee.

       

      (d)           If
no Successor Property Trustee or Successor Delaware Trustee shall have been
appointed and accepted appointment as provided in Section 5.01 and this Section
5.02 within 60 days after delivery of a notice of removal or a Resignation
Request, the Property Trustee or Delaware Trustee being removed or resigning, as
the case may be, may petition any court of competent jurisdiction for
appointment of a Successor Property Trustee or Successor Delaware Trustee, as
the case may be.  Such court may thereupon after prescribing such
notice, if any, as it may deem proper, appoint a Successor Property Trustee or
Successor Delaware Trustee, as the case may be.

       

      (e)           No
amendment may be made to this Section 5.02 which would change any rights with
respect to the appointment or removal of Trustees, except with the consent of
each Holder of Common Securities.

       

      SECTION
5.03           Vacancies Among the
Trustees


      
        
           


        

        
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      If a
Trustee ceases to hold office for any reason and the number of Trustees is not
reduced pursuant to Section 5.01 or if the number of Trustees is increased
pursuant to Section 5.01, a vacancy shall occur.  A resolution
certifying the existence of such vacancy by a majority of the Regular Trustees
shall be conclusive evidence of the existence of such vacancy.  The
vacancy shall be filled with a Trustee appointed in accordance with the
requirements of this Article V.

       

      SECTION
5.04           Effect of
Vacancies

       

      The
death, resignation, retirement, removal, bankruptcy, dissolution, liquidation,
incompetence or incapacity to perform the duties of a Trustee, or any one of
them, shall not operate to dissolve, terminate or annul the
Trust.  Whenever a vacancy in the number of Regular Trustees shall
occur until such vacancy is filled as provided in this Article V, the Regular
Trustees in office, regardless of their number, shall have all the powers
granted to the Regular Trustees and shall discharge all the duties imposed upon
the Regular Trustees by this Declaration.

       

      SECTION
5.05           Meetings

       

      Meetings
of the Regular Trustees shall be held from time to time upon the call of any
Regular Trustee.  Regular meetings of the Regular Trustees may be held
at a time and place fixed by resolution of the Regular
Trustees.  Notice of any in-person meeting of the Regular Trustees
shall be hand delivered or otherwise delivered in writing (including by
facsimile, with a hard copy by overnight courier) not less than 48 hours before
such meeting.  Notice of any telephonic meeting of the Regular
Trustees or any committee thereof shall be hand delivered or otherwise delivered
in writing (including by facsimile, with a hard copy by overnight courier) not
less than 24 hours before such meeting.  Notices shall contain a brief
statement of the time, place and anticipated purposes of the
meeting.  The presence (whether in person or by telephone) of a
Regular Trustee at a meeting shall constitute a waiver of notice of such meeting
except where a Regular Trustee attends a meeting for the express purpose of
objecting to the transaction of any activity on the ground that the meeting has
not been lawfully called or convened.  Unless otherwise provided in
this Declaration, any action of the Regular Trustees may be taken at a meeting
by vote of a majority of the Regular Trustees present (whether in person or by
telephone) and eligible to vote with respect to such matter, provided that a
Quorum is present, or without a meeting and without prior notice by the
unanimous written consent of the Regular Trustees.

       

      SECTION
5.06           Delegation of
Power

       

      (a)           Any
Regular Trustee may, by power of attorney consistent with applicable law,
delegate to any other natural person over the age of 21 his or her power for the
purpose of executing any registration statement or amendment thereto or other
document or schedule filed with the Commission or making any other governmental
filing (including, without limitation, the filings referred to in Section
3.13).

       

      (b)           The
Regular Trustees shall have power to delegate from time to time to such of their
number or to officers of the Trust the doing of such things and the execution of
such instruments, either in the name of the Trust or the names of the Regular
Trustees or otherwise, as the Regular Trustees may deem expedient, to the extent
such delegation is not prohibited by applicable law or contrary to the
provisions of the Trust, as set forth in this Declaration.


      
        
           


        

        
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      SECTION
5.07           Merger, Conversion, Consolidation or
Succession to Business

       

      Any
Person into which the Property Trustee or the Delaware Trustee or any Regular
Trustee that is not a natural person, as the case may be, may be merged or
converted or with which it may be consolidated, or any Person resulting from any
merger, conversion or consolidation to which the Property Trustee or the
Delaware Trustee or the Regular Trustees, as the case may be, shall be a party,
or any Person succeeding to all or substantially all of the corporate trust
business of the Property Trustee or the Delaware Trustee or any Regular Trustee,
as the case may be, shall be the successor of the Property Trustee or the
Delaware Trustee or that Regular Trustee, as the case may be, hereunder,
provided that such Person shall be otherwise qualified and eligible under this
Article, without the execution or filing of any paper or any further act on the
part of any of the parties hereto.

       

      ARTICLE
VI

      DISTRIBUTIONS

       

      SECTION
6.01           Distributions

       

      Holders
shall receive periodic distributions, redemption payments, liquidation
distributions and any other payments in accordance with the applicable terms of
the relevant Holder’s Securities as set forth in Exhibits B and C hereto
(“Distributions”).  If and to the extent that Centex makes a payment
of principal of, any premium or interest on or any Additional Amounts with
respect to the Debentures held by the Property Trustee (the amount of any such
payment being a “Payment Amount”), the Property Trustee shall and is directed,
to the extent funds are available for that purpose, promptly to make a
Distribution of the Payment Amount to Holders in accordance with the terms of
the Securities as set forth in Exhibits B and C hereto.  The record
dates and payment dates for Distributions shall be the same as the record dates
and payment dates for the Debentures held by the Property Trustee.

       

      ARTICLE
VII

      ISSUANCE
OF THE SECURITIES

       

      SECTION
7.01           General Provisions Regarding the
Securities

       

      (a)           The
Regular Trustees shall issue the Securities on behalf of the Trusts in fully
registered form representing undivided beneficial interests in the assets of the
Trust in accordance with Section 7.01(b) and for the consideration specified in
Section 3.03.

       

      (b)           The
Regular Trustees shall issue on behalf of the Trust one class of preferred
securities representing preferred undivided beneficial interests in the assets
of the Trust having such terms as are set forth in Exhibit B (the “Preferred
Securities”) hereto, which terms are incorporated by reference in, and made a
part of, this Declaration as if specifically set forth herein, and one class of
common securities representing common undivided beneficial interests in the
assets of the Trust having such terms as are set forth in Exhibit C (the “Common
Securities”) hereto, which terms are incorporated by reference in, and made a
part of, this Declaration as if specifically set forth herein.  The
Trust shall have no securities or other interests in the assets of the Trust
other than the Preferred Securities and the Common Securities.


      
        
           


        

        
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      (c)           The
Certificates shall be signed on behalf of the Trust by one or more of the
Regular Trustees.  Such signatures may be the manual or facsimile
signatures of the present or any future Regular
Trustee.  Typographical and other minor errors or defects in any such
reproduction of any such signature shall not affect the validity of any
Certificate.  In case any Regular Trustee who shall have signed any of
the Certificates shall cease to be such Regular Trustee before the Certificate
so signed shall be delivered by the Trust, such Certificate nevertheless may be
delivered as though the person who signed such Certificate had not ceased to be
such Regular Trustee; and any Certificate may be signed on behalf of the Trust
by such persons as, at the actual date of the execution of such Certificate,
shall be the Regular Trustees, although at the date of the execution and
delivery of this Declaration any such person was not a Regular
Trustee.  Certificates shall be typewritten, printed, lithographed or
engraved or may be produced in any other manner as is reasonably acceptable to
the Regular Trustees, as evidenced by their execution thereof, and may have such
letters, numbers or other marks of identification or designation and such
legends or endorsements as the Regular Trustees may deem appropriate, or as may
be required to comply with any law or with any rule or regulation made pursuant
thereto or with any rule or regulation of any stock exchange or automated
quotation system on which Securities may be listed or traded, or with any rule
or regulation of the Clearing Agency, or to conform to usage.  Pending
the preparation of definitive Certificates, one or more of the Regular Trustees
on behalf of the Trust may execute temporary Certificates (printed, lithographed
or typewritten), in substantially the form of the definitive Certificates in
lieu of which they are issued, but with such omissions, insertions and
variations as may be appropriate for temporary Certificates, all as may be
determined by the Regular Trustees.  Each temporary Certificate shall
be executed by the one or more of Regular Trustees on behalf of the Trust upon
the same conditions and in substantially the same manner, and with like effect,
as definitive Certificates.  Without unnecessary delay, the Regular
Trustees on behalf of the Trust will execute and furnish definitive Certificates
and thereupon any or all temporary Certificates may be surrendered to the
transfer agent and registrar in exchange therefor (without charge to the
Holders).  Each Preferred Security Certificate, whether in temporary
or definitive form, shall be countersigned upon receipt of a written order of
the Trust signed by one Regular Trustee, by the manual signature of an
authorized signatory of the Person acting as registrar and transfer agent for
the Preferred Securities, which shall initially be the Property
Trustee.

       

      (d)           The
consideration received by the Trust for the issuance of the Securities shall
constitute a contribution to the capital of the Trust and shall not constitute a
loan to the Trust.

       

      (e)           Upon
issuance of the Securities as provided in this Declaration, the Securities so
issued shall be deemed to be validly issued, fully paid and
non-assessable.

       

      (f)       
    Every Person, by virtue of having become a Holder or a
Preferred Security Beneficial Owner in accordance with the terms of this
Declaration, shall be deemed to have expressly assented and agreed to the terms
of, and shall be bound by this Declaration.


      
        
           


        

        
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      (g)           Upon
issuance of the Securities as provided in this Declaration, the Regular Trustees
on behalf of the Trust shall return to Centex the $10 constituting initial trust
assets as set forth in the Original Declaration.

       

      SECTION
7.02           [Conversion
Agent

       

      The Trust
shall maintain an office or agency where Preferred Securities may be presented
for conversion pursuant to the terms thereof set forth in Exhibit B hereto
(“Conversion Agent”).  The Trust may appoint the Conversion Agent and
may appoint one or more additional Conversion Agents in such other locations as
it may determine.  The term “Conversion Agent” includes any additional
Conversion Agent.  The Trust may change any Conversion Agent without
prior notice to any Holders.  If the Trust fails to appoint or
maintain another entity as Conversion Agent, the Property Trustee will act as
such.  The Property Trustee or any of its Affiliates may act as
Conversion Agent.  The Conversion Agent shall be entitled to the
rights and protections extended to the Property Trustee when acting in such
capacity.

       

      The
Property Trustee is hereby initially appointed as the Conversion Agent for the
Preferred Securities.]

       

      ARTICLE
VIII

      DISSOLUTION
OF THE TRUST

       

      SECTION
8.01           Dissolution of the
Trust

       

      The Trust
shall dissolve:

       

      (a)           when
all of the Securities shall have been called for redemption and the amounts
necessary for redemption thereof shall have been paid to the Holders of the
Securities in accordance with the terms of the Securities; or

       

      (b)           when
all of the Debentures shall have been distributed to the Holders of the
Securities in exchange for all of the Securities in accordance with the terms of
the Securities; or

       

      (c)           upon
the expiration of the term of the Trust as set forth in Section 3.17;
or

       

      (d)           upon
a decree of judicial dissolution;

       

      (e)           upon
the occurrence of an Indenture Event of Default set forth in Section 6.01(4) or
(5) of the Indenture with respect to Centex or the Holder of the Common
Securities [; or

       

      (f)       
    upon the distribution of shares of Common Stock to all
Holders upon conversion of all outstanding Securities].

       

      Upon
dissolution and the completion of the winding up of the affairs of the Trust,
the Trust and this Declaration shall terminate when a certificate of
cancellation is filed by the Regular Trustees with the Secretary of State of the
State of Delaware.  The Regular Trustees shall so file such a
certificate as soon as practicable after the occurrence of an event referred to
in this Section 8.01.


      
        
           


        

        
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      The
provisions of Sections 3.12 and 4.02 and Article X shall survive the dissolution
and termination of the Trust and this Declaration.

       

      ARTICLE
IX

      TRANSFER
OF INTERESTS

       

      SECTION
9.01           Transfer of
Securities

       

      (a)           Securities
may only be transferred, in whole or in part, in accordance with the terms and
conditions set forth in this Declaration and in the terms of the
Securities.  To the fullest extent permitted by law, any transfer or
purported transfer of any Security not made in accordance with this Declaration
shall be null and void.

       

      (b)           Subject
to this Article IX, Preferred Securities shall be freely
transferable.

       

      (c)           The
Holder of the Common Securities may not transfer the Common Securities except to
the Sponsor or an Affiliate thereof in compliance with applicable law (including
the Securities Act and applicable state securities and blue sky
laws).  Upon any such transfer, such Holder shall deliver to the
Trustees a certificate or affidavit executed by or on behalf of such Holder that
the transfer is in compliance with this Section 9.01(c).  To the
fullest extent permitted by law, any attempted transfer of the Common Securities
other than as set forth in this Section 9.01(c) shall be null and
void.

       

      SECTION
9.02           Transfer of
Certificates

       

      The
Regular Trustees shall provide for the registration of Certificates and of
transfers of Certificates, which will be effected without charge but only upon
payment (with such indemnity as the Regular Trustees and the transfer agent and
registrar may require) in respect of any tax or other government charges which
may be imposed in relation to it.  Upon surrender for registration of
transfer of any Certificate, one or more of the Regular Trustees shall cause one
or more new Certificates to be issued in the name of the designated transferee
or transferees.  Every Certificate surrendered for registration of
transfer shall be accompanied by a written instrument of transfer in form
satisfactory to the Regular Trustees and the transfer agent and registrar duly
executed by the Holder or such Holder’s attorney duly authorized in
writing.  Each Certificate surrendered for registration of transfer
shall be canceled or caused to be canceled by the Regular Trustees.  A
transferee of a Certificate shall be entitled to the rights and subject to the
obligations of a Holder hereunder upon the receipt by such transferee of a
Certificate.  By acceptance of a Certificate, each transferee shall be
deemed to have agreed to be bound by this Declaration.

       

      SECTION
9.03           Deemed Security
Holders

       

      The
Trustees may treat the Person in whose name any Certificate shall be registered
on the books and records of the Trust as the sole holder of such Certificate and
of the Securities represented by such Certificate for purposes of receiving
Distributions and for all other purposes whatsoever and, accordingly, shall not
be bound to recognize any equitable or other claim to or interest in such
Certificate or in the Securities represented by such Certificate on the part of
any Person, whether or not the Trustees shall have actual or other notice
thereof.


      
        
           


        

        
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      SECTION
9.04           Book Entry
Interests

       

      Unless
otherwise specified in the terms of the Preferred Securities, the Preferred
Security Certificates, on original issuance [(including Preferred Securities, if
any, issued on the Option Closing Date pursuant to the exercise of the
over-allotment option set forth in the Underwriting Agreement)], will be issued
in the form of one or more, fully registered, global Preferred Security
Certificates (each a “Global Certificate”), to be delivered to DTC, the initial
Clearing Agency, by, or on behalf of, the Trust.  Such Global
Certificates shall initially be registered on the books and records of the Trust
in the name of Cede & Co., the nominee of DTC, and no Preferred Security
Beneficial Owner will receive a definitive Preferred Security Certificate
representing such Preferred Security Beneficial Owner’s interests in such Global
Certificates, except as provided in Section 9.07.  Unless and until
definitive, fully registered Preferred Security Certificates (the “Definitive
Preferred Security Certificates”) have been issued to the Preferred Security
Beneficial Owners pursuant to Section 9.07:

       

      (a)           the
provisions of this Section 9.04 shall be in full force and effect;

       

      (b)           the
Trust and the Trustees shall be entitled to deal with the Clearing Agency for
all purposes of this Declaration (including the payment of Distributions on the
Global Certificates and receiving approvals, votes or consents hereunder) as the
Holder of the Preferred Securities and the sole holder of the Global
Certificates and, except as set forth herein in Section 9.07 or in Rule 3a-7 (if
the Trust is excluded from the definition of an Investment Company solely by
reason of Rule 3a-7) with respect to the Property Trustee, shall have no
obligation to the Preferred Security Beneficial Owners;

       

      (c)        
   to the extent that the provisions of this Section 9.04
conflict with any other provisions of this Declaration, the provisions of this
Section 9.04 shall control; and

       

      (d)           the
rights of the Preferred Security Beneficial Owners shall be exercised only
through the Clearing Agency and shall be limited to those established by law and
agreements between such Preferred Security Beneficial Owners and the Clearing
Agency and/or the Clearing Agency Participants.  DTC will make book
entry transfers among the Clearing Agency Participants and receive and transmit
payments of Distributions on the Global Certificates to such Clearing Agency
Participants; provided that solely for the purposes of determining whether the
Holders of the requisite amount of Preferred Securities have voted on any matter
provided for in this Declaration, so long as definitive Preferred Security
Certificates have not been issued (pursuant to Section 9.07 hereof), the
Trustees may conclusively rely on, and shall be protected in relying on, any
written instrument (including a proxy) delivered to the Trustees by the Clearing
Agency setting forth the Preferred Security Beneficial Owners’ votes or
assigning the right to vote on any matter to any other Persons either in whole
or in part.

       

      SECTION
9.05           Notices to Holders of
Certificates

       

      Whenever
a notice or other communication to the Holders is required to be given under
this Declaration, unless and until Definitive Preferred Security Certificates
shall have been issued pursuant to Section 9.07, the relevant Trustees shall
give all such notices and communications, specified herein to be given to
Holders of Preferred Securities, to the Clearing Agency and, with respect to any
Preferred Security Certificate registered in the name of a Clearing Agency or
the nominee of a Clearing Agency, the Trustees shall have no notice obligations
to the Preferred Security Beneficial Owners.


      
        
           


        

        
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      SECTION
9.06           Appointment of Successor Clearing
Agency

       

      If any
Clearing Agency elects to discontinue its services as securities depository with
respect to the Preferred Securities, the Regular Trustees may, in their sole
discretion, appoint a successor Clearing Agency with respect to the Preferred
Securities.

       

      SECTION
9.07           Definitive Preferred Securities
Certificates

       

      If (i) a
Clearing Agency elects to discontinue its services as securities depository with
respect to the Preferred Securities and a successor Clearing Agency is not
appointed within 90 days after such discontinuance pursuant to Section 9.06,
(ii) an Event of Default has occurred with respect to the Preferred Securities
and is continuing and the Property Trustee has received a request from the
Clearing Agency to issue Definitive Preferred Security Certificates in lieu of
all or a portion of the Global Certificates (in which case the Regular Trustees
shall deliver such Definitive Preferred Security Certificates within 30 days of
such request) or (iii) the Regular Trustees elect after consultation with the
Sponsor to terminate the book entry system through the Clearing Agency with
respect to the Preferred Securities, then (x) Definitive Preferred Security
Certificates shall be prepared by the Regular Trustees on behalf of the Trust
with respect to such Preferred Securities and (y) upon surrender of the Global
Certificates by the Clearing Agency, accompanied by registration instructions,
the Regular Trustees shall cause Definitive Preferred Security Certificates to
be delivered to Preferred Security Beneficial Owners in accordance with the
instructions of the Clearing Agency.  Upon such event, the Regular
Trustees shall give notice thereof to the Debenture Trustee.  Neither
the Trustees nor the Trust shall be liable for any delay in delivery of such
instructions and each of them may conclusively rely on, and shall be protected
in relying on, such instructions.

       

      SECTION
9.08           Mutilated, Destroyed, Lost or Stolen
Certificates

       

      If (a)
any mutilated Certificates should be surrendered to the Regular Trustees, or if
the Regular Trustees shall receive evidence to their satisfaction of the
destruction, loss or theft of any Certificate; and (b) there shall be delivered
to the Regular Trustees such security or indemnity as may be required by them to
keep each of them and the Trust harmless, then in the absence of notice that
such Certificate shall have been acquired by a bona fide purchaser, one or more
of the Regular Trustees on behalf of the Trust shall execute and deliver, in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen
Certificate, a new Certificate of like denomination.  In connection
with the issuance of any new Certificate under this Section 9.08, the Regular
Trustees may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection therewith.  Any
duplicate Certificate issued pursuant to this Section 9.08 shall constitute
conclusive evidence of an ownership interest in the relevant Securities, as if
originally issued, whether or not the lost, stolen or destroyed Certificate
shall be found at any time.


      
        
           


        

        
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      ARTICLE
X

      LIMITATION
OF LIABILITY; INDEMNIFICATION

       

      SECTION
10.01           Exculpation

       

      (a)           No
Indemnified Person shall be liable, responsible or accountable in damages or
otherwise to the Trust or any Covered Person for any loss, damage or claim
incurred by reason of any act or omission performed or omitted by such
Indemnified Person in good faith on behalf of the Trust and in a manner such
Indemnified Person reasonably believed to be within the scope of the authority
conferred on such Indemnified Person by this Declaration or by law, except that
an Indemnified Person shall be liable for any such loss, damage or claim
incurred by reason of such Indemnified Person’s gross negligence (or, in the
case of the Property Trustee, negligence) or willful misconduct with respect to
such acts or omissions.

       

      (b)           An
Indemnified Person shall be fully protected in relying in good faith upon the
records of the Trust and upon such information, opinions, reports or statements
presented to the Trust by any Person as to matters the Indemnified Person
reasonably believes are within such other Person’s professional or expert
competence and who has been selected with reasonable care by or on behalf of the
Trust, including information, opinions, reports or statements as to the value
and amount of the assets, liabilities, profits, losses or any other facts
pertinent to the existence and amount of assets from which Distributions to
Holders of Securities might properly be paid.

       

      (c)           Pursuant
to § 3803(a) of the Statutory Trust Act, the Holders of Securities, in their
capacities as Holders, shall be entitled to the same limitation of liability
that is extended to stockholders of private corporations for profit organized
under the General Corporation Law of the State of Delaware.

       

      SECTION
10.02           Indemnification

       

      (a)           To
the fullest extent permitted by applicable law, the Sponsor shall indemnify and
hold harmless each Indemnified Person from and against any loss, damage or claim
incurred by such Indemnified Person by reason of any act or omission performed
or omitted by such Indemnified Person in good faith on behalf of the Trust and
in a manner such Indemnified Person reasonably believed to be within the scope
of authority conferred on such Indemnified Person by this Declaration, except
that no Indemnified Person shall be entitled to be indemnified in respect of any
loss, damage or claim incurred by such Indemnified Person by reason of gross
negligence (or, in the case of the Property Trustee, negligence) or willful
misconduct with respect to such acts or omissions.

       

      (b)           The
provisions of this Section 10.02 shall survive the termination of this
Declaration or the resignation or removal of any Trustee.

       

      SECTION
10.03           Outside Business

       

      The
Sponsor and any Trustee (in the case of the Property Trustee, subject to Section
5.01(c)) may engage in or possess an interest in other business ventures of any
nature or description, independently or with others, similar or dissimilar to
the business of the Trust, and the Trust and the Holders of Securities shall
have no rights by virtue of this Declaration in and to such independent ventures
or the income or profits derived therefrom, and the pursuit of any such venture,
even if competitive with the business of the Trust, shall not be deemed wrongful
or improper.  Neither the Sponsor nor any Trustee shall be obligated
to present any particular investment or other opportunity to the Trust even if
such opportunity is of a character that, if presented to the Trust, could be
taken by the Trust, and the Sponsor or any Trustee shall have the right to take
for its own account (individually or as a partner or fiduciary) or to recommend
to others any such particular investment or other opportunity.  Any
Trustee may engage or be interested in any financial or other transaction with
the Sponsor or any Affiliate of the Sponsor or may act as depository or trustee
for, or, except as provided in Section 5.01(c), agent in connection with, or act
on any committee or body of holders of, securities or other obligations of the
Sponsor or any of its Affiliates.


      
        
           


        

        
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      ARTICLE
XI

      ACCOUNTING

       

      SECTION
11.01           Fiscal Year

       

      The
fiscal year (“Fiscal Year”) of the Trust shall be the calendar year, or such
other year as is required by the Code.

       

      SECTION
11.02           Certain Accounting
Matters

       

      (a)           At
all times during the existence of the Trust, the Regular Trustees shall keep, or
cause to be kept, full books of account, records and supporting documents, which
shall reflect in reasonable detail each transaction of the Trust.  The
books of account shall be maintained on the accrual method of accounting, in
accordance with generally accepted accounting principles, consistently
applied.  The Trust shall use the accrual method of accounting for
United States Federal income tax purposes.

       

      (b)           If
required by applicable law, the Regular Trustees shall, as soon as available
after the end of each Fiscal Year of the Trust, cause to be prepared and mailed
to each Holder of Securities unaudited financial statements of the Trust for
such Fiscal Year, prepared in accordance with generally accepted accounting
principles; provided that if the Trust is required to comply with the periodic
reporting requirements of Section 13(a) or 15(d) of the Exchange Act, such
financial statements for such Fiscal Year shall be examined and reported on by a
firm of independent certified public accountants selected by the Regular
Trustees (which firm may be the firm used by the Sponsor).

       

      (c)           The
Regular Trustees shall cause to be duly prepared and mailed to each Holder of
Securities any United States Federal income tax information statement or form
required by the Code or the Treasury Regulations, containing such information
with regard to the Securities held by each Holder as is required by the Code or
the Treasury Regulations.  Notwithstanding any right under the Code to
deliver any such statement at a later date, the Regular Trustees shall endeavor
to deliver all such statements or forms within 30 days after the end of each
Fiscal Year of the Trust.


      
        
           


        

        
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      (d)           The
Regular Trustees shall cause to be properly prepared and filed on a timely basis
with the appropriate taxing authority any United States Federal income tax
return or form as is required by the Code or the Treasury Regulations, and any
other tax returns or forms required to be filed by or on behalf of the Trust
with any state, local or other taxing authority.

       

      SECTION
11.03           Banking

       

      The Trust
shall maintain one or more non-interest bearing bank accounts in the name and
for the sole benefit of the Trust; provided, however, that all payments of funds
in respect of the Debentures held by the Property Trustee shall be made directly
to the Property Account and no other funds from the Trust shall be deposited in
the Property Account.  The sole signatories for such accounts shall be
designated by the Regular Trustees; provided, however, that the Property Trustee
shall designate the sole signatories for the Property Account.

       

      SECTION
11.04           Withholding

       

      The Trust
and the Trustees shall comply with all withholding requirements under applicable
law.  The Regular Trustees shall request, and the Holders shall
provide to the Trust, such forms or certificates as are necessary to establish
an available exemption from withholding with respect to each Holder, and any
representations and forms as shall reasonably be requested by the Regular
Trustees to assist them in determining the extent of, and in fulfilling, the
Trust’s withholding obligations.  The Regular Trustee on behalf of the
Trust shall file required forms with applicable jurisdictions and, unless an
exemption from withholding is properly established by a Holder, shall remit
amounts withheld with respect to the Holder to applicable
jurisdictions.  To the extent that the Trust is required to withhold
and pay over any amounts to any authority with respect to Distributions or
allocations to any Holder, the Regular Trustees shall so notify the Property
Trustee and shall provide such information as is reasonably requested by the
Property Trustee to enable the Property Trustee to effect such withholding, and
the amount withheld shall be deemed to be a Distribution in the amount of the
withholding to the Holder.  In the event of any claimed
overwithholding, Holders shall be limited to an action against the applicable
jurisdiction.  If the amount required to be withheld was not withheld
from a Distribution to a Holder, the Trust may reduce subsequent Distributions
to such Holder (or its successor) by the amount of such
underwithholding.  Except as otherwise provided pursuant to the terms
of the Securities as set forth in Exhibits B and C hereto, no additional amounts
shall be paid to a Holder to compensate the Holder for any required
withholding.

       

      ARTICLE
XII

      AMENDMENTS
AND MEETINGS

       

      SECTION
12.01           Amendments

       

      (a)           Except
as otherwise provided in this Declaration or by any applicable terms of the
Securities, this Declaration may be amended by, and only by, a written
instrument executed by a majority of the Regular Trustees; provided, however,
that (i) no amendment or modification to this Declaration shall be made, and any
such purported amendment shall be void and ineffective:  (A) unless
the Regular Trustees and the Property Trustee shall have first received an
Opinion of Counsel, who shall not be an employee of the Sponsor, that such
amendment is permitted by, and conforms to, the terms of this Declaration and
that all conditions precedent, if any, in this Declaration to the execution and
delivery of such amendment have been satisfied; and (B) to the extent the result
of such amendment would be to: (x) cause the Trust to fail to continue to be
classified for purposes of United States Federal income taxation as a grantor
trust that is not a foreign trust; (y) reduce or otherwise adversely affect the
rights or powers of the Property Trustee in contravention of the Trust Indenture
Act; or (z) cause the Trust to be deemed to be an Investment Company required to
be registered under the Investment Company Act; (ii) at such time after the
Trust has issued any Securities which remain outstanding, any amendment which
would adversely affect the rights, privileges or preferences of any Holder of
Securities may be effected only with such additional requirements as may be set
forth in the terms of such Securities;  (iii) Section 4.02, Section
9.01(c), 10.01(c) and this Section 12.01 shall not be amended without the
consent of all of the Holders of the Securities; (iv) no amendment which reduces
the rate at which Distributions on the Securities are payable shall be made
without the consent of all of the Holders of the Securities; (v) no amendment
which adversely affects the rights, powers and privileges of the Property
Trustee or the Delaware Trustee shall be made without the consent of the
Property Trustee or the Delaware Trustee, respectively; (vi) Section 4.02 shall
not be amended without the consent of the Sponsor; and (vii) the rights of the
Holders of Common Securities under Article V to increase or decrease the number
of, and to appoint, replace or remove, Trustees shall not be amended without the
consent of each Holder of Common Securities.


      
        
           


        

        
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      (b)           Notwithstanding
Section 12.01(a), this Declaration may be amended by a written instrument
executed by a majority of the Regular Trustees without the consent of the
Holders of the Securities to (i) cure any ambiguity, (ii) correct or supplement
any provision in this Declaration that may be defective or inconsistent with any
other provision of this Declaration, (iii) with the consent of the Sponsor, add
to the covenants, restrictions or obligations of the Sponsor; provided, however,
that such consent shall not be required if the effect of such amendment is to
cause the Trust not to be classified for United States Federal income tax
purposes as a grantor trust, (iv) conform to any changes in Rule 3a-7 (if the
Trust is excluded from the definition of an Investment Company solely by reason
of Rule 3a-7) or any change in interpretation or application of Rule 3a-7 (if
the Trust is excluded from the definition of an Investment Company solely by
reason of Rule 3a-7) by the Commission, (v) amend any other provisions with
respect to matters or questions arising under this Declaration which shall not
be inconsistent with the other provisions of this Declaration, (vi) modify,
eliminate or add to any provisions of this Declaration to such extent as shall
be necessary to ensure that the Trust will be classified for United States
Federal income tax purposes as a grantor trust at all times that any Securities
are outstanding or to ensure that the Trust will not be required to register as
an Investment Company under the Investment Company Act, and (vii) pursuant to
Section 5.01, evidence the acceptance of the appointment of a successor Trustee
or fill a vacancy created by an increase in the number of Regular Trustees;
provided that any such amendment does not adversely affect in any material
respect the rights, preferences or privileges of the Holders.

       

      SECTION
12.02           Meetings of the Holders of
Securities; Action by Written Consent

       

      (a)           Meetings
of the Holders of Preferred Securities and/or Common Securities may be called at
any time by the Regular Trustees (or as provided in the terms of the Securities)
to consider and act on any matter on which the Holders of such class of
Securities are entitled to act under the terms of this Declaration, the terms of
the Securities or the rules of any stock exchange or automated quotation system
on which the Preferred Securities are then listed, traded or
quoted.  The Regular Trustees shall call a meeting of the Holders of
Preferred Securities or Common Securities, if directed to do so by Holders of at
least 10% of Outstanding Securities of such class.  Such direction
shall be given by delivering to the Regular Trustees one or more notices in
writing stating that the signing Holders of Securities wish to call a meeting
and indicating the general or specific purpose for which the meeting is to be
called.  Any Holders of Securities calling a meeting shall specify in
writing the Certificates held by the Holders of Securities exercising the right
to call a meeting and only those specified Certificates shall be counted for
purposes of determining whether the required percentage set forth in the second
sentence of this paragraph has been met.


      
        
           


        

        
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      (b)           Except
to the extent otherwise provided in the terms of the Securities, the following
provision shall apply to meetings of the Holders of Securities:

       

      (i)      
     Notice of any such meeting shall be given by mail
to all the Holders of Securities having a right to vote thereat not less than
seven (7) days nor more than sixty (60) days prior to the date of such
meeting.  Whenever a vote, consent or approval of the Holders of
Securities is permitted or required under this Declaration or the rules of any
stock exchange or automated quotation system on which the Preferred Securities
are then listed, traded or quoted, such vote, consent or approval may be given
at a meeting of the Holders of Securities.  Any action that may be
taken at a meeting of the Holders of Securities may be taken without a meeting
and without prior notice if a consent in writing setting forth the action so
taken is signed by Holders of Securities owning not less than the minimum
aggregate liquidation amount of Securities that would be necessary to authorize
or take such action at a meeting at which all Holders of Securities having a
right to vote thereon were present and voting.  Prompt notice of the
taking of action without a meeting shall be given to the Holders of Securities
entitled to vote who have not consented in writing.  The Regular
Trustees may specify that any written ballot submitted to the Holders of
Securities for the purpose of taking any action without a meeting shall be
returned to the Trust within the time specified by the Regular
Trustees.

       

      (ii)           Each
Holder of a Security may authorize any Person to act for it by proxy on all
matters in which a Holder of a Security is entitled to participate, including
waiving notice of any meeting, or voting or participating at a
meeting.  No proxy shall be valid after the expiration of 11 months
from the date thereof unless otherwise provided in the proxy.  Every
proxy shall be revocable at the pleasure of the Holder of the Security executing
it.  Except as otherwise provided herein or in the terms of the
Securities, all matters relating to the giving, voting or validity of proxies
shall be governed by the General Corporation Law of the State of Delaware
relating to proxies, and judicial interpretations thereunder, as if the Trust
were a Delaware corporation and the Holders of the Securities were stockholders
of a Delaware corporation.


      
        
           


        

        
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      (iii)           Each
meeting of the Holders of the Securities shall be conducted by the Regular
Trustees or by such other Person that the Regular Trustees may
designate.

       

      (iv)           Unless
otherwise provided in the Statutory Trust Act, this Declaration or the rules of
any stock exchange or automated quotation system on which the Preferred
Securities are then listed, traded or quoted, the Regular Trustees, in their
sole discretion, shall establish all other provisions relating to meetings of
Holders of Securities, including notice of the time, place or purpose of any
meeting at which any matter is to be voted on by any Holders of Securities,
waiver of any such notice, action by consent without a meeting, the
establishment of a record date, quorum requirements, voting in person or by
proxy or any other matter with respect to the exercise of any such right to
vote.

       

      ARTICLE
XIII

      REPRESENTATIONS
OF THE PROPERTY TRUSTEE AND THE DELAWARE TRUSTEE

       

      SECTION
13.01           Representations and Warranties of
the Property Trustee

       

      The
Trustee which acts as the initial Property Trustee represents and warrants to
the Trust and to the Sponsor at the date of this Declaration, and each Successor
Property Trustee represents and warrants to the Trust and the Sponsor at the
time of the Successor Property Trustee’s acceptance of its appointment as the
Property Trustee that:

       

      (a)           The
Property Trustee is a national banking association or a banking corporation with
trust powers, duly organized, validly existing and in good standing under the
laws of the United States or the laws of the state of its incorporation, with
trust power and authority to execute and deliver, and to carry out and perform
its obligations under the terms of, this Declaration.

       

      (b)           The
execution, delivery and performance by the Property Trustee of this Declaration
have been duly authorized by all necessary corporate action on the part of the
Property Trustee.  This Declaration has been duly executed and
delivered by the Property Trustee, and constitutes a legal, valid and binding
obligation of the Property Trustee, enforceable against it in accordance with
its terms, subject to applicable bankruptcy, reorganization, moratorium,
insolvency and other similar laws affecting creditors’ rights generally and to
general principles of equity and the discretion of the court (regardless of
whether the enforcement of such remedies is considered in a proceeding in equity
or at law).

       

      (c)           The
execution, delivery and performance of this Declaration by the Property Trustee
does not conflict with or constitute a breach of the charter or by-laws of the
Property Trustee.

       

      (d)           No
consent, approval or authorization of, or registration with or notice to, any
banking authority which supervises or regulates the Property Trustee is required
for the execution, delivery or performance by the Property Trustee of this
Declaration.

       

      
        
          
          

        

        
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      (e)           The
Property Trustee satisfies the qualifications set forth in Section
5.01(c).

       

      SECTION
13.02           Representations and Warranties of
the Delaware Trustee

       

      The
Trustee which acts as the initial Delaware Trustee represents and warrants to
the Trust and the Sponsor at the date of this Declaration, and each Successor
Delaware Trustee represents and warrants to the Trust and the Sponsor at the
time of the Successor Delaware Trustee’s acceptance of its appointment as the
Delaware Trustee, that:

       

      (a)           The
Delaware Trustee is a Delaware banking corporation duly organized, validly
existing and in good standing, with corporate power and authority to execute and
deliver, and to carry out and perform its obligations under the terms of, this
Declaration.

       

      (b)           The
execution, delivery and performance by the Delaware Trustee of this Declaration
have been duly authorized by all necessary corporate action on the part of the
Delaware Trustee.  This Declaration has been duly executed and
delivered by the Delaware Trustee and constitutes a legal, valid and binding
obligation of the Delaware Trustee, enforceable against it in accordance with
its terms, subject to applicable bankruptcy, reorganization, moratorium,
insolvency and other similar laws affecting creditors’ rights generally and to
general principles of equity and the discretion of the court (regardless of
whether the enforcement of such remedies is considered in a proceeding in equity
or at law).

       

      (c)           No
consent, approval or authorization of, or registration with or notice to, any
banking authority which supervises or regulates the Delaware Trustee, if any, is
required for the execution, delivery or performance by the Delaware Trustee of
this Declaration.

       

      (d)           The
Delaware Trustee is a natural person who is a resident of the State of Delaware
or, if not a natural person, an entity which has its principal place of business
in the State of Delaware and is a Person that satisfies for the Trust § 3807(a)
of the Statutory Trust Act.

       

      ARTICLE
XIV

      MISCELLANEOUS

       

      SECTION
14.01           Notices

       

      All
notices provided for in this Declaration shall be in writing, duly signed by the
party giving such notice, and shall be delivered, telecopied or mailed by first
class mail, as follows:

       

      (a)           if
given to the Trust, in care of the Regular Trustees at the Trust’s mailing
address set forth below (or such other address as the Regular Trustees on behalf
of the Trust may give notice of to the Holders of the
Securities):


      
        
           


        

        
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      Centex Trust [I] [II]

      2728 North Harwood Street

      Dallas,
Texas  75201-1516

      (P.O. Box 199000, Dallas, Texas
75219-9000)

      Attention:
__________________                                                      

      Telecopy: 
__________________                                          

       

      (b)           if
given to the Property Trustee, at the mailing address of the Property Trustee
set forth below (or such other address as the Property Trustee may give notice
of to the Holders of the Securities):

       

      The Bank of New York Mellon Trust
Company, National Association

      601 Travis Street, 18th
Floor

      Houston,
Texas  77002

      Attention: Mauri Cowen

      Facsimile: (713) 483-7038

       

      (c)           if
given to the Delaware Trustee, at the mailing address of the Delaware Trustee
set forth below (or such other address as the Delaware Trustee may give notice
of to the Holders of the Securities):

       

      BNY Mellon Trust of
Delaware

      White Clay Center, Route
273

      Newark, DE 19711

      Attention:
__________________

      Facsimile:
__________________

       

      (d)           if
given to the Holder of the Common Securities, at the mailing address of the
Holder of Common Securities set forth below (or such other address as the Holder
of the Common Securities may give notice of to the Trust):

       

      ___________________________
___________________________

      ___________________________
Attention:___________________

      Telecopy:___________________           

       

      (e)           if
given to any other Holder, at the address set forth on the books and records of
the Trust.

       

      A copy of
any notice to the Property Trustee or the Delaware Trustee shall also be sent to
the Trust.  All notices shall be deemed to have been given, when (i)
received in person, (ii) telecopied with receipt confirmed, or (iii) mailed by
first class mail, postage prepaid, when received,  except that if a
notice or other document is refused delivery or cannot be delivered because of a
changed address of which no notice was given, such notice or other document
shall be deemed to have been delivered on the date of such refusal or inability
to deliver.


      
        
           


        

        
          47

          
            

          

        

        
           


        

      


      SECTION
14.02           Undertaking for
Costs

       

      All
parties to this Declaration agree, and each Holder of any Securities by his or
her acceptance thereof shall be deemed to have agreed, that any court may in its
discretion require, in any suit for the enforcement of any right or remedy under
this Declaration, or in any suit against the Property Trustee for any action
taken or omitted by it as Property Trustee, the filing by any party litigant in
such suit of an undertaking to pay the costs of such suit, and that such court
may in its discretion assess reasonable costs, including reasonable attorneys’
fees and expenses, against any party litigant in such suit, having due regard to
the merits and good faith of the claims or defenses made by such party litigant;
provided, however, that the provisions of this Section 14.02 shall not apply to
any suit instituted by the Property Trustee, to any suit instituted by any
Holder of Preferred Securities, or group of Holders of Preferred Securities,
holding more than 10% of Outstanding Preferred Securities, or to any suit
instituted by any Holder of Preferred Securities for the enforcement of the
payment of the principal of, any premium or interest on or any Additional
Amounts with respect to the Debentures, on or after the respective due dates
expressed in such Debentures.

       

      SECTION
14.03           Governing Law

       

      This
Declaration, the Securities and the rights of the parties hereunder shall be
governed by and interpreted in accordance with the laws of the State of Delaware
and all rights and remedies shall be governed by such laws without regard to
principles of conflict of laws.

       

      SECTION
14.04           Headings

       

      Headings
contained in this Declaration are inserted for convenience of reference only and
do not affect the interpretation of this Declaration or any provision
hereof.

       

      SECTION
14.05           Partial
Enforceability

       

      If any
provision of this Declaration, or the application of such provision to any
Person or circumstance, shall be held invalid, the remainder of this
Declaration, or the application of such provision to Persons or circumstances
other than those to which it is held invalid, shall not be affected
thereby.

       

      SECTION
14.06           Counterparts

       

      This
Declaration may contain more than one counterpart of the signature pages and
this Declaration may be executed by the affixing of the signature of the Sponsor
and each of the Trustees to one of such counterpart signature
pages.  All of such counterpart signature pages shall be read as
though one, and they shall have the same force and effect as though all of the
signers had signed a single signature page.

       

      SECTION
14.07           Intention of the
Parties

       

      It is the
intention of the parties hereto that the Trust not be classified for United
States Federal income tax purposes as an association taxable as a corporation
but that the Trust be treated as a grantor trust for United States Federal
income tax purposes.  The provisions of this Declaration shall be
interpreted to further this intention of the parties.


      
        
           


        

        
          48

          
            

          

        

        
           


        

      


      SECTION
14.08           Successors and
Assigns

       

      Whenever
in this Declaration any of the parties hereto is named or referred to, the
successors and assigns of such party shall be deemed to be included, and all
covenants and agreements in this Declaration by the Sponsor and the Trustees
shall bind and inure to the benefit of their respective successors and assigns,
whether so expressed.

       

      SECTION
14.09           No Recourse

       

      The
Trust’s obligations hereunder are intended to be the obligations of the Trust,
and no recourse for the payment of Distributions, or for any claim upon the
Securities or otherwise in respect thereof, shall be had against any Holder of
Securities or any Affiliate of a Holder of Securities, solely by reason of such
Person’s being a Holder of Securities or an Affiliate of a Holder of Securities,
it being understood that the Holder of Securities, solely by reason of being a
Holder of Securities, has limited liability (in accordance with the provisions
of the Statutory Trust Act) for the liabilities and obligations of the
Trust.  Nothing contained in this Section 14.09 shall be construed to
limit the exercise or enforcement, in accordance with the terms of this
Declaration, the Preferred Securities Guarantee and the Indenture, of the rights
and remedies against the Trust or the Sponsor.

       

      SECTION
14.10           Agent for Service of
Process

       

      The
Sponsor hereby designates Corporation Service Company, having an address at 1133
Avenue of the Americas, Suite 3100, New York, New York 10036-6710, as its
authorized agent upon whom process may be served in any action, suit or
proceeding that may be instituted in any State or Federal court sitting in the
County of New York of the State of New York pertaining to this Declaration or
any matter arising out of or related to this Declaration, and the Sponsor will
accept the jurisdiction of such court in such action, and waive, to the fullest
extent permitted by applicable law, any defense based upon lack of personal
jurisdiction or venue or forum non conveniens.  A copy of any such
process shall be sent or given to the Sponsor at the address for notices
specified in Section 14.01 hereof.  The Sponsor shall maintain the
designation of such authorized agent until two years after the dissolution of
the Trust pursuant to Section 3.17 or Section 8.01.

       

      SECTION
14.11           Payment Currency

       

      To the
fullest extent permitted by applicable law, the obligation of the Sponsor in
respect of any amount due hereunder shall, notwithstanding any payment in any
other currency (whether pursuant to a judgment or otherwise), be discharged only
to the extent of the amount in Dollars that the party entitled to receive such
payment may, in accordance with normal banking procedures, purchase with the sum
paid in such other currency (after any premium and costs of exchange) in the
city of receipt on the Business Day immediately following the day on which such
party receives such payment.  If the amount in Dollars that may be so
purchased for any reason falls short of the amount originally due, the Sponsor
shall pay such additional amounts, in Dollars, as may be necessary to compensate
for the shortfall.  Any obligation of the Sponsor not discharged by
such additional payment shall, to the fullest extent permitted by applicable
law, be due as a separate and independent obligation and, until discharged as
provided herein, shall continue in full force and effect.


      
        
           


        

        
          49

          
            

          

        

        
           


        

      


      IN
WITNESS WHEREOF, the undersigned has caused these presents to be executed as of
the day and year first above written.

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	 
      	
                                        CENTEX
      CORPORATION,

                                      
	 
      	
                                        as
      Sponsor

                                      
	 
      	
                                        By:

                                      	 
      
	 
      	 
      	
                                        Name:

                                      
	 
      	 
      	
                                        Title:

                                      
	 
      	 
      	 
      
	 
      	
                                         

                                      	
                                         ,

                                      
	 
      	
                                        as
      initial Holder of Common Securities

                                      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                                        By:

                                      	 
      
	 
      	 
      	
                                        Name:

                                      
	 
      	 
      	
                                        Title:

                                      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      
	 
      	
                                        [Name],

                                      
	 
      	
                                        as
      Regular Trustee

                                      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      
	 
      	
                                        [Name],

                                      
	 
      	
                                        as
      Regular Trustee

                                      
	 
      	 
      	 
      
	 
      	 
      
	 
      	
                                         [Name],

                                      
	 
      	
                                        as
      Regular
Trustee

                                      


                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      


      
        
           


        

        
          50

          
            

          

        

        
           


        

      

       

      
        
          
            
              
                
                  	 
      	
                          THE
      BANK OF NEW YORK MELLON

                        
	 
      	
                          TRUST
      COMPANY, NATIONAL

                        
	 
      	
                          ASSOCIATION

                        
	 
      	 
      	
                          as
      Property Trustee

                        
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                          By:

                        	 
      
	 
      	 
      	
                          Name:

                        
	 
      	 
      	
                          Title:

                        
	 
      	 
      	 
      
	 
      	
                          BNY
      MELLON TRUST OF DELAWARE,

                        
	 
      	 
      	
                          as
      Delaware Trustee

                        
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                          By:

                        	 
      
	 
      	 
      	
                          Name:

                        
	 
      	 
      	
                          Title:

                        


                

              

            

          

        

      


      
        
           


        

        
          51

          
            

          

        

        
           


        

      


      EXHIBIT
A

      


      RESTATED
CERTIFICATE OF TRUST

       

      OF

       

      CENTEX
TRUST [I][II]

       

      THIS Restated Certificate of Trust of
Centex Trust [I][II] (the
"Trust"), dated as of November 5, 2008 (this "Certificate"),  is being
duly executed and filed on behalf of the Trust by the undersigned, as trustee,
to amend and restate the original Certificate of Trust of the Trust which was
filed on November 9, 2000, with the Secretary of State of the State of Delaware
under the Delaware Statutory Trust Act (12 Del.
C. § 3801 et seq.) (the
"Act").

       

      1.         
   Name.  The
name of the statutory trust continued hereby is Centex Trust
[I][II].

       

      2.          
  Delaware
Trustee.  The name and business address of the trustee of the
Trust in the State of Delaware are BNY Mellon Trust of Delaware, White Clay
Center, Route 273, Newark, DE  19711.

       

      3.        
    Effective
Date.  This Certificate shall be effective upon
filing.

       

      IN
WITNESS WHEREOF, the undersigned has executed this Certificate in accordance
with Section 3811(a) of the Act.

       

      
        
          
            
              	 
      	
                      BNY
      Mellon Trust of Delaware, as successor to Chase Bank USA, National
      Association, not in its individual capacity but solely as Delaware
      Trustee

                    
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                      By:

                    	
                      /s/
      Kristine K. Gullo

                    
	 
      	
                      Name:

                    	Kristine
      K. Gullo
	 
      	
                      Title:

                    	Vice
      President


            

          

        

      


      
        
           


        

        
          A-1

          
            

          

        

        
           


        

      


      EXHIBIT
B

      TERMS
OF

      PREFERRED
SECURITIES

      


      Pursuant
to Section 7.01(b) of the Amended and Restated Declaration of Trust of Centex
Trust [I] [II] dated as of ____________, ____ (as amended from time to time, the
“Declaration”), the designations, rights, privileges, restrictions, preferences
and other terms and provisions of the Preferred Securities are set forth below
(each capitalized term used but not defined herein having the meaning set forth
in the Declaration):

       

      1.       
     Designation and Number. _________ (_______)
Preferred Securities of the Trust with an aggregate liquidation amount at any
time outstanding with respect to the assets of the Trust of _________________
Dollars ($___________) [(including up to ____________ (__________) Preferred
Securities of the Trust with an aggregate liquidation amount with respect to the
assets of the Trust of _______________ ($_________) issuable upon exercise of
the over-allotment option set forth in the Underwriting Agreement)], and each
with a liquidation amount with respect to the assets of the Trust of $______ per
Preferred Security, are hereby designated as “____% [[Convertible] Trust
Preferred Securities].”  The Preferred Security Certificates
evidencing the Preferred Securities shall be substantially in the form attached
hereto as Annex I, with such changes and additions thereto or deletions
therefrom as may be required by ordinary usage, custom or practice or to conform
to the rules of any stock exchange or automated quotation system on which the
Preferred Securities are then listed, traded or quoted.  In connection
with the issuance and sale of the Preferred Securities and the Common
Securities, the Trust will purchase as trust assets Debentures of Centex having
an aggregate principal amount equal to the aggregate liquidation amount of the
Preferred Securities and the Common Securities so issued and bearing interest at
an annual rate equal to the annual Distribution rate on the Preferred Securities
and the Common Securities and having payment and redemption provisions which
correspond to the payment and redemption provisions of the Preferred Securities
and the Common Securities.

       

      2.        
    Distributions and Additional
Amounts.   (a) Distributions payable on each Preferred Security
will be fixed at a rate per annum of ____% (the “Coupon Rate”) of the stated
liquidation amount of $______ per Preferred Security, such rate being the rate
of interest payable on the Debentures to be held by the Property
Trustee.   Distributions that are not paid when such
distributions are payable (or would be payable but for the deferral of such
payment pursuant to Section 2.1(b) below or a default by Centex in the payment
of interest on the Debentures) will accumulate additional distributions thereon
at the Coupon Rate per annum (to the extent permitted by applicable law),
compounded [quarterly] [semi-annually].  The term “Distributions” as
used herein means such periodic cash distributions and any such additional
distributions payable unless otherwise stated.  A Distribution will be
made by the Property Trustee only to the extent that interest payments are made
in respect of the Debentures held by the Property Trustee and to the extent the
Trust has funds on hand legally available therefor.  The amount of
Distributions payable for any period will be computed for any full [quarterly]
[semi-annual] Distribution period on the basis of a 360-day year of twelve
30-day months, and for any period shorter than a full [quarterly] [semi-annual]
Distribution period for which Distributions are computed, Distributions will be
computed on the basis of the actual number of days elapsed per [90-day quarter]
[180-day semi-annual period].


      
        
           


        

        
          B-1

          
            

          

        

        
           


        

      


      (b)           Distributions
on the Preferred Securities will accumulate from ________ ___, _____ and will be
payable [quarterly] [semi-annually] in arrears, on [________ ___, ________ ___,]
________ ___ and ________ ___ of each year, commencing on ________ ___, ____,
except as otherwise described below, but only if and to the extent that interest
payments are made in respect of the Debentures held by the Property
Trustee.  So long as no Indenture Event of Default has occurred and is
continuing with respect to the Debentures, Centex has the right under the
Indenture for the Debentures to defer payments of interest on the Debentures by
extending the interest payment period of the Debentures at any time and from
time to time for a period not exceeding [20] [10] consecutive [quarterly]
[semi-annual] interest periods (each, an “Extension Period”), during which
Extension Period no interest shall be due and payable on the
Debentures.  As a consequence of such deferral, Distributions shall
also be deferred.  Despite such deferral, Distributions will continue
to accumulate on the Preferred Securities with additional distributions thereon
(to the extent permitted by applicable law but not at a rate greater than the
rate at which interest is then accruing on the Debentures) at the Coupon Rate
compounded [quarterly] [semi-annually] during any such Extension
Period.  No Extension Period shall extend beyond the stated maturity
of the Debentures.  Prior to the termination of any such Extension
Period, Centex may further extend such Extension Period; provided that such
Extension Period together with all such previous and further extensions thereof
may not exceed [20] [10] consecutive [quarterly] [semi-annual] interest periods
or extend beyond the stated maturity of the Debentures.  Upon the
termination of any Extension Period and the payment of all amounts then due,
Centex may commence a new Extension Period, subject to the above
requirements.  On the Distribution payment date at the end of an
Extension Period, payments of accumulated Distributions (including any
Additional Amounts) will be payable to Holders of Preferred Securities as they
appear on the books and records of the Trust (regardless of who the Holders may
have been on other dates during the Extension Period) on the record date for
such Distribution payment date.

       

      (c)           Distributions
and Additional Amounts on the Preferred Securities will be payable promptly by
the Property Trustee (or other Paying Agent) upon receipt of immediately
available funds to the Holders thereof as they appear on the books and records
of the Trust on the relevant record dates.  While the Preferred
Securities remain in book-entry only form, the relevant record dates shall be
the Business Day next preceding the relevant Distribution payment date, and if
the Preferred Securities are no longer in book-entry only form, the relevant
record dates will be the close of business on the [________ ___, ________ ___,]
________ ___ and ________ ___ next preceding the relevant Distribution payment
date, which record and payment dates correspond to the record and interest
payment dates on the Debentures.  Distributions and Additional Amounts
payable on any Preferred Securities that are not punctually paid on any
Distribution payment date as a result of Centex’s having failed to make the
corresponding payment on the Debentures will forthwith cease to be payable to
the Person in whose name such Preferred Security is registered on the relevant
record date, and such defaulted payment will instead be payable to the Person in
whose name such Preferred Security is registered on the special record date
established by the Regular Trustees, which record date shall correspond to the
special record date or other specified date determined in accordance with the
Indenture; provided, however, that Distributions shall not be considered payable
on any Distribution payment date falling within an Extension Period unless
Centex has elected to make a full or partial payment of accrued interest on the
Debentures on such Distribution payment date.  Subject to any
applicable laws and regulations and the provisions of the Declaration, each
payment in respect of the Preferred Securities will be made as described in
Section [9] hereof.  If any date on which Distributions and Additional
Amounts are payable on the Preferred Securities is not a Business Day, then
payment of the Distribution and Additional Amounts payable on such date will be
made on the next succeeding day that is a Business Day (and without any interest
or other payment in respect of any such delay) except that, if such Business Day
is in the next succeeding calendar year, such payment shall be made on the
immediately preceding Business Day, in each case with the same force and effect
as if made on the date such payment was originally
payable.  Notwithstanding anything herein to the contrary, the record
dates and payment dates for Distributions and Additional Amounts shall be the
same as the record dates and payment dates for the Debentures.


      
        
           


        

        
          B-2

          
            

          

        

        
           


        

      


      (d)           All
Distributions and Additional Amounts paid with respect to the Preferred
Securities and the Common Securities will be paid Pro Rata (as defined below) to
the Holders thereof entitled thereto.  If an Event of Default has
occurred and is continuing, the Preferred Securities shall have a priority over
the Common Securities with respect to such payments.

       

      (e)           [In
the event of an election by the Holder to convert its Preferred Securities
through the Conversion Agent into shares of Common Stock pursuant to the terms
of the Preferred Securities as set forth herein, no payment, allowance or
adjustment shall be made with respect to accumulated and unpaid Distributions on
or additional amounts with respect to such Preferred Securities, or be required
to be made; provided, however, that if a Preferred Security is surrendered for
conversion after the close of business on any regular record date for payment of
a Distribution and additional amounts and before the opening of business on the
corresponding Distribution payment date, then, notwithstanding such conversion,
the Distribution and additional amounts payable on such Distribution payment
date will be paid in cash to the Person in whose name the Preferred Security is
registered at the close of business on such record date, and (other than a
Preferred Security or a portion of a Preferred Security called for redemption on
a redemption date occurring after such record date and on or prior to such
Distribution payment date) when so surrendered for conversion, the Preferred
Security must be accompanied by payment of an amount equal to the Distribution
and additional amounts payable on such Distribution payment date.

       

      (f)]           In
the event that there is any money or other property held by or for the Trust
that is not accounted for under the Declaration, such money or property shall be
distributed Pro Rata among the Holders of the Preferred Securities and the
Common Securities.

       

      3.       
     Liquidation Distribution Upon
Dissolution.  (a) In the event of any voluntary or involuntary
dissolution of the Trust other than as contemplated by Section 8.01(a) or (f) of
the Declaration, the Holders of the Preferred Securities and the Common
Securities will be entitled to receive Pro Rata solely out of the assets of the
Trust legally available for distribution to Holders of Preferred Securities and
Common Securities after satisfaction of liabilities to the creditors of the
Trust, an amount equal to the aggregate of the stated liquidation amount of
$______ per Preferred Security and Common Security plus accumulated and unpaid
Distributions thereon and any Additional Amounts with respect thereto to the
date of payment (such amount being the “Liquidation Distribution”), unless, in
connection with such dissolution and after satisfaction of liabilities to the
creditors of the Trust, Debentures, in an aggregate principal amount equal to
the aggregate stated liquidation amount of such Preferred Securities and the
Common Securities and bearing accrued and unpaid interest and Additional Amounts
in an amount equal to the accumulated and unpaid Distributions on and any
Additional Amounts with respect to such Preferred Securities and the Common
Securities, shall be distributed Pro Rata to the Holders of the Preferred
Securities and the Common Securities in exchange for such
Securities.


      
        
           


        

        
          B-3

          
            

          

        

        
           


        

      


      If, upon
any such dissolution, the Liquidation Distribution can be paid only in part
because the Trust has insufficient assets on hand legally available to pay in
full the aggregate Liquidation Distribution, then the amounts payable directly
by the Trust on the Preferred Securities and the Common Securities shall be
paid, subject to the next paragraph, on a Pro Rata basis.

       

      Holders
of Common Securities will be entitled to receive Liquidation Distributions upon
any such dissolution Pro Rata with Holders of Preferred Securities, except that
if an Event of Default has occurred and is continuing, the Preferred Securities
shall have a priority over the Common Securities with respect to such
Liquidation Distribution.

       

      (b)           The
Holder of the Common Securities shall have the right to direct the Property
Trustee in writing at any time to dissolve the Trust and to distribute
Debentures to Holders in exchange for Securities (which direction is optional
and wholly within the discretion of the Holder of the Common
Securities).  Upon the receipt of any such written direction, the
Property Trustee shall promptly (i) distribute Debentures in an aggregate
principal amount equal to the aggregate stated liquidation amount of the
Preferred Securities and the Common Securities held by each Holder, which
Debentures bear accrued and unpaid interest and Additional Amounts in an amount
equal to the accumulated and unpaid Distributions on and any Additional Amounts
with respect to the Preferred Securities and the Common Securities of such
Holder, in exchange for the Preferred Securities and Common Securities of such
Holder and (ii) dissolve the Trust.

       

      (c)           On
the date fixed for any distribution of Debentures, upon dissolution of the
Trust, (i) the Preferred Securities will no longer be deemed to be outstanding
and may be canceled by the Regular Trustees; (ii) the Clearing Agency, or its
nominee, as the Holder of the Preferred Securities, will receive a registered
global certificate or certificates representing the Debentures to be delivered
upon such distribution; and (iii) Certificates representing Preferred Securities
not held by the Clearing Agency or its nominee will be deemed to represent
beneficial interests in the Debentures having an aggregate principal amount
equal to the stated liquidation amount of, and bearing accrued and unpaid
interest and Additional Amounts equal to accumulated and unpaid Distributions on
and any Additional Amounts with respect to, such Preferred Securities until such
Certificates are presented to Centex or its agent for cancellation and
Debentures are issued in lieu thereof.  Debentures distributed to
holders of Certificates representing Preferred Securities not held by the
Clearing Agency or its nominee shall not be issued in the form of a global
certificate or certificates representing such Debentures or any other form
intended to facilitate book-entry trading in beneficial interests in such
Debentures.

       

      [(d)           If
Debentures are distributed to Holders of the Preferred Securities, Centex,
pursuant to the terms of the Indenture, will use its reasonable efforts to have
the Debentures listed on the New York Stock Exchange or on such other exchange
or automated quotation system as the Preferred Securities were listed
immediately prior to the distribution of the Debentures.]


      
        
           


        

        
          B-4

          
            

          

        

        
           


        

      


      4.      
      Redemption of Debentures.  The
Preferred Securities may be redeemed only if Debentures having an aggregate
principal amount equal to the aggregate liquidation amount of the Preferred
Securities and the Common Securities are repaid or redeemed as set forth
below:

       

      (a)           Upon
the repayment of the Debentures, in whole or in part, whether at maturity, upon
redemption at any time or from time to time [on or after _________, ____], the
proceeds of such repayment will be promptly applied to redeem Pro Rata Preferred
Securities and Common Securities having an aggregate liquidation amount equal to
the aggregate principal amount of the Debentures so repaid or redeemed, upon not
less than 30 nor more than 60 days’ notice, at a redemption price [of $______
per Preferred Security and Common Security plus an amount equal to accumulated
and unpaid Distributions thereon and any Additional Amounts with respect thereto
to, but excluding, the date of redemption, payable in cash (the “Redemption
Price”).] [equal to (i) in the case of the optional redemption of the Debentures
upon the occurrence and continuation of a Special Event (as defined below), the
Special Event Redemption Price (as defined below) or (ii) in the case of the
optional redemption of the Debentures other than as contemplated in clause (i)
above, the Optional Redemption Price (as defined below).  The Special
Event Redemption Price and the Optional Redemption Price are referred to
collectively as the “Redemption Price.”]  The date of any such
repayment or redemption of Preferred Securities and Common Securities shall be
established to coincide with the repayment or redemption date of the
Debentures.

       

      [“Special
Event Redemption Price” shall be equal to the greater of (i) the liquidation
amount of the Preferred Securities to be redeemed and (ii) the Make-Whole
Amount, in each case plus an amount equal to accumulated and unpaid
Distributions thereon and any Additional Amounts with respect thereto to, but
excluding, the date of redemption.

       

      “Optional
Redemption Price” shall be equal to the greater of (i) the liquidation amount of
the Preferred Securities to be redeemed and (ii) the Make-Whole Amount, in each
case plus an amount equal to accumulated and unpaid Distributions thereon and
any Additional Amounts with respect thereto to, but excluding, the date of
redemption.

       

      “Make-Whole
Amount” shall be equal to, as determined by the Quotation Agent, the sum of the
present values, calculated as of the redemption date, of (i) each interest
payment that would have been payable on the Debentures or portions thereof being
redeemed, if such Debentures or portions thereof were not redeemed, on each
scheduled interest payment date occurring after the redemption date (excluding
any accrued interest for the period prior to the redemption date) and (ii) the
principal amount of such Debentures or portions thereof that would have been
payable, if such Debentures or portions thereof were not redeemed, at the
scheduled maturity of such Debentures or portions thereof being redeemed (the
“Remaining Life”), in each case discounted to the redemption date on a
semiannual basis (assuming a 360-day year consisting of 30-day months) at the
Adjusted Treasury Rate plus ___ basis points for the purpose of calculating the
Optional Redemption Price and ___ basis points for the purpose of calculating
the Special Event Redemption Price.


      
        
           


        

        
          B-5

          
            

          

        

        
           


        

      


      “Adjusted
Treasury Rate” means, with respect to any redemption date, the rate per annum
equal to (i) the yield, under the heading which represents the average for the
immediately prior week, appearing in the most recently published statistical
release designated “H.15 (519)” or any successor publication which is published
weekly by the Federal Reserve Board and which establishes yields on actively
traded United States Treasury securities adjusted to constant maturity under the
caption “Treasury Constant Maturities,” for the maturity date corresponding to
the Remaining Life (if no maturity date is within three months before or after
the Remaining Life, yields for the two published maturity dates most closely
corresponding to the Remaining Life shall be interpolated and the Adjusted
Treasury Rate shall be interpolated or extrapolated from such yields on a
straight-line basis, rounding to the nearest month) or (ii) if such release (or
any successor release) is not published during the week preceding the
calculation date or does not contain such yields, the rate per annum equal to
the semiannual equivalent yield to maturity of the Comparable Treasury Issue,
calculated using a price for the Comparable Treasury Issue (expressed as a
percentage of its principal amount) equal to the Comparable Treasury Price for
such redemption date, in each case calculated on the third Business Day
preceding the redemption date.

       

      “Comparable
Treasury Issue” means the United States Treasury security selected by the
Quotation Agent as having a maturity date comparable to the Remaining Life that
would be utilized, at the time of selection and in accordance with customary
financial practice, in pricing new issues of corporate debt securities of
comparable maturity to the Remaining Life. If no United States Treasury security
has a maturity date which is within a period from three months before to three
months after the Remaining Life, the two most closely corresponding United
States Treasury securities shall be used as the Comparable Treasury Issue, and
the Adjusted Treasury Rate shall be interpolated or extrapolated on a
straight-line basis, rounding to the nearest month using such
securities.

       

      “Quotation
Agent” means ________________ and its successors; provided, however, that if the
foregoing shall cease to be a primary U.S. Government securities dealer in New
York City (a “Primary Treasury Dealer”), Centex shall substitute therefor
another Primary Treasury Dealer.

       

      “Reference
Treasury Dealer” means: (i) the Quotation Agent and (ii) any other Primary
Treasury Dealer selected by the Debenture Trustee after consultation with
Centex.

       

      “Comparable
Treasury Price” means, with respect to any redemption date, (i) the average of
five Reference Treasury Dealer Quotations for such redemption date, after
excluding the highest and lowest of such Reference Treasury Dealer Quotations,
or (ii) if the Debenture Trustee obtains fewer than five such Reference Treasury
Dealer Quotations, the average of all such quotations.


      
        
           


        

        
          B-6

          
            

          

        

        
           


        

      


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

       

      (b)           If
fewer than all the outstanding Preferred Securities and Common Securities are to
be so redeemed, the Preferred Securities will be redeemed as described in
Section 4(e)(ii) below, and the Common Securities will be redeemed Pro Rata with
the Preferred Securities, except that if an Event of Default has occurred and is
continuing, the Preferred Securities will have a priority over the Common
Securities with respect to payment of the Redemption Price.  If a
partial redemption would result in the delisting of the Preferred Securities by
any national securities exchange or other organization on which the Preferred
Securities are then listed or traded, Centex pursuant to the Indenture will
redeem Debentures only in whole and, as a result, the Trust may redeem the
Preferred Securities only in whole.

       

      (c)           If,
at any time, a Tax Event or an Investment Company Event (each as hereinafter
defined, and each a “Special Event”) shall occur and be continuing, Centex shall
have the right at any time [prior to ________ ___, ____], upon not less than 30
nor more than 60 days’ notice, to redeem the Debentures in whole [or][but not]
in part for cash at the [Special Event] Redemption Price within 90 days
following the occurrence of such Special Event, and promptly following such
redemption, Preferred Securities and Common Securities with an aggregate
liquidation amount equal to the aggregate principal amount of the Debentures so
redeemed will be redeemed by the Trust at the [Special Event] Redemption Price
on a Pro Rata basis.  The Common Securities will be redeemed Pro Rata
with the Preferred Securities, except that if an Event of Default has occurred
and is continuing, the Preferred Securities will have a priority over the Common
Securities with respect to payment of the [Special Event] Redemption
Price.

       

      “Tax
Event” means that the Sponsor and the Regular Trustees shall have received an
Opinion of Counsel, who shall not be an employee of the Sponsor and who shall be
experienced in such matters, to the effect that as a result of (a) any amendment
to, or change (including any announced prospective change) in, the laws (or any
rules or regulations thereunder) of the United States or any political
subdivision or taxing authority thereof or therein, (b) any amendment to, or
change in, an interpretation or application of any such laws, rules or
regulations by any legislative body, court, governmental agency or regulatory
authority (including the enactment of any legislation or the publication of any
judicial decision or regulatory determination), (c) any interpretation or
pronouncement by any legislative body, court, governmental agency or regulatory
authority that provides for a position with respect to such laws, rules or
regulations that differs from its previous position or a theretofore commonly
accepted position or (d) any action taken by any governmental agency or
regulatory authority, which amendment or change is enacted, promulgated, issued
or announced or which interpretation or pronouncement is issued or announced or
which action is taken, in each case on or after ________ ___, ____, there is
more than an insubstantial risk that (i) the Trust is, or will be within 90 days
of the date thereof, subject to United States Federal income tax with respect to
income accrued or received on the Debentures, (ii) the Trust is, or will be
within 90 days of the date thereof, subject to more than a de minimis amount of
taxes, duties or other governmental charges or (iii) interest payable by Centex
to the Trust on the Debentures is not, or within 90 days of the date thereof
will not be, deductible by Centex for United States Federal income tax
purposes.


      
        
           


        

        
          B-7

          
            

          

        

        
           


        

      


      “Investment
Company Event” means that the Sponsor and the Regular Trustees shall have
received an Opinion of Counsel, who shall not be an employee of the Sponsor and
who shall be experienced in practice under the Investment Company Act, that, as
a result of the occurrence of a change in law or regulation or a change in
interpretation or application of law or regulation by any legislative body,
court, governmental agency or regulatory authority (a “Change in Investment
Company Act Law”), there is more than an insubstantial risk that the Trust is or
will be considered an Investment Company that is required to be registered under
the Investment Company Act, which Change in Investment Company Act Law becomes
effective on or after ________ ___, ____.

       

      (d)           The
Trust may not redeem fewer than all the outstanding Preferred Securities unless
all accumulated and unpaid Distributions and Additional Amounts have been paid
on all Preferred Securities for all [quarterly] [semi-annual] Distribution
periods terminating on or prior to the date of redemption.

       

      (e)           (i)  Notice
of any redemption of, or notice of distribution of Debentures in exchange for,
the Preferred Securities and the Common Securities (a “Redemption/Distribution
Notice”) will be given by the Regular Trustees on behalf of the Trust by mail to
each Holder of Preferred Securities and Common Securities to be redeemed or
exchanged not less than 30 nor more than 60 days prior to the date fixed for
redemption or exchange thereof.  For purposes of the calculation of
the date of redemption or exchange and the dates on which notices are given
pursuant to this Section 4(e)(i), a Redemption/Distribution Notice shall be
deemed to be given on the day such notice is first mailed by first-class mail,
postage prepaid, to Holders of Preferred Securities and Common
Securities.  Each Redemption/Distribution Notice shall be addressed to
the Holders of Preferred Securities and Common Securities at the address of each
such Holder appearing in the books and records of the Trust.  No
defect in the Redemption/Distribution Notice or in the mailing of either thereof
with respect to any Holder shall affect the validity of the redemption or
exchange proceedings with respect to any other Holder.

       

      (ii)           In
the event that fewer than all the outstanding Preferred Securities are to be
redeemed, the Preferred Securities to be redeemed will be redeemed Pro Rata from
each Holder of Preferred Securities, it being understood that, in respect of
Preferred Securities registered in the name of and held of record by DTC (or
successor Clearing Agency) or any other nominee, the Preferred Securities will
be redeemed from, and the distribution of the proceeds of such redemption will
be made to, DTC (or successor Clearing Agency) or other
nominee.


      
        
           


        

        
          B-8

          
            

          

        

        
           


        

      


      (iii)           Subject
to Section [9] hereof, if the Trust gives a Redemption/Distribution Notice in
respect of a redemption of Preferred Securities as provided in this Section 4,
then (A) while the Preferred Securities are in book-entry only form, with
respect to the Preferred Securities, by 12:00 noon, New York City time, on the
redemption date, provided that Centex has paid the Property Trustee, in
immediately available funds, a sufficient amount of cash in connection with the
related redemption or maturity of the Debentures, the Property Trustee will
deposit irrevocably with DTC (or successor Clearing Agency) funds sufficient to
pay the applicable Redemption Price with respect to the Preferred Securities and
will give DTC (or successor Clearing Agency) irrevocable instructions and
authority to pay the Redemption Price to the Holders of the Preferred Securities
and (B) if the Preferred Securities are issued in definitive form, with respect
to the Preferred Securities and provided that Centex has paid the Property
Trustee, in immediately available funds, a sufficient amount of cash in
connection with the related redemption or maturity of the Debentures, the
Property Trustee will pay the relevant Redemption Price to the Holders of such
Preferred Securities by check mailed to the address of the relevant Holder
appearing on the books and records of the Trust on the redemption date or by
wire transfer of immediately available funds to an account designated by such
Holder.  If a Redemption/Distribution Notice shall have been given and
funds deposited as required, if applicable, then immediately prior to the close
of business on the redemption date, Distributions will cease to accumulate on
the Preferred Securities called for redemption, such Preferred Securities will
no longer be deemed to be outstanding and all rights of Holders of such
Preferred Securities so called for redemption will cease, except the right of
the Holders of such Preferred Securities to receive the Redemption Price, but
without interest on such Redemption Price.  Neither the Trustees nor
the Trust shall be required to register or cause to be registered the transfer
of any Preferred Securities which have been so called for
redemption.  If any date fixed for redemption of Preferred Securities
is not a Business Day, then payment of the Redemption Price payable on such date
will be made on the next succeeding day that is a Business Day (and without any
interest or other payment in respect of any such delay) except that, if such
Business Day falls in the next calendar year, such payment will be made on the
immediately preceding Business Day, in each case with the same force and effect
as if made on such date fixed for redemption.  If payment of the
Redemption Price in respect of Preferred Securities is improperly withheld or
refused and not paid either by the Property Trustee or by Centex pursuant to the
Preferred Securities Guarantee, Distributions on such Preferred Securities will
continue to accumulate, from the original redemption date to the date of
payment, in which case the actual payment date will be considered the date fixed
for redemption for purposes of calculating the Redemption Price.

       

      (iv)           Redemption/Distribution
Notices shall be sent by the Regular Trustees on behalf of the Trust to DTC or
its nominee (or any successor Clearing Agency or its nominee) if the Global
Certificates have been issued or, if Definitive Preferred Security Certificates
have been issued, to the Holders of the Preferred Securities.

       

      (v)           Subject
to the foregoing and applicable law (including, without limitation, United
States Federal securities laws), Centex or any of its Affiliates may at any time
and from time to time purchase outstanding Preferred Securities by tender, in
the open market or by private agreement.


      
        
           


        

        
          B-9

          
            

          

        

        
           


        

      


      [5.           Conversion
Rights.  The Holders of Preferred Securities shall have the
right at any time prior to the close of business on ___________, ____ or, in the
case of Preferred Securities called for redemption, prior to the close of
business on the Business Day immediately prior to the redemption date, at their
option, to cause the Conversion Agent to convert Preferred Securities, on behalf
of the converting Holders, into shares of Common Stock in the manner described
herein on and subject to the following terms and conditions:

       

      (a)           The
Preferred Securities will be convertible at the office of the Conversion Agent
maintained for such purpose in the Borough of Manhattan, The City of New York,
into fully paid and nonassessable shares of Common Stock pursuant to the
Holder’s direction to the Conversion Agent to exchange such Preferred Securities
for a portion of the Debentures theretofore held by the Trust on the basis of
one Preferred Security per $______ principal amount of Debentures, and
immediately convert such amount of Debentures into fully paid and nonassessable
shares of Common Stock at an initial rate of __ shares of Common Stock per
$_______ principal amount of Debentures (which is equivalent to a conversion
price of $___ per share of Common Stock, subject to certain adjustments set
forth in Sections ___ and ___ of the Supplemental Indenture (as so adjusted, the
“Conversion Price”)).

       

      (b)           In
order to convert Preferred Securities into Common Stock, the Holder shall submit
to the Conversion Agent at the office referred to above an irrevocable request
to convert Preferred Securities on behalf of such Holder (the “Conversion
Request”), together, if the Preferred Securities are in certificated form, with
such Preferred Security Certificates.  The Conversion Request shall
(i) set forth the number of Preferred Securities to be converted and the name or
names, if other than the Holder, in which the shares of Common Stock should be
issued and (ii) direct the Conversion Agent (a) to exchange such Preferred
Securities for a portion of the Debentures held by the Trust (at the rate of
exchange specified in the preceding paragraph) and (b) to immediately convert
such Debentures on behalf of such Holder into shares of Common Stock, subject to
certain adjustments set forth in the Supplemental Indenture (at the conversion
rate specified in the preceding paragraph).  The Conversion Agent
shall notify the Trust of the Holder’s election to exchange Preferred Securities
for a portion of the Debentures held by the Trust and the Trust shall, upon
receipt of such notice, deliver to the Conversion Agent the appropriate
principal amount of Debentures for exchange in accordance with this
Section.  The Conversion Agent shall thereupon notify the Sponsor of
the Holder’s election to convert such Debentures into shares of Common
Stock.  If a Preferred Security is surrendered for conversion after
the close of business on any regular record date for payment of a Distribution
and before the opening of business on the corresponding Distribution payment
date, then, notwithstanding such conversion, the Distribution payable on such
Distribution payment date will be paid in cash to the Person in whose name the
Preferred Security is registered at the close of business on such record date,
and (other than a Preferred Security or a portion of a Preferred Security called
for redemption on a redemption date occurring after such record date and on or
prior to such Distribution payment date) when so surrendered for conversion, the
Preferred Security must be accompanied by payment of an amount equal to the
Distribution payable on such Distribution payment date.  Except as
provided above, neither the Trust nor the Sponsor will make, or be required to
make, any payment, allowance or adjustment upon any conversion on account of any
accumulated and unpaid Distributions accumulated on the Preferred Securities
surrendered for conversion, or on account of any accumulated and unpaid
dividends on the shares of Common Stock issued upon such conversion, and the
delivery of shares of Common Stock upon conversion of the Preferred Securities
shall be deemed to constitute full payment for all accumulated and unpaid
Distributions on the Preferred Securities.  Preferred Securities shall
be deemed to have been converted immediately prior to the close of business on
the day on which a Notice of Conversion relating to such Preferred Securities is
received by the Trust in accordance with the foregoing provision (the
“Conversion Date”).  The Person or Persons entitled to receive shares
of Common Stock issuable upon conversion of the Debentures shall be treated for
all purposes as the record holder or holders of such shares of Common Stock at
such time.  As promptly as practicable on or after the Conversion
Date, the Sponsor shall issue the number of full shares of Common Stock issuable
upon such conversion to, and shall deliver at the office of the Conversion Agent
the cash payment, if any, in lieu of any fraction of any Share for the account
of, the Person or Persons entitled to receive the same, unless otherwise
directed by the Holder in the Notice of Conversion.  The Conversion
Agent shall distribute such cash payment, if any, to such Person or
Persons.


      
        
           


        

        
          B-10

          
            

          

        

        
           


        

      


      (c)           Each
Holder of a Preferred Security by his acceptance thereof appoints The Bank of
New York Mellon Trust Company, National Association, as the “Conversion Agent”
for the purpose of effecting the conversion of Preferred Securities in
accordance with this Section.  In effecting the conversion and
transactions described in this Section, the Conversion Agent shall be acting as
agent of the Holders of Preferred Securities directing it to effect such
conversion transactions.  The Conversion Agent is hereby authorized
(i) to exchange Preferred Securities from time to time for Debentures held by
the Trust in connection with the conversion of such Preferred Securities in
accordance with this Section and (ii) to convert all or a portion of the
Debentures into shares of Common Stock and thereupon to deliver such shares of
Common Stock in accordance with the provisions of this Section and to deliver to
the Trust a new Debenture or Debentures for any resulting unconverted principal
amount.

       

      (d)           No
fractional shares of Common Stock will be issued as a result of conversion, but
in lieu thereof, such fractional interest will be paid by the Sponsor in cash
(based upon the Closing Price (as defined in the Indenture) of shares of Common
Stock on the date such Preferred Securities are surrendered for conversion to
the Trust) to the Conversion Agent, which in turn will make such payment to the
Holder or Holders of Preferred Securities so converted, or, if such day is not a
Trading Day (as defined in the Indenture), on the next Trading Day.

       

      (e)           The
Sponsor shall at all times reserve and keep available out of its authorized and
unissued Common Stock, solely for issuance upon the conversion of the
Debentures, free from any preemptive or other similar rights, such number of
shares of Common Stock as shall from time to time be issuable upon the
conversion of all the Debentures then outstanding.  Notwithstanding
the foregoing, the Sponsor shall be entitled to deliver upon conversion of
Debentures, shares of Common Stock reacquired and held in the treasury of the
Sponsor (in lieu of the issuance of authorized and unissued shares of Common
Stock), so long as any such treasury shares are free and clear of all liens,
charges, security interests or encumbrances.  Any shares of Common
Stock issued upon conversion of the Debentures shall be duly authorized, validly
issued and fully paid and nonassessable.  The Trust shall deliver the
shares of Common Stock received upon conversion of the Debentures to the
converting Holder of Preferred Securities free and clear of all liens, charges,
security interests and encumbrances, except for United States withholding
taxes.  Each of the Sponsor and the Trust shall prepare and shall use
its best efforts to obtain and keep in force such governmental or regulatory
permits or other authorizations as may be required by law, and shall comply with
all applicable requirements as to registration or qualification of shares of
Common Stock (and all requirements to list shares of Common Stock issuable upon
conversion of Debentures that are at the time applicable), in order to enable
the Sponsor to lawfully issue shares of Common Stock to the Trust upon
conversion of the Debentures and the Trust to lawfully deliver shares of Common
Stock to each Holder of Preferred Securities upon conversion of the Preferred
Securities.


      
        
           


        

        
          B-11

          
            

          

        

        
           


        

      


      (f)           The
Sponsor will pay any and all taxes that may be payable in respect of the issue
or delivery of shares of Common Stock on conversion of Debentures and the
delivery of the shares of Common Stock by the Trust upon conversion of the
Preferred Securities. The Sponsor shall not, however, be required to pay any tax
which may be payable in respect of any transfer involved in the issue and
delivery of shares of Common Stock in a name other than that in which the
Preferred Securities so converted were registered, and no such issue or delivery
shall be made unless and until the Person requesting such issue has paid to the
Trust the amount of any such tax, or has established to the satisfaction of the
Trust that such tax has been paid.

       

      (g)           Nothing
in the preceding paragraph (f) shall limit the requirement of the Trust to
withhold taxes pursuant to the terms of the Preferred Securities or set forth in
this Exhibit B to the Declaration or to the Declaration itself or otherwise
require the Property Trustee or the Trust to pay any amounts on account of such
withholdings.]

       

      6.       
     Voting
Rights.  (a) Except as provided under paragraph [6](b) below
and as otherwise required by law and the Declaration, the Holders of the
Preferred Securities will have no voting rights.

       

      (b)           If
any proposed amendment to the Declaration provides for, or the Regular Trustees
otherwise propose to effect, (i) any action that would adversely affect the
powers, preferences or special rights of the Securities, whether by way of
amendment to the Declaration, other than as described in Section 12.01(b) of the
Declaration, or otherwise, or (ii) the dissolution, winding-up or termination of
the Trust, other than as described in Section 8.01 of the Declaration, then the
Holders of outstanding Securities will be entitled to vote on such amendment or
proposal as a single class and such amendment or proposal shall not be effective
except with the approval of the Holders of Securities of at least a Majority of
Outstanding Securities, voting together as a single class; provided, however,
that (A) if any amendment or proposal referred to in clause (i) above would
adversely affect only the Preferred Securities or the Common Securities, then
only the affected class of Securities will be entitled to vote on such amendment
or proposal and such amendment or proposal shall not be effective except with
the approval of at least a Majority of Outstanding Securities of such class and
(B) amendments to the Declaration shall be subject to such further requirements
as are set forth in Sections 12.01 and 12.02 of the
Declaration.


      
        
           


        

        
          B-12

          
            

          

        

        
           


        

      


      In the
event the consent of the Property Trustee, as the holder of the Debentures, is
required under the Indenture with respect to any amendment, modification or
termination of the Indenture or the Debentures, the Property Trustee shall
request the written direction of the Holders of the Securities with respect to
such amendment, modification or termination.  The Property Trustee
shall vote with respect to such amendment, modification or termination as
directed by a Majority of Outstanding Securities voting together as a single
class; provided, however, that where such amendment, modification or termination
of the Indenture requires the consent or vote of (1) holders of Debentures
representing a specified percentage greater than a majority in principal amount
of the Debentures or (2) each holder of Debentures, the Property Trustee may
only vote with respect to that amendment, modification or termination as
directed by, in the case of clause (1) above, the vote of Holders of Securities
representing such specified percentage of the aggregate liquidation amount of
the Securities, or, in the case of clause (2) above, each Holder of Securities;
and provided, further, that the Property Trustee shall be under no obligation to
take any action in accordance with the directions of the Holders of Securities
unless the Property Trustee shall have received, at the expense of the Sponsor,
an Opinion of Counsel experienced in such matters to the effect that the Trust
will not be classified for United States Federal income tax purposes as other
than a grantor trust on account of such action.

       

      So long
as any Debentures are held by the Property Trustee, the Trustees shall not (i)
direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee of the Indenture (the “Debenture Trustee”), or
exercising any trust or power conferred on the Debenture Trustee with respect to
the Debentures, (ii) waive any past default that is waivable under Section 6.06
of the Indenture or (iii) exercise any right to rescind or annul a declaration
of acceleration of the maturity of the principal of the Debentures, without, in
each case, obtaining the prior approval of the Holders of a Majority of
Outstanding Preferred Securities and Common Securities.  The Trustees
shall not revoke any action previously authorized or approved by a vote of the
Holders of the Preferred Securities except by subsequent vote of such
Holders.  The Property Trustee shall notify each Holder of Preferred
Securities of any notice of default with respect to the Debentures.

       

      If an
Event of Default has occurred and is continuing, then the Holders of a Majority
of Outstanding Preferred Securities will have the right, subject to Section
3.12(c)(iv) of the Declaration, to direct the time, method and place of
conducting any proceeding for any remedy available to the Property Trustee or to
direct the exercise of any trust or power conferred upon the Property Trustee
under the Declaration, including the right to direct the Property Trustee to
exercise the remedies available to it as a holder of the
Debentures.  If the Property Trustee fails to enforce its rights under
the Debentures, a Holder of Preferred Securities may, to the fullest extent
permitted by law, after a period of 30 days has elapsed since such Holder’s
written request to the Property Trustee to enforce such rights, institute a
legal proceeding directly against the Sponsor to enforce the Property Trustee’s
rights under the Debentures without first instituting any legal proceeding
against the Property Trustee or any other Person; provided that, if an Event of
Default has occurred and is continuing and such event is attributed to the
failure of the Sponsor to pay principal of, any premium or interest on or any
Additional Amounts with respect to the Debentures on the date such amounts are
otherwise payable (or in the case of redemption, on the redemption date), then a
Holder of Preferred Securities may directly institute a proceeding for
enforcement of payment to such Holder of such amounts on the Debentures having a
principal amount equal to the aggregate liquidation amount of the Preferred
Securities of such Holder (a “Holder Direct Action”) on or after the respective
due date specified in the Debentures.  In connection with such Holder
Direct Action, the Sponsor will be subrogated to the rights of such Holder of
Preferred Securities to the extent of any payment made by the Sponsor to such
Holders of Preferred Securities in such Holder Direct Action.  Except
as provided in the preceding sentences, the Holders of Preferred Securities will
not be able to exercise directly any other remedy available to the Holders of
the Debentures.


      
        
           


        

        
          B-13

          
            

          

        

        
           


        

      


      A waiver
of an Indenture Event of Default by the Property Trustee at the direction of the
Holders of the Preferred Securities will constitute a waiver of the
corresponding Event of Default under the Declaration in respect of the
Securities.

       

      Any
required approval or direction of Holders of Preferred Securities may be given
at a separate meeting of Holders of Preferred Securities convened for such
purpose, at a meeting of all of the Holders of Securities or pursuant to written
consent.  The Regular Trustees will cause a notice of any meeting at
which Holders of Preferred Securities are entitled to vote to be mailed to each
Holder of record of Preferred Securities.  Each such notice will
include a statement setting forth (i) the date of such meeting, (ii) a
description of any resolution proposed for adoption at such meeting on which
such Holders are entitled to vote and (iii) instructions for the delivery of
proxies.  Any action that may be taken at a meeting of the Holders of
Securities may be taken without a meeting and without prior notice if a consent
in writing setting forth the action so taken is signed by Holders of Securities
owning not less than the minimum aggregate liquidation amount of Securities that
would be necessary to authorize or take such action at a meeting at which all
Holders of Securities having a right to vote thereon were present and
voting.

       

      No vote
or consent of the Holders of Preferred Securities will be required for the Trust
to redeem and cancel Preferred Securities or to distribute the Debentures in
accordance with the Declaration or Section 3 of this Exhibit B.

       

      Notwithstanding
that Holders of Preferred Securities are entitled to vote or consent under any
of the circumstances described above, any of the Preferred Securities at such
time that are owned by Centex or by any Affiliate of Centex shall not be
entitled to vote or consent and shall, for purposes of such vote or consent, be
treated as if they were not outstanding.

       

      Holders
of the Preferred Securities have no rights to increase or decrease the number of
Trustees or to appoint, remove or replace a Trustee, which voting rights are
vested exclusively in the Holders of the Common Securities.

       

      7.           Pro Rata
Treatment.  A reference in these terms of the Preferred
Securities to any payment, Distribution or treatment as being “Pro Rata” shall
mean pro rata to each Holder of Securities according to the aggregate
liquidation amount of the Securities held by the relevant Holder in relation to
the aggregate liquidation amount of all Securities outstanding unless, in
relation to a payment, an Event of Default has occurred and is continuing, in
which case any funds available to make such payment shall be paid first to each
Holder of the Preferred Securities pro rata according to the aggregate
liquidation amount of Preferred Securities held by the relevant Holder relative
to the aggregate liquidation amount of all Preferred Securities outstanding, and
only after satisfaction of all amounts owed to the Holders of the Preferred
Securities, to each Holder of Common Securities pro rata according to the
aggregate liquidation amount of Common Securities held by the relevant Holder
relative to the aggregate liquidation amount of all Common Securities
outstanding.


      
        
           


        

        
          B-14

          
            

          

        

        
           


        

      


      8.           Ranking.  The
Preferred Securities rank pari passu and payment thereon will be made Pro Rata
with the Common Securities, except that when an Event of Default occurs and is
continuing, the rights of Holders of Preferred Securities to payment in respect
of Distributions and payments upon liquidation, redemption or otherwise rank in
priority to the rights of Holders of the Common Securities.

       

      9.           Transfer, Exchange, Method of
Payments.  Payment of Distributions and any Additional Amounts
and payments on redemption of the Preferred Securities will be payable, the
transfer of the Preferred Securities will be registrable, and Preferred
Securities will be exchangeable for Preferred Securities of other denominations
of a like aggregate liquidation amount, at the corporate trust office of the
Property Trustee (or its Affiliate) in The City of New York; provided that
payment of Distributions and any Additional Amounts may be made at the option of
the Regular Trustees on behalf of the Trust by check mailed to the address of
the Persons entitled thereto or by wire transfer of funds to an account
designated by such Holder and that the payment on redemption of any Preferred
Security will be made only upon surrender of such Preferred Security to the
Property Trustee.

       

      10.           Acceptance of Indenture and Preferred
Securities Guarantee.  Each Holder of Preferred Securities, by
the acceptance thereof, agrees to the provisions of (i) the Preferred Securities
Guarantee, including the subordination provisions therein, and (ii) the
Indenture and the Debentures, including the subordination provisions of the
Indenture.

       

      11.           No Preemptive
Rights.  The Holders of Preferred Securities shall have no
preemptive or similar rights to subscribe to any additional Preferred Securities
or Common Securities.

       

      12.           Miscellaneous.  These
terms shall constitute a part of the Declaration.  The Trust will
provide a copy of the Declaration and the Indenture to a Holder of Preferred
Securities without charge on written request to the Trust at its principal place
of business.

       

      
        
          
          

        

        
          B-15

          
            

          

        

        
          
          

        

      

       

      Annex
I

       

      FORM OF
PREFERRED SECURITY CERTIFICATE

       

      [IF THE
PREFERRED SECURITY IS TO BE A GLOBAL CERTIFICATE INSERT - This Preferred
Security is a Global Certificate within the meaning of the Declaration
hereinafter referred to and is registered in the name of The Depository Trust
Company (“DTC”) or a nominee of DTC.  This Preferred Security is
exchangeable for Preferred Securities registered in the name of a person other
than DTC or its nominee only in the limited circumstances described in the
Declaration and no transfer of this Preferred Security (other than a transfer of
this Preferred Security as a whole by DTC to a nominee of DTC or by a nominee of
DTC to DTC or another nominee of DTC) may be registered except in limited
circumstances.  Unless this Preferred Security is presented by an
authorized representative of DTC (55 Water Street, New York, New York) to Centex
Trust [I] [II] or its agent for registration of transfer, exchange or payment,
and any Preferred Security issued is registered in the name of Cede & Co. or
such other name as requested by an authorized representative of DTC and any
payment hereon is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner
hereof, Cede & Co., has an interest herein.]

       

      
        
          
            
              
                
                  	
                          Certificate
      Number

                        	 
      	
                          Number
      of Preferred Securities:     

                        	
                           

                        
	
                           

                        	 
      	 
      	 
      
	 
      	 
      	
                          Aggregate
      Liquidation Amount:   $

                        	
                           

                        
	 
      	 
      	 
      	 
      
	 
      	 
      	
                          CUSIP
      NO.     

                        	
                            

                        


                

              

            

          

        

      

      


      Certificate
Evidencing Preferred Securities

      of

      Centex
Trust [I] [II]

      ____%
[[Convertible] Trust Preferred Securities]

      (liquidation
amount $______ per Preferred Security)

       

      Centex
Trust [I] [II], a statutory trust created under the laws of the State of
Delaware (the “Trust”), hereby certifies that _________ (the “Holder”) is the
registered owner of _____ (______) preferred securities of the Trust
representing preferred undivided beneficial interests in the assets of the Trust
and designated the ____% [[Convertible] Trust Preferred Securities] (liquidation
amount $______ per Preferred Security) (the “Preferred
Securities”).  The Preferred Securities are transferable on the books
and records of the Trust, in person or by a duly authorized attorney, upon
surrender of this Certificate duly endorsed and in proper form for
transfer.  The designations, rights, privileges, restrictions,
preferences and other terms and provisions of the Preferred Securities are set
forth in, and this Certificate and the Preferred Securities represented hereby
are issued and shall in all respects be subject to the terms and provisions of,
the Amended and Restated Declaration of Trust of the Trust dated as of
___________, ____, as the same may be amended from time to time (the
“Declaration”) including the designation of the terms of Preferred Securities as
set forth in Exhibit B thereto.  The Preferred Securities and the
Common Securities issued by the Trust pursuant to the Declaration represent
undivided beneficial interests in the assets of the Trust, including the
Debentures (as defined in the Declaration) issued by Centex Corporation, a
Nevada corporation (“Centex”), to the Trust pursuant to the Indenture referred
to in the Declaration.  The Holder is entitled to the benefits of the
Guarantee Agreement of Centex dated as of __________, ____ (the “Guarantee”) to
the extent provided therein.  The Trust will furnish a copy of the
Declaration, the Guarantee and the Indenture to the Holder without charge upon
written request to the Trust at its principal place of
business.


      
        
           


        

        
          B-16

          
            

          

        

        
           


        

      


      The
Holder of this Certificate, by accepting this Certificate, is deemed to have (i)
agreed to the terms of the Indenture and the Debentures, including that the
Debentures are subordinate and junior in right of payment to all Senior Debt (as
defined in the Indenture) as and to the extent provided in the Indenture, and
(ii) agreed to the terms of the Guarantee, including that the Guarantee is (a)
subordinate and junior in right of payment to all other [senior] liabilities of
Centex and any guarantees of Centex relating to such liabilities [, except in
each case those made pari passu or subordinate by their terms]; (b) senior to
all capital stock now or hereafter issued by Centex; and (c) pari passu with
respect to obligations under other securities (other than capital stock) Centex
may issue from time to time and other guarantee agreements which it may enter
into from time to time to the extent that (x) such agreements shall provide for
comparable guarantees by Centex of payment on preferred securities issued by
other trusts, partnerships or other entities affiliated with Centex that are
financing vehicles of Centex and (y) the debentures or other evidences of
indebtedness of Centex relating to such preferred securities are junior
subordinated, unsecured indebtedness of Centex.

       

      Upon
receipt of this Certificate, the Holder is bound by the Declaration and is
entitled to the benefits thereunder.


      
        
           


        

        
          B-17

          
            

          

        

        
           


        

      


      IN
WITNESS WHEREOF, Trustees of the Trust have executed this
Certificate.

       

      
        
          
            	 
      	
                    CENTEX
      TRUST [I] [II]

                  
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                    By:

                  	 
      	
                    ,as
      Regular Trustee

                  
	 
      	 
      	
                    Name:

                  
	 
      	 
      	
                    Title:
      Regular Trustee

                  


          

        

      

      


      


      Dated:

      


      Countersigned
and Registered:

      


      THE BANK
OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION,

      as
Transfer Agent and Registrar

      


      
        
          
            
              	
                      By:

                    	
                       

                    	 
	
                      Authorized
      Signatory

                    	 


            

          

        

      


      
        
           


        

        
          B-18

          
            

          

        

        
           


        

      


      [FORM OF
REVERSE OF SECURITY]

      


      Distributions
payable on each Preferred Security will be fixed at a rate per annum of ____%
(the “Coupon Rate”) of the stated liquidation amount of $______ per Preferred
Security, such rate being the rate of interest payable on the Debentures to be
held by the Property Trustee.   Distributions that are not paid
when such distributions are payable (or would be payable but for the deferral of
such payment pursuant to the Declaration or a default by Centex in the payment
of interest on the Debentures) will accumulate additional distributions thereon
at the Coupon Rate per annum (to the extent permitted by applicable law),
compounded [quarterly] [semi-annually].  The term “Distributions” as
used herein means such periodic cash distributions and any such additional
distributions payable unless otherwise stated.  A Distribution will be
made by the Property Trustee only to the extent that interest payments are made
in respect of the Debentures held by the Property Trustee and to the extent the
Trust has funds on hand legally available therefor.  The amount of
Distributions payable for any period will be computed for any full [quarterly]
[semi-annual] Distribution period on the basis of a 360-day year of twelve
30-day months, and for any period shorter than a full [quarterly] [semi-annual]
Distribution period for which Distributions are computed. Distributions will be
computed on the basis of the actual number of days elapsed per [90-day quarter]
[180-day semi-annual period].

       

      Distributions
on the Preferred Securities will accumulate from ________ ___, _____ and will be
payable [quarterly] [semi-annually] in arrears, on [________ ___, ________ ___,]
________ ___ and ________ ___ of each year, commencing on ________ ___, ____,
except as otherwise described below, but only if and to the extent that interest
payments are made in respect of the Debentures held by the Property
Trustee.  So long as no Indenture Event of Default has occurred and is
continuing with respect to the Debentures, Centex has the right under the
Indenture for the Debentures to defer payments of interest on the Debentures by
extending the interest payment period of the Debentures at any time and from
time to time for a period not exceeding [20] [10] consecutive [quarterly]
[semi-annual] interest periods (each, an “Extension Period”), during which
Extension Period no interest shall be due and payable on the
Debentures.  As a consequence of such deferral, Distributions shall
also be deferred.  Despite such deferral, Distributions will continue
to accumulate on the Preferred Securities with additional distributions thereon
(to the extent permitted by applicable law but not at a rate greater than the
rate at which interest is then accruing on the Debentures) at the Coupon Rate
compounded [quarterly] [semi-annually] during any such Extension
Period.  No Extension Period shall extend beyond the stated maturity
of the Debentures.  Prior to the termination of any such Extension
Period, Centex may further extend such Extension Period; provided that such
Extension Period together with all such previous and further extensions thereof
may not exceed [20] [10] consecutive [quarterly] [semi-annual] interest periods
or extend beyond the stated maturity of the Debentures.  Upon the
termination of any Extension Period and the payment of all amounts then due,
Centex may commence a new Extension Period, subject to the above
requirements.  On the Distribution payment date at the end of an
Extension Period, payments of accumulated Distributions (including any
Additional Amounts) will be payable to Holders of Preferred Securities as they
appear on the books and records of the Trust (regardless of who the Holders may
have been on other dates during the Extension Period) on the record date for
such Distribution payment date.

       

      The
Preferred Securities shall be redeemable as provided in the
Declaration.


      
        
           


        

        
          B-19

          
            

          

        

        
           


        

      


      [The
Preferred Securities shall be convertible into shares of Common Stock (as
defined in the Declaration), through (i) the exchange of Preferred Securities
for a portion of the Debentures and (ii) the immediate conversion of such
Debentures into shares of Common Stock, in the manner and according to the terms
set forth in the Declaration.]


      
        
           


        

        
          B-20

          
            

          

        

        
           


        

      


      [CONVERSION
REQUEST

       

      
        	
                To:

              	
                The
      Bank of New York Mellon Trust Company, National
    Association,

              


      

      as
Conversion Agent for Centex Trust [I] [II]

       

      The
undersigned owner of these Preferred Securities hereby irrevocably exercises the
option to convert these Preferred Securities, or the portion below designated,
into shares of Common Stock (as that term is defined in the Amended and Restated
Declaration of Trust, dated as of ______, ____ (as amended from time to time,
the “Declaration”), by _________, ________ and __________ as Regular Trustees,
BNY Mellon Trust of Delaware, as the Delaware Trustee, The Bank of New York
Mellon Trust Company, National Association, as the Property Trustee, Centex
Corporation, as Sponsor, _____________, as initial Holder of Common Securities,
and by the Holders, from time to time, of undivided beneficial interests in the
assets of the Trust to be issued pursuant to the Declaration) in accordance with
and subject to the terms and conditions of the Declaration.  Pursuant
to the aforementioned exercise of the option to convert these Preferred
Securities, the undersigned hereby directs the Conversion Agent (as that term is
defined in the Declaration) to (i) exchange such Preferred Securities for a
portion of the Debentures (as that term is defined in the Declaration) held by
Centex Trust [I] [II] (at the rate of exchange specified in the terms of the
Preferred Securities set forth as Exhibit B to the Declaration) and (ii)
immediately convert such Debentures on behalf of the undersigned into Common
Stock (at the conversion rate specified in the terms of the Preferred Securities
set forth as Exhibit B to the Declaration, subject to certain adjustments set
forth in the Supplemental Indenture (as that term is defined in the
Declaration)).

       

      The
undersigned does also hereby direct the Conversion Agent that the shares of
Common Stock issuable and deliverable upon conversion, together with any check
in payment for fractional shares, be issued in the name of and delivered to the
undersigned, unless a different name has been indicated in the assignment
below.  If shares of Common Stock are to be issued in the name of a
Person other than the undersigned, the undersigned will pay all transfer taxes
payable with respect thereto.


      
        
           


        

        
          B-21

          
            

          

        

        
           


        

      


      Date:  _______________,
_____

       

      in whole
___                                                      in
part ___

       

      Number of
Preferred Securities to be converted:

       

      _______________________

       

      If a name
or names other than the undersigned, please indicate in the spaces below the
name or names in which the shares of Common Stock are to be issued, along with
the address or addresses of such Person or Persons:

       

      __________________________________

       

      __________________________________

       

      __________________________________

       

      __________________________________

       

      __________________________________

       

      __________________________________

      Signature
(for conversion only)

       

      Please
Print or Type Name and Address, Including Zip Code, and Social Security or Other
Identifying Number

       

      __________________________________

       

      __________________________________

       

      __________________________________

       

      Signature
Guarantee:*  _________

       

      


      
        

      

    

     

    
      (Signature
must be guaranteed by an “eligible guarantor institution” that is, a bank,
stockbroker, savings and loan association or credit union meeting the
requirements of the Conversion Agent, which requirements include membership or
participation in the Securities Transfer Agents Medallion Program (“STAMP”) or
such other “signature guarantee program” as may be determined by the Conversion
Agent in addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.)]

      

        
          
             


          

          
            B-22

            
              

            

          

          
             


          

        



      ASSIGNMENT

       

      
        FOR VALUE
RECEIVED, the undersigned assigns and transfers this Preferred Security
Certificate to:

        
          
            

          

        

      

      


      ____________________________________________________________

      


      ____________________________________________________________

      {Insert
assignee’s social security or tax identification number}

      


      ____________________________________________________________

      


      ____________________________________________________________

      {Insert
address and zip code of assignee}

      


      and
irrevocably appoints

      ____________________________________________________________

      


      ____________________________________________________________

      


      ____________________________________________________________
agent to transfer this Preferred Security Certificate on the books of the
Trust.  The agent may substitute another to act for him or
her.

      


      Date:
______________________________

      


      Signature:
___________________________

      


      NOTICE:  THE
SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS WRITTEN UPON
THE FACE OF THIS PREFERRED SECURITY CERTIFICATE IN EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER.


      
        
           


        

        
          B-23

          
            

          

        

        
           


        

      


      EXHIBIT
C

       

      TERMS
OF

      COMMON
SECURITIES

       

      Pursuant
to Section 7.01(b) of the Amended and Restated Declaration of Trust of Centex
Trust [I] [II] dated as of ____________, ____ (as amended from time to time, the
“Declaration”), the designations, rights, privileges, restrictions, preferences
and other terms and provisions of the Common Securities are set forth below
(each capitalized term used but not defined herein having the meaning set forth
in the Declaration):

       

      1.            Designation and
Number.  _________ (_______) Common Securities of the Trust
with an aggregate liquidation amount at any time outstanding with respect to the
assets of the Trust of _________________ Dollars ($___________) [(including up
to ____________ (__________) Common Securities of the Trust with an aggregate
liquidation amount with respect to the assets of the Trust of _______________
($_________) issuable in connection with the exercise of the over-allotment
option set forth in the Underwriting Agreement)], and each with a liquidation
amount with respect to the assets of the Trust of $______ per Common Security,
are hereby designated as “____% [[Convertible] Trust Common
Securities].”  The Common Security Certificates evidencing the Common
Securities shall be substantially in the form attached hereto as Annex I, with
such changes and additions thereto or deletions therefrom as may be required by
ordinary usage, custom or practice.  In connection with the issuance
and sale of the Preferred Securities and the Common Securities, the Trust will
purchase as trust assets Debentures of Centex having an aggregate principal
amount equal to the aggregate liquidation amount of the Preferred Securities and
the Common Securities so issued and bearing interest at an annual rate equal to
the annual Distribution rate on the Preferred Securities and the Common
Securities and having payment and redemption provisions which correspond to the
payment and redemption provisions of the Preferred Securities and the Common
Securities.

       

      2.         
  Distributions and
Additional Amounts.   (a) Distributions payable on each
Common Security will be fixed at a rate per annum of ____% (the “Coupon Rate”)
of the stated liquidation amount of $______ per Common Security, such rate being
the rate of interest payable on the Debentures to be held by the Property
Trustee.   Distributions that are not paid when such
distributions are payable (or would be payable but for the deferral of such
payment pursuant to Section 2.1(b) below or a default by Centex in the payment
of interest on the Debentures) will accumulate additional distributions thereon
at the Coupon Rate per annum (to the extent permitted by applicable law),
compounded [quarterly] [semi-annually].  The term “Distributions” as
used herein means such periodic cash distributions and any such additional
distributions payable unless otherwise stated.  A Distribution will be
made by the Property Trustee only to the extent that interest payments are made
in respect of the Debentures held by the Property Trustee and to the extent the
Trust has funds on hand legally available therefor.  The amount of
Distributions payable for any period will be computed for any full [quarterly]
[semi-annual] Distribution period on the basis of a 360-day year of twelve
30-day months, and for any period shorter than a full [quarterly] [semi-annual]
Distribution period for which Distributions are computed, Distributions will be
computed on the basis of the actual number of days elapsed per [90-day quarter]
[180-day semi-annual period].


      
        
           


        

        
          C-1

          
            

          

        

        
           


        

      


      (b)           Distributions
on the Common Securities will accumulate from ________ ___, _____ and will be
payable [quarterly] [semi-annually] in arrears, on [________ ___, ________ ___,]
________ ___ and ________ ___ of each year, commencing on ________ ___, ____,
except as otherwise described below, but only if and to the extent that interest
payments are made in respect of the Debentures held by the Property
Trustee.  So long as no Indenture Event of Default has occurred and is
continuing with respect to the Debentures, Centex has the right under the
Indenture for the Debentures to defer payments of interest on the Debentures by
extending the interest payment period of the Debentures at any time and from
time to time for a period not exceeding [20] [10] consecutive [quarterly]
[semi-annual] interest periods (each, an “Extension Period”), during which
Extension Period no interest shall be due and payable on the
Debentures.  As a consequence of such deferral, Distributions shall
also be deferred.  Despite such deferral, Distributions will continue
to accumulate on the Common Securities with additional distributions thereon (to
the extent permitted by applicable law but not at a rate greater than the rate
at which interest is then accruing on the Debentures) at the Coupon Rate
compounded [quarterly] [semi-annually] during any such Extension
Period.  No Extension Period shall extend beyond the stated maturity
of the Debentures.  Prior to the termination of any such Extension
Period, Centex may further extend such Extension Period; provided that such
Extension Period together with all such previous and further extensions thereof
may not exceed [20] [10] consecutive [quarterly] [semi-annual] interest periods
or extend beyond the stated maturity of the Debentures.  Upon the
termination of any Extension Period and the payment of all amounts then due,
Centex may commence a new Extension Period, subject to the above
requirements.  On the Distribution payment date at the end of an
Extension Period, payments of accumulated Distributions (including any
Additional Amounts) will be payable to Holders of Common Securities as they
appear on the books and records of the Trust (regardless of who the Holders may
have been on other dates during the Extension Period) on the record date for
such Distribution payment date.

       

      (c)           Distributions
and Additional Amounts on the Common Securities will be payable promptly by the
Property Trustee (or other Paying Agent) upon receipt of immediately available
funds to the Holders thereof as they appear on the books and records of the
Trust on the relevant record dates.  While the Preferred Securities
remain in book-entry only form, the relevant record dates for the Common
Securities shall be the Business Day next preceding the relevant Distribution
payment date, and if the Preferred Securities are no longer in book-entry only
form, the relevant record dates for the Common Securities will be the close of
business on the [________ ___, ________ ___,] ________ ___ and ________ ___ next
preceding the relevant Distribution payment date, which record and payment dates
correspond to the record and interest payment dates on the
Debentures.  Distributions and Additional Amounts payable on any
Common Securities that are not punctually paid on any Distribution payment date
as a result of Centex’s having failed to make the corresponding payment on the
Debentures will forthwith cease to be payable to the Person in whose name such
Common Security is registered on the relevant record date, and such defaulted
payment will instead be payable to the Person in whose name such Common Security
is registered on the special record date established by the Regular Trustees,
which record date shall correspond to the special record date or other specified
date determined in accordance with the Indenture; provided, however, that
Distributions shall not be considered payable on any Distribution payment date
falling within an Extension Period unless Centex has elected to make a full or
partial payment of accrued interest on the Debentures on such Distribution
payment date.  Subject to any applicable laws and regulations and the
provisions of the Declaration, each payment in respect of the Common Securities
will be made as described in Section [9] hereof.  If any date on which
Distributions and Additional Amounts are payable on the Common Securities is not
a Business Day, then payment of the Distribution and Additional Amounts payable
on such date will be made on the next succeeding day that is a Business Day (and
without any interest or other payment in respect of any such delay) except that,
if such Business Day is in the next succeeding calendar year, such payment shall
be made on the immediately preceding Business Day, in each case with the same
force and effect as if made on the date such payment was originally
payable.  Notwithstanding anything herein to the contrary, the record
dates and payment dates for Distributions and Additional Amounts shall be the
same as the record dates and payment dates for the Debentures.


      
        
           


        

        
          C-2

          
            

          

        

        
           


        

      


      (d)           All
Distributions and Additional Amounts paid with respect to the Preferred
Securities and the Common Securities will be paid Pro Rata (as defined below) to
the Holders thereof entitled thereto.  If an Event of Default has
occurred and is continuing, the Preferred Securities shall have a priority over
the Common Securities with respect to such payments.

       

      (e)           In
the event that there is any money or other property held by or for the Trust
that is not accounted for under the Declaration, such money or property shall be
distributed Pro Rata among the Holders of the Preferred Securities and the
Common Securities.

       

      3.       
     Liquidation Distribution Upon
Dissolution.  (a) In the event of any voluntary or involuntary
dissolution of the Trust other than as contemplated by Section 8.01(a) or (f) of
the Declaration, the Holders of the Preferred Securities and the Common
Securities will be entitled to receive Pro Rata solely out of the assets of the
Trust legally available for distribution to Holders of Preferred Securities and
Common Securities after satisfaction of liabilities to the creditors of the
Trust, an amount equal to the aggregate of the stated liquidation amount of
$______ per Preferred Security and Common Security plus accumulated and unpaid
Distributions thereon and any Additional Amounts with respect thereto to the
date of payment (such amount being the “Liquidation Distribution”), unless, in
connection with such dissolution and after satisfaction of liabilities to the
creditors of the Trust, Debentures, in an aggregate principal amount equal to
the aggregate stated liquidation amount of such Preferred Securities and the
Common Securities and bearing accrued and unpaid interest and Additional Amounts
in an amount equal to the accumulated and unpaid Distributions on and any
Additional Amounts with respect to such Preferred Securities and the Common
Securities, shall be distributed Pro Rata to the Holders of the Preferred
Securities and the Common Securities in exchange for such
Securities.

       

      If, upon
any such dissolution, the Liquidation Distribution can be paid only in part
because the Trust has insufficient assets on hand legally available to pay in
full the aggregate Liquidation Distribution, then the amounts payable directly
by the Trust on the Preferred Securities and the Common Securities shall be
paid, subject to the next paragraph, on a Pro Rata basis.

       

      Holders
of Common Securities will be entitled to receive Liquidation Distributions upon
any such dissolution Pro Rata with Holders of Preferred Securities, except that
if an Event of Default has occurred and is continuing, the Preferred Securities
shall have a priority over the Common Securities with respect to such
Liquidation Distribution.


      
        
           


        

        
          C-3

          
            

          

        

        
           


        

      


      (b)           The
Holder of the Common Securities shall have the right to direct the Property
Trustee in writing at any time to dissolve the Trust and to distribute
Debentures to Holders in exchange for Securities (which direction is optional
and wholly within the discretion of the Holder of the Common
Securities).  Upon the receipt of any such written direction, the
Property Trustee shall promptly (i) distribute Debentures in an aggregate
principal amount equal to the aggregate stated liquidation amount of the
Preferred Securities and the Common Securities held by each Holder, which
Debentures bear accrued and unpaid interest and Additional Amounts in an amount
equal to the accumulated and unpaid Distributions on and any Additional Amounts
with respect to the Preferred Securities and the Common Securities of such
Holder, in exchange for the Preferred Securities and Common Securities of such
Holder and (ii) dissolve the Trust.

       

      (c)           On
the date fixed for any distribution of Debentures, upon dissolution of the
Trust, (i) the Common Securities will no longer be deemed to be outstanding and
may be canceled by the Regular Trustees and (ii) Certificates representing
Common Securities will be deemed to represent beneficial interests in the
Debentures having an aggregate principal amount equal to the stated liquidation
amount of, and bearing accrued and unpaid interest and Additional Amounts equal
to accumulated and unpaid Distributions on and any Additional Amounts with
respect to, such Common Securities until such Certificates are presented to
Centex or its agent for cancellation and Debentures are issued in lieu
thereof.  Debentures distributed to holders of such Certificates shall
not be issued in the form of a global certificate or certificates representing
such Debentures or any other form intended to facilitate book-entry trading in
beneficial interests in such Debentures.

       

      4.       
     Redemption of
Debentures.  The Common Securities may be redeemed only if
Debentures having an aggregate principal amount equal to the aggregate
liquidation amount of the Preferred Securities and the Common Securities are
repaid or redeemed as set forth below:

       

      (a)           Upon
the repayment of the Debentures, in whole or in part, whether at maturity, upon
redemption at any time or from time to time [on or after _________, ____], the
proceeds of such repayment will be promptly applied to redeem Pro Rata Preferred
Securities and Common Securities having an aggregate liquidation amount equal to
the aggregate principal amount of the Debentures so repaid or redeemed, upon not
less than 30 nor more than 60 days’ notice, at a redemption price [of $______
per Preferred Security and Common Security plus an amount equal to accumulated
and unpaid Distributions thereon and any Additional Amounts with respect thereto
to, but excluding, the date of redemption, payable in cash (the “Redemption
Price”).] [equal to (i) in the case of the optional redemption of the Debentures
upon the occurrence and continuation of a Special Event (as defined below), the
Special Event Redemption Price (as defined below) or (ii) in the case of the
optional redemption of the Debentures other than as contemplated in clause (i)
above, the Optional Redemption Price (as defined below).  The Special
Event Redemption Price and the Optional Redemption Price are referred to
collectively as the “Redemption Price.”]  The date of any such
repayment or redemption of Preferred Securities and Common Securities shall be
established to coincide with the repayment or redemption date of the
Debentures.


      
        
           


        

        
          C-4

          
            

          

        

        
           


        

      


      [“Special
Event Redemption Price” shall be equal to the greater of (i) the liquidation
amount of the Common Securities to be redeemed and (ii) the Make-Whole Amount,
in each case plus an amount equal to accumulated and unpaid Distributions
thereon and any Additional Amounts with respect thereto to, but excluding, the
date of redemption.

       

      “Optional
Redemption Price” shall be equal to the greater of (i) the liquidation amount of
the Common Securities to be redeemed and (ii) the Make-Whole Amount, in each
case plus an amount equal to accumulated and unpaid Distributions thereon and
any Additional Amounts with respect thereto to, but excluding, the date of
redemption.

       

      “Make-Whole
Amount” shall be equal to, as determined by the Quotation Agent, the sum of the
present values, calculated as of the redemption date, of (i) each interest
payment that would have been payable on the Debentures or portions thereof being
redeemed, if such Debentures or portions thereof were not redeemed, on each
scheduled interest payment date occurring after the redemption date (excluding
any accrued interest for the period prior to the redemption date) and (ii) the
principal amount of such Debentures or portions thereof that would have been
payable, if such Debentures or portions thereof were not redeemed, at the
scheduled maturity of such Debentures or portions thereof being redeemed (the
“Remaining Life”), in each case discounted to the redemption date on a
semiannual basis (assuming a 360-day year consisting of 30-day months) at the
Adjusted Treasury Rate plus ___ basis points for the purpose of calculating the
Optional Redemption Price and ___ basis points for the purpose of calculating
the Special Event Redemption Price.

       

      “Adjusted
Treasury Rate” means, with respect to any redemption date, the rate per annum
equal to (i) the yield, under the heading which represents the average for the
immediately prior week, appearing in the most recently published statistical
release designated “H.15 (519)” or any successor publication which is published
weekly by the Federal Reserve Board and which establishes yields on actively
traded United States Treasury securities adjusted to constant maturity under the
caption “Treasury Constant Maturities,” for the maturity date corresponding to
the Remaining Life (if no maturity date is within three months before or after
the Remaining Life, yields for the two published maturity dates most closely
corresponding to the Remaining Life shall be interpolated and the Adjusted
Treasury Rate shall be interpolated or extrapolated from such yields on a
straight-line basis, rounding to the nearest month) or (ii) if such release (or
any successor release) is not published during the week preceding the
calculation date or does not contain such yields, the rate per annum equal to
the semiannual equivalent yield to maturity of the Comparable Treasury Issue,
calculated using a price for the Comparable Treasury Issue (expressed as a
percentage of its principal amount) equal to the Comparable Treasury Price for
such redemption date, in each case calculated on the third Business Day
preceding the redemption date.

       

      “Comparable
Treasury Issue” means the United States Treasury security selected by the
Quotation Agent as having a maturity date comparable to the Remaining Life that
would be utilized, at the time of selection and in accordance with customary
financial practice, in pricing new issues of corporate debt securities of
comparable maturity to the Remaining Life. If no United States Treasury security
has a maturity date which is within a period from three months before to three
months after the Remaining Life, the two most closely corresponding United
States Treasury securities shall be used as the Comparable Treasury Issue, and
the Adjusted Treasury Rate shall be interpolated or extrapolated on a
straight-line basis, rounding to the nearest month using such
securities.


      
        
           


        

        
          C-5

          
            

          

        

        
           


        

      


      “Quotation
Agent” means ________________ and its successors; provided, however, that if the
foregoing shall cease to be a primary U.S. Government securities dealer in New
York City (a “Primary Treasury Dealer”), Centex shall substitute therefor
another Primary Treasury Dealer.

       

      “Reference
Treasury Dealer” means: (i) the Quotation Agent and (ii) any other Primary
Treasury Dealer selected by the Debenture Trustee after consultation with
Centex.

       

      “Comparable
Treasury Price” means, with respect to any redemption date, (i) the average of
five Reference Treasury Dealer Quotations for such redemption date, after
excluding the highest and lowest of such Reference Treasury Dealer Quotations,
or (ii) if the Debenture Trustee obtains fewer than five such Reference Treasury
Dealer Quotations, the average of all such quotations.

       

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

       

      (b)           If
fewer than all the outstanding Preferred Securities and Common Securities are to
be so redeemed, the Common Securities will be redeemed as described in Section
4(e)(ii) below, and the Common Securities will be redeemed Pro Rata with the
Preferred Securities, except that if an Event of Default has occurred and is
continuing, the Preferred Securities will have a priority over the Common
Securities with respect to payment of the Redemption Price.  If a
partial redemption would result in the delisting of the Preferred Securities by
any national securities exchange or other organization on which the Preferred
Securities are then listed or traded, Centex pursuant to the Indenture will
redeem Debentures only in whole and, as a result, the Trust may redeem the
Common Securities only in whole.

       

      (c)           If,
at any time, a Tax Event or an Investment Company Event (each as hereinafter
defined, and each a “Special Event”) shall occur and be continuing, Centex shall
have the right at any time [prior to ________ ___, ____], upon not less than 30
nor more than 60 days’ notice, to redeem the Debentures in whole [or][but not]
in part for cash at the [Special Event] Redemption Price within 90 days
following the occurrence of such Special Event, and promptly following such
redemption, Preferred Securities and Common Securities with an aggregate
liquidation amount equal to the aggregate principal amount of the Debentures so
redeemed will be redeemed by the Trust at the [Special Event] Redemption Price
on a Pro Rata basis.  The Common Securities will be redeemed Pro Rata
with the Preferred Securities, except that if an Event of Default has occurred
and is continuing, the Preferred Securities will have a priority over the Common
Securities with respect to payment of the [Special Event] Redemption
Price.


      
        
           


        

        
          C-6

          
            

          

        

        
           


        

      


      “Tax
Event” means that the Sponsor and the Regular Trustees shall have received an
Opinion of Counsel, who shall not be an employee of the Sponsor and who shall be
experienced in such matters, to the effect that as a result of (a) any amendment
to, or change (including any announced prospective change) in, the laws (or any
rules or regulations thereunder) of the United States or any political
subdivision or taxing authority thereof or therein, (b) any amendment to, or
change in, an interpretation or application of any such laws, rules or
regulations by any legislative body, court, governmental agency or regulatory
authority (including the enactment of any legislation or the publication of any
judicial decision or regulatory determination), (c) any interpretation or
pronouncement by any legislative body, court, governmental agency or regulatory
authority that provides for a position with respect to such laws, rules or
regulations that differs from its previous position or a theretofore commonly
accepted position or (d) any action taken by any governmental agency or
regulatory authority, which amendment or change is enacted, promulgated, issued
or announced or which interpretation or pronouncement is issued or announced or
which action is taken, in each case on or after ________ ___, ____, there is
more than an insubstantial risk that (i) the Trust is, or will be within 90 days
of the date thereof, subject to United States Federal income tax with respect to
income accrued or received on the Debentures, (ii) the Trust is, or will be
within 90 days of the date thereof, subject to more than a de minimis amount of
taxes, duties or other governmental charges or (iii) interest payable by Centex
to the Trust on the Debentures is not, or within 90 days of the date thereof
will not be, deductible by Centex for United States Federal income tax
purposes.

       

      “Investment
Company Event” means that the Sponsor and the Regular Trustees shall have
received an Opinion of Counsel, who shall not be an employee of the Sponsor and
who shall be experienced in practice under the Investment Company Act, that, as
a result of the occurrence of a change in law or regulation or a change in
interpretation or application of law or regulation by any legislative body,
court, governmental agency or regulatory authority (a “Change in Investment
Company Act Law”), there is more than an insubstantial risk that the Trust is or
will be considered an Investment Company that is required to be registered under
the Investment Company Act, which Change in Investment Company Act Law becomes
effective on or after ________ ___, ____.

       

      (d)           The
Trust may not redeem fewer than all the outstanding Common Securities unless all
accumulated and unpaid Distributions and Additional Amounts have been paid on
all Common Securities for all [quarterly] [semi-annual] Distribution periods
terminating on or prior to the date of redemption.

       

      (e)           (i)  Notice
of any redemption of, or notice of distribution of Debentures in exchange for,
the Preferred Securities and the Common Securities (a “Redemption/Distribution
Notice”) will be given by the Regular Trustees on behalf of the Trust by mail to
each Holder of Preferred Securities and Common Securities to be redeemed or
exchanged not less than 30 nor more than 60 days prior to the date fixed for
redemption or exchange thereof.  For purposes of the calculation of
the date of redemption or exchange and the dates on which notices are given
pursuant to this Section 4(e)(i), a Redemption/Distribution Notice shall be
deemed to be given on the day such notice is first mailed by first-class mail,
postage prepaid, to Holders of Preferred Securities and Common
Securities.  Each Redemption/Distribution Notice shall be addressed to
the Holders of Preferred Securities and Common Securities at the address of each
such Holder appearing in the books and records of the Trust.  No
defect in the Redemption/Distribution Notice or in the mailing of either thereof
with respect to any Holder shall affect the validity of the redemption or
exchange proceedings with respect to any other Holder.


      
        
           


        

        
          C-7

          
            

          

        

        
           


        

      


      (ii)           In
the event that fewer than all the outstanding Common Securities are to be
redeemed, the Common Securities to be redeemed will be redeemed Pro Rata from
each Holder of Common Securities (subject to adjustment to eliminate fractional
Common Securities).

       

      (iii)           If
the Trust gives a Redemption/Distribution Notice in respect of a redemption of
Common Securities as provided in this Section 4, then immediately prior to the
close of business on the redemption date, provided that Centex has paid the
Property Trustee, in immediately available funds, a sufficient amount of cash in
connection with the related redemption or maturity of the Debentures,
Distributions will cease to accumulate on the Common Securities called for
redemption, such Common Securities will no longer be deemed to be outstanding
and all rights of Holders of such Common Securities so called for redemption
will cease, except the right of the Holders of such Common Securities to receive
the Redemption Price, but without interest on such Redemption
Price.  Neither the Trustees nor the Trust shall be required to
register or cause to be registered the transfer of any Common Securities which
have been so called for redemption.  If any date fixed for redemption
of Common Securities is not a Business Day, then payment of the Redemption Price
payable on such date will be made on the next succeeding day that is a Business
Day (and without any interest or other payment in respect of any such delay)
except that, if such Business Day falls in the next calendar year, such payment
will be made on the immediately preceding Business Day, in each case with the
same force and effect as if made on such date fixed for
redemption.  If payment of the Redemption Price in respect of Common
Securities is improperly withheld or refused and not paid by the Property
Trustee, Distributions on such Common Securities will continue to accumulate,
from the original redemption date to the date of payment, in which case the
actual payment date will be considered the date fixed for redemption for
purposes of calculating the Redemption Price.

       

      (iv)           Redemption/Distribution
Notices shall be sent by the Regular Trustees on behalf of the Trust to the
Holders of the Common Securities.

       

      [5.           Conversion
Rights.  The Holders of Common Securities shall have the right
at any time prior to the close of business on ___________, ____ or, in the case
of Common Securities called for redemption, prior to the close of business on
the Business Day immediately prior to the redemption date, at their option, to
cause the Conversion Agent to convert Common Securities, on behalf of the
converting Holders, into shares of Common Stock in the manner described herein
on and subject to the following terms and conditions:

       

      (a)           The
Common Securities will be convertible at the office of the Conversion Agent into
fully paid and nonassessable shares of Common Stock pursuant to the Holder’s
direction to the Conversion Agent to exchange such Common Securities for a
portion of the Debentures theretofore held by the Trust on the basis of one
Common Security per $______ principal amount of Debentures, and immediately
convert such amount of Debentures into fully paid and nonassessable shares of
Common Stock at an initial rate of __ shares of Common Stock per $_______
principal amount of Debentures (which is equivalent to a conversion price of
$___ per share of Common Stock, subject to certain adjustments set forth in
Sections ___ and ___ of the Supplemental Indenture (as so adjusted, the
“Conversion Price”)).


      
        
           


        

        
          C-8

          
            

          

        

        
           


        

      


      (b)           In
order to convert Common Securities into shares of Common Stock, the Holder shall
submit to the Conversion Agent at the office referred to above an irrevocable
request to convert Common Securities on behalf of such Holder (the “Conversion
Request”), together, if the Common Securities are in certificated form, with
such Common Security Certificates.  The Conversion Request shall (i)
set forth the number of Common Securities to be converted and the name or names,
if other than the Holder, in which the shares of Common Stock should be issued
and (ii) direct the Conversion Agent (a) to exchange such Common Securities for
a portion of the Debentures held by the Trust (at the rate of exchange specified
in the preceding paragraph) and (b) to immediately convert such Debentures on
behalf of such Holder into Common Stock, subject to certain adjustments set
forth in the Supplemental Indenture (at the conversion rate specified in the
preceding paragraph).  The Conversion Agent shall notify the Trust of
the Holder’s election to exchange Common Securities for a portion of the
Debentures held by the Trust and the Trust shall, upon receipt of such notice,
deliver to the Conversion Agent the appropriate principal amount of Debentures
for exchange in accordance with this Section.  The Conversion Agent
shall thereupon notify the Sponsor of the Holder’s election to convert such
Debentures into shares of Common Stock.  If a Common Security is
surrendered for conversion after the close of business on any regular record
date for payment of a Distribution and before the opening of business on the
corresponding Distribution payment date, then, notwithstanding such conversion,
the Distribution payable on such Distribution payment date will be paid in cash
to the Person in whose name the Common Security is registered at the close of
business on such record date, and (other than a Common Security or a portion of
a Common Security called for redemption on a redemption date occurring after
such record date and on or prior to such Distribution payment date) when so
surrendered for conversion, the Common Security must be accompanied by payment
of an amount equal to the Distribution payable on such Distribution payment
date.  Except as provided above, neither the Trust nor the Sponsor
will make, or be required to make, any payment, allowance or adjustment upon any
conversion on account of any accumulated and unpaid Distributions accumulated on
the Common Securities surrendered for conversion, or on account of any
accumulated and unpaid dividends on the shares of Common Stock issued upon such
conversion, and the delivery of shares of Common Stock upon conversion of the
Common Securities shall be deemed to constitute full payment for all accumulated
and unpaid Distributions on the Common Securities.  Common Securities
shall be deemed to have been converted immediately prior to the close of
business on the day on which a Notice of Conversion relating to such Common
Securities is received by the Trust in accordance with the foregoing provision
(the “Conversion Date”).  The Person or Persons entitled to receive
shares of Common Stock issuable upon conversion of the Debentures shall be
treated for all purposes as the record holder or holders of such Common Stock at
such time.  As promptly as practicable on or after the Conversion
Date, the Sponsor shall issue deliver at the office of the Conversion Agent a
certificate or certificates for the number of full shares of Common Stock
issuable upon such conversion, together with the cash payment, if any, in lieu
of any fraction of any share to the Person or Persons entitled to receive the
same, unless otherwise directed by the Holder in the Notice of Conversion and
the Conversion Agent shall distribute such certificate or certificates, together
with the applicable cash payment, if any, to such Person or
Persons.


      
        
           


        

        
          C-9

          
            

          

        

        
           


        

      


      (c)           Each
Holder of a Common Security by his acceptance thereof appoints The Bank of New
York Mellon Trust Company, National Association, as the “Conversion Agent” for
the purpose of effecting the conversion of Common Securities in accordance with
this Section.  In effecting the conversion and transactions described
in this Section, the Conversion Agent shall be acting as agent of the Holders of
Common Securities directing it to effect such conversion
transactions.  The Conversion Agent is hereby authorized (i) to
exchange Common Securities from time to time for Debentures held by the Trust in
connection with the conversion of such Common Securities in accordance with this
Section and (ii) to convert all or a portion of the Debentures into shares of
Common Stock and thereupon to deliver such shares of Common Stock in accordance
with the provisions of this Section and to deliver to the Trust a new Debenture
or Debentures for any resulting unconverted principal amount.

       

      (d)           No
fractional shares of Common Stock will be issued as a result of conversion, but
in lieu thereof, such fractional interest will be paid by the Sponsor in cash
(based upon the Closing Price (as defined in the Indenture) of shares of Common
Stock on the date such Common Securities are surrendered for conversion to the
Trust) to the Conversion Agent, which in turn will make such payment to the
Holder or Holders of Common Securities so converted, or, if such day is not a
Trading Day (as defined in the Indenture), on the next Trading Day.

       

      (e)           The
Sponsor shall at all times reserve and keep available out of its authorized and
unissued Common Stock, solely for issuance upon the conversion of the
Debentures, free from any preemptive or other similar rights, such number of
shares of Common Stock as shall from time to time be issuable upon the
conversion of all the Debentures then outstanding.  Notwithstanding
the foregoing, the Sponsor shall be entitled to deliver upon conversion of
Debentures, shares of Common Stock reacquired and held in the treasury of the
Sponsor (in lieu of the issuance of authorized and unissued shares of Common
Stock), so long as any such treasury shares are free and clear of all liens,
charges, security interests or encumbrances.  Any shares of Common
Stock issued upon conversion of the Debentures shall be duly authorized, validly
issued and fully paid and nonassessable.  The Trust shall deliver the
shares of Common Stock received upon conversion of the Debentures to the
converting Holder of Common Securities free and clear of all liens, charges,
security interests and encumbrances, except for United States withholding
taxes.  Each of the Sponsor and the Trust shall prepare and shall use
its best efforts to obtain and keep in force such governmental or regulatory
permits or other authorizations as may be required by law, and shall comply with
all applicable requirements as to registration or qualification of Common Stock
(and all requirements to list Common Stock issuable upon conversion of
Debentures that are at the time applicable), in order to enable the Sponsor to
lawfully issue Common Stock to the Trust upon conversion of the Debentures and
the Trust to lawfully deliver Common Stock to each Holder of Common Securities
upon conversion of the Common Securities.

       

      (f)           The
Sponsor will pay any and all taxes that may be payable in respect of the issue
or delivery of shares of Common Stock on conversion of Debentures and the
delivery of the shares of Common Stock by the Trust upon conversion of the
Common Securities. The Sponsor shall not, however, be required to pay any tax
which may be payable in respect of any transfer involved in the issue and
delivery of shares of Common Stock in a name other than that in which the Common
Securities so converted were registered, and no such issue or delivery shall be
made unless and until the Person requesting such issue has paid to the Trust the
amount of any such tax, or has established to the satisfaction of the Trust that
such tax has been paid.]


      
        
           


        

        
          C-10

          
            

          

        

        
           


        

      


      (g)           Nothing
in the preceding paragraph (f) shall limit the requirement of the Trust to
withhold taxes pursuant to the terms of the Common Securities or set forth in
this Exhibit C to the Declaration or to the Declaration itself or otherwise
require the Property Trustee or the Trust to pay any amounts on account of such
withholdings.]

       

      6.     
       Voting Rights.  (a)
Except as provided under paragraph [6](b) below and as otherwise required by law
and the Declaration, the Holders of the Common Securities will have no voting
rights.

       

      (b)           Holders
of Common Securities have the sole right under the Declaration to increase or
decrease the number of Trustees, and to appoint, remove or replace a Trustee,
any such increase, decrease, appointment, removal or replacement to be approved
by Holders of Common Securities representing a Majority of Outstanding Common
Securities.

       

      If any
proposed amendment to the Declaration provides for, or the Regular Trustees
otherwise propose to effect, (i) any action that would adversely affect the
powers, preferences or special rights of the Securities, whether by way of
amendment to the Declaration, other than as described in Section 12.01(b) of the
Declaration, or otherwise, or (ii) the dissolution, winding-up or termination of
the Trust, other than as described in Section 8.01 of the Declaration or Section
3 of this Exhibit C, then the Holders of outstanding Securities will be entitled
to vote on such amendment or proposal as a single class and such amendment or
proposal shall not be effective except with the approval of the Holders of
Securities of at least a Majority of Outstanding Securities, voting together as
a single class; provided, however, that (A) if any amendment or proposal
referred to in clause (i) above would adversely affect only the Preferred
Securities or the Common Securities, then only the affected class of Securities
will be entitled to vote on such amendment or proposal and such amendment or
proposal shall not be effective except with the approval of at least a Majority
of Outstanding Securities of such class, (B) the rights of Holders of Common
Securities under Section 5.01 of the Declaration to increase or decrease the
number of, and to appoint, replace or remove, Trustees shall not be amended
without the consent of each Holder of Common Securities, and (C) amendments to
the Declaration shall be subject to such further requirements as are set forth
in Sections 12.01 and 12.02 of the Declaration.

       

      In the
event the consent of the Property Trustee, as the holder of the Debentures, is
required under the Indenture with respect to any amendment, modification or
termination of the Indenture or the Debentures, the Property Trustee shall
request the written direction of the Holders of the Securities with respect to
such amendment, modification or termination.  The Property Trustee
shall vote with respect to such amendment, modification or termination as
directed by a Majority of Outstanding Securities voting together as a single
class; provided, however, that where such amendment, modification or termination
of the Indenture requires the consent or vote of (1) holders of Debentures
representing a specified percentage greater than a majority in principal amount
of the Debentures or (2) each holder of Debentures, the Property Trustee may
only vote with respect to that amendment, modification or termination as
directed by, in the case of clause (1) above, the vote of Holders of Securities
representing such specified percentage of the aggregate liquidation amount of
the Securities, or, in the case of clause (2) above, each Holder of Securities;
and provided, further, that the Property Trustee shall be under no obligation to
take any action in accordance with the directions of the Holders of Securities
unless the Property Trustee shall have received, at the expense of the Sponsor,
an Opinion of Counsel experienced in such matters to the effect that the Trust
will not be classified for United States Federal income tax purposes as other
than a grantor trust on account of such action.


      
        
           


        

        
          C-11

          
            

          

        

        
           


        

      


      So long
as any Debentures are held by the Property Trustee, the Trustees shall not (i)
direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee of the Indenture (the “Debenture Trustee”), or
exercising any trust or power conferred on such Debenture Trustee with respect
to the Debentures, (ii) waive any past default that is waivable under Section
6.06 of the Indenture or (iii) exercise any right to rescind or annul a
declaration of acceleration of the maturity of the principal of the Debentures,
without, in each case, obtaining the prior approval of the Holders of a Majority
of Outstanding Common Securities and Preferred Securities.  The
Trustees shall not revoke any action previously authorized or approved by a vote
of the Holders of the Common Securities except by subsequent vote of such
Holders.  The Property Trustee shall notify each Holder of Common
Securities of any notice of default with respect to the Debentures.

       

      Notwithstanding
any other provision of these terms, each Holder of Common Securities will be
deemed to have waived any Event of Default with respect to the Common Securities
and its consequences until all Events of Default with respect to the Preferred
Securities have been cured, waived by the Holders of Preferred Securities as
provided in the Declaration or otherwise eliminated, and until all Events of
Default with respect to the Preferred Securities have been so cured, waived by
the Holders of Preferred Securities or otherwise eliminated, the Property
Trustee will be deemed to be acting solely on behalf of the Holders of Preferred
Securities and only the Holders of the Preferred Securities will have the right
to direct the Property Trustee in accordance with the terms of the Declaration
or of the Securities.  In the event that any Event of Default with
respect to the Preferred Securities is waived by the Holders of Preferred
Securities as provided in the Declaration, the Holders of Common Securities
agree that such waiver shall also constitute the waiver of such Event of Default
with respect to the Common Securities for all purposes under the Declaration
without any further act, vote or consent of the Holders of the Common
Securities.

       

      A waiver
of an Indenture Event of Default by the Property Trustee at the direction of the
Holders of the Preferred Securities will constitute a waiver of the
corresponding Event of Default under the Declaration in respect of the
Securities.

       

      Any
required approval or direction of Holders of Common Securities may be given at a
separate meeting of Holders of Common Securities convened for such purpose, at a
meeting of all of the Holders of Securities or pursuant to written
consent.  The Regular Trustees will cause a notice of any meeting at
which Holders of Common Securities are entitled to vote to be mailed to each
Holder of record of Common Securities.  Each such notice will include
a statement setting forth (i) the date of such meeting, (ii) a description of
any resolution proposed for adoption at such meeting on which such Holders are
entitled to vote and (iii) instructions for the delivery of
proxies.  Any action that may be taken at a meeting of the Holders of
Securities may be taken without a meeting and without prior notice if a consent
in writing setting forth the action so taken is signed by Holders of Securities
owning not less than the minimum aggregate liquidation amount of Securities that
would be necessary to authorize or take such action at a meeting at which all
Holders of Securities having a right to vote thereon were present and
voting.


      
        
           


        

        
          C-12

          
            

          

        

        
           


        

      


      No vote
or consent of the Holders of Common Securities will be required for the Trust to
redeem and cancel Common Securities or to distribute the Debentures in
accordance with the Declaration or Section 3 of this Exhibit C.

       

      7. 
          Pro Rata
Treatment.  A reference in these terms of the Common Securities
to any payment, Distribution or treatment as being “Pro Rata” shall mean pro
rata to each Holder of Securities according to the aggregate liquidation amount
of the Securities held by the relevant Holder in relation to the aggregate
liquidation amount of all Securities outstanding unless, in relation to a
payment, an Event of Default has occurred and is continuing, in which case any
funds available to make such payment shall be paid first to each Holder of the
Preferred Securities pro rata according to the aggregate liquidation amount of
Preferred Securities held by the relevant Holder relative to the aggregate
liquidation amount of all Preferred Securities outstanding, and only after
satisfaction of all amounts owed to the Holders of the Preferred Securities, to
each Holder of Common Securities pro rata according to the aggregate liquidation
amount of Common Securities held by the relevant Holder relative to the
aggregate liquidation amount of all Common Securities outstanding.

       

      8.    
       Ranking.  The Common
Securities rank pari passu and payment thereon will be made Pro Rata with the
Preferred Securities, except that when an Event of Default occurs and is
continuing, the rights of Holders of Common Securities to payment in respect of
Distributions and payments upon liquidation, redemption or otherwise are
subordinate to the rights of Holders of the Preferred Securities.

       

      9.       
    Transfer, Exchange, Method of
Payments.  Payment of Distributions and any Additional Amounts
and payments on redemption of the Common Securities will be payable, the
transfer of the Common Securities will be registrable, and Common Securities
will be exchangeable for Common Securities of other denominations of a like
aggregate liquidation amount, at the corporate trust office of the Property
Trustee (or its Affiliate) in The City of New York; provided that payment of
Distributions and any Additional Amounts may be made at the option of the
Regular Trustees on behalf of the Trust by check mailed to the address of the
Persons entitled thereto and that the payment on redemption of any Common
Security will be made only upon surrender of such Common Security to the
Property Trustee.  Notwithstanding the foregoing, transfers of Common
Securities are subject to conditions set forth in Section 9.01(c) of the
Declaration.

       

      10.           Acceptance of
Indenture.  Each Holder of Common Securities, by the acceptance
thereof, agrees to the provisions of the Indenture and the Debentures, including
the subordination provisions of the Indenture.

       


      
        
           


        

        
          C-13

          
            

          

        

        
           


        

      


      11.           No Preemptive
Rights.  The Holders of Common Securities shall have no
preemptive or similar rights to subscribe to any additional Common Securities or
Preferred Securities.

       

      12.           Miscellaneous.  These
terms shall constitute a part of the Declaration.  The Trust will
provide a copy of the Declaration and the Indenture to a Holder of Common
Securities without charge on written request to the Trust at its principal place
of business.


      
        
           


        

        
          C-14

          
            

          

        

        
           


        

      


      Annex
I

       

      FORM OF
COMMON SECURITY CERTIFICATE

      TRANSFER
OF THIS CERTIFICATE

      IS
SUBJECT TO THE CONDITIONS

      SET FORTH
IN THE DECLARATION

      REFERRED
TO BELOW

      


      
        
          
            
              
                	
                        Certificate
      Number

                      	 	
                        Number
      of Common Securities:    

                      	 
      
	
                         

                      	 	 
      	 
      
	 
      	 	
                        Aggregate
      Liquidation Amount: $     

                      	 
      


              

            

          

        

      

      


      Certificate
Evidencing Common Securities

       

      of

       

      Centex
Trust [I] [II]

       

      ____%
[[Convertible] Trust Common Securities]

       

      (liquidation
amount $______ per Common Security)

       

      Centex
Trust [I] [II], a statutory trust created under the laws of the State of
Delaware (the “Trust”), hereby certifies that ______________ (the “Holder”) is
the registered owner of ____________________________ (_________) common
securities of the Trust representing common undivided beneficial interests in
the assets of the Trust and designated the “____% [[Convertible] Trust Common
Securities]” (liquidation amount $______ per Common Security) (the “Common
Securities”).  The Common Securities are transferable on the books and
records of the Trust, in person or by a duly authorized attorney, upon surrender
of this Certificate duly endorsed and in proper form for transfer and
satisfaction of the other conditions set forth in the Declaration (as defined
below) including, without limitation, Section 9.01(c) thereof.  The
designations, rights, privileges, restrictions, preferences and other terms and
provisions of the Common Securities are set forth in, and this Certificate and
the Common Securities represented hereby are issued and shall in all respects be
subject to the terms and provisions of, the Amended and Restated Declaration of
Trust of the Trust dated as of __________, ____, as the same may be amended from
time to time (the “Declaration”) including the designation of the terms of
Common Securities as set forth in Exhibit C thereto.  The Common
Securities and the Preferred Securities issued by the Trust pursuant to the
Declaration represent undivided beneficial interests in the assets of the Trust,
including the Debentures (as defined in the Declaration) issued by Centex
Corporation, a Nevada corporation, to the Trust pursuant to the Indenture
referred to in the Declaration.  The Trust will furnish a copy of the
Declaration and the Indenture to the Holder without charge upon written request
to the Trust at its principal place of business or registered
office.

       

      The
Holder of this Certificate, by accepting this Certificate, is deemed to have
agreed to the terms of the Indenture and the Debentures, including that the
Debentures are subordinate and junior in right of payment to all Senior Debt (as
defined in the Indenture) as and to the extent provided in the
Indenture.


      
        
           


        

        
          C-15

          
            

          

        

        
           


        

      


      Upon
receipt of this Certificate, the Holder is bound by the Declaration and is
entitled to the benefits thereunder.

       

      IN
WITNESS WHEREOF, the Trustees of the Trust have executed this Certificate this
___ day of _____________, ____.

       

      


       

      
        
          
            	 
      	
                    CENTEX
      TRUST [I] [II]

                  
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                    By

                  	
                     

                  	
                    ,
      as Regular Trustee

                  
	 
      	 
      	
                    Name:

                  	 
      
	 
      	 
      	
                    Title:
      Regular Trustee

                  	 
      


          

        

      


      
        
           


        

        
          C-16

          
            

          

        

        
           


        

      


      [FORM OF
REVERSE OF SECURITY]

       

      Distributions
payable on each Common Security will be fixed at a rate per annum of ____% (the
“Coupon Rate”) of the stated liquidation amount of $______ per Common Security,
such rate being the rate of interest payable on the Debentures to be held by the
Property Trustee.   Distributions that are not paid when such
distributions are payable (or would be payable but for the deferral of such
payment pursuant to Section 2.1(b) below or a default by PGS in the payment of
interest on the Debentures) will accumulate additional distributions thereon at
the Coupon Rate per annum (to the extent permitted by applicable law),
compounded [quarterly] [semi-annually].  The term “Distributions” as
used herein means such periodic cash distributions and any such additional
distributions payable unless otherwise stated.  A Distribution will be
made by the Property Trustee only to the extent that interest payments are made
in respect of the Debentures held by the Property Trustee and to the extent the
Trust has funds on hand legally available therefor.  The amount of
Distributions payable for any period will be computed for any full [quarterly]
[semi-annual] Distribution period on the basis of a 360-day year of twelve
30-day months, and for any period shorter than a full [quarterly] [semi-annual]
Distribution period for which Distributions are
computed.  Distributions will be computed on the basis of the actual
number of days elapsed per [90-day quarter] [180-day semi-annual
period].

       

      Distributions
on the Common Securities will accumulate from ________ ___, _____ and will be
payable [quarterly] [semi-annually] in arrears, on [________ ___, ________ ___,]
________ ___ and ________ ___ of each year, commencing on ________ ___, ____,
except as otherwise described below, but only if and to the extent that interest
payments are made in respect of the Debentures held by the Property
Trustee.  So long as no Indenture Event of Default has occurred and is
continuing with respect to the Debentures, Centex has the right under the
Indenture for the Debentures to defer payments of interest on the Debentures by
extending the interest payment period of the Debentures at any time and from
time to time for a period not exceeding [20] [10] consecutive [quarterly]
[semi-annual] interest periods (each, an “Extension Period”), during which
Extension Period no interest shall be due and payable on the
Debentures.  As a consequence of such deferral, Distributions shall
also be deferred.  Despite such deferral, Distributions will continue
to accumulate on the Common Securities with additional distributions thereon (to
the extent permitted by applicable law but not at a rate greater than the rate
at which interest is then accruing on the Debentures) at the Coupon Rate
compounded [quarterly] [semi-annually] during any such Extension
Period.  No Extension Period shall extend beyond the stated maturity
of the Debentures.  Prior to the termination of any such Extension
Period, Centex may further extend such Extension Period; provided that such
Extension Period together with all such previous and further extensions thereof
may not exceed [20] [10] consecutive [quarterly] [semi-annual] interest periods
or extend beyond the stated maturity of the Debentures.  Upon the
termination of any Extension Period and the payment of all amounts then due,
Centex may commence a new Extension Period, subject to the above
requirements.  On the Distribution payment date at the end of an
Extension Period, payments of accumulated Distributions (including any
Additional Amounts) will be payable to Holders of Common Securities as they
appear on the books and records of the Trust (regardless of who the Holders may
have been on other dates during the Extension Period) on the record date for
such Distribution payment date.


      
        
           


        

        
          C-17

          
            

          

        

        
           


        

      


      The
Common Securities shall be redeemable as provided in the
Declaration.

       

      [The
Common Securities shall be convertible into shares of Common Stock (as defined
in the Declaration), through (i) the exchange of Common Securities for a portion
of the Debentures and (ii) the immediate conversion of such Debentures into
Common Stock, in the manner and according to the terms set forth in the
Declaration.]


      
        
           


        

        
          C-18

          
            

          

        

        
           


        

      


      [CONVERSION
REQUEST

       

      
        	
                To:

              	
                The
      Bank of New York Mellon Trust Company, National
    Association,

              


      

      as
Conversion Agent for Centex Trust [I] [II]

       

      The
undersigned owner of these Common Securities hereby irrevocably exercises the
option to convert these Common Securities, or the portion below designated, into
Common Stock (as that term is defined in the Amended and Restated Declaration of
Trust dated as of ____________, ____ (as amended from time to time, the
“Declaration”), by __________, __________ and _____________, as Regular
Trustees, BNY Mellon Trust of Delaware, as the Delaware Trustee, The Bank of New
York Mellon Trust Company, National Association, as the Property Trustee, Centex
Corporation,  as Sponsor, and by the Holders, from time to time, of
undivided beneficial interests in the assets of the Trust to be issued pursuant
to the Declaration) in accordance with and subject to the terms and conditions
of the Declaration. Pursuant to the aforementioned exercise of the option to
convert these Common Securities, the undersigned hereby directs the Conversion
Agent (as that term is defined in the Declaration) to (i) exchange such Common
Securities for a portion of the Debentures (as that term is defined in the
Declaration) held by Centex Trust [I] [II] (at the rate of exchange specified in
the terms of the Common Securities set forth as Exhibit C to the Declaration)
and (ii) immediately convert such Debentures on behalf of the undersigned, into
Common Stock (at the conversion rate specified in the terms of the Common
Securities set forth as Exhibit C to the Declaration), subject to certain
adjustments set forth in the Supplemental Indenture (as that term is defined in
the Declaration).

       

      The
undersigned does also hereby direct the Conversion Agent that the shares of
Common Stock issuable and deliverable upon conversion, together with any check
in payment for fractional shares, be issued in the name of and delivered to the
undersigned, unless a different name has been indicated in the assignment
below.  If shares of Common Stock are to be issued in the name of a
Person other than the undersigned, the undersigned will pay all transfer taxes
payable with respect thereto.


      
        
           


        

        
          C-19

          
            

          

        

        
           


        

      


      Date:  _____________,
_____

       

      in whole
___                                in
part ___

       

      Number of
Common Securities to be
converted:  _______________________

       

      If a name
or names other than the undersigned, please indicate in the spaces below the
name or names in which the shares of Common Stock are to be issued, along with
the address or addresses of such Person or Persons:

       

      __________________________________

       

      __________________________________

       

      __________________________________

       

      __________________________________

       

      __________________________________

       

      __________________________________

       

      Signature
(for conversion only)

       

      Please
Print or Type Name and Address, Including Zip Code, and Social Security or Other
Identifying Number

       

      __________________________________

       

      __________________________________

       

      __________________________________

       

      Signature
Guarantee:**  _____________

       

      

        
          

        

      

       

        (Signature
must be guaranteed by an “eligible guarantor institution” that is, a bank,
stockbroker, savings and loan association or credit union meeting the
requirements of the Conversion Agent, which requirements include membership or
participation in the Securities Transfer Agents Medallion Program (“STAMP”) or
such other “signature guarantee program” as may be determined by the Conversion
Agent in addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.)]

         

      


      
        
           


        

        
          C-20

          
            

          

        

        
           


        

      


      ASSIGNMENT

       

      FOR VALUE
RECEIVED, the undersigned assigns and transfers this Common Security Certificate
to:

       

      ____________________________________________________________

      


      ____________________________________________________________

      


      ____________________________________________________________

      {Insert
assignee’s social security or tax identification number}

      ____________________________________________________________

      


      ____________________________________________________________

      {Insert
address and zip code of assignee}

      and
irrevocably appoints

      ____________________________________________________________

      


      ____________________________________________________________

      


      ____________________________________________________________
agent to transfer this Common Security Certificate on the books of the
Trust.  The agent may substitute another to act for him or
her.

      


      Date:
______________________________

      


      Signature:
___________________________

      


      NOTICE:  THE
SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS WRITTEN UPON
THE FACE OF THIS PREFERRED SECURITY CERTIFICATE IN EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER.

      


       

       C-21