The pact, valued at $400 million including assumed debt, callsfor Dallas-based Centex to acquire Republic for a cashconsideration equal to $17.50 per share plus a pro rata portion ofthe Premier termination fee if it is received by Republic. It alsoprovides for a $10 million break-up fee payable by Republic if itenters into a merger agreement with Centex and the deal isterminated under certain circumstances.

The Centex-Republic agreement falls on the heels of aRepublic-Premier definitive merger pact. Premier is an affiliate ofIntegrated Capital Associates Inc. of San Francisco. Premier isseeking to acquire Republic via a stockholder payout of $19 pershare. If Premier fails to complete its financing arrangements andclose the merger, Premier is to pay liquidated damages og $12million to Republic. Centex came to the table as a back-up measureafter Republic rejected its proposal and decided to initiate amerger with Premier.

"Naturally, we are disappointed that we are not the winningbidder, but we continue to have a serious interest in Republic,"says Dick Jones, Centex president and CEO.