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                                                                     EXHIBIT 4.2







                               CENTEX CORPORATION

                                     Issuer

                                       and

                            THE CHASE MANHATTAN BANK
              (formerly Chase Bank of Texas, National Association)

                                     Trustee

                           INDENTURE SUPPLEMENT NO. 5

                          Dated as of November 17, 2000

                                       to

                                    INDENTURE

                           Dated as of October 1, 1998

                       Senior Medium-Term Notes, Series D



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         INDENTURE SUPPLEMENT NO. 5 ("Indenture Supplement"), dated as of
November 17, 2000, between CENTEX CORPORATION, a Nevada corporation (together
with its successors and assigns as provided in the Indenture referred to below,
the "Company"), and THE CHASE MANHATTAN BANK, a New York banking corporation
(formerly, 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 Senior Medium-Term Notes,
Series D (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 Fixed
Rate Note or Floating Rate Note attached hereto as Exhibits A and B,
respectively, 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:

AMORTIZED FACE AMOUNT:

         The term "Amortized Face Amount" of an Original Issue Discount Note, as
of the date that (i) the principal amount of such Note is to be repaid prior to
its Stated Maturity, whether upon declaration of acceleration, call for
redemption, repayment at the option of the Holder or otherwise, or (ii) any
consent, notice, request, direction, waiver or suit by the Noteholders shall be
deemed to be given, made or commenced under this Indenture, shall mean the
principal amount of such Note multiplied by its Issue Price plus the portion of
the difference between the dollar amount thus obtained and the principal amount
of such Note that has accreted at the Yield to maturity of such Note (computed
in accordance with generally accepted United States bond yield computation
principles) to such date, but in no event shall the Amortized Face Amount of an
Original Issue Discount Note exceed its principal amount stated in the
applicable Company Order.

AMORTIZING NOTE:

         The term "Amortizing Note" shall mean a Note for which payments of
principal of and interest on such Note are made in installments over the life of
such Note, and unless otherwise specified in the applicable Company Order,
payments with respect to an Amortizing Note shall be applied first to interest
due and payable thereon and then to the reduction of the unpaid principal amount
thereof.


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AUTHORIZED AGENT:

         The term "Authorized Agent" shall mean an agent of the Company
designated by an Officers' Certificate to give to the Trustee the information
specified in clause (a) of "Company Order" for the issuance of a Note.

BASIS POINT:

         The term "Basis Point" shall mean one-one hundredth of a percentage
point.

CD RATE:

         The term "CD Rate" shall mean, with respect to any CD Rate Interest
Determination Date, the rate on such date for negotiable United States dollar
certificates of deposit having the Index Maturity specified in the applicable
Pricing Supplement as published in H.15(519) (as hereinafter defined) under the
heading "CDs (secondary market)" or, if not so published by 3:00 P.M., New York
City time, on the related Calculation Date, the rate on such CD Rate Interest
Determination Date for negotiable United States dollar certificates of deposit
of the Index Maturity specified in the applicable Pricing Supplement as
published in H.15 Daily Update (as hereinafter defined), or such other
recognized electronic source used for the purpose of displaying such rate, under
the caption "CDs (secondary market)." If such rate is not yet published in
H.15(519), H.15 Daily Update or another recognized electronic source by 3:00
P.M., New York City time, on the related Calculation Date, then the CD Rate on
such CD Rate Interest Determination Date will be calculated by the Calculation
Agent and will be the arithmetic mean of the secondary market offered rates as
of 10:00 A.M., New York City time, on such CD Rate Interest Determination Date,
of three leading nonbank dealers in negotiable United States dollar certificates
of deposit in The City of New York (which may include the Agents or their
affiliates) selected by the Calculation Agent for negotiable United States
dollar certificates of deposit of major United States money center banks for
negotiable certificates of deposit with a remaining maturity closest to the
Index Maturity specified in the applicable Pricing Supplement in an amount that
is representative for a single transaction in that market at that time;
provided, however, that if the dealers so selected by the Calculation Agent are
not quoting as mentioned in this sentence, the CD Rate determined as of such CD
Rate Interest Determination Date will be the CD Rate in effect on such CD Rate
Interest Determination Date.

CD RATE INTEREST DETERMINATION DATE:

         The term "CD Rate Interest Determination Date" shall mean the Interest
Determination Date relating to a Floating Rate Note for which the interest rate
is determined with reference to the CD Rate.

CMT RATE:

         The term "CMT Rate" shall mean, with respect to any CMT Rate Interest
Determination Date, the rate displayed on the Designated CMT Telerate Page under
the caption "...Treasury Constant Maturities...Federal Reserve Board Release
H.15...Mondays Approximately 3:45 P.M.," under the column for the Designated CMT
Maturity Index for (i) if the Designated CMT Telerate Page is 7051, the rate on
such CMT Rate Interest Determination Date and (ii) if the Designated CMT
Telerate Page is 7052, the weekly or monthly average, as specified in the
Company Order, for the week or the month, as applicable, ended immediately
preceding the week or the month, as applicable, in which the related CMT Rate
Interest Determination Date falls. If such rate is no longer displayed on the
relevant page or is not


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so displayed by 3:00 P.M., New York City time, on the related Calculation Date,
then the CMT Rate for such CMT Rate Interest Determination Date will be such
treasury constant maturity rate for the Designated CMT Maturity Index as
published in H.15(519). If such rate is no longer published or is not so
published by 3:00 P.M., New York City time, on the related Calculation Date,
then the CMT Rate on such CMT Rate Interest Determination Date will be such
treasury constant maturity rate for the Designated CMT Maturity Index (or other
United States Treasury rate for the Designated CMT Maturity Index) for the CMT
Rate Interest Determination Date with respect to such Interest Reset Date as may
then be published by either the Board of Governors of the Federal Reserve System
or the United States Department of the Treasury that the Calculation Agent
determines to be comparable to the rate formerly displayed on the Designated CMT
Telerate Page and published in H.15(519). If such information is not so provided
by 3:00 P.M., New York City time, on the related Calculation Date, then the CMT
Rate on the CMT Rate Interest Determination Date will be calculated by the
Calculation Agent and will be a yield to maturity, based on the arithmetic mean
of the secondary market offered rates as of approximately 3:30 P.M., New York
City time, on such CMT Rate Interest Determination Date reported, according to
their written records, by three leading primary United States government
securities dealers in The City of New York (which may include the Agents or
their affiliates) (each, a "Reference Dealer") selected by the Calculation Agent
(from five such Reference Dealers selected by the Calculation Agent and
eliminating the highest quotation (or, in the event of equality, one of the
highest) and the lowest quotation (or, in the event of equality, one of the
lowest)), for the most recently issued direct noncallable fixed rate obligations
of the United States ("Treasury Notes") with an original maturity of
approximately the Designated CMT Maturity Index and a remaining term to maturity
of not less than such Designated CMT Maturity Index minus one year. If the
Calculation Agent is unable to obtain three such Treasury Note quotations, the
CMT Rate on such CMT Rate Interest Determination Date will be calculated by the
Calculation Agent and will be a yield to maturity based on the arithmetic mean
of the secondary market offered rates as of approximately 3:30 P.M., New York
City time, on such CMT Rate Interest Determination Date of three Reference
Dealers in The City of New York (from five such Reference Dealers selected by
the Calculation Agent and eliminating the highest quotation (or, in the event of
equality, one of the highest) and the lowest quotation (or, in the event of
equality, one of the lowest)), for Treasury Notes with an original maturity of
the number of years that is the next highest to the Designated CMT Maturity
Index and a remaining term to maturity closest to the Designated CMT Maturity
Index and in an amount of at least $100 million. If three or four (and not five)
of such Reference Dealers are quoting as described above, then the CMT Rate will
be based on the arithmetic mean of the offered rates obtained and neither the
highest nor the lowest of such quotes will be eliminated; provided, however,
that if fewer than three Reference Dealers so selected by the Calculation Agent
are quoting as mentioned herein, the CMT Rate determined as of such CMT Rate
Interest Determination Date will be the CMT Rate in effect on such CMT Rate
Interest Determination Date. If two Treasury Notes with an original maturity as
described in the second preceding sentence have remaining terms to maturity
equally close to the Designated CMT Maturity Index, the Calculation Agent will
obtain quotations for the Treasury Note with the shorter remaining term to
maturity.

CMT RATE INTEREST DETERMINATION DATE:

         The term "CMT Rate Interest Determination Date" shall mean any Interest
Determination Date relating to a Floating Rate Note for which the interest rate
is determined with reference to the CMT Rate.

CALCULATION AGENT:

         The term "Calculation Agent" for a particular Floating Rate Note shall
mean the Trustee, unless otherwise specified in the applicable Company Order.


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CALCULATION DATE:

         The term "Calculation Date" shall, unless otherwise specified in the
applicable Company Order, mean with regard to any particular Interest
Determination Date, the earlier of (i) the tenth calendar day after such
Interest Determination Date, or, if any such day is not a Business Day, the next
day that is a Business Day, or (ii) the Business Day immediately preceding the
applicable Interest Payment Date or Maturity Date, as the case may be.

COMMERCIAL PAPER RATE:

         The term "Commercial Paper Rate" for a particular Floating Rate Note,
unless otherwise indicated in the applicable Company Order, shall mean, with
respect to any Interest Determination Date, the Money Market Yield on such date
of the rate for commercial paper having the Index Maturity specified in such
Company Order, as such rate shall be published in H.15(519) under the caption
"Commercial Paper- Nonfinancial" or, if not so published by 3:00 P.M., New York
City time, on the related Calculation Date, the rate on such Commercial Paper
Rate Interest Determination Date for commercial paper having the Index Maturity
specified in the applicable Company Order as published in H.15 Daily Update, or
such other recognized electronic source used for the purpose of displaying such
rate, under the caption "Commercial Paper-Nonfinancial." If such rate is not yet
published in H.15(519), H.15 Daily Update or another recognized electronic
source by 3:00 P.M., New York City time, on the related Calculation Date, then
the Commercial Paper Rate on such Commercial Paper Rate Interest Determination
Date will be calculated by the Calculation Agent and will be the Money Market
Yield of the arithmetic mean of the offered rates at approximately 11:00 A.M.,
New York City time, on such Commercial Paper Rate Interest Determination Date of
three leading dealers of commercial paper in The City of New York (which may
include the Agents or their affiliates) selected by the Calculation Agent for
commercial paper having the Index Maturity specified in the applicable Pricing
Supplement placed for industrial issuers whose bond rating is "Aa," or the
equivalent, from a nationally recognized statistical rating organization;
provided, however, that if the dealers so selected by the Calculation Agent are
not quoting as mentioned in this sentence, the Commercial Paper Rate determined
as of such Commercial Paper Rate Interest Determination Date will be the
Commercial Paper Rate in effect on such Commercial Paper Rate Interest
Determination Date.

COMMERCIAL PAPER RATE INTEREST DETERMINATION DATE:

         The term "Commercial Paper Rate Interest Determination Date" shall mean
any Interest Determination Date relating to a Floating Rate Note for which the
interest rate is determined with reference to the Commercial Paper Rate.

COMMERCIAL PAPER RATE NOTES:

         The term "Commercial Paper Rate Notes" shall mean Floating Rate Notes
which are specified in the applicable Company Order as bearing interest at an
interest rate calculated with reference to the Commercial Paper Rate.

COMPANY ORDER:

         The term "Company Order" shall mean:

         (a) a written order signed in the name of the Company by the Chairman
of the Board, the President or any Vice President and by the Secretary or an
Assistant Secretary of the Company, and


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delivered to the Trustee, to authenticate a Note and to make it available for
delivery, and specifying for such Note the following information:

                  (1) the name of the Person in which a Note to be issued and
         authenticated shall be registered;

                  (2) the address of such Person;

                  (3) the taxpayer identification number of such Person;

                  (4) the principal amount of such Note and, if multiple Notes
         are to be issued to such Person, the denominations of such Notes;

                  (5) the Issue Price of such Note;

                  (6) the Original Issue Date of such Note;

                  (7) the date upon which such Note is scheduled to mature and
         the Final Maturity Date;

                  (8) if the Note is to be redeemable at the option of the
         Company, the Initial Redemption Date and the date or dates on which,
         and the price or prices at which, such Note is redeemable at the option
         of the Company;

                  (9) if the Note is to be repayable prior to the Stated
         Maturity at the option of the Holder, the date or dates on which, and
         the price or prices at which, such Note is repayable at the option of
         the Holder;

                  (10) if the Note is a Fixed Rate Note, the rate of interest on
         such Note and the Interest Payment Dates, if other than March 1 and
         September 1, and the Record Dates, if other than February 15 and August
         15;

                  (11) if the Note is an Original Issue Discount Note, its Yield
         to Maturity;

                  (12) if such Note is an Amortizing Note, a table setting forth
         the schedule of dates and amounts of payments of principal of and
         interest on such Note or the formula for the amortization of principal
         and/or interest;

                  (13) if the Note is a Reset Note, the Optional Interest Reset
         Date and the formula, if any, for resetting the interest rate of a
         Fixed Rate Note or the Spread and/or Spread Multiplier of a Floating
         Rate Note;

                  (14) if the Note is a Floating Rate Note, its:

(A)      Initial Interest Rate                (I)      Interest Reset Dates


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(B)      Interest Rate Basis or Bases         (J)      Spread
         (including any Designated LIBOR
         Currency and Designated LIBOR
         Page or any Designated CMT
         Maturity Index and Designated CMT
         Telerate Page)

(C)      Index Maturity                       (K)      Spread Multiplier

(D)      Interest Determination Dates         (L)      Maximum Interest Rate

(E)      Interest Reset Period                (M)      Minimum Interest Rate

(F)      Initial Interest Reset Date          (N)      Interest Payment Dates

(G)      Fixed Rate Commencement Date, if     (O)      Record Dates
         applicable

(H)      Fixed Interest Rate, if applicable

                  (15) If such Note is a Floating Rate Note, whether it is a
         Regular Floating Rate Note or a Floating Rate/Fixed Rate Note;

                  (16) whether or not such Note is to be issued in the form of a
         Global Note to the Depositary;

                  (17) the name and address of the Calculation Agent, if other
         than the Trustee;

                  (18) if other than United States dollars or denominations of
         $1,000 and integral multiples thereof, the authorized currency or
         denominations in which Notes shall be issued; and

                  (19) all other information necessary for the issuance of such
         Note not inconsistent with the provisions of this Indenture; or

         (b) confirmation given to the Trustee by an officer of the Company
designated by an Officers' Certificate, by telephone, confirmed by telex or
facsimile or similar writing, of the information given to the Trustee by an
Authorized Agent for the issuance of a Note, and the written order of the
Company to authenticate such Note and to make it available for delivery.

COMPOSITE QUOTATIONS:

         The term "Composite Quotations" shall mean the daily statistical
release "Composite 3:30 P.M. Quotations for U. S. Government Securities" or any
successor publication published by the Federal Reserve Bank of New York.

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


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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.

CUSIP:

         The term "CUSIP" shall mean the registered trademark "Committee on
Uniform Securities Identification Procedures" or "CUSIP" and a unique system of
identification of each public issue of a security owned by the American Bankers
Association and administered by Standard and Poor's Corporation, as agent of the
American Bankers Association.

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 and Exchange Act of
1934, as amended, or any successor statute or regulation.

DESIGNATED CMT TELERATE PAGE:

         The term "Designated CMT Telerate Page" shall mean the display on
Bridge Telerate, Inc. (or any successor service) on the page specified in the
applicable Pricing Supplement (or any other page as may replace such page on
such service) for the purpose of displaying Treasury Constant Maturities as
reported in H.15(519) or, if no such page is specified in the applicable Pricing
Supplement, page 7052.

DESIGNATED CMT MATURITY INDEX:

         The term "Designated CMT Maturity Index" shall mean the original period
to maturity of the U.S. Treasury securities (either 1, 2, 3, 5, 7, 10, 20 or 30
years) specified in the applicable Pricing Supplement with respect to which the
CMT Rate will be calculated or, if no such maturity is specified in the
applicable Pricing Supplement, 2 years.

DESIGNATED LIBOR CURRENCY:

         The term "Designated LIBOR Currency" shall mean the currency or
composite currency specified in the applicable Company Order as to which LIBOR
shall be calculated or, if no such currency or composite currency is specified
in the applicable Company Order, United States dollars.

DESIGNATED LIBOR PAGE:

         The term "Designated LIBOR Page" shall mean either (a) the display on
the Reuters Monitor Money Rates Service (or any successor service) on the page
specified in such Company Order (or any other page as may replace such page on
such service) for the purpose of displaying the London interbank rates of major
banks for the Designated LIBOR Currency (if "LIBOR Reuters" is specified in the
applicable Company Order), or (b) the display on Bridge Telerate, Inc. (or any
successor service) on the page specified in the applicable Company Order (or any
other page as may replace such page on such service) for the purpose of
displaying the London interbank rates of major banks for the Designated LIBOR
Currency (if "LIBOR Telerate" is specified in the applicable Company Order or
neither "LIBOR Reuters" nor "LIBOR Telerate" is specified in the applicable
Company Order as the method for calculating LIBOR).


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ELEVENTH DISTRICT COST OF FUNDS RATE:

         The term "Eleventh District Cost of Funds Rate" shall mean, with
respect to any Eleventh District Cost of Funds Rate Interest Determination Date,
the rate equal to the monthly weighted average cost of funds for the calendar
month immediately preceding the month in which such Eleventh District Cost of
Funds Rate Interest Determination Date falls as set forth under the caption
"11th District" on the display on Bridge Telerate, Inc. (or any successor
service) on page 7058 ("Telerate Page 7058") as of 11:00 A.M., San Francisco
time, on such Eleventh District Cost of Funds Rate Interest Determination Date.
If such rate does not appear on Telerate Page 7058 on such Eleventh District
Cost of Funds Rate Interest Determination Date, then the Eleventh District Cost
of Funds Rate on such Eleventh District Cost of Funds Rate Interest
Determination Date shall be the monthly weighted average cost of funds paid by
member institutions of the Eleventh Federal Home Loan Bank District that was
most recently announced (the "Index") by the Federal Home Loan Bank of San
Francisco (the "FHLB of San Francisco") as such cost of funds for the calendar
month immediately preceding such Eleventh District Cost of Funds Rate Interest
Determination Date. If the FHLB of San Francisco fails to announce the Index on
or prior to such Eleventh District Cost of Funds Rate Interest Determination
Date for the calendar month immediately preceding such Eleventh District Cost of
Funds Rate Interest Determination Date, the Eleventh District Cost of Funds Rate
determined as of such Eleventh District Cost of Funds Rate Interest
Determination Date will be the Eleventh District Cost of Funds Rate in effect on
such Eleventh District Cost of Funds Rate Interest Determination Date.

ELEVENTH DISTRICT COST OF FUNDS RATE INTEREST DETERMINATION DATE:

         The term "Eleventh District Cost of Funds Rate Interest Determination
Date" shall mean any Interest Determination Date relating to a Floating Rate
Note for which the interest rate is determined with reference to the Eleventh
District Cost of Funds Rate.

FEDERAL FUNDS RATE:

         The terms "Federal Funds Rate" shall mean, with respect to any Federal
Funds Rate Interest Determination Date, the rate on such date for United States
dollar federal funds as published in H.15(519) under the heading "Federal Funds
(Effective)", as such rate is displayed on Bridge Telerate, Inc. (or any
successor service) on page 120 ("Telerate Page 120"), or, if such rate does not
appear on Telerate Page 120 or is not so published by 3:00 P.M., New York City
time, on the related Calculation Date, the rate on such Federal Funds Rate
Interest Determination Date for United States dollar federal funds as published
in H.15 Daily Update, or such other recognized electronic source used for the
purpose of displaying such rate, under the caption "Federal Funds (Effective)."
If such rate does not appear on Telerate Page 120 or is not yet published in
H.15(519), H.15 Daily Update or another recognized electronic source by 3:00
P.M., New York City time, on the related Calculation Date, then the Federal
Funds Rate on such Federal Funds Rate Interest Determination Date will be
calculated by the Calculation Agent and will be the arithmetic mean of the rates
for the last transaction in overnight United States dollar federal funds
arranged by three leading brokers of federal funds transactions in The City of
New York (which may include the Agents or their affiliates) selected by the
Calculation Agent prior to 9:00 A.M., New York City time, on such Federal Funds
Rate Interest Determination Date; provided, however, that if the brokers so
selected by the Calculation Agent are not quoting as mentioned in this sentence,
the Federal Funds Rate determined as of such Federal Funds Rate Interest
Determination Date will be the Federal Funds Rate in effect on such Federal
Funds Rate Interest Determination Date.


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FEDERAL FUNDS RATE INTEREST DETERMINATION DATE:

         The term "Federal Funds Rate Interest Determination Date" shall mean
any Interest Determination Date relating to a Floating Rate Note for which the
interest rate is determined with reference to the Federal Funds Rate.

FINAL MATURITY DATE:

         The term "Final Maturity Date" shall mean the date beyond which the
Stated Maturity of a particular Note may not be extended at the option of the
Company.

FIXED RATE AMORTIZING NOTE:

         The term "Fixed Rate Amortizing Note" shall mean a Fixed Rate Note
which is an Amortizing Note.

FIXED RATE NOTE:

         The term "Fixed Rate Note" shall mean a Note which bears interest at a
fixed rate (which may be zero in the case of a Zero Coupon Note) specified in
the applicable Company Order.

FLOATING RATE NOTE:

         The term "Floating Rate Note" shall mean a Note which bears interest at
a variable rate determined by reference to an interest rate formula, and
includes a CD Rate Note, a CMT Rate Note, a Commercial Paper Rate Note, an
Eleventh District Cost of Funds Rate Note, a Federal Funds Rate Note, a LIBOR
Note, a Prime Rate Note or a Treasury Rate Note.

FUNDED INDEBTEDNESS:

         The term "Funded Indebtedness" shall mean notes, bonds, debentures or
other similar evidences of indebtedness for money borrowed which by its terms
matures at or is 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 NOTE:

         The term "Global Note" 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.

H.15(519):

         The term "H.15(519)" shall mean the weekly publication "Statistical
Release H.15(519), Selected Interest Rates" or any successor publication
published by the Board of Governors of the Federal Reserve System.


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H.15 DAILY UPDATE:

         The term "H.15 Daily Update" shall mean the daily update of H.15(519),
available through the world-wide-web site of the Board of Governors of the
Federal Reserve System at http://www.bog.frb.fed.us/releases/h15/update, or any
successor site or publication.

HIGHEST LAWFUL RATE:

         The term "Highest Lawful Rate" shall mean at the particular time in
question the maximum rate of interest which, under applicable law, the Holders
are then permitted to charge on the Notes. If the maximum rate of interest
which, under applicable law, the Holders are permitted to charge on the Notes
shall change after the date of this Indenture Supplement, the Highest Lawful
Rate shall be automatically increased or decreased, as the case may be, from
time to time as of the effective time of each change in the Highest Lawful Rate
without notice to the Company. For purposes of determining the Highest Lawful
Rate under the applicable law of the State of Texas, the applicable rate ceiling
shall be (a) the weekly rate ceiling described in and computed in accordance
with the provisions of Articles 5069.1D and 5069.1H.002, Title 79, Revised Civil
Statutes of Texas, 1925, as amended ("Art. 5069.1D") or (b) if the parties
subsequently contract as allowed by applicable law, the quarterly ceiling or the
annualized ceiling computed pursuant to Art. 5069.1D; provided, however, that at
any time the weekly rate ceiling, the quarterly ceiling or the annualized
ceiling shall be less than 18% per annum or more than 24% per annum, the
provisions of Section 1D.009 of said Art. 5069.1D shall control for purposes of
such determination, as applicable.

INDEX MATURITY:

         The term "Index Maturity" of a particular Floating Rate Note shall mean
the period to Stated Maturity of the instrument or obligation with respect to
which the related Interest Rate Basis or Bases of such Floating Rate Note is
calculated, as specified in the applicable Company Order.

INITIAL INTEREST RATE:

         The term "Initial Interest Rate" for a particular Floating Rate Note
shall mean the interest rate specified in the applicable Company Order as in
effect from the Original Issue Date of such Floating Rate Note to its first
Interest Reset Date.

INITIAL REDEMPTION DATE:

         The term "Initial Redemption Date" shall mean the earliest date, if
any, on which a particular Note shall be redeemable at the option of the Company
prior to the Stated Maturity of such Note, as specified in the applicable
Company Order.

INTEREST ACCRUAL PERIOD:

         The term "Interest Accrual Period" for a particular Floating Rate Note
shall mean the period from the date of issue of such Floating Rate Note, or from
an Interest Reset Date, if any, to its next subsequent Interest Reset Date.


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INTEREST DETERMINATION DATE:

         The term "Interest Determination Date" shall mean, with respect to the
CD Rate, the CMT Rate, the Commercial Paper Rate, the Federal Funds Rate and the
Prime Rate, the second Business Day immediately preceding the applicable
Interest Reset Date; the "Interest Determination Date" with respect to the
Eleventh District Cost of Funds Rate shall be the last working day of the month
immediately preceding the applicable Interest Reset Date on which the FHLB of
San Francisco publishes the Index; and the "Interest Determination Date" with
respect to LIBOR shall be the second London Business Day immediately preceding
the applicable Interest Reset Date, unless the Designated LIBOR Currency is
British pounds sterling, in which case the "Interest Determination Date" shall
be the applicable Interest Reset Date. With respect to the Treasury Rate, the
"Interest Determination Date" shall be the day in the week in which the
applicable Interest Reset Date falls on which day Treasury Bills are normally
auctioned (Treasury Bills are normally sold at an auction held on Monday of each
week, unless such Monday is a legal holiday, in which case the auction is
normally held on the immediately succeeding Tuesday although such auction may be
held on the preceding Friday); provided, however, that if an auction is held on
the Friday of the week preceding the applicable Interest Reset Date, the
"Interest Determination Date" shall be such preceding Friday; provided, further,
that if the Interest Determination Date would otherwise fall on an Interest
Reset Date, then such Interest Reset Date shall be postponed to the next
succeeding Business Day. The "Interest Determination Date" pertaining to a
Floating Rate Note the interest rate of which is determined by reference to two
or more Interest Rate Bases shall be the most recent Business Day which is at
least two Business Days prior to the applicable Interest Reset Date for such
Floating Rate Note on which each Interest Rate Basis is determinable. Each
Interest Rate Basis shall be determined as of such date, and the applicable
interest rate shall take effect on the applicable Interest Reset Date.

INTEREST PAYMENT DATE:

         (a) The term "Interest Payment Date" shall mean with respect to a
Floating Rate Note, including a Floating Rate Amortizing Note, which has an
Interest Reset Date reset (1) daily, weekly or monthly: the third Wednesday of
each month or the third Wednesday of March, June, September and December of each
year, as specified in the applicable Company Order, (2) quarterly: the third
Wednesday of March, June, September and December of each year, as specified in
the applicable Company Order, (3) semiannually: the third Wednesday of the two
months of each year, as specified in the applicable Company Order; (4) annually:
the third Wednesday of the month of each year, as specified in the applicable
Company Order, and, in each case, the Maturity Date of such Floating Rate Note
and, with respect to defaulted interest on such Floating Rate Note, the date
established by the Company for the payment of such defaulted interest. If any
Interest Payment Date (other than at Maturity) for any Floating Rate Note would
fall on a day that is not a Business Day with respect to such Floating Rate
Note, such Interest Payment Date will be the immediately following day that is a
Business Day with respect to such Floating Rate Note, except that, in the case
of a LIBOR Note, if such Business Day with respect to such Floating Rate Note is
in the next succeeding calendar month, such Interest Payment Date shall be the
immediately preceding London Business Day.

         (b) The term "Interest Payment Date" shall mean with respect to a Fixed
Rate Note, including a Fixed Rate Amortizing Note, each March 1 and September 1,
or such other dates which are specified in the applicable Company Order during
the period such Fixed Rate Note is outstanding, the Maturity Date of such Fixed
Rate Note, and with respect to defaulted interest on such Fixed Rate Note, the
date established by the Company for the payment of such defaulted interest.


                                       11
<PAGE>   13


         (c) Notwithstanding the foregoing, the first Interest Payment Date for
any Note originally issued between a Record Date and the next Interest Payment
Date shall be the Interest Payment Date following the next succeeding Record
Date.

INTEREST RATE:

         (a) The term "Interest Rate" for a particular Floating Rate Note shall
mean (1) from the date of issue of such Floating Rate Note to the first Interest
Reset Date for such Floating Rate Note, the Initial Interest Rate, and (2) each
Interest Accrual Period commencing on or after such First Interest Reset Date,
the Base Rate with reference to the Index Maturity for such Floating Rate Note
as specified in the applicable Company Order plus or minus the Spread, if any,
multiplied by the Spread Multiplier, if any; PROVIDED that in the event no
Spread or Spread Multiplier is provided in such Company Order, the Spread and
Spread Multiplier shall be zero and one, respectively; PROVIDED, FURTHER, in no
event shall the Interest Rate be greater than the Maximum Interest Rate, if any,
or less than the Minimum Interest Rate, if any; PROVIDED, FURTHER, the Interest
Rate in effect for the ten days immediately prior to Maturity will be the
Interest Rate in effect on the tenth day preceding such Maturity; and PROVIDED,
FURTHER, the Interest Rate will in no event be higher than the maximum rate
permitted by Texas or other applicable law, as the same may be modified by
United States federal laws of general application.

         (b) The term "Interest Rate" for a particular Fixed Rate Note shall
mean the interest rate specified in the applicable Company Order.

INTEREST RATE BASIS:

         The term "Interest Rate Basis" shall mean with respect to (a) CD Rate
Notes, the CD Rate, (b) CMT Rate Notes, the CMT Rate, (c) Commercial Paper Rate
Notes, the Commercial Paper Rate, (d) Eleventh District Cost of Funds Note, the
Eleventh District Cost of Funds Rate, (e) Federal Funds Rate Notes, the Federal
Funds Rate, (f) LIBOR Notes, LIBOR, (g) Prime Rate Notes, the Prime Rate, (h)
Treasury Rate Notes, the Treasury Rate, and (i) any other Floating Rate Note,
the interest rate formula which determines the variable rate at which such Note
bears interest.

INTEREST RESET DATE:

         The term "Interest Reset Date" shall mean, in the case of a Floating
Rate Note specified in the applicable Company Order as being reset (a) daily:
each Business Day; (b) weekly: the Wednesday of each week (with the exception of
weekly reset Treasury Rate Notes which reset the Tuesday of each week, except as
specified below); (c) monthly: the third Wednesday of each month (with the
exception of monthly reset Floating Rate Notes as to which the Eleventh District
Cost of Funds Rate is an applicable Interest Rate Basis which will reset on the
first calendar day of the month); (d) quarterly: the third Wednesday of March,
June, September and December; (e) semiannually: the third Wednesday of the two
months specified in the applicable Company Order; and (f) annually: the third
Wednesday of the month specified in the applicable Company Order. If any
Interest Reset Date for a Floating Rate Note would otherwise be a day which is
not a Business Day, such Interest Reset Date shall be postponed to the next
succeeding day that is a Business Day, except that in the case of a LIBOR Note,
if such Business Day is in the next succeeding calendar month, such Interest
Reset Date shall be the immediately preceding London Business Day. If, in the
case of a Treasury Rate Note, an Interest Reset Date shall fall on a day on
which the Treasury auctions Treasury Bills, then such Interest Reset Date shall
instead be the first Business Day immediately following such auction.


                                       12
<PAGE>   14


INTEREST RESET PERIOD:

         The term "Interest Reset Period" shall mean for:

         (a) each Floating Rate Note on which interest is reset monthly,
quarterly, semiannually or annually, and each Fixed Rate Note, the period:

                  (1) beginning on and including the Original Issue Date of such
         Note or the most recent Interest Payment Date on which interest was
         paid on such Note, and

                  (2) ending on but not including the next Interest Payment Date
         or, for the last Interest Reset Period, the Maturity Date, of such
         Note;

         (b) each Floating Rate Note on which interest is reset daily or weekly,
the period:

                  (1) beginning on and including the Original Issue Date of such
         Floating Rate Note, or beginning on but excluding the most recent
         Record Date through which interest was paid on such Note, and

                  (2) ending on and including the next Record Date or, for the
         last Interest Reset Period, ending on but excluding the Maturity Date,
         of such Note;

PROVIDED, HOWEVER, that the first Interest Reset Period for any Note which has
its Original Issue date after a Record Date and prior to its next Interest
Payment Date, shall begin on and include such Original Issue Date and (i) end on
and include the next Record Date for Floating Rate Notes on which interest is
reset daily or weekly, and (ii) end on but not include the second Interest
Payment Date after the Original Issue Date for all other Notes.

ISSUE PRICE:

         The term "Issue Price" shall mean the price expressed as a percentage
of the aggregate principal amount of a Note at which such Note is issued.

LIBOR:

         The term "LIBOR," unless otherwise indicated in the applicable Company
Order, shall mean, with respect to any LIBOR Interest Determination Date, the
rate determined:

                   (i) With respect to any LIBOR Interest Determination Date,
         LIBOR shall be either: (a) if "LIBOR Telerate" is specified in the
         applicable Company Order or if neither "LIBOR Reuters" nor "LIBOR
         Telerate" is specified in the applicable Company Order as the method
         for calculating LIBOR, the rate for deposits in the Designated LIBOR
         Currency having the Index Maturity specified in such Company Order,
         commencing on such Interest Reset Date, that appears on the Designated
         LIBOR Page as of 11:00 A.M., London time, on such LIBOR Interest
         Determination Date; or (b) if "LIBOR Reuters" is specified in the
         applicable Pricing Supplement, the arithmetic mean of the offered rates
         (unless the Designated LIBOR Page by its terms provides only for a
         single rate, in which case such single rate shall be used) for deposits
         in the Designated LIBOR Currency having the Index Maturity specified in
         such Pricing Supplement, commencing on the applicable Interest Reset
         Date, that appear (or, if only a single rate is required as aforesaid,
         appears) on the Designated LIBOR Page as of 11:00 A.M., London


                                       13
<PAGE>   15


         time, on such LIBOR Interest Determination Date. If fewer than two such
         offered rates so appear, or if no such rate so appears, as applicable,
         LIBOR on such LIBOR Interest Determination Date shall be determined in
         accordance with the provisions described in clause (ii) below.

                  (ii) With respect to a LIBOR Interest Determination Date on
         which fewer than two offered rates appear, or no rate appears, as the
         case may be, on the Designated LIBOR Page as specified in clause (i)
         above, the Calculation Agent will request the principal London offices
         of each of four major reference banks (which may include affiliates of
         the Agents) in the London interbank market, as selected by the
         Calculation Agent, to provide the Calculation Agent with its offered
         quotation for deposits in the Designated LIBOR Currency for the period
         of the Index Maturity specified in the applicable Pricing Supplement,
         commencing on the applicable Interest Reset Date, to prime banks in the
         London interbank market at approximately 11:00 A.M., London time, on
         such LIBOR Interest Determination Date and in a principal amount that
         is representative for a single transaction in the Designated LIBOR
         Currency in such market at such time. If at least two such quotations
         are so provided, then LIBOR on such LIBOR Interest Determination Date
         shall be the arithmetic mean of such quotations. If fewer than two such
         quotations are so provided, then LIBOR on such LIBOR Interest
         Determination Date shall be the arithmetic mean of the rates quoted at
         approximately 11:00 A.M., in the applicable Principal Financial Center,
         on such LIBOR Interest Determination Date by three major banks (which
         may include affiliates of the Agents) in such Principal Financial
         Center selected by the Calculation Agent for loans in the Designated
         LIBOR Currency to leading European banks, having the Index Maturity
         specified in the applicable Company Order and in a principal amount
         that is representative for a single transaction in the Designated LIBOR
         Currency in such market at such time; provided, however, that if the
         banks so selected by the Calculation Agent are not quoting as mentioned
         in this sentence, LIBOR determined as of such LIBOR Interest
         Determination Date shall be LIBOR in effect on such LIBOR Interest
         Determination Date.

LIBOR INTEREST DETERMINATION DATE:

         The term "LIBOR Interest Determination Date" shall mean any Interest
Determination Date relating to a LIBOR Note.

LIBOR NOTES:

         The term "LIBOR Notes" shall mean Floating Rate Notes which are
specified in the applicable Company Order as bearing interest at an interest
rate calculated with reference to LIBOR.

LONDON BUSINESS DAY:

         The term "London Business Day" shall mean any day on which dealings in
the Designated LIBOR Currency are transacted in the London interbank market.

MATURITY DATE:

         The term "Maturity Date," when used with respect to any Note, shall
mean the date on which the principal of such Note or an installment of principal
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, repayment at the option of the
Holder or otherwise.


                                       14
<PAGE>   16


MAXIMUM INTEREST RATE:

         The term "Maximum Interest Rate" shall mean the maximum rate of
interest, if any, which may be applicable to any Floating Rate Note during any
Interest Accrual Period as specified in the applicable Company Order.

MINIMUM INTEREST RATE:

         The term "Minimum Interest Rate" shall mean the minimum rate of
interest, if any, which may be applicable to any Floating Rate Note during any
Interest Accrual Period as specified in the applicable Company Order.

MONEY MARKET YIELD:

         The term "Money Market Yield" shall be the yield (expressed as a
percentage) calculated in accordance with the following formula:

                  Money Market Yield = [(D x 360)/(360 - (D x M))] x 100

where "D" refers to the applicable per annum rate for commercial paper quoted on
a bank discount basis and expressed as a decimal, and "M" refers to the actual
number of days in the applicable Interest Reset Period.

NOTEHOLDER; HOLDER:

         The terms "Noteholder" or "Holder" shall mean any Person in whose name
at the time a particular Note is registered in the register of the Company kept
for that purpose in accordance with the terms hereof.

OFFICERS' CERTIFICATE:

         The term "Officers' Certificate" when used with respect to the Company,
shall mean a certificate signed by the Chairman of the Board, the President or
any Vice President and by the Secretary or an Assistant Secretary of the
Company.

OPTIONAL INTEREST RESET DATE:

         The term "Optional Interest Reset Date" shall mean each date on which
the interest rate on a Fixed Rate Reset Note or the Spread and/or Spread
Multiplier of a Floating Rate Reset Note may be reset at the option of the
Company.

ORIGINAL ISSUE DATE:

         The term "Original Issue Date" shall mean for a particular Note, or
portions thereof, the date upon which it, or such portion, was issued by the
Company pursuant to this Indenture or any indenture supplemental thereto and
authenticated by the Trustee (other than in connection with a transfer, exchange
or substitution).


                                       15
<PAGE>   17


ORIGINAL ISSUE DISCOUNT NOTE:

         The term "Original Issue Discount Note" shall mean (i) a Note that has
a "stated redemption price at maturity" that exceeds its "issue price", each as
defined for United States federal income tax purposes, by at least 0.25% of its
stated redemption price at maturity multiplied by the number of complete years
from the Original Issue Date to the Stated Maturity for such Note (or in the
case of a Note that provides for payment of any amount other than the "qualified
stated interest", as defined for United States federal income tax purposes,
prior to maturity, the weighted average maturity of the Note) and (ii) any other
Note designated by the Company in the applicable Company Order as issued with
original issue discount for United States federal income tax purposes.

PERSON:

         The term "Person" shall mean any individual, corporation, partnership,
joint venture, association, joint-stock company, trust, unincorporated
organization or government or any agency or political subdivision thereof.

PRIME RATE:

         The term "Prime Rate" for a particular Floating Rate Note, unless
otherwise indicated in the applicable Company Order, shall mean, with respect to
any Prime Rate Interest Determination Date, the rate on such date as published
in H.15(519) under the caption "Bank Prime Loan" or, if not published by 3:00
P.M., New York City time, on the related Calculation Date, the rate on such
Prime Rate Interest Determination Date as published in H.15 Daily Update, or
such other recognized electronic source used for the purpose of displaying such
rate, under the caption "Bank Prime Loan." If such rate is not yet published in
H.15(519), H.15 Daily Update or another recognized electronic source by 3:00
P.M., New York City time, on the related Calculation Date, then the Prime Rate
shall be the arithmetic mean of the rates of interest publicly announced by each
bank that appears on the Reuters Screen USPRIME1 Page (as hereinafter defined)
as such bank's prime rate or base lending rate as of 11:00 A.M., New York City
time, on such Prime Rate Interest Determination Date. If fewer than four such
rates appear on the Reuters Screen USPRIME1 Page for such Prime Rate Interest
Determination Date, then the Prime Rate shall be the arithmetic mean of the
prime rates or base lending rates quoted on the basis of the actual number of
days in the year divided by a 360-day year as of the close of business on such
Prime Rate Interest Determination Date by four major money center banks (which
may include affiliates of the Agents) in The City of New York selected by the
Calculation Agent. If fewer than four such quotations are so provided, then the
Prime Rate shall be the arithmetic mean of four prime rates quoted on the basis
of the actual number of days in the year divided by a 360-day year as of the
close of business on such Prime Rate Interest Determination Date as furnished in
The City of New York by the major money center banks, if any, that have provided
such quotations and by a reasonable number of substitute banks or trust
companies (which may include affiliates of the Agents) to obtain four such prime
rate quotations, provided such substitute banks or trust companies are organized
and doing business under the laws of the United States, or any State thereof,
each having total equity capital of at least $500 million and being subject to
supervision or examination by Federal or State authority, selected by the
Calculation Agent to provide such rate or rates; provided, however, that if the
banks or trust companies so selected by the Calculation Agent are not quoting as
mentioned in this sentence, the Prime Rate determined as of such Prime Rate
Interest Determination Date will be the Prime Rate in effect on such Prime Rate
Interest Determination Date.


                                       16
<PAGE>   18


PRIME RATE NOTES:

         The term "Prime Rate Notes" shall mean Floating Rate Notes which are
specified in the applicable Company Order as bearing interest at an interest
rate calculated with reference to the Prime Rate.

PRINCIPAL AMOUNT:

         The term "principal amount" with respect to any Note shall mean the
principal amount thereof set forth in the applicable Company Order; PROVIDED
that in the case of any Original Issue Discount Note, its principal amount as of
(i) any date that the principal amount of such Note is to be repaid prior to its
Stated Maturity, whether upon declaration of acceleration, call for redemption,
repayment at the option of the Noteholder or otherwise, or (ii) any date that
any consent, notice, request, direction, waiver or suit by the Noteholders shall
be deemed to be given, made or commenced under this Indenture, such term shall
mean the Amortized Face Amount of such Note as of such date.

PRINCIPAL FINANCIAL CENTER:

         The term "Principal Financial Center" shall mean the capital city of
the country to which the Designated LIBOR Currency relates (or, in the case of
EUR, Luxembourg and London), except that with respect to United States dollars,
Australian dollars, Canadian dollars, Deutsche marks, Dutch guilders, Portuguese
escudos, South African rand and Swiss francs, the "Principal Financial Center"
shall be The City of New York, Sydney, Toronto, Frankfurt, Amsterdam, London,
Johannesburg and Zurich, respectively.

RECORD DATE:

         The term "Record Date" shall mean for the Interest Payment Date for the
payment of interest for an Interest Reset Period for a particular Note, unless
otherwise specified in the applicable Company Order, (a) the day which is
fifteen calendar days immediately prior to such Interest Payment Date, whether
or not such day is a Business Day, (b) the Maturity Date of such Note, unless
such Maturity Date for a Fixed Rate Note is a January 1 or a July 1, in which
event the Record Date will be as provided in clause (a), and (c) a date which is
not less than five Business 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 Interest Payment Date.

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.

RESET NOTE:

         The term "Reset Note" shall mean a Fixed Rate Note, with respect to
which the Company has the option to reset the interest rate, and a Floating Rate
Note, with respect to which the Company has the option to reset the Spread
and/or Spread Multiplier.


                                       17
<PAGE>   19


REUTERS SCREEN USPRIME1 PAGE:

         The term "Reuters Screen USPRIME1" shall mean the display designated as
page "USPRIME1" on the Reuters Monitor Money Rate Service (or such other page
which may replace the USPRIME1 page on such service) for the purpose of
displaying the prime rate or base lending rate of major United States banks.

SPREAD:

         The term "Spread" applicable to a particular Floating Rate Note shall
mean the number of Basis Points to be added to or subtracted from the related
Interest Rate Basis or Bases applicable to such Floating Rate Note as specified
in the applicable Company Order, used in the calculation of the Interest Rate
for such Floating Rate Note.

SPREAD MULTIPLIER:

         The term "Spread Multiplier" applicable to a particular Floating Rate
Note shall mean the percentage of the related Interest Rate Basis or Bases
applicable to such Floating Rate Note as specified in the applicable Company
Order, used in the calculation of the Interest Rate for such Floating Rate Note.

STATED MATURITY:

         The term "Stated Maturity," when used with respect to any Note, shall
mean the date specified in such Note as the date on which the principal of such
Note is due and payable.

TREASURY:

         The term "Treasury" shall mean the United States Department of the
Treasury.

TREASURY BILLS:

         The term "Treasury Bills" shall mean direct obligations of the United
States.

TREASURY RATE:

         The term "Treasury Rate" for a particular Floating Rate Note, unless
otherwise indicated in the applicable Company Order, shall mean, with respect to
any Treasury Rate Interest Determination Date, the rate from the auction held on
such Treasury Rate Interest Determination Date (the "Auction") of Treasury Bills
having the Index Maturity specified in the applicable Company Order under the
caption "INVESTMENT RATE" on the display on Bridge Telerate, Inc. (or any
successor service) on page 56 ("Telerate Page 56") or page 57 ("Telerate Page
57") or, if not so published by 3:00 P.M., New York City time, on the related
Calculation Date, the auction average rate of such Treasury Bills (expressed as
a bond equivalent on the basis of a year of 365 or 366 days, as applicable, and
applied on a daily basis) as otherwise announced by the United States Department
of the Treasury. In the event that the results of the Auction of Treasury Bills
having the Index Maturity specified in the applicable Company Order are not so
published by 3:00 P.M., New York City time, on the related Calculation Date, or
if no such Auction is held, then the Treasury Rate shall be the rate (expressed
as a bond equivalent on the basis of a year of 365 or 366 days, as applicable,
and applied on a daily basis) on such Treasury Rate Interest Determination Date
of Treasury Bills having the Index Maturity specified in the applicable Company


                                       18
<PAGE>   20


Order as published in H.15(519) under the caption "U.S. Government
Securities/Treasury Bills/Auction High" or, if not yet published by 3:00 P.M.,
New York City time, on the related Calculation Date, the rate on such Treasury
Rate Interest Determination Date of such Treasury Bills as published in H.15
Daily Update, or such other recognized electronic source used for the purpose of
displaying such rate, under the caption "U.S. Government Securities/Treasury
Bills/Auction High." If such rate is not yet published in H.15(519), H.15 Daily
Update or another recognized electronic source, then the Treasury Rate shall be
calculated by the Calculation Agent and shall be a yield to maturity (expressed
as a bond equivalent on the basis of a year of 365 or 366 days, as applicable,
and applied on a daily basis) of the arithmetic mean of the secondary market bid
rates, as of approximately 3:30 P.M., New York City time, on such Treasury Rate
Interest Determination Date, of three leading primary United States government
securities dealers (which may include the Agents or their affiliates) selected
by the Calculation Agent, for the issue of Treasury Bills with a remaining
maturity closest to the Index Maturity specified in the applicable Company
Order; provided, however, that if the dealers so selected by the Calculation
Agent are not quoting as mentioned in this sentence, the Treasury Rate
determined as of such Treasury Rate Interest Determination Date shall be the
Treasury Rate in effect on such Treasury Rate Interest Determination Date.

TREASURY RATE NOTES:

         The term "Treasury Rate Notes" shall mean Floating Rate Notes which are
specified in the applicable Company Order as bearing interest at an interest
rate calculated with reference to the Treasury Rate.

TRUSTEE:

         The term "Trustee" shall mean The Chase Manhattan Bank and shall also
include any successor Trustee.

YIELD TO MATURITY:

         The term "Yield to Maturity" shall mean for a particular Note the yield
to maturity of such Note, computed in accordance with generally accepted United
States bond yield computation principles and expressed as a percentage,
specified in the applicable Company Order.

ZERO COUPON NOTE:

         The term "Zero Coupon Note" means a Note issued at a price representing
a discount from the principal amount payable at maturity and bearing a zero
fixed rate of interest.

                                   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 "Medium-Term Notes, Series
D" shall be executed, authenticated and delivered from time to time 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 Notes set forth in Exhibits A and B). The aggregate
principal amount of the Notes which may be authenticated and delivered under the
Indenture Supplement shall not, except as permitted by the provisions of the
Indenture, exceed $150,000,000.


                                       19
<PAGE>   21


         Section 2.02. Form and Other Terms of Notes; Incorporation of Terms.
(a) Subject to subsection (b) below, the Notes shall be in the form attached
hereto as Exhibits A and B, respectively. The Notes shall be registered in such
names, shall be in such amounts and shall have such Original Issue Dates,
Interest Rates, Maturity Dates, Redemption Dates, if any, Initial Redemption
Percentages, if any, and Annual Redemption Percentage Reductions, if any, and
such other terms as are communicated by the Company to the Trustee in accordance
with the Administrative Procedures described in the Distribution Agreement,
dated November 17, 2000, between the Company and the agents named therein. The
terms of such Notes are herein incorporated by reference and are part of this
Indenture Supplement.

         (b) Any Note may be issued without the consent of the Holders of any
Notes in any such other form or forms and have such other term or terms that may
be established consistent with the Indenture and this Indenture Supplement,
including, but not limited to, Notes denominated in a foreign currency ("Foreign
Currency Notes"), and Notes that initially bear interest at a fixed rate or
floating rate through a certain date and then bear interest as established by a
remarketing agent for either a period of 365 days or less or a period of more
than 365 days ("Remarketed Notes").

         Section 2.03. Depository for Global Securities. The Depositary for any
Global Securities of the series of which this Note is a part shall be the
Depository Trust Company in The City of New York.

         Section 2.04. Place 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, 15th Floor, New York, New York 10001.

                                  ARTICLE THREE
                              ADDITIONAL COVENANTS

         Section 3.01. Limitation on Liens. The following provisions shall apply
to the Notes unless specifically otherwise provided in a series supplement.

         (a) The Company will not itself, and will not permit any subsidiary
(other than Centex Financial Services, Inc. and its subsidiaries) to, issue,
assume or guarantee any indebtedness for borrowed money 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") upon 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 property 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 shall be 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;

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


                                       20
<PAGE>   22


                  (iii) Any Lien on any 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;

                  (iv) Any Lien on any 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 is
         merged or consolidated with or into the Company or a subsidiary;

                  (v) Any Lien on any asset existing at the time of acquisition
         thereof (or on any accession or improvement to such asset or any
         proceeds thereof) by the Company or any subsidiary;

                  (vi) Any Lien on any asset (or on any accession or improvement
         to such 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 asset or the making of any improvement thereof; provided
         that such Lien attaches to such asset concurrently with or within 180
         days after the acquisition thereof or the making of such improvement;

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

                  (viii) Any Lien arising out of the refinancing, extension,
         renewal or replacement of any of the Liens permitted by any of clauses
         (i) through (vii) above; provided that such Indebtedness is not
         increased and is not secured by any additional assets; and

                  (ix) any Lien imposed by law.

         (b) Notwithstanding the provisions of subsection (a) of this Section
3.01, the Company or any subsidiary may issue, assume or guarantee indebtedness
for borrowed money 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).

         Section 3.02. Limitation on Sale and Lease-Back Transactions. The
Company will not, nor will it permit any subsidiary 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 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 so leased, (b) the Company or such subsidiary would


                                       21
<PAGE>   23


be entitled to incur Indebtedness secured by a Lien on the property 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 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 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.

         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:


                                       22
<PAGE>   24


                  (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 or
         sinking funds 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 and said sinking fund 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.

         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 Section 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. 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 5.03. Effect of Headings. The article and section headings
herein are included for convenience only and shall not affect the construction
hereof.

         Section 5.04. 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.


                                       23
<PAGE>   25


         Section 5.05. Severability. In case any provision of this Indenture
Supplement or in the Senior 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 5.06. 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 hereto and their successors hereunder and the
Holders, any benefit or any legal or equitable right, remedy or claim under this
Indenture Supplement.

         Section 5.07. Acceptance of Trusts. The Chase Manhattan Bank hereby
accepts the trusts in this Indenture Supplement declared and provided, upon the
terms and conditions herein and in the Indenture set forth.

         Section 5.08. 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.

         Section 5.09. Compliance with Law. It is the intent of the Company and
the Holders of the Notes to conform to and contract in strict compliance with
applicable usury law from time to time in effect. All agreements between the
Holders of the Notes and the Company are hereby limited by the provisions of
this Section 5.09 which shall override and control all such agreements, whether
now existing or hereafter arising and whether written or oral. In no way, nor in
any event or contingency (including but not limited to prepayment, default,
demand for payment, or acceleration of the maturity of any obligation), shall
the interest taken, reserved, contracted for, charged or received under this
Indenture Supplement or the Notes or otherwise, exceed the Highest Lawful Rate.
If, from any possible construction of any document, interest would otherwise be
payable in excess of the Highest Lawful Rate, any such construction shall be
subject to the provisions of this Section 5.09 and such document shall be
automatically reformed and the interest payable shall be automatically reduced
to the Highest Lawful Rate, without the necessity of execution of any amendment
or new document. If the Holders shall ever receive anything of value which is
characterized as interest under applicable law and which would apart from this
provision be in excess of the Highest Lawful Rate, an amount equal to the amount
which would have been excessive interest shall, without penalty, be applied to
the reduction of the principal amount owing on the Notes in the inverse order of
its maturity and not to the payment of interest, or refunded to the Company if
and to the extent such amount which would have been excessive exceeds such
unpaid principal. The right to accelerate the maturity of the Notes does not
include the right to accelerate any interest which has not otherwise accrued on
the date of such acceleration, and the Holders do not intend to charge or
receive any unearned interest in the event of acceleration. All interest paid or
agreed to be paid to the Holders shall, to the extent permitted by applicable
law, be amortized, prorated, allocated and spread throughout the full stated
term (including any renewal or extension) of the Notes so that the amount of
interest on account of the Notes does not exceed the Highest Lawful Rate.


                  [Remainder of page intentionally left blank.]




                                       24
<PAGE>   26


         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]

Attest:                              By: /s/ VICKI A. ROBERTS
                                         --------------------------------
                                         Vicki A. Roberts
                                         Vice President and Treasurer

/s/ PAUL JOHNSTON
--------------------------------
Paul Johnston
Assistant Secretary


                                     THE CHASE MANHATTAN BANK, as Trustee

[SEAL]

Attest:                              By: /s/ JOHN G. JONES
                                         --------------------------------
                                         Name: John G. Jones
                                         Title: Vice President

/s/ DENNIS J. ROEMLEIN
--------------------------------
Name: DENNIS J. ROEMLEIN
Title: VICE PRESIDENT








<PAGE>   27


STATE OF TEXAS             )
                           )
COUNTY OF DALLAS           )

        BEFORE ME, the undersigned authority, a Notary Public in and for said
state, on this day personally appeared Vicki A. Roberts and Paul Johnston, 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 17th day of November, 2000.

                                     /s/ KATHLEEN MCCAMEY
                                     -------------------------------------------
                                     Notary Public in and for the State of Texas

                                     Kathleen McCamey
My commission expires:               -------------------------------------------
                                     Printed Name of Notary Public
November 4, 2002
-----------------------------------

[Notary Stamp]



STATE OF TEXAS               )
                             )
COUNTY OF HARRIS             )

        BEFORE ME, the undersigned authority, a Notary Public in and for said
state, on this day personally appeared John G. Jones and Dennis J. Roemlein,
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 THE CHASE MANHATTAN BANK, a New York banking corporation, and that they
executed the same as the act of said national banking association for the
purposes and consideration therein expressed, and in the capacity therein
stated.

        GIVEN UNDER MY HAND AND SEAL OF OFFICE, this 17th day of November, 2000.

                                     /s/ VIRGINIA RIOS-RAMIREZ
                                     -------------------------------------------
                                     Notary Public in and for the State of Texas

                                     Virginia Rios-Ramirez
My commission expires:               -------------------------------------------
                                     Printed Name of Notary Public

Oct 23, 2001
-----------------------------------

[Notary Stamp]
<PAGE>   28
                                                                       EXHIBIT A

                          GLOBAL SENIOR FIXED RATE NOTE

REGISTERED                                                      PRINCIPAL AMOUNT
NO. ______                                                            $_________

                               CENTEX CORPORATION
                        Senior Medium-Term Note, Series D
                                   Fixed Rate

         Unless this Senior 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 Centex Corporation, a Nevada corporation (herein called the
"Company," which term includes any successor person under the Indenture referred
to on the reverse hereof), or its agent for registration of transfer, exchange
or payment, and any Senior 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 it is exchanged in whole or in part for Senior Notes
in certificated form, this Senior Note may not be transferred except as a whole
by DTC to a nominee of DTC or by a nominee of DTC to DTC or another nominee of
DTC or by DTC or any such nominee to a successor of DTC or a nominee of such
successor of DTC.

         The following summary of terms is subject to the provisions set forth
below:


<TABLE>
<S>                       <C>       <C>       <C>                                 <C>       <C>
CUSIP No.:                                    OPTION TO ELECT REPAYMENT:          [ ] Yes   [ ] No

ORIGINAL ISSUE DATE(S):                       OPTIONAL REPAYMENT DATE:            [ ] Yes   [ ] No

PRINCIPAL AMOUNT:                             CURRENCY:

STATED MATURITY DATE:                         OPTIONAL INTEREST RESET:            [ ] Yes   [ ] No

INTEREST RATE:                                OPTIONAL INTEREST RESET
                                              DATES:

INTEREST PAYMENT DATES:                       ORIGINAL ISSUE DISCOUNT NOTE:       [ ] Yes   [ ] No

RECORD DATES:                                 ISSUE PRICE (percentage of
                                              principal):

OPTIONAL REDEMPTION:      [ ] Yes   [ ] No    YIELD TO MATURITY:

INITIAL REDEMPTION DATE:

AMORTIZING NOTE:          [ ] Yes   [ ] No    ANNEX ATTACHED (and
                                              incorporated by reference herein):  [ ] Yes   [ ] No

AUTHORIZED DENOMINATION:                      OTHER/ADDITIONAL
                                              PROVISIONS:
   [ ] $1,000 and integral multiples thereof
   [ ] Other:
</TABLE>



<PAGE>   29


         The Company, for value received, hereby promises to pay to Cede & Co.,
or registered assigns, the principal sum specified above, in such coin or
currency of the ________________ as at the time of payment is legal tender for
payment of public and private debts, on the Maturity Date specified above and to
pay interest thereon, in such coin or currency, from and including the Original
Issue Date (or if this Global Senior Note has two or more Original Issue Dates,
interest shall, beginning on each such Original Issue Date, begin to accrue for
that part of the principal amount to which such Original Issue Date is
applicable) specified above, or from and including the most recent Interest
Payment Date specified above to which interest has been paid or duly provided
for, as the case may be. Interest shall be paid in arrears semiannually on each
Interest Payment Date in each year commencing on (a) the first such Interest
Payment Date next succeeding the earliest Original Issue Date or Dates, or (b)
if such Original Issue Date is after a Record Date and prior to the first
Interest Payment Date, on the second Interest Payment Date, at a rate per annum
from time to time equal to the lesser of (i) the Highest Lawful Rate (as defined
in the Indenture) or (ii) the per annum Interest Rate set forth above until
Maturity and 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 Senior Note is registered at the close of business on the Record Date
specified above next preceding such Interest Payment Date; PROVIDED, HOWEVER,
that if an Original Issue Date falls between a Record Date and the next Interest
Payment Date, the first payment of interest with respect to such Original Issue
Date will be made on the second Interest Payment Date subsequent to such
Original Issue Date to the Person in whose name this Senior Note is registered
at the close of business on the Record Date for such second Interest Payment
Date; and PROVIDED, FURTHER, 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 Record Date and shall be paid to the Person in
whose name this Senior Note is registered at the close of business on a Record
Date for the payment of such defaulted interest to be fixed by the Company,
notice whereof shall be given to Senior Noteholders not less than fifteen
calendar days prior to such Record Date. Payment of the principal of and any
premium and interest on this Senior Note shall be made on or before 10:30 A.M.,
New York City time or such other time as shall be agreed upon between the
Trustee and the Depositary, on the day on which such payment is due, by wire
transfer into the account specified by the Depositary; PROVIDED, HOWEVER, that
as a condition to the payment at the Maturity Date of any part of the principal
and any applicable premium of this Global Senior Note, the Depositary shall
surrender, or cause to be surrendered, this Global Senior Note to the Trustee.
The Company will pay any administrative costs imposed by banks in connection
with making payments by wire transfer, but not any tax, assessment or
governmental charge imposed on the Holder of this Senior Note.

         Under certain circumstances, this Global Senior Note is exchangeable in
whole or from time to time in part for a definitive individual Senior Note or
Senior Notes, with the same Original Issue Date or Dates, Maturity Date,
Interest Rate and redemption and other provisions as provided herein or in the
Indenture.

         The Indenture and the Senior 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 GLOBAL
SENIOR 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 signature of an
authorized signatory, this Senior Note shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.


                                       2
<PAGE>   30


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

Dated:

                                            CENTEX CORPORATION

[SEAL]
                                            By:
                                               -----------------------------
                                                Vicki A. Roberts
                                                Vice President and Treasurer

ATTEST:

----------------------------------------
Paul Johnston
Assistant Secretary

TRUSTEE'S CERTIFICATE
    OF AUTHENTICATION

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

THE CHASE MANHATTAN BANK, as Trustee


By:
   -------------------------------------
   Authorized Signatory










                                       3
<PAGE>   31


                   [REVERSE OF GLOBAL SENIOR FIXED RATE NOTE]

                               CENTEX CORPORATION
                  SENIOR FIXED RATE MEDIUM-TERM NOTE, SERIES D

         This Global Senior Note is one of, and a global security which
represents Senior Notes which are part of, a duly authorized issue of Senior
Debt Securities of the Company (herein called the "Senior Notes"), issued and to
be issued in one or more Series under an Indenture dated as of October 1, 1998
(herein called the "Senior Indenture") between the Company and The Chase
Manhattan Bank (formerly, Chase Bank of Texas, National Association), as Trustee
(herein called the "Trustee," which term includes any successor Trustee under
the Senior Indenture), to which Senior Indenture and all indentures supplemental
thereto (including the Indenture Supplement dated as of November 17, 2000 which
authorizes the Senior 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 Senior Noteholders, and of the terms upon which
the Senior Notes are, and are to be, authenticated and delivered. All terms used
in this Senior Note which are defined in the Senior Indenture or in any
indenture supplemental thereto but are not defined in this Senior Note shall
have the meanings assigned to them in the Senior Indenture or in any indenture
supplemental thereto.

         Each Senior Note shall be dated the date of its authentication by the
Trustee. Each Senior Note shall also bear an Original Issue Date or Dates which
with respect to this Global Senior Note (or any portion thereof) shall mean the
date or dates of the original issue of the Senior Notes represented hereby as
specified on the face hereof, and such Original Issue Date or Dates shall remain
the same for all Senior Notes subsequently issued upon transfer, exchange or
substitution of such original Senior Note (or such subsequently issued Senior
Notes) regardless of their dates of authentication. The Senior Notes may bear
different dates, mature at different times, bear interest at different rates, be
subject to different redemption provisions, if any, and may otherwise vary, all
as provided in the Senior Indenture.

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

         Interest on this Senior Note will be payable on the Interest Payment
Date or Interest Payment Dates as specified on the face hereof and, in either
case, at Maturity. Unless otherwise specified on the face hereof, payments on
this Senior Note with respect to any particular Interest Payment Date or the
Maturity Date will include interest accrued from and including the applicable
Original Issue Date, 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 Senior
Note will be computed and paid on the basis of a 360-day year of twelve 30-day
months.

         Unless otherwise specified on the face hereof or the Company Order, if
this Senior Note is an Amortizing Note, payments with respect to this Senior
Note will be applied first to interest due and payable hereon and then to the
reduction of the unpaid principal amount hereof. If this Senior Note is an
Amortizing Note, a table setting forth the schedule of dates and amounts of
payments of principal of and interest on this Senior Note or the formula for the
amortization of principal and/or interest is set forth in an annex attached to
this Senior Note.

         All percentages resulting from any calculation with respect to this
Senior Note will be rounded, if necessary, to the nearest one hundred-thousandth
of a percentage point (with five one-millionths of a percentage point rounded
upward) and all dollar or foreign or composite currency amounts used in or
resulting from any such calculation with respect to this Senior Note will be
rounded, in the case of United States dollars, to the nearest cent or, in the
case of a foreign or composite currency, to the nearest unit (with one-half cent
or unit being rounded upward).

         If an Interest Payment Date or the Maturity Date for this Senior 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 Senior 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


                                       4
<PAGE>   32


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.

         This Senior Note will be redeemable at the option of the Company prior
to its Stated Maturity Date only if an Initial Redemption Date is specified on
the face hereof. If so specified, this Senior Note will be subject to redemption
at the option of the Company on any date on and after such Initial Redemption
Date in whole or from time to time in part in increments of $1,000 or any other
integral multiple thereof, at the redemption prices specified in an annex
attached to this Senior Note, plus accrued and unpaid interest to but excluding
the date of redemption, but payments due with respect to this Senior Note prior
to the date of redemption will be payable to the Holder of this Senior Note of
record at the close of business on the relevant Record Date specified on the
face hereof, all as provided in the Senior Indenture. Notice of such redemption
shall be given by mailing by first-class mail a notice of such redemption not
less than 20 nor more than 60 calendar days prior to the date fixed for
redemption to the Holder of this Senior Note, in accordance with the provisions
of the Senior Indenture. In the event of redemption of this Senior Note in part
only, this Senior Note will be canceled and a new Senior Note or Senior Notes
representing the unredeemed portion hereof will be issued in the name of the
Holder hereof. This Senior Note is not subject to a sinking fund unless
otherwise specified in an annex attached hereto.

         If so specified on the face of this Senior Note, (i) this Senior Note
shall be subject to repayment, in whole or in part, prior to the Stated Maturity
Date at the option of the Holder on a certain date or dates and at a certain
price or prices, plus accrued and unpaid interest to but excluding the date of
payment; and/or (ii) the Interest Rate specified on the face hereof may be reset
by the Company in accordance with a formula or otherwise on the Optional
Interest Reset Date or Dates specified on the face hereof.

         Notwithstanding anything herein to the contrary, if this Senior Note is
an Original Issue Discount Note as specified on the face hereof, the amount
payable in the event the principal amount hereof is declared to be due and
payable immediately by reason of an Event of Default or in the event of
redemption or repayment hereof prior to the Stated Maturity hereof, in lieu of
the principal amount due at the Stated Maturity hereof, shall be the Amortized
Face Amount of this Senior Note as of the date of declaration, redemption or
repayment, as the case may be. The "Amortized Face Amount" of this Senior Note
shall be the amount equal to the principal amount of this Senior Note multiplied
by the Issue Price specified on the face hereof plus (b) the portion of the
difference between the dollar amount thus obtained and the principal amount
hereof that has accreted at the Yield to Maturity specified on the face hereof
(computed in accordance with generally accepted United States bond yield
computation principles) to such date of declaration, redemption or repayment but
in no event shall the Amortized Face Amount of this Senior Note exceed the
principal amount stated on the face hereof.

         In case an Event of Default shall have occurred and be continuing with
respect to the Senior 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 Senior Indenture. The Senior 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 Senior
Notes then outstanding. An Event of Default with respect to the Senior Debt
Security of any other Series issued under the Senior Indenture, including the
failure to make any payment of principal or interest with respect thereto when
and as due, will not be an Event of Default with respect to the Senior Notes.

         The Senior Indenture 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 Senior Notes at the time outstanding,
evidenced as in the Senior Indenture provided, to execute supplemental
indentures adding any provisions to or changing in any manner or eliminating any
of the provisions of the Senior Indenture or of any supplemental indenture or
modifying in any manner the rights of the Holders of the Senior Notes; PROVIDED,
HOWEVER, that no such supplemental indenture shall (i) extend the fixed maturity
of any Senior 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 Senior Note
so affected, or (ii) reduce the aforesaid percentage of Senior Notes, the
consent of the Holders of which is required for any such supplemental indenture,
without the consent of the Holders of all Senior Notes then outstanding. It is
also provided in the Senior Indenture that the Holders of a majority in
aggregate principal amount of the Senior Notes at the time outstanding may on
behalf of the Holders of all the Senior Notes waive any past default under the
Senior Indenture and its consequences, except a default in the payment of the
principal of or premium, if any, or interest on any of the Senior


                                       5
<PAGE>   33


Notes. Any such consent or waiver by the Holder of this Global Senior Note
(unless revoked as provided in the Senior Indenture) shall be conclusive and
binding upon such Holder and upon all future Holders and owners of this Global
Senior Note and of any Senior Note issued in exchange or substitution herefor,
whether or not any notation of such consent or waiver is made upon this Global
Senior Note.

         As set forth in, and subject to, the provisions of the Senior
Indenture, no Holder of any Senior Notes will have any right to institute any
proceeding with respect to the Senior Indenture or for any remedy thereunder,
unless such Holder shall have previously given to the Trustee written notice of
default in respect of the Senior Notes and the continuance thereof, and unless
the Holders of not less than 25 percent in aggregate principal amount of the
Senior 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 the enforcement of payment of the principal
of and any premium or interest on this Global Senior Note on or after the
respective due dates expressed herein.

         THIS SENIOR NOTE IS A GLOBAL SENIOR NOTE REGISTERED IN THE NAME OF THE
DEPOSITARY OR A NOMINEE THEREOF AND, UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE
OR IN PART FOR THE INDIVIDUAL NOTES REPRESENTED HEREBY, THIS GLOBAL SENIOR 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.

         If at any time the Depositary for this Global Senior Note notifies the
Company that it is unwilling or unable to continue as Depositary for this Global
Senior Note or if at any time the Depositary for this Global Senior Note shall
no longer be registered as a clearing agency under the Securities Exchange Act
of 1934, as amended, or any successor statute or regulation, the Company may
appoint a successor Depositary with respect to this Global Senior Note. If (A) a
successor Depositary for this Global Senior Note is not appointed by the Company
within 60 calendar days after the Company receives such notice or becomes aware
of such ineligibility, or (B) any Senior Notes are represented by this Global
Senior Note at a time when an Event of Default with respect to the Senior Notes
shall have occurred and be continuing, then in each case the Company's election
to issue this Senior Note in global form shall no longer be effective with
respect to this Global Senior Note and the Company will execute, and the
Trustee, upon receipt of a Company Order for the authentication and delivery of
individual Senior Notes in exchange for this Global Senior Note, shall
authenticate and make available for delivery, individual Senior Notes of like
tenor and terms in definitive form in an aggregate principal amount equal to the
principal amount of this Global Senior Note in exchange for this Global Senior
Note.

         If agreed by the Company and the Depositary with respect to Senior
Notes issued in the form of this Global Senior Note, the Depositary for such
Global Senior Note shall surrender this Global Senior Note in exchange in whole
or in part for individual Senior Notes of like tenor and terms in definitive
form on such terms as are acceptable to the Company and such Depositary.
Thereupon the Company shall execute, and the Trustee shall authenticate and make
available for delivery, without a service charge, (1) to each Person specified
by such Depositary, a new Senior Note or Senior Notes of like tenor and terms,
and of any authorized denominations as requested by such Person in aggregate
principal amount equal to and in exchange for the beneficial interest of such
Person in this Global Senior Note, and (2) to such Depositary a new Global
Senior Note of like tenor and terms and in a denomination equal to the
difference, if any, between the principal amount of this Global Senior Note and
the aggregate principal amount of Senior Notes delivered to Holders thereof.

         Under certain circumstances specified in the Senior Indenture, the
Depositary may be required to surrender any two or more Global Senior Notes
which have identical terms (but which may have differing Original Issue Dates)
to the Trustee, and the Company shall execute and the Trustee shall authenticate
and deliver to, or at the direction of, the Depositary a Global Senior Note in
principal amount equal to the aggregate principal amount of, and with all terms
identical to, the Global Senior Notes surrendered to the Trustee, and such new
Global Senior Note shall indicate each applicable Original Issue Date and the
principal amount applicable to each such Original Issue Date.


                                       6
<PAGE>   34


         No reference herein to the Senior Indenture and no provision of this
Global Senior Note or of the Senior 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 Global Senior Note at the
times, places and rates, and in the coin or currency, herein prescribed.

         The Senior Indenture contains provisions for the satisfaction and
discharge of the Senior Indenture upon compliance by the Company with certain
conditions specified therein, which provisions apply to this Senior Note.

         The Company, the Trustee, any paying agent and any Senior Debt Security
Registrar (as defined in the Senior Indenture) for the Senior Notes may deem and
treat the Holder hereof as the absolute owner of this Global Senior Note
(whether or not this Global Senior 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 Global Senior Note, or for any claim based
hereon or otherwise in respect hereof, or based on or in respect of the Senior
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.

         It is the intent of the Company and the Holders of this Senior Note to
conform to and contract in strict compliance with applicable usury law from time
to time in effect. All agreements between the Holders of this Senior Note and
the Company are hereby limited by the provisions of this paragraph which shall
override and control all such agreements, whether now existing or hereafter
arising and whether written or oral. In no way, nor in any event or contingency
(including but not limited to prepayment, default, demand for payment, or
acceleration of the maturity of any obligation), shall the interest taken,
reserved, contracted for, charged or received under this Senior Note or
otherwise exceed the Highest Lawful Rate. If, from any possible construction of
any document, interest would otherwise be payable in excess of the Highest
Lawful Rate, any such construction shall be subject to the provisions of this
paragraph and such document shall be automatically reformed and the interest
payable shall be automatically reduced to the Highest Lawful Rate, without the
necessity of execution of any amendment or new document. If the Holders of this
Senior Note shall ever receive anything of value which is characterized as
interest under applicable law and which would apart from this provision be in
excess of the Highest Lawful Rate, an amount equal to the amount which would
have been excessive interest shall, without penalty, be applied to the reduction
of the principal amount owing on this Senior Note in the inverse order of its
maturity and not to the payment of interest, or refunded to the Company if and
to the extent such amount which would have been excessive exceeds such unpaid
principal. The right to accelerate the maturity of this Senior Note does not
include the right to accelerate any interest which has not otherwise accrued on
the date of such acceleration, and the Holders of this Senior Note do not intend
to charge or receive any unearned interest in the event of acceleration. All
interest paid or agreed to be paid to the Holders of this Senior Note shall, to
the extent permitted by applicable law, be amortized, prorated, allocated and
spread throughout the full stated term (including any renewal or extension) of
this Senior Note so that the amount of interest on account of this Senior Note
does not exceed the Highest Lawful Rate.





                                       7
<PAGE>   35


                            OPTION TO ELECT REPAYMENT

         The undersigned hereby irrevocably request(s) and instruct(s) the
Company to repay this Senior Note (or portion hereof specified below) pursuant
to its terms at a price equal to 100% of the principal amount to be repaid,
together with unpaid interest accrued hereon to the Repayment Date, to the
undersigned, at_____________________________________________________.

         If less than the entire principal amount of this Senior Note is to be
repaid, specify the portion hereof (which shall be increments of ______________)
which the holder elects to have repaid and specify the denomination or
denominations (which shall be an authorized denomination) not less than
___________ of the Senior Notes to be issued to the Holder for the portion of
this Senior Note not being repaid (in the absence of any such specification, one
such Senior Note will be issued for the portion not to be repaid).

Principal Amount
to be Repaid:
                                     $
---------------------------------     --------

CUSIP Number or other identifier:

Date:
     --------------------           --------------------------------------------
                                    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.

Notice: The signature(s) on this Option to Elect Repayment must correspond with
the name(s) as written upon the face of this Senior Note in every particular,
without alteration or enlargement or any change whatsoever.


                                       8
<PAGE>   36


                                  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             UNIF GIFT

TEN ENT - as tenants by the entireties     MIN ACT - ________Custodian_________
                                                      (Cust)           (Minor)
JT TEN -  as joint tenants with right of
          survivorship and not as tenants  Under Uniform Gifts to Minors Act
          in common
                                           ------------------------------------
                                                         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 Senior 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.


                                       9
<PAGE>   37
                                                                       EXHIBIT B

                        GLOBAL SENIOR FLOATING RATE NOTE

REGISTERED                                                      PRINCIPAL AMOUNT
NO. ______                                                               $

                               CENTEX CORPORATION
                        Senior Medium-Term Note, Series D
                                  Floating Rate

         Unless this Senior 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 Centex Corporation, a Nevada corporation (herein called the
"Company," which term includes any successor person under the Indenture referred
to on the reverse hereof) or its agent for registration of transfer, exchange or
payment, and any Senior 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 it is exchanged in whole or in part for Senior Notes
in certificated form, this Senior Note may not be transferred except as a whole
by DTC to a nominee of DTC or by a nominee of DTC to DTC or another nominee of
DTC or by DTC or any such nominee to a successor of DTC or a nominee of such
successor of DTC.

         The following summary of terms is subject to the provisions set forth
below:

<TABLE>
<S>                                        <C>                                          <C>    <C>
CUSIP No.:                                 CURRENCY:

ORIGINAL ISSUE DATE(S):                    OPTIONAL REDEMPTION:                         Yes    No

PRINCIPAL AMOUNT:                          INITIAL REDEMPTION DATE:

STATED MATURITY DATE:                      AMORTIZING NOTE:                              Yes   No

INITIAL INTEREST RATE:                     CALCULATION AGENT:

INTEREST RATE BASIS OR BASES               OPTION TO ELECT REPAYMENT                     Yes   No
(including any Designated LIBOR Page):

INDEX MATURITY:                            AUTHORIZED DENOMINATIONS:
                                               $1,000 and integral multiples thereof
INTEREST DETERMINATION DATES:                  Other:

INTEREST RESET PERIOD:                     OPTIONAL REPAYMENT DATE:

INTEREST RESET DATES:                      OPTIONAL INTEREST RESET:                      Yes   No

SPREAD:                                    OPTIONAL INTEREST RESET DATES:

SPREAD MULTIPLIER:                         ORIGINAL ISSUE DISCOUNT NOTE:                 Yes   No

MAXIMUM INTEREST RATE:                     ISSUE PRICE (percentage of principal):
                                           YIELD TO MATURITY:
MINIMUM INTEREST RATE:
                                           ANNEX ATTACHED (and incorporated
INTEREST PAYMENT DATES:                    by reference  herein):                        Yes   No
</TABLE>


<PAGE>   38


<TABLE>
<S>                                          <C>                                               <C>
RECORD DATES:                                OTHER/ADDITIONAL PROVISIONS

IF LIBOR:                                    IF CMT RATE:
         LIBOR Reuters Page:                 Designated CMT Telerate Page:
         LIBOR Telerate Page:                IF Telerate Page 7052:
DESIGNATED LIBOR CURRENCY:                               Weekly Average
                                                         Monthly Average
                                             Designated CMT Maturity Index:

INTEREST CATEGORY:                           DAY COUNT CONVENTION
         Regular Floating Rate Note                      30/360 for the period from
         Floating Rate/Fixed Rate Note                         to
            Fixed Rate Commencement                      Actual/360 for the period from
            Date:                                              to
            Fixed Interest Rate:   %                     Actual/Actual for the period from     to       .
         Inverse Floating Rate Note          Applicable Interest Rate Basis:
            Fixed Interest Rate:   %
</TABLE>

         The Company, for value received, hereby promises to pay to Cede & Co.
or registered assigns, the principal sum specified above, in such coin or
currency of the ______________________ as at the time of payment is legal tender
for payment of public and private debts, on the Stated Maturity Date specified
above and to pay interest thereon, in such coin or currency, from and including
the Original Issue Date (or if this Global Senior Note has two or more Original
Issue Dates, interest shall, beginning on each such Original Issue Date, begin
to accrue for that part of the principal amount to which such Original Issue
Date is applicable) specified above, or from and including the most recent
Interest Payment Date specified above to which interest has been paid or duly
provided for, as the case may be. Interest shall be paid in arrears monthly,
quarterly, semiannually or annually as specified above under Interest Payment
Dates, on each Interest Payment Date in each year and at Maturity, commencing on
(a) the first such Interest Payment Date next succeeding the earliest Original
Issue Date or Dates, or (b) if such Original Issue Date is after a Record Date
and prior to the first Interest Payment Date, on the second Interest Payment
Date, at a rate per annum from time to time equal to the lesser of (i) the
Highest Lawful Rate (as defined in the Indenture) or (ii) the Initial Interest
Rate specified above until the initial Interest Reset Date specified above, and
thereafter at a rate per annum determined in accordance with the provisions in
the Indenture for calculating the Interest Rate for Senior Notes having the
Interest Rate Basis specified above, until Maturity and 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 Senior Note is registered at
the close of business on the Record Date specified above next preceding such
Interest Payment Date; PROVIDED, HOWEVER, that if an Original Issue Date falls
between a Record Date and the next Interest Payment Date, the first payment of
interest with respect to such Original Issue Date will be made on the second
Interest Payment Date subsequent to such Original Issue Date to the Person in
whose name this Senior Note is registered at the close of business on the Record
Date for such second Interest Payment Date; and PROVIDED, FURTHER, 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 Record
Date and shall be paid to the Person in whose name this Senior Note is
registered at the close of business on a Record Date for the payment of such
defaulted interest to be fixed by the Company, notice whereof shall be given to
Senior Noteholders not less than fifteen calendar days prior to such Record
Date. Payment of the principal of and any premium and interest on this Senior
Note shall be made on or before 10:30 A.M., New York City time or such other
time as shall be agreed upon between the Trustee and the Depositary, on the day
on which such payment is due, by wire transfer into the account specified by the
Depositary; PROVIDED, HOWEVER, that as a condition to the payment at the
Maturity Date of any part of the principal and any applicable premium of this
Global Senior Note, the Depositary shall surrender, or cause to be surrendered,
this Global Senior Note to the Trustee. The Company will pay any administrative
costs imposed by banks in connection with making payments by wire transfer, but
not any tax, assessment or governmental charge imposed on the Holder of this
Senior Note.


<PAGE>   39


         Under certain circumstances, this Global Senior Note is exchangeable in
whole or from time to time in part for a definitive individual Senior Note or
Senior Notes, with the same Original Issue Date or Dates, Maturity Date,
Interest Rate Basis or Bases and redemption and other provisions as provided
herein or in the Indenture.

         The Indenture and the Senior 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 GLOBAL
SENIOR 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 signature of an
authorized signatory, this Senior Note shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.


<PAGE>   40



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

Dated:
                                        CENTEX CORPORATION

               [SEAL]

                                        By:
                                           -------------------------------
                                           Vicki A. Roberts
                                           Vice President and Treasurer

ATTEST:



------------------------------------
Paul Johnston
Assistant Secretary


TRUSTEE'S CERTIFICATE
         OF AUTHENTICATION

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

THE CHASE MANHATTAN BANK, as Trustee



By:
   ---------------------------------
    Authorized Signatory


<PAGE>   41



                  [REVERSE OF GLOBAL SENIOR FLOATING RATE NOTE]

                               CENTEX CORPORATION
                 SENIOR FLOATING RATE MEDIUM-TERM NOTE, SERIES D

         This Global Senior Note is one of, and a global security which
represents Senior Notes which are part of, a duly authorized issue of Senior
Debt Securities of the Company (herein called the "Senior Notes"), issued and to
be issued in one or more Series under an Indenture dated as of October 1, 1998
(herein called the "Senior Indenture") between the Company and The Chase
Manhattan Bank (formerly, Chase Bank of Texas, National Association), as Trustee
(herein called the "Trustee," which term includes any successor Trustee under
the Senior Indenture), to which Senior Indenture and all indentures supplemental
thereto (including the Indenture Supplement dated as of November 17, 2000 which
authorizes the Senior 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 Senior Noteholders, and of the terms upon which
the Senior Notes are, and are to be, authenticated and delivered. All terms used
in this Senior Note which are defined in the Senior Indenture or in any
indenture supplemental thereto but are not defined in this Senior Note shall
have the meanings assigned to them in the Senior Indenture or in any indenture
supplemental thereto.

         Each Senior Note shall be dated the date of its authentication by the
Trustee. Each Senior Note shall also bear an Original Issue Date or Dates which
with respect to this Global Senior Note (or any portion thereof) shall mean the
date or dates of the original issue of the Senior Notes represented hereby as
specified on the face hereof, and such Original Issue Date or Dates shall remain
the same for all Senior Notes subsequently issued upon transfer, exchange or
substitution of such original Senior Note (or such subsequently issued Senior
Notes) regardless of their dates of authentication. The Senior Notes may bear
different dates, mature at different times, bear interest at different rates, be
subject to different redemption provisions, if any, and may otherwise vary, all
as provided in the Senior Indenture.

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

         Interest on this Senior Note will be payable on the Interest Payment
Date or Interest Payment Dates as specified on the face hereof and, in either
case, at Maturity. Unless otherwise specified on the face hereof, payments on
this Senior Note with respect to any particular Interest Payment Date or the
Maturity Date will include interest accrued from and including the applicable
Original Issue Date, 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 Senior
Note shall be calculated for each day during such period by dividing the
interest rate applicable to such day by 360, if the Interest Rate Basis
specified on the face hereof is the CD Rate, the Commercial Paper Rate, the
Eleventh District Cost of Funds Rate, the Federal Funds Rate, LIBOR or the Prime
Rate, or by the actual number of days in the year, if the Interest Rate Basis
specified on the face hereof is the CMT Rate or the Treasury Rate. Unless
otherwise provided in an annex attached hereto, the Trustee, acting in the
capacity of Calculation Agent, will calculate the Interest Rate on this Senior
Note. Upon the request of any Holder of this Senior Note, the Trustee shall
provide to such Holder the Interest Rate then in effect and, if then determined,
the interest rate that will become effective on the next Interest Reset Date
with respect to this Senior Note. Each such determination of an Interest Rate
will be final and binding in the absence of manifest error.

         Unless otherwise specified in an annex attached hereto, if this Senior
Note is an Amortizing Note, payments with respect to this Senior Note will be
applied first to interest due and payable hereon and then to the reduction of
the unpaid principal amount hereof. If this Senior Note is an Amortizing Note, a
table setting forth the schedule of dates and amounts of payments of principal
of and interest on this Senior Note or the formula for the amortization of
principal and/or interest is set forth in an annex attached to this Senior Note.

         All percentages resulting from any calculation with respect to this
Senior Note will be rounded, if necessary, to the nearest one hundred-thousandth
of a percentage point (with five one-millionths of a percentage point rounded
upward) and all dollar or foreign or composite currency amounts used in or
resulting from any such calculation with respect to this Senior Note will be
rounded, in the case of United States dollars, to the nearest cent


<PAGE>   42


or, in the case of a foreign or composite currency, to the nearest unit (with
one-half cent or unit being rounded upwards).

         If an Interest Payment Date or Maturity for this Senior 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 Senior 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. Notwithstanding the foregoing, in the case LIBOR is the
applicable Interest Rate Basis with respect to this Senior Note and the next
succeeding Business Day falls in the next succeeding calendar month, payment of
interest to be made on such day with respect to this Senior Note will be made on
the immediately preceding Business Day.

         This Senior Note will be redeemable at the option of the Company prior
to its Stated Maturity Date only if an Initial Redemption Date is specified on
the face hereof. If so specified, this Senior Note will be subject to redemption
at the option of the Company on any date on and after such Initial Redemption
Date in whole or from time to time in part in increments of $1,000 or any other
integral multiple thereof, at the redemption prices specified in an annex
attached to this Senior Note, plus accrued and unpaid interest to but excluding
the date of redemption, but payments due with respect to this Senior Note prior
to the date of redemption will be payable to the Holder of this Senior Note of
record at the close of business on the relevant Record Date specified on the
face hereof, all as provided in the Senior Indenture. Notice of such redemption
shall be given by mailing by first-class mail a notice of such redemption not
less than 20 nor more than 60 calendar days prior to the date fixed for
redemption to the Holder of this Senior Note, in accordance with the provisions
of the Senior Indenture. In the event of redemption of this Senior Note in part
only, this Senior Note will be canceled and a new Senior Note or Senior Notes
representing the unredeemed portion hereof will be issued in the name of the
Holder hereof. This Senior Note is not subject to a sinking fund unless
otherwise specified in an annex attached hereto.

         If so specified on the face of this Senior Note, (i) this Senior Note
shall be subject to repayment, in whole or in part, prior to Stated Maturity
Date at the option of the Holder on a certain date or dates and at a certain
price or prices, plus accrued and unpaid interest to but excluding the date of
payment; and/or (ii) the interest rate specified on the face hereof may be reset
by the Company in accordance with a formula or otherwise on the Optional
Interest Reset Date or Dates specified on the face hereof.

         In case an Event of Default shall have occurred and be continuing with
respect to the Senior 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 Senior Indenture. The Senior 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 Senior
Notes then outstanding. An Event of Default with respect to the Senior Debt
Security of any other Series issued under the Senior Indenture, including the
failure to make any payment of principal or interest with respect thereto when
and as due, will not be an Event of Default with respect to the Senior Notes.

         The Senior Indenture 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 Senior Notes at the time outstanding,
evidenced as in the Senior Indenture provided, to execute supplemental
indentures adding any provisions to or changing in any manner or eliminating any
of the provisions of the Senior Indenture or of any supplemental indenture or
modifying in any manner the rights of the Holders of the Senior Notes; PROVIDED,
HOWEVER, that no such supplemental indenture shall (i) extend the fixed maturity
of any Senior 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 Senior Note
so affected, or (ii) reduce the aforesaid percentage of Senior Notes, the
consent of the Holders of which is required for any such supplemental indenture,
without the consent of the Holders of all Senior Notes then outstanding. It is
also provided in the Senior Indenture that the Holders of a majority in
aggregate principal amount of the Senior Notes at the time outstanding may on
behalf of the Holders of all the Senior Notes waive any past default under the
Senior Indenture and its consequences, except a default in the payment of the
principal of or premium, if any, or interest on any of the Senior Notes. Any
such consent or waiver by the Holder of this Global Senior Note (unless revoked
as provided in the Senior Indenture) shall be conclusive and binding upon such
Holder and upon all future Holders and owners of this


<PAGE>   43


Global Senior Note and of any Senior Note issued in exchange or substitution
herefor, whether or not any notation of such consent or waiver is made upon this
Global Senior Note.

         As set forth in, and subject to, the provisions of the Senior
Indenture, no Holder of any Senior Notes will have any right to institute any
proceeding with respect to the Senior Indenture or for any remedy thereunder,
unless such Holder shall have previously given to the Trustee written notice of
default in respect of the Senior Notes and of the continuance thereof, and
unless the Holders of not less than 25 percent in aggregate principal amount of
the Senior 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 the enforcement of payment of the
principal of and any premium or interest on this Global Senior Note on or after
the respective due dates expressed herein.

         THIS SENIOR NOTE IS A GLOBAL SENIOR NOTE REGISTERED IN THE NAME OF THE
DEPOSITARY OR A NOMINEE THEREOF AND, UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE
OR IN PART FOR THE INDIVIDUAL SENIOR NOTES REPRESENTED HEREBY, THIS GLOBAL
SENIOR 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.

         If at any time the Depositary for this Global Senior Note notifies the
Company that it is unwilling or unable to continue as Depositary for this Global
Senior Note or if at any time the Depositary for this Global Senior Note shall
no longer be registered as a clearing agency under the Securities Exchange Act
of 1934, as amended, or any successor statute or regulation, the Company may
appoint a successor Depositary with respect to this Global Senior Note. If (A) a
successor Depositary for this Global Senior Note is not appointed by the Company
within 60 calendar days after the Company receives such notice or becomes aware
of such ineligibility, or (B) any Senior Notes are represented by this Global
Senior Note at a time when an Event of Default with respect to the Senior Notes
shall have occurred and be continuing, then in each case the Company's election
to issue this Senior Note in global form shall no longer be effective with
respect to this Global Senior Note and the Company will execute, and the
Trustee, upon receipt of a Company Order for the authentication and delivery of
individual Senior Notes in exchange for this Global Senior Note, shall
authenticate and make available for delivery, individual Senior Notes of like
tenor and terms in definitive form in an aggregate principal amount equal to the
principal amount of this Global Senior Note in exchange for this Global Senior
Note.

         If agreed by the Company and the Depositary with respect to Senior
Notes issued in the form of this Global Senior Note, the Depositary for such
Global Senior Note shall surrender this Global Senior Note in exchange in whole
or in part for individual Senior Notes of like tenor and terms in definitive
form on such terms as are acceptable to the Company and such Depositary.
Thereupon the Company shall execute, and the Trustee shall authenticate and make
available for delivery, without a service charge, (1) to each Person specified
by such Depositary, a new Senior Note or Senior Notes of like tenor and terms,
and of any authorized denominations as requested by such Person in aggregate
principal amount equal to and in exchange for the beneficial interest of such
Person in this Global Senior Note, and (2) to such Depositary a new Global
Senior Note of like tenor and terms and in a denomination equal to the
difference, if any, between the principal amount of this Global Senior Note and
the aggregate principal amount of Senior Notes delivered to Holders thereof.

         Under certain circumstances specified in the Senior Indenture, the
Depositary may be required to surrender any two or more Global Senior Notes
which have identical terms (but which may have differing Original Issue Dates)
to the Trustee, and the Company shall execute and the Trustee shall authenticate
and deliver to, or at the direction of, the Depositary a Global Senior Note in
principal amount equal to the aggregate principal amount of, and with all terms
identical to, the Global Senior Notes surrendered to the Trustee, and such new
Global Senior Note shall indicate each applicable Original Issue Date and the
principal amount applicable to each such Original Issue Date.


<PAGE>   44


         No reference herein to the Senior Indenture and no provision of this
Global Senior Note or of the Senior 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 Global Senior Note at the
times, places and rates, and in the coin or currency, herein prescribed.

         The Senior Indenture contains provisions for the satisfaction and
discharge of the Senior Indenture upon compliance by the Company with certain
conditions specified therein, which provisions apply to this Senior Note.

         The Company, the Trustee, any paying agent and any Senior Debt Security
Registrar (as defined in the Senior Indenture) for the Senior Notes may deem and
treat the Holder hereof as the absolute owner of this Global Senior Note
(whether or not this Global Senior 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 Global Senior Note, or for any claim based
hereon or otherwise in respect hereof, or based on or in respect of the Senior
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.

         It is the intent of the Company and the Holders of this Senior Note to
conform to and contract in strict compliance with applicable usury law from time
to time in effect. All agreements between the Holders of this Senior Note and
the Company are hereby limited by the provisions of this paragraph which shall
override and control all such agreements, whether now existing or hereafter
arising and whether written or oral. In no way, nor in any event or contingency
(including but not limited to prepayment, default, demand for payment, or
acceleration of the maturity of any obligation), shall the interest taken,
reserved, contracted for, charged or received under this Senior Note or
otherwise exceed the Highest Lawful Rate. If, from any possible construction of
any document, interest would otherwise be payable in excess of the Highest
Lawful Rate, any such construction shall be subject to the provisions of this
paragraph and such document shall be automatically reformed and the interest
payable shall be automatically reduced to the Highest Lawful Rate, without the
necessity of execution of any amendment or new document. If the Holders of this
Senior Note shall ever receive anything of value which is characterized as
interest under applicable law and which would apart from this provision be in
excess of the Highest Lawful Rate, an amount equal to the amount which would
have been excessive interest shall, without penalty, be applied to the reduction
of the principal amount owing on this Senior Note in the inverse order of its
maturity and not to the payment of interest, or refunded to the Company if and
to the extent such amount which would have been excessive exceeds such unpaid
principal. The right to accelerate the maturity of this Senior Note does not
include the right to accelerate any interest which has not otherwise accrued on
the date of such acceleration, and the Holders of this Senior Note do not intend
to charge or receive any unearned interest in the event of acceleration. All
interest paid or agreed to be paid to the Holders of this Senior Note shall, to
the extent permitted by applicable law, be amortized, prorated, allocated and
spread throughout the full stated term (including any renewal or extension) of
this Senior Note so that the amount of interest on account of this Senior Note
does not exceed the Highest Lawful Rate.





<PAGE>   45



                            OPTION TO ELECT REPAYMENT

         The undersigned hereby irrevocably request(s) and instruct(s) the
Company to repay this Senior Note (or portion hereof specified below) pursuant
to its terms at a price equal to 100% of the principal amount to be repaid,
together with unpaid interest accrued hereon to the Repayment Date, to the
undersigned, at _______________________________________________________.

         If less than the entire principal amount of this Senior Note is to be
repaid, specify the portion hereof (which shall be increments of ____________)
which the holder elects to have repaid and specify the denomination or
denominations (which shall be an authorized denomination) not less than ________
of the Senior Notes to be issued to the Holder for the portion of this Senior
Note not being repaid (in the absence of any such specification, one such Senior
Note will be issued for the portion not to be repaid).

Principal Amount
to be Repaid:

                                                 $
-------------------------------------             -----------------
CUSIP Number or other identifier:




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.

Notice: The signature(s) on this Option to Elect Repayment must correspond with
the name(s) as written upon the face of this Senior Note in every particular,
without alteration or enlargement or any change whatsoever.


<PAGE>   46



                                  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            UNIF GIFT
                                          MIN ACT - ________ Custodian _________
TEN ENT - as tenants by the entireties               (Cust)             (Minor)
                                                    Under Uniform Gifts
JT TEN -  as joint tenants with right of            to Minors Act
          survivorship and not as tenants           ___________________
          in common                                 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 Senior 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.