<PAGE>   1
                                                  CENTEX CORPORATION EXHIBIT 4.1

                                    RESTATED
                                  ARTICLES OF
                                 INCORPORATION
                                       OF
                               CENTEX CORPORATION


         FIRST:  The name of the corporation is CENTEX CORPORATION.

         SECOND: Its principal office in the State of Nevada is located at One
East First Street, Reno, Washoe County, Nevada. The name and address of its
resident agent is The Corporation Trust Company, One East First Street, Reno,
Nevada.

         THIRD: The purpose of the Corporation is to engage in any lawful act,
activity and/or business for which corporations may be organized under the
General Corporation Laws of the State of Nevada.

         FOURTH: The total number of shares of all classes of stock which the
Corporation is authorized to Issue is Fifty Five Million (55,000,000). All such
shares are to have a par value and are classified as (i) Five Million
(5,000,000) shares of Preferred Stock (the "Preferred Stock"), each share of
such stock having such par value as the Board of Directors of the Corporation
may from time to time designate in the resolutions providing for the issuance
thereof, as hereinafter provided, and (ii) Fifty Million (50,000,000) shares of
Common Stock (the "Common Stock"), each share of such stock having a par value
of $.25.

         The designations and the powers, preferences, rights, qualifications,
limitations and restrictions of the Preferred Stock and the Common Stock of the
Corporation are as follows:

         A.      Provisions Relating to the Preferred Stock.

                 1.       The Preferred Stock may be issued from time to time
         in one or more classes or series, the shares of each class or series
         to have such designations and powers, preferences and rights, and
         qualifications, limitations and restrictions thereof as are stated and
         expressed herein and in the resolution or resolutions providing for
         the issue of such class or series adopted by the Board of Directors as
         hereafter prescribed.

                 2.       Authority is hereby expressly granted to and vested
         in the Board of Directors to authorize the issuance of the Preferred
         Stock from time to time in one or more classes or series, and with
         respect to each class or series of the Preferred Stock, to fix and
         state by the resolution or resolutions from time to time adopted
         providing for the issuance thereof the following:

                          (i) Whether or not the class or series is to have
                 voting rights, full or limited, or is to be without voting
                 rights;
<PAGE>   2
                          (ii) The number of shares to constitute the class or
                 series and the designations thereof;

                          (iii) The par value, preferences and relative,
                 participating, optional or other special rights, if any, and
                 the qualifications, limitations, or restrictions thereof, if
                 any, with respect to any class or series;

                          (iv) Whether or not the shares of any class or series
                 shall be redeemable and if redeemable the redemption price or
                 prices, and the time or times at which, and the terms and
                 conditions upon which, such shares shall be redeemable and the
                 manner of redemption;

                          (v) Whether or not the shares of a class or series
                 shall be subject to the operation of retirement or sinking
                 funds to be applied to the purchase or redemption of such
                 shares for retirement, and if such retirement or sinking fund
                 or funds be established, the annual amount thereof and the
                 terms and provisions relative to the operation thereof;

                          (vi) The dividend rate, whether dividends are payable
                 in cash, stock of the Corporation, or other property, the
                 conditions upon which and the times when such dividends are
                 payable, the preference to or the relation to the payment of
                 dividends payable on any other class or classes or series of
                 stock, whether or not such dividend shall be cumulative or
                 noncumulative, and if cumulative, the date or dates from which
                 such dividends shall accumulate;

                          (vii) The preferences, if any, and the amounts
                 thereof which the holders of any class or series thereof shall
                 be entitled to receive upon the voluntary or involuntary
                 dissolution of, or upon any distribution of the assets of, the
                 Corporation;

                          (viii) Whether or not the shares of any class or
                 series shall be convertible into, or exchangeable for, the
                 shares of any other class or classes or of any other series of
                 the same of any other class or classes of stock of the
                 Corporation and the conversion price or prices or ratio or
                 ratios or the rate or rates at which such exchange may be
                 made, with such adjustments, if any, as shall be stated and
                 expressed or provided for in such resolution or resolutions;
                 and

                          (ix) Such other special rights and protective
                 provisions with respect to any class or series as may to be
                 Board of Directors deem advisable.

         3.      The shares of each class or series of the Preferred Stock may
vary from the shares of any other series thereof in any or all of the foregoing
respects. The Board of Directors may increase the number of shares of the
Preferred Stock designated for any existing class or series by a resolution
adding to such class or series authorized and





                                       2
<PAGE>   3
unissued shares of the Preferred Stock not designated for any other class or
series. The Board of Directors may decrease the number of shares of the
Preferred Stock designated for any existing class or series by a resolution,
subtracting from such series unissued shares of the Preferred Stock designated
for such class or series, and the shares subtracted shall become authorized,
unissued and undesignated shares of the Preferred Stock.

         4. The shares of Preferred Stock, Series A, heretofore authorized in
resolutions adopted by Unanimous Written Consents of the Board of Directors,
dated February 17, 1970, and November 13, 1970, the shares of Preferred Stock,
Series B, heretofore authorized in resolutions adopted by Unanimous Written
Consent of the Board of Directors, dated February 17, 1970, and the shares of
Preferred Stock, Series C, heretofore authorized in resolutions adopted by
Unanimous Written Consent of the Board of Directors dated June 24, 1970, shall,
notwithstanding anything else to the contrary, have the following voting power
and privileges:

         A.      Each holder of Preferred Stock, Series A, Preferred Stock,
         Series B, or Preferred Stock, Series C, shall be entitled to one vote
         on each matter submitted to a vote of the stockholders for each whole
         share of Common Stock into which each share of Preferred Stock
         standing in such holder's name on the records of the Corporation is
         convertible, irrespective of whether or not the conversion privilege
         may be exercised by the holder of such Preferred Stock as of the
         record date for the determination of stockholders entitled to vote on
         each matter at the meeting of the stockholders called and held for
         such purpose.

         B.      Provisions Relating to the Common Stock.

                 1.       Except as otherwise required by law, each holder of
         Common Stock shall be entitled to one vote for each share of Common
         Stock standing in such holder's name on the records of the Corporation
         on each matter submitted to a vote of the stockholders.

                 2.       Subject to the rights of the holders of the Preferred
         Stock, the holders of the Common Stock shall be entitled to receive
         when, as and if declared by the Board of Directors, out of funds
         legally available therefor, dividends payable in cash, stock or
         otherwise.

                 3.       Upon any liquidation, dissolution or winding up of
         the Corporation, whether voluntary or involuntary, and after the
         holders of the Preferred Stock shall have been paid in full the
         amounts to which they shall be entitled (if any), or a sum sufficient
         for such payment in full shall have been set aside, the remaining net
         assets of the Corporation shall be distributed pro rata to the holders
         of the Common Stock in accordance with their respective rights and
         interests, to the exclusion of the holders of the Preferred Stock.





                                       3
<PAGE>   4
         C.      General.

                 1.       Subject to the provisions of law and the foregoing
         provisions of these Articles of Incorporation, the Corporation may
         issue shares of its Preferred Stock and Common Stock from time to time
         for such consideration (not less than the par value or stated value
         thereof) as may be fixed by the Board of Directors, which is expressly
         authorized to fix the same in its absolute and uncontrolled discretion
         subject to the foregoing conditions. Shares so issued for which the
         consideration shall have been paid or delivered to the Corporation
         shall be deemed fully paid stock and shall not be liable to any
         further call or assessment thereon and the holders of such shares
         shall not be liable for any further payments in respect of such
         shares.

                 2.       No stockholder of this Corporation shall have, by
         reason of his holding shares of any class of stock of this
         Corporation, any preemptive or preferential rights to purchase or
         subscribe for any other shares (including treasury shares) of any
         class of this Corporation now or hereafter to be authorized, or any
         notes, debentures, bonds, or other securities convertible into or
         carrying options or warrants to purchase shares of any class, now or
         hereafter to be authorized, whether or not the issuance of any such
         shares, or such notes, debentures, bonds or other securities, would
         adversely affect the dividend or voting rights of such stockholder.

                 3.       Cumulative voting by any stockholder is hereby
         expressly denied.

         FIFTH: The members of the governing board shall be styled "directors"
and the number thereof shall be not less than three (3) nor more than thirteen
(13), the exact number to be fixed as provided by the Bylaws of the
Corporation, provided that the number so fixed as provided by the Bylaws may be
increased or decreased within the limits above specified from time to time as
provided by the Bylaws.

         The names and post office addresses of the first Board of Directors,
which shall consist of three (3) members, are as follows:

<TABLE>
<CAPTION>
                 Name                              Address
                 ----                              -------
         <S>                               <C>
         Frank M. Crossen                  4600 Republic National Bank Tower
                                           Dallas, Texas 75201

         Paul R. Seegers                   4600 Republic National Bank Tower
                                           Dallas, Texas 75201

         E. L. Higgins                     4600 Republic National Bank Tower
                                           Dallas, Texas 75201
</TABLE>

         SIXTH: The names and post office addresses of each of the
incorporators signing the Articles of Incorporation are as follows:





                                       4
<PAGE>   5
<TABLE>
<CAPTION>
                 Name                              Address
                 ----                              -------
         <S>                               <C>
         Donald L. Carano                  2520 Faretto Drive
                                           Reno, Nevada 89502

         Linda A. Barozzi                  3485 Bryan Street
                                           Reno, Nevada 89503

         Marilyn Hart                      19765 Miner Lane
                                           Reno, Nevada 89502
</TABLE>

         SEVENTH: The Corporation shall have perpetual existence.

         EIGHTH: The Board of Directors is expressly authorized to make,
repeal, alter, amend or rescind the Bylaws of the Corporation. The stockholders
of the Corporation shall not make, repeal, alter, amend or rescind the Bylaws
of the Corporation except by the vote of the holders of 66 2/3 percent or more
of the combined voting power of the then outstanding shares of stock of all
classes and series of the Corporation entitled to vote generally in the
election of directors, voting together as a single class. In addition to any
requirement of law and any other provisions of these Articles of Incorporation
or any resolution or resolutions of the Board of Directors adopted pursuant to
Article Fourth of these Articles of Incorporation (and notwithstanding the fact
that a lesser percentage may be specified by law, these Articles of
Incorporation or any such resolution or resolutions), the affirmative vote of
the holders of 66 2/3 percent or more of the combined voting power of the then
outstanding shares of stock of all classes and series of the Corporation
entitled to vote generally in the election of directors, voting together as a
single class, shall be required to amend, alter or repeal, or adopt any
provision inconsistent with, this Article Eighth.

         NINTH: No contract or other transaction between the Corporation and
any other corporation and no other act of the Corporation shall, in the absence
of fraud, be invalidated or in any way affected by the fact that any of the
directors of the Corporation are pecuniarily or otherwise interested in such
contract, transaction, or other act, or are directors or officers of such
corporation. Any director of the Corporation, individually or any firm or
association of which any such director may be a member, may be a party to, or
may be pecuniarily or otherwise interested in, any contract or transaction of
the Corporation, provided that the fact that he individually or such firm or
association is so interested shall be disclosed or shall have been known to the
Board of Directors or a majority of such members thereof as shall be present at
any meeting of the Board of Directors at which action upon any such contract or
transaction shall be taken; and any director of the Corporation who is a
director or officer of such other corporation or who is so interested may be
counted in determining the existence of a quorum at any meeting of the Board of
Directors which shall authorize any such contract or transaction and may vote
thereat to authorize any such contract or transaction with like force and
effect as if he were not such director or officer of such other corporation or
not so interested; every director of the Corporation being hereby relieved from
any disability which might otherwise prevent him from carrying out transactions
with or contracting with the Corporation for the benefit of





                                       5
<PAGE>   6
himself or any firm or corporation, association, trust or organization in which
or with which he may be in interested or connected.

         TENTH:

                 1.       Elimination of Director or Officer Liability.

                 No director or officer of the Corporation shall be personally
         liable to the Corporation or any of its stockholders for damages for
         breach of fiduciary duty as a director or officer involving any act or
         omission of any such director or officer occurring on or after July
         15, 1987; provided, however, that the foregoing provision shall not
         eliminate or limit the liability of a director or officer (i) for acts
         or omissions which involve intentional misconduct, fraud or a knowing
         violation of law, or (ii) the payment of dividends in violation of
         Section 78.300 of the Nevada Revised Statutes. Any repeal or
         modification of this paragraph 1 of Article TENTH by the stockholders
         of the Corporation shall be prospective only, and shall not adversely
         affect any limitation on the personal liability of a director or
         officer of the Corporation for acts or omissions prior to such repeal
         or modification.

                 2.       Indemnification.

                          (a)     The Corporation shall have power to indemnify
                 any person who was or is a party or is threatened to be made a
                 party to any threatened, pending or completed action, suit or
                 proceeding, whether civil, criminal, administrative or
                 investigative (other than an action by or in the right of the
                 Corporation), by reason of the fact that he is or was a
                 director, officer, employee or agent of the Corporation, or is
                 or was serving at the request of the Corporation as a
                 director, officer, employee or agent of another corporation,
                 partnership, joint venture, trust, or other enterprise,
                 against expenses (including attorneys' fees), judgments,
                 fines, and amounts paid in settlement actually and reasonably
                 incurred by him in connection with the action, suit or
                 proceeding, if he acted in good faith and in a manner which he
                 reasonably believed to be in or not opposed to the best
                 interests of the Corporation, and, with respect to any
                 criminal action or proceeding had no reasonable cause to
                 believe his conduct was unlawful. The termination of any
                 action, suit or proceeding by judgment, order, settlement or
                 conviction, or upon a plea of nolo contendere or its
                 equivalent, does not, of itself, create a presumption that the
                 person did not act in good faith and in a manner which he
                 reasonably believed to be in or not opposed to the best
                 interests of the Corporation, and that, with respect to any
                 criminal action or proceeding, he had reasonable cause to
                 believe that his conduct was unlawful.

                          (b)     The Corporation shall have power to indemnify
                 any person who was or is a party or is threatened to be made a
                 party to any threatened, pending or completed action or suit
                 by or in the right of the Corporation to





                                       6
<PAGE>   7
                 procure a judgment in its favor by reason of the fact that he
                 is or was a director, officer, employee or agent of the
                 Corporation, or is or was serving at the request of the
                 Corporation as a director, officer, employee or agent of
                 another corporation, partnership, joint venture, trust or
                 other enterprise, against expenses, including amounts paid in
                 settlement and attorneys' fees, actually and reasonably
                 incurred by him in connection with the defense or settlement
                 of the action or suit if he acted in good faith and in a
                 manner he reasonably believed to be in or not opposed to the
                 best interests of the Corporation. Indemnification may not be
                 made for any claim, issue or matter as to which such a person
                 has been adjudged by a court of competent jurisdiction, after
                 exhaustion of all appeals therefrom, to be liable to the
                 Corporation or for amounts paid in settlement to the
                 Corporation, unless and only to the extent that the court in
                 which the action or suit was brought or other court of
                 competent jurisdiction determines upon application that in
                 view of all the circumstances of the case, the person is
                 fairly and reasonably entitled to indemnity for such expenses
                 as the court deems proper.

                          (c)     To the extent that a director, officer,
                 employee or agent of the Corporation has been successful on
                 the merits or otherwise in defense of any action, suit or
                 proceeding referred to in subparagraphs (a) and (b), or in
                 defense of any claim, issue or matter therein, he must be
                 indemnified by the Corporation against expenses (including,
                 attorneys' fees) actually and reasonably incurred by him in
                 connection with the defense.

                          (d)     Any indemnification under subparagraphs (a)
                 and (b), unless ordered by a court or advanced pursuant to
                 subparagraph (e), must be made by the Corporation only as
                 authorized in the specific case upon a determination that
                 indemnification of the director, officer, employee or agent is
                 proper in the circumstances. The determination must be made
                 (1) by the Board of Directors by majority vote of a quorum
                 consisting of directors who were not parties to the action,
                 suit or proceeding, or (2) if a majority vote of a quorum
                 consisting of directors who were not parties to the action,
                 suit or proceeding so orders, by independent legal counsel in
                 a written opinion, or (3) if a quorum consisting of directors
                 who were not parties to the action, suit or proceeding cannot
                 be obtained, by independent legal counsel in a written
                 opinion, or (4) by the stockholders.

                          (e) The expenses of officers and directors incurred
                 in defending a civil or criminal action, suit or proceeding
                 must be paid by the Corporation as they are incurred and in
                 advance of the final disposition of the action, suit or
                 proceeding upon receipt of an undertaking by or on behalf of
                 the director or officer to repay the amount if it shall be
                 determined by a court of competent jurisdiction that he is not
                 entitled to be indemnified by the Corporation. The provisions
                 of this subparagraph do not affect any rights to advancement
                 of expenses to which corporate personnel other than directors
                 or officers may be entitled under any contract or otherwise.





                                       7
<PAGE>   8
                          (f)     The indemnification and advancement of
                 expenses authorized in or ordered by a court pursuant to this
                 paragraph 2 of Article TENTH (1) shall not be deemed exclusive
                 of any other rights to which a person seeking indemnification
                 or advancement of expenses may be entitled under any bylaw,
                 agreement, vote of stockholders disinterested directors, or
                 otherwise, for either an action in his official capacity or an
                 action in another capacity while holding his office, except
                 that indemnification, unless ordered by a court pursuant to
                 subparagraph (b) or for the advancement of expenses made
                 pursuant to subparagraph (e), may not be made to or on behalf
                 of any director or officer if a final adjudication establishes
                 that his acts or omissions involved intentional misconduct,
                 fraud or a knowing violation of the law and was material to
                 the cause of action, and (2) continues for a person who has
                 ceased to be a director, officer, employee or agent and inures
                 to the benefit of the heirs, executors and administrators of
                 such a person.

                          (g)     To the extent permitted by law, the
                 Corporation shall have power to purchase and maintain
                 insurance or make other financial arrangements on behalf of
                 any person who is or was a director, officer, employee or
                 agent of the Corporation, or is or was serving at the request
                 of the Corporation as a director, officer, employee or agent
                 of another corporation, partnership, joint venture, trust or
                 other enterprise for any liability asserted against him and
                 any liability and expenses incurred by him in any such
                 capacity or arising out of his status as such.

         ELEVENTH: The vote of stockholders of the Corporation required to
approve Business Combinations (as hereinafter defined) shall be as set forth in
this Article Eleventh.

                 1.       Higher Votes Required for Certain Business
         Combinations.  In addition to any affirmative vote required by law or
         by these Articles of Incorporation or any resolution or resolutions of
         the Board of Directors adopted pursuant to Article Fourth of these
         Articles of Incorporation, and except as otherwise expressly provided
         in paragraph 3 of this Article Eleventh:

                          (a)     any merger or consolidation of the
                 Corporation with (i) any Interested Stockholder or (ii) any
                 other corporation (whether or not itself an Interested
                 Stockholder) that is, or after such merger or consolidation
                 would be, an Affiliate or Associate of an Interested
                 Stockholder; or

                          (b)     any sale, lease, exchange, mortgage, pledge,
                 transfer, or dividend or distribution (other than on a pro
                 rata basis to all stockholders) or other disposition (in one
                 transaction or a series of transactions) to, with or from any
                 Interested Stockholder or any Affiliate or Associate of any
                 Interested Stockholder of any assets of the Corporation or of
                 any Subsidiary having an aggregate Fair Market Value of
                 $40,000,000 or more; or





                                       8
<PAGE>   9
                          (c)     the issuance or transfer by the Corporation
                 or any Subsidiary (in one transaction or a series of
                 transactions) to any Interested Stockholder or any Affiliate
                 or Associate of any Interested Stockholder of any securities
                 of the Corporation or any Subsidiary in exchange for cash,
                 securities or other property (or a combination thereof) having
                 an aggregate Fair Market Value of $40,000,000 or more, other
                 than the issuance of securities upon the conversion of
                 convertible securities of the Corporation or any Subsidiary
                 that were not acquired by such Interested Stockholder (or such
                 Affiliate or Associate) from the Corporation or a Subsidiary;
                 or

                          (d)     the adoption of any plan or proposal for the
                 liquidation or dissolution of the Corporation proposed by or
                 on behalf of any Interested Stockholder or any Affiliate or
                 Associate of any Interested Stockholder; or

                          (e)     any reclassification of securities (including
                 any reverse stock split), or recapitalization of the
                 Corporation, or any merger or consolidation of the Corporation
                 with any of its Subsidiaries, or any other transaction
                 (whether or not with or into or otherwise involving any
                 Interested Stockholder), which in any such case has the
                 effect, directly or indirectly, of increasing the
                 proportionate share of the outstanding shares of any class or
                 series of stock or securities convertible into stock of the
                 Corporation or any Subsidiary that is directly or indirectly
                 beneficially owned by any Interested Stockholder or any
                 Affiliate or Associate of any Interested Stockholder; or

                          (f) any series or combination of transactions
                 directly or indirectly having the same effect as any of the
                 foregoing; or

                          (g) any agreement, contract or other arrangement
                 providing directly or indirectly for any of the foregoing;

shall not be consummated without (i) the affirmative vote of the holders of at
least 66 2/3 percent of the combined voting power of the then outstanding
shares of stock of all classes and series of the Corporation entitled to vote
generally in the election of directors ('Voting Stock'), and (ii) the
affirmative vote of a majority of the combined voting power of the then
outstanding shares of Voting Stock held by Disinterested Stockholders, in each
case voting together as a single class. Such affirmative vote shall be required
notwithstanding the fact that no vote may be required, or that a lesser
percentage may be specified, by law or by these Articles of Incorporation or
any resolution or resolutions of the Board of Directors adopted pursuant to
Article Fourth of these Articles of Incorporation or in any agreement with any
national securities exchange or otherwise.

         2.      Definition of 'Business Combination'. The term Business
Combination' as used in this Article Eleventh shall mean any transaction that
is referred to in any one or more of subparagraphs (a) through (g) of paragraph
1 of this Article Eleventh.





                                       9
<PAGE>   10
         3.      Exceptions to Higher Voting Requirements. The provisions of
paragraph 1 of this Article Eleventh shall not be applicable to any particular
Business Combination, and such Business Combination shall require only such
affirmative vote as is required by law and any other provision of these
Articles of Incorporation and any resolution or resolutions of the Board of
Directors adopted pursuant to Article Fourth of these Articles of
Incorporation, if all the conditions specified in either of the following
subparagraphs (a) or (b) are met:

                 (a)      all the-six conditions specified in the following
         clauses (i) through (vi) shall have been met:

                          (i) if the transaction constituting the Business
                 Combination shall provide for a consideration to be received
                 by holders of the Common Stock in exchange for all their
                 shares of the Common Stock, the aggregate amount of the cash
                 and the Fair Market Value as of the date of the consummation
                 of the Business Combination of any consideration other than
                 cash to be received per share by holders of the Common Stock
                 in such Business Combination shall be at least equal to the
                 highest of the following:

                                  (A) (if applicable) the highest per share
                          price (including any brokerage commissions, transfer
                          taxes and soliciting dealers' fees) paid in order to
                          acquire any shares of the Common Stock beneficially
                          owned by the Interested Stockholder that were
                          acquired (x) within the two- year period immediately
                          prior to the Announcement Date or (y) in the
                          transaction in which it became an Interested
                          Stockholder, whichever is higher; and

                                  (B) the Fair Market Value per share of the
                          Common Stock on the Announcement Date or on the
                          Determination Date, whichever is higher; and

                          (ii) if the transaction constituting the Business
                 Combination shall provide for a consideration to be received
                 by holders of any class or series of outstanding Voting Stock
                 other than the Common Stock, the aggregate amount of the cash
                 and the Fair Market Value as of the date of the consummation
                 of the Business Combination of any consideration other than
                 cash to be received per share by holders of shares of such
                 Voting Stock shall be at least equal to the highest of the
                 following (it being intended that the requirements of this
                 clause (a)(ii) shall be required to be met with respect to
                 every class and series of such outstanding Voting Stock,
                 whether or not the Interested Stockholder beneficially owns
                 any shares of a particular class or series of Voting Stock):

                                  (A)      (if applicable) the highest per
                          share price (including any brokerage commissions,
                          transfer taxes and soliciting dealers' fees) paid in
                          order to acquire any shares of such class or series
                          of Voting





                                       10
<PAGE>   11
                          Stock beneficially owned by the Interested
                          Stockholder that were acquired (x) within the two-
                          year period immediately prior to the Announcement
                          Date or (y) in the transaction in which it became an
                          Interested Stockholder, whichever is higher;

                                  (B)      (if applicable) the highest
                          preferential amount per share to which the holders of
                          such class or series of Voting Stock are entitled in
                          the event of any voluntary or involuntary
                          liquidation, dissolution or winding up of this
                          corporation; and

                                  (C)      the Fair Market Value per share of
                          such class or series of Voting Stock on the
                          Announcement Date or on the Determination Date,
                          whichever is higher; and

                          (iii) the consideration to be received by holders of
                 a particular class or series of outstanding Voting Stock
                 (including the Common Stock) shall be in cash or in the same
                 form as was previously paid in order to acquire shares of such
                 class or series of Voting Stock that are beneficially owned by
                 the Interested Stockholder, and if the Interested Stockholder
                 beneficially owns shares of any class or series of Voting
                 Stock that were acquired with varying forms of consideration,
                 the form of consideration to be received by holders of such
                 class or series of Voting Stock shall be either cash or the
                 form used to acquire the largest number of shares of such
                 class or series of Voting Stock beneficially owned by it; and

                          (iv) after such Interested Stockholder has become an
                 Interested Stockholder and prior to the consummation of such
                 Business Combination:

                                  (A)      except as approved by a majority of
                          the Disinterested Directors, there shall have been no
                          failure to declare and pay at the regular dates
                          therefor the full amount of any dividends (whether or
                          not cumulative) payable on any class or series of
                          stock having a preference over the Common Stock as to
                          dividends or upon liquidation;

                                  (B)      there shall have been no reduction
                          in the annual rate of dividends paid on the Common
                          Stock (except as necessary to reflect any subdivision
                          of the Common Stock), except as approved by a
                          majority of the Disinterested Directors, and an
                          increase in such annual rate of dividends (as
                          necessary to prevent any such reduction) in the event
                          of any reclassification (including any reverse stock
                          split), recapitalization, reorganization or any
                          similar transaction that has the effect of reducing
                          the number of outstanding shares of the Common Stock,
                          unless the failure so to increase such annual rate is
                          approved by a majority of the Disinterested
                          Directors; and





                                       11
<PAGE>   12
                                  (C) such Interested Stockholder shall not
                          have become the beneficial owner of any additional
                          shares of Voting Stock except as part of the
                          transaction in which it became an Interested
                          Stockholder; and

                          (v) after such Interested Stockholder has become an
                 Interested Stockholder, such Interested Stockholder shall not
                 have received the benefit, directly or indirectly (except
                 proportionately as a stockholder), of any loans, advances,
                 guarantees, pledges or other financial assistance provided by
                 the Corporation whether in anticipation of or in connection
                 with such Business Combination or otherwise; and

                          (vi) a proxy or information statement describing the
                 proposed Business Combination and complying with the
                 requirements of the Securities Exchange Act of 1934 and the
                 rules and regulations thereunder (or any subsequent provisions
                 replacing such Act, rules or regulations) shall be mailed to
                 public stockholders of the Corporation at least 30 days prior
                 to the consummation of such Business Combination (whether or
                 not such proxy or information statement is required to be
                 mailed pursuant to such Act or subsequent provisions); and/or

                 (b)      such Business Combination shall have been approved by
         a majority of the Disinterested Directors.

         4.      Certain Definitions.  For purposes of this Article Eleventh:

                 (a) A 'person' shall mean any individual, firm, group,
         corporation, partnership, trust or other entity or any 'person' or
         'group' of persons or entities (as such terms are used in Regulation
         13d under the Securities Exchange Act of 1934 (the 'Exchange Act') as
         in effect on May 1, 1984).

                 (b) 'Interested Stockholder' shall mean any person (other than
         the Corporation or any Subsidiary) who or that:

                          (i) is, at the date in question, the beneficial owner
                 (as hereinafter defined), directly or indirectly, of 20
                 percent or more of the combined voting power of the then
                 outstanding shares of Voting Stock; or

                          (ii) is an Affiliate of the Corporation and at any
                 time within the two-year period immediately prior to the date
                 in question was the beneficial owner (as hereinafter defined),
                 directly or indirectly, of 20 percent or more of the combined
                 voting power of the then outstanding shares of Voting Stock;
                 or





                                       12
<PAGE>   13
                          (iii) is an assignee of or has otherwise succeeded to
                 the beneficial ownership of any shares of Voting Stock that
                 were at any time within the two-year period immediately prior
                 to the date in question beneficially owned by any Interested
                 Stockholder, if such assignment or succession shall have
                 occurred in the course of a transaction or series of
                 transactions other than a public offering within the meaning
                 of the Securities Act of 1933.

                 (c)      'Disinterested Stockholder' shall mean a stockholder
         of the Corporation who is not an Interested Stockholder or an
         Affiliate or Associate of an Interested Stockholder.

                 (d)      A person shall be a 'beneficial owner' of any Voting
         Stock:

                          (i) as to which such person or any of its Affiliates
                 or Associates is the beneficial owner (as defined in Rule
                 13d-3 under the Exchange Act as in effect on May 1, 1984),
                 directly or indirectly; or

                          (ii) that such person or any of its Affiliates has
                 (A) the right to acquire (whether such right is exercisable
                 immediately or only after the passage of time) pursuant to any
                 agreement, arrangement or understanding, or upon the exercise
                 of conversion rights, exchange rights, warrants or options, or
                 otherwise, or (B) the right to vote or to direct the voting of
                 pursuant to any agreement, arrangement or understanding, or
                 otherwise; or

                          (iii) that are beneficially owned, directly or
                 indirectly, by any other person with which such person or any
                 of its Affiliates or Associates has any agreement, arrangement
                 or understanding for the purpose of acquiring, holding, voting
                 or disposing of any shares of Voting Stock.

                 (e)      For the purposes of determining whether a person is
         an Interested Stockholder pursuant to subparagraph (b) of this
         paragraph 4, the number of shares of Voting Stock deemed to be
         outstanding shall include shares deemed owned by such person through
         application of subparagraph (d) of this paragraph 4 but shall not
         include any other shares of Voting Stock that may be issuable to other
         persons pursuant to any agreement, arrangement or understanding, or
         upon exercise of conversion rights, exchange rights, warrants or
         options, or otherwise.

                 (f)      'Affiliate' and 'Associate' shall have the respective
         meanings ascribed to such terms in Rule 12b-2 under the Exchange Act
         as in effect on May 1, 1984.

                 (g)      'Subsidiary' shall mean any corporation more than 50
         percent of whose outstanding stock having ordinary voting power in the
         election of directors is owned by the Corporation, by a Subsidiary or
         by the Corporation and one or more Subsidiaries; provided, however,
         that for the purposes of the definition of Interested Stockholder set
         forth in subparagraph (b) of this paragraph 4, the term 'Subsidiary'
         shall mean only a corporation of which a majority of each class of
         equity security





                                       13
<PAGE>   14
         is owned by the Corporation, by a Subsidiary or by the Corporation and
         one or more Subsidiaries.

                 (h)      'Disinterested Director' shall mean any member of the
         Board of Directors of the Corporation who is unaffiliated with, and
         not a nominee of, any Interested Stockholder and was a member of the
         Board of Directors immediately prior to the time that the Interested
         Stockholder became an Interested Stockholder, and any successor to a
         Disinterested Director who is unaffiliated with, and not a nominee of,
         any Interested Stockholder and who is recommended to succeed a
         Disinterested Director by a majority of Disinterested Directors then
         on the Board of Directors.

                 (i)      'Fair Market Value' shall mean: (A) in the case of
         stock, the highest closing sale price during the 30-day period
         immediately preceding the date in question of a share of such stock on
         the New York Stock Exchange Composite Tape, or, if such stock is not
         quoted on the Composite Tape, on the New York Stock Exchange, or, if
         such stock is not listed on such Exchange, on the principal United
         States securities exchange registered under the Securities Exchange
         Act of 1934 on which such stock is listed, or, if such stock is not
         listed on any such exchange, the highest closing sale price or bid
         quotation with respect to a share of such stock during the 30-day
         period preceding the date in question on the National Association of
         Securities Dealers, Inc. Automated Quotations System or any system
         then in use, or, if no such quotations are available, the fair market
         value on the date in question of a share of such stock as determined
         by a majority of the Disinterested Directors in good faith; and (B) in
         the case of stock of any class or series that is not traded on any
         securities exchange or in the over-the-counter market or in the case
         of property other than cash or stock, the fair market value of such
         stock or property, as the case may be, on the date in question as
         determined by a majority of the Disinterested Directors in good faith.

                 (j)      'Announcement Date' shall mean the date of first
         public announcement of the proposed Business Combination.

                 (k)      'Determination Date' shall mean the date on which an
         Interested Stockholder becomes an Interested Stockholder.

         5.      Determinations by the Board of Directors. A majority of the
Disinterested Directors of the Corporation shall have the power and duty to
determine, on the basis of information known to them after reasonable inquiry,
all facts necessary to determine compliance with this Article Eleventh,
including, without limitation, (a) whether a person is an Interested
Stockholder, (b) the number of shares of Voting Stock  beneficially owned by
any person, (c) whether a person is an Affiliate or Associate of another
person, (d) whether the requirements of paragraph 3 of this Article Eleventh
have been met with respect to any Business Combination, and (e) whether the
assets that are the subject of any Business Combination have, or the
consideration to be received for the issuance or transfer of securities by the
Corporation or any Subsidiary in any Business Combination





                                       14
<PAGE>   15
has, an aggregate Fair Market Value of $40,000,000 or more, and the good faith
determination of a majority of the Disinterested Directors on such matters
shall be conclusive and binding for all purposes of this Article Eleventh.

         6.      No Effect on Fiduciary Obligations of Interested Stockholders.
Nothing contained in this Article Eleventh shall be construed to relieve any
Interested Stockholder from any fiduciary obligation imposed by law.

         7.      Amendments. In addition to any requirement of law and any
other provisions of these Articles of Incorporation or any resolution or
resolutions of the Board of Directors adopted pursuant to Article Fourth of
these Articles of Incorporation (and notwithstanding the fact that a lesser
percentage may be specified by law, these Articles of Incorporation or any such
resolution or resolutions), the affirmative vote of the holders of (i) 66 2/3
percent or more of the combined voting power of the then outstanding shares of
Voting Stock and (ii) the affirmative vote of a majority of the combined voting
power of the then outstanding shares of Voting Stock held by Disinterested
Stockholders, in each case voting together as a single class, shall be required
to amend, alter or repeal, or adopt any provision inconsistent with, this
Article Eleventh.

         TWELFTH: Subject to the rights of the holders of the Preferred Stock
or any other class or series of stock that may have a preference over the
Common Stock as to dividends or upon liquidation, any action required or
permitted to be taken by the stockholders of the Corporation must be effected
at a duly called annual or special meeting of stockholders of the Corporation
and may not be effected by any consent in writing by such stockholders. Except
as otherwise required by law and subject to the rights  of the holders of the
Preferred Stock or any other class or series of stock having a preference over
the Common Stock as to dividends or upon liquidation, special meetings of
stockholders of the Corporation may be called only by the Board of Directors
pursuant to a resolution approved by a majority of the entire Board of
Directors or as otherwise provided in the Bylaws of the Corporation. In
addition to any requirement of law and any other provisions of these Articles
of Incorporation or any resolution or resolutions of the Board of Directors
adopted pursuant to Article Fourth of these Articles of Incorporation (and
notwithstanding the fact that a lesser percentage may be specified by law,
these Articles of Incorporation or any such resolution or resolutions), the
affirmative vote of the holders of 66 2/3 percent or more of the combined
voting power of the then outstanding shares of Voting Stock, voting together as
a single class, shall be required to amend, alter or repeal, or adopt any
provision inconsistent with, this Article Twelfth.





                                       15
<PAGE>   16
         IN WITNESS WHEREOF, Centex Corporation has caused its Vice President,
Chief Legal Officer and Secretary and its Associate General Counsel and
Assistant Secretary to execute this Restated Articles of Incorporation of
Centex Corporation on this 23rd day of June 1993.



                                                ------------------------------
                                                Raymond G. Smerge
                                                Vice President, Chief Legal 
                                                Officer and Secretary



                                                
                                                ------------------------------
                                                Associate General Counsel and 
                                                Assistant Secretary           





                                       16
<PAGE>   17
STATE OF TEXAS

COUNTY OF DALLAS

         Raymond G. Smerge and James H. Graass, being first duly sworn, depose
say as follows:


         That Raymond G. Smerge is Vice President, Chief Legal Officer and
Secretary of Centex Corporation, the corporation mentioned and described in the
foregoing Restated Articles of Incorporation of Centex Corporation; that James
H. Graass is the Associate General Counsel and Assistant Secretary of said
corporation; that said officers were authorized to execute this Certificate by
resolution of the Executive Committee of the Board of Directors of said
corporation duly adopted by unanimous consent of such Executive Committee on
June 23, 1993; and that the foregoing instrument correctly sets forth the
complete text of the Articles of Incorporation of Centex Corporation as amended
to the date hereof.



                                                ------------------------------
                                                Raymond G. Smerge
                                                Vice President, Chief Legal 
                                                Officer and Secretary



                                                
                                                ------------------------------
                                                Associate General Counsel and 
                                                Assistant Secretary           






                                       17
<PAGE>   18
STATE OF TEXAS

COUNTY OF DALLAS

         On this 23rd day of June, 1993, personally appeared before me, a
Notary Public, Raymond G. Smerge, Vice President, Chief Legal Officer and
Secretary of Centex Corporation, and James H. Graass, Associate General Counsel
and Assistant Secretary of Centex Corporation, who severally acknowledged that
they executed the above instrument.




                                        --------------------------------------
                                        Notary Public in and for the State of 
                                        Texas.  My commission expires: 5/14/96

[Seal]





                                       18
<PAGE>   19
                            CERTIFICATE OF AMENDMENT
                                       OF
                       RESTATED ARTICLES OF INCORPORATION

                                 * * * * * * *

         Pursuant to the provisions of Section 78.390 of the Nevada General
Corporation Law, CENTEX CORPORATION ("Corporation"), a Nevada corporation, by
its Executive Vice President, Secretary and Chief Legal Officer, does hereby
execute this Certificate of Amendment to its Restated Articles of Incorporation
and does hereby certify as follows:

         1.      On February 4, 1998, the stockholders of the Corporation
adopted an amendment to its Restated Articles of Incorporation whereby Article
Fourth was amended to read in its entirety as follows:

                 FOURTH: The total number of shares of all classes of stock
         which the Corporation is authorized to issue is One Hundred Five
         Million (105,000,000).  All such shares are to have a par value and
         are classified as (i) Five Million (5,000,000) shares of Preferred
         Stock ("Preferred Stock"), each share of such stock having such par
         value as the Board of Directors of the Corporation may from time to
         time designate in the resolutions providing for the issuance thereof,
         as hereinafter provided, and (ii) One Hundred Million (100,000,000)
         shares of Common Stock (the "Common Stock"), each share of such stock
         having a par value of $0.25.


         2.      The number of shares of the Corporation that were outstanding
at the time of the adoption of the above amendment to the Restated Articles of
Incorporation of the Corporation was 29,690,412; the number of shares that were
entitled to vote thereon was 29,690,412.
<PAGE>   20
         3.      The number of shares of the Corporation that were voted for
the adoption of the above amendment to the Restated Articles of Incorporation
of the Corporation was 23,825,938; the number of shares that were voted against
such amendment was 242,902.

         IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Amendment on behalf of the Corporation and has caused its corporate seal to be
affixed hereto this 12th day of February 1998.

                                           CENTEX CORPORATION

                                        By:
                                           -----------------------------------
                                           Raymond G. Smerge
                                           Executive Vice President,
                                           Secretary and Chief Legal Officer

[SEAL]

                                        By:
                                           -----------------------------------
                                           Eleanor J. Thompson
                                           Assistant Secretary


                                 * * * * * * *

STATE OF TEXAS            }
                          }
COUNTY OF DALLAS          }

         On this 12th day of February 1998, personally appeared before me, a
Notary Public, Raymond G. Smerge, Executive Vice President, Chief Legal Officer
and Secretary, and Eleanor J. Thompson, Assistant Secretary, of CENTEX
CORPORATION, who acknowledged that they executed the above instrument.


[SEAL]                                     By:                                
                                              --------------------------------
                                              Notary Public
                                              My commission expires: