ex4_16.htm


    
      

    

    Exhibit 4.16

     

    
      FORM
OF

       

       

      CENTEX
CORPORATION

       

       

      GUARANTEE
AGREEMENT

       

       

      CENTEX
TRUST [I] [II]

       

         

        
          

        

      

       

      Dated as
of ____________, __ 

       

      
        
          

        




      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Table
of Contents

      
        
          

        

      

      
        
           

          
            
              
                	 
      	 
      	
                        Page

                      
	 	 
	
                        ARTICLE
      I DEFINITIONS

                      	
                        1

                      
	
                        SECTION
      1.01

                      	
                        Definitions

                      	
                        1

                      
	 
      	 
      	 
      
	
                        ARTICLE
      II TRUST INDENTURE ACT

                      	
                        5

                      
	
                        SECTION
      2.01

                      	
                        Trust
      Indenture Act; Application

                      	
                        5

                      
	
                        SECTION
      2.02

                      	
                        Lists
      of Holders of Preferred Securities.

                      	
                        5

                      
	
                        SECTION
      2.03

                      	
                        Reports
      by the Guarantee Trustee.

                      	
                        5

                      
	
                        SECTION
      2.04

                      	
                        Periodic
      Reports to the Guarantee Trustee.

                      	
                        6

                      
	
                        SECTION
      2.05

                      	
                        Evidence
      of Compliance with Conditions Precedent.

                      	
                        6

                      
	
                        SECTION
      2.06

                      	
                        Events
      of Default; Waiver.

                      	
                        6

                      
	
                        SECTION
      2.07

                      	
                        Disclosure
      of Information

                      	
                        6

                      
	
                        SECTION
      2.08

                      	
                        Conflicting
      Interest

                      	
                        7

                      
	 
      	 
      	
                         
      

                      
	
                        ARTICLE
      III POWERS, DUTIES AND RIGHTS OF THE GUARANTEE TRUSTEE

                      	
                        7

                      
	
                        SECTION
      3.01

                      	
                        Powers
      and Duties of the Guarantee Trustee

                      	
                        7

                      
	
                        SECTION
      3.02

                      	
                        Certain
      Rights and Duties of the Guarantee Trustee

                      	
                        8

                      
	
                        SECTION
      3.03

                      	
                        Not
      Responsible for Recitals or Issuance of Guarantee

                      	
                        10

                      
	
                        SECTION
      3.04

                      	
                        The
      Guarantee Trustee May Own Preferred Securities

                      	
                        10

                      
	
                        SECTION
      3.05

                      	
                        Moneys
      Received by the Guarantee Trustee to Be Held in Trust Without
      Interest

                      	
                        10

                      
	
                        SECTION
      3.06

                      	
                        Compensation
      and Expenses of Guarantee Trustee

                      	
                        10

                      
	 
      	 
      	
                         
      

                      
	
                        ARTICLE
      IV GUARANTEE TRUSTEE

                      	
                        11

                      
	
                        SECTION
      4.01

                      	
                        Qualifications

                      	
                        11

                      
	
                        SECTION
      4.02

                      	
                        Appointment,
      Removal and Resignation of the Guarantee Trustee

                      	
                        11

                      
	 
      	 
      	
                         
      

                      
	
                        ARTICLE
      V GUARANTEE

                      	
                        12

                      
	
                        SECTION
      5.01

                      	
                        Guarantee

                      	
                        12

                      
	
                        SECTION
      5.02

                      	
                        Waiver
      of Notice

                      	
                        12

                      


              

            

          

        

      

      


      
        
          
          

        

        
          i

          
            

          

        

        
          
          

        

      

       

      
        
          
            	
                    SECTION
      5.03

                  	
                    Obligations
      Not Affected

                  	
                    12

                  
	
                    SECTION
      5.04

                  	
                    Enforcement
      of Guarantee

                  	
                    13

                  
	
                    SECTION
      5.05

                  	
                    Guarantee
      of Payment

                  	
                    14

                  
	
                    SECTION
      5.06

                  	
                    Subrogation

                  	
                    14

                  
	
                    SECTION
      5.07

                  	
                    Independent
      Obligations

                  	
                    14

                  
	 
      	 
      	
                     
      

                  
	
                    ARTICLE
      VI LIMITATION OF TRANSACTIONS; SUBORDINATION

                  	
                    14

                  
	
                    SECTION
      6.01

                  	
                    Limitation
      of Transactions

                  	
                    14

                  
	
                    SECTION
      6.02

                  	
                    Subordination

                  	
                    15

                  
	 
      	 
      	
                     
      

                  
	
                    ARTICLE
      VII TERMINATION

                  	
                    16

                  
	
                    SECTION
      7.01

                  	
                    Termination

                  	
                    16

                  
	 
      	 
      	
                     
      

                  
	
                    ARTICLE
      VIII LIMITATION OF LIABILITY; INDEMNIFICATION

                  	
                    16

                  
	
                    SECTION
      8.01

                  	
                    Exculpation

                  	
                    16

                  
	
                    SECTION
      8.02

                  	
                    Indemnification

                  	
                    16

                  
	
                    SECTION
      8.03

                  	
                    Survive
      Termination

                  	
                    17

                  
	 
      	 
      	
                     
      

                  
	
                    ARTICLE
      IX MISCELLANEOUS

                  	
                    17

                  
	
                    SECTION
      9.01

                  	
                    Successors
      and Assigns

                  	
                    17

                  
	
                    SECTION
      9.02

                  	
                    Amendments

                  	
                    17

                  
	
                    SECTION
      9.03

                  	
                    Notices

                  	
                    17

                  
	
                    SECTION
      9.04

                  	
                    Genders

                  	
                    18

                  
	
                    SECTION
      9.05

                  	
                    Benefit

                  	
                    18

                  
	
                    SECTION
      9.06

                  	
                    Governing
      Law

                  	
                    18

                  
	
                    SECTION
      9.07

                  	
                    Counterparts

                  	
                    18

                  
	
                    SECTION
      9.08

                  	
                    [Exercise
      of Overallotment Option

                  	
                    18

                  
	
                    SECTION
      9.09

                  	
                    Limited
      Liability

                  	
                    18

                  
	
                    SECTION
      9.10

                  	
                    Payment
      Currency

                  	
                    19

                  
	
                    SECTION
      9.11

                  	
                    Agent
      for Service of Process

                  	
                    19

                  


          

        

      


      
        
           


        

        
          ii

          
            

          

        

        
           


        

      


      GUARANTEE
AGREEMENT

       

      This
GUARANTEE AGREEMENT, dated as of __________, ____, is executed and delivered by
Centex Corporation, a Nevada corporation (the “Guarantor”), and The Bank of New
York Mellon Trust Company, National Association, a national banking association,
as the initial Guarantee Trustee (as defined herein) for the benefit of the
Holders (as defined herein) from time to time of the Preferred Securities (as
defined herein) of Centex Trust [I] [II], a Delaware statutory business trust
(the “Issuer”).

       

      WHEREAS,
pursuant to an Amended and Restated Declaration of Trust (the “Declaration”),
dated as of ______________, ____ among the trustees of the Issuer named therein,
Centex Corporation, as Sponsor, and the Holders from time to time of preferred
undivided beneficial interests in the assets of the Issuer, the Issuer may issue
up to $_____________ aggregate liquidation amount of its _____% [[Convertible]
Trust Preferred Securities] (the “Preferred Securities”) representing preferred
undivided beneficial interests in the assets of the Issuer and having the terms
set forth in Exhibit B to the Declaration [, of which $_____________ liquidation
amount of Preferred Securities is being issued as of the date
hereof.  Up to the remaining $______________ liquidation amount of
Preferred Securities may be issued by the Issuer if and to the extent that the
over-allotment option granted by the Guarantor and the Issuer pursuant to the
Underwriting Agreement (as defined in the Declaration) is exercised by the
Underwriters named in the Underwriting Agreement]; and

       

      WHEREAS,
as incentive for the Holders to purchase Preferred Securities, the Guarantor
desires to irrevocably and unconditionally agree, to the extent set forth
herein, to pay to the Holders the Guarantee Payments (as defined herein) and to
make certain other payments on the terms and conditions set forth
herein;

       

      NOW,
THEREFORE, in consideration of the purchase by the initial purchasers thereof of
Preferred Securities, which purchase the Guarantor hereby agrees shall benefit
the Guarantor, the Guarantor executes and delivers this Guarantee Agreement for
the benefit of the Holders from time to time.

       

      ARTICLE
I

      DEFINITIONS

       

      SECTION
1.01          Definitions.

       

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

       

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

       

      (c)          All
references to “the Guarantee Agreement” or “this Guarantee Agreement” are to
this Guarantee Agreement as modified, supplemented or amended from time to
time.


      
        
           


        

        
          1

          
            

          

        

        
           


        

      


      (d)          All
references in this Guarantee Agreement to Articles and Sections are to Articles
and Sections of this Guarantee Agreement unless otherwise
specified.

       

      (e)          A
term defined in the Trust Indenture Act has the same meaning when used in this
Guarantee Agreement unless otherwise defined in this Guarantee Agreement 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.

       

      “Business
Day” has the meaning set forth in the Indenture.

       

      “Commission”
means the Securities and Exchange Commission.

       

      “Common
Securities” means the securities representing common undivided beneficial
interests in the assets of the Issuer and having the terms set forth in Exhibit
C to the Declaration.

       

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

       

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

       

      “Distributions”
means the periodic distributions and other payments payable to Holders in
accordance with the terms of the Preferred Securities set forth in Exhibit B to
the Declaration.

       

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

       

      “Event of
Default” means a default by the Guarantor on any of its payment or other
obligations under this Guarantee Agreement; provided, however, that,
except with respect to a default in payment of any Guarantee Payment, any such
default shall constitute an Event of Default only if the Guarantor shall have
received notice of such default and shall not have cured such default within 60
days after receipt of such notice.

       

      “Guarantee
Payments” means the following payments or distributions, without duplication,
with respect to the Preferred Securities, to the extent not paid or made by or
on behalf of the Issuer:  (i) any accumulated and unpaid
Distributions, any Additional Amounts payable with respect to the Preferred
Securities in accordance with the terms thereof and the Redemption Price,
including all accumulated and unpaid Distributions and Additional Amounts to the
date of redemption, with respect to the Preferred Securities called for
redemption by the Issuer but only if and to the extent that in each case the
Guarantor has made a payment to the Property Trustee of principal of, any
premium or interest on or any Additional Amounts with respect to the Debentures
and (ii) upon a voluntary or involuntary dissolution, winding-up or termination
of the Issuer (other than in connection with the distribution of Debentures to
Holders in exchange for Preferred Securities or the redemption of the Preferred
Securities in full upon the maturity or redemption of the Debentures as provided
in the Declaration), the lesser of (a) the aggregate of the liquidation amount
and all accumulated and unpaid Distributions and Additional Amounts on the
Preferred Securities to the date of payment, to the extent the Issuer has funds
on hand legally available therefor, and (b) the amount of assets of the Issuer
remaining available for distribution to Holders in liquidation of the Issuer as
required by applicable law.


      
        
           


        

        
          2

          
            

          

        

        
           


        

      


      “Guarantee
Trustee” means The Bank of New York Mellon Trust Company, National Association,
a national banking association, until a Successor Guarantee Trustee has been
appointed and has accepted such appointment pursuant to the terms of this
Guarantee Agreement, and thereafter means each such Successor Guarantee
Trustee.

       

      “Holder”
means any holder, as registered on the books and records of the Issuer, of any
Preferred Securities; provided, however, that in
determining whether the holders of the requisite percentage of Preferred
Securities have given any request, notice, consent or waiver hereunder, “Holder”
shall not include the Guarantor or any Affiliate of the Guarantor.

       

      “Indemnified
Person” means the Guarantee Trustee, any Affiliate of the Guarantee Trustee, and
any officers, directors, shareholders, members, partners, employees,
representatives or agents of the Guarantee Trustee.

       

      “Indenture”
means the Indenture dated as of November 14, 2000 between the Guarantor and The
Bank of New York Mellon Trust Company, National Association (successor to The
Chase Manhattan Bank), as trustee, as supplemented by the ________ Supplemental
Indenture thereto dated as of _______ __, ____ (the “Supplemental Indenture”),
pursuant to which the Debentures are to be issued to the Property
Trustee.

       

      “Majority
of Outstanding Preferred Securities” means Holder(s) of outstanding Preferred
Securities, voting together as a single class, who are the record owners of
Preferred Securities representing more than 50% of the outstanding Preferred
Securities.

       

      “Officers’
Certificate” means, with respect to any Person, 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 such Person, and
delivered to the Guarantee Trustee.  One of the officers signing an
Officers’ Certificate given pursuant to Section 2.04 shall be the Chairman of
the Board, President, any Vice Chairman of the Board or any Vice President of
the Guarantor.  Any Officers’ Certificate delivered with respect to
compliance with a condition or covenant provided for in this Guarantee Agreement
shall include:


      
        
           


        

        
          3

          
            

          

        

        
           


        

      


      (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.

       

      “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 set forth in the recitals above.

       

      “Property
Trustee” means the Person acting as Property Trustee under the
Declaration.

       

      “Redemption
Price” means the amount payable on redemption of the Preferred Securities in
accordance with the terms of the Preferred Securities.

       

      “Responsible
Officer” means, when used with respect to the Guarantee Trustee, any officer
within the corporate trust department of the Guarantee Trustee, including any
vice president, assistant vice president, assistant secretary, assistant
treasurer, trust officer or any other officer of the Guarantee 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 Guarantee Agreement.

       

      “Successor
Guarantee Trustee” means a successor Guarantee Trustee possessing the
qualifications to act as a Guarantee Trustee under Section 4.01.

       

      “Supplemental
Indenture” has the meaning specified in the definition of
Indenture.

       

      “Trust
Indenture Act” means the Trust Indenture Act of 1939, as
amended.


      
        
           


        

        
          4

          
            

          

        

        
           


        

      


      ARTICLE
II

      TRUST
INDENTURE ACT

       

      SECTION
2.01          Trust Indenture Act;
Application.

       

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

       

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

       

      (c)    
      The application of the Trust Indenture Act
to this Guarantee Agreement shall not affect the nature of the Preferred
Securities as equity securities representing preferred undivided beneficial
interests in the assets of the Issuer.

       

      SECTION
2.02          Lists of Holders of Preferred
Securities.

       

      (a)   
       The Guarantor shall provide the
Guarantee Trustee (unless the Guarantee Trustee is the registrar of the
Preferred Securities) (i) within 14 days after each record date for payment of
Distributions, a list, in such form as the Guarantee Trustee may reasonably
require, of the names and addresses of the Holders (“List of Holders”) as of
such date, and (ii) at any other time, within 30 days of receipt by the
Guarantor 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 Guarantee Trustee; provided that in each case
the Guarantor shall not 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 Guarantee Trustee by the Guarantor.  The Guarantee
Trustee shall preserve, in as current a form as is reasonably practicable, all
information contained in the Lists of Holders given to it; provided that the Guarantee
Trustee may destroy any List of Holders previously given to it on receipt of a
new List of Holders.

       

      (b)  
        The Guarantee Trustee shall
comply with its obligations under Section 312(b) of the Trust Indenture
Act.

       

      SECTION
2.03          Reports by the Guarantee
Trustee.

       

      Within
60 days after May 15 of each year, commencing May 15, ____, the Guarantee
Trustee shall deliver to the Holders such reports as are required by Section 313
of the Trust Indenture Act, if any, in the form, in the manner and at the times
provided by Section 313 of the Trust Indenture Act.  The Guarantee
Trustee shall also comply with the other requirements of Section 313 of the
Trust Indenture Act.  A copy of each such report shall, at the time of
such transmission to the Holders, be filed by the Guarantee Trustee with the
Guarantor, 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 Guarantor agrees to notify the Guarantee Trustee when
any Preferred Securities become listed on any stock exchange or quotation system
and of any delisting thereof.


      
        
           


        

        
          5

          
            

          

        

        
           


        

      


      SECTION
2.04          Periodic Reports to the Guarantee
Trustee.

       

      The
Guarantor shall provide to the Guarantee Trustee, the Commission and the
Holders, as applicable, such documents, reports and information (if any) as
required by Section 314(a)(1)-(3) of the Trust Indenture Act and the compliance
certificates required by Section 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 Section 314(a)(4) and (c) of the Trust Indenture Act (provided that
any certificate to be provided pursuant to Section 314(a)(4) of the Trust
Indenture Act shall be provided within 120 days of the end of each fiscal year
of the Issuer).  Delivery of such reports, information and documents
to the Guarantee Trustee is for informational purposes only and the Guarantee
Trustee’s receipt of such shall not constitute constructive notice of any
information contained therein, including the Guarantor’s compliance with any of
its covenants hereunder (as to which the Guarantee Trustee is entitled to rely
exclusively on Officers’ Certificates or on certificates provided pursuant to
this Section 2.04).

       

      SECTION
2.05          Evidence of Compliance with
Conditions Precedent.

       

      The
Guarantor shall provide to the Guarantee Trustee such evidence of compliance
with any conditions precedent, if any, provided for in this Guarantee Agreement
which relate to any of the matters set forth in Section 314(c) of the Trust
Indenture Act.  Any certificate or opinion required to be given by an
officer pursuant to Section 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, waive any past
Event of Default and its consequences.   Upon such waiver, any
such Event of Default shall cease to exist, and any Event of Default arising
therefrom shall be deemed to have been cured, for every purpose of this
Guarantee Agreement, but no such waiver shall extend to any subsequent or other
default or Event of Default, or impair any right consequent
thereon.

       

      (b)   
       The right of any Holder to receive
payment of the Guarantee Payments in accordance with this Guarantee Agreement,
or to institute suit for the enforcement of any such payment, shall not be
impaired without the consent of each such Holder.

       

      SECTION
2.07          Disclosure of
Information.

       

      The
disclosure of information as to the names and addresses of the Holders in
accordance with Section 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 Section 312 of the Trust Indenture Act, nor shall the Guarantee Trustee
be held accountable by reason of mailing any material pursuant to a request made
under Section 312(b) of the Trust Indenture Act.


      
        
           


        

        
          6

          
            

          

        

        
           


        

      


      SECTION
2.08          Conflicting Interest.

       

      (a)      
    The Declaration shall be deemed to be specifically
described in this Guarantee Agreement for the purposes of clause (i) of the
first proviso contained in Section 310(b) of the Trust Indenture
Act.

       

      (b)   
       The Guarantee Trustee shall comply
with its obligations under Sections 310(b) and 311 of the Trust Indenture
Act.

       

      


      ARTICLE
III

      POWERS,
DUTIES AND RIGHTS OF THE GUARANTEE TRUSTEE

       

      SECTION
3.01          Powers and Duties of the Guarantee
Trustee.

       

      (a)       
   This Guarantee Agreement shall be held by the Guarantee
Trustee in trust for the benefit of the Holders.  The Guarantee
Trustee shall not transfer its right, title and interest in this Guarantee
Agreement to any Person except a Successor Guarantee Trustee on acceptance by
such Successor Guarantee Trustee of its appointment to act as Guarantee Trustee
or to a Holder exercising his or her rights pursuant to Section
5.04(iv).  The right, title and interest of the Guarantee Trustee to
this Guarantee Agreement shall vest automatically in each Person who may
hereafter be appointed as Guarantee Trustee in accordance with Article
IV.  Such vesting and cessation of title shall be effective whether or
not conveyancing documents have been executed and delivered.

       

      (b)  
        If an Event of Default has
occurred and is continuing, the Guarantee Trustee shall enforce this Guarantee
Agreement for the benefit of the Holders.

       

      (c)    
      This Guarantee Agreement and all moneys
received by the Guarantee Trustee in respect of the Guarantee Payments 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 Guarantee Trustee or its agents or their
creditors.

       

      (d)    
      The Guarantee Trustee shall, within 90 days
after the occurrence of an Event of Default actually known to a Responsible
Officer of the Guarantee Trustee, transmit by mail, first class postage prepaid,
to the Holders, as their names and addresses appear upon the List of Holders,
notice of all such Events of Default, unless such defaults shall have been cured
before the giving of such notice; provided that the Guarantee
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 Guarantee Trustee in good faith determine
that the withholding of such notice is in the interests of the
Holders.  The Guarantee Trustee shall not be deemed to have knowledge
of any Event of Default except any Event of Default as to which the Guarantee
Trustee shall have received written notice or a Responsible Officer charged with
the administration of this Guarantee Agreement shall have obtained written
notice of such Event of Default.


      
        
           


        

        
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      (e)   
       The Guarantee Trustee shall continue
to serve as a trustee until a Successor Guarantee Trustee has been appointed and
accepted that appointment in accordance with Article IV.

       

      SECTION
3.02          Certain Rights and Duties of the
Guarantee Trustee.

       

      (a)    
      The Guarantee 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 Guarantee Agreement, and no implied covenants
shall be read into this Guarantee Agreement against the Guarantee
Trustee.  In case an Event of Default has occurred (that has not been
cured or waived pursuant to Section 2.06), the Guarantee Trustee shall exercise
such of the rights and powers vested in it by this Guarantee Agreement, 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 Guarantee Agreement shall be
construed to relieve the Guarantee 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 Guarantee Trustee shall be determined solely by
the express provisions of this Guarantee Agreement, and the Guarantee Trustee
shall not be liable except for the performance of such duties and obligations as
are specifically set forth in this Guarantee Agreement, and no implied covenants
or obligations shall be read into this Guarantee Agreement against the Guarantee
Trustee; and

       

      (B)    
      in the absence of bad faith on the part of
the Guarantee Trustee, the Guarantee 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 Guarantee Trustee and
conforming to the requirements of this Guarantee Agreement; 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
Guarantee Trustee, the Guarantee Trustee shall be under a duty to examine the
same to determine whether or not they conform to the requirements of this
Guarantee Agreement or the Trust Indenture Act, as the case may be;

       

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


      
        
           


        

        
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      (iii)          the
Guarantee 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 a Majority of Outstanding Preferred Securities relating to the time,
method and place of conducting any proceeding for any remedy available to the
Guarantee Trustee, or exercising any trust or power conferred upon the Guarantee
Trustee under this Guarantee Agreement; and

       

      (iv)          no
provision of this Guarantee Agreement shall require the Guarantee 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
Guarantee Agreement or adequate indemnity against such risk or liability is not
furnished to it.

       

      (c)          Subject
to the provisions of Section 3.02(a) and (b):

       

      (i)   
       whenever in the administration of this
Guarantee Agreement, the Guarantee Trustee shall deem it desirable that a matter
be proved or established prior to taking, suffering or omitting any action
hereunder, the Guarantee Trustee (unless other evidence is herein specifically
prescribed) may, in the absence of bad faith on its part, request and rely upon
an Officers’ Certificate, which, upon receipt of such request, shall be promptly
delivered by the Guarantor;

       

      (ii)   
       the Guarantee Trustee (A) may consult
with counsel (which may be counsel to the Guarantor or any of its Affiliates and
may include any of its employees) 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 authorization and 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 Guarantee
Agreement from any court of competent jurisdiction;

       

      (iii)          the
Guarantee 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 Guarantee 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
Guarantee Trustee shall be under no obligation to exercise any of the rights or
powers vested in it by this Guarantee Agreement at the request or direction of
any Holder, unless such Holder shall have furnished to the Guarantee Trustee
security and indemnity satisfactory to the Guarantee 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 Guarantee 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
Guarantee Agreement, 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; and


      
        
           


        

        
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      (v)    
      any action taken by the Guarantee Trustee or
its agents hereunder shall bind the Holders, and the signature of the Guarantee
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 Guarantee Trustee to so act, or as to its compliance with any of the
terms and provisions of this Guarantee Agreement, both of which shall be
conclusively evidenced by the Guarantee Trustee’s or its agent’s taking such
action.

       

      SECTION
3.03          Not Responsible for Recitals or
Issuance of Guarantee.

       

      The
recitals contained in this Guarantee Agreement shall be taken as the statements
of the Guarantor, and the Guarantee Trustee does not assume any responsibility
for their correctness.  The Guarantee Trustee makes no representations
as to the validity or sufficiency of this Guarantee Agreement.

       

      SECTION
3.04          The Guarantee Trustee May Own
Preferred Securities.

       

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

       

      
        SECTION
3.05          Moneys Received by the Guarantee
Trustee to Be Held in Trust Without Interest.

      

       

      All
moneys received by the Guarantee Trustee in respect of Guarantee
Payments  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 Guarantee
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.

       

      SECTION
3.06          Compensation and Expenses of
Guarantee Trustee.

       

      The
Guarantor covenants and agrees to pay to the Guarantee Trustee from time to
time, and the Guarantee Trustee shall be entitled to, such compensation as the
Guarantor and the Guarantee 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 Guarantee Trustee of an express trust) for all services
rendered by it in the exercise and performance of any of the powers and duties
hereunder of the Guarantee Trustee, and the Guarantor will pay or reimburse the
Guarantee Trustee upon its request for all reasonable expenses, disbursements
and advances incurred or made by the Guarantee Trustee in accordance with any of
the provisions of this Guarantee Agreement (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
Guarantor also covenants to indemnify each of the Guarantee Trustee or any
predecessor Guarantee 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
Guarantee Trustee) incurred without negligence or bad faith on the part of the
Guarantee 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 Guarantor, any
Holder or any other Person) of liability in the premises.  The
provisions of this Section 3.06 shall survive the termination of this Guarantee
Agreement and resignation or removal of the Guarantee Trustee.


      
        
           


        

        
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      ARTICLE
IV

      GUARANTEE
TRUSTEE

       

      SECTION
4.01          Qualifications.

       

      There
shall at all times be a Guarantee Trustee that shall:

       

      (i)       
    not be an Affiliate of the Guarantor; and

       

      (ii)  
        be a national banking
association or corporation 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 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
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 clause (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.

       

      If at any
time the Guarantee Trustee shall cease to satisfy the requirements of clauses
(i) and (ii) above, the Guarantee Trustee shall immediately resign in the manner
and with the effect set out in Section 4.02.  If the Guarantee Trustee
has or shall acquire any “conflicting interest” within the meaning of Section
310(b) of the Trust Indenture Act, the Guarantee Trustee and the Guarantor shall
in all respects comply with the provisions of Section 310(b) of the Trust
Indenture Act.

       

      SECTION
4.02          Appointment, Removal and Resignation
of the Guarantee Trustee.

       

      (a)     
     Subject to Section 4.02(b), the Guarantee Trustee
may be appointed or removed without cause at any time by the
Guarantor.

       

      (b)          The
Guarantee Trustee shall not be removed in accordance with Section 4.02(a) until
a Successor Guarantee Trustee possessing the qualifications to act as Guarantee
Trustee under Section 4.01 has been appointed and has accepted such appointment
by written instrument executed by such Successor Guarantee Trustee and delivered
to the Guarantor and the Guarantee Trustee being removed.


      
        
           


        

        
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      (c)          The
Guarantee Trustee appointed to office shall hold office until its successor
shall have been appointed or until its removal or resignation.

       

      (d)          The
Guarantee Trustee may resign from office (without need for prior or subsequent
accounting) by an instrument (a “Resignation Request”) in writing signed by the
Guarantee Trustee and delivered to the Guarantor, which resignation shall take
effect upon such delivery or upon such later date as is specified therein;
provided, however, that no such resignation of the Guarantee Trustee shall be
effective until a Successor Guarantee Trustee possessing the qualifications to
act as Guarantee Trustee under Section 4.01 has been appointed and has accepted
such appointment by instrument executed by such Successor Guarantee Trustee and
delivered to the Guarantor and the resigning Guarantee Trustee.

       

      (e)      
    If no Successor Guarantee Trustee shall have been
appointed and accepted appointment as provided in this Section 4.02 within 60
days after delivery to the Guarantor of a Resignation Request, the resigning
Guarantee Trustee may petition any court of competent jurisdiction for
appointment of a Successor Guarantee Trustee.  Such court may
thereupon after such notice, if any, as it may deem proper, appoint a Successor
Guarantee Trustee.

       

      ARTICLE
V

      GUARANTEE

       

      SECTION
5.01          Guarantee.

       

      The
Guarantor irrevocably and unconditionally agrees to pay in full to the Holders
the Guarantee Payments (without duplication of amounts theretofore paid by the
Issuer), as and when due, regardless of any defense, right of set-off or
counterclaim which the Issuer may have or assert.  The Guarantor’s
obligation to make a Guarantee Payment may be satisfied by direct payment of the
required amounts by the Guarantor to the Holders or to the Guarantee Trustee for
remittance to the Holders or by causing the Issuer to pay such amounts to the
Holders.

       

      SECTION
5.02          Waiver of Notice.

       

      The
Guarantor hereby waives notice of acceptance of this Guarantee Agreement and of
any liability to which it applies or may apply, presentment, demand for payment,
any right to require a proceeding first against the Issuer or any other Person
before proceeding against the Guarantor, protest, notice of nonpayment, notice
of dishonor, notice of redemption and all other notices and
demands.  Notwithstanding anything to the contrary herein, the
Guarantor retains all of its rights under the Indenture to extend the interest
payment period on the Debentures and the Guarantor shall not be obligated
hereunder to make any Guarantee Payment during any Extended Interest Payment
Period (as defined in the Supplemental Indenture) with respect to the
Distributions on the Preferred Securities.

       

      SECTION
5.03          Obligations Not Affected.


      
        
           


        

        
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      The
obligations, covenants, agreements and duties of the Guarantor under this
Guarantee Agreement shall in no way be affected or impaired by reason of the
happening from time to time of any of the following:

       

      (a)     
     the release or waiver, by operation of law or
otherwise, of the performance or observance by the Issuer of any express or
implied agreement, covenant, term or condition relating to the Preferred
Securities to be performed or observed by the Issuer;

       

      (b)     
     the extension of time for the payment by the
Issuer of all or any portion of the Distributions (other than an extension of
time for payment of Distributions that result from any Extended Interest Payment
Period), Redemption Price, Liquidation Distribution (as defined in the
Declaration) or any other sums payable under the terms of the Preferred
Securities or the extension of time for the performance of any other obligation
under, arising out of, or in connection with, the Preferred Securities (other
than an extension of time for payment of Distributions that result from any
Extended Interest Payment Period);

       

      (c)       
   any failure, omission, delay or lack of diligence on the part
of the Guarantee Trustee or the Holders to enforce, assert or exercise any
right, privilege, power or remedy conferred on the Guarantee Trustee or the
Holders pursuant to the terms hereof or of the Preferred Securities,
respectively, or any action on the part of the Issuer granting indulgence or
extension of any kind;

       

      (d)     
     the voluntary or involuntary liquidation,
dissolution, sale of any collateral, receivership, insolvency, bankruptcy,
assignment for the benefit of creditors, reorganization, arrangement,
composition or readjustment of debt of, or other similar proceedings affecting,
the Issuer or any of the assets of the Issuer;

       

      (e)      
    any invalidity of, or defect or deficiency in, the
Preferred Securities;

       

      (f)       
    the settlement or compromise of any obligation
guaranteed hereby or hereby incurred; or

       

      (g)   
       any other circumstance whatsoever that
might otherwise constitute a legal or equitable discharge or defense of a
guarantor, it being the intent of this Section 5.03 that the obligations of the
Guarantor with respect to the Guarantee Payments shall be absolute and
unconditional under any and all circumstances.

       

      There
shall be no obligation of the Guarantee Trustee or the Holders to give notice
to, or obtain consent of, the Guarantor with respect to the happening of any of
the foregoing.

       

      SECTION
5.04          Enforcement of Guarantee.

       

      The
Guarantor and the Guarantee Trustee expressly acknowledge and agree that (i)
this Guarantee Agreement will be deposited with the Guarantee Trustee to be held
for the benefit of the Holders; (ii) the Guarantee Trustee has the right to
enforce this Guarantee Agreement on behalf of the Holders; (iii) Holders
representing not less than a Majority of Outstanding Preferred Securities have
the right to direct the time, method and place of conducting any proceeding for
any remedy available to the Guarantee Trustee in respect of this Guarantee
Agreement or exercising any trust or other power conferred upon the Guarantee
Trustee under this Guarantee Agreement; and (iv) if the Guarantee Trustee fails
to enforce this Guarantee Agreement as provided in clauses (ii) and (iii) above,
any Holder may institute a legal proceeding directly against the Guarantor to
enforce its rights under this Guarantee Agreement, without first instituting a
legal proceeding against the Issuer, the Guarantee Trustee or any other
Person.  Notwithstanding the foregoing, if the Guarantor has failed to
make a Guarantee Payment, a Holder may directly institute a proceeding against
the Guarantor for enforcement of this Guarantee Agreement for such payment
without first instituting a legal proceeding against the Issuer, the Guarantee
Trustee or any other Person.


      
        
           


        

        
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      SECTION
5.05          Guarantee of Payment.

       

      This
Guarantee Agreement creates a guarantee of payment and not merely of
collection.  This Guarantee Agreement will not be discharged except by
payment of the Guarantee Payments in full (without duplication of amounts
theretofore paid by the Issuer) or upon the distribution of the Debentures to
the Holders as provided in the Declaration.

       

      SECTION
5.06          Subrogation.

       

      The
Guarantor shall be subrogated to all (if any) rights of the Holders against the
Issuer in respect of any amounts paid to the Holders by the Guarantor under this
Guarantee Agreement; provided, however, that the Guarantor shall not (except to
the extent required by mandatory provisions of law) be entitled to enforce or
exercise any rights which it may acquire by way of subrogation or any indemnity,
reimbursement or other agreement, in all cases as a result of payment under this
Guarantee Agreement, if, at the time of any such payment, any amounts are due
and unpaid under this Guarantee Agreement.  If any amount shall be
paid to the Guarantor in violation of the preceding sentence, the Guarantor
agrees to hold such amount in trust for the Holders and to pay over such amount
to the Holders or to the Guarantee Trustee for remittance to the
Holders.

       

      SECTION
5.07          Independent Obligations.

       

      The
Guarantor acknowledges that its obligations hereunder are independent of the
obligations of the Issuer with respect to the Preferred Securities and that the
Guarantor shall be liable as principal and as debtor hereunder to make Guarantee
Payments pursuant to the terms of this Guarantee Agreement notwithstanding the
occurrence of any event referred to in subsections (a) through (g), inclusive,
of Section 5.03 hereof.

       

      ARTICLE
VI

      LIMITATION
OF TRANSACTIONS; SUBORDINATION

       

      SECTION
6.01          Limitation of
Transactions.

       

      So
long as any Preferred Securities remain outstanding, the Guarantor shall not (1)
declare or pay dividends on, or redeem, purchase, acquire or make a distribution
or liquidation payment with respect to, any of its share capital (other than (a)
dividends or distributions in, or options, warrants or rights to subscribe for
or purchase shares of, share capital, (b) any declaration of a dividend in
connection with the implementation of a shareholders’ rights plan, or the
issuance of share capital under any such plan in the future, or the redemption
or repurchase of any such rights pursuant thereto, (c) as a result of a
reclassification of share capital or the exchange or the conversion of one class
or series of share capital for another class or series of share capital, (d) the
payment of accrued dividends and the purchase of fractional share interests upon
conversion or exchange of share capital, or (e) purchases of share capital
related to the issuance of such share capital or rights under any of the
Guarantor’s benefit plans for its directors, officers or employees, any of the
Guarantor’s dividend reinvestment plans or stock purchase plans, or any of the
benefit plans of any of the Guarantor’s Affiliates for such Affiliate’s
directors, officers or employees), (2) make any payment on, or repay, repurchase
or redeem, any debt security of the Guarantor that ranks pari passu with or
junior in interest to the Debentures or (3) make any guarantee payments with
respect to any guarantee by the Guarantor of the debt securities of any
Subsidiary (as defined in the Indenture) of the Guarantor (other than pursuant
to this Guarantee Agreement) if such guarantee ranks pari passu with or junior
in interest to the Debentures, if at such time (i) the Guarantor shall be in
default with respect to its Guarantee Payments or other payment obligations
hereunder, (ii) there shall have occurred and be continuing any event of default
under the Declaration or (iii) the Guarantor shall have given notice of its
election of an Extended Interest Payment Period and such period, or any
extension thereof, is continuing.  In addition, so long as any
Preferred Securities remain outstanding, the Guarantor (i) will remain the sole
direct or indirect owner of all of the outstanding Common Securities and shall
not cause or permit the Common Securities to be transferred except to the extent
such transfer is permitted under Section 9.01 of the Declaration; provided that
any permitted successor of the Guarantor under the Indenture may succeed to the
Guarantor’s direct or indirect ownership of the Common Securities, (ii) will
cause the holder of the Common Securities to satisfy the requirements of Section
4.03 of the Declaration and (iii) will use reasonable efforts to cause the
Issuer to continue to be treated as a grantor trust that is not a foreign trust
for United States federal income tax purposes, except in connection with a
distribution of Debentures as provided in the Declaration.


      
        
           


        

        
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      SECTION
6.02          Subordination.

       

      This
Guarantee Agreement will constitute an unsecured obligation of the Guarantor and
will rank (i) subordinate and junior in right of payment to all other [senior]
liabilities of the Guarantor and any guarantees of the Guarantor relating to
such liabilities, [except in each case those made pari passu or subordinate by
their terms,] and (ii) senior to all share capital now or hereafter issued by
the Guarantor.  The Guarantor’s obligations under this Guarantee
Agreement will rank pari passu with respect to obligations under other
securities (other than share capital) the Guarantor may issue from time to time
and other guarantee agreements which it may enter into from time to time to the
extent that (i) such agreements shall provide for comparable guarantees by the
Guarantor of payment on preferred securities issued by other trusts,
partnerships or other entities affiliated with the Guarantor that are financing
vehicles of the Guarantor and (ii) the debentures or other evidences of
indebtedness of the Guarantor relating to such preferred securities are junior
subordinated, unsecured indebtedness of the Guarantor.  [The
obligations of the Guarantor under this Guarantee Agreement shall rank pari
passu with the Guarantee Agreement, dated as of ____________, ______, between
the Guarantor and the Guarantee Trustee.]


      
        
           


        

        
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      ARTICLE
VII

      TERMINATION

       

      SECTION
7.01          Termination.

       

      This
Guarantee Agreement shall terminate and be of no further force and effect (i)
upon full payment of the Redemption Price of all Preferred Securities, (ii) upon
the distribution of Debentures [, or any securities in to which such Debentures
are convertible,] to Holders and holders of Common Securities in exchange for
all of the Preferred Securities and Common Securities or (iii) upon full payment
of the amounts payable in accordance with the Declaration upon liquidation of
the Issuer.  Notwithstanding the foregoing, this Guarantee Agreement
will continue to be effective or will be reinstated, as the case may be, if at
any time any Holder must restore payment of any sums paid with respect to the
Preferred Securities or under this Guarantee Agreement.

       

      ARTICLE
VIII

      LIMITATION
OF LIABILITY; INDEMNIFICATION

       

      SECTION
8.01          Exculpation.

       

      (a)           No
Indemnified Person shall be liable, responsible or accountable in damages or
otherwise to the Guarantor or any Holder for any loss, damage or claim incurred
by reason of any act or omission performed or omitted by such Indemnified Person
in good faith in accordance with this Guarantee Agreement and in a manner such
Indemnified Person reasonably believed to be within the scope of the authority
conferred on such Indemnified Person by this Guarantee Agreement 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 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 Guarantor and upon such information, opinions, reports or
statements presented to the Guarantor 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 Guarantor, 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 might properly be paid.

       

      SECTION
8.02          Indemnification.

       

      To
the fullest extent permitted by applicable law, the Guarantor 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 in accordance with
this Guarantee Agreement and in a manner such Indemnified Person reasonably
believed to be within the scope of authority conferred on such Indemnified
Person by this Guarantee Agreement, 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 negligence or willful misconduct with
respect to such acts or omissions.


      
        
           


        

        
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      SECTION
8.03          Survive Termination.

       

      The
provisions of Sections 8.01 and 8.02 shall survive the termination of this
Guarantee Agreement or the resignation or removal of the Guarantee
Trustee.

       

      ARTICLE
IX

      MISCELLANEOUS

       

      SECTION
9.01          Successors and Assigns.

       

      All
guarantees and agreements contained in this Guarantee Agreement shall bind the
successors, assignees, receivers, trustees and representatives of the Guarantor
and shall inure to the benefit of the Guarantee Trustee and the Holders then
outstanding.  Except in connection with a consolidation, merger or
sale involving the Guarantor that is permitted under Article X of the Indenture,
the Guarantor shall not assign its obligations hereunder.

       

      SECTION
9.02          Amendments.

       

      Except
with respect to any changes which do not adversely affect the rights of Holders
in any material respect (in which case no consent of Holders will be required),
this Guarantee Agreement may only be amended with the prior approval of the
Guarantor, the Guarantee Trustee and the Holders of not less than a Majority of
Outstanding Preferred Securities.  The provisions of Section 12.02 of
the Declaration concerning meetings of Holders shall apply to the giving of such
approval.

       

      SECTION
9.03          Notices.

       

      Any
notice, request or other communication required or permitted to be given
hereunder shall be in writing, in English, duly signed by the party giving such
notice, and delivered, telecopied or mailed by first class mail as
follows:

       

      (a)     
     if given to the Guarantor, to the address set
forth below or such other address as the Guarantor may give notice of to the
Holders:

       

      Centex
Corporation

      2728
North Harwood

      Dallas,
Texas 75201

      Attention:
General Counsel

       

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


      
        
           


        

        
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      The Bank
of New York Mellon Trust Company, National Association

      Corporate
Trust Division

      601
Travis Street, 18th
Floor

      Houston,
Texas 77002

      Attention:
Mauri Cowen

       

      (c)     
     if given to any Holder, at the address set forth
on the books and records of the Issuer.

       

      All
notices hereunder 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.

       

      SECTION
9.04          Genders.

       

      The
masculine, feminine and neuter genders used herein shall include the masculine,
feminine and neuter genders.

       

      SECTION
9.05          Benefit.

       

      This
Guarantee Agreement is solely for the benefit of the Guarantee Trustee and the
Holders and, subject to Section 3.01(a), is not separately transferable from the
Preferred Securities.

       

      SECTION
9.06          Governing Law.

       

      THIS
GUARANTEE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO PRINCIPLES
OF CONFLICTS OF LAWS).

       

      SECTION
9.07          Counterparts.

       

      This
Guarantee Agreement may be executed in counterparts, each of which shall be an
original; but such counterparts shall together constitute one and the same
instrument.

       

      SECTION
9.08          [Exercise of Overallotment
Option.

       

      If
and to the extent that Preferred Securities are issued by the Issuer upon
exercise of the overallotment option referred to in the first WHEREAS clause,
the Guarantor agrees to give prompt notice thereof to the Guarantee Trustee but
the failure to give such notice shall not relieve the Guarantor of any of its
obligations hereunder.]

       

      SECTION
9.09          Limited Liability.


      
        
           


        

        
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      Neither
the Guarantee Trustee nor the Holders, in their capacities as such, shall be
personally liable for any liabilities or obligations of the Guarantor arising
out of this Guarantee Agreement.  The parties further hereby agree
that the Holders, in their capacities as such, shall be entitled to the same
limitation of personal liability extended to the stockholders of private
corporations for profit organized under the General Corporation Law of the State
of Delaware.

       

      SECTION
9.10          Payment Currency.

       

      To
the fullest extent permitted by applicable law, the obligation of the Guarantor
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 Guarantor
shall pay such additional amounts, in Dollars, as may be necessary to compensate
for the shortfall.  Any obligation of the Guarantor 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.

       

      SECTION
9.11          Agent for Service of
Process.

       

      The
Guarantor 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 Guarantee
Agreement or any matter arising out of or related to this Guarantee Agreement,
and the Guarantor 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 Guarantor at the address
for notices specified in Section 9.03 hereof.  The Guarantor shall
maintain the designation of such authorized agent until two years after
termination of the Guarantor’s obligation under this Guarantee Agreement
pursuant to Section 7.01.


      
        
           


        

        
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      THIS
GUARANTEE AGREEMENT is executed as of the day and year first above
written.

       

      
        
          
            
              
                	 
      	
                        CENTEX
      CORPORATION

                      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                        By:

                      	
                                  

                      
	 
      	 
      	
                        Name:

                      
	 
      	 
      	
                        Title:

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

                      
	 
      	 
      	
                        as
      Guarantee Trustee

                      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                        By:

                      	
                                  

                      
	 
      	 
      	
                        Name:

                      
	 
      	 
      	
                        Title:

                      


              

            

          

        

      

      


       

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