RECITALS

                                                                   EXHIBIT 10.12

                              TERMINATION AGREEMENT

      This Termination Agreement ("Agreement") is effective as of March 31, 2004
(the "Effective Date"), by and between Xxxxx X. Xxxxx, an individual residing in
Dallas County, Texas ("Xxxxx"), and Centex Corporation, a Nevada corporation,
with offices in Dallas County, Texas ("Centex"). Xxxxx and Centex are
collectively referred to as "Parties" and individually as "Party."

                                    RECITALS

      WHEREAS, the Parties entered into a Consulting Agreement dated March 31,
2002 (the "Consulting Agreement") under which Centex retained Xxxxx as a
consultant to assist Centex and its Affiliates a variety of matters; and

      WHEREAS, the Parties now desire to mutually terminate the Consulting
Agreement.

      NOW, THEREFORE, in view of the foregoing premises and in consideration of
the mutual promises and covenants contained in the Agreement, Xxxxx and Centex
agree as follows:

ARTICLE 1. DEFINITIONS

      Capitalized terms used herein shall have the meaning as provided in the
Consulting Agreement, unless as otherwise set forth below.

ARTICLE 2. TERMINATION OF CONSULTING AGREEMENT

      2.1 Subject to the terms and conditions of this Agreement, as of the
Effective Date, the Parties hereby terminate the Consulting Agreement and any
and all rights, obligations or duties created thereunder. Each Party waives and
releases any and all claims that they may have against the other thereunder.

      2.2 Paragraph 2.1 notwithstanding, the Parties agree that:

      (a)   until March 31, 2007, Centex shall continue to provide Xxxxx with
            such medical and dental coverages as were being provided to Xxxxx as
            an employee of Centex at March 31, 2002. The provision of such
            coverage will continue to be subject to any changes of general
            application in the programs that provide such coverages to employees
            of Centex;

      (b)   all deferred compensation due and owing to Xxxxx as described in
            paragraphs 2(c)(iii) and 2(c)(iv) of the Consulting Agreement shall
            continue to be paid to Xxxxx in the manner described in the
            Consulting Agreement. The Parties acknowledge and agree that such
            deferred compensation has never been and is



            not now contingent in any way on Xxxxx'x continued service in any
            capacity with Centex; and

      (c)   Xxxxx'x subsisting stock option agreements remain in full force and
            effect and are not altered in any manner by the terms of this
            Agreement.

      2.3 Xxxxx hereby acknowledges that all monies due him from Centex pursuant
to paragraph 2(c)(i) of the Consulting Agreement have been paid.

      2.4 Centex hereby acknowledges that Xxxxx has fully satisfied his
non-compete obligations to Centex as described in paragraph 6 of the Consulting
Agreement.

ARTICLE 3. ENTIRE AGREEMENT

      This Agreement contains the entire agreement between the Parties hereto.
Terms of this termination are contractual and not a mere recital.

      IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly
executed as of the date first shown herein.

CENTEX CORPORATION

/s/   Xxxxxxx X. Xxxxxx

By:   Xxxxxxx X. Xxxxxx
Its:  Executive Vice President,
      Chief Legal Officer and Secretary
Date: February 25, 2004

/s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx, individually