exv4w2



 





EXHIBIT 4.2




CENTEX CORPORATION




Issuer




and




JPMORGAN CHASE BANK




(formerly The Chase Manhattan Bank)




Trustee




INDENTURE SUPPLEMENT NO. 15




Dated as of November 2, 2004




to




INDENTURE




Dated as of October 1, 1998




4.55% Senior Notes due November 1, 2010




 









 








TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page
	 
	ARTICLE ONE DEFINITIONS
	 	 	1	 
	ARTICLE TWO TERMS AND ISSUANCE OF THE NOTES
	 	 	3	 
	Section 2.01. Issuance and Designation
	 	 	3	 
	Section 2.02. Form and Other Terms of Notes; Incorporation of Terms
	 	 	3	 
	Section 2.03. Place and Method of Payment
	 	 	3	 
	ARTICLE THREE ADDITIONAL COVENANTS
	 	 	4	 
	Section 3.01. Limitation on Liens
	 	 	4	 
	Section 3.02. Limitation on Sale and Lease-Back Transactions
	 	 	6	 
	ARTICLE FOUR DEFEASANCE
	 	 	6	 
	Section 4.01. Option to Effect Legal Defeasance or Covenant Defeasance
	 	 	6	 
	Section 4.02. Legal Defeasance
	 	 	6	 
	Section 4.03. Covenant Defeasance
	 	 	7	 
	Section 4.04. Conditions to Covenant Defeasance
	 	 	7	 
	ARTICLE FIVE MISCELLANEOUS
	 	 	8	 
	Section 5.01. Ratification of Indenture
	 	 	8	 
	Section 5.02. Redemption
	 	 	8	 
	Section 5.03. Conflict with Trust Indenture Act
	 	 	8	 
	Section 5.04. Effect of Headings
	 	 	8	 
	Section 5.05. Counterparts
	 	 	8	 
	Section 5.06. Severability
	 	 	8	 
	Section 5.07. Benefits of Indenture Supplement
	 	 	8	 
	Section 5.08. Acceptance of Trusts
	 	 	9	 
	Section 5.09. Governing Law
	 	 	9	 







EXHIBIT A — Form of Note




 i 




 









 





          INDENTURE SUPPLEMENT NO. 15 (“Indenture Supplement”), dated as of November
2, 2004, between CENTEX CORPORATION, a Nevada corporation (together with its
successors and assigns as provided in the Indenture referred to below, the
“Company”), and JPMORGAN CHASE BANK, a New York banking corporation (formerly,
The Chase Manhattan Bank, successor to Chase Bank of Texas, National
Association) (together with its successors in trust thereunder as provided in
the Indenture referred to below, the “Trustee”), as trustee under an Indenture
dated as of October 1, 1998 (the “Indenture”).



PRELIMINARY STATEMENT




          Section 2.02 of the Indenture provides, among other things, that the
Company may, when authorized by its Board of Directors, and the Trustee may at
any time and from time to time, enter into a series supplement to the Indenture
for the purpose of authorizing one or more Series of Senior Debt Securities and
to specify certain terms of each such Series of Senior Debt Securities. The
Board of Directors of the Company has duly authorized the creation of a Series
of Senior Debt Securities to be known as the Company’s 4.55% Senior Notes due
2010 (the “Notes”), and the Company and the Trustee are executing and
delivering this Indenture Supplement in order to provide for the issuance of
the Notes.



ARTICLE ONE




Definitions




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



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



CONSOLIDATED NET TANGIBLE ASSETS:



          The term “Consolidated Net Tangible Assets” shall mean the aggregate
amount of assets included on the most recent consolidated balance sheet of the
Company and its subsidiaries, less applicable reserves and other properly
deductible items and after deducting therefrom (a) all current liabilities and
(b) all goodwill, trade names, trademarks, patents, unamortized debt discount
and expense, and other like intangibles, all in accordance with generally
accepted accounting principles consistently applied.



DEPOSITARY:



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



 









 





FUNDED INDEBTEDNESS:




          The term “Funded Indebtedness” shall mean notes, bonds, debentures or
other similar evidences of indebtedness for money borrowed which by their terms
mature at or are extendible or renewable at the option of the obligor to a date
more than 12 months after the date of the creation of such debt.



GLOBAL SECURITY:



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



INTEREST PAYMENT DATE:



          The term “Interest Payment Date” means the Stated Maturity of an
installment of interest on the Notes.



MATURITY DATE:



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



NOTEHOLDER; HOLDER:



          The terms “Noteholder” or “Holder” shall mean any Person in whose name at
the time a particular Note is registered in the Senior Debt Security Register
kept for that purpose in accordance with the terms hereof.



REGULAR RECORD DATE:



          The term “Regular Record Date” for the interest payable on any Interest
Payment Date shall mean the day which is fifteen calendar days immediately
prior to such Interest Payment Date, whether or not such day is a business day.



REDEMPTION DATE:



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



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SPECIAL RECORD DATE:



          The term “Special Record Date” for the payment of any defaulted interest
means a date which is not less than ten and not more than fifteen calendar days
immediately preceding the Interest Payment Date of defaulted interest on such
Note established by notice given by first class mail by or on behalf of the
Company to the Holder of such Note not less than fifteen calendar days prior to
such Special Record Date.



STATED MATURITY:



          The term “Stated Maturity” means, when used with respect to any Note or
any installment of interest thereon (including defaulted interest), the date
specified in such Note as the fixed date upon which the principal of such Note
or such installment of interest is due and payable.



ARTICLE TWO




Terms and Issuance of the Notes




          Section 2.01. Issuance and Designation. A Series of Senior Debt
Securities which shall be designated as the Company’s “4.55% Senior Notes due
2010” shall be executed, authenticated and delivered in accordance with the
provisions of, and shall in all respects be subject to, the terms, conditions
and covenants of, the Indenture and this Indenture Supplement (including the
form of Note set forth in Exhibit A). The aggregate principal amount of the
Notes which may be authenticated and delivered under this Indenture Supplement
shall not, except as permitted by the provisions of the Indenture, exceed
$300,000,000, provided that the Company may, without the consent of the Holders
of the Notes, reopen this Series and issue additional Notes under the Indenture
and this Indenture Supplement in addition to the $300,000,000 of Notes
authorized as of the date hereof.



          Section 2.02. Form and Other Terms of Notes; Incorporation of Terms. The
Notes shall be substantially in the form attached hereto as Exhibit A. The
terms of such Notes are herein incorporated by reference and are part of this
Indenture Supplement.



          Section 2.03. Place and Method of Payment. The place of payment in
respect of the Notes will be at the principal office or agency of the Company
in Dallas, Texas or at the office or place of business of the Trustee or its
successor in trust under the Indenture, which, at the date hereof, is located
at Chase Global Trust, 450 W. 33rd Street, 15th Floor, New York, New York
10001. Payments in respect of principal or premium, if any, on Notes will be
made only against surrender of such Notes at such office. Payments of interest
on each Interest Payment Date with respect to each Note will be made to the
Person in whose name such Note is registered at the close of business on the
Regular Record Date immediately preceding such Interest Payment Date by U.S.
dollar check drawn on a bank in the City of New York or, for Holders of at
least $1,000,000 of Notes, by wire transfer to a dollar account maintained by
the payee with a bank in the United States; provided that a written request
from such Holder to such effect



3









 




designating such account is received by the Trustee or the Paying Agent no
later than 30 calendar days preceding such Interest Payment Date. Unless such
designation is revoked, any such designation made by such Holder with respect
to such Note payable to such Holder will remain in effect with respect to any
further interest payments with respect to such Note payable to such Holder.
The Company will pay any administrative costs imposed by banks in connection
with making interest payments by wire transfer.




          So long as the Depositary continues to make its “Same-Day Funds Settlement
System” available to the Company, payments due on Notes represented by a Global
Security registered in the name of the Depositary or its nominee will be made
in immediately available funds to the Depositary or its nominee, as the case
may be, as the registered owner of the Global Security representing such Notes.
The Company expects that the Depositary or its nominee, upon receipt of any
payment, will credit immediately participants’ accounts with payments in
same-day funds in amounts proportionate to their respective beneficial
interests in such payments, as shown on the records of the Depositary or its
nominee. The Company also expects that payments by participants and indirect
participants to owners of beneficial interests in such Global Security held
through such Persons will be governed by standing instructions and customary
practices, as is now the case with securities registered in the name of
nominees for such customers, and will be the responsibility of such
participants and indirect participants.



ARTICLE THREE




Additional Covenants




          Section 3.01. Limitation on Liens. The following provisions shall apply
to the Notes:




          (a) The Company will not itself, and will not permit any of its
subsidiaries (other than Centex Financial Services, Inc. and its
subsidiaries) to, issue, assume or guarantee any indebtedness for
borrowed money (“Indebtedness”) if such borrowed money is secured by a
mortgage, pledge, security interest, lien or other encumbrance (any such
mortgage, pledge, security interest, lien or other encumbrance being
hereinafter in this Section 3.01 referred to as a “Lien”) on or with
respect to any of the properties or assets of the Company or any such
subsidiary or on any shares of capital stock or other equity interests of
any subsidiary that owns properties or assets (other than Centex
Financial Services, Inc. and its subsidiaries), whether, in each case,
owned at the date of this Indenture Supplement or thereafter acquired,
unless the Company makes effective provision whereby the Notes are
secured by such Lien equally and ratably with any and all other borrowed
money thereby secured; provided, however, that the foregoing restrictions
shall not be applicable to:




               (i) any Lien existing on any of the Company’s properties or
assets or shares of capital stock or other equity interests at the
date of this Indenture Supplement;



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               (ii) any Lien created by a subsidiary of the Company in favor
of the Company or any wholly-owned subsidiary;




               (iii) any Lien on any property or asset of any corporation or
other entity (or on any accession or improvement to such asset or
any proceeds thereof) existing at the time such corporation or
other entity becomes a subsidiary of the Company or is merged or
consolidated with or into the Company or any of its subsidiaries;




               (iv) any Lien on any property or asset existing at the time of
acquisition thereof (or on any accession or improvement to such
property or asset or any proceeds thereof) by the Company or any of
its subsidiaries;




               (v) any Lien on any property or asset (or on any accession or
improvement to such property or asset or any proceeds thereof)
securing Indebtedness incurred or assumed for the purpose of
financing all or any part of the cost of acquiring such property or
asset or the making of any improvement thereof; provided that such
Lien attaches to such property or asset concurrently with or within
180 days after the acquisition thereof or the making of such
improvement;




               (vi) any Lien incurred in connection with pollution control,
industrial revenue or any similar financing;




               (vii) any Lien arising out of the refinancing, extension,
renewal or replacement of any of the Liens permitted by any of
clauses (i) through (vi) above; provided that the principal amount
of the Indebtedness secured by the Lien being refinanced, extended,
reviewed or replaced is not increased and is not secured by any
additional properties or assets; and




               (viii) any Lien imposed by law.




          (b) Notwithstanding the provisions of subsection (a) of this Section
3.01, the Company or any of its subsidiaries may issue, assume or
guarantee Indebtedness secured by a Lien which would otherwise be subject
to the foregoing restrictions in an aggregate amount which, together with
all other such secured borrowings of the Company and its subsidiaries and
the Attributable Debt (as defined below) in respect of Sale and
Lease-Back Transactions (as defined in Section 3.02) existing at such
time (other than Sale and Lease-Back Transactions not subject to the
limitation contained in Section 3.02), does not at the time exceed twenty
percent (20%) of the Consolidated Net Tangible Assets of the Company and
its subsidiaries, as shown on the audited consolidated balance sheet
contained in the latest annual report to stockholders of the Company.
The term “Attributable Debt” as used in this paragraph shall mean, as of
any particular time, the present value of the obligation of a lessee for
rental payments during the remaining term of any lease (including any
period for which such lease has been extended or may, at the option of
the lessor, be extended).



5









 





          Section 3.02. Limitation on Sale and Lease-Back Transactions. The Company
will not, nor will it permit any of its subsidiaries to, enter into any
arrangement with any Person (other than the Company) providing for the leasing
by the Company or a subsidiary of any of its properties or assets (except for
temporary leases for a term of not more than three (3) years and except for
sales and leases of model homes), which property or asset has been or is to be
sold or transferred by the Company or such subsidiary to such Person (herein
referred to as a “Sale and Lease-Back Transaction”), unless (a) the net
proceeds to the Company or such subsidiary from such sale or transfer equal or
exceed the fair value (as determined by the Board of Directors, the Chairman of
the Board, the Vice Chairman, the President or the principal financial officer
of the Company) of the property or asset so leased, (b) the Company or such
subsidiary would be entitled to incur Indebtedness secured by a Lien on the
property or asset to be leased pursuant to Section 3.01, (c) the Company shall,
and in any such case the Company covenants that it will, apply an amount equal
to the fair value (as determined by the Board of Directors, the Chairman of the
Board, the Vice Chairman, the President or the principal financial officer of
the Company) of the property or asset so leased to the retirement (other than
any mandatory retirement), within 180 days of the effective date of any such
Sale and Lease-Back Transaction, of Funded Indebtedness of the Company, (d)
such Sale and Lease-Back Transaction relates to a sale which occurred within
180 days from the date of acquisition of such property or asset by the Company
or a subsidiary or the date of the completion of construction or commencement
of full operations on such property, whichever is later, or (e) such
transaction was consummated prior to the date of this Indenture Supplement.



ARTICLE FOUR




Defeasance




          Section 4.01. Option to Effect Legal Defeasance or Covenant Defeasance.
The Company may, at any time, with respect to the Notes, elect to have either
Section 13.01 of the Indenture or Section 4.03 of this Indenture Supplement be
applied to all outstanding Notes upon compliance with the conditions set forth
in Article Thirteen of the Indenture and below in this Article Four.



          Section 4.02. Legal Defeasance. Upon the Company’s exercise under Section
4.01 of the option applicable to Section 13.01 of the Indenture, the Company
may terminate its obligations under the Notes, the Indenture and this Indenture
Supplement by complying with the terms and conditions of Section 13.01 of the
Indenture; provided, however, that the Opinion of Counsel delivered to the
Trustee will also state that either (A) the Company has received from, or there
has been published by, the Internal Revenue Service, a ruling or (B) since the
date hereof, there has been a change in the applicable federal income tax law,
in either case to the effect that, and based thereon such Opinion of Counsel
shall confirm that, the Holders of the outstanding Notes will not recognize
income, gain or loss for federal income tax purposes as a result of such
defeasance and will be subject to federal income tax on the same amounts, in
the same manner and at the same times as would have been the case if such
defeasance had not occurred.



6









 





          Section 4.03. Covenant Defeasance. Upon the Company’s exercise under
Section 4.01 of the option applicable to this Section 4.03, the Company shall
be released from its obligations under the covenants contained in Article Three
of this Indenture Supplement with respect to the outstanding Notes on and after
the date the conditions set forth below are satisfied (“Covenant Defeasance”),
and the Notes shall thereafter be deemed not “outstanding” for the purposes of
any direction, waiver, consent or declaration or act of Holders (and the
consequences of any thereof) in connection with such covenants, but shall
continue to be deemed “outstanding” for all other purposes hereunder (it being
understood that such Notes shall not be deemed outstanding for accounting
purposes). For this purpose, such Covenant Defeasance means that, with respect
to the outstanding Notes, the Company may omit to comply with and shall have no
liability in respect of any term, condition or limitation set forth in any such
covenant, whether directly or indirectly, by reason of any reference elsewhere
herein to any such covenant or by reason of any reference in any such covenant
to any other provision herein or in any other document and such omission to
comply shall not constitute a Default or an Event of Default, but, except as
specified above, the remainder of the Indenture and such Notes shall be
unaffected thereby. In addition, the Company’s exercise under Section 4.01 of
the option applicable to this Section 4.03 shall not constitute an Event of
Default.



          Section 4.04. Conditions to Covenant Defeasance. The following shall be
the conditions to the application of Section 4.03 to the outstanding Notes:




          (1) the Company shall irrevocably have deposited or caused to be
deposited with the Trustee under the terms of an irrevocable trust
agreement in form and substance satisfactory to the Trustee, as trust
funds in trust solely for the benefit of the Holders of such Notes for
that purpose, money or direct non-callable obligations of, or
non-callable obligations guaranteed by, the United States of America for
the payment of which guarantee or obligation the full faith and credit of
the United States is pledged (“U.S. Government Obligations”) maturing as
to principal and interest in such amounts and at such times as are
sufficient, as verified in a Certificate of a Firm of Independent Public
Accountants, without consideration of any reinvestment of such interest,
to pay principal of and interest on the outstanding Notes to maturity or
redemption as the case may be, provided that the Trustee or any paying
agent shall have been irrevocably instructed to apply such money or the
proceeds of such U.S. Government Obligations to the payment of said
principal and interest with respect to the Notes. The Company may make an
irrevocable deposit pursuant to this Section 4.04 only if at such time
the Company shall have delivered to the Trustee and any such paying agent
an Officers’ Certificate and an Opinion of Counsel, each stating that all
conditions herein precedent to the satisfaction and discharge of this
Indenture have been complied with and the Opinion of Counsel further
states that the making of such deposit (i) does not contravene or violate
any provision of any indenture, mortgage, loan agreement or other similar
agreement known to such counsel to which the Company is a party or by
which it or any of its property is bound, (ii) does not require
registration by the deposit referred to above under the Investment
Company Act of 1940, as amended, and (iii) to the effect that the Holders
of the outstanding Notes will not recognize income, gain or loss for
federal income tax purposes as a result of such defeasance and will be
subject to federal income tax in the
same amount, in the same manner and at the same times as would have
been the case if such defeasance had not occurred.



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          (2) Notwithstanding the foregoing paragraph, the Company’s
obligations in Sections 2.06, 2.08, 5.01, 5.02, 5.05, 6.01, 8.06, 8.10,
13.04 and 13.05 of the Indenture shall survive until the Notes are no
longer outstanding. Thereafter, the Company’s obligations in Sections
8.06, 13.04 and 13.05 of the Indenture shall survive.



ARTICLE FIVE




Miscellaneous




          Section 5.01. Ratification of Indenture. As supplemented by this
Indenture Supplement, the Indenture is in all respects ratified and confirmed
and the Indenture as so supplemented by this Indenture Supplement shall be
read, taken and construed as one and the same instrument.



          Section 5.02. Redemption. Notwithstanding anything contained in the
Indenture, the Company may redeem any of the Notes upon the terms and
conditions contained in the Notes directly or indirectly from or in
anticipation of money borrowed having an interest cost to the Company of less
than the interest rate applicable to the Notes.



          Section 5.03. Conflict with Trust Indenture Act. If any provision hereof
limits, qualifies or conflicts with another provision hereof which is required
to be included in this Indenture Supplement by any of the provisions of the
Trust Indenture Act, such required provisions shall control.



          Section 5.04. Effect of Headings. The article and section headings herein
are included for convenience only and shall not affect the construction hereof.



          Section 5.05. Counterparts. This Indenture Supplement may be executed in
any number of counterparts, each of which shall be an original; but such
counterparts shall together constitute but one and the same instrument.



          Section 5.06. Severability. In case any provision of this Indenture
Supplement or in the Notes shall be found invalid, illegal or unenforceable,
the validity, legality and enforceability of the remaining provisions shall not
in any way be affected or impaired thereby.



          Section 5.07. Benefits of Indenture Supplement. Nothing in this Indenture
Supplement or in the Notes, express or implied, shall give to any Person, other
than the parties



8









 




hereto and their successors hereunder and the Holders, any
benefit or any legal or equitable right, remedy or claim under this Indenture
Supplement.




          Section 5.08. Acceptance of Trusts. The Trustee hereby accepts the trusts
in this Indenture Supplement declared and provided, upon the terms and
conditions herein and in the Indenture set forth.



          Section 5.09. Governing Law. This Indenture Supplement and each Note
issued hereunder shall be deemed to be a contract made under the laws of the
State of Texas, and for all purposes shall be construed in accordance with the
laws of said State.



9









 





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

	 	 	 	 	 
	 	CENTEX CORPORATION 

 	 
	[SEAL] 

	

By:  	/s/ Gail Peck	 
	 	 	Name:  	Gail Peck 	 
	 	 	Title:  	Vice President and Treasurer 	 
	 




Attest:



  /s/ Paul Johnston                                                     

Name: Paul Johnston

Title:   Assistant Secretary

	 	 	 	 	 
	 	JPMORGAN CHASE BANK
(f/k/a The Chase Manhattan Bank), as Trustee

 	 
	[SEAL] 

	

By:  	/s/ Rebecca A. Newman	 
	 	 	Name:  	Rebecca A. Newman 	 
	 	 	Title:  	Vice President 	 
	 




Attest:



/s/ Donna Edmundson                                               

Name: Donna Edmundson

Title:   Vice President and Trust Officer




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	STATE OF TEXAS

	 	 	)	 
	 

	 	 	)	 
	COUNTY OF DALLAS

	 	 	)	 







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



          GIVEN UNDER MY HAND AND SEAL OF OFFICE, this 2nd day of November, 2004.



/s/
Candie C. Nelson                                           

Notary Public in and for the State of Texas



Candie C. Nelson                                                 

Printed Name of Notary Public



My commission expires:



    1/18/05                                



	 	 	 	 	 
	STATE OF TEXAS

	 	 	)	 
	 

	 	 	)	 
	COUNTY OF HARRIS

	 	 	)	 







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



          GIVEN UNDER MY HAND AND SEAL OF OFFICE, this 2nd day of November, 2004.



/s/
Janice Dew-Thompson                                 

Notary Public in and for the State of Texas



Janice
Dew-Thompson                                       

Printed Name of Notary Public



My commission expires:



    2/22/06                                



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EXHIBIT A




[FORM OF FACE OF NOTE]




[The following legend shall appear on the face of each global Note:




     THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE OF A DEPOSITARY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES
REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE
ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER
OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE
DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO
THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT
IN LIMITED CIRCUMSTANCES.



     UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION, 55 WATER STREET, NEW YORK,
NEW YORK (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO., OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE
THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.



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



 









 





CUSIP No.:                    




			
	
	 	PRINCIPAL AMOUNT:
	REGISTERED NO.                     
	 	$                                        







CENTEX CORPORATION




     % SENIOR NOTES DUE 20     




     Centex Corporation, a corporation duly organized and existing under the
laws of the State of Nevada (herein called the “Company,” which term includes
any successor Person under the Indenture hereinafter referred to) for value
received, hereby promises to pay to Cede & Co., or registered assigns, the
principal sum of                      United States Dollars on                     , 20      and to pay
interest thereon, in such coin or currency commencing                     , 2005 and
continuing semi-annually thereafter on                      and                      of each year, from
                    , 2004 or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, at the rate per annum provided in
the title hereof, until the principal hereof is paid or made available for
payment. The interest so payable and punctually paid or duly provided for on
any Interest Payment Date will, as provided in the Indenture, be paid to the
Person in whose name this Note (or one or more predecessor Notes) is registered
at the close of business on the Regular Record Date which shall be                      or
                     (whether or not a business day), as the case may be, next preceding
such Interest Payment Date; provided, however, that interest payable on the
Maturity Date or, if applicable, upon redemption, shall be payable to the
Person to whom principal shall be payable. Except as otherwise provided in the
Indenture, any such interest not so punctually paid or duly provided for will
forthwith cease to be payable to the Holder on such Regular Record Date and
shall be paid on the date fixed therefor by the Company to the Person in whose
name this Note is registered at the close of business on a Special Record Date
for the payment of such defaulted interest to be fixed by the Company, notice
whereof shall be given to Noteholders not less than fifteen calendar days prior
to such Special Record Date.



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



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



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



2









 





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

	 	 	 	 	 
	 	CENTEX CORPORATION



	 
	[SEAL]

 	

By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




ATTEST:



                                                            

Name:

Title:



TRUSTEE’S CERTIFICATE

OF AUTHENTICATION


This is one of the Senior Debt Securities referred to in the within-mentioned
Indenture.




JPMORGAN CHASE BANK

(f/k/a The Chase Manhattan Bank), as Trustee



By:                                                            

     Authorized Signatory




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[FORM OF REVERSE OF NOTE]




     This Note is one of a duly authorized issue of Senior Debt Securities of
the Company designated as its      % Senior Notes due 20      (herein called the
“Notes”), issued and to be issued in one or more Series under an Indenture
dated as of October 1, 1998 (herein called the “Indenture”) between the Company
and JPMorgan Chase Bank (f/k/a The Chase Manhattan Bank), as Trustee (herein
called the “Trustee,” which term includes any successor Trustee under the
Indenture), to which Indenture and all indentures supplemental thereto
(including the Indenture Supplement dated as of                     , 2004 which
authorizes the Notes) reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of
the Company, the Trustee and the Holders of the Notes, and of the terms upon
which the Notes are, and are to be, authenticated and delivered.



     All terms used in this Note which are defined in the Indenture or in any
indenture supplemental thereto but are not defined in this Note shall have the
meanings assigned to them in the Indenture or in any indenture supplemental
thereto.



     The indebtedness evidenced by the Notes is, to the extent and in the
manner provided in the Indenture and the Indenture Supplement, senior in right
of payment to certain indebtedness of the Company.



     Interest on this Note will be payable on the Interest Payment Date or
Interest Payment Dates as specified on the face hereof and, in either case, on
the Maturity Date. Unless otherwise specified on the face hereof, payments on
this Note with respect to any particular Interest Payment Date or the Maturity
Date will include interest accrued from and including                     , 2004, or
from and including the most recent Interest Payment Date to which interest has
been paid or duly provided for, to but excluding the particular Interest
Payment Date or the Maturity Date. Interest on this Note will be computed and
paid on the basis of a 360-day year of twelve 30-day months.



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



     The Notes will be redeemable, in whole or in part, from time to time at
the option of the Company, on any date (a “Redemption Date”) at a redemption
price equal to the greater of (a) 100% of the principal amount of the Notes to
be redeemed and (b) the sum of the present values of the Remaining Scheduled
Payments (as hereinafter defined) of principal and interest thereon (exclusive
of interest accrued to such Redemption Date) discounted to such Redemption Date
on a semiannual basis (assuming a 360-day year consisting of twelve 30-day
months) at the Treasury Rate (as hereinafter defined) plus       basis points,
plus accrued and unpaid interest on the principal amount being redeemed to such
Redemption Date; provided, however, that installments of interest on the Notes
that are due and payable on an Interest Payment Date falling on or prior to the
relevant Redemption Date shall be payable to the Holders of such Notes,



4









 




registered as such at the close of business on the relevant Regular Record
Date or Special Record Date, as the case may be, according to their terms and
the provisions of the Indenture.




     “Comparable Treasury Issue” means the United States Treasury security
selected by the Independent Investment Banker (as hereinafter defined) as
having a maturity comparable to the remaining term of the Notes to be redeemed
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 term of the Notes.



     “Comparable Treasury Price” means, with respect to any Redemption Date,
(1) the average of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) on the third
business day preceding such Redemption Date, as set forth in the daily
statistical release (or any successor release) published by the Federal Reserve
Bank of New York and designated “Composite 3:30 p.m. Quotations for U.S.
Government Securities” or (2) if such release (or any successor release) is not
published or does not contain such prices on such business day, (A) the average
of the Reference Treasury Dealer Quotations (as hereinafter defined) for such
Redemption Date, after excluding the highest and lowest such Reference Treasury
Dealer Quotations, or (B) if the Trustee obtains fewer than four such Reference
Treasury Dealer Quotations, the average of all such Quotations.



     “Independent Investment Banker” means Banc of America Securities LLC and
J.P. Morgan Securities Inc.



     “Reference Treasury Dealer” means Banc of America Securities LLC and J.P.
Morgan Securities Inc. and their respective successors and, at the option of
the Company, other primary U.S. government securities dealers in New York City
selected by the Company.



     “Reference Treasury Dealer Quotations” means, with respect to the
Reference Treasury Dealer and any Redemption Date, the average, as determined
by the 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 Trustee by such Reference Treasury Dealer at 5:00 p.m., New York
City time, on the third business day preceding such Redemption Date.



     “Remaining Scheduled Payments” means, with respect to any Note, the
remaining scheduled payments of the principal thereof to be redeemed and
interest thereon that would be due after the related Redemption Date but for
such redemption; provided, however, that, if such Redemption Date is not an
Interest Payment Date with respect to such Note, the amount of the next
succeeding scheduled interest payment thereon will be reduced by the amount of
interest accrued thereon to such Redemption Date.



     “Treasury Rate” means, with respect to any Redemption Date for the Notes,
the rate per annum equal to the semi-annual 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.



     Notice of any redemption by the Company will be mailed at least 30 days
but not more than 60 days before any Redemption Date to each Holder of Notes to
be redeemed. If less



5









 




than all the Notes are to be redeemed at the option of the Company, the
Trustee shall select the Notes to be redeemed in whole or in part by random
lot.




     This Note is not subject to a sinking fund. Holders of Notes will not be
permitted to require the Company to redeem or repurchase the Notes at their
option.



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



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



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



6









 




the enforcement of payment of the principal of and any premium or interest
on this Note on or after the respective due dates expressed herein.




     As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Note is registrable in the Senior Debt Security
Register upon surrender of this Note for registration of transfer at the office
or agency maintained by the Company for such purpose, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Senior Debt Security Registrar duly executed by the Holder
hereof or his attorney duly authorized in writing, and thereupon one or more
new Notes, of authorized denominations and for the same aggregate principal
amount, will be issued to the designated transferee or transferees.



     The Notes are issued only in registered form without coupons in
denominations of $1,000 and any integral multiple thereof. A Holder may
transfer or exchange Notes in accordance with the Indenture.



     No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.



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



     The Indenture, as supplemented by the Indenture Supplement relating to the
Notes, contains provisions for legal defeasance at any time of the entire
indebtedness of this Note or defeasance of certain restrictive covenants with
respect to this Note, in each case upon compliance by the Company with certain
conditions set forth therein.



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



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



7









 





ABBREVIATIONS




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



	 	 	 	 	 
	TEN COM

	 	=
	 	as tenants in common
	TEN ENT

	 	=
	 	as tenants by the entireties
	JT TEN

	 	=
	 	as joint tenants with right of survivorship and
not as tenants in common
	UNIF GIFT MIN ACT

	 	=
	 	under Uniform Gifts to Minors Act
(Cust) (Minor)
State







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









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



PLEASE INSERT SOCIAL SECURITY OR OTHER

IDENTIFYING NUMBER OF ASSIGNEE



                                                                                



                                                                                


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




                                                                                

                                                                                

                                                                                


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




	 	 	 
	Dated:                                        

	 	                                                                                
	 
	 	 
	

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








8