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                                                                   EXHIBIT 10.10

                                                                [EXECUTION COPY]

                              TAX SHARING AGREEMENT

                                  BY AND AMONG

                               CENTEX CORPORATION

                               AND ITS AFFILIATES

                                       AND

                             CAVCO INDUSTRIES, INC.

Dated June 30, 2003

      This TAX SHARING AGREEMENT (the "Agreement") dated as of June 30, 2003, by
and among Centex Corporation ("Centex"), a Nevada corporation and each Centex
Affiliate (as defined below), and Cavco Industries, Inc. ("Cavco"), a newly
formed Delaware corporation and indirect, wholly owned subsidiary of Centex, is
entered into in connection with the Distribution (as defined below).

                                    RECITALS

      WHEREAS, the Centex Board of Directors has determined, subject to certain
conditions, that it is appropriate and desirable to make a pro rata distribution
of one hundred percent (100%) of the stock of Cavco to its common shareholders,
with cash distributed in lieu of any fractional shares of Cavco, on the
Distribution Date, as defined below (the "Public Distribution"); and

      WHEREAS, in order to consummate the Public Distribution, it is necessary
and desirable for AAA Holdings, Inc. ("AAA"), a Delaware corporation and
currently the direct parent of Cavco Industries, LLC ("Cavco LLC") to form Cavco
and to then merge Cavco LLC with and into Cavco (the "Merger"); and

      WHEREAS, in order to consummate the Public Distribution, it is necessary
and desirable for AAA to make a pro rata distribution of one hundred percent
(100%) of the stock of Cavco to its sole shareholder, Centex Real Estate
Corporation ("CREC") (the "Internal Distribution 1"); and

      WHEREAS, in order to consummate the Public Distribution, it is necessary
and desirable for CREC to make a pro rata distribution of one hundred percent
(100%) of the stock of Cavco to its sole shareholder, Centex International, Inc.
("International") (the "Internal Distribution 2"); and

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      WHEREAS, in order to consummate the Public Distribution, it is necessary
and desirable for International to make a pro rata distribution of one hundred
percent (100%) of the stock of Cavco to its sole shareholder, Centex (the
"Internal Distribution 3"); and

      WHEREAS, the Merger is intended to qualify as a reorganization under
section 368(a)(1)(D) of the Internal Revenue Code of 1986, as amended (the
"Code"), and the Public Distribution and Internal Distributions 1 through 3
(collectively the "Internal Distributions") are intended to qualify as tax free
distributions under Code section 355; and

      WHEREAS, it is appropriate and desirable to set forth the principles and
responsibilities of the parties to this Agreement regarding the allocation of
Tax (as defined below) and other related liabilities and adjustments with
respect to Taxes, Tax contests and other related Tax matters; and

      WHEREAS, to that end, the parties wish to enter into this Tax Sharing
Agreement;

                                    AGREEMENT

      NOW, THEREFORE, in consideration of the mutual covenants and promises
contained herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:

                                    ARTICLE 1
                                   DEFINITIONS

      "Audit" includes any audit, assessment of Taxes, other examination by any
Tax Authority, proceeding, or appeal of such a proceeding relating to Taxes,
whether administrative or judicial.

      "Centex Affiliate" means any corporation or other entity directly or
indirectly controlled by Centex, excluding Cavco.

      "Centex Group" means the affiliated group of corporations as defined in
Section 1504 (a) of the Code, or similar group of entities as defined under
corresponding provisions of the laws of other jurisdictions, of which Centex is
the common parent, and any corporation or other entity which may be, may have
been or may become a member of such group from time to time, but excluding
Cavco.

      "Combined Group" means a group of corporations or other entities that
files a Combined Return.

      "Combined Return" means any Tax Return with respect to Non-Federal Taxes
filed on a consolidated, combined (including nexus combination, worldwide
combination, domestic combination, line of business combination or any other
form of combination) or unitary basis wherein Cavco joins in the filing of such
Tax Return (for any taxable period or portion thereof) with Centex or one or
more Centex Affiliates.

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      "Consolidated Group" means an affiliated group of corporations within the
meaning of Section 1504 (a) of the Code that files a Consolidated Return.

      "Consolidated Return" means any Tax Return with respect to Federal Income
Taxes filed on a consolidated basis wherein Cavco joins in the filing of such
Tax Return (for any taxable period or portion thereof) with Centex or one or
more Centex Affiliates.

      "Distribution" means the Internal Distributions and/or the Public
Distribution.

      "Distribution Date" means the close of business on the date on which the
Public Distribution is effected.

      "Federal Income Tax" means any Tax imposed under Subtitle A of the Code
(including the Taxes imposed by Sections 11, 55, 59A, and 1201(a) of the Code),
and any interest, additions to Tax or penalties applicable or related thereto,
and any other income-based United States federal Tax which is hereinafter
imposed upon corporations.

      "Federal Tax" means any Tax imposed or required to be withheld by any Tax
Authority of the United States.

      "Final Determination" means any of (a) the final resolution of any Tax (or
other matter) for a taxable period, including related interest or penalties,
that, under applicable law, is not subject to further appeal, review or
modification through proceedings or otherwise, including (1) by the expiration
of a statute of limitations or a period for the filing of claims for refunds,
amending Tax Returns, appealing from adverse determinations, or recovering any
refund (including by offset), (2) by a decision, judgment, decree, or other
order by a court of competent jurisdiction, which has become final and
unappealable, (3) by a closing agreement or an accepted offer in compromise
under Section 7121 or 7122 of the Code, or comparable agreements under laws of
other jurisdictions, (4) by execution of an Internal Revenue Service Form 870 or
870AD, or by a comparable form under the laws of other jurisdictions (excluding,
however, with respect to a particular Tax Item for a particular taxable period
any such form that reserves (whether by its terms or by operation of law) the
right of the taxpayer to file a claim for refund and/or the right of the Tax
Authority to assert a further deficiency with respect to such Tax Item for such
period), or (5) by any allowance of a refund or credit, but only after the
expiration of all periods during which such refund or credit may be recovered
(including by way of offset), or (b) the payment of Tax by any member of the
Consolidated Group or Combined Group with respect to any Tax Item disallowed or
adjusted by a Tax Authority provided that Centex determines that no action
should be taken to recoup such payment.

      "Income Taxes" means (a) any Tax based upon, measured by, or calculated
with respect to (1) net income or profits (including any capital gains Tax,
minimum Tax and any Tax on items of Tax preference, but not including sales,
use, real or personal property, gross or net receipts, transfer or similar
Taxes) or (2) multiple bases if one or more of the bases upon which such Tax may
be based, measured by, or calculated with respect to, is described in clause (1)
above, or (b) any U.S. state or local franchise Tax.

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      "Interest Accrual Period" has the meaning set forth in Section 6.4 of this
Agreement.

      "Non-Federal Combined Tax" means any Non-Federal Tax with respect to which
a Combined Return is filed.

      "Non-Federal Separate Tax" means any Non-Federal Tax other than a
Non-Federal Combined Tax.

      "Non-Federal Tax" means any Tax other than a Federal Tax.

      "Payment Period" has the meaning set forth in Section 5.3 of this
Agreement.

      "Post-Distribution Period" means a taxable period beginning after the
Distribution Date.

      "Pre-Distribution Period" means a taxable period beginning on or before
the Distribution Date.

      "Privilege" means any privilege that may be asserted under applicable law
including, any privilege arising under or relating to the attorney-client
relationship (including the attorney-client and work product privileges), the
accountant-client privilege, and any privilege relating to internal evaluation
processes.

      "Restructuring Tax" means any Tax imposed upon Centex or a Centex
Affiliate and reasonable professional fees that are attributable to, or result
from, the failure of the Distribution to qualify under Section 355 of the Code
(including any Tax attributable to the application of Section 355(e) or Section
355(f) of the Code to the Distribution) or corresponding provisions of the laws
of other jurisdictions. Each Tax referred to in the preceding sentence shall be
determined using the highest marginal corporate Tax rate for the relevant
taxable period (or any portion thereof). For the avoidance of doubt,
Restructuring Tax does not include an amount described in this paragraph that is
imposed upon a shareholder of Centex in its capacity as a shareholder of Centex.

      "Ruling Documents" means (a) the request for a ruling under Section 355
and various other sections of the Code, filed with the Service on November 5,
2002, together with any supplemental filings or ruling requests or other
materials subsequently submitted on behalf of Centex, its subsidiaries and
shareholders to the Service, the appendices and exhibits thereto, and any
rulings issued by the Service to Centex (or any Centex Affiliate) in connection
with the Distribution or (b) any similar filings submitted to, or rulings issued
by, any other Tax Authority in connection with the Distribution.

      "Separate Return" means any Tax Return with respect to Non-Federal
Separate Taxes filed by Centex, Cavco, or any of their respective affiliates.

      "Service" means the Internal Revenue Service.

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      "Tax" means any charges, fees, levies, imposts, duties, or other
assessments of a similar nature, including income, alternative or add-on
minimum, gross receipts, profits, lease, service, service use, wage, wage
withholding, employment, workers compensation, business occupation, occupation,
premiums, environmental, estimated, excise, employment, sales, use, transfer,
license, payroll, franchise, severance, stamp, occupation, windfall profits,
withholding, social security, unemployment, disability, ad valorem, estimated,
highway use, commercial rent, capital stock, paid up capital, recording,
registration, property, real property gains, value added, business license,
custom duties, or other tax or governmental fee of any kind whatsoever, imposed
or required to be withheld by any Tax Authority including any interest,
additions to tax, or penalties applicable or related thereto.

      "Tax Authority" means governmental authority or any subdivision, agency,
commission or authority thereof or any quasi-governmental or private body having
jurisdiction over the assessment, determination, collection or imposition of any
Tax (including the Service).

      "Tax Item" means any item of income, gain, loss, deduction or credit, or
other attribute that may have the effect of increasing or decreasing any Tax.

      "Tax Return" means any return, report, certificate, form or similar
statement or document (including, any related or supporting information or
schedule attached thereto and any information return, amended tax return, claim
for refund or declaration of estimated tax) required to be supplied to, or filed
with, a Tax Authority in connection with the determination, assessment or
collection of any Tax or the administration of any laws, regulations or
administrative requirements relating to any Tax.

                                    ARTICLE 2
                      PREPARATION AND FILING OF TAX RETURNS

2.1   In General.

      (a)   Centex shall have the sole and exclusive responsibility for the
            preparation and filing of the following Tax Returns: (1) all
            Consolidated Returns for any Pre-Distribution Period, (2) all
            Combined Returns for any Pre-Distribution Period, and (3) any
            Separate Return for any Pre-Distribution Period beginning before and
            ending on or before the Distribution Date (specifically including,
            but not limited to, any Texas franchise tax returns for the fiscal
            year ending March 31, 2003).

      (b)   Except as provided in Section 2.1(a) of this Agreement, Cavco shall
            have the sole and exclusive responsibility for the preparation and
            filing of all other Tax Returns for Cavco (or which relate to its
            businesses, assets or activities) which are required to be filed for
            any Pre-Distribution Period (including (i) any Pre-Distribution
            Period beginning before and ending on or before the Distribution
            Date and (ii) any Pre-Distribution Period beginning before and
            ending after the Distribution Date) and any Post-Distribution
            Period.

2.2   Manner of Filing Tax Returns.

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      (a)   All Tax Returns filed after the date of this Agreement by Centex,
            any Centex Affiliate, or Cavco shall be

            (1)   prepared in a manner that is consistent with the Ruling
                  Documents, and

            (2)   filed on a timely basis (including extensions) by the party
                  responsible for such filing under Section 2.1 of this
                  Agreement.

      (b)   Centex and Cavco agree to file all Tax Returns for any
            Pre-Distribution Period, as provided for in Section 2.1, and to take
            all other actions in a manner consistent with the position that
            Cavco is part of any Consolidated Group and any Combined Group for
            all days through and including the Distribution Date.

      (c)   Except as otherwise provided in this Section 2.2, Centex shall have
            the exclusive right, in its sole discretion, with respect to any Tax
            Return described in Section 2.1(a) of this Agreement to determine:

            (1)   the manner in which such Tax Return shall be prepared and
                  filed, including the elections, methods of accounting,
                  positions, conventions and principles of taxation to be used
                  and the manner in which any Tax Item shall be reported;

            (2)   whether any extensions may be requested;

            (3)   the elections that will be made by Centex, any Centex
                  Affiliate, and Cavco in such Tax Return;

            (4)   whether any amended Tax Returns shall be filed;

            (5)   whether any claims for refund shall be made;

            (6)   whether any refunds shall be paid by way of refund or credited
                  against any liability for the related Tax; and

            (7)   whether to retain outside specialists to prepare such Tax
                  Return, whom to retain for such purpose and the scope of any
                  such retainer.

      (d)   In the event that a Tax Item is includable in a Tax Return described
            in Section 2.1(a) of this Agreement and also in a Tax Return
            described in Section 2.1(b) of this Agreement that is filed after
            the date of this Agreement, Cavco preparing, or causing the
            preparation of, such Tax Return under Section 2.1(b) of this
            Agreement shall conform the treatment of such Tax Item in such Tax
            Return described in Section 2.1(b) of this Agreement to the
            treatment of such Tax Item in the applicable Tax Return described in
            Section 2.1(a) of this Agreement.

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      (e)   Any Tax Return described in (1) Section 2.1(a) of this Agreement
            (but only with respect to Tax Items of Cavco) or (2) Section 2.1(b)
            of this Agreement, in either case which Tax Return is filed after
            the date of this Agreement, shall be prepared on a basis consistent
            with the elections, methods of accounting, positions, conventions
            and principles of taxation and the manner in which any Tax Item or
            other information is reported as reflected on the most recently
            filed Tax Returns involving similar matters. The preceding sentence
            shall not apply (1) to the extent otherwise required by Section
            2.2(a)(1) of this Agreement or (2) if (i) Cavco obtains Centex's
            prior written consent (which consent shall not be unreasonably
            withheld), (ii) there has been a controlling change in law or
            circumstances, or (iii) the failure to be consistent will not result
            in an increased Tax liability to, or reduction in a Tax Asset of,
            Centex or any Centex Affiliate with respect to a Pre-Distribution
            Period, not fully compensated by Cavco. For purposes of this Section
            2.2(e), a controlling change in law or circumstances includes, with
            respect to Post-Distribution Periods (but not Pre-Distribution
            Periods), permission to change a method of accounting granted by the
            relevant Tax Authority.

2.3   Agent. Cavco hereby irrevocably designates Centex as its sole and
      exclusive agent and attorney-in-fact to take such action (including
      execution of documents) as Centex, in its sole discretion, may deem
      appropriate in any and all matters (including Audits) relating to any Tax
      Return described in Section 2.1(a) of this Agreement.

2.4   Provision of Tax Return Information.

      (a)   Both Cavco and Centex agree to provide all documents and
            information, and to make available their employees and officers, as
            may be reasonably requested by either party to prepare any Tax
            Return described in Section 2.1 of this Agreement.

      (b)   In the case of any Tax Return described in Section 2.1(a) that is
            filed after the date of this Agreement, Centex shall, upon request
            of Cavco, provide Cavco a copy of each such Tax Return and all
            related Tax accounting work papers to the extent that they relate to
            Cavco.

      (c)   In the case of any Tax Return in Centex's possession that was filed
            before the date of this Agreement, Centex shall, upon request of
            Cavco, provide Cavco a copy of each such Tax Return and all related
            Tax accounting work papers to the extent that they relate to Cavco.

      (d)   Notwithstanding any other provision of this Agreement, no member of
            the Centex Group shall be required to provide Cavco access to or
            copies of:

            (1)   any information that relates to any member of the Centex
                  Group,

            (2)   any information as to which any member of the Centex Group is
                  entitled to assert the protection of any Privilege, or

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            (3)   any information as to which any member of the Centex Group is
                  subject to an obligation to maintain the confidentiality of
                  such information.

            Centex shall use reasonable efforts to separate any such information
            from any other information to which Cavco is entitled to access or
            to which Cavco is entitled to copy under this Agreement, to the
            extent consistent with preserving its rights under this Section
            2.4(d).

                                    ARTICLE 3
                        TAX SHARING AND PAYMENT OF TAXES

3.1   Cavco Liability for Payment of Taxes. Cavco shall pay to the appropriate
      Tax Authorities all Taxes due and payable for all Pre-Distribution Periods
      and all Post-Distribution Periods for which it is responsible for filing
      any Tax Return pursuant to Section 2.1(b). Cavco shall also provide Centex
      a check made payable to the appropriate Tax Authority for all Taxes due
      and payable for any Pre-Distribution Period for which Centex is
      responsible for filing any Separate Return pursuant to Section 2.1(a)(3).
      Cavco shall deliver such check to Centex within 5 days of Centex's request
      for such payment.

3.2   Centex Liability for Payment of Taxes. Except as provided in Section 3.1
      (with respect to Cavco's payment of any Tax that may be due of a Separate
      Return filed by Centex pursuant to Section 2.1(a)(3)), Centex shall pay to
      the appropriate Tax Authorities all Taxes due and payable for all
      Pre-Distribution Periods for which it is responsible for filing any Tax
      Return pursuant to Section 2.1.

3.3   Additional Liability Allocation. Except with respect to any Restructuring
      Tax, Cavco shall have no further liability to Centex for any Taxes for any
      Pre-Distribution Period for which Centex is responsible for filing any Tax
      Return pursuant to Section 2.1(a)(1) and 2.1(a)(2).

                                    ARTICLE 4
                                 DECONSOLIDATION

4.1   Distribution Related Items.

      (a)   Restrictions on Certain Post-Distribution Actions.

            (1)   Cavco Restrictions. Cavco covenants to Centex that it will not
                  take or fail to take any action where such action or failure
                  to act would cause the Merger and Distribution to fail to
                  qualify under Sections 355(a) and 368(a)(1)(D) of the Code or
                  any corresponding provisions of state or local law. Without
                  limiting the foregoing, Cavco covenants to Centex that: (i)
                  during the two-year period following the Distribution Date,
                  Cavco will not liquidate, merge or consolidate with any other
                  person; (ii) during the two-year period following the
                  Distribution Date, Cavco will not sell, exchange, or
                  distribute or otherwise dispose of all or a substantial
                  portion of its assets except in the ordinary course of
                  business; (iii) during the two-year period following the

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                  Distribution Date, Cavco will continue the active conduct of
                  the historic business as transferred to it in the Merger; (iv)
                  Cavco will not take any action inconsistent with the
                  information and representations in the Ruling Documents; (v)
                  Cavco will not repurchase stock of Cavco in a manner contrary
                  to the requirements of Section 4.05(1)(b) of Revenue Procedure
                  96-30 or in a manner contrary to the representations made in
                  the Ruling Documents; and (vi) Cavco will not enter into any
                  negotiations, agreements or arrangements with respect to any
                  of the foregoing.

            (2)   Centex Restrictions. Centex convenants to Cavco that it will
                  not take or fail to take any action where such action or
                  failure to act would cause the Merger and Distribution to fail
                  to qualify under Sections 355(a) and 368(a)(1)(D) of the Code
                  or any corresponding provisions of state or local law.

      (b)   Liability for Undertaking Certain Actions.

            (1)   Cavco Liability. Cavco shall be responsible for one hundred
                  percent (100%) of any Restructuring Taxes that are
                  attributable to, or result from, any act or failure to act
                  described in Section 4.1(a)(1) of this Agreement by Cavco.
                  Cavco shall indemnify Centex, each Centex Affiliate and their
                  directors, officers and employees and hold them harmless from
                  and against any such Restructuring Taxes.

            (2)   Centex Liability. Centex and each Centex Affiliate shall be
                  responsible for one hundred percent (100%) of any
                  Restructuring Taxes that are attributable to, or result from,
                  any act or failure to act described in Section 4.1(a)(2) of
                  this Agreement by Centex or any Centex Affiliate. Centex and
                  each Centex Affiliate shall jointly and severally indemnify
                  Cavco and their directors, officers and employees and hold
                  them harmless from and against any such Restructuring Tax.

      (c)   Information. Centex has provided Cavco with copies of the Ruling
            Documents submitted on or prior to the date hereof, and shall
            provide Cavco with copies of any additional Ruling Documents
            prepared after the date hereof prior to the submission of such
            Ruling Documents to a Tax Authority.

      (d)   Liability for Breach of Representation. Each of Centex and Cavco
            hereby represents that (1) it has read the Ruling Documents
            submitted on or prior to the date hereof, (2) all information
            contained in such Ruling Documents that concerns or relates to such
            party or any affiliate of such party, other than information which
            is provided by an external expert, is true, correct and complete in
            all material respects, and (3) except to the extent that such party
            shall have notified the other party in writing to the contrary and
            with reasonable specificity prior to the Distribution Date, all such
            information that concerns or relates to such party or any affiliate
            of such party, other than information which is provided by an
            external

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            expert, is and will be true, correct and complete in all material
            respects as of the Distribution Date.

            Cavco acknowledges and agrees that the term "Ruling Documents,"
            whenever used in this Agreement, includes all filings or ruling
            requests or other materials, appendices and exhibits submitted after
            the date hereof to the Service or any Tax Authority in connection
            with the Distribution and provided by Centex to Cavco under Section
            4.1 of this Agreement.

            If any Tax Authority withdraws any portion of a ruling issued to
            Centex in connection with the Distribution because of a breach by
            Cavco of a representation made in this Section 4.1, Cavco shall be
            responsible for one hundred percent (100%) of any Restructuring
            Taxes. In such event, Cavco shall indemnify Centex, each Centex
            Affiliate and their directors, officers and employees and hold them
            harmless from and against any Restructuring Taxes. If any Tax
            Authority withdraws any portion of a ruling issued to Centex in
            connection with the Distribution because of a breach by Centex or
            any Centex Affiliate of a representation made in this Section 4.1,
            Centex and each Centex Affiliate shall be responsible for one
            hundred percent (100%) of any Restructuring Taxes. In such event,
            Centex and each Centex Affiliate shall jointly and severally
            indemnify Cavco and its directors, officers and employees and hold
            them harmless from and against any Restructuring Taxes.

      (e)   Payment. Cavco shall make or cause to be made all payments for which
            it may be liable under this Section 4.1. Such payments shall be made
            to Centex or to the appropriate Tax Authority as specified by Centex
            no later than five (5) days after delivery by Centex to Cavco of
            written notice of a payment by or liability of Centex (or a Centex
            Affiliate or a director, officer or employee) based on a Final
            Determination, together with a computation of the amounts due.

4.2   Information for Shareholders. Centex shall provide each shareholder that
      receives stock of Cavco pursuant to the Public Distribution with the
      information necessary for such shareholder to comply with the requirements
      of Section 355 of the Code and the Treasury regulations thereunder with
      respect to statements that such shareholders must file with their Federal
      Income Tax Returns demonstrating the applicability of Section 355 of the
      Code to the Public Distribution.

4.3   Special Indemnification. Centex expressly agrees to indemnify Cavco for
      any Federal Income Tax with respect to any Consolidated Return for which
      Centex is responsible for filing pursuant to Section 2.1(a)(1) in the
      event that Cavco is liable to the Service for any such Federal Income Tax
      pursuant to Treasury Regulation section 1.1502-6.

                                    ARTICLE 5
                             ADDITIONAL OBLIGATIONS

5.1   Provision of Information.

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      (a)   Cavco shall furnish to Centex in a timely manner such information
            and documents as Centex may reasonably request for purposes of (1)
            preparing any Tax Return for which Centex has filing responsibility
            under this Agreement, (2) contesting or defending any Audit, and (3)
            making any determination or computation necessary or appropriate
            under this Agreement.

      (b)   Cavco shall make its employees available to provide explanations of
            documents and other materials and such other information as Centex
            may reasonably request in connection with any of the foregoing.

      (c)   Cavco shall cooperate in any Audit of any Consolidated Return or
            Combined Return.

      (d)   Cavco shall retain and provide on demand books, records,
            documentation or other information relating to any Tax Return until
            the later of (1) the expiration of the applicable statute of
            limitations (giving effect to any extension, waiver, or mitigation
            thereof) and (2) in the event any claim is made under this Agreement
            for which such information is relevant, until a Final Determination
            with respect to such claim.

      (e)   Cavco shall take such action as Centex may reasonably deem
            appropriate in connection with the provision of information under
            this Section 5.1.

5.2   Indemnification.

      (a)   Failure to Pay. Centex and each Centex Affiliate shall jointly and
            severally indemnify Cavco and its respective directors, officers and
            employees, and hold them harmless from and against any loss, cost,
            damage or expense, including reasonable attorneys' fees and costs,
            that is attributable to, or results from the failure of Centex, any
            Centex Affiliate or any director, officer or employee to make any
            payment required to be made under this Agreement. Cavco shall
            indemnify Centex, each Centex Affiliate and their respective
            directors, officers and employees, and hold them harmless from and
            against any loss, cost, damage or expense, including reasonable
            attorneys' fees and costs, that is attributable to, or results from,
            the failure of Cavco or any director, officer or employee to make
            any payment required to be made under this Agreement.

      (b)   Inaccurate or Incomplete Information. Centex and each Centex
            Affiliate shall jointly and severally indemnify Cavco and their
            respective directors, officers and employees, and hold them harmless
            from and against any cost, fine, penalty, or other expense of any
            kind attributable to the negligence of Centex or any Centex
            Affiliate in supplying Cavco with inaccurate or incomplete
            information, in connection with the preparation of any Tax Return.
            Cavco shall indemnify Centex, each Centex Affiliate and their
            respective directors, officers and employees, and hold them harmless
            from and against any cost, fine, penalty, or other expenses of

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            any kind attributable to the negligence of Cavco in supplying Centex
            or any Centex Affiliate with inaccurate or incomplete information,
            in connection with the preparation of any Tax Return.

5.3   Interest. Payments pursuant to this Agreement that are not made within the
      period prescribed in this Agreement or, if no period is prescribed, within
      thirty (30) days after demand for payment is made (the "Payment Period")
      shall bear interest for the period from and including the date immediately
      following the last date of the Payment Period through and including the
      date of payment (the "Interest Accrual Period") at a per annum rate equal
      to Cavco's weighted average interest rate for debt capital for each year,
      or part thereof, included in the Interest Accrual Period plus 50 basis
      points. Such interest will be payable at the same time as the payment to
      which it relates and shall be calculated on the basis of a year of 365
      days and the actual number of days for which due.

                                    ARTICLE 6
                                     AUDITS

6.1   In General.

      (a)   Centex shall have the exclusive right, in its sole discretion, to
            control, contest, and represent the interests of Centex, any Centex
            Affiliate, or Cavco in any Audit relating to any Tax Return
            described in Section 2.1(a)(1) or 2.1(a)(2) of this Agreement and to
            resolve, settle or agree to any deficiency, claim or adjustment
            proposed, asserted or assessed in connection with or as a result of
            any such Audit.

      (b)   Cavco shall have the exclusive right, in its sole discretion, to
            control, contest, and represent the interests of Cavco in any Audit
            relating to any Tax Return described in Section 2.1(b) or Section
            2.1(a)(3) of this Agreement and to resolve, settle, or agree to any
            deficiency, claim or adjustment proposed, asserted or assessed in
            connection with or as a result of any such Audit.

      (c)   After the Distribution Date, Centex and Cavco shall cooperate in
            order to transfer to Cavco the exclusive right to control, contest
            and represent the interests of Cavco in any Audit and to resolve,
            settle, or agree to any deficiency, claim or adjustment proposed,
            asserted or assessed in connection with or as a result of any such
            Audit in each case relating to all Separate Returns of Cavco
            relating to Non-Federal Separate Taxes.

6.2   Notice. If, after the Distribution Date, Centex or any member of the
      Centex Group receives written notice of, or relating to, an Audit from a
      Tax Authority that asserts, proposes or recommends a deficiency, claim or
      adjustment that, if sustained, would result in any Restructuring Taxes for
      which Cavco could be responsible under this Agreement, Centex shall notify
      Cavco in writing of such deficiency, claim or adjustment within ten (10)
      days of its receipt. If Cavco receives written notice of or relating to an
      audit from a Tax Authority with respect to a Tax Return described in
      Section 2.1(a)(1) or 2.1(a)(2) of this Agreement, Cavco shall provide a
      copy of such notice to Centex within ten (10) days of

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<PAGE>

      receiving such notice of such Audit, but in no case later than thirty (30)
      days before a response is required to be provided to the relevant Tax
      Authority.

6.3   Participation Rights.

      (a)   If a Tax Authority asserts, proposes or recommends a deficiency,
            claim or adjustment that, if sustained, would result in
            Restructuring Taxes for which Cavco could be responsible under this
            Agreement, and Cavco acknowledges in writing to Centex that, as
            between Cavco and Centex, Cavco shall be responsible for one hundred
            percent (100%) of any such Restructuring Taxes that are determined
            pursuant to a Final Determination, then (1) Centex shall take all
            actions requested by Cavco to contest such deficiency, claim or
            adjustment, including administrative and judicial proceedings; (2)
            Cavco shall have the right to fully participate with respect to such
            deficiency, claim or adjustment and related proceedings and Centex
            shall accept all reasonable suggestions by Cavco in connection with
            the management and substance of such proceedings, and (3) in no
            event shall Centex settle or compromise any such deficiency, claim
            or adjustment without the written consent of Cavco.

      (b)   If a Tax Authority asserts, proposes or recommends a deficiency,
            claim or adjustment that, if sustained, would result in
            Restructuring Taxes for which Cavco could be responsible under this
            Agreement and has not admitted liability for such Restructuring
            Taxes pursuant to Section 6.3(a):

            (1)   Centex shall keep Cavco informed in a timely manner of all
                  material actions taken or proposed to be taken by Centex in
                  connection with such deficiency, claim or adjustment;

            (2)   Centex shall reasonably consider any comments that Cavco makes
                  with respect to the handling of the case and provide Cavco an
                  opportunity to attend any meetings with the Tax Authority; and

            (3)   Centex shall have no obligation to appeal a determination of
                  any Tax Authority in any judicial forum.

6.4   Failure to Notify, Etc. The failure of Centex promptly to notify Cavco of
      any matter relating to a particular Tax for a taxable period or to take
      any action specified in Section 6.3 of this Agreement shall not relieve
      Cavco of any liability and/or obligation which it may have to Centex or
      any Centex Affiliate under this Agreement with respect to such
      Restructuring Taxes except to the extent that Cavco's rights hereunder are
      materially prejudiced by such failure and in no event shall such failure
      relieve Cavco of any other liability and/or obligation which it may have
      to Centex or any Centex Affiliate.

                                       13
<PAGE>

                                    ARTICLE 7
                               DISPUTE RESOLUTION

7.1   Governed by Distribution Agreement. Any dispute arising out of or relating
to this Agreement, including the breach or termination hereof, shall be resolved
in accordance with the procedures specified in Article 8 of that certain
Distribution Agreement between Centex and Cavco dated as of _____________ to
which this Agreement is attached as an exhibit.

                                    ARTICLE 8
                                  MISCELLANEOUS

8.1   Effectiveness. This Agreement shall become effective upon execution by
      both parties hereto.

8.2   Notices. Any notice, request, instruction or other document to be given or
      delivered under this Agreement by any party to another party shall be in
      writing and shall be deemed to have been duly given or delivered when (1)
      delivered in person, (2) sent by facsimile, (3) deposited in the United
      States mail, postage prepaid and sent certified mail, return receipt
      requested, or (4) delivered to Federal Express or similar service for
      overnight delivery to the address of the party set forth below.

                         If to Centex or any Centex Affiliate, to:

                         Centex Corporation
                         2728 North Harwood
                         Dallas, Texas 75201
                         Fax No.:  (214) ____________________
                         Attention:  ________________________

                         With copy to:

                         Centex Corporation
                         2728 North Harwood
                         Dallas, TX  75201
                         Fax. No.:  (214) 981-6855
                         Attention:  General Counsel

                         If to Cavco:

                         Cavco Industries, Inc.
                         1001 North Central Avenue
                         Suite 800
                         Phoenix, Arizona 85004
                         Fax No.: (602) 256-6189
                         Attention:  Chief Executive Officer

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<PAGE>

      Any party may, by written notice to the other parties, change the address
      or the party to which any notice, request, instruction or other document
      (or any copy thereof) is to be delivered.

8.3   Changes in Law. Any reference to a provision of the Code or a law of
      another jurisdiction shall include a reference to any applicable successor
      provision or law.

8.4   Confidentiality. Each party shall hold and cause its directors, officers,
      employees, advisors and consultants to hold in strict confidence, unless
      compelled to disclose by judicial or administrative process or, in the
      opinion of its counsel, by other requirements of law, all information
      (other than any such information relating solely to the business or
      affairs of such party) concerning the other parties hereto furnished it by
      such other party or its representatives pursuant to this Agreement (except
      to the extent that such information can be shown to have been (1)
      previously known by the party to which it was furnished, (2) in the public
      domain through no fault of such party, or (3) later lawfully acquired from
      other sources not under a duty of confidentiality by the party to which it
      was furnished), and each party shall not release or disclose such
      information to any other person, except its directors, officers,
      employees, auditors, attorneys, financial advisors, bankers and other
      consultants who shall be advised of and agree to be bound by the
      provisions of this Section 9.4. Each party shall be deemed to have
      satisfied its obligation to hold confidential information concerning or
      supplied by the other party if it exercises the same care as it takes to
      preserve confidentiality for its own similar information.

8.5   Successors. This Agreement shall be binding on and inure to the benefit of
      any successor, by merger, acquisition of assets or otherwise, to any of
      the parties hereto, to the same extent as if such successor had been an
      original party.

8.6   Affiliates. Centex shall cause to be performed, and hereby guarantees the
      performance of, all actions, agreements and obligations set forth herein
      to be performed by a Centex Affiliate; provided, however, that if a Centex
      Affiliate ceases to be a Centex Affiliate as a result of a transfer of its
      stock or other ownership interests to a third party in exchange for
      consideration in an amount approximately equal to the fair market value of
      the stock or other ownership interests transferred and such consideration
      is not distributed outside of the Centex Group to the shareholders of
      Centex then Cavco shall, upon request, execute a release of such Centex
      Affiliate from its obligations under this Agreement upon such transfer
      provided that such Centex Affiliate shall have executed a release of any
      rights it may have against Cavco or any Cavco Affiliate by reason of this
      Agreement.

8.7   Authorization, Etc. Each of the parties hereto hereby represents and
      warrants that it has the power and authority to execute, deliver and
      perform this Agreement, that this Agreement has been duly authorized by
      all necessary corporate action on the part of such party, that this
      Agreement constitutes a legal, valid and binding obligation of each such
      party and that the execution, delivery and performance of this Agreement
      by such party does not contravene or conflict with any provision of law or
      of its charter or bylaws or any agreement, instrument or order binding on
      such party.

                                       15
<PAGE>

8.8   Entire Agreement. This Agreement contains the entire agreement among the
      parties hereto with respect to the subject matter hereof and amends and
      restates all prior Tax sharing agreements between Centex or any Centex
      Affiliate and Cavco and such prior tax sharing agreements shall have no
      further force and effect.

8.9   Section Captions. Section captions used in this Agreement are for
      convenience and reference only and shall not affect the construction of
      this Agreement.

8.10  Governing Law. This Agreement shall be governed by and construed in
      accordance with laws of the State of Texas without giving effect to laws
      and principles relating to conflicts of law.

8.11  Counterparts. This Agreement may be executed in any number of
      counterparts, each of which shall be deemed an original, but all of which
      together shall constitute one and the same Agreement.

8.12  Severability. If any term, provision, covenant, or restriction of this
      Agreement is held by a court of competent jurisdiction (or an arbitrator
      or arbitration panel) to be invalid, void, or unenforceable, the remainder
      of the terms, provisions, covenants, and restrictions set forth herein
      shall remain in full force and effect, and shall in no way be affected,
      impaired, or invalidated. It is hereby stipulated and declared to be the
      intention of the parties that they would have executed the remaining
      terms, provisions, covenants, and restrictions without including any of
      such which may be hereafter declared invalid, void, or unenforceable. In
      the event that any such term, provision, covenant or restriction is held
      to be invalid, void or unenforceable, the parties hereto shall use their
      best efforts to find and employ an alternate means to achieve the same or
      substantially the same result as that contemplated by such terms,
      provisions, covenant, or restriction.

8.13  No Third Party Beneficiaries. This Agreement is solely for the benefit of
      Centex, the Centex Affiliates, and Cavco. This Agreement should not be
      deemed to confer upon third parties any remedy, claim, liability,
      reimbursement, cause of action or other rights in excess of those existing
      without this Agreement.

8.14  Waivers, Etc. No failure or delay on the part of the parties in exercising
      any power or right hereunder shall operate as a waiver thereof, nor shall
      any single or partial exercise of any such right or power, or any
      abandonment or discontinuance of steps to enforce such right or power,
      preclude any other or further exercise thereof or the exercise of any
      other right or power. No modification or waiver of any provision of this
      Agreement nor consent to any departure by the parties therefrom shall in
      any event be effective unless the same shall be in writing, and then such
      waiver or consent shall be effective only in the specific instance and for
      the purpose for which given.

8.15  Setoff. All payments to be made by any party under this Agreement shall be
      made without setoff, counterclaim, or withholding, all of which are
      expressly waived.

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<PAGE>

8.16  Change of Law. If, due to any change in applicable law or regulations or
      their interpretation by any court of law or other governing body having
      jurisdiction subsequent to the date of this Agreement, performance of any
      provision of this Agreement or any transaction contemplated thereby shall
      become impracticable or impossible, the parties hereto shall use their
      commercially reasonable efforts to find and employ an alternative means to
      achieve the same or substantially the same result as that contemplated by
      such provision.

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be
executed by a duly authorized officer as of the date first above written.

                     CENTEX CORPORATION, on behalf of itself and its affiliates

                     By

                     Name: /s/ MICHAEL S. ALBRIGHT
                          -----------------------------------------------------
                     Title:  Senior Vice President

                     CAVCO INDUSTRIES, INC.

                     By

                     Name: /s/  JOSEPH H. STEGMAYER
                          -----------------------------------------------------
                     Title: President and Chief Executive Officer