ex4-1.htm


    Exhibit
4.1

     

    
      
        	 
      	
                [GREEN
      CERTIFICATE BORDER]

              	
                 

              


      

    

     

    
      	 
      	 
      	 
      
	
              COMMON
      STOCK

            	 
      	
              COMMON
      STOCK

            


    

     

    
      	 
      	 
      	 
      	 
      	 
      
	
              INCORPORATED
      UNDER THE

            	 
      	
              LAWS
      OF THE STATE OF NEVADA

            	 
      	
              SEE
      REVERSE SIDE

               FOR
      LEGEND

            
	
              CENTEX
      CORPORATION

            	 
      	 
      
	
              THIS
      CERTIFICATE IS TRANSFERABLE IN THE CITY OF NEW YORK, NEW YORK, OR IN
      RIDGEFIELD PARK, NEW JERSEY

            	 
      	
              CUSIP
      152312 10 4

               SEE
      REVERSE FOR CERTAIN DEFINITIONS

            


    

    THIS
IS TO CERTIFY THAT

     

     

    IS
THE OWNER OF

     

     

     

    FULLY
PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF

     

    
      Centex
Corporation (hereinafter called the Corporation), transferable upon the books of
the Corporation by

       the
holder hereof in person or by duly authorized attorney upon surrender of this
certificate properly endorsed.

       This
certificate is not valid unless countersigned by the Transfer Agent and
registered by the Registrar.

       Witness
the seal of the Corporation and the signatures of its duly authorized
officers.

    

     

     

     

    [SEAL]

    
      
        
          	 
      	 
      	 
      	 
      	 
      
	
                  DATED:

                	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
                  /s/
      JAMES R.PEACOCK III

                	 
      	
                  [CENTEX
      LOGO]

                	 
      	
                  /s/
      TIMOTHY R. ELLER

                
	 
      	 
      	 
      	 
      	 
      
	
                  SECRETARY

                	 
      	 
      	 
      	
                       CHAIRMAN
      OF THE BOARD

                        CHIEF
      EXECUTIVE OFFICER

                


        

      

    

     

    
      
        
          	 
      	 
      	 
      	 
      
	 
      	
                  COUNTERSIGNED
      AND REGISTERED:

                
	 
      	 
      	
                  MELLON
      INVESTOR SERVICES LLC

                
	 
      	
                  BY

                	 
      	
                  TRANSFER
      AGENT AND REGISTRAR

                
	 	 	 	 	
                   

                   

                   

                   

                  AUTHORIZED
      SIGNATURE

                


        

      

    

     

     

    
       

    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      This
certificate also evidences and entitles the holder hereof to certain rights as
set forth in the Rights Agreement between Centex Corporation (“Centex”) and
Mellon Investor Services LLC dated as of February 24, 2009, as it may be amended
from time to time (the “Rights Agreement”), the terms of which are hereby
incorporated herein by reference and a copy of which is on file at the principal
executive offices of Centex.  Under certain circumstances, as set
forth in the Rights Agreement, such Rights (as defined in the Agreement) will be
evidenced by separate certificates and will no longer be evidenced by this
certificate.  Centex will mail to the holder of this certificate a
copy of the Rights Agreement, as in effect on the date of mailing, without
charge after receipt of a written request therefor.  As set forth in
the Rights Agreement, under certain circumstances, Rights beneficially owned by
any Person who becomes an Acquiring Person or any Affiliate or Associate thereof
(as such terms are defined in the Rights Agreement) become null and
void.



    CENTEX
CORPORATION

     

    KEY TO
ABBREVIATIONS

     

         The
following abbreviations shall be construed as though the words set forth below
opposite each abbreviation were written out in full where such abbreviation
appears:

    
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
              TEN
      COM

            	 
      	
              —

            	 
      	
              as
      tenants in common

            	 
      	
              (Name)
      GUST (Name) UNIF

            	 
      	
              —

            	 
      	
              (Name)
      as Custodian for (Name)

            
	
              TEN
      ENT

            	 
      	
              —

            	 
      	
              as
      tenants by the entireties

            	 
      	
              GIFT
      MIN ACT (State)

            	 
      	 
      	 
      	
              under
      the (State) Uniform

            
	
              JT
      TEN

            	 
      	
              —

            	 
      	
              as
      joint tenants with right of

               survivorship
      and not as tenants in common

            	 
      	 
      	 
      	 
      	 
      	
              Gifts
      to Minors Act

            


    

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

     

         THE
CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS THE
DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL
RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF OF THE CORPORATION, AND THE
QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS.
SUCH REQUEST MAY BE MADE TO THE CORPORATION IN DALLAS, TEXAS OR TO THE TRANSFER
AGENT.

     

         For
value received, __________________ hereby sell, assign and transfer
unto

     

    PLEASE
INSERT SOCIAL SECURITY OR OTHER

        IDENTIFYING
NUMBER OF ASSIGNEE

     

    ___________________________________________________________________________________________________________

     

    ___________________________________________________________________________________________________________

    PLEASE
PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE

    ___________________________________________________________________________________________________________

     

    ___________________________________________________________________________________________________________

     

    _____________________________________________________________________________________________________Shares

     represented
by the within Certificate, and do hereby irrevocably constitute and
appoint

    ___________________________________________________________________________________________________________

     Attorney
to transfer the said shares on the books of the within-named Corporation with
full power of substitution in the premises.

     

    Dated
________________

    
      
        
          
            
              	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	
                      X

                    
	 
      	 
      	
                      NOTICE:

                    	 
      	 
      	 
      	
                      (SIGNATURE)

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

                    	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	
                      X

                    
	 
      	 
      	 
      	 
      	 
      	 
      	
                      (SIGNATURE)

                    
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	
                      THE
      SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
      (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
      MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT
      TO S.E.C. RULE 17Ad-15.

                    
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	
                      SIGNATURE(S)
      GUARANTEED
BY: