INDENTURES SUPPLEMENT NO. 15 Dated as of November 2, 2004 to INDENTURE Dated as of October 1, 1998

EXHIBIT 4.2

CENTEX CORPORATION

Issuer

and

JPMORGAN CHASE BANK

(formerly The Chase Manhattan Bank)

Trustee

INDENTURE SUPPLEMENT NO. 15

Dated as of November 2, 2004

to

INDENTURE

Dated as of October 1, 1998

4.55% Senior Notes due November 1, 2010

TABLE OF CONTENTS

EXHIBIT A — Form of Note

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          INDENTURE SUPPLEMENT NO. 15 (“Indenture Supplement”), dated as of November 2, 2004, between CENTEX CORPORATION, a Nevada corporation (together with its successors and assigns as provided in the Indenture referred to below, the “Company”), and JPMORGAN CHASE BANK, a New York banking corporation (formerly, The Chase Manhattan Bank, successor to Chase Bank of Texas, National Association) (together with its successors in trust thereunder as provided in the Indenture referred to below, the “Trustee”), as trustee under an Indenture dated as of October 1, 1998 (the “Indenture”).

PRELIMINARY STATEMENT

          Section 2.02 of the Indenture provides, among other things, that the Company may, when authorized by its Board of Directors, and the Trustee may at any time and from time to time, enter into a series supplement to the Indenture for the purpose of authorizing one or more Series of Senior Debt Securities and to specify certain terms of each such Series of Senior Debt Securities. The Board of Directors of the Company has duly authorized the creation of a Series of Senior Debt Securities to be known as the Company’s 4.55% Senior Notes due 2010 (the “Notes”), and the Company and the Trustee are executing and delivering this Indenture Supplement in order to provide for the issuance of the Notes.

ARTICLE ONE

Definitions

          Except to the extent such terms are otherwise defined in this Indenture Supplement or the context clearly requires otherwise, all terms used in this Indenture Supplement which are defined in the Indenture or the form of Note attached hereto as Exhibit A, either directly or by reference therein, shall have the meanings assigned to them therein.

          As used in this Indenture Supplement, the following terms shall have the following meanings:

CONSOLIDATED NET TANGIBLE ASSETS:

          The term “Consolidated Net Tangible Assets” shall mean the aggregate amount of assets included on the most recent consolidated balance sheet of the Company and its subsidiaries, less applicable reserves and other properly deductible items and after deducting therefrom (a) all current liabilities and (b) all goodwill, trade names, trademarks, patents, unamortized debt discount and expense, and other like intangibles, all in accordance with generally accepted accounting principles consistently applied.

DEPOSITARY:

          The term “Depositary” shall mean, unless otherwise specified by the Company, The Depository Trust Company, New York, New York, or any successor thereto registered as a Clearing Agency under the Securities Exchange Act of 1934, as amended, or any successor statute or regulation.

FUNDED INDEBTEDNESS:

          The term “Funded Indebtedness” shall mean notes, bonds, debentures or other similar evidences of indebtedness for money borrowed which by their terms mature at or are extendible or renewable at the option of the obligor to a date more than 12 months after the date of the creation of such debt.

GLOBAL SECURITY:

          The term “Global Security” shall mean a single Note that is issued to evidence Notes having identical terms and provisions, which is delivered to the Depositary or pursuant to instructions of the Depositary and which shall be registered in the name of the Depositary or its nominee.

INTEREST PAYMENT DATE:

          The term “Interest Payment Date” means the Stated Maturity of an installment of interest on the Notes.

MATURITY DATE:

          The term “Maturity Date,” when used with respect to any Note, shall mean the date on which the principal of such Note becomes due and payable in accordance with its terms and the terms of this Indenture as therein or herein provided, whether at Stated Maturity, upon declaration of acceleration, call for redemption or otherwise.

NOTEHOLDER; HOLDER:

          The terms “Noteholder” or “Holder” shall mean any Person in whose name at the time a particular Note is registered in the Senior Debt Security Register kept for that purpose in accordance with the terms hereof.

REGULAR RECORD DATE:

          The term “Regular Record Date” for the interest payable on any Interest Payment Date shall mean the day which is fifteen calendar days immediately prior to such Interest Payment Date, whether or not such day is a business day.

REDEMPTION DATE:

          The term “Redemption Date” for a Note shall mean the date fixed for the redemption of such Note in accordance with the provisions of this Indenture Supplement.

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SPECIAL RECORD DATE:

          The term “Special Record Date” for the payment of any defaulted interest means a date which is not less than ten and not more than fifteen calendar days immediately preceding the Interest Payment Date of defaulted interest on such Note established by notice given by first class mail by or on behalf of the Company to the Holder of such Note not less than fifteen calendar days prior to such Special Record Date.

STATED MATURITY:

          The term “Stated Maturity” means, when used with respect to any Note or any installment of interest thereon (including defaulted interest), the date specified in such Note as the fixed date upon which the principal of such Note or such installment of interest is due and payable.

ARTICLE TWO

Terms and Issuance of the Notes

          Section 2.01. Issuance and Designation. A Series of Senior Debt Securities which shall be designated as the Company’s “4.55% Senior Notes due 2010” shall be executed, authenticated and delivered in accordance with the provisions of, and shall in all respects be subject to, the terms, conditions and covenants of, the Indenture and this Indenture Supplement (including the form of Note set forth in Exhibit A). The aggregate principal amount of the Notes which may be authenticated and delivered under this Indenture Supplement shall not, except as permitted by the provisions of the Indenture, exceed $300,000,000, provided that the Company may, without the consent of the Holders of the Notes, reopen this Series and issue additional Notes under the Indenture and this Indenture Supplement in addition to the $300,000,000 of Notes authorized as of the date hereof.

          Section 2.02. Form and Other Terms of Notes; Incorporation of Terms. The Notes shall be substantially in the form attached hereto as Exhibit A. The terms of such Notes are herein incorporated by reference and are part of this Indenture Supplement.

          Section 2.03. Place and Method of Payment. The place of payment in respect of the Notes will be at the principal office or agency of the Company in Dallas, Texas or at the office or place of business of the Trustee or its successor in trust under the Indenture, which, at the date hereof, is located at Chase Global Trust, 450 W. 33rd Street, 15th Floor, New York, New York 10001. Payments in respect of principal or premium, if any, on Notes will be made only against surrender of such Notes at such office. Payments of interest on each Interest Payment Date with respect to each Note will be made to the Person in whose name such Note is registered at the close of business on the Regular Record Date immediately preceding such Interest Payment Date by U.S. dollar check drawn on a bank in the City of New York or, for Holders of at least $1,000,000 of Notes, by wire transfer to a dollar account maintained by the payee with a bank in the United States; provided that a written request from such Holder to such effect

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designating such account is received by the Trustee or the Paying Agent no later than 30 calendar days preceding such Interest Payment Date. Unless such designation is revoked, any such designation made by such Holder with respect to such Note payable to such Holder will remain in effect with respect to any further interest payments with respect to such Note payable to such Holder. The Company will pay any administrative costs imposed by banks in connection with making interest payments by wire transfer.

          So long as the Depositary continues to make its “Same-Day Funds Settlement System” available to the Company, payments due on Notes represented by a Global Security registered in the name of the Depositary or its nominee will be made in immediately available funds to the Depositary or its nominee, as the case may be, as the registered owner of the Global Security representing such Notes. The Company expects that the Depositary or its nominee, upon receipt of any payment, will credit immediately participants’ accounts with payments in same-day funds in amounts proportionate to their respective beneficial interests in such payments, as shown on the records of the Depositary or its nominee. The Company also expects that payments by participants and indirect participants to owners of beneficial interests in such Global Security held through such Persons will be governed by standing instructions and customary practices, as is now the case with securities registered in the name of nominees for such customers, and will be the responsibility of such participants and indirect participants.

ARTICLE THREE

Additional Covenants

          Section 3.01. Limitation on Liens. The following provisions shall apply to the Notes:

          (a) The Company will not itself, and will not permit any of its subsidiaries (other than Centex Financial Services, Inc. and its subsidiaries) to, issue, assume or guarantee any indebtedness for borrowed money (“Indebtedness”) if such borrowed money is secured by a mortgage, pledge, security interest, lien or other encumbrance (any such mortgage, pledge, security interest, lien or other encumbrance being hereinafter in this Section 3.01 referred to as a “Lien”) on or with respect to any of the properties or assets of the Company or any such subsidiary or on any shares of capital stock or other equity interests of any subsidiary that owns properties or assets (other than Centex Financial Services, Inc. and its subsidiaries), whether, in each case, owned at the date of this Indenture Supplement or thereafter acquired, unless the Company makes effective provision whereby the Notes are secured by such Lien equally and ratably with any and all other borrowed money thereby secured; provided, however, that the foregoing restrictions shall not be applicable to:

               (i) any Lien existing on any of the Company’s properties or assets or shares of capital stock or other equity interests at the date of this Indenture Supplement;

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

               (iii) any Lien on any property or asset of any corporation or other entity (or on any accession or improvement to such asset or any proceeds thereof) existing at the time such corporation or other entity becomes a subsidiary of the Company or is merged or consolidated with or into the Company or any of its subsidiaries;

               (iv) any Lien on any property or asset existing at the time of acquisition thereof (or on any accession or improvement to such property or asset or any proceeds thereof) by the Company or any of its subsidiaries;

               (v) any Lien on any property or asset (or on any accession or improvement to such property or asset or any proceeds thereof) securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property or asset or the making of any improvement thereof; provided that such Lien attaches to such property or asset concurrently with or within 180 days after the acquisition thereof or the making of such improvement;

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

               (vii) any Lien arising out of the refinancing, extension, renewal or replacement of any of the Liens permitted by any of clauses (i) through (vi) above; provided that the principal amount of the Indebtedness secured by the Lien being refinanced, extended, reviewed or replaced is not increased and is not secured by any additional properties or assets; and

               (viii) any Lien imposed by law.

          (b) Notwithstanding the provisions of subsection (a) of this Section 3.01, the Company or any of its subsidiaries may issue, assume or guarantee Indebtedness secured by a Lien which would otherwise be subject to the foregoing restrictions in an aggregate amount which, together with all other such secured borrowings of the Company and its subsidiaries and the Attributable Debt (as defined below) in respect of Sale and Lease-Back Transactions (as defined in Section 3.02) existing at such time (other than Sale and Lease-Back Transactions not subject to the limitation contained in Section 3.02), does not at the time exceed twenty percent (20%) of the Consolidated Net Tangible Assets of the Company and its subsidiaries, as shown on the audited consolidated balance sheet contained in the latest annual report to stockholders of the Company. The term “Attributable Debt” as used in this paragraph shall mean, as of any particular time, the present value of the obligation of a lessee for rental payments during the remaining term of any lease (including any period for which such lease has been extended or may, at the option of the lessor, be extended).

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          Section 3.02. Limitation on Sale and Lease-Back Transactions. The Company will not, nor will it permit any of its subsidiaries to, enter into any arrangement with any Person (other than the Company) providing for the leasing by the Company or a subsidiary of any of its properties or assets (except for temporary leases for a term of not more than three (3) years and except for sales and leases of model homes), which property or asset has been or is to be sold or transferred by the Company or such subsidiary to such Person (herein referred to as a “Sale and Lease-Back Transaction”), unless (a) the net proceeds to the Company or such subsidiary from such sale or transfer equal or exceed the fair value (as determined by the Board of Directors, the Chairman of the Board, the Vice Chairman, the President or the principal financial officer of the Company) of the property or asset so leased, (b) the Company or such subsidiary would be entitled to incur Indebtedness secured by a Lien on the property or asset to be leased pursuant to Section 3.01, (c) the Company shall, and in any such case the Company covenants that it will, apply an amount equal to the fair value (as determined by the Board of Directors, the Chairman of the Board, the Vice Chairman, the President or the principal financial officer of the Company) of the property or asset so leased to the retirement (other than any mandatory retirement), within 180 days of the effective date of any such Sale and Lease-Back Transaction, of Funded Indebtedness of the Company, (d) such Sale and Lease-Back Transaction relates to a sale which occurred within 180 days from the date of acquisition of such property or asset by the Company or a subsidiary or the date of the completion of construction or commencement of full operations on such property, whichever is later, or (e) such transaction was consummated prior to the date of this Indenture Supplement.

ARTICLE FOUR

Defeasance

          Section 4.01. Option to Effect Legal Defeasance or Covenant Defeasance. The Company may, at any time, with respect to the Notes, elect to have either Section 13.01 of the Indenture or Section 4.03 of this Indenture Supplement be applied to all outstanding Notes upon compliance with the conditions set forth in Article Thirteen of the Indenture and below in this Article Four.

          Section 4.02. Legal Defeasance. Upon the Company’s exercise under Section 4.01 of the option applicable to Section 13.01 of the Indenture, the Company may terminate its obligations under the Notes, the Indenture and this Indenture Supplement by complying with the terms and conditions of Section 13.01 of the Indenture; provided, however, that the Opinion of Counsel delivered to the Trustee will also state that either (A) the Company has received from, or there has been published by, the Internal Revenue Service, a ruling or (B) since the date hereof, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred.

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          Section 4.03. Covenant Defeasance. Upon the Company’s exercise under Section 4.01 of the option applicable to this Section 4.03, the Company shall be released from its obligations under the covenants contained in Article Three of this Indenture Supplement with respect to the outstanding Notes on and after the date the conditions set forth below are satisfied (“Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes he