ex4_11.htm


    
      

    

    Exhibit 4.11

     

    
      REMOVAL AND APPOINTMENT OF
TRUSTEES

      OF

      CENTEX
TRUST II

       

      This
Removal and Appointment of Trustees of Centex Trust II, a Delaware statutory
trust (the "Trust"), is made as of November 5, 2008 (this "Appointment"), by
Centex Corporation, a Nevada
corporation, as sponsor (the "Sponsor"), and agreed and accepted by The
Bank of New York Mellon Trust Company, National Association, a national banking
association ("BNY"), as successor Property Trustee, and BNY Mellon Trust of
Delaware, a Delaware banking corporation ("BNY(DE)"), as successor Delaware
Trustee (collectively, the "New Trustees").  Capitalized terms used
herein and not otherwise defined are used as defined in the Initial Agreement
(as defined below).

       

      WHEREAS,
the Trust was created under the Delaware Statutory Trust Act (f/k/a the Delaware
Business Trust Act) pursuant to the filing of a Certificate of Trust of the
Trust in the office of the Secretary of State of the State of Delaware (the
"Secretary of State") on November 9, 2000, and by the entering into of a
Declaration of Trust of the Trust, dated as of November 9, 2000 (the "Initial
Agreement"); and

       

      WHEREAS,
the Sponsor desires to remove the current Property Trustee and the current
Delaware Trustee as trustees of the Trust and to appoint the New Trustees as the
trustees of the Trust.

       

      NOW,
THEREFORE, in consideration of the mutual promises and obligations contained
herein, the parties hereto, intending to be legally bound, hereby agree as
follows:

       

      1.           Pursuant
to Section 6 of the Initial Agreement, the Sponsor hereby removes (i) the
current Property Trustee and (ii) the current Delaware
Trustee.  Lawrence Angelilli, as the initial individual trustee, will
continue as trustee.

       

      2.           Pursuant
to Section 6 of the Initial Agreement, the Sponsor hereby appoints (a) BNY as
the successor Property Trustee and (b) BNY(DE) as the successor Delaware
Trustee.

       

      3.           BNY(DE),
as the successor Delaware Trustee, shall execute and file with the Secretary of
State a Restated Certificate of Trust of the Trust, in substantially the form
attached hereto as Exhibit A.

       

      4.           This
Appointment may be executed in one or more counterparts.

       

      5.           This
Appointment shall be governed by, and construed in accordance with, the laws of
the State of Delaware (without regard to conflict of laws
principles).


      
        
           


        

        
          1

          
            

          

        

        
           


        

      


      IN
WITNESS WHEREOF, the parties hereto have caused this Appointment to be duly
executed as of the date and year first above written.

       

       

      
        
          
            
              
                
                  	 
      	
                          CENTEX CORPORATION, as
      Sponsor

                        
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                          By:

                        	
                          /s/ Catherine R. Smith

                        
	 
      	 
      	
                          Name:  Catherine
      R. Smith

                        
	 
      	 
      	
                          Title:    Executive
      Vice President and Chief Financial
      Officer

                        
	 
      	 
      	
                           

                        
	 
      	 
      	 
      
	 
      	
                          Agreed
      and Accepted by:

                        
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                          THE
      BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION,
      as Property Trustee

                        
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                          By:

                        	
                          /s/ Julie Hoffman-Ramos

                        
	 
      	 
      	
                          Name:  Julie
      Hoffman-Ramos

                        
	 
      	 
      	
                          Title:    Assistant
      Treasurer

                        
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                          BNY
      MELLON TRUST OF DELAWARE, as Delaware Trustee

                        
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                          By:

                        	
                          /s/ Kristine K. Gullo

                        
	 
      	 
      	
                          Name:  Kristine
      K. Gullo

                        
	 
      	 
      	
                          Title:    Vice
      President

                        


                

              

            

          

        

      


      
        
           


        

        
          2

          
            

          

        

        
           


        

      


      EXHIBIT
A

      


      


      RESTATED
CERTIFICATE OF TRUST

      OF

      CENTEX
TRUST II

       

      THIS Restated Certificate of Trust of
Centex Trust 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 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:

                      	 
      
	 
      	
                        Name:

                      	 
      
	 
      	
                        Title: