exv4w1



 





	 	 	 
	 	[GREEN CERTIFICATE BORDER]	EXHIBIT 4.1







	 	 	 
	COMMON STOCK

	 	COMMON STOCK







	 	 	 	 	 
	INCORPORATED UNDER THE	 	LAWS OF THE STATE OF NEVADA
	 	SEE REVERSE SIDE
FOR LEGEND
	CENTEX CORPORATION	 	 
	THIS CERTIFICATE IS TRANSFERABLE IN THE CITY OF NEW YORK, NEW YORK, OR IN RIDGEFIELD PARK, NEW JERSEY	 	CUSIP 152312 10 4

SEE REVERSE FOR CERTAIN DEFINITIONS







THIS IS TO CERTIFY THAT




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

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

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

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




IS THE OWNER OF




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




AUTHORIZED SIGNATURE


[SEAL]



	 	 	 	 	 
	DATED:
	 	 	 	 
	 
	 	 	 	 
	/s/ RAYMOND G. SMERGE

	 	[CENTEX LOGO]
	 	/s/ TIMOTHY R. ELLER
	


	 	 	 	



	SECRETARY

	 	 	 	     CHAIRMAN OF THE BOARD

     CHIEF EXECUTIVE OFFICER







	 	 	 	 
	 	
COUNTERSIGNED AND REGISTERED:

	 	 	MELLON INVESTOR SERVICES LLC


	 	BY	 	TRANSFER AGENT AND REGISTRAR



















 






     
This certificate also evidences and entitles the holder hereof to
certain Rights as set forth in the Rights Agreement between
Centex Corporation (“Centex”) and Mellon Investor Services LLC (the
“Rights Agent”), dated as of October 2, 1996, as amended (the
“Rights Agreement”), the terms of which are hereby
Incorporated herein by
reference and a copy of which is on file at the principal offices of
Centex. Under certain circumstances, as set forth in the Rights Agreement,
such Rights will be evidenced by separate certificates and will no longer
be evidenced by this certificate. Centex will mail to the holder of this
certificate a copy of the Rights Agreement, as in effect on the date of
mailing, without charge promptly after receipt of a written request
therefor. Under certain circumstances set forth in the Rights Agreement,
Rights issued to, or held by, any Person who is, was or becomes an
Acquiring Person or any Affiliate or Associate thereof (as such terms are
defined in the Rights Agreement), whether currently held by or on behalf
of such Person or by any subsequent holder, may become null and void.



CENTEX CORPORATION




KEY TO ABBREVIATIONS




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



	 	 	 	 	 	 	 	 	 	 	 
	TEN COM

	 	—
	 	as tenants in common
	 	(Name) GUST (Name) UNIF
	 	—
	 	(Name) as Custodian for (Name)
	TEN ENT

	 	—
	 	as tenants by the entireties
	 	GIFT MIN ACT (State)
	 	 	 	under the (State) Uniform
	JT TEN

	 	—
	 	as joint tenants with right of
survivorship and not as
tenants in common	 	 	 	 	 	Gifts to Minors Act







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




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



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



PLEASE INSERT SOCIAL SECURITY OR OTHER

   IDENTIFYING NUMBER OF ASSIGNEE




___________________________________________________________________________________________________________




___________________________________________________________________________________________________________



PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE




___________________________________________________________________________________________________________


___________________________________________________________________________________________________________


_____________________________________________________________________________________________________Shares

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




___________________________________________________________________________________________________________

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




Dated ________________




	 	 	 	 	 	 	 
	

	 	 	 	 	 	X
	

	 	NOTICE:	 	 	 	
(SIGNATURE)

	

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

	 	 	 	 	 	X
	 
	 	 	 	 	 	
(SIGNATURE)

	

	 	 	 	 	 	 
	

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

	 	 	 	 	 	 
	

	 	 	 	 	 	SIGNATURE(S) GUARANTEED BY: