CENTEX CORP, DEF 14A, 1996-06-05

CENTEX CORP
DEF 14A, 1996-06-05
OPERATIVE BUILDERS

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<PAGE> 1

SCHEDULE 14A
(RULE 14A-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement / / Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12

CENTEX CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.

(1) Title of each class of securities to which transaction applies:
N/A
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
N/A
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
N/A
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
N/A
- --------------------------------------------------------------------------------
(5) Total fee paid:
N/A
- --------------------------------------------------------------------------------

/ / Fee paid previously with preliminary materials.

/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:
N/A
- --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
N/A
- --------------------------------------------------------------------------------
(3) Filing Party:
N/A
- --------------------------------------------------------------------------------
(4) Date Filed:
N/A
- --------------------------------------------------------------------------------
<PAGE> 2

SCHEDULE 14A
(RULE 14A-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

3333 HOLDING CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

/ / Fee paid previously with preliminary materials.

AND

3333 HOLDING CORPORATION

PROXY STATEMENT AND
NOTICE OF ANNUAL MEETING
OF STOCKHOLDERS
OF EACH CORPORATION

TO BE HELD JULY 25, 1996

--------------

INDEX

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
CENTEX CORPORATION

Notice of Annual Meeting of Stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Proxy Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

3333 HOLDING CORPORATION

Notice of Annual Meeting of Stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Proxy Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
</TABLE>

--------------

PROXIES ARE BEING SEPARATELY SOLICITED BY THE BOARDS OF DIRECTORS OF
CENTEX CORPORATION AND 3333 HOLDING CORPORATION. TO ASSURE REPRESENTATION OF
YOUR SHARES AT THE ANNUAL MEETINGS OF BOTH COMPANIES, YOU MUST MARK AND RETURN
BOTH PROXY CARDS. STOCKHOLDERS ARE ENCOURAGED TO REVIEW THE ACCOMPANYING PROXY
STATEMENT OF EACH COMPANY CAREFULLY.
<PAGE> 4
CENTEX CORPORATION
3333 LEE PARKWAY
DALLAS, TEXAS 75219

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD JULY 25, 1996

To The Stockholders:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Centex
Corporation, a Nevada corporation ("Centex"), will be held in the auditorium of
the Dallas Museum of Art, 1717 North Harwood in the City of Dallas, Texas, on
Thursday, July 25, 1996, at 10:00 A.M. (C.D.T.) for the following purposes:

1. To elect four directors comprising a class of directors to serve
until the annual meeting of stockholders in 1999.

2. To approve the Centex Corporation 1987 Stock Option Plan, as amended
to increase the aggregate number of shares of Centex Common Stock
that may be issued or transferred pursuant to awards thereunder by
1,500,000 shares.

3. To transact such other business as may properly come before the
meeting or any adjournment thereof.

The Board of Directors has fixed the close of business on May 28, 1996 as
the record date for the determination of stockholders entitled to notice of and
to vote at the meeting or any adjournment thereof. Only stockholders of record
at the close of business on the record date are entitled to notice of and to
vote at the meeting. The transfer books will not be closed.

You are cordially invited to attend the meeting. Whether or not you expect
to attend the meeting in person, you are urged to promptly sign, date and mail
the accompanying form of Centex proxy, so that your Centex shares may be
represented and voted at the meeting. Your Centex proxy will be returned to
you if you should attend the meeting and request such return.

By Order of the Board of Directors

RAYMOND G. SMERGE
Vice President, Chief Legal Officer
and Secretary

Dallas, Texas
June 5, 1996

-1-
<PAGE> 5
CENTEX CORPORATION

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JULY 25, 1996

INTRODUCTION

The accompanying proxy, mailed together with this proxy statement, is
solicited by and on behalf of the Board of Directors of Centex Corporation, a
Nevada corporation ("Centex"), for use at the Annual Meeting of Stockholders of
Centex to be held on July 25, 1996, and at any adjournment thereof. The
mailing address of the executive offices of Centex is 3333 Lee Parkway, Dallas,
Texas 75219. The approximate date on which this proxy statement and
accompanying proxy were first sent to stockholders was on or about June 5,
1996.

PURPOSES OF THE MEETING

At the meeting, action will be taken upon the following matters:

(1) Election of four directors comprising the class of directors to
serve until the annual meeting of stockholders in 1999.

(2) Approval of the Centex Corporation 1987 Stock Option Plan, as
amended to increase the aggregate number of shares of Centex
Common Stock that may be issued or transferred pursuant to
awards thereunder by 1,500,000 shares.

(3) Such other business as may properly come before the meeting or
any adjournment thereof.

The Board of Directors of Centex does not know of any matters that may be
acted upon at the meeting other than the matters set forth in items (1) and (2)
above.

RECOMMENDATION OF THE BOARD OF DIRECTORS

THE BOARD OF DIRECTORS OF CENTEX RECOMMENDS A VOTE FOR ELECTION OF THE FOUR
NOMINEES FOR DIRECTOR OF CENTEX NAMED IN THE ACCOMPANYING CENTEX PROXY AND FOR
APPROVAL OF THE CENTEX CORPORATION 1987 STOCK OPTION PLAN, AS AMENDED.

TANDEM SECURITIES

On November 30, 1987, Centex distributed as a dividend (the "Distribution")
to its stockholders (through a nominee, the "Nominee") all of the 1,000 issued
and outstanding shares of common stock, par value $.01 per share ("Holding
Common Stock"), of 3333 Holding Corporation, a Nevada corporation ("Holding"),
and all of the 900 issued and outstanding warrants (the "Stockholder Warrants")
to purchase Class B Units of limited partnership interest in Centex Development
Company, L.P., a Delaware limited partnership ("CDC"). 3333 Development
Corporation, a Nevada corporation and a wholly owned subsidiary of Holding
("Development"), is the general partner of CDC.

-2-
<PAGE> 6
by such stockholder bears to the total number of shares of Centex Common Stock
outstanding from time to time. This beneficial interest of the Holding
stockholders is not represented by a separate certificate or receipt. Instead,
each Centex Stockholder's beneficial interest in such pro rata portion of the
shares of Holding Common Stock and the Stockholder Warrants is represented by
the certificate or certificates evidencing such Centex Stockholder's Centex
Common Stock, and is currently tradeable only in tandem with, and as a part of,
each such Centex Stockholder's Centex Common Stock. These restrictions on
transfer are imposed by the terms of a nominee agreement (the "Nominee
Agreement") among Centex, Holding, CDC and the Nominee. Centex Common Stock
certificates issued after the date of the Nominee Agreement bear a legend
referring to the restrictions on transfer imposed thereby.

RECORD DATE AND VOTING

The record date for the determination of stockholders entitled to notice of
and to vote at the meeting is the close of business on May 28, 1996. At the
close of business on the record date, the issued and outstanding capital stock
of Centex entitled to vote at the meeting consisted of 28,426,351 shares of
Centex Common Stock.

The holders of Centex Common Stock will be entitled to one vote per share
upon the election of directors, approval of the Centex Corporation 1987 Stock
Option Plan, as amended, and each other matter that may be properly brought
before the meeting or any adjournment thereof. Neither the Articles of
Incorporation nor the By-laws of Centex provide for cumulative voting rights.
The presence at the meeting, in person or by proxy, of a majority of the
outstanding shares of Centex Common Stock is necessary to constitute a quorum;
abstentions and, by definition, broker non-votes will be counted as present for
purposes of establishing a quorum.

Shares represented by valid proxies will be voted at the meeting in
accordance with the directions given. If the proxy card is signed and returned
without any direction given, the shares will be voted for election of the four
nominees for director named in the proxy and for approval of the Centex
Corporation 1987 Stock Option Plan, as amended (although broker non-votes on
the proposal to approve the Centex Corporation 1987 Stock Option Plan, as
amended, will not be voted for such proposal). The Board of Directors does not
intend to present, and has no information that others will present, any
business at the annual meeting other than as set forth in the attached Notice
of Annual Meeting of Stockholders of Centex. However, if other matters
requiring the vote of stockholders come before the meeting, it is the intention
of the persons named in the accompanying form of Centex proxy to vote the
proxies held by them in accordance with their best judgment in such matters.
Any stockholder of Centex has the unconditional right to revoke his Centex
proxy at any time prior to the voting thereof by submitting a later-dated
proxy, by attending the meeting and voting in person or by written notice to
Centex addressed to Raymond G. Smerge, Secretary, Centex Corporation, 3333 Lee
Parkway, Dallas, Texas 75219; however, no such revocation shall be effective
until received by Centex at or prior to the meeting.

The cost of solicitation of proxies for the meeting will be borne by
Centex. Solicitation may be made by mail, personal interview, telephone and/or
telegraph by officers and other employees of Centex, who will receive no
additional compensation therefor. To aid in the solicitation of proxies,
Centex has retained the firm of Georgeson & Company Inc., which will receive a
fee of approximately $10,000 plus out-of-pocket expenses. Centex will
reimburse banks, brokerage firms and other custodians, nominees and fiduciaries
for reasonable expenses incurred by them in forwarding proxy material to
beneficial owners.

-3-
<PAGE> 7
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS

MANAGEMENT

The following table sets forth information as of May 28, 1996 with respect
to the beneficial ownership of shares of Centex Common Stock by each director,
nominee for election to the Board of Directors and executive officer named in
the Summary Compensation Table under "Executive Compensation", individually
itemized, and by all directors and executive officers of Centex as a group (13
persons). Except as otherwise indicated, all shares are owned directly and the
owner has the sole voting and investment power with respect thereto.

<TABLE>
<CAPTION>
CENTEX COMMON STOCK (1)
--------------------------
NUMBER OF PERCENT
NAME SHARES OF CLASS
---- ------------ --------
<S> <C> <C>
Alan B. Coleman . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40,000 *

Dan W. Cook III . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,720 *

Juan L. Elek . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,667 *

Timothy R. Eller . . . . . . . . . . . . . . . . . . . . . . . . . . . . 116,474 *

William J Gillilan III . . . . . . . . . . . . . . . . . . . . . . . . . 193,200 *

Laurence E. Hirsch . . . . . . . . . . . . . . . . . . . . . . . . . . . 419,608 1.46%

Clint W. Murchison, III . . . . . . . . . . . . . . . . . . . . . . . . . 87,767(2) *

Charles H. Pistor . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,700 *

David W. Quinn . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42,229 *

Paul R. Seegers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 336,695 1.18%

Raymond G. Smerge . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,446 *

Paul T. Stoffel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 98,402 *

All directors and executive officers
of Centex as a group (13 persons) . . . . . . . . . . . . . . . . . . . 1,401,572 4.79%
</TABLE>

- ------------
* less than 1%

(1) Shares covered by stock options that are outstanding under the Centex
Corporation Stock Option Plan and the Centex Corporation 1987 Stock Option
Plan and exercisable on May 28, 1996 or within 60 days thereafter are
included as "beneficially owned" pursuant to the rules and regulations of
the Securities and Exchange Commission. Amounts include the following
shares that may be acquired upon exercise of such stock options: Mr.
Coleman -- 30,000 shares; Mr. Cook -- 5,054 shares; Mr. Elek -- 1,667
shares; Mr. Eller -- 113,864 shares; Mr. Gillilan -- 193,148 shares; Mr.
Hirsch -- 41,280 shares; Mr. Murchison -- 30,000 shares; Mr. Pistor --
20,000 shares; Mr. Quinn -- 40,640 shares; Mr. Seegers -- 100,000 shares;
Mr. Smerge -- 5,128 shares; Mr. Stoffel -- 20,000 shares; and all
directors and executive officers of Centex as a group (13 persons)
--620,221 shares. Total shown for Mr. Hirsch includes 200,000 shares
covered by a conversion right pursuant to the terms of a Centex
subordinated debenture (see "Certain Transactions"). In addition, this
table includes approximately 2,610, 2,078, 1,389 and 4,218 shares of
Centex Common Stock which may be beneficially owned as of March 31, 1996
by Messrs. Eller, Hirsch, Quinn and Smerge, respectively, and
approximately 11,519 shares of Centex Common Stock which may be
beneficially owned

-4-
<PAGE> 8
as of March 31, 1996 by all directors and executive officers of Centex as
a group (13 persons), pursuant to the Centex Common Stock Fund under the
Profit Sharing and Retirement Plan of Centex Corporation, a defined
contribution plan (the "Profit Sharing Plan").

(2) Includes 1,613 shares held by Mr. Murchison's spouse.

CERTAIN BENEFICIAL OWNERS

The following table sets forth information as of May 28, 1996 with respect
to the holders of shares of Centex Common Stock who are known to Centex to be
beneficial owners of more than five percent of such shares outstanding.

<TABLE>
<CAPTION>
Centex
Common Stock
Name and Address -------------------------------------------------------
of Beneficial Holder Number of Shares Percent of Class
-------------------- ---------------- ----------------
<S> <C> <C>
FMR Corp. (1) 4,169,447 14.67%
82 Devonshire Street
Boston, Massachusetts 02109

The Prudential Insurance Company 6.49%
of America (2) 1,845,400
Prudential Plaza
Newark, New Jersey 07102-3777

</TABLE>

- --------------------
(1) Based solely upon information contained in the Schedule 13G/A (Amendment
No. 9) of FMR Corp. filed with the Securities and Exchange Commission
(the "SEC") on February 12, 1996 with respect to Centex Common Stock owned
as of December 31, 1995 (the "FMR 13G"). According to the FMR 13G, such
number includes 12,384 shares over which FMR Corp. had the sole power to
vote or direct the vote and 4,169,447 shares over which FMR had sole
dispositive power.

(2) Based solely upon information contained in the Schedule 13G/A (Amendment
No.1) of The Prudential Insurance Company of America ("Prudential") filed
with the SEC on February 2, 1996 with respect to Centex Common Stock owned
as of December 31, 1995 (the "Prudential 13G"). According to the
Prudential 13G, such number includes 318,000 shares over which Prudential
had sole voting or dispositive power, 1,481,700 shares over which
Prudential had shared voting power and 1,526,700 shares over which
Prudential had shared dispositive power.

ITEM 1. ELECTION OF DIRECTORS

Centex's By-laws provide for the division of the Board of Directors into
three classes with the directors in each class to hold office for a staggered
term of three years each. Each class of directors is to consist, as nearly as
may be possible, of one-third of the total number of directors constituting the
entire Board of Directors. Presently, there are four directors in the class
whose term expires at the 1996 annual meeting, three directors in the class
whose term expires at the 1997 annual meeting and three directors in the class
whose term expires at the 1998 annual meeting. At the 1996 annual meeting,
four directors are to be elected to serve until the 1999 annual meeting or
until their successors are elected and qualified, subject to removal by the
vote of the holders of not less than two-thirds of the outstanding shares of
Centex Common Stock. Unless contrary instructions are indicated on the proxy,
it is intended that the shares represented by the accompanying Centex proxy
will be voted for the election of the four nominees for director named below,
or if any of such nominees should become unavailable, which is not anticipated,
for such

-5-
<PAGE> 9
substitute nominee as the Board of Directors shall designate. A plurality of
votes cast at the annual meeting, in person or by proxy, is required to elect
each nominee. The Board recommends that stockholders vote FOR the election of
such four nominees. The information appearing in the following table
respecting the nominees for director and the continuing directors has been
furnished to Centex by the respective nominees and directors.

NOMINEES FOR DIRECTORS

The four persons named below are the Board's nominees for election as
directors at the meeting for the class whose term expires at the 1999 annual
meeting. The four nominees named below are currently directors of Centex, who
were elected as directors by Centex Stockholders at the 1993 annual meeting of
stockholders, except for Mr. Juan L. Elek, who was elected by the Board of
Directors in February 1995.

CLASS WHOSE TERM EXPIRES AT
THE 1996 ANNUAL MEETING

<TABLE>
<CAPTION>
BOARD
POSITIONS AND OFFICES DIRECTOR COMMITTEE
NAME AND AGE WITH CENTEX SINCE MEMBERSHIP
------------ --------------------- -------- ----------
<S> <C> <C> <C>
Alan B. Coleman, 67 . . . . . . . None (1) 1979 Audit &
Director Nominating

Juan L. Elek, 52 . . . . . . . . None (2) 1995 --

Clint W. Murchison, III, 49 . . None (3) 1979 Audit, Compensation &
Stock Option

Paul R. Seegers, 66 . . . . . . . None (4) 1963 Executive* &
Director Nominating*
</TABLE>

CONTINUING DIRECTORS

All continuing directors listed below were elected by Centex Stockholders
to terms expiring at the annual meetings to be held in 1997 and 1998.

CLASS WHOSE TERM EXPIRES AT
THE 1997 ANNUAL MEETING
<TABLE>
<CAPTION>
BOARD
POSITIONS AND OFFICES DIRECTOR COMMITTEE
NAME AND AGE WITH CENTEX SINCE MEMBERSHIP
------------ --------------------- -------- ----------
<S> <C> <C> <C>
Dan W. Cook III, 61 . . . . . . . None (5) 1993 Compensation*

Laurence E. Hirsch, 50 . . . . . Chairman of the Board and 1985 Executive
Chief Executive Officer (6)

Charles H. Pistor, 65 . . . . . . None (7) 1987 Compensation,
Stock Option* &
Director Nominating
</TABLE>

-6-
<PAGE> 10
CLASS WHOSE TERM EXPIRES AT
THE 1998 ANNUAL MEETING

<TABLE>
<CAPTION>
BOARD
POSITIONS AND OFFICES DIRECTOR COMMITTEE
NAME AND AGE WITH CENTEX SINCE MEMBERSHIP
------------ --------------------- -------- ----------
<S> <C> <C> <C>
William J Gillilan III, 50 . . . President and 1989 Executive
Chief Operating Officer (8)

David W. Quinn, 54 . . . . . . . Vice Chairman of the Board 1989 --
and Chief Financial
Officer (9)

Paul T. Stoffel, 62 . . . . . . . None (10) 1968 Audit* &
Stock Option
</TABLE>

- ---------------
* Chairman of the Committee

(1) Dr. Coleman has been Caruth Professor of Financial Management Emeritus
at Southern Methodist University ("SMU") since November 1988. Prior
thereto, Dr. Coleman served as Dean of the Business School of SMU from
1975 to 1981 and President of Southwestern Graduate School of Banking
Foundation of SMU from 1981 to 1988.

(2) Mr. Elek is Founder and Co-Chairman of the Mexican investment banking
firm of Elek, Moreno Valle y Associados, where he has served since
1984. From 1978 through 1984, Mr. Elek held various positions with
Banamex Financial Group, including Adjoining Managing Director and
Head of International Banking.

(3) Mr. Murchison is engaged in private real estate development and other
investments as his principal business.

(4) Mr. Seegers has been Chairman of the Executive Committee of Centex
since July 1987. Mr. Seegers also held the office of the Chairman of
the Board of Centex from July 1985 through July 1991, and the office
of Chief Executive Officer from July 1985 through July 1988, Co-Chief
Executive Officer from July 1978 through July 1985, and various other
Centex executive offices since 1961. Mr. Seegers is also a director of
Methodist Hospitals of Dallas, RAC Financial Group, Inc. and Oryx
Energy Company.

(5) Mr. Cook is engaged in private investments as his principal business.
Mr. Cook was a general partner in the investment banking firm of
Goldman, Sachs & Co. from 1977 until 1992.

(6) Mr. Hirsch has served as Chief Executive Officer of Centex since July
1988 and as Chairman of the Board since July 1991, and he served as
President from March 1985 to July 1991. Mr. Hirsch is also Chairman
of the Board of Directors of Centex Construction Products, Inc., an
affiliate of Centex, a director of Commercial Metals Corporation and
Envoy Corporation and a trustee of Blackrock Assets Investors, a
registered investment company.

(7) Mr. Pistor was Vice Chair and Trustee of Southern Methodist University
from October 1991 until his retirement in 1995. Mr. Pistor served as
Chairman of the Board and Chief Executive Officer of Northpark
National Bank of Dallas from April 1988 to June 1990. Prior thereto,
Mr. Pistor served as Vice Chairman of First RepublicBank Corporation
from June 1987 and the Chairman of the Board and Chief Executive
Officer of First RepublicBank Dallas, N.A. from April 1980 until his
retirement in April 1988. Mr. Pistor also serves as a director of AMR
Corporation, American Brands, Inc. and Oryx Energy Company.

(8) Mr. Gillilan has held the office of Centex's Chief Operating Officer
since January 1990 and has been

-7-
<PAGE> 11
President of Centex since July 1991. Mr. Gillilan has also been
Chairman of Centex's homebuilding operations since January 1990 and
prior thereto held the offices of President, Chief Executive Officer
and Chief Operating Officer of the homebuilding operations and served
in various other executive positions with Centex subsidiaries.

(9) Mr. Quinn was elected Vice Chairman of the Board of Centex in May 1996
and has been Chief Financial Officer of Centex since February 1987.
Mr. Quinn served as Executive Vice President of Centex from February
1987 until his election as Vice Chairman of the Board of Centex in May
1996. Mr. Quinn served as a director and Chairman of the Board of
Centex's former banking subsidiary, Texas Trust Savings Bank, FSB,
from December 1988 until December 1994. Mr. Quinn is also a director
of Centex Construction Products, Inc.

(10) Mr. Stoffel is Chairman of Paul Stoffel Capital Corporation,
actively engaged in both public and private investments, as his
principal business. Mr. Stoffel was formerly Managing Director of
Paine Webber, Inc. Investment Banking. He is also a director of
BRC Holdings, Inc.

BOARD MEETINGS, FEES, COMMITTEES AND ATTENDANCE RECORDS

During Centex's fiscal year ended March 31, 1996, the Board of Directors
held four regularly scheduled meetings. During such fiscal year, each director
attended 75% or more of the meetings of the Board and the Board committees on
which he served.

Board members who are not employees of Centex or any of its subsidiaries
received a retainer of $28,500 for fiscal year 1996, and such directors who are
not members of the Stock Option Committee are eligible to receive stock option
grants. The directors are also reimbursed for reasonable expenses of attending
meetings.

The Board of Directors has an Audit Committee, composed of directors who
are not employees of Centex or any of its subsidiaries, which reviews the
functions of Centex's management and independent auditors pertaining to
Centex's financial statements and performs such other duties and functions as
are deemed appropriate by the Audit Committee or the Board. During the last
fiscal year, the Audit Committee met two times. Two of the members attended
both meetings. One member attended one meeting. Audit Committee members are
paid a fee of $1,000 per year.

The Board has a Compensation Committee, composed of directors who are not
employees of Centex or any of its subsidiaries, which recommends to the Board
the base salaries and incentive bonuses of the officers of Centex. During the
last fiscal year, the Compensation Committee held two meetings which were
attended by all members. Compensation Committee members are paid a fee of
$1,000 per year.

The Board has a Director Nominating Committee which is responsible for
nominating individuals for consideration as directors of Centex. The Director
Nominating Committee will consider nominees recommended by Centex Stockholders
in a letter addressed to the Secretary at the executive offices of Centex in
Dallas, Texas and setting forth the name and address of the stockholder who
intends to make the nomination and of the person or persons to be nominated, a
representation that the stockholder is a holder of record of stock of Centex
entitled to vote at the annual meeting of stockholders and intends to appear in
person or by proxy at the meeting to nominate the person or persons specified
in the letter, a description of all arrangements or understandings between the
stockholder and each nominee and any other person or persons (naming such
person or persons) pursuant to which the nomination or nominations are to be
made by the stockholder, such other information regarding each nominee proposed
by such stockholder as would have been required to be included in a proxy
statement filed pursuant to the proxy rules of the Securities and Exchange
Commission had each nominee been nominated, or intended to be nominated, by the
Board of Directors, and the consent of each nominee to serve as a director of
Centex if so elected. Any such letter must be received by Centex not later
than April 26, 1997 for consideration at the 1997 annual meeting. During the
last fiscal year, the Director Nominating Committee held one meeting which was
attended by all members. Each member of the Director

-8-
<PAGE> 12
Nominating Committee who is not an employee of Centex or any of its
subsidiaries receives a fee of $1,000 per year for serving on the committee.

The Board has a Stock Option Committee, composed of directors who are not
employees of Centex or any of its subsidiaries, which administers the Centex
Corporation Stock Option Plan and the Centex Corporation 1987 Stock Option Plan
(the "1987 Plan"). The Stock Option Committee is authorized to grant options
to acquire Centex Common Stock and to grant awards of restricted stock under
the 1987 Plan. During the last fiscal year, the Stock Option Committee held
three meetings which were attended by all members. Stock Option Committee
members are paid a fee of $1,000 per year.

ITEM 2. PROPOSAL TO APPROVE THE AMENDED CENTEX CORPORATION 1987 STOCK OPTION
PLAN

In May 1996, the Board of Directors approved, subject to stockholder
approval, an amendment to the 1987 Plan which increases the number of shares of
Centex Common Stock that may be issued pursuant to the exercise of stock
options or the grant of restricted Centex Common Stock ("Restricted Stock")
under the 1987 Plan by 1,500,000 shares (the "Amendment"). No other amendments
are being proposed for the 1987 Plan. The Amendment is being proposed to
further the 1987 Plan's purpose of assisting Centex in attracting and retaining
individuals of training, experience and ability and to furnish additional
incentives to such individuals by encouraging them to become owners of Centex
Common Stock. As of May 28, 1996, there were 139 optionees under the 1987 Plan.

DESCRIPTION OF THE 1987 PLAN

General. The following summary does not purport to be complete and is
subject to, and qualified in its entirety by, reference to the text of the 1987
Plan, as amended by the Amendment, set forth in Annex A to this Proxy
Statement. The 1987 Plan was approved by the Board of Directors on May 20,
1987 and ratified by the Centex stockholders on July 15, 1987. The 1987 Plan
originally authorized the issuance of 3,000,000 shares of Centex Common Stock.
In August 1992, Centex effected a two-for-one stock split which caused the
total number of shares of Centex Common Stock authorized to be issued under the
1987 Plan to increase to 5,565,139 by operation of the 1987 Plan's
anti-dilution provisions described below. As of May 28, 1996, there were
824,087 shares of Centex Common Stock available for award under the 1987 Plan
and 1,863,959 shares of Centex Common Stock had been issued upon the exercise
of options thereunder.

Under the 1987 Plan, designated officers, key employees and directors of
Centex are eligible to receive awards in the form of stock options or
Restricted Stock grants. Participation in the 1987 Plan does not preclude an
individual from being eligible to participate in any other stock option or
other benefit plan of Centex. The total number of shares of Centex Common
Stock subject to awards to any one person under the 1987 Plan shall not exceed
20% of the aggregate number of shares authorized under the 1987 Plan. No grant
of options or Restricted Stock may be awarded under the 1987 Plan after May 19,
2001. The number of shares of Centex Common Stock available for grant under
the 1987 Plan is subject to adjustment in the event of a stock split, stock
dividend or other change in the Centex Common Stock or the capital structure of
Centex. If any option expires or is canceled or if any Restricted Stock is
reacquired by Centex, the shares available for grant under the 1987 Plan will
be increased by the number of shares represented by such expiration,
cancellation or acquisition.

The 1987 Plan is administered by the Board of Directors of Centex. Subject
to the provisions of the 1987 Plan, the Stock Option Committee of the Board of
Directors is authorized to determine who may participate in the 1987 Plan, the
number and types of awards made to each participant and the terms, conditions
and limitations applicable to each award. All questions of interpretation and
application of the 1987 Plan shall be determined by a majority of the Board of
Directors, and all questions of interpretation and application of an option
grant or an award of Restricted Stock will be determined by the Stock Option
Committee. The Stock Option Committee is currently comprised of three outside
directors who satisfy the requirements of Rule 16b-3 of the Securities Exchange
Act of 1934, as amended (the "Exchange Act") and Section 162(m) of the Internal
Revenue Code of 1986, as amended (the "Code"). The

-9-
<PAGE> 13
Board of Directors has the authority to adopt, amend and rescind rules and
regulations relating to the 1987 Plan, to construe the plan and to make all
other determinations necessary for administering the 1987 Plan.

Stock Options. The Stock Option Committee is authorized to grant options
to purchase shares of Centex Common Stock, including options qualifying as
"incentive stock options" ("ISOs") under Section 422 of the Code and options
that do not so qualify ("NSOs"). The option price for any ISO may not be less
than the greater of the par value or the fair market value of the share at the
time of the grant (except an ISO granted to a person who owns or is deemed to
own more than 10% of the Centex Common Stock must have an exercise price at
least equal to 110% of the fair market value of the Centex Common Stock at the
time of the grant). NSOs may be granted at 50% of the fair market value of the
Centex Common Stock at the time of the grant. Centex has never granted ISOs
under the 1987 Plan, and ISOs cannot be granted thereunder after May 20, 1997.

Options will be exercisable over such period and upon such conditions as
may be determined by the Stock Option Committee, but no stock option may be
exercised after ten years from the date of grant (except an ISO granted to a
person who owns or is deemed to own more than 10% of the Centex Common Stock
must be exercised within five years of the date of the grant). ISOs may not
become exercisable prior to one year from the date of grant, unless otherwise
specified by the Stock Option Committee. Options may only be transferred by
will, by the laws of descent and distribution or, if the Stock Option Committee
provides in the agreement relating to the grant of the option, to members of
the optionee's immediate family or to one or more trusts for the benefit of
such immediate family members or partnerships in which such immediate family
members are the only partners. Each option grant is evidenced by an option
agreement between Centex and the optionee containing terms and conditions
determined by the Stock Option Committee.

The 1987 Plan generally provides that all options outstanding under the
1987 Plan will become fully exercisable upon the occurrence of a dissolution or
liquidation of Centex or a merger (other than a merger effecting a
reincorporation of Centex in another state) or a consolidation in which Centex
is not the surviving corporation; or if any person other than Centex or a
Centex affiliate becomes the owner of (A) 50% or more of the total combined
voting power of all classes of stock of Centex or (B) shares of Centex Common
Stock having 50% or more of the total number of votes that may be cast for the
election of directors; or if the persons who were directors of Centex
immediately before a contested election cease to constitute a majority of the
Board of Directors of Centex. Notwithstanding the foregoing, in the event of
any such occurrence, the Board of Directors may satisfy all obligations of
Centex with respect to any outstanding options by delivering to the optionee
cash in an amount equal to the difference between the aggregate exercise price
for the shares of Centex Common Stock subject to such options and the fair
market value of such shares on the date of such event.

Restricted Stock. The Stock Option Committee may grant shares of
Restricted Stock, which are subject to forfeiture under such conditions and for
such period of time as the Stock Option Committee may determine. The Stock
Option Committee shall determine the conditions or restrictions of any
Restricted Stock awards, which may include restrictions on transferability or
may require continued employment or the achievement of individual performance
goals or Centex financial performance goals. The Stock Option Committee shall
have the authority to cancel all or any portion of any outstanding restrictions
prior to the expiration of such restrictions with respect to any or all of the
shares of Restricted Stock awarded to an employee. The Stock Option Committee
has never granted shares of Restricted Stock under the 1987 Plan.

Amendment, Suspension or Termination. The Board of Directors may amend,
suspend or terminate the 1987 Plan; provided, however that the Board may not,
without the approval of the Centex stockholders, increase the number of shares
subject thereto; increase the proportional number of shares which may be
purchased pursuant to an option or awarded as Restricted Stock to any one
person; reduce the option price below the limitations specified in the 1987
Plan; or modify, impair or cancel any existing option without the consent of
the optionee.

Benefits. Each of Centex's executive officers and directors who are not
members of the Stock Option Committee are eligible to receive awards under the
1987 Plan. It is not possible to estimate awards that may be granted under the
1987 Plan to any participants in the future. During fiscal year 1996, Centex
granted options to only one of its

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<PAGE> 14
directors and executive officers. See "Executive Compensation" for information
regarding such grant.

Special Tax Consequences. Under present Federal income tax law, the award
of a stock option generally creates no Federal tax consequences for the
recipient or Centex. In general, upon the exercise of an NSO (the only type of
option currently outstanding under the 1987 Plan), the recipient must recognize
ordinary income equal to the difference between the exercise price and the fair
market value of the stock on the date of exercise, and Centex generally will be
entitled to a deduction for the same amount. If Centex were to grant ISOs,
under current law the optionee would have no Federal taxable income upon
exercise of an ISO (except that the alternative minimum tax may apply), and
Centex would receive no deduction when an ISO is exercised. The tax
consequences to the optionee upon disposition of shares acquired through the
exercise of the option depends on how long the shares have been held and
whether such shares were acquired by exercising an NSO or an ISO. Generally,
there are no Federal income tax consequences to Centex in connection with a
disposition of shares acquired under an option except that Centex may be
entitled to a deduction in the case of the disposition of shares that might be
acquired upon the exercise of an ISO before the holding periods have been
satisfied. The grant of Restricted Stock will not result in income to the
participant or in a deduction for Centex for Federal income tax purposes, since
the shares are subject to a restriction constituting a "substantial risk of
forfeiture" as defined in the Code. Unless the participant elects to be taxed
at the time he or she receives the Restricted Stock, such participant will
generally realize taxable compensation income when the restrictions lapse. The
amount of such income will be the fair market value of the shares on the date
of such lapse of restrictions (or on the date of the grant if the participant
elects to be taxed at that time). Dividends paid on the shares of Restricted
Stock during the restricted period will also constitute taxable compensation
income to the participant when received by the participant. Centex will be
entitled to a tax deduction to the extent, and at the time, the participant
realizes compensation income.

In order for the amounts described above to be deductible by Centex, such
amounts must constitute reasonable compensation for services rendered or to be
rendered and must be ordinary and necessary business expenses. The ability of
Centex to obtain a deduction for future payments under the 1987 Plan could also
be limited by Section 280G of the Code, which prevents the deductibility of
certain excess parachute payments made in connection with a change of control
of an employer. The ability of Centex to obtain a deduction for amounts paid
under the 1987 Plan could also be affected by Section 162(m) of the Code, which
limits the deductibility, for Federal income tax purposes, of compensation paid
to certain employees of Centex in excess of $1 million with respect to any such
employee during any taxable year. However, certain exceptions apply. It is
intended that the approval of the 1987 Plan, as amended, by the Centex
stockholders will satisfy certain of the requirements for such exception, and
that Centex will be able to comply with the requirements of the Code and
Treasury Regulation Section 1.162-27 with the respect to the grant of awards
under the 1987 Plan so as to be eligible for the performance-based exception.
However, it may not be possible in all cases to satisfy all of the requirements
for the exception and Centex may, in its sole discretion, determine that in
certain cases it is in its best interest to not satisfy all of the requirements
for the performance-based exception.

The preceding discussion is only a general summary of certain Federal
income tax consequences arising from participation in the 1987 Plan and should
not be used for a determination of an individual's unique tax situation. It is
suggested that the individual consult with a tax advisor regarding the
application of Federal, state and local tax laws to his or her particular
situation.

RECOMMENDATION AND REQUIRED AFFIRMATIVE VOTE

The Board of Directors unanimously recommends a vote FOR the following
resolution which will be presented at the meeting:

"RESOLVED, that the 1987 Plan, as amended, be, and it hereby is, ratified,
confirmed and approved."

The affirmative vote of the holders of record of a majority of the
outstanding shares of Centex Common Stock present in person or by proxy and
entitled to vote thereon at the Annual Meeting is required to approve the 1987
Plan, as amended. Accordingly, abstentions and broker non-votes will have the
same effect as a vote against the 1987 Plan, as amended.

-11-
<PAGE> 15
EXECUTIVE COMPENSATION

The following table sets forth the cash and noncash compensation for each
of the last three fiscal years awarded to or earned by the Chief Executive
Officer of Centex and the four other most highly compensated executive officers
of Centex.
Summary Compensation Table

<TABLE>
<CAPTION>
Long Term
Compensation
------------
Annual Compensation Awards
----------------------------------------- ------------
Securities
Underlying
Name and Fiscal Options/ All Other
Principal Position Year Salary ($) Bonus ($)(1) SARs (#) Compensation ($)(2)
- ------------------ ------ ---------- ------------ ------------ -------------------
<S> <C> <C> <C> <C> <C>
LAURENCE E. HIRSCH, 1996 $530,000 $400,000 -- $52,904
Chairman of the Board 1995 515,000 275,000 -- 50,712
and Chief Executive Officer 1994 490,000 416,500 -- 25,105

DAVID W. QUINN, 1996 $335,000 $500,000 100,000 $33,384
Vice Chairman of the Board 1995 325,000 235,000 -- 31,693
and Chief Financial Officer 1994 310,000 262,500 -- 25,083

WILLIAM J GILLILAN III, 1996 $386,500 $ 50,000 -- $38,652
President and Chief 1995 375,000 200,000 -- 36,806
Operating Officer 1994 360,000 305,000 -- 25,221

TIMOTHY R. ELLER, 1996 $340,000 $175,000 -- $34,012
President and Chief 1995 325,000 250,000 -- 31,815
Executive Officer of Centex 1994 310,000 225,000 -- 25,221
Real Estate Corporation

RAYMOND G. SMERGE, 1996 $222,500 $160,000 -- $22,311
Vice President, Chief 1995 215,500 130,000 -- 20,912
Legal Officer and Secretary 1994 205,000 165,000 -- 22,008
</TABLE>

- ------------------------
(1) Cash bonuses for services rendered in fiscal years 1996, 1995 and 1994
have been listed in the year earned, but were actually paid in the
following fiscal year.

(2) The compensation reported represents Centex contributions to, and
forfeitures allocated to, the account of the recipient under the
Profit Sharing Plan in all fiscal years and contributions to the
account of the recipient pursuant to the Supplemental Executive
Retirement Plan of Centex (the "SERP"), an unfunded, non-qualified
plan for certain executives of Centex in fiscal years 1996 and 1995
(see "Report of Compensation Committee and Stock Option Committee on
Executive Compensation"). All of such amounts are fully vested in the
recipient. The compensation for the named executive officers for
fiscal years 1996 and 1995, respectively, also includes contributions
accrued pursuant to the SERP in the following amounts: Mr. Hirsch --
$38,000 and $36,500; Mr. Quinn -- $18,500 and $17,500; Mr. Gillilan
-- $23,650 and $22,500; Mr. Eller -- $19,000 and $17,500; and Mr.
Smerge -- $7,250 and $6,550.

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<PAGE> 16
OPTION/SAR GRANTS IN LAST FISCAL YEAR(1)

<TABLE>
<CAPTION>
POTENTIAL REALIZABLE VALUE
AT ASSUMED ANNUAL RATES OF
STOCK PRICE APPRECIATION
INDIVIDUAL GRANTS FOR OPTION TERM
- --------------------------------------------------------------------------------- --------------------------
Number of % of Total
Securities Options/SARs
Underlying Granted to Exercise
Options/SARs Employees Price Expiration
Name Granted (#) in Fiscal Year ($/Sh) Date 5% ($) 10% ($)
- ----------------- ------------ -------------- -------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
David W. Quinn 100,000 58.8% $27.875(2) 5/14/05 $1,753,044 $4,442,557

</TABLE>

- ------------------
(1) Amounts set forth in the table reflect the number and value of shares
and options only, as Centex has issued no stock appreciation rights
("SARs").

(2) This option was granted "at market" on the date of grant under the
1987 Plan on May 15, 1995 and becomes exercisable based upon the
achievement by Centex of certain financial performance goals and
vests, in any event, three months prior to the expiration of such
option. See "Proposal to Approve the Amended Centex Corporation 1987
Stock Option Plan" for a description of the 1987 Plan.

AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES(1)

NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SARS OPTIONS/SARS
SHARES VALUE AT FY-END (#) AT FY-END ($) (4)
ACQUIRED ON REALIZED ---------------------------- -----------------------------------
NAME EXERCISE (#) ($) (2) EXERCISABLE UNEXERCISABLE EXERCISABLE (5) UNEXERCISABLE (6)
- ---------------- ------------ --------- ----------- ------------- --------------- -----------------
<S> <C> <C> <C> <C> <C> <C>
Laurence E. Hirsch -- $ -- 41,280(3) 78,720 $ 763,680 $1,456,320

David W. Quinn -- -- 40,640 139,360 800,590 1,040,660

William J Gillilan III 51,000 782,813 193,148 106,852 4,895,088 2,492,412

Timothy R. Eller 15,000 271,975 113,864 35,336 2,758,284 840,416

Raymond G. Smerge 4,000 87,500 5,128 7,872 107,056 145,632

</TABLE>

- ------------------------
(1) Amounts set forth in the table reflect the number and value of shares
and options only, as Centex has issued no SARs.

(2) Includes a cash bonus paid to the following executive upon the
exercise of certain stock options: Mr. Smerge -- $18,500.

(3) Does not include 200,000 shares of Centex Common Stock issuable to Mr.
Hirsch upon conversion of a Centex debenture in the principal amount
of $2,100,000 (see "Certain Transactions").

-13-
<PAGE> 17
(4) Represents the difference between the closing price of Centex Common
Stock on March 31, 1996 of $31.00 per share and the exercise price of
such options and includes maximum cash bonuses payable in connection
with the exercise of such options at the time of exercise as described
in footnotes 5 and 6 below.

(5) Amounts include the following maximum cash bonuses payable in
connection with the exercise of stock options at the time of exercise:
Mr. Hirsch -- $190,920; Mr. Quinn -- $164,210; Mr. Gillilan --
$1,083,458; Mr. Eller -- $719,894; and Mr. Smerge -- $17,780.

(6) Amounts include the following maximum cash bonuses payable in
connection with the exercise of stock options at the time of exercise:
Mr. Hirsch -- $364,080; Mr. Quinn -- $182,040; Mr. Gillilan --
$654,042; Mr. Eller -- $221,306; and Mr. Smerge -- $36,408.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION IN COMPENSATION
DECISIONS

During the last fiscal year the Compensation Committee was composed of Mr.
Cook (as Chairman), Mr. Murchison and Mr. Pistor, and the Stock Option
Committee was composed of Mr. Pistor (as Chairman), Mr. Murchison and Mr.
Stoffel.

REPORT OF COMPENSATION COMMITTEE AND STOCK OPTION COMMITTEE ON EXECUTIVE
COMPENSATION

The Compensation Committee of the Board provides advice and recommendations
to the Board of Directors concerning the salaries and bonuses of the officers
of Centex. The Board of Directors approves those salaries and bonuses. The
Stock Option Committee of the Board administers the stock option plans and is
specifically authorized under the 1987 Plan to grant options to officers and
other key employees of Centex and its subsidiaries. Each of these committees
is comprised of three independent, non-employee directors. This report
describes the policies and principles which shape the structure of Centex's
executive compensation program.

Centex's executive compensation program is structured to achieve the
following objectives:

- to attract, retain and motivate highly qualified, energetic and
talented executives;

- to create an incentive to increase stockholder returns by establishing
a direct and substantial link between individual compensation and
certain financial measures which have a direct effect on stockholder
values; and

- to create substantial long-term compensation opportunities for
individual executive officers based not only on long-term corporate
performance but also on sustained long-term individual performance.

To achieve its compensation objectives, Centex has structured an executive
compensation program using a combination of short-term and long-term elements:
(i) annual salary, (ii) annual bonus, and (iii) long-term incentive
compensation in the form of stock options and, in some cases, related
contingent performance bonuses. In addition, the executive officers of Centex
are eligible to receive other benefits such as medical benefits and Profit
Sharing Plan contributions which are generally available to employees of Centex
and contributions under Centex's SERP which are accrued for the named executive
officers and certain other Centex executives.

In structuring the specific components of executive compensation, Centex is
guided by the following principles:

- annual compensation should be set within reasonable ranges of the
annual compensation for similar positions with similarly-sized and
types of companies which engage in one or more of the principal
businesses in which Centex engages;

- bonus payments should vary with the individual's performance and
Centex's financial performance; and

- a significant portion of compensation should be in the form of
long-term incentive compensation which aligns the interests of
executives with those of the stockholders and which creates rewards
for long-term sustained

-14-
<PAGE> 18
company performance and the achievement of Centex's strategic
objectives.

Base Salary

The Compensation Committee is responsible for recommending the base salary
levels for the five named executive officers. In developing salary amounts for
fiscal year 1996, the Compensation Committee reviewed the salaries for similar
positions in similarly-sized companies which engage in one or more of the
principal businesses of Centex: homebuilding, mortgage banking and contracting
and construction services. Included within the survey were those companies
(other than Centex) which comprise the S&P Home Building Index in the
Cumulative Total Stockholder Return graph on page 17. The Compensation
Committee confirmed that the base salaries of the named executives were
consistent with its objective of setting base salaries within reasonable ranges
for similar positions in competitive companies. In setting base salary levels
the Compensation Committee also considers the executive's experience level and
potential for significant contributions to Centex's profitability. After
completing its review and decision-making process, the Compensation Committee
submitted its decision as to base salary levels to the entire Board of
Directors, which confirmed the Compensation Committee's decision.

Incentive Bonus

The Compensation Committee is also responsible for developing
recommendations for the incentive bonuses awarded to the named executives at
the end of each fiscal year. The annual incentive bonus program for the
executive officers has been structured to create financial incentives and
rewards which are directly related to corporate performance during the fiscal
year. In particular, the Compensation Committee weighs heavily certain
financial measurements that are directly related to stockholder returns such as
net earnings, earnings growth, return on equity and other factors. The
Compensation Committee also considers the contribution of each individual
executive officer to Centex's performance and to its strategic position. The
bonus paid to Mr. Quinn reflects to a large degree the pivotal role he played
in the acquisition of Vista Properties, Inc., a strategic move which the Board
of Directors envisions will significantly enhance the profitability of Centex.

Long-term Compensation

Consistent with Centex's effort to increase the proportion of management
compensation which is tied to Centex's performance, the Stock Option Committee
of the Board of Directors has structured certain of its stock option programs
to link the vesting of stock option grants to the achievement by Centex (or a
certain business group within Centex) of certain specific performance targets
during the ten years following the stock option grant. Generally, under the
terms of the stock options issued in recent years, the number of shares that
"vest" or which become exercisable by the optionee depends upon the achievement
of specific operational or financial goals by the business group or groups with
which the optionee is associated. These operational and financial goals are
customized for each of the business groups within Centex (for example, "return
on net assets" for the homebuilding division, "average contribution per loan"
for the mortgage banking division, "return on revenues" for the contracting and
construction services division and "return on equity" for the corporate
division) and are structured to reward the optionee for superior long-term
operating performance of the business group with which the optionee is
associated. Failure to meet the specified goals results in those shares not
"vesting or becoming exercisable" until near the end of the full ten-year term.
The Stock Option Committee believes that these programs properly align the
interests of Centex's officers and managers with the interests of the
stockholders by linking a majority of their long-term compensation with goals
that have a direct and positive effect on stockholder value. The Stock Option
Committee granted options to only one executive officer during fiscal year
1996, which options vest based upon the achievement by Centex of certain
financial goals. See "Executive Compensation-- Option Grants in Last Fiscal
Year". Since fiscal year 1992, all of the stock options granted by the Stock
Option Committee to its named executive officers were granted under performance
programs.

Centex has also granted contingent performance bonuses to certain of its
officers and key employees, although the most recent grant of contingent
performance bonuses to any of the named executive officers occurred in fiscal
year 1992. Generally, these bonuses vest at the same time and in the same
proportion as the performance stock options' specific performance targets are
achieved. The vested amounts of most performance bonuses are payable whenever

-15-
<PAGE> 19
and to the extent that a recipient exercises options which have vested by the
achievement of performance goals. Generally, any portion of the contingent
bonus not vested at the end of the ten-year term as a result of the business
group not achieving the specific performance targets will be canceled.

In fiscal year 1995, the Centex Board approved the SERP for certain
employees participating in the Profit Sharing Plan. Pursuant to the Code, the
Internal Revenue Service sets a limit (currently $150,000) on the amount of
annual compensation which may be considered in determining, for the account of
an eligible participant, Centex's contribution to the Profit Sharing Plan. The
SERP was established to eliminate the adverse treatment higher salaried
employees receive under such rule by funding balances for each participant in
an amount equal to the additional contribution which he or she would have
received under the Profit Sharing Plan had 100% of his or her annual salary
been eligible for a profit sharing contribution. Contributions accrued under
the SERP for the benefit of the named executive officers vest under the same
terms and conditions as the Profit Sharing Plan. Bonuses paid to participants
are not included in making calculations for contributions made or accrued to
recipients' accounts under either the Profit Sharing Plan or the SERP.

In accordance with recently enacted Federal income tax legislation,
beginning in 1994, the Internal Revenue Service limited the deductibility for
Federal income tax purposes of certain executive compensation payments in
excess of $1 million. The Compensation Committee believes that income received
upon the exercise of options under Centex's stock option plans will be
deductible for Federal income tax purposes. The Compensation Committee is
developing guidelines in the event that compensation, excluding any income
received upon the exercise of options, exceeds such $1 million threshold in the
future. The Compensation Committee will continue to review this matter and
will take such additional appropriate action in the future as it determines to
be advisable.

CEO Compensation

The Chief Executive Officer of Centex participates in the same compensation
programs as the other executive officers with each component of his
compensation determined by the Compensation Committee according to the same
criteria. The base salary of the Chief Executive Officer in effect for fiscal
year 1996 was consistent with the Compensation Committee's salary range
guidelines and objectives for all officers. The bonus paid to Mr. Hirsch was
substantially larger than the bonus paid to Mr. Hirsch last year, even though
corporate net earnings were flat, because Mr. Hirsch played a key role in the
negotiations for and acquisition of Vista Properties, Inc., and is a principal
participant in determining Centex's strategic direction, which is critically
important to its future. Even with this bonus, the total compensation paid to
Mr. Hirsch for fiscal year 1996 was less than that paid to Chief Executive
Officers of competitors whose revenues were appreciably less than Centex's
revenues.

<TABLE>
<CAPTION>
COMPENSATION COMMITTEE STOCK OPTION COMMITTEE
- ---------------------- ----------------------
<S> <C>
Dan W. Cook III, Chairman Charles H. Pistor, Chairman
Clint W. Murchison, III Clint W. Murchison, III
Charles H. Pistor Paul T. Stoffel
</TABLE>

PERFORMANCE GRAPH

The following graph compares the yearly change in the cumulative total
stockholder return on Centex Common Stock during the five fiscal years ended
March 31, 1996 with the S&P 500 Index and the S&P Home Building Index. The
comparison assumes $100 was invested on March 31, 1991 in Centex Common Stock
and in each of the foregoing indices, and assumes reinvestment of dividends.

-16-
<PAGE> 20
COMPARATIVE FIVE YEAR CUMULATIVE TOTAL STOCKHOLDER RETURN

<TABLE>
<CAPTION>
========================================================================
1991 1992 1993 1994 1995 1996
========================================================================
<S> <C> <C>
Centex Corporation $100 $143 $188 $184 $146 $188
- ------------------------------------------------------------------------
S & P 500 Index $100 $111 $128 $130 $150 $198
- ------------------------------------------------------------------------
S & P HB Index $100 $151 $167 $175 $131 $165
========================================================================
</TABLE>

[GRAPH]

SECTION 16(A) COMPLIANCE

Section 16(a) of the Exchange Act, requires Centex directors and officers,
and persons who beneficially own more than 10% of a registered class of
Centex's equity securities, to file initial reports of ownership, reports of
changes in ownership and annual reports of ownership with the Securities and
Exchange Commission (the "SEC") and the New York Stock Exchange. Such persons
are required by SEC regulations to furnish Centex with copies of all Section
16(a) forms they file with the SEC.

Based solely on its review of the copies of such forms received by it with
respect to fiscal year 1996, or written representations from certain reporting
persons, Centex believes that all filing requirements required by Section 16(a)
for fiscal year 1996 applicable to its directors, officers and persons who
beneficially own more than 10% of a registered class of Centex's equity
securities have been complied with.

CERTAIN TRANSACTIONS

In July 1988, the Centex Board of Directors approved a five-year employment
agreement with Mr. Seegers. The agreement was to ensure the continued
availability of Mr. Seegers' services to Centex which he has served in various

-17-
<PAGE> 21
executive capacities for over 30 years. In July 1991, the term of Mr. Seegers'
employment agreement was extended for a period of two years to provide for his
continued engagement through January 1995. Since his resignation as Chairman
of the Board in July 1991, Mr. Seegers has continued to serve Centex as the
Chairman of the Executive Committee and as a consultant. On February 1, 1995,
Centex and Mr. Seegers entered into a consulting agreement to replace his
amended employment agreement. Under the consulting agreement, Mr. Seegers will
receive $215,000 per year through January 31, 1997. In addition, Mr. Seegers
continues to be eligible for and receives certain fringe benefits available to
executives of Centex.

In 1991, the Centex Board of Directors also approved executive employment
agreements with Messrs. Hirsch, Gillilan and Quinn. Each of these agreements
provides for a term which at all times has a remainder of two years, for
discretionary bonuses and certain other fringe benefits and for the payment of
two years base salary from the date of termination if the executive's
employment is terminated for any reason other than cause or if the executive
voluntarily resigns within two years after the occurrence of a change in
control of Centex. These agreements further provide for the following minimum
annual base salaries, commencing April 1, 1996: Mr. Hirsch -- $550,000; Mr.
Quinn -- $425,000; and Mr. Gillilan -- $402,000.

In May 1985, Centex approved the issuance and sale to Mr. Hirsch of a Centex
debenture in the principal amount of $2,100,000. The debenture was to mature
in March 1995. During such month, Centex and Mr. Hirsch amended the terms of
the debenture to extend its maturity date from March 1995 to March 2000. The
debenture bears interest at a fluctuating rate equal to the lesser of the rate
of interest on the bank loan described below or the highest lawful rate that
Centex may pay. The debenture is subordinated to all senior debt of Centex and
is convertible into 200,000 shares of Centex Common Stock at a price of $10.50
per share (the closing price of a share of Centex Common Stock on the New York
Stock Exchange on May 6, 1985, as adjusted for the two-for-one stock split of
Centex Common Stock effected in August 1992). Centex guaranteed a bank loan
made to Mr. Hirsch in an amount necessary to purchase the debenture. The loan
term is for as long as the debenture remains outstanding. The note evidencing
Mr. Hirsch's indebtedness made under this bank loan permits Mr. Hirsch to elect
an interest rate from time to time equal to either the prime rate of
NationsBank of Texas, N.A. or the London Interbank Offered Rate plus 1 1/2%.

Centex has engaged Goldman, Sachs & Co. to provide certain financial
advisory services to Centex during fiscal year 1997. Mr. Dan W. Cook III, a
director of Centex, is a limited partner of Goldman, Sachs & Co.

RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS

Arthur Andersen LLP acted as Centex's independent public accountants for the
fiscal year ended March 31, 1996 and has served as Centex's independent public
accountants since 1971. Centex's independent public accountants are selected
annually by the Board of Directors at its meeting held immediately following
the annual meeting of stockholders. It is anticipated that the Board of
Directors will select Arthur Andersen LLP as Centex's independent public
accountants for the current year.

Representatives of Arthur Andersen LLP are expected to be present at the
meeting, with the opportunity to make a statement if they desire to do so, and
will be available to respond to appropriate questions from stockholders.

STOCKHOLDER PROPOSALS

Centex's 1997 annual meeting of stockholders is scheduled to be held on July
24, 1997. In order to be considered for inclusion in Centex's proxy material
for that meeting, stockholder proposals must be received at Centex's executive
offices, addressed to the attention of the Secretary, not later than February
3, 1997.

-18-
<PAGE> 22
FORM 10-K

STOCKHOLDERS ENTITLED TO VOTE AT THE MEETING MAY OBTAIN A COPY OF CENTEX'S
ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED MARCH 31, 1996, INCLUDING
THE FINANCIAL STATEMENTS, REQUIRED TO BE FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION, WITHOUT CHARGE, UPON REQUEST TO CENTEX CORPORATION, ATTENTION:
RAYMOND G. SMERGE, SECRETARY, 3333 LEE PARKWAY, DALLAS, TEXAS 75219.

By Order of the Board of Directors

RAYMOND G. SMERGE
Vice President, Chief Legal Officer
and Secretary

Dallas, Texas
June 5, 1996

-19-
<PAGE> 23
3333 HOLDING CORPORATION
3333 LEE PARKWAY
DALLAS, TEXAS 75219

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD JULY 25, 1996

To The Stockholders:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of 3333
Holding Corporation, a Nevada corporation ("Holding"), will be held in the
auditorium of the Dallas Museum of Art, 1717 North Harwood in the City of
Dallas, Texas, on Thursday, July 25, 1996, at 10:00 A.M. (C.D.T.) for the
following purposes:

1. To elect a Board of three directors to serve until the next annual
meeting of stockholders or until their successors are elected and
qualified.

2. To transact such other business as may properly come before the
meeting or any adjournment thereof.

You are cordially invited to attend the meeting. Whether or not you expect
to attend the meeting in person, you are urged to promptly sign, date and mail
the accompanying form of Holding proxy, so that your Holding shares may be
represented and voted at the meeting. Your Holding proxy will be returned to
you if you should attend the meeting and request such return.

By Order of the Board of Directors

RAYMOND G. SMERGE
Secretary

Dallas, Texas
June 5, 1996

PROXIES ARE BEING SEPARATELY SOLICITED BY THE BOARDS OF DIRECTORS OF 3333
HOLDING CORPORATION AND CENTEX CORPORATION. TO ASSURE REPRESENTATION OF YOUR
SHARES AT THE ANNUAL MEETINGS OF BOTH COMPANIES, YOU MUST MARK AND RETURN BOTH
PROXY CARDS.

-20-
<PAGE> 24
3333 HOLDING CORPORATION

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JULY 25, 1996

INTRODUCTION

The accompanying proxy, mailed together with this proxy statement, is
solicited by and on behalf of the Board of Directors of 3333 Holding
Corporation, a Nevada corporation ("Holding"), for use at the Annual Meeting of
Stockholders of Holding to be held on July 25, 1996, and at any adjournment
thereof. The mailing address of the executive offices of Holding is 3333 Lee
Parkway, Dallas, Texas 75219. The approximate date on which this proxy
statement and accompanying proxy were first sent to stockholders was on or
about June 5, 1996.

PURPOSES OF THE MEETING

At the meeting, action will be taken upon the following matters:

(1) Election of a Board of three directors, each to hold office until
the next annual meeting of stockholders or until his successor
shall have been elected and qualified.

(2) Such other business as may properly come before the meeting or any
adjournment thereof.

The Board of Directors of Holding does not know of any matter that may be
acted upon at the meeting other than the matter set forth in item (1) above.

RECOMMENDATION OF THE BOARD OF DIRECTORS

THE BOARD OF DIRECTORS OF HOLDING RECOMMENDS A VOTE FOR ELECTION OF THE
THREE NOMINEES FOR DIRECTOR OF HOLDING NAMED IN THE ACCOMPANYING HOLDING PROXY.

TANDEM SECURITIES

On November 30, 1987, Centex Corporation, a Nevada corporation ("Centex"),
distributed as a dividend to its stockholders (through a nominee, the
"Nominee") all of the 1,000 issued and outstanding shares of Holding common
stock, par value $ .01 per share ("Holding Common Stock"), and all of the 900
issued and outstanding warrants (the "Stockholder Warrants") to purchase Class
B Units of limited partnership interest in Centex Development Company, L.P., a
Delaware limited partnership ("CDC"). 3333 Development Corporation, a Nevada
corporation and a wholly owned subsidiary of Holding ("Development"), is the
general partner of CDC.

The Nominee holds the Stockholder Warrants and shares of Holding Common
Stock on behalf of and for the benefit of persons who are from time to time the
holders of the common stock, par value $.25 per share ("Centex Common Stock"),
of Centex ("Centex Stockholders"). Each Centex Stockholder owns a beneficial
interest in the Holding Common Stock and the Stockholder Warrants that the
total number of shares of Centex Common Stock held by such stockholder bears to
the total number of shares of Centex Common Stock outstanding from time to
time. This beneficial interest of the Holding stockholders is not represented
by a separate certificate or receipt. Instead, each Centex Stockholder's
beneficial interest in such pro rata portion of the shares of Holding Common
Stock and the Stockholder Warrants is represented by the certificate or
certificates evidencing such Centex Stockholder's Centex Common Stock, and is
currently tradeable only in tandem with, and as a part of, each such Centex
Stockholder's

-21-
<PAGE> 25
Centex Common Stock. These restrictions on transfer are imposed by the terms
of a nominee agreement (the "Nominee Agreement") among Centex, Holding, CDC and
the Nominee. Centex Common Stock certificates issued after the date of the
Nominee Agreement bear a legend referring to the restrictions on transfer
imposed thereby.

RECORD DATE AND VOTING

The record date for the determination of stockholders entitled to notice of
and to vote at the meeting is the close of business on May 28, 1996. On the
record date, the issued and outstanding capital stock of Holding entitled to
vote at the meeting consisted of 1,000 shares of Holding Common Stock. See
"Tandem Securities".

Each share of Holding Common Stock is entitled to one vote upon the
election of directors and each other matter that may be properly brought before
the meeting or any adjournment thereof. Neither the Articles of Incorporation
nor the By-laws of Holding provide for cumulative voting rights. The presence
at the meeting, in person or by proxy, of a majority of the outstanding shares
of Holding Common Stock is necessary to constitute a quorum.

Shares represented by valid proxies will be voted at the meeting in
accordance with the directions given. If the proxy card is signed and returned
without any direction given, the shares will be voted for election of the
directors named in the proxy. The Board of Directors does not intend to
present, and has no information that others will present, any business at the
meeting other than as set forth in the attached Notice of Annual Meeting of
Stockholders of Holding. However, if other matters requiring the vote of
stockholders come before the meeting, it is the intention of the persons named
in the accompanying form of Holding proxy to vote the proxies held by them in
accordance with their best judgment in such matters. Any stockholder of
Holding has the unconditional right to revoke his or her Holding proxy at any
time prior to the voting thereof by submitting a later dated proxy, attending
the meeting and voting in person or by written notice to Holding addressed to
Raymond G. Smerge, Secretary, 3333 Holding Corporation, 3333 Lee Parkway,
Dallas, Texas 75219; however, no such revocation shall be effective until such
notice of revocation has been received by Holding at or prior to the meeting.

The cost of solicitation of proxies for the meeting will be borne by
Centex. Solicitation may be made by mail, personal interview, telephone and/or
telegraph by officers of Holding or by officers and other employees of Centex,
who will receive no additional compensation therefor. See "Executive
Compensation". To aid in the solicitation of proxies, the firm of Georgeson &
Company Inc. has been retained by Centex and will be paid by Centex a fee of
approximately $10,000 plus out-of-pocket expenses. See "Tandem Securities".
Centex will reimburse banks, brokerage firms and other custodians, nominees and
fiduciaries for reasonable expenses incurred by them in forwarding proxy
material to beneficial owners.

SECURITY OWNERSHIP OF MANAGEMENT
AND CERTAIN BENEFICIAL OWNERS

The following table sets forth certain information as of May 28, 1996 with
respect to the beneficial ownership of the equity securities of Holding by each
director, nominee for election to the Board of Directors and executive officer
named in the Summary Compensation Table under "Executive Compensation",
individually itemized, all directors and officers of Holding as a group, and
any person known to Holding to be the beneficial owner of more than 5% of any
class of Holding's voting securities. Except as otherwise indicated, all
Holding Common Stock is owned directly, and the owner thereof has the sole
voting and investment power with respect thereto.

-22-
<PAGE> 26
<TABLE>
<CAPTION>
NUMBER OF SHARES
OF HOLDING
COMMON STOCK PERCENT
NAME OF BENEFICIAL OWNER* BENEFICIALLY OWNED (1) OF CLASS (1)
------------------------- ---------------------- ------------
<S> <C> <C>
Joseph J. Arcisz . . . . . . . . . . . . -- **

J. Stephen Bilheimer . . . . . . . . . . . -- **

Josiah O. Low, III . . . . . . . . . . . . -- **

Roger D. Sefzik . . . . . . . . . . . . . . -- **

David M. Sherer . . . . . . . . . . . . . . -- **

All directors and executive officers
as a group (5 persons) . . . . . . . . . -- **

Centex Corporation (2) . . . . . . . . . . 100 9.10%

FMR Corp. (3) . . . . . . . . . . . . . . . 147 14.68%

The Prudential Insurance Company of
America (4) . . . . . . . . . . . . . . 65 6.50%

</TABLE>

-----------------------
* The address of any person who is the beneficial owner of more than 5% of a
class of Holding's voting securities is footnoted.

** Less than 1%.

(1) Record title to the Holding Common Stock is held by the Nominee for
the benefit of Centex Stockholders pursuant to the Nominee Agreement.
See "Tandem Securities". However, the Nominee has no power to vote
(absent instruction) or to direct the investment of the Holding Common
Stock. The number of shares of Holding Common Stock listed as being
beneficially owned has been rounded to the nearest whole share.

(2) Centex, whose address is 3333 Lee Parkway, Dallas, Texas 75219, owns
beneficially and of record warrants (the "Centex Holding Stock
Warrants") to purchase 100 shares of Holding Common Stock (subject to
an adjustment) at an exercise price of $800 per share (subject to
adjustment). The shares of Holding Common Stock, which may be
acquired upon the exercise of the Centex Holding Stock Warrants as of
the date when the Stockholder Warrants become exercisable, which date
Centex may indirectly determine in its discretion, are not outstanding
but are included as "beneficially owned" pursuant to the rules and
regulations of the Securities and Exchange Commission. However, it
has been assumed in connection with the disclosure of such beneficial
ownership that (i) the Centex Holding Stock Warrants are not
subdivided or combined and (ii) the Holding Common Stock is not
subdivided and a stock dividend or stock split with respect to the
Holding Common Stock has not occurred, prior to the exercise of the
Centex Holding Stock Warrants.

(3) Based solely upon information contained in the Schedule 13G/A
(Amendment No. 9) of FMR Corp., 82 Devonshire St., Boston, MA 02109,
filed with the Securities and Exchange Commission (the "SEC") on
February 12, 1996 reporting the beneficial ownership of 4,169,447
shares of Centex Common Stock (approximately 147 shares of Holding
Common Stock) as of December 31, 1995 (the "FMR 13G"). According to
the FMR 13G, such number includes 12,384 shares of Centex Common Stock
(approximately .44 shares of Holding Common Stock) over which FMR
Corp. had the sole power to vote or direct the vote and 4,169,447
shares over which FMR Corp. had sole dispositive power.

(4) Based solely upon information contained in the Schedule 13G/A,
(Amendment No.1) of The Prudential Insurance Company of America
("Prudential"), Prudential Plaza, Newark, New Jersey 07102-3777,
filed

-23-
<PAGE> 27
with the SEC on February 2, 1996 reporting the beneficial ownership of
1,845,400 shares of Centex Common Stock (approximately 65 shares of
Holding Common Stock) as of December 31, 1995 (the "Prudential 13G").
According to the Prudential 13G, such number includes 318,000 shares
of Centex Common Stock (approximately 11.2 shares of Holding Common
Stock) over which Prudential had sole voting or dispositive voting
power, 1,481,700 shares of Centex Common Stock (approximately 52.2
shares of Holding Common Stock) over which Prudential had shared
voting power and 1,526,700 shares of Centex Common Stock
(approximately 53.7 shares of Holding Common Stock) over which
Prudential had shared dispositive power.

ELECTION OF DIRECTORS

In accordance with the By-laws of Holding, the Board of Directors has
established the number of directors to be elected at the meeting at three,
which shall constitute the entire Board of Directors. Unless contrary
instructions are indicated on the proxy, it is intended that the shares
represented by the accompanying Holding proxy will be voted for the election of
the three nominees for director named below or, if any of such nominees should
become unavailable, which is not anticipated, for such substitute nominee as
the Board of Directors shall designate. Each director will hold office until
the next annual election of directors or until his successor shall have been
elected and qualified, subject to removal by the vote of the holders of not
less than two-thirds of the outstanding shares of Holding Common Stock. A
plurality of votes cast at the annual meeting, in person or by proxy, is
required to elect each nominee. The Board recommends that stockholders vote
FOR the election of such nominees.

The three persons named below are the Board's nominees for election as
directors at the meeting. All the persons named below are currently directors
of Holding and were elected as such by the stockholders at the 1995 annual
meeting of stockholders. The information appearing in the following table
respecting the nominees for director has been furnished to Holding by the
respective nominees.
<TABLE>
<CAPTION>
POSITIONS AND BOARD
OFFICES WITH DIRECTOR COMMITTEE
NAME AND AGE HOLDING SINCE MEMBERSHIP
------------ --------------- ---------- ----------
<S> <C> <C> <C>
J. Stephen Bilheimer, 64 . . . . . . . . . President (1) 1989 --

Josiah O. Low, III, 57 . . . . . . . . . . None (2) 1987 Audit

David M. Sherer, 59 . . . . . . . . . . . . None (3) 1987 Audit

</TABLE>

- ------------------------
(1) Mr. Bilheimer has been President of Holding and President of
Development, the general partner of CDC, since 1987 and has also held
various executive positions with Centex's homebuilding subsidiaries
since 1966. Mr. Bilheimer is also a director of Development.

(2) Mr. Low has been Managing Director of Donaldson, Lufkin & Jenrette
Securities Corporation since February 1985. Mr. Low is also a
director of Development.

(3) Mr. Sherer has been President of David Sherer and Associates, Inc., a
commercial real estate, investment and brokerage firm, for more than
five years. Mr. Sherer is also a director of Development.

BOARD MEETINGS, FEES, COMMITTEES AND ATTENDANCE RECORDS

During Holding's fiscal year ended March 31, 1996, the Board of Directors
held one meeting which was attended by all directors.

-24-
<PAGE> 28
The Board of Directors has an Audit Committee, composed of two
directors, neither of whom is an officer or employee of Holding or any of its
subsidiaries, which reviews the work of Holding's management and independent
auditors pertaining to Holding's financial statements and performs such other
duties and functions as are deemed appropriate by the Audit Committee or the
Board. During Holding's fiscal year ended March 31, 1996, the Audit Committee
held one meeting which was attended by all members. Audit Committee members
receive no fee for serving on the committee. The Board of Directors does not
have a standing nomination committee.

Each member of the Board of Directors who is neither an officer nor an
employee of Holding or any of its subsidiaries or of Centex or any of its
subsidiaries receives a retainer of $8,000 per year. In addition, Holding
reimburses the directors for the reasonable expenses incurred in attending
directors and committee meetings.

EXECUTIVE COMPENSATION

Neither Holding nor Development has any full time employees. The
directors and executive officers of Holding, who hold the same directorships
and offices in Development, perform all executive management functions for
Holding and Development. Services required by Holding and CDC in their
operations are also provided pursuant to a services agreement and a management
agreement, respectively. See "Certain Transactions". The executive officers of
Holding did not receive any remuneration from Holding, Development or CDC for
the fiscal year ended March 31, 1996. Directors of Holding who are neither
officers nor employees of Holding, Centex or any of their subsidiaries receive
compensation from Holding in the form of director's fees. See "Election of
Directors -- Board Meetings, Fees, Committees and Attendance Records". During
the 1996 fiscal year, each executive officer of Holding received remuneration
in the form of cash and incentive compensation from Centex or one of its
subsidiaries in his capacity as a director, officer or employee thereof.

During fiscal year 1996, J. Stephen Bilheimer, President of Holding,
and Roger D. Sefzik, Vice President and Treasurer of Holding devoted a majority
of their time and attention to the management of Holding and its subsidiary.
Between March 10, 1995 and February 15, 1996, Joseph J. Arcisz, served as a
Vice President of Holding. Messrs. Bilheimer, Sefzik and Arcisz, who were the
only executive officers of Holding during fiscal year 1996, provided such
services to Holding and its subsidiary on behalf of and in their capacities as
officers and employees of Centex Service Company, a Nevada corporation and a
wholly owned subsidiary of Centex ("CSC"), pursuant to the management agreement
described above and were compensated by CSC. The following table sets forth
the cash and noncash compensation for each of the last three fiscal years (or
such shorter period of time during which such person was an officer of Holding)
awarded to or earned by the Chief Executive Officer and the other most highly
compensated executive officers of Holding.

Summary Compensation Table

<TABLE>
<CAPTION>
Annual Compensation
Name and Fiscal --------------------------------- All Other
Principal Position Year Salary ($) Bonus ($) (1) Compensation ($) (2)
------------------ ------ ---------- ------------- --------------------
<S> <C> <C> <C> <C>
J. STEPHEN BILHEIMER, 1996 $218,000 $60,000 $53,657
President 1995 212,000 45,000 53,986
1994 206,000 55,000 56,953

ROGER D. SEFZIK, 1996 $101,600 $45,000 $10,150
Vice President and 1995 97,700 20,000 9,308
Treasurer 1994 94,100 15,000 10,097

JOSEPH J. ARCISZ,(3) 1996 $124,020 $60,000 $12,734
Vice President
</TABLE>

-25-
<PAGE> 29
- -------------
(1) Cash bonuses for services rendered in fiscal years 1996, 1995 and 1994
have been listed in the year earned, but were actually paid in the
following fiscal year.

(2) Except as noted below, amounts represent Centex contributions to, and
forfeitures allocated to, the account of the recipient under the
Profit Sharing and Retirement Plan of Centex Corporation, a defined
contribution plan. All of such amount is fully vested in the
recipient. The compensation for Mr. Bilheimer for fiscal years 1996
and 1995 also includes a contribution accrued pursuant to the
Supplemental Executive Retirement Plan of Centex Corporation in the
amounts of $6,800 and $6,200, respectively, which accrued amounts are
fully vested in Mr. Bilheimer. Compensation for Mr. Bilheimer for
1996, 1995 and 1994 also includes annual payments made as a result of
termination of the Management Security Plan of Centex Corporation in
the amounts of $31,992, $33,405 and $34,818, respectively.

(3) Mr. Arcisz served as a Vice President of Holding between March 10,
1995 and February 15, 1996. Mr. Arcisz is currently a Division
President of Centex Real Estate Corporation, a subsidiary of Centex.

AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES(1)

<TABLE>
<CAPTION>
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SARS OPTIONS/SARS
SHARES VALUE AT FY-END (#) AT FY-END ($) (2)
ACQUIRED ON REALIZED -------------------------- ----------------------------------
NAME EXERCISE (#) ($) EXERCISABLE UNEXERCISABLE EXERCISABLE (3) UNEXERCISABLE (4)
---------------- ------------- ------------ ------------ ------------- ------------ -----------------
<S> <C> <C> <C> <C> <C> <C>
J. Stephen Bilheimer 8,700 $300,563 9,070 11,830 $281,170 $366,730

Roger D. Sefzik -- -- 3,000 -- 49,875 --

Joseph J. Arcisz -- -- 13,222 6,378 287,849 142,941

</TABLE>

- --------------------
(1) Amounts set forth in the table reflect the number and value of shares
and options only, as Centex has issued no SARs.

(2) Represents the difference between the closing price of Centex Common
Stock on March 31, 1996 of $31.00 per share, and the exercise price of
such options and includes maximum cash bonuses payable in connection
with the exercise of such options at the time of exercise described in
footnotes 3 and 4 below.

(3) Amounts include the following maximum cash bonuses payable in
connection with the exercise of stock options at the time of exercise:
Mr. Bilheimer - $77,095 and Mr. Arcisz - $83,518.

(4) Amounts include the following maximum cash bonuses payable in
connection with the exercise of stock options at the time of exercise:
Mr. Bilheimer - $100,555 and Mr. Arcisz - $44,332.

There were no grants of stock options made during the fiscal year ended
March 31, 1996 to any of the named executive officers.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION IN COMPENSATION
DECISIONS

None of Holding's directors, officers or employees has any relationship
requiring disclosure under Item 402(j) of Regulation S-K.

-26-
<PAGE> 30
REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION

Holding does not have a compensation committee, stock option committee or
any other committee performing similar functions. Holding's Board of Directors
does not make or influence any decision regarding the cash or noncash
compensation paid to the executive officers of Holding. Rather, as previously
explained, all compensation earned by Holding's executive officers is paid by
CSC. See "Executive Compensation". So long as the executive officers of
Holding are compensated by CSC or its affiliates, Holding does not intend to
provide any other compensation to such individuals. Because Holding cannot
influence or affect the amount or form of such compensation paid to Holding's
executive officers, no report is provided herein.

PERFORMANCE GRAPH

As described in "Tandem Securities", the record owner of the 1,000 issued
and outstanding shares of Holding Common Stock is the Nominee, who holds such
stock pursuant to the Nominee Agreement on behalf of and for the benefit of
Centex Stockholders. Thus, each Centex Stockholder owns a beneficial interest
in a portion of the 1,000 shares of Holding Common Stock held by the Nominee,
which shares are currently tradeable only in tandem with, and as a part of,
each such Centex Stockholder's Centex Common Stock. As a consequence of the
foregoing and because the beneficial interests in the 1,000 shares of Holding
Common Stock do not have any separate ascertainable value, no performance graph
is provided herein. Stockholders desiring to review the five-year stock
performance of Centex Common Stock are directed to the "Performance Graph"
section on page 17 of the Centex Proxy Statement.

SECTION 16(A) COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
Holding's directors and officers, and persons who beneficially own more than
10% of a registered class of Holding's equity securities to file initial
reports of ownership, reports of changes in ownership and annual reports of
ownership with the Securities and Exchange Commission (the "SEC") and the New
York Stock Exchange. Such persons are required by SEC regulation to furnish
Holding with copies of all Section 16(a) forms they file with the SEC.

Based solely on its review of the copies of such forms received by it with
respect to fiscal year 1996, or written representations from certain reporting
persons, Holding believes that all filing requirements required by Section
16(a) for fiscal year 1996 applicable to its directors, officers and persons
who beneficially own more than 10% of a registered class of Holding's equity
securities have been complied with.

CERTAIN TRANSACTIONS

Holding entered into a services agreement in May 1987 with Centex Service
Company, a wholly owned subsidiary of Centex ("CSC"), whereby CSC agreed to
provide certain tax, accounting and other similar services for Holding at a fee
of $2,500 per month. Service fees of $30,000 were paid pursuant to this
agreement for fiscal year 1996.

CDC has entered into an agreement with Holding to provide management
services to CDC in connection with the development, operation and maintenance
of CDC property and other administrative services. Management fees and
reimbursable costs totaling $1,295,000 were incurred under this agreement
during fiscal year 1996.

In connection with Holding's acquisition of additional shares of common
stock of Development in 1987, Holding borrowed $7,700,000 from Centex pursuant
to a secured promissory note (the "Holding Note"). The Holding Note, which had
a fluctuating balance during fiscal year 1996, bears interest, payable
quarterly, at the prime rate of interest of NationsBank of Texas, N.A.
("NationsBank") plus 1% (9 1/4% at May 24, 1996). As of May 24, 1996, the
outstanding principal balance of the Holding Note was $6,135,000. During
fiscal year 1996, the maturity of the Holding Note was extended to the earlier
to occur of April 1, 1998 (from April 1, 1996) or the last Detachment of

-27-
<PAGE> 31
Holding Common Stock and the Stockholder Warrants from Centex Common Stock
pursuant to the Nominee Agreement. Interest expense on the Holding Note was
$558,000 for fiscal year 1996.

In 1987, Development loaned $7,700,000 to Centex Real Estate Corporation, a
subsidiary of Centex ("CREC"), pursuant to an unsecured promissory note (the
"CREC Note") and the related loan agreement. The CREC Note bears interest,
payable quarterly, at the prime rate of interest of NationsBank plus 7/8% (9
1/8% at May 24, 1996). As of May 24, 1996, the outstanding principal balance
of the CREC Note was $7,700,000. During fiscal year 1996, the maturity of the
CREC Note was extended to April 30, 1998 (from April 30, 1996). Fiscal year
1996 interest income on the CREC Note totaled $750,000.

In fiscal year 1996, CDC sold to CREC certain tracts of land for $4,416,000
and has agreements to purchase an additional 109 lots from CDC.

CREC has guaranteed a bank line of credit for CDC (currently $5,000,000) to
utilize in conjunction with development of lots to be sold to CREC. This line
of credit, which had an outstanding balance of $1,373,000 at May 24, 1996,
bears interest at LIBOR plus 3/4% (approximately 6 1/4 % at May 24, 1996), and
is unsecured.

CDC owns property in the City of Carrollton, a suburb of Dallas, Texas,
which consists of one office and five fabrication-warehouse buildings on
approximately 17 acres. CDC leases this property to CREC pursuant to a
five-year lease terminating on March 31, 1998. For fiscal year 1996, CDC
received rent from CREC for this property in the amount of $200,000.

In July 1995, at the combined annual meeting of stockholders of Centex and
Holding, the Centex stockholders approved the proposal to extend until
November 30, 2007 the detachment date of the Holding Common Stock. Also in
July 1995, CREC waived cumulative preference accruals owed by CDC to CREC of
$37.5 million and agreed to reduce its unrecovered capital in CDC to $47.3
million, which became the new basis for future preference accruals. During the
1996 fiscal year, CDC made capital return payments to CREC of $10 million. At
May 24, 1996, unpaid preferred return totaled $2,506,000.

RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS

Arthur Andersen LLP acted as Holding's independent public accountants for
the fiscal year ended March 31, 1996 and has served as independent public
accountants for Holding since its incorporation in May 1987. Holding's
independent public accountants are selected annually by the Board of Directors
at the Board's first meeting held subsequent to the annual meeting of
stockholders. It is expected that the Board of Directors will select Arthur
Andersen LLP as Holding's independent public accountants for the current year.

STOCKHOLDER PROPOSALS

Holding's 1997 annual meeting of stockholders is scheduled to be held on
July 24, 1997. In order to be considered for inclusion in Holding's proxy
material for that meeting, stockholder proposals must be received at Holding's
executive offices, addressed to the attention of the Secretary, not later than
February 3, 1997.

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FORM 10-K

STOCKHOLDERS ENTITLED TO VOTE AT THE MEETING MAY OBTAIN A COPY OF HOLDING'S
ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED MARCH 31, 1996, INCLUDING
THE FINANCIAL STATEMENTS, REQUIRED TO BE FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION, WITHOUT CHARGE, UPON REQUEST TO 3333 HOLDING CORPORATION,
ATTENTION: RAYMOND G. SMERGE, SECRETARY, 3333 LEE PARKWAY, DALLAS, TEXAS 75219.

By Order of the Board of Directors

RAYMOND G. SMERGE
Secretary

Dallas, Texas
June 5, 1996

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ANNEX A

CENTEX CORPORATION

1987 STOCK OPTION PLAN

1. PURPOSE

The purpose of this Plan is to assist Centex Corporation, a Nevada
corporation, in attracting and retaining as officers and key employees of the
Company and its Affiliates, and as non-employee directors of the Company,
individuals of training, experience and ability and to furnish additional
incentive to such individuals by encouraging them to become owners of Shares of
the Company's capital stock, by granting to such individuals Incentive Options,
Nonqualified Options, Restricted Stock, or any combination of the foregoing.

2. DEFINITIONS

Unless the context otherwise requires, the following words as used
herein shall have the following meanings:

(a) "Plan" -- This Centex Corporation 1987 Stock Option Plan.

(b) "Company" -- Centex Corporation, a Nevada corporation.

(d) "Committee" -- The Committee provided for in Section 3 of
this Plan, as such Committee may be constituted from time to time.

(e) "Share" -- A share of the Company's present twenty-five
cents ($0.25) par value common stock and any share or shares of
capital stock or other securities of the Company hereafter issued or
issuable upon, in respect of or in substitution or in exchange for
each present share. Such Shares may be unissued or reacquired Shares,
as the Board, in its sole and absolute discretion, shall from time to
time determine.

(f) "Option" -- An option to purchase one or more Shares of
the Company granted under and pursuant to the Plan. Such Option may be
either an Incentive Option or a Nonqualified Option.

(g) "Optionee" -- An individual who has been granted an Option
under this Plan and who has executed a written option Agreement with
the Company.

(h) "Affiliates" -- Any corporation (other than the Company)
in any unbroken chain of corporations beginning with the Company if,
at the time of the granting of the Option, each of the corporations
other than the last corporation in the unbroken chain, owns stock
possessing 50% or more of the total combined voting power of all
classes of stock in one of the other corporations in such chain, and
(b) any corporation (other than the Company) in any unbroken chain of
corporations ending with the Company if, at the time of the granting
of the Option, each of the corporations, other than the Company, owns
stock possessing fifty percent (50%) or more of the total combined
voting power of all classes of stock in one of the other corporations
in such chain.

(i) "Fair Market Value" -- If a Share is traded on one or more
established market or exchanges, the mean of the opening and closing
price of the Share in the primary market or exchange on which the
Share is traded, and if the Share is not so traded or the Share does
not trade on the relevant date, the value determined in good faith

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by the Board. For purposes of valuing Shares to be made subject to
Incentive Options, the Fair Market Value of stock shall be determined
without regard to any restriction other than one which, by its terms,
will never lapse.

(j) "Agreement" -- The written agreement between the Company
and the Optionee evidencing the Option granted by the Company and the
understanding of the parties with respect thereto.

(k) "Incentive Option" -- Stock Options that are intended to
satisfy the requirements of Section 422 of the Code and Section 16 of
this Plan.

(l) "Nonqualified Options" -- Stock Options which do not
satisfy the requirements of Section 422 of the Code.

(m) "Code" -- The Internal Revenue Code of 1986, as amended
from time to time.

(n) "Restricted Stock" -- Shares issued pursuant to Section 19
of the Plan.

(o) "Act" -- The Securities Exchange Act of 1934, as amended.

(p) "Disinterested Person" -- An individual who satisfies the
requirements of Rule 16b-3 promulgated under the Act.

3. ADMINISTRATION

Except as is herein expressly provided otherwise, the Plan shall be
administered by the Board. The selection of individuals who shall receive
grants of Options or awards of Restricted Stock shall be made by the Committee.
The Committee shall consist of three or more individuals who shall be appointed
by and shall serve at the pleasure of the Board and may be comprised of the
entire Board. When the Committee is so comprised of the entire Board, the
terms "Board" and "Committee", as used herein, shall be deemed synonymous.
Notwithstanding the provisions of the immediately preceding sentence, unless
the Board provides otherwise by resolution, the Committee shall be composed
only of individuals who are Disinterested Persons, and until and unless the
Board provides or has provided that individuals who are not Disinterested
Persons may be members of the Committee, no individual appointed to the
Committee shall have been eligible at any time within one year prior to his
appointment to the Committee for the grant of an option, stock allocation, or
stock appreciation right under the Plan or any other plan of the Company or its
affiliates (within the meaning of Rule 12b-2 promulgated under the Act), nor
shall such individual be eligible to receive an option, allocation of stock, or
stock appreciation right under any such plan while a member of the Committee.
The Board may by resolution at any time and from time to time provide that the
Committee shall be comprised only of individuals who are Disinterested Persons
or that the Committee may be comprised of individuals some or all of whom are
not Disinterested Persons, all as the Board may deem from time to time
appropriate. ln making grants or awards, the Committee shall take into
consideration the contribution the individual has made or may make to the
success of the Company or its Affiliates and such other considerations as the
Board may from time to time specify.

The Committee shall elect one of its members as its chairman and shall
hold its meetings at such times and places as it may determine. All decisions
and determinations of the Committee shall be made by the majority vote or
decision of all of its members present at a meeting; provided, however, that
any decision or determination reduced to writing and signed by all of the
members of the Committee shall be as fully effective as if it had been made at
a meeting duly called and held. The Committee may make any rules and
regulations for the conduct of its business that are not inconsistent with the
provisions hereof, the bylaws of the Company or any resolutions of the Board.
All questions of interpretation and application of the Plan shall be subject to
the determination of a majority of the whole Board, which determination shall
be final and binding upon all parties.

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All questions of interpretation and application of the Plan shall be
subject to the determination of a majority of the whole Board, which
determination shall be final and binding upon all parties. All questions of
interpretation and application of an Option grant or an award of Restricted
Stock, including questions of interpretation and application of an Agreement,
shall be subject to the determination of a majority of the Committee, which
determination shall be final and binding upon all parties.

Subject to the express provisions hereof, the Board shall have the
authority, in its sole and absolute discretion, (a) to adopt, amend, and
rescind administrative and interpretive rules and regulations relating to the
Plan, (b) to construe the Plan, and (c) to make all other determinations
necessary or advisable for administering the Plan. The Board may correct any
defect or supply any omission or reconcile any inconsistency in the Plan in the
manner and to the extent it shall deem expedient to carry it into effect, and
it shall be the sole and final judge of such expediency. Subject to the
express provisions hereof, the Committee shall have the authority, in its sole
and absolute discretion, (a) to determine the terms and provisions of the
respective Agreements (which need not be identical), including provisions
defining or otherwise relating to (i) subject to the specific provisions of the
Plan, the term and the period or periods and extent of exercisability of the
Options, (ii) the extent to which the transferability of Shares issued upon
exercise of Options is restricted, (iii) the effect of termination of
employment or directorship upon the exercisability of the Options, and (iv) the
effect of approved leaves of absence (consistent with any applicable
regulations of the Internal Revenue Service), (b) subject to Sections 8 and 10,
to accelerate, for any reason, regardless of whether the Agreement so provides,
the time of exercisability of any Option that has been granted or the time of
the lapsing of restrictions on Restricted Stock, (c) to construe the respective
Agreements, and (d) to exercise the powers conferred on the Committee under
Section 19. The determinations of the Board or Committee, as the case may be,
on the matters referred to in this Section 3 shall be final and conclusive.

4. SHARES SUBJECT TO PLAN

(a) A maximum of 7,065,139 Shares shall be subject to grants of
Options and awards of Restricted Stock under the Plan; provided that such
maximum shall be increased or decreased as provided below in Section 12.

(b) At any time and from time to time after the Plan takes effect, the
Committee, pursuant to the provisions herein set forth, may grant Options and
award Restricted Stock until the maximum number of Shares shall be exhausted or
the Plan shall be sooner terminated; provided, however, that no Option shall be
granted and no Restricted Stock shall be awarded after May 19, 2001.

(c) Should any Option expire or be cancelled without being fully
exercised, or should any Restricted Stock previously awarded be reacquired by
the Company, the number of Shares with respect to which such Option shall not
have been exercised prior to its expiration or cancellation and the number of
Shares of such Restricted Stock so reacquired may again be optioned or awarded
pursuant to the provisions hereof.

(d) Any Shares withheld pursuant to subsection 18(c) shall not be
available after such withholding for being optioned or awarded pursuant to the
provisions hereof.

5. ELIGIBILITY

Eligibility for the receipt of the grant of Options under the Plan
shall be confined to (a) a limited number of persons who are employed by the
Company, or one or more of its Affiliates and who are officers of or who, in
the opinion of the Board, hold other key positions in or for the Company or one
or more of its Affiliates and (b) directors of the Company, including directors
who are not employees of the Company or its Affiliates; provided that only
employees of the Company or its Affiliates shall be eligible for the grant of
Incentive Options. In addition, an individual who becomes a director of the
Company, but who is not at the time he becomes a director also an employee of
the Company, shall not be eligible for a grant of Options or an award of
Restricted Stock, and shall not be eligible for the grant of an option, stock
allocation, or stock appreciation right under any other plan of the Company or
its affiliates (within the meaning of Rule

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12b-2 promulgated under the Act) until the Board expressly declares such person
eligible by resolution. In no event may an Option be granted to an individual
who is not an employee of the Company or an Affiliate or a director of the
Company. In addition, to provide for Disinterested Persons to serve on the
Committee, the Board may from time to time specify individuals described in the
first sentence of this Section 5 who shall not be eligible for the grant of
Options or the award of Restricted Stock or the grant of options or stock
appreciation rights or allocations of stock under any plan of the Company or
its affiliates (within the meaning of Rule 12b-2 promulgated under the Act);
provided however, that the Board may at any time determine that any individual
who has been so excluded from eligibility shall become eligible for grants of
Options or awards of Restricted Stock.

6. GRANTING OF OPTIONS

(a) From time to time while the Plan is in effect, the Committee may
in its absolute discretion, select from among the persons eligible to receive a
grant of Options under the Plan (including persons who have already received
such grants of Options) such one or more of them as in the opinion of the
Committee should be granted Options. The Committee shall thereupon, likewise in
its absolute discretion, determine the number of Shares to be allotted for
option to each person so selected; provided, however, that the total number of
Shares subject to Options granted to any one person, including directors of the
Company, when aggregated with the number of Shares of Restricted Stock awarded
to such person, shall not exceed 20 percent of the aggregate number of Shares
with respect to which Options and Restricted Stock may be granted or awarded
under the Plan.

(b) Each person so selected shall be offered an Option to purchase the
number of Shares so allotted to him, upon such terms and conditions, consistent
with the provisions of the Plan, as the Committee may specify. Options granted
to directors of the Company at such times as the Committee is not composed
solely of Disinterested Persons shall provide that such Options may not be
exercised until the first anniversary of their grant and then may be exercised
in full at any time on or after such first anniversary date until the date that
is ten (10) years from the date when the Option was originally granted. Each
such person shall have a reasonable period of time, to be fixed by the
Committee, within which to accept or reject the proffered Option. Failure to
accept within the period so fixed may be treated as a rejection.

(c) Each person who accepts an Option offered to him shall enter into
an Agreement with the Company, in such form as the Committee may prescribe,
setting forth the terms and conditions of the Option, whereupon such person
shall become a participant in the Plan. In the event an individual is granted
both one or more Incentive Options and one or more Nonqualified Options, such
grants shall be evidenced by separate Agreements, one each for the Incentive
Option grants and one each for the Nonqualified Options grants. The date which
the Committee specifies to be the grant date of an Option to an individual
shall constitute the date on which the Option covered by such Agreement is
granted. In no event, however, shall an Optionee gain any rights in addition
to those specified by the Committee in its grant, regardless of the time that
may pass between the grant of the Option and the actual signing of the
Agreement by the Company and the Optionee.

7. OPTION PRICE

The option price for each Share covered by each Incentive Option shall
not be less than the greater of (a) the par value of each such Share or (b) the
Fair Market Value of the Share at the time such Option is granted, except as
provided hereinafter. The option price for each Share covered by each
Nonqualified Option shall not be less than the greater of (a) the par value of
each such Share or (b) 50% of the Fair Market Value of the Share at the time
the Option is granted. If the Company or an Affiliate agrees to substitute a
new Option under the Plan for an old Option, or to assume an old Option, by
reason of a corporate merger, consolidation, acquisition of property or stock,
separation, reorganization, or liquidation (any of such events being referred
to herein as a "Corporate Transaction"), the option price of the Shares covered
by each such new Option or assumed Option may be other than the Fair Market
Value of the stock at the time the Option is granted as determined by reference
to a formula, established at the time of the Corporate Transaction, which will
give effect to such substitution or assumption; provided, however, in no event
shall --

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(a) the excess of the aggregate Fair Market Value of the Share
subject to the Option immediately after the substitution or assumption
over the aggregate option price of such Shares be more than the excess
of the aggregate Fair Market Value of all Shares subject to the Option
immediately prior to the substitution or assumption over the aggregate
option price of such Shares

(b) in the case of an Incentive Option, the new Option or the
assumption of the old Option give the Optionee additional benefits
which he would not have under the old Option; or

(c) the ratio of the option price to the Fair Market Value of
the stock subject to the Option immediately after the substitution or
assumption be more favorable to the Optionee than the ratio of the
option price to the Fair Market Value of the stock subject to the old
Option immediately prior such substitution or assumption, on a Share
by Share basis.

Notwithstanding the above, the provisions of this Section 7 with
respect to the Option price in the event of a Corporate Transaction shall, in
case of an Incentive Option, be subject to the requirements of Section 25(a) of
the Code and the Treasury regulations and revenue rulings promulgated
thereunder. In the case of an Incentive Option, in the event of a conflict
between the terms of this Section 7 and the above cited statute, regulations,
and rulings, or in the event of an omission in this Section 7 of a provision
required by said laws, the latter shall control in all respects and are hereby
incorporated herein by reference as if set out at length.

8. OPTION PERIOD

(a) Each Option shall run for such period of time as the Committee may
specify, but in no event for longer than ten (10) years from the date when the
Option is granted, including the period of time provided in subsections (i) and
(ii) of this subsection (a); and subject to such limits, and the further
condition that, unless designated otherwise by the Committee, no Incentive
Option shall become exercisable prior to one year from the date of its grant,

(i) Except as provided below in this subsection (i), all
rights to exercise an Option shall terminate within three months after
the date the Optionee ceases to be an employee of at least one of the
employers in the group of employers consisting of the Company and its
Affiliates, or after the date the Optionee ceases to be a director of
the Company, whichever may occur later, for any reason other than
death, except that, (x) in the case of a Nonqualified Option which is
held by an Optionee who is, on the date of cessation referred to in
this clause, an officer or director of the Company (within the
meanings thereof under Section 16b) of the Act), all rights to
exercise such Option shall terminate within seven months after the
date the Optionee ceases to be an employee of at least one of the
employers in the group of employers consisting of the Company and its
Affiliates, or, if later, after the date the Optionee ceases to be a
director of the Company, for any reason other than death; and, except
that, (y) the Committee, in its discretion, may provide in new Option
grants or amend outstanding Options to provide an extended period of
time during which an Optionee can exercise a Nonqualified Option to
the maximum permissible period for which such Optionee's Option would
have been exercisable in the absence of the Optionee's ceasing to be
an employee of the Company and its Affiliates or ceasing to be a
director of the Company; and, except that (z) in case the employment
of the Optionee is terminated for cause, the Option shall thereafter
be null and void for all purposes.

(ii) If the Optionee ceases to be employed by at least one of
the employers in the group of employers consisting of the Company and
its Affiliates, or ceases to be a director of the Company, whichever
may occur later, by reason of his death, all rights to exercise such
Option shall terminate fifteen (15) months thereafter.

(iii) If an Option is granted with a term shorter than ten
(10) years, the Committee may extend the term of the Option, but for
not more than ten (10) years from the date when the Option was
originally granted.

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9. OPTIONS NOT TRANSFERABLE

No Option or interest therein shall be transferable by the person to
whom it is granted otherwise than by will or by the applicable laws of descent
and distribution. Notwithstanding the foregoing, the Committee may, in its
sole discretion, provide in the Agreement relating to the grant of an Option
that the Optionee may transfer such Option, without consideration, to members
of the Optionee's immediate family or to one or more trusts for the benefit of
such immediate family members or partnerships in which such immediate family
members are the only partners. For purposes of this Section 9, "immediate
family" shall mean the Optionee's spouse, parents, children (including adopted
children) and grandchildren.

10. EXERCISE OF OPTIONS

(a) During the lifetime of an Optionee only he or his guardian or
legal representative may exercise an Option granted to him. In the event of his
death, any then exercisable portion of his Option may, within fifteen (15)
months thereafter, or earlier date of termination of the Option, be exercised
in whole or in part by any person empowered to do so under the deceased
Optionee's will or under the applicable laws of descent and distribution.

(b) At any time, and from time to time, during the period when any
Option, or a portion thereof, is exercisable, such Option, or portion thereof,
may be exercised in whole or in part; provided, however, that the Committee may
require any Option which is partially exercised to be so exercised with respect
to at least a stated minimum number of Shares.

(c) Each exercise of an Option or portion or part thereof shall be
evidenced by a notice in writing to the Company accompanied by payment in full
of the option price of the Shares then being purchased. Payment in full shall
mean payment of the full amount due, either in cash, by certified check or
cashier's check or, with the consent of the Committee, with Shares owned by the
Optionee, including an actual or deemed multiple series of exchanges of such
Shares. Options granted to directors of the Company at such times as the
Committee is not composed solely of Disinterested Persons shall be paid for in
cash, by certified check or cashier's check, or with Shares owned by the
director, including an actual or deemed multiple series of exchanges of such
Shares, as elected by the director.

(d) No Shares shall be issued until full payment therefor has been
made, and an Optionee shall have none of the rights of a stockholder until
Shares are issued to him.

(e) Nothing herein or in any Agreement executed or Option granted
hereunder shall require the Company to issue any Shares upon exercise of an
Option if such issuance would, in the opinion of counsel for the Company,
constitute a violation of the Securities Act of 1933, as amended, or any
similar or superseding statute or statutes, or any other applicable statute or
regulation, as then in effect. Upon the exercise of an Option or portion or
part thereof, the Optionee shall give to the Company satisfactory evidence that
he is acquiring such Shares for the purpose of investment only and not with a
view to their distribution; provided, however, if or to the extent that the
Shares subject to the Option shall be included in a registration statement
filed by the Company, or one of its Affiliates, such investment representation
shall be abrogated.

11. DELIVERY OF STOCK CERTIFICATES

As promptly as may be practicable after an Option, or a portion or
part thereof, has been exercised as hereinabove provided, the Company shall
make delivery of one or more certificates for the appropriate number of Shares.
In the event that an Optionee exercises both an Incentive Option, or a portion
thereof, and a Nonqualified Option, or a portion thereof, separate stock
certificates shall be issued, one for the Shares subject to the Incentive
Option and one for the Shares subject to the Nonqualified Option.

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12. CHANGES IN COMPANY'S SHARES AND CERTAIN CORPORATE TRANSACTIONS

If at any time while the Plan is in effect there shall be an increase
or decrease in the number of issued and outstanding Shares of the Company
effected without receipt of consideration therefor by the Company, through the
declaration of a stock dividend or through any recapitalization or merger or
otherwise in which the Company is the surviving corporation, resulting in a
stock split-up, combination or exchange of Shares of the Company, then and in
each such event:

(a) An appropriate adjustment shall be made in the maximum
number of Shares then subject to being optioned or awarded as
Restricted Stock under the Plan, to the end that the same proportion
of the Company's issued and outstanding Shares shall continue to be
subject to being so optioned and awarded;

(b) Appropriate adjustment shall be made in the number of
Shares and the option price per Share thereof then subject to purchase
pursuant to each Option previously granted, to the end that the same
proportion of the Company's issued and outstanding Shares in each such
instance shall remain subject to purchase at the same aggregate option
price: and

(c) In the case of Incentive Options, any such adjustments
shall in all respects satisfy the requirements of Section 424(a) of
the Code and the Treasury regulations and revenue rulings promulgated
thereunder.

Except as is otherwise expressly provided herein, the issue by the
Company of shares of its capital stock of any class, or securities convertible
into shares of capital stock of any class, either in connection with a direct
sale or upon the exercise of rights or warrants to subscribe therefor, or upon
conversion of shares or obligations of the Company convertible into such shares
or other securities, shall not affect, and no adjustment by reason thereof
shall be made with respect to, the number of or option price of Shares then
subject to outstanding Options granted under the Plan. Furthermore, the
presence of outstanding Options granted under the Plan shall not affect in any
manner the right or power of the Company to make, authorize or consummate (i)
any or all adjustments, recapitalizations, reorganizations or other changes in
the Company's capital structure or its business; (ii) any merger or
consolidation of the Company; (iii) any issue by the Company of debt securities
or preferred or preference stock which would rank above the Shares subject to
outstanding Options granted under the Plan; (iv) the dissolution or liquidation
of the Company; (v) any sale, transfer or assignment of all or any part of the
assets or business of the Company; or (vi) any other corporate act or
proceeding, whether of a similar character or otherwise.

Notwithstanding anything to the contrary above, a dissolution or
liquidation of the Company, a merger (other than a merger effecting a
reincorporation of the Company in another state) or consolidation in which the
Company is not the surviving corporation (or survives only as a subsidiary of
another corporation in a transaction in which the stockholders of the parent of
the Company and their proportionate interests therein immediately after the
transaction are not substantially identical to the stockholders of the Company
and their proportionate interests therein immediately prior to the
transaction), a transaction in which another corporation becomes the owner of
50% or more of the total combined voting power of all classes of stock of the
Company, or a change in control (as specified below), shall cause every Option
then outstanding to become exercisable in full, subject to the limitation on
the aggregate Fair Market Value of Shares that may become first exercisable
during any calendar year set forth in Section 16, immediately prior to such
dissolution, liquidation, merger, consolidation, transaction, or change in
control, to the extent not theretofore exercised, without regard to the
determination as to the periods and installments of exercisability contained in
the Agreements if (and only if) such Options have not at that time expired or
been terminated. For purposes of this paragraph, a change in control shall be
deemed to have taken place if: (i) a third person, including a "group" as
defined in Section 13(d)(3) of the Act, becomes the beneficial owner of Shares
of the Company having 50% or more of the total number of votes that may be cast
for the election of directors of the Company; or (ii) as a result of, or in
connection with, a contested election for directors, the persons who were
directors of the Company immediately before such election shall cease to
constitute a majority of the Board. Notwithstanding the foregoing provisions of
this paragraph, in the event of any such dissolution, merger, consolidation,
transaction, or change

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in control, the Board may completely satisfy all obligations of the Company and
its Affiliates with respect to any Option outstanding on the date of such event
by delivering to the Optionee cash in an amount equal to the difference between
the aggregate exercise price for Shares under the Option and the Fair Market
Value of such Shares on the date of such event, such payment to be made within
a reasonable time after such event.

13. EFFECTIVE DATE

The Plan shall be effective on May 20, 1987, the date of its adoption
by the Board, but shall be submitted to the stockholders of the Company for
ratification at the next regular or special meeting thereof to be held within
twelve (12) months after the Board shall have adopted the Plan. If at such a
meeting of the stockholders of the Company a quorum is present, the Plan shall
be presented for ratification, and unless at such a meeting the Plan is
ratified by the affirmative vote of a majority of the outstanding $0.25 par
value common stock of the Company, then and in such event, the Plan and all
Options granted under the Plan and all awards of Restricted Stock under the
Plan shall become null and void and of no further force or effect.

14. AMENDMENT, SUSPENSION OR TERMINATION

The Board may at any time amend, suspend or terminate the Plan;
provided, however, that after the stockholders have ratified the Plan, the
Board may not, without approval of the stockholders of the Company, amend the
Plan so as to:

(a) Increase the maximum number of Shares subject thereto, as
specified above in Sections 4(a) and 12; or

(b) Increase the proportionate number of Shares which may be
purchased pursuant to Option by any one person or awarded as
Restricted Stock to any one person, as specified above in Section 6(a)
or below in Section 19(a); or

(c) Reduce the option price below the price specified above in
Section 7; and provided further, that the Board may not modify, impair
or cancel any existing Option without the consent of the holder
thereof.

15. REQUIREMENTS OF LAW

Notwithstanding anything contained herein to the contrary, the Company
shall not be required to sell or issue Shares under any Option if the issuance
thereof would constitute a violation by the Optionee or the Company of any
provisions of any law or regulation of any governmental authority or any
national securities exchange; and as a condition of any sale or issuance of
Shares under Option the Company may require such agreements or undertakings, if
any, as the Company may deem necessary or advisable to assure compliance with
any such law or regulation.

16. INCENTIVE STOCK OPTIONS

The Committee, in its discretion, may designate any Option granted
under the Plan as an Incentive Option intended to qualify under Section 422 of
the Code. Any provision of the Plan to the contrary notwithstanding, (i) no
Incentive Option shall be granted to any person who, at the time such Incentive
Option is granted, owns stock possessing more than 10 percent of the total
combined voting power of all classes of stock of the Company or any Affiliate
unless the purchase price under such Incentive Option is at least 110 percent
of the Fair Market Value of the Shares subject to an Incentive Option at the
date of its grant and such Incentive Option is not exercisable after the
expiration of five years from the date of its grant, and (ii) the aggregate
Fair Market Value of the Shares subject to such Incentive Option and the
aggregate Fair Market Value of the shares of stock of any Affiliate (or a
predecessor of the Company or an Affiliate) subject to any other incentive
stock option (within the meaning of Section 422 of the Code) of the Company and
its Affiliates (or a predecessor corporation of any such corporation), that may
become first exercisable in any calendar year, shall not (with respect to any

A-8
<PAGE> 41
Optionee) exceed $100,000, determined as of the date the Incentive Option is
granted. For purposes of this Section 16, "predecessor corporation" means a
corporation that was a party to a transaction described in Section 424(a) of
the Code (or which would be so described if a substitution or assumption under
such section had been effected) with the Company, or a corporation which, at
the time the new incentive stock option (within the meaning of Section 422 of
the Code) is granted, is an Affiliate of the Company or a predecessor
corporation of any such corporations.

17. MODIFICATION OF OPTIONS

Subject to the terms and conditions of and within the limitations of
the Plan, the Committee may modify, extend or renew outstanding Options granted
under the Plan, or accept the surrender of Options outstanding hereunder (to
the extent not theretofore exercised) and authorize the granting of new Options
hereunder in substitution therefor (to the extent not theretofore exercised).
Notwithstanding the foregoing provisions of this Section 17, no modification of
an Option granted hereunder shall, without the consent of the Optionee, alter
or impair any rights or obligations under any Option theretofore granted
hereunder to such Optionee under the Plan, except as may be necessary, with
respect to Incentive Options, to satisfy the requirements of Section 422 of the
Code.

18. AGREEMENT PROVISIONS

(a) Each Agreement shall contain such provisions (including, without
limitation, restrictions or the removal of restrictions upon the exercise of
the Option and the transfer of shares thereby acquired) as the Committee shall
deem advisable. Each Agreement shall identify the Option evidenced thereby as
an Incentive Option or Nonqualified Option, as the case may be. Incentive
Options and Nonqualified Options may not both be covered by a single Agreement.
Each such Agreement relating to Incentive Options granted hereunder shall
contain such limitations and restrictions upon the exercise of the Incentive
Option as shall be necessary for the Incentive Option to which such Agreement
related to constitute an incentive stock option, as defined in Section 422 of
the Code.

(b) The Plan shall be annexed to each Agreement and each Agreement
shall recite that it is subject to the Plan and that the Plan shall govern
where there is any inconsistency between the Plan and the Agreement.

(c) Each Agreement shall contain an agreement and covenant by the
Optionee, in such form as the Committee may require in its discretion, that he
consents to and will take whatever affirmative actions are required, in the
opinion of the Board or Committee, to enable the Company or appropriate
Affiliate to satisfy its Federal income tax and FICA withholding obligations.
An Agreement may contain such provisions as the Committee deems appropriate to
enable the Company or its Affiliates to satisfy such withholding obligations,
including provisions permitting the Company, on exercise of an Option, to
withhold Shares otherwise issuable to the Optionee exercising the Option to
satisfy the applicable withholding obligations.

(d) Each Agreement relating to an Incentive Option shall contain a
covenant by the Optionee immediately to notify the Company in writing of any
disqualifying disposition (within the meaning of section 421(b) of the Code) of
an Incentive Option.

19. RESTRICTED STOCK

(a) Shares of Restricted Stock may be awarded by the Committee to
such individuals as are eligible for grants of Options, as the Committee may
determine at any time and from time to time before the termination of the Plan.
The total number of Shares of Restricted Stock awarded to any one person,
including directors of the Company, when aggregated with the number of Shares
subject to Options in favor of such person, shall not exceed 20 percent of the
aggregate number of Shares subject to the Plan.

A-9
<PAGE> 42
(b) A Share of Restricted Stock is a Share that does not irrevocably
vest in the holder or that may not be sold, exchanged, pledged, transferred,
assigned or otherwise encumbered or disposed of until the terms and conditions
set by the Committee at the time of the award of the Restricted Stock have been
satisfied. A Share of Restricted Stock shall be subject to such restrictions,
terms and conditions as the Committee may establish, which may include, without
limitation, the rendition of services to the Company or its Affiliates for a
specified time or the achievement of specific goals. The Committee may, when
it deems it appropriate, require the recipient of an award of Restricted Stock
to enter into an agreement with the Company evidencing the understanding of the
parties with respect to such award.

If an individual receives Shares of Restricted Stock, whether or not
escrowed as provided below, the individual shall be the record owner of such
Shares and shall have all the rights of a stockholder with respect to such
Shares (unless the escrow agreement, if any, specifically provides otherwise),
including the right to vote and the right to receive dividends or other
distributions made or paid with respect to such Shares. Any certificate or
certificates representing Shares of Restricted Stock shall bear a legend
similar to the following:

THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED
PURSUANT TO THE TERMS OF THE CENTEX CORPORATION 1987 STOCK OPTION PLAN
AND MAY NOT BE SOLD, PLEDGED, TRANSFERRED, ASSIGNED OR OTHERWISE
ENCUMBERED IN ANY MANNER EXCEPT AS SET FORTH IN THE TERMS OF SUCH
AWARD DATED , 19 .

In order to enforce the restrictions, terms and conditions that may be
applicable to an individual's Shares of Restricted Stock, the Committee may
require the individual, upon the receipt of a certificate or certificates
representing such Shares, or at any time thereafter, to deposit such
certificate or certificates, together with stock powers and other instruments
of transfer, appropriately endorsed in blank, with the Company or an escrow
agent designated by the Company under an escrow agreement in such form as shall
be determined by the Committee.

After the satisfaction of the terms and conditions set by the
Committee at the time of an award of Restricted Stock to an individual, which
award is not subject to a non-lapse feature, a new certificate, without the
legend set forth above, for the number of Shares that are no longer subject to
such restrictions, terms and conditions shall be delivered to the individual.

If an individual to whom Restricted Stock has been awarded dies after
satisfaction of the terms and conditions for the payment of all or a portion of
the award but prior to the actual payment of all or such portion thereof, such
payment shall be made to the individual's beneficiary or beneficiaries at the
time and in the same manner that such payment would have been made to the
individual.

The Committee shall have the authority (and the instrument evidencing
an award of Restricted Stock may so provide) to cancel all or any portion of
any outstanding restrictions prior to the expiration of such restrictions with
respect to any or all of the Shares of Restricted Stock awarded to an
individual hereunder on such terms and conditions as the Committee may deem
appropriate. With respect to the occurrence of any event specified in the last
paragraph of Section 12, the restrictions, if any, applicable to any
outstanding Shares awarded as Restricted Stock shall lapse immediately prior to
the occurrence of the event.

(c) If an individual to whom Restricted Stock has been awarded ceases
to be employed by at least one of the employers in the group of employers
consisting of the Company and its Affiliates, or ceases to be a director of the
Company, whichever may occur later, for any reason prior to the satisfaction of
any terms and conditions of an award, any Restricted Stock remaining subject to
restrictions shall thereupon be forfeited by the individual and transferred to,
and reacquired by, the Company or an Affiliate at no cost to the Company or the
Affiliate; provided, however, if the termination or cessation is due to the
individual's death, disability or retirement on or after the earlier of (i) age
65 or (ii) such time as the sum of the individual's age and years of service
equals 70, provided such individual is at least 55, the Committee may, in its
sole discretion, deem that the terms and conditions have been met for all or
part of such remaining portion. In such

A-10
<PAGE> 43
event, the individual, or in the event of his death, his personal
representative, shall forthwith deliver to the Secretary of the Company the
certificates for the Shares of Restricted Stock remaining subject to such
restrictions, accompanied by such instruments of transfer, if any, as may
reasonably be required by the Secretary of the Company.

(d) In case of any consolidation or merger of another corporation into
the Company in which the Company is the surviving corporation and in which
there is a reclassification or change (including a change to the right to
receive cash or other property) of the Shares (other than a change in par
value, or from par value to no par value, or as a result of a subdivision or
combination, but including any change in such shares into two or more classes
or series of shares), the Committee may provide that payment of Restricted
Stock shall take the form of the kind and amount of shares of stock and other
securities (including those of any new direct or indirect parent of the
Company), property, cash or any combination thereof receivable upon such
reclassification, change, consolidation or merger.

20. GENERAL

(a) The proceeds received by the Company from the sale of Shares
pursuant to Options shall be used for general corporate purposes.

(b) Nothing contained in the Plan, or in any Agreement, shall confer
upon any Optionee or recipient of Restricted Stock the right to continue in the
employ of the Company or any Affiliate, or interfere in any way with the rights
of the Company or any Affiliate to terminate his employment at any time.

(c) Neither the members of the Board nor any member of the Committee
shall be liable for any act, omission, or determination taken or made in good
faith with respect to the Plan or any Option or Restricted Stock granted under
it; and the members of the Board and the Committee shall be entitled to
indemnification and reimbursement by the Company in respect of any claim, loss,
damage or expense (including counsel fees) arising therefrom to the full extent
permitted by law and under any directors and officers liability or similar
insurance coverage that may be in effect from time to time.

(d) As partial consideration for the granting of each Option or award
of Restricted Stock hereunder, the Optionee or recipient shall agree with the
Company that he will keep confidential all information and knowledge which he
has relating to the manner and amount of his participation in the Plan;
provided, however, that such information may be disclosed as required by law or
given in confidence to the individual's spouse, tax or financial advisors, or
to a financial institution to the extent that such information is necessary to
secure a loan. In the event any breach of this promise comes to the attention
of the Committee, it shall take into consideration such breach, in determining
whether to grant any future Option or award any future Restricted Stock to such
individual, as a factor militating against the advisability of granting any
such future Option or awarding any such future Restricted Stock to such
individual.

(e) Participation in the Plan shall not preclude an individual from
eligibility in any other stock option plan of the Company or any Affiliate or
any old age benefit, insurance, pension, profit sharing, retirement, bonus, or
other extra compensation plans which the Company or any Affiliate has adopted,
or may, at any time, adopt for the benefit of its employees or directors.

(f) Any payment of cash or any issuance or transfer of Shares to the
Optionee, or to his legal representative, heir, legatee, or distributee, in
accordance with the provisions hereof, shall, to the extent thereof, be in full
satisfaction of all claims of such persons hereunder. The Board or Committee
may require any Optionee, legal representative, heir, legatee, or distributee,
as a condition precedent to such payment, to execute a release and receipt
therefor in such form as it shall determine.

A-11
<PAGE> 44
(g) Neither the Committee nor the Board nor the Company guarantees the
Shares from loss or depreciation.

(h) All expenses incident to the administration, termination, or
protection of the Plan, including, but not limited to, legal and accounting
fees, shall be paid by the Company or its Affiliates.

(i) Records of the Company and its Affiliates regarding an
individual's period of employment, termination of employment and the reason
therefor, leaves of absence, re-employment, tenure as a director and other
matters shall be conclusive for all purposes hereunder, unless determined by
the Board or Committee to be incorrect.

(j) The Company and its Affiliates shall, upon request or as may be
specifically required hereunder, furnish or cause to be furnished, all of the
information or documentation which is necessary or required by the Board or
Committee to perform its duties and functions under the Plan.

(k) The Company assumes no obligation or responsibility to an Optionee
or recipient of Restricted Stock or his personal representatives, heirs,
legatees, or distributees for any act of, or failure to act on the part of, the
Board or Committee.

(l) Any action required of the Company shall be by resolution of its
Board or by a person authorized to act by resolution of the Board. Any action
required of the Committee shall be by resolution of the Committee or by a
person authorized to act by resolution of the Committee.

(m) If any provision of this Plan or any Agreement is held to be
illegal or invalid for any reason, the illegality or invalidity shall not
affect the remaining provisions of the Plan or the Agreement, as the case may
be, but such provision shall be fully severable and the Plan or the Agreement,
as the case may be, shall be construed and enforced as if the illegal or
invalid provision had never been included herein or therein.

(n) Whenever any notice is required or permitted hereunder, such
notice must be in writing and personally delivered or sent by mail. Any notice
required or permitted to be delivered hereunder shall be deemed to be delivered
on the date on which it is personally delivered, or, whether actually received
or not, on the third business day after it is deposited in the United States
mail, certified or registered, postage prepaid, addressed to the person who is
to receive it at the address which such person has theretofore specified by
written notice delivered in accordance herewith. The Company, an Optionee or a
recipient of Restricted Stock may change, at any time and from time to time, by
written notice to the other, the address which it or he had theretofore
specified for receiving notices. Until changed in accordance herewith, the
Company and each Optionee and recipient of Restricted Stock shall specify as
its and his address for receiving notices the address set forth in the
Agreement pertaining to the shares of Stock to which such notice relates.

(o) Any person entitled to notice hereunder may waive such notice.

(p) The Plan shall be binding upon the Optionee or recipient of
Restricted Stock, his heirs, legatees, and legal representatives, upon the
Company, its successors, and assigns, and upon the Board and Committee, and
their successors.

(q) The titles and headings of Sections and paragraphs are included
for convenience of reference only and are not to be considered in construction
of the provisions hereof.

(r) All questions arising with respect to the provisions of the Plan
shall be determined by application of the laws of the State of Nevada except to
the extent Nevada law is preempted by federal law. The obligation of the
Company to sell and deliver Shares hereunder is subject to applicable laws and
to the approval of any governmental authority required in connection with the
authorization, issuance, sale, or delivery of such Shares.

A-12
<PAGE> 45
(s) Words used in the masculine shall apply to the feminine where
applicable, and wherever the context of this Plan dictates, the plural shall be
read as the singular and the singular as the plural.

21. WITHHOLDING TAXES

Federal, state, or local law may require the withholding of taxes
applicable to gains resulting from the exercise of Nonqualified Options granted
hereunder. Unless otherwise prohibited by the Committee, each participant may
satisfy any such withholding tax obligation by electing (i) to tender a cash
payment to the Company, (ii) to authorize the Company to withhold from the
shares of stock of the Company otherwise issuable to the participant as a
result of the exercise of the Nonqualified Option a number of shares having a
fair market value, as of the date the withholding tax obligation arises, equal
to the withholding obligations, or, at the election of the participant, up to
the maximum of taxes due (the "Share Withholding Alternative"), (iii) to
deliver to the Company previously acquired shares of common stock of the
Company having a fair market value, as of the date the withholding tax
obligation arises, equal to the amount to be withheld, or at the election of
the participant, up to the maximum of taxes due, or (iv) any combination of the
foregoing, provided the combination permits the payment of all withholding
taxes attributable to the exercise of the Nonqualified Option. Any withholding
election may not be made within six months after the grant of the stock option
(except in the event of death or disability of the optionee). A participant's
election to pay the withholding tax obligation must be made (a) in the case of
officers or directors of the Company, (i) during the period beginning on the
third business day following the date of release of the Company's quarterly or
annual summary statement of sales and earnings and ending on the twelfth
business day following such date (but in no event later than the Tax Date, as
hereinafter defined), or (ii) at least six months less one day prior to the Tax
Date, and (b) in the case of other participants, at any time; provided however,
that if any participant (whether or not he is an officer or director) elects to
have his withholding tax obligation satisfied (in whole or in part) through the
Share Withholding Alternative, then such election shall be void and of no legal
effect unless it is made in writing delivered to the Company before the time of
exercise, or simultaneously with the exercise, of such participant's
Nonqualified Option. A valid and binding written election of the Share
Withholding Alternative shall be irrevocable. A participant's failure to elect
a withholding alternative prior to the time such election is required to be
made shall be deemed to be an election to pay the withholding tax by tendering
a cash payment to the Company. For purposes of this Section 21, the fair market
value of the shares used to pay withholding taxes is the mean between the
highest and lowest price quoted on the New York Stock Exchange for one share of
common stock of the Company on the Tax Date. Also, as used in this Section 21,
"Tax Date" shall mean the date on which a withholding tax obligation arises in
connection with an exercise of a nonqualified stock option, which date shall be
presumed to be the date of exercise, unless shares subject to a substantial
risk of forfeiture (as defined in section 83(c)(1) or (c)(3) of the Code) are
issuable on exercise of the option and the participant does not make a timely
election under section 83(b) of the Code with respect thereto, in which case
the Tax Date for such shares is the date on which the substantial risk of
forfeiture lapses. Fractional shares remaining after payment of the
withholding taxes shall be paid to the participant in cash.

A-13
<PAGE> 46

CENTEX CORPORATION

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

Annual Meeting of Stockholders-July 25, 1996

The undersigned hereby appoints William J Gillilan III and Laurence E. Hirsch
(acting unanimously or if only one be present, by that one alone), and each of
them, proxies, with full power of substitution to each, to vote, as specified
on the reverse side, at the Annual Meeting of Stockholders of Centex
Corporation ("Centex") to be held July 25, 1996, or any adjournment thereof,
all shares of Common Stock of Centex registered in the name of the undersigned
at the close of business on May 28, 1996.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS SPECIFIED ON THE BALLOT ON
THE REVERSE SIDE, BUT IF NO INSTRUCTIONS ARE INDICATED, THEN THIS PROXY WILL BE
VOTED FOR ITEM 1 AND ITEM 2. THE PROXIES WILL USE THEIR DISCRETION WITH
RESPECT TO ANY MATTER REFERRED TO IN ITEM 3.

By execution of this proxy, you hereby acknowledge receipt herewith of Notice
of Meeting and Proxy Statement dated June 5, 1996.

READ, EXECUTE AND DATE REVERSE SIDE AND MAIL IN THE ENCLOSED ENVELOPE.

- --------------------------------------------------------------------------------

Proxies are being separately solicited by the Board of Directors of Centex
Corporation and 3333 Holding Corporation. To assure representation of your
shares at the annual meetings of BOTH companies, you must mark and return BOTH
proxy cards in the enclosed envelope.
PLEASE TEAR OFF AND DISCARD THIS STUB.

- --------------------------------------------------------------------------------

3333 HOLDING CORPORATION

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

Annual Meeting of Stockholders-July 25, 1996

The undersigned hereby appoints J. Stephen Bilheimer and David M. Sherer
(acting unanimously or if only one be present, by that one alone), and each of
them, proxies, with full power of substitution to each, to vote, as specified
on the reverse side, at the Annual Meeting of Stockholders of 3333 Holding
Corporation ("Holding") to be held July 25, 1996, or any adjournment thereof,
all the beneficial interest of the undersigned in that portion of the 1,000
shares (the "Shares") of Common Stock of Holding registered in the name of
Chemical Bank (the "Nominee") pursuant to that certain Nominee Agreement dated
November 30, 1987 by and among Holding, Centex Corporation ("Centex"), Centex
Development Company, L.P. and the Nominee, at the close of business on May 28,
1996 (the "Record Date"), that the total number of shares of Common Stock of
Centex held by the undersigned on the Record Date (being the number of shares
shown on this proxy beside the name of the undersigned (the "Centex Owned
Shares")) bears to the total number of shares of Centex Common Stock
outstanding on the Record Date. The beneficial interest of the undersigned in
the Shares is thus equal to approximately .0000352 multiplied by the number of
the Centex Owned Shares.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS SPECIFIED ON THE BALLOT ON
THE REVERSE SIDE, BUT IF NO INSTRUCTIONS ARE INDICATED, THEN THIS PROXY WILL BE
VOTED FOR ITEM 1. THE PROXIES WILL USE THEIR DISCRETION WITH RESPECT TO ANY
MATTER REFERRED TO IN ITEM 2.

By execution of this proxy, you hereby acknowledge receipt herewith of Notice
of Meeting and Proxy Statement dated June 5, 1996.

READ, EXECUTE AND DATE REVERSE SIDE AND MAIL IN THE ENCLOSED ENVELOPE.

<PAGE> 47

CENTEX CORPORATION

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE ELECTION
OF ALL THE NOMINEES IN ITEM 1 AND FOR THE PROPOSAL IN ITEM 2.

Please mark your votes as indicated in this example [X]

1. Election of directors listed to the right to serve
until the Annual Meeting of Stockholders in 1999.

FOR all nominees WITHHOLD
listed to the right AUTHORITY
(except as marked to vote for all nominees
to the contrary). listed to the right.

[ ] [ ]

2. To ratify, confirm and approve the Centex Corporation
1987 Stock Option Plan, as amended.

FOR AGAINST ABSTAIN

[ ] [ ] [ ]

(INSTRUCTION: To withhold authority to vote for any individual nominee, write
the nominee's name in the space provided below.)

Alan B. Coleman, Juan L. Elek, Clint W. Murchison, III, Paul R. Seegers

- -----------------------------------------------------------------------

3. In their discretion, on such other business as may properly be brought
before the meeting or any adjournment thereof.

THIS PROXY MAY BE REVOKED AT ANY TIME BEFORE IT IS VOTED AT THE ANNUAL MEETING.

UNLESS OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED FOR ITEMS 1 AND 2 AND, IN
THE DISCRETION OF THE NAMED PROXIES, UPON SUCH OTHER BUSINESS AS MAY PROPERLY BE
BROUGHT BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF. By executing this proxy,
the undersigned hereby revokes prior proxies relating to the meeting.

Dated: , 1996
---------------------------

- ----------------------------------------
Signature

- --------------------------------------------------------------------------------

PROXIES ARE BEING SEPARATELY SOLICITED BY THE BOARD OF DIRECTORS OF CENTEX
CORPORATION AND 3333 HOLDING CORPORATION. TO ASSURE REPRESENTATION OF YOUR
SHARES AT THE ANNUAL MEETINGS OF BOTH COMPANIES, YOU MUST MARK AND RETURN BOTH
PROXY CARDS IN THE ENCLOSED ENVELOPE. PLEASE TEAR OFF AND DISCARD THIS STUB.

- --------------------------------------------------------------------------------

3333 HOLDING CORPORATION

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE
FOR THE ELECTION OF ALL THE NOMINEES IN ITEM 1.

1. Election of directors listed to the right.

FOR all nominees WITHHOLD
listed to the right AUTHORITY
(except as marked to vote for all nominees
to the contrary). listed to the right.

[ ] [ ]

2. In their discretion, on such other business as may properly be brought
before the meeting or any adjournment thereof.

(INSTRUCTION: To withhold authority to vote for any individual nominee, write
the nominee's name in the space provided below.)

J. Stephen Bilheimer, Josiah O. Low, III, David M. Sherer

- ----------------------------------------------------------------

THIS PROXY MAY BE REVOKED AT ANY TIME BEFORE IT IS VOTED AT THE ANNUAL MEETING.

UNLESS OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED FOR ITEM 1 AND, IN THE
DISCRETION OF THE NAMED PROXIES, UPON SUCH OTHER BUSINESS AS MAY PROPERLY BE
BROUGHT BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF. By executing this
proxy, the undersigned hereby revokes prior proxies relating to the meeting.

Dated: , 1996
---------------------------

- ----------------------------------------
Signature