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                                                                     EXHIBIT 4.3












                          PULTE AFFILIATES 401(k) PLAN

                As Amended and Restated Effective January 1, 2003






















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                                TABLE OF CONTENTS

PREAMBLE......................................................................1


ARTICLE I DEFINITIONS; INTERPRETATION.........................................2
1.1      Definitions..........................................................2
         (a)      Account.....................................................2
         (b)      Act.........................................................2
         (c)      Actual Contribution Ratio...................................2
         (d)      Actual Deferral Ratio.......................................2
         (e)      Administrative Parties......................................2
         (f)      Anniversary Date............................................2
         (g)      Annual Addition.............................................2
         (h)      Annuity Starting Date.......................................3
         (i)      Attained Age................................................3
         (j)      Average Contribution Percentage.............................3
         (k)      Average Deferral Percentage.................................3
         (l)      Beneficiary.................................................4
         (m)      Code........................................................4
         (n)      Committee...................................................4
         (o)      Company.....................................................4
         (p)      Company Contributions.......................................4
         (q)      Company Contribution Account................................4
         (r)      Covered Employee............................................4
         (s)      Creditable Compensation.....................................5
         (t)      Death Benefit...............................................7
         (u)      Determination Date..........................................7
         (v)      Direct Rollover.............................................7
         (w)      Discretion..................................................7
         (x)      Distributable Account.......................................7
         (y)      Distributee.................................................7
         (z)      Effective Date..............................................7
         (aa)     Elective Deferrals..........................................7
         (bb)     Elective Deferral Account...................................8
         (cc)     Eligible Retirement Plan....................................8
         (dd)     Eligible Rollover Distribution..............................8
         (ee)     Employee....................................................9
         (ff)     Employer....................................................9
         (gg)     Employer Group..............................................9
         (hh)     Entry Date..................................................9
         (ii)     Excess Contributions........................................9
         (jj)     Excess Deferrals...........................................10
         (kk)     Excess Elective Deferrals..................................10
         (ll)     FMLA.......................................................10
         (mm)     Financial Hardship.........................................11
         (nn)     Hardship Distribution......................................11



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         (oo)     Highly Compensated Employee................................11
         (pp)     Hour of Service............................................13
         (qq)     Investment Fund............................................14
         (rr)     Investment Manager.........................................14
         (ss)     Key Employee...............................................15
         (tt)     Leased Employee............................................16
         (uu)     Limitation Year............................................16
         (vv)     Matching Contributions.....................................16
         (ww)     Matching Contribution Account..............................16
         (xx)     Nonforfeitable.............................................16
         (yy)     Non-Key Employee...........................................16
         (zz)     Normal Retirement Age......................................17
         (aaa)    Normal Retirement Date.....................................17
         (bbb)    Original Effective Date....................................17
         (ccc)    Participant................................................17
         (ddd)    Participation Agreement....................................17
         (eee)    Permanent and Total Disability.............................17
         (fff)    Plan.......................................................17
         (ggg)    Plan Administrator.........................................17
         (hhh)    Plan Year..................................................17
         (iii)    Prior Plan.................................................18
         (jjj)    Prior Plan Participant.....................................18
         (kkk)    Proper.....................................................18
         (lll)    Qualified..................................................18
         (mmm)    Spouse or Surviving Spouse.................................18
         (nnn)    Termination Benefit........................................18
         (ooo)    Testing Compensation.......................................18
         (ppp)    Top Heavy..................................................18
         (qqq)    Top Heavy Contributions....................................19
         (rrr)    Total Compensation.........................................19
         (sss)    Transferred Assets.........................................20
         (ttt)    Transferred Assets Account.................................21
         (uuu)    Trust and Trust Fund.......................................21
         (vvv)    Trust Agreement............................................21
         (www)    Trustee....................................................21
         (xxx)    Valuation Date.............................................21
1.2      Compliance with the Act and the Code................................21
1.3      Governing Law and Rules of Construction.............................21
1.4      Power to Interpret..................................................22
1.5      Terminated Employees................................................22
1.6      Profit Sharing Plan.................................................22

ARTICLE II PARTICIPATION.....................................................23
2.1      Eligibility For Participation.......................................23
         (a)      General Rule...............................................23
         (b)      No Application Required....................................23
         (c)      Prior Plan Participants....................................23


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2.2      Participation Agreements............................................23
         (a)      Description................................................23
         (b)      Limits on Compensation Reduction Elections.................24
         (c)      Catch Up Contributions.....................................24
2.3      Duration of Participation; Participation After Termination
         of Employment.......................................................25
         (a)      General Rule...............................................25
         (b)      Transfer to Noncovered Status..............................25
         (c)      Participation After Termination of Employment..............25
         (d)      Effect of Military Service.................................25

ARTICLE III CONTRIBUTIONS....................................................26
3.1      Time and Amount of Company Contributions............................26
         (a)      Company Contributions......................................26
         (b)      Elective Deferrals.........................................26
         (c)      Matching Contributions.....................................26
         (d)      Deductible Limit...........................................26
         (e)      Time for Contributing Elective Deferrals...................26
         (f)      Time for Making Company Contributions (Other Than
                  Elective Deferrals)........................................26
         (g)      Form of Contributions......................................27
         (h)      No Employee Contributions..................................27
3.2      Contributions Conditioned Upon Deductibility........................27
3.3      Mistake of Fact.....................................................27
3.4      Contributions to One or More Qualified Pension or Annuity Plans.....28

ARTICLE IV ALLOCATIONS AND ACCOUNTS..........................................29
4.1      Participants' Shares of Contributions...............................29
         (a)      Allocation of Elective Deferrals...........................29
         (b)      Allocation of Matching Contributions.......................29
         (c)      Allocation of Company Contributions........................29
         (d)      Compensation Considered....................................29
4.2      Limitations on Allocations..........................................29
         (a)      Limitations on Allocations of Elective Deferrals...........29
                  (i)      Limit for Highly Compensated Employees............30
                  (ii)     Aggregation of Deferrals..........................30
                  (iii)    Treatment of Excess Elective Deferrals............31
                           (A)      Determination of Excess..................31
                           (B)      Determination of Income..................32
                                    (1) General Rule.........................32
                                    (2) For the Plan Year....................33
         (b)      Limitations on Allocations of Matching Contributions.......33
                  (i)      Limit for Highly Compensated Employees............33
                  (ii)     Aggregation of Contributions......................34
                  (iii)    Treatment of Excess Contributions.................34
                           (A)      Determination of Excess..................34
                           (B)      Correction of Excess Contributions.......36
         (c)      Order of Applying Limits...................................36
4.3      Limitations on Annual Contributions and Additions...................36

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         (a)      Maximum Annual Addition....................................36
         (b)      Treatment of Excess........................................37
         (c)      Coordination with Other Defined Contribution Plans.........37
         (d)      Compliance with Applicable Law.............................38
4.4      Periodic Adjustments to Accounts....................................38
         (a)      Distributions and Expenses.................................38
         (b)      Gains and Losses...........................................38
4.5      Expenses and Remuneration...........................................38
         (a)      Remuneration...............................................38
         (b)      Expenses...................................................39
4.6      Distributable Accounts..............................................39
         (a)      Adjustments to Distributable Accounts......................39
         (b)      Investment.................................................40
4.7      Separate Accounting.................................................40

ARTICLE V BENEFITS AND DISTRIBUTIONS.........................................41
5.1      Vesting.............................................................41
5.2      Distributions Upon Termination of Employment or Death...............41
         (a)      Termination of Employment..................................41
         (b)      Death......................................................41
5.3      Other Distributions and Payments....................................41
         (a)      Attainment of Age 59-1/2...................................41
         (b)      Hardship...................................................42
                  (i)      Amount............................................42
                  (ii)     Alternate Fund Sources Exhausted..................42
                  (iii)    Limitations on Future Deferrals...................42
         (c)      Plan Termination...........................................43
5.4      Loans to Participants...............................................43
         (a)      General Rules..............................................43
         (b)      Requirements...............................................44
                  (i)      Maximum Amount....................................44
                  (ii)     Number of Loans...................................44
                  (iii)    Minimum Loan Amount...............................44
                  (iv)     Term..............................................45
                  (v)      Interest; Security................................45
                  (vi)     Amortization......................................45
                  (vii)    Repayment.........................................45
                  (viii)   Loan Processing Fee...............................46
                  (ix)     Loan Statement....................................46
                  (x)      Effect on Investment Funds........................46
                  (xi)     Allocation of Interest............................46
                  (xii)    Effect on Distributions...........................47
                  (xiii)   Acceleration......................................47
         (c)      Transfer to Another Plan...................................47
5.5      Payment of Benefits.................................................48
         (a)      Application................................................48
         (b)      Notice.....................................................48


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         (c)      Payment of Benefits Other Than Death Benefits..............49
         (d)      Payment of Death Benefits..................................49
                  (i)      Form for Payment..................................49
                  (ii)     Time for Payment..................................49
                  (iii)    Designation of Beneficiary by Participant.........50
                  (iv)     Designation of Beneficiary by Surviving Spouse
                           or Alternate Payee................................51
         (e)      Spouse Consent.............................................52
         (f)      Required Distributions.....................................52
         (g)      Permanent Elections........................................53
         (h)      Unclaimed Benefits.........................................53
         (i)      Small Benefits.............................................53
         (j)      Deadline for Payment.......................................54
         (k)      Direct Rollovers...........................................55
5.6      Benefit Recipients..................................................55
         (a)      Distributions to Participants..............................55
         (b)      Distributions to Minors and Incompetent Individuals........55
5.7      Payment Medium......................................................56
5.8      Distribution of Excess Deferrals....................................56
         (a)      Notification to Plan Administrator.........................56
         (b)      Timing of Distribution.....................................56
5.9      Payments Pursuant to a Qualified Domestic Relations Order...........56

ARTICLE VI MINIMUM DISTRIBUTION REQUIREMENTS.................................58
6.1      Effective Date......................................................58
6.2      Precedence..........................................................58
6.3      Requirements of Treasury Regulations Incorporated...................58
6.4      TEFRA Section 242(b)(2) Elections...................................58
6.5      Time and Manner of Distribution.....................................58
         (a)      Required Beginning Date....................................58
         (b)      Death of Participant Before Distributions Begin............58
         (c)      Forms of Distribution......................................59
6.6      Required Minimum Distributions During Participant's Lifetime........60
         (a)      Amount of Required Minimum Distribution For Each
                  Distribution Calendar Year.................................60
         (b)      Lifetime Required Minimum Distributions
                  Continue Through Year of Participant's Death...............60
6.7      Required Minimum Distributions After Participant's Death............61
         (a)      Death On or After Date Distributions Begin.................61
                  (i)      Participant Survived by Designated Beneficiary....61
                  (ii)     No Designated Beneficiary.........................62
         (b)      Death Before Date Distributions Begin......................62
                  (i)      Participant Survived by Designated Beneficiary....62
                  (ii)     No Designated Beneficiary.........................62
                  (iii)    Death of Surviving Spouse Before Distributions
                           to Surviving Spouse Are Required to Begin.........62
6.8      Definitions.........................................................63
         (a)      Designated Beneficiary.....................................63


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         (b)      Distribution Calendar Year.................................63
         (c)      Life Expectancy............................................63
         (d)      Participant's Account Balance..............................63
         (e)      Required Beginning Date....................................64
6.9      Election to Apply 5-Year Rule to Distributions to
         Designated Beneficiaries............................................64

ARTICLE VII TOP HEAVY REQUIREMENTS...........................................65
7.1      Applicability.......................................................65
7.2      Determination of Top Heavy Status...................................65
         (a)      General Rule...............................................65
         (b)      Required Aggregation.......................................65
         (c)      Optional Aggregation.......................................65
         (d)      Aggregation Rule...........................................65
         (e)      Special Computation Rules..................................66
7.3      Top Heavy Restrictions..............................................68
         (a)      Minimum Required Allocation for Non-Key Employees..........68
         (b)      Adjustment for Small Contributions.........................68
         (c)      Alternative Method for Satisfying the Minimum
                  Allocation Requirement.....................................68

ARTICLE VIII TERMINATION OF EMPLOYMENT.......................................70
8.1      Dissolution.........................................................70
8.2      Termination in Other Circumstances..................................70
8.3      Temporary Absence and Military Service..............................70
         (a)      Leaves, Illness, Layoffs...................................70
         (b)      Armed Forces...............................................70
         (c)      Inactive Status............................................71
         (d)      Short Absences.............................................71
         (e)      Corrective Actions.........................................71
         (f)      Mutual Agreement...........................................71
8.4      No Longer Covered Employee..........................................71

ARTICLE IX COMMITTEE AND COMPANY.............................................72
9.1      Composition of Committee............................................72
         (a)      Appointment of Members.....................................72
         (b)      Plan Administrator.........................................72
9.2      Removal and Resignation.............................................72
9.3      Actions.............................................................72
9.4      Officers............................................................72
9.5      Duties of Employer..................................................73
         (a)      Provide Notification.......................................73
         (b)      Maintain Records...........................................73
         (c)      Furnish Information........................................73
         (d)      Furnish Lists and Data.....................................73
         (e)      Make Available Materials...................................73
9.6      Duties of Committee.................................................73
         (a)      Maintain Data..............................................74
         (b)      Make Records Available.....................................74

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         (c)      Provide Forms..............................................74
         (d)      Accept/Reject Forms........................................74
         (e)      Furnish Allocation Information.............................74
         (f)      Furnish Participant Information............................74
         (g)      Establish and Administer Investment Funds..................74
9.7      Duties of the Plan Administrator....................................74
         (a)      Establish Procedures for Benefit Claims....................75
         (b)      Establish Rules for Participation Agreements...............75
         (c)      Establish Procedures for Domestic Relations Orders.........75
9.8      Claims Procedure....................................................75
         (a)      Written Notice.............................................75
         (b)      Timing of Determination....................................75
         (c)      Appeals....................................................76
9.9      Powers..............................................................77
9.10     Discretion; Nondiscrimination.......................................77
9.11     Fiduciaries and Named Fiduciaries...................................78
         (a)      Identity...................................................78
         (b)      Responsibility.............................................78
         (c)      Prior Actions..............................................78
         (d)      Allocation of Responsibility...............................78
         (e)      Multiple Capacities........................................79
         (f)      No Relief for Fraud........................................79

ARTICLE X THE TRUSTEE AND TRUST AGREEMENT; INVESTMENTS.......................80
10.1     The Trustee.........................................................80
10.2     Form and Terms of the Trust Agreement...............................80
10.3     Fiduciary of Trust Fund.............................................80
10.4     Transfer of Investment Authority....................................80
         (a)      Transfer to Employer.......................................80
         (b)      Transfer to Investment Manager.............................81
         (c)      Transfer to Participants...................................81
10.5     Bonding.............................................................81
10.6     Investment in Employer Securities...................................81
10.7     Funding Policy......................................................82
10.8     Investment Funds....................................................82
         (a)      Participants' Interests in Investment Funds................82
         (b)      Addition or Deletion of Investment Funds...................82
         (c)      Participant Elections......................................82
         (d)      Implementation.............................................83

ARTICLE XI TERMINATION AND AMENDMENT.........................................84
11.1     Termination of Plan.................................................84
11.2     Liquidation of Plan.................................................84
11.3     Termination of Trust................................................85
11.4     Amendment...........................................................85
         (a)      No Increase in Liabilities.................................85
         (b)      Retroactivity Allowed......................................85


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         (c)      Benefits Preserved.........................................85
         (d)      Vesting Changes............................................86
                  (i)      Election..........................................86
                  (ii)     Election Period...................................86

ARTICLE XII MISCELLANEOUS....................................................87
12.1     No Reversions.......................................................87
12.2     Merger, Consolidation, Etc..........................................87
         (a)      Transfers to Other Plans...................................87
         (b)      Transfers From Other Plans.................................87
12.3     Spendthrift Provision...............................................88
         (a)      No Assignment Permitted....................................88
         (b)      Qualified Domestic Relations Orders........................88
12.4     Execution of Instruments............................................88
12.5     Company Actions.....................................................89
12.6     Successors, Etc.....................................................89
12.7     Miscellaneous Protective Provisions.................................89
12.8     Reliance............................................................90
12.9     Common Control and Successorship Situations.........................90
         (a)      Predecessor Employers......................................90
         (b)      Transfers Within Employer Group............................90
         (c)      Multiple Employers.........................................90
12.10    Indemnification by Company..........................................91
12.11    Employment Rights Not Enlarged......................................91
12.12    Correction of Errors and Recoupment.................................91
12.13    Effect of Participant's Acceptance of Payments......................91
12.14    Notification of Address.............................................91
12.15    Source of Benefit Payments..........................................92

ARTICLE XIII TRANSFERRED ASSETS..............................................93
13.1     Right to Transfer...................................................93
13.2     Accounting for Transferred Assets...................................93
13.3     Nonforfeitability of Transferred Assets.............................93
13.4     Distribution of Transferred Assets..................................93

ARTICLE XIV EXECUTION........................................................94


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                                    PREAMBLE

         DiVosta and Company, Inc. established the DiVosta and Company, Inc.
401(k) Plan, originally efffective January 1, 1998, as most recently amended and
restated effective as of January 1, 1998, as thereafter amended from time to
time (the "Plan"). DiVosta and Company, Inc., as part of this amendment and
restatement of the Plan, wishes to change the name of the Plan to the Pulte
Affiliates 401(k) Plan.

         The provisions of this amended and restated Plan are effective January
1, 2003, unless otherwise provided elsewhere in this document. Employees who
terminated their employment before the effective date of this amendment and
restatement shall, unless otherwise specified in this document, be subject to
the terms of the Plan as in effect on the date of their termination of
employment.


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                                    ARTICLE I
                           DEFINITIONS; INTERPRETATION

1.1 Definitions. The following words and phrases, wherever capitalized, shall
have the following respective meanings, unless the context otherwise requires:

         (a) "ACCOUNT" means one (1) or more accounts maintained to record the
interest of a Participant in the Plan, including the aggregate of the
Participant's Company Contribution Account, Elective Deferral Account, Matching
Contribution Account, and Transferred Assets Account, if any.

         (b) "ACT" means those provisions of the Employee Retirement Income
Security Act of 1974, as amended, not included within the Code, and any
successor laws.

         (c) "ACTUAL CONTRIBUTION RATIO" means, for any Participant, the amount
of Matching Contributions actually paid to the Plan on his behalf for the Plan
Year expressed as a percentage of his Testing Compensation for such Plan Year.

         (d) "ACTUAL DEFERRAL RATIO" means, for any Participant, the amount of
the Elective Deferrals actually contributed to the Plan on his behalf for the
Plan Year expressed as a percentage of his Testing Compensation for such Plan
Year.

         (e) "ADMINISTRATIVE PARTIES" means and includes the Employer, the
Trustee, and the Committee.

         (f) "ANNIVERSARY DATE" means the last day of December.

         (g) "ANNUAL ADDITION" means, with respect to any Participant (for any
Limitation Year), the sum of:

                  (i)      That part of any Company Contributions, Elective
                           Deferrals or Matching Contributions allocated to the
                           Participant's Account with respect to that Limitation
                           Year (provided such amount is contributed to the Plan
                           not later

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                           than thirty (30) days following the Employer's due
                           date for filing its federal income tax return for its
                           taxable year with or within that Limitation Year
                           ends.

                  (ii)     The forfeitures, if any, allocated to the
                           Participant's account under any defined contribution
                           plan maintained by the Employer Group with respect to
                           that Limitation Year.

                  (iii)    Amounts allocated after March 31, 1984, on behalf of
                           the Participant during the Limitation Year to an
                           individual medical account, within the meaning of
                           Code Section 415(l)(2), which is part of a pension or
                           annuity plan of the Employer Group.

                  (iv)     If the Participant is or ever has been a Key
                           Employee, amounts allocated after December 31, 1985,
                           to any separate account (within the meaning of Code
                           Section 419A(d)(1)) in a welfare benefit fund (within
                           the meaning of Code Section 419(e)) during the
                           Limitation Year for provision of post-retirement
                           medical benefits for the Participant.

         (h) "ANNUITY STARTING DATE" means the first day of the first period for
which an amount is payable as an annuity, or, in the case of a benefit not
payable in the form of an annuity, the first day on which all events have
occurred which entitle the Participant to that benefit.

         (i) "ATTAINED AGE" means a Participant's chronological age (not his age
on his nearest birthday).

         (j) "AVERAGE CONTRIBUTION PERCENTAGE" means, for any Plan Year, the
average of the Actual Contribution Ratios determined separately for the group of
Participants consisting of Highly Compensated Employees and for the group
consisting of Participants who are not Highly Compensated Employees.

         (k) "AVERAGE DEFERRAL PERCENTAGE" means, for any Plan Year, the average
of the Actual Deferral Ratios determined separately for the group of
Participants consisting of Highly

                                       3


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Compensated Employees and for the group consisting of Participants who are not
Highly Compensated Employees. Notwithstanding the foregoing, for the first Plan
Year of the Plan, the Average Deferral Percentage for the group of Participants
who are not Highly Compensated Employees shall be the Average Deferral
Percentage of those Participants for the first Plan Year.

         (l) "BENEFICIARY" means the person or persons designated by a
Participant in accordance with Section 5.5(d)(iii) (Designation of Beneficiary
by Participant) to receive payments under the Plan in the event of the
Participant's death, or designated by a Surviving Spouse or Alternate Payee in
accordance with Section 5.5(d)(iv) (Designation of Beneficiary by Surviving
Spouse or Alternate Payee) to receive payments under the Plan in the event of
the Surviving Spouse's or Alternate Payee's death.

         (m) "CODE" means the Internal Revenue Code of 1986, as amended, and any
successor laws.

         (n) "COMMITTEE" means the administrative committee appointed pursuant
to Section 9.1 (Composition of Committee).

         (o) "COMPANY" means the Employer and any of its subsidiaries or
affiliates, if any, which, with the approval of the Pulte Homes, Inc. Senior
Vice President -- Corporate Development, adopt the Plan.

         (p) "COMPANY CONTRIBUTIONS" means the amounts contributed to the Plan
by the Company pursuant to Section 3.1(a) (Company Contributions). As the
context may require, the term Company Contributions may also refer to any
contributions made to the Plan by the Company.

         (q) "COMPANY CONTRIBUTION ACCOUNT" means the account established for a
Participant pursuant to Section 4.1(c) (Allocation of Company Contributions) to
hold Company Contributions allocable to the Participant, as adjusted for any
earnings and losses.

         (r) "COVERED EMPLOYEE" means any Employee who is employed by DiVosta
Building Corporation who is classified by the Company as being in the Field
Group other than:

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                  (i)      An Employee who is laid off, on leave of absence or
                           on active duty in the armed forces of any nation or
                           international body (other than as a member of the
                           Armed Forces of the United States of America).

                  (ii)     An Employee who is covered by a collective bargaining
                           agreement entered into by the Company unless the
                           agreement, by specific reference to the Plan,
                           provides for coverage under the Plan, if there is
                           evidence that retirement benefits were the subject of
                           good faith bargaining.

                  (iii)    A Leased Employee.

                  (iv)     An Employee of a subsidiary or affiliate of the
                           Company which has not adopted the Plan.

                  (v)      An Employee who is a non-resident alien and received
                           no earned income (within the meaning of Code Section
                           911(d)(2)) from the Employer Group which constitutes
                           income from sources within the United States (within
                           the meaning of Code Section 861(a)(3)).

                  (vi)     Any person whose status as an Employee is the result
                           of a judicial or administrative determination.

         (s) "CREDITABLE COMPENSATION" means amounts paid to a Participant by
the Company in the Plan Year in question for services performed, and which
includes all wages, salaries, fees for professional services and other amounts
for personal services actually rendered in the course of employment with the
Company (including, but not limited to, commissions, tips, bonuses, fringe
benefits, and reimbursements or other expense allowances under a nonaccountable
plan (as described in Treas. Reg. Section 1.62-2(c)), plus amounts described in
Code Sections 104(a)(3), 105(a) and 105(h), to the extent includible in gross
income, amounts paid or reimbursed by the Employer for moving expenses (to the
extent not deductible by the Employee under Code Section 217), the value of any
non-qualified stock option to the extent includible in gross income, and amounts
includible in gross income as a result of making an election under Code Section
83(b), plus elective contributions to any Qualified plan, cafeteria plan, 403(b)
annuity plan or other plan of the Employer Group on behalf of the Participant
which

                                       5

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are not includible in income under Code Sections 125 (elective contributions
under Code Section 125 include any amounts not available to the Employee in cash
in lieu of group health coverage because the Employee is unable to certify that
he has other health coverage; provided, however, that the Company does not
request or collect information regarding the Employee's other health coverage as
part of the enrollment process for the Section 125 health plan), 132(f)(4),
402(g)(3), 414(h)(2), or 457(b), and excluding all of the following, even if
includible in gross income:

                  (i)      Reimbursements or other expense allowances.

                  (ii)     Fringe benefits (cash and noncash).

                  (iii)    Moving expenses.

                  (iv)     Deferred compensation.

                  (v)      Welfare benefits.

                  (vi)     Amounts realized from the exercise of a non-qualified
                           stock option, or when restricted stock (or property)
                           held by the Employee becomes freely transferable or
                           is no longer subject to a substantial risk of
                           forfeiture.

                  (vii)    Amounts realized from the sale, exchange or other
                           disposition of stock acquired under a qualified stock
                           option.

                  (viii)   Amounts which receive special tax benefits, such as
                           premiums for group term life insurance (to the extent
                           not includible in gross income) or contributions made
                           toward the purchase of an annuity contract described
                           in Code Section 403(b).

                  (ix)     The Company's contributions to any pension, profit
                           sharing or other plan of deferred compensation (as
                           described in Treas. Reg. Section 1.415-2(d)(3)(i)) to
                           the extent such contributions are not includible in
                           the Employee's gross income for the taxable year in
                           which contributed.

                                       6

<PAGE>



Creditable Compensation taken into account for any Plan Year shall be limited to
the amount set forth in Code Section 401(a)(17) (Two Hundred Thousand Dollars
($200,000), or such other amount as may be established by the Commissioner of
Internal Revenue as a result of adjustments to account for the cost of living in
accordance with Code Section 401(a)(17)(B)). The cost-of-living adjustment in
effect for a calendar year applies to any period, not exceeding twelve (12)
months, over which Creditable Compensation is determined (the "Determination
Period") beginning in such calendar year. If a Determination Period consists of
fewer than twelve (12) months, the limit will be multiplied by a fraction, the
numerator of which is the number of months in the Determination Period, and the
denominator of which is twelve (12).

         (t) "DEATH BENEFIT" means the benefit payable on the death of the
Participant pursuant to Section 5.5(d) (Payment of Death Benefits).

         (u) "DETERMINATION DATE" means, for any Plan Year, the last day of the
preceding Plan Year.

         (v) "DIRECT ROLLOVER" means a payment by the Plan to the Eligible
Retirement Plan specified by the Distributee.

         (w) "DISCRETION" means sole, absolute and uncontrolled discretion.

         (x) "DISTRIBUTABLE ACCOUNT" means an Account which has become fixed,
vested, and set apart pursuant to Section 4.6 (Distributable Accounts),
regardless of whether the assets of the Account are commingled with any other
Account.

         (y) "DISTRIBUTEE" means a Participant or former Participant, a
Surviving Spouse, or a Spouse or former Spouse who is an alternate payee under a
qualified domestic relations order, as defined in Code Section 414(p).

         (z) "EFFECTIVE DATE" means January 1, 2003.

         (aa) "ELECTIVE DEFERRALS" means Company Contributions described in
Section 3.1(b) (Elective Deferrals) made to the Plan pursuant to a Participant's
Participation Agreement.


                                        7

<PAGE>


         (bb) "ELECTIVE DEFERRAL ACCOUNT" means the account established for a
Participant pursuant to Section 4.1(a) (Allocation of Elective Deferrals) to
hold Elective Deferrals made to the Plan on his behalf, as adjusted for any
earnings and losses.

         (cc) "ELIGIBLE RETIREMENT PLAN" means, in the case of a Distributee,
including a Surviving Spouse, an individual retirement account described in Code
Section 408(a), an individual retirement annuity described in Code Section
408(b), an annuity plan described in Code Section Code 403(a), an annuity
contract described in Code Section 403(b), an eligible plan under Code Section
457(b) which is maintained by a state, political subdivision of a state, or any
agency or instrumentality of a state or political subdivision of a state and
which agrees to separately account for amounts transferred into such plan from
this Plan, or a Qualified plan that accepts the Distributee's Eligible Rollover
Distribution.

         (dd) "ELIGIBLE ROLLOVER DISTRIBUTION" means any distribution of all or
any portion of the balance to the credit of a Distributee, except the following:

                  (i)      Any distribution that is one of a series of
                           substantially equal periodic payments (paid not less
                           frequently than annually) made for the life (or life
                           expectancy) of the Distributee or the joint lives (or
                           joint life expectancies) of the Distributee and the
                           Distributee's designated Beneficiary.

                  (ii)     Any distribution that is one of a series of
                           distributions paid to the Distributee and his
                           designated Beneficiary over a specified period of ten
                           (10) years or more.

                  (iii)    Any distribution to the extent such distribution is
                           required under Code Section 401(a)(9).

                  (iv)     The portion of any distribution that is not
                           includible in gross income (determined without regard
                           to the exclusion for net unrealized appreciation with
                           respect to employer securities).

                  (v)      Any distribution which is a Hardship Distribution
                           that includes amounts attributable to Elective
                           Deferrals.


                                       8

<PAGE>



         (ee) "EMPLOYEE" means a person who receives Total Compensation, within
the meaning of Section 1.1(rrr) (Total Compensation), including any Leased
Employee, but excluding any person who is an independent contractor.

         (ff) "EMPLOYER" means DiVosta and Company, Inc.

         (gg) "EMPLOYER GROUP" means the Employer and any subsidiary or
affiliated entity which, with the Employer, constitutes a controlled group of
corporations or other entities or an affiliated service group within the meaning
of Code Sections 414(b), (c), (m), or (o). For purposes of Section 4.3
(Limitations on Annual Contributions and Additions), the definition of Employer
Group shall be modified as required by Code Section 415(h).

         (hh) "ENTRY DATE" means the first day of each month occurring on or
after the Effective Date.

         (ii) "EXCESS CONTRIBUTIONS" means the sum, for all affected Highly
Compensated Employees, of the amounts, determined for each Highly Compensated
Employee, in accordance with the following procedure:

                  (i)      Determine the amount, if any, (expressed as a
                           percentage of the relevant Participant's Testing
                           Compensation) by which the Actual Contribution Ratio
                           of the Highly Compensated Employee with the highest
                           Actual Contribution Ratio would have to be reduced to
                           satisfy the limit under Section 4.2(b)(i) (Limit for
                           Highly Compensated Employees), or, if less, the
                           amount (expressed as a percentage of the relevant
                           Participant's Testing Compensation) which would cause
                           such Actual Contribution Ratio to equal the Actual
                           Contribution Ratio of the Highly Compensated Employee
                           with the next highest Actual Contribution Ratio.

                  (ii)     Repeat the procedure in (i) above for each Highly
                           Compensated Employee until the limit under Section
                           4.2(b)(i) (Limit for Highly Compensated Employees)
                           would be satisfied.

                                       9

<PAGE>



                  (iii)    Multiply the percentage determined for each Highly
                           Compensated Employee under (i) and (ii) by the
                           relevant Participant's Testing Compensation.

         (jj) "EXCESS DEFERRALS" means any elective contributions made by a
Participant during a calendar year in excess of Twelve Thousand Dollars
($12,000), as adjusted for cost of living by the Secretary of the Treasury
pursuant to Code Section 402(g) and as modified by Code Section 414(v) (which
constitute excess deferrals within the meaning of Code Section 402(g)(2)).

         (kk) "EXCESS ELECTIVE DEFERRALS" means the sum, for all affected Highly
Compensated Employees, of the amounts, determined for each Highly Compensated
Employee, in accordance with the following procedure:

                  (i)      Determine the amount, if any, (expressed as a
                           percentage of the relevant Participant's Testing
                           Compensation) by which the Actual Deferral Ratio of
                           the Highly Compensated Employee with the highest
                           Actual Deferral Ratio would have to be reduced to
                           satisfy the limit under Section 4.2(a)(i) (Limit for
                           Highly Compensated Employees), or, if less, the
                           amount (expressed as a percentage of the relevant
                           Participant's Testing Compensation) which would cause
                           such Actual Deferral Ratio to equal the Actual
                           Deferral Ratio of the Highly Compensated Employee
                           with the next highest Actual Deferral Ratio.

                  (ii)     Repeat the procedure in (i) above for each Highly
                           Compensated Employee until the limit under Section
                           4.2(a)(i) (Limit for Highly Compensated Employees)
                           would be satisfied.

                  (iii)    Multiply the percentage determined for each Highly
                           Compensated Employee under (i) and (ii) by the
                           relevant Participant's Testing Compensation.

         (ll) "FMLA" means the Family and Medical Leave Act of 1993, as amended.


                                       10

<PAGE>


         (mm) "FINANCIAL HARDSHIP" shall mean an immediate and heavy financial
need, as determined by the Plan Administrator, which the Participant represents
to the Plan Administrator has arisen because the Participant has experienced one
(1) or more of the following circumstances:

                  (i)      Unreimbursed expenses for medical care (as defined in
                           Code Section 213(d)) incurred by the Participant or
                           by the Participant's Spouse or dependents (as defined
                           in Code Section 152) or necessary for these persons
                           to obtain medical care described in Code Section
                           213(d);

                  (ii)     Costs directly related to the purchase (excluding
                           mortgage payments) of the Participant's principal
                           residence;

                  (iii)    Payment of tuition, related educational fees, or room
                           and board for the next twelve (12) months of
                           post-secondary education for the Participant or for
                           the Participant's Spouse, children or dependents (as
                           defined in Code Section 152);

                  (iv)     Payments necessary to prevent the Participant's
                           eviction from his principal residence or foreclosure
                           of the mortgage on that residence;

                  (v)      Such other circumstances as may from time to time be
                           deemed to constitute financial hardship by the
                           Commissioner of the Internal Revenue Service.

         (nn) "HARDSHIP DISTRIBUTION" means an amount payable from the Plan
under Section 5.3(b) (Hardship) on account of a Financial Hardship.

         (oo) "HIGHLY COMPENSATED EMPLOYEE" means any Employee who:

                  (i)      Owned at any time in the current or preceding Plan
                           Year more than five percent (5%) of the outstanding
                           stock of the Company or stock which has more than
                           five percent (5%) of the total combined voting power
                           of all stock of the Company; or


                                       11

<PAGE>


                  (ii)     Received Total Compensation for the preceding Plan
                           Year Ninety Thousand Dollars ($90,000) and who, for
                           such preceding calendar year, was in the top
                           one-fifth (1/5) of all Employees, when ranked on the
                           basis of Total Compensation.

         In determining the identity of Highly Compensated Employees, the
following additional rules shall apply:

                  (iii)    The dollar threshold set forth in subparagraph (ii)
                           shall be increased to reflect any cost of living
                           adjustments implemented by the Secretary of the
                           Treasury pursuant to Code Section 415(d) . The
                           applicable dollar amount shall be the dollar amount
                           for the calendar year in which the relevant Plan Year
                           begins.

                  (iv)     Former Employees who were Highly Compensated
                           Employees either when they separated from service (or
                           have a deemed separation within the meaning of
                           regulations promulgated under Code Section 414(q) )
                           or at any time after reaching an Attained Age of
                           fifty-five (55) shall always be considered Highly
                           Compensated Employees. Highly Compensated former
                           Employees shall not be included for the purpose of
                           determining the number of Employees in the top
                           one-fifth (1/5) group, pursuant to subparagraph (ii).

                  (v)      For purposes of determining the number of Employees
                           in the top one-fifth (1/5) of all Employees under
                           subparagraph (ii), the following Employees shall not
                           be considered:

                           (A)      Non-resident aliens with no United States
                                    source income.

                           (B)      Employees who have not completed six (6)
                                    months of service by the end of the Plan
                                    Year.

                           These Employees shall nevertheless be considered in
                           determining the identity of the Highly Compensated
                           Employees.


                                       12

<PAGE>



                  (vi)     Leased Employees who are covered by a "safe harbor"
                           plan and who are not participants in any Qualified
                           plan of the Employer Group shall be included as
                           Employees for purposes of subparagraph (ii).

         (pp) "HOUR OF SERVICE" means:

                  (i)      The total of paragraphs (A), (B), and (C), as
                           follows:

                           (A)      Each hour for which an Employee is paid, or
                                    entitled to payment, by the Company for the
                                    performance of duties. Those hours shall be
                                    credited during the calendar year in which
                                    the duties were performed.

                           (B)      Each hour for which back pay, irrespective
                                    of mitigation of damages, has been either
                                    awarded or agreed to by the Company. Those
                                    hours shall be credited to the Plan Year to
                                    which the award or agreement pertains;
                                    provided, however, that an Employee shall
                                    not be credited with more than one (1) Hour
                                    of Service under Section 1.1(pp)(i)(A) or
                                    Section (l.l)(pp)(i)(C) and this Section
                                    1.1(pp)(i)(B) with respect to the same hour
                                    nor shall an Employee be credited with more
                                    than five hundred one (501) Hours of Service
                                    under this Section 1.1(pp)(i)(B) on account
                                    of any single continuous period during which
                                    the Employee did not or would not have
                                    performed duties for the Company (whether or
                                    not the period occurs in a single Plan
                                    Year).

                           (C)      Each hour for which an Employee is directly
                                    or indirectly paid, or entitled to payment,
                                    by the Company for reasons (such as
                                    vacation, sickness or disability) other than
                                    for the performance of duties (irrespective
                                    of whether the employment relationship with
                                    the Company has terminated). These hours
                                    shall be credited in the calendar year in
                                    which payment is actually made or amounts
                                    payable become due, whichever is earlier,
                                    provided, however, that


                                       13

<PAGE>



                                    an Employee shall not be credited with more
                                    than five hundred one (501) Hours of Service
                                    under this Section 1.1(pp)(i)(C) on account
                                    of any single continuous period during which
                                    the Employee performs no duties for the
                                    Company (whether or not such period occurs
                                    in a single calendar year.

                           Hours under this Section 1.1(pp)(i) shall be
                           calculated and credited pursuant to Sections
                           2530.200b-2(b) and (c) of the Department of Labor
                           Regulations, which are incorporated herein by this
                           reference.

                  (ii)     Service with any member of the Employer Group shall
                           be treated as Hours of Service to the extent provided
                           in Section 11.9(b) (Transfers Within Employer Group).

                  (iii)    An Employee, other than an Employee classified by the
                           Company as an hourly employee, shall be credited with
                           forty-five (45) Hours of Service for each week in
                           which the Employee has one (1) or more Hours of
                           Service. If the week in which the Employee has one
                           (1) or more Hours of Service extends into more than
                           one (1) Plan Year, the forty-five (45) Hours of
                           Service shall be allocated between the Plan Years on
                           a pro rata basis.

         (qq) "INVESTMENT FUND" means one or more funds, comprising the Trust
Fund, in which Plan assets may be invested. Investment Funds may include such
funds as may be established from time to time by the Committee in its
Discretion.

         (rr) "INVESTMENT MANAGER" means a person, firm or entity which:

                  (i)      Is either (A) registered as an investment adviser
                           under the Investment Advisers Act of 1940, (B) a
                           bank, as defined in the Investment Advisers Act of
                           1940, or (C) an insurance company qualified to
                           manage, acquire and dispose of the assets of
                           Qualified plans under the laws of more than one (1)
                           state,

                                       14

<PAGE>



                  (ii)     Has acknowledged in writing that it is a fiduciary
                           with respect to the Plan, and

                  (iii)    Has been granted the authority and duty to direct the
                           investment of all or part of the Trust Fund pursuant
                           to Section 10.4 (Transfer of Investment Authority).

         (ss) "KEY EMPLOYEE" means any individual described in (i) or (ii)
below:

                  (i)      Any Employee or former Employee (including any
                           deceased Employee) who, at any time during the Plan
                           Year containing the Determination Date, was:

                           (A)      An officer of the Company or any member of
                                    the Employer Group whose annual Total
                                    Compensation is greater than One Hundred
                                    Thirty Thousand Dollars ($130,000), as
                                    adjusted pursuant to Code Section 416(i)(1);
                                    or

                           (B)      A person owning more than five percent (5%)
                                    of the outstanding stock of the Company or
                                    stock which has more than five percent (5%)
                                    of the combined voting power of all stock of
                                    the Company; or

                           (C)      A person owning more than one percent (1%)
                                    of the outstanding stock of the Company or
                                    stock which has more than one percent (1%)
                                    of the combined voting power of all stock of
                                    the Company and whose annual Total
                                    Compensation from the Employer Group is more
                                    than One Hundred Fifty Thousand Dollars
                                    ($150,000).

                           For purposes of determining ownership under
                           paragraphs (B) and (C) above, the constructive
                           ownership provisions of Code Section 318 shall apply,
                           except that (I) five percent (5%) or one percent
                           (1%), as the case may be, shall be substituted for
                           fifty percent (50%) in Code Section 318(a)(2), and
                           (II) the rules of Code Sections 414(b), (c) and (m)


                                       15

<PAGE>


                           shall not apply. The dollar amount referred to in
                           paragraph (A) above shall be adjusted as described in
                           Code Section 415(d).

                  (ii)     The Beneficiary of a person described in (i).

         (tt) "LEASED EMPLOYEE" means a person who is not an employee of the
recipient, but who provides services to the Employer Group which are pursuant to
an agreement between a member of the Employer Group and a leasing organization
or between a member of the Employer Group and another person, the services are
performed under the primary direction or control of a member of the Employer
Group, and the person has performed the services for the Employer Group on a
substantially full-time basis for a period of at least one (1) year. A person
who would otherwise be treated as a Leased Employee pursuant to this Section
1.1(tt) shall not be so treated if the person is covered by a Qualified plan
maintained by the leasing organization which is a nonintegrated money purchase
pension plan with at least a ten percent (10%) employer contribution rate, and
which provides for full and immediate vesting and immediate participation;
provided, however, that this sentence shall not apply if Leased Employees
comprise more than twenty percent (20%) of the Employer Group's Employees who
are not Highly Compensated Employees.

         (uu) "LIMITATION YEAR" means the Plan Year.

         (vv) "MATCHING CONTRIBUTIONS" means Company contributions described in
Section 3.1(c) (Matching Contributions) which are based on a Participant's
Elective Deferrals.

         (ww) "MATCHING CONTRIBUTION ACCOUNT" means the account established for
a Participant pursuant to Section 4.1(b) (Allocation of Matching Contributions)
to hold Matching Contributions made to the Plan on behalf of the Participant, as
adjusted for any earnings and losses.

         (xx) "NONFORFEITABLE," when used with respect to a benefit or right
under this Plan, means vested and unconditional.

         (yy) "NON-KEY EMPLOYEE" means:



                                       16

<PAGE>


                  (i)      a Participant or former Participant who is not and
                           has never been a Key Employee; and

                  (ii)     the Beneficiary of a person described in (i).

         (zz) "NORMAL RETIREMENT AGE" means the date a Participant reaches an
Attained Age of sixty-five (65).

         (aaa) "NORMAL RETIREMENT DATE" means the date the Participant reaches
his Normal Retirement Age.

         (bbb) "ORIGINAL EFFECTIVE DATE" means the date on which Prior Plan was
originally established, which is January 1, 1998.

         (ccc) "PARTICIPANT" means a Covered Employee who is eligible, and has
qualified, to participate in the Plan in accordance with Article II
(Participation).

         (ddd) "PARTICIPATION AGREEMENT" means the agreement, whether written or
registered via telephonic, electronic, or by other methods approved by the Plan
Administrator in its Discretion, by which a Participant agrees to reduce his
Creditable Compensation as described in Section 2.2 (Participation Agreements).

         (eee) "PERMANENT AND TOTAL DISABILITY" means a physical or mental
condition of a Participant, either occupational or nonoccupational in cause, on
account of which he is determined to be eligible for disability benefits under
the federal Social Security Act.

         (fff) "PLAN" means the Pulte Affiliates 401(k) Plan as herein set forth
or as from time to time amended.

         (ggg) "PLAN ADMINISTRATOR" means the Committee or such other person as
may be designated in Section 9.1(b) (Plan Administrator) to perform the
functions of a plan administrator as described in Section 3(16)(A) of the Act.

         (hhh) "PLAN YEAR" means the twelve (12) consecutive month period
beginning on each January 1 and ending on the following December 31.


                                       17

<PAGE>



         (iii) "PRIOR PLAN" means the DiVosta and Company, Inc. 401(k) Plan as
in effect from January 1, through December 31, 2002, and any predecessor
retirement plan superseded thereby.

         (jjj) "PRIOR PLAN PARTICIPANT" means any Employee who was a participant
under the Prior Plan as of December 31, 2002.

         (kkk) "PROPER" means necessary, advisable, desirable, expedient or
convenient.

         (lll) "QUALIFIED," where used with reference to a plan or trust, has
the same meaning as in Code Section 401(a), and when used with reference to an
annuity plan, means a plan which meets the requirements of Code Section
404(a)(2).

         (mmm) "SPOUSE" or "SURVIVING SPOUSE" means the person legally married
to the Participant on the Annuity Starting Date. For purposes of determining
benefit recipients upon the death of the Participant, the Surviving Spouse shall
be the person to whom the Participant is legally married on the date of the
Participant's death. A former spouse shall be considered a Spouse to the extent
specified in a domestic relations order determined to be qualified pursuant to
Section 12.3(b) (Qualified Domestic Relations Orders).

         (nnn) "TERMINATION BENEFIT" means the benefit payable to a Participant
as a result of his termination of employment with the Company, as described in
Section 5.2(a) (Termination of Employment).

         (ooo) "TESTING COMPENSATION" means compensation, as defined in any
manner permitted by Code Section 414(s) and regulations promulgated thereunder,
including Treas. Reg. Section 1.414(s)-1, other than "rate of compensation" as
defined in Treas. Reg. Section 1.414(s)-1(e), paid during the Plan Year by the
Employer or by any member of the Employer Group to a Participant, while he is a
Participant, for services actually performed. Compensation taken into account
shall be limited as described in Code Section 401(a)(17), as adjusted for the
cost of living by the Secretary of the Treasury.

         (ppp) "TOP HEAVY" describes the Plan if it meets the conditions
described in Section 7.2 (Determination of Top Heavy Status).

                                       18


<PAGE>


         (qqq) "TOP HEAVY CONTRIBUTIONS" means those contributions required to
be made to the Plan by the Company pursuant to Section 7.3(a) (Minimum Required
Allocation for Non-Key Employees), if any.

         (rrr) "TOTAL COMPENSATION" means all amounts paid during the Limitation
Year or other relevant period to an individual by any member of the Employer
Group for services actually performed which includes all wages, salaries, fees
for professional services and other amounts for personal services actually
rendered in the course of employment with any member of the Employer Group
(including, but not limited to, commissions, tips, bonuses, fringe benefits, and
reimbursements or other expense allowances under a nonaccountable plan (as
described in Treas. Reg. Section 1.62-2) plus amounts described in Code Sections
104(a)(3), 105(a) and 105(h), to the extent includible in gross income, amounts
paid or reimbursed by any member of the Employer Group for moving expenses (to
the extent not deductible by the individual under Code Section 217), the value
of any non-qualified stock option to the extent includible in gross income, and
amounts includible in gross income as a result of making an election under Code
Section 83(b), plus any amounts that would otherwise be excluded from gross
income by reason of the application of Code Section 125 (elective contributions
under Code Section 125 include any amounts not available to the Employee in cash
in lieu of group health coverage because the Employee is unable to certify that
he has other health coverage; provided, however, that the Company does not
request or collect information regarding the Employee's other health coverage as
part of the enrollment process for the Section 125 health plan), or Code
Sections 132(f)(4), 402(g)(3), 402(h)(1)(B), and 457, but excluding:

                  (i)      contributions made by any member of the Employer
                           Group to a plan of deferred compensation to the
                           extent that, before the application of the limits of
                           Code Section 415, the contributions are not
                           includible in the gross income of the individual for
                           the taxable year in which contributed;

                  (ii)     contributions made by any member of the Employer
                           Group to a plan of deferred compensation to the
                           extent that all or a portion of them are
                           recharacterized as voluntary employee contributions;

                                       19

<PAGE>



                  (iii)    contributions made by any member of the Employer
                           Group on behalf of the individual to a simplified
                           employee pension plan described in Code Section
                           408(k) to the extent the contributions are excludable
                           from the individual's gross income;

                  (iv)     distributions from a plan of deferred compensation
                           maintained by any member of the Employer Group
                           regardless of whether the amounts are includible in
                           the gross income of the individual when distributed
                           (except amounts received pursuant to an unfunded
                           non-Qualified plan to the extent the amounts are
                           includible in the gross income of the individual);

                  (v)      amounts realized from the exercise of a non-qualified
                           stock option or when restricted stock (or property)
                           held by the individual either becomes freely
                           transferable or is no longer subject to a substantial
                           risk of forfeiture;

                  (vi)     amounts realized from the sale, exchange or other
                           disposition of stock acquired under a qualified stock
                           option; and

                  (vii)    other amounts which receive special tax benefits,
                           such as premiums for group term life insurance (but
                           only to the extent that the premiums are not
                           includible in the gross income of the individual), or
                           contributions made by any member of the Employer
                           Group (whether or not under a salary reduction
                           agreement) towards the purchase of any annuity
                           contract described in Code Section 403(b) (whether or
                           not the contributions are excludable from the gross
                           income of the individual).

         (sss) "TRANSFERRED ASSETS" means those funds which constitute an
Eligible Rollover Distribution (excluding any after-tax contributions)
transferred from another Qualified plan to this Plan by the other Qualified plan
on behalf of a Participant or Covered Employee; or distributed from another
Qualified plan to a Participant or Covered Employee and transferred by the
Participant or Covered Employee to this Plan (excluding any after-tax
contributions); or distributed from another Qualified plan to a Participant or
Covered Employee and transferred by the Participant or Covered Employee to an
individual retirement account or individual retirement annuity (within the
meaning of Code Section 408) and then to this Plan (excluding any after-tax
contributions), provided the Participant or Covered Employee has not made any
contributions to such individual retirement account or individual retirement

                                       20


<PAGE>


annuity and such individual retirement account or individual retirement annuity
otherwise consists only of Eligible Rollover Contributions. Transferred Assets
shall also include an Eligible Rollover Distribution from an annuity contract
described in Code Section 403(b) (including any after-tax contributions) or an
eligible plan under Code Section 457(b) which is maintained by a state,
political subdivision of a state, or any agency or instrumentality of a state or
political subdivision of a state.

         (ttt) "TRANSFERRED ASSETS ACCOUNT" means the account established for a
Participant or Covered Employee pursuant to Section 13.1 (Right to Transfer) to
hold Transferred Assets received by the Plan on his behalf, as adjusted for any
earnings and losses.

         (uuu) "TRUST" and "TRUST FUND" mean the trust and trust fund
established pursuant to the Plan as a medium for funding the Plan.

         (vvv) "TRUST AGREEMENT" means the agreement entered into between the
Employer and the Trustee which governs the management and control of Plan
assets.

         (www) "TRUSTEE" means one (1) or more individuals or corporations
(including banks or trust companies) designated by the Employer to be the
Trustee for the Trust and Trust Fund.

         (xxx) "VALUATION DATE" means the date on which the value of Plan assets
is determined and includes each Anniversary Date and any other appraisal dates
that may be designated by the Plan Administrator as well as each business day on
which both the Trustee and the New York Stock Exchange are open for regular and
ordinary course business.

1.2 Compliance with the Act and the Code. This Plan shall be interpreted and
effectuated to comply with the applicable requirements of the Act and the Code.
Accordingly, the Plan shall be operated so as not to discriminate in favor of
Highly Compensated Employees in the provision of benefits or contributions.

1.3 Governing Law and Rules of Construction. This Plan shall be governed in all
respects, whether as to construction, capacity, validity, performance or
otherwise, by the laws of the


                                       21

<PAGE>


United States and, to the extent not superseded by the laws of the United
States, by the laws of the State of Michigan. Wherever reasonably necessary,
pronouns of any gender shall be deemed synonymous, as shall singular and plural
pronouns. The Table of Contents of the Plan and the headings to the Articles and
Sections of the Plan are included solely for convenience and shall in no event
affect, or be used in connection with, the interpretation of the Plan. Each
provision of the Plan shall be treated as severable and if any provision is
declared illegal, invalid or unenforceable, the Plan shall be interpreted, and
shall remain in full force and effect, as though that provision had never been
contained in this Plan.

1.4 Power to Interpret. Subject to Section 1.2 (Compliance with the Act and the
Code) and in addition to the obligations imposed on it under Section 9.10
(Discretion; Nondiscrimination) and elsewhere in the Plan, the Plan
Administrator shall have the power and Discretion to construe this Plan, to
determine entitlement to benefits, to correct any defect, supply any omission,
or reconcile any inconsistencies in the manner and to the extent the Plan
Administrator considers Proper to carry the Plan into effect.

1.5 Terminated Employees. The provisions of the Plan shall not apply to
Employees who participated under the Prior Plan and whose employment with the
Company terminated before the Effective Date (except as provided in Sections 2.3
(Duration of Participation; Participation After Termination of Employment) and
8.4 (No Longer Covered Employee)). The benefits for such former Employees shall
instead be determined pursuant to the terms of the Plan as in effect at the time
of their severance from employment with the Employer Group.

1.6 Profit Sharing Plan. This Plan is intended to be a profit sharing plan and,
specifically, not a plan to which Code Section 412 applies. This Plan also
contains cash or deferred features and is intended to comply with the provisions
of Code Section 401(k).


                                       22

<PAGE>


                                   ARTICLE II
                                  PARTICIPATION


2.1      Eligibility For Participation.

         (a) General Rule. Any Covered Employee who has completed six (6) months
of service or more following the date on which he first performed an Hour of
Service (determined without regard to any interruptions in the employment of the
Covered Employee by the Company occurring during the twelve (12) consecutive
month period beginning with the date on which he first performed an Hour of
Service) shall be eligible to become a Participant as of the Entry Date
coincident with or next succeeding the date on which the condition is fulfilled,
if he is a Covered Employee on that Entry Date. An Employee who has fulfilled
the eligibility conditions of this Section 2.1(a), but who is not a Covered
Employee on the date he would otherwise become a Participant, shall become a
Participant on the date he becomes a Covered Employee.

         (b) No Application Required. An eligible Covered Employee shall
automatically become a Participant without filing an application or notice with
the Plan Administrator.

         (c) Prior Plan Participants. Notwithstanding the foregoing provisions
of this Section 2.1, any Covered Employee who was a Prior Plan Participant or
would have been eligible to participate in the Prior Plan as of December 31,
2002, shall be eligible to participate in the Plan as of the Effective Date.

2.2 Participation Agreements. A Participant shall not be entitled to receive an
allocation of Elective Deferrals until and unless he shall have filed with the
Plan Administrator a Participation Agreement. All amounts described in this
Section 2.2 are Elective Deferrals.

         (a) Description. A Participant's initial Participation Agreement shall
be effective on his initial date of participation or, if later, the at any time
(or such other date or dates as the Plan Administrator in its Discretion may
determine) on or after thirty (30) days (or such other period as the Plan


                                       23

<PAGE>


Administrator in its Discretion may determine) after the Plan Administrator or
its delegee receives an enforceable Participation Agreement. An amendment of a
Participation Agreement shall be effective on the monthly date (or such other
date or dates as the Plan Administrator in its Discretion may determine) on or
after thirty (30) days (or such other period as the Plan Administrator in its
Discretion may determine) after the Plan Administrator or its delegee receives
the amended agreement. A Participation Agreement may be revoked at any time,
effective as of the beginning of the payroll period after the Plan Administrator
or its delegee receives a signed revocation. After a revocation, a new
Participation Agreement shall be effective no earlier than the after the date on
which the revocation is effective (or such other date as the Plan Administrator
in its Discretion may determine). A Participation Agreement shall apply to all
amounts received each pay period and shall remain in effect until revoked or
amended.

         (b) Limits on Compensation Reduction Elections. Except as provided in
Section 2.2(c) (Catch Up Contributions), a Participant's election to reduce his
Creditable Compensation pursuant to a Participation Agreement may be made in one
percent (1%) increments (or such other increments as the Plan Administrator, in
its Discretion, may permit) up to a maximum of twenty percent (20%) of
Creditable Compensation, but not to exceed Twelve Thousand Dollars ($12,000) (or
such greater amount as may be permitted under Code Section 402(g) as a result of
adjustments made by the Secretary of the Treasury for the cost of living) in any
calendar year. The Twelve Thousand Dollars ($12,000) limitation set forth in the
preceding sentence shall apply to all elective deferrals, within the meaning of
Code Section 402(g)(3), made to all plans of the Employer Group in which such
elective deferrals are permitted. An election must be made before the amount
becomes currently available to the Participant.

         (c) Catch Up Contributions. Notwithstanding the limitations described
in Section 2.2(b) (Limits on Compensation Reduction Elections), a Participant
who will have reached an Attained Age of at least fifty (50) by the end of any
Plan Year beginning after December 31, 2002, may elect to increase his Elective
Deferrals as permitted by Code Section 414(v) (by Two Thousand Dollars ($2,000)
for 2003, and thereafter as adjusted as described in Code Section 414(v) ("Catch
Up Contributions")). Elective Deferrals may be considered Catch Up Contributions
only to the extent they exceed Code limitations (as permitted by Code Section
414(v)) or limitations under any other provisions of this Plan on amounts
permitted to be electively deferred.


                                       24

<PAGE>


2.3  Duration of Participation; Participation After Termination of Employment.

         (a) General Rule. A Covered Employee who becomes a Participant shall
continue to be a Participant through the date on which his employment with the
Employer Group terminates for any reason; provided, however, that, to the extent
required by the Code or the Act, he shall be considered a Participant until the
date he is no longer entitled to receive any benefits from the Plan.

         (b) Transfer to Noncovered Status. A Participant who is transferred to
employment with the Employer Group such that he is no longer a Covered Employee
shall not, for such period that he is not a Covered Employee, be entitled to
reduce his Creditable Compensation pursuant to Section 2.2 (Participation
Agreements), shall not, after the Plan Year in which such transfer occurs, be
considered for purposes of performing the testing described in Section 4.2
(Limitations on Allocations), and shall not be entitled to an allocation under
Section 4.1 (Participants' Shares of Contributions).

         (c) Participation After Termination of Employment. A former Participant
whose employment with the Employer Group has terminated or whose employment is
deemed to have terminated, and who is later reemployed by the Employer Group,
shall again become eligible to participate in the Plan as of the date on which
he again performs an Hour of Service as a Covered Employee.

         (d) Effect of Military Service. Effective December 12, 1994,
notwithstanding any provision of this Plan to the contrary, contributions,
benefits and service credit with respect to qualified military service will be
provided in accordance with Code Section 414(u).


                                       25

<PAGE>





                                   ARTICLE III
                                  CONTRIBUTIONS

3.1 Time and Amount of Company Contributions. So long as the Plan is in effect
but subject to Article XI (Termination and Amendment) the Company shall, for
each Plan Year, contribute to the Plan as follows:

         (a) Company Contributions. The Company shall contribute to the Plan all
required Top Heavy Contributions.

         (b) Elective Deferrals. The Company shall contribute to the Plan an
amount equal to the aggregate Elective Deferrals of Participants for the Plan
Year.

         (c) Matching Contributions. The Company may contribute to the Plan an
amount, based on the Elective Deferrals of each Participant during each payroll
period. Such amount shall be determined by the Company each year and shall be
expressed as a specific percentage of each Participant's Elective Deferrals or
as a specific dollar amount.

         (d) Deductible Limit. Notwithstanding the foregoing, the Company
Contributions, when combined with Matching Contributions made by the Company for
its taxable year ending with or within the Plan Year, shall not exceed
twenty-five percent (25%) of the aggregate compensation (within the meaning of
Code Section 404(a)(3)) paid to or accrued for persons who were or became
Participants in that taxable year, plus the amount of any so called "credit
carry-over" available for the taxable year under Code Section 404(a)(3)(A).

         (e) Time for Contributing Elective Deferrals. All Elective Deferrals
shall be contributed to the Plan by the Company as soon as administratively
possible following the payroll period to which a salary reduction pursuant to a
Participation Agreement applies, but not later than the fifteenth (15th)
business day following the end of the month in which such contributions are
required to be paid to the Participant or were withheld by the Company.

         (f) Time for Making Company Contributions (Other Than Elective
Deferrals). All contributions to the Plan for a taxable year of the Company
shall be made within the time prescribed by law for the filing of the Company's
federal income tax return (including

                                       26


<PAGE>



extensions) for that taxable year. Notwithstanding the foregoing, any
contributions which are intended to be treated as "matching contributions,"
within the meaning of Code Section 401(m) and regulations thereunder, shall be
contributed to the Plan not later than the end of the Plan Year following the
Plan Year to which they relate.

         (g) Form of Contributions. All contributions made to the Plan shall be
in cash.

         (h) No Employee Contributions. All contributions under the Plan shall
be made by the Company and no contributions shall be required or permitted by a
Participant.

3.2 Contributions Conditioned Upon Deductibility. All Company Contributions are
conditioned on their being deductible under Code Section 404. If the deduction
for any Company Contribution for any taxable year shall be disallowed, the
contribution (to the extent of the disallowance) shall be returned to the
Company within one (1) year following the date of the disallowance. Amounts to
be returned to the Company shall not exceed the excess of the amount contributed
over the amount that would have been contributed had the contribution been
limited to the amount deductible after any disallowance by the Internal Revenue
Service. Earnings attributable to the excess contribution may not be returned to
the Company, but losses attributable thereto must reduce the amount to be so
returned. In addition, the amount returned to the Company must be limited so as
to ensure that no Participant's Account balance will be reduced below the
balance which would have been in his Account had the nondeductible amount not
been contributed.

3.3 Mistake of Fact. If and to the extent that a Company Contribution to the
Trust is made by or under a mistake of fact, it shall be repaid to the Company
upon demand, to the extent of the mistake, within one (1) year after the
contribution was paid, pursuant to rules and regulations promulgated by the
Internal Revenue Service and the Department of Labor. Amounts returned to the
Company shall not exceed the excess of the amount contributed over the amount
that would have been contributed had no mistake of fact occurred. Earnings
attributable to the excess contribution may not be returned to the Company, but
losses attributable thereto must reduce the amount to be so returned. In
addition, the amount returned to the Company must be limited so as to ensure
that no Participant's Account balance will be reduced below the balance which
would have been in his Account had the mistaken amount not been contributed.



                                       27


<PAGE>


3.4 Contributions to One or More Qualified Pension or Annuity Plans. If the
Company makes contributions for a taxable year to one or more Qualified plans
(within the meaning of Code Section 404(a)(7)) whose participants include one or
more Participants in this Plan, the total amount contributed by the Company to
those Qualified plans for the taxable year, together with its contribution for
the taxable year under Code Section 3.1 (Time and Amount of Company
Contributions), shall not exceed the greater of:

         (a) Twenty-five percent (25%) of the compensation otherwise paid during
the taxable year to the participants in the Qualified pension or annuity plans
and the Participants in this Plan, and

         (b) The amount of Company Contributions necessary to avoid an
accumulated funding deficiency (within the meaning of Code Section 412(a)) with
respect to the plan years of those Qualified pension or annuity plans which end
with or within the taxable year; provided, however, that if this limitation
would otherwise be exceeded, the Company Contributions under the Plan for the
taxable year shall be reduced by an amount equal to the excess.


                                       28

<PAGE>
                                   ARTICLE IV
                            ALLOCATIONS AND ACCOUNTS

4.1 Participants' Shares of Contributions. The Committee shall establish and
maintain records of an "Elective Deferral Account", a "Matching Contribution
Account" and a "Company Contribution Account" for each Participant. After taking
into account amounts, if any, treated as forfeited pursuant to Section 5.5(h)
(Unclaimed Benefits), the Company Contributions for a Plan Year shall be
allocated to Participants' Accounts as follows:

         (a) Allocation of Elective Deferrals. Elective Deferrals shall be
allocated as of the date of receipt by the Trustee to the Elective Deferral
Accounts of the Participants on behalf of whom the Elective Deferrals were made.

         (b) Allocation of Matching Contributions. Matching Contributions shall
be allocated as of the date they are received by the Trustee to the Matching
Contribution Accounts of the Participants on behalf of whom Matching
Contributions were made.

         (c) Allocation of Company Contributions. Top Heavy Contributions shall
be allocated as of the last day of the Plan Year among the Company Contribution
Accounts of all Participants who are Non-Key Employees, and are Employees on the
last day of that Plan Year, in the ratio which the Creditable Compensation of
each such Participant bears to the Creditable Compensation of all such
Participants.

         (d) Compensation Considered. For purposes of this Section 4.1, there
shall be taken into account Creditable Compensation paid to a Participant during
the entire Plan Year, regardless of whether he was a Participant during the
entire Plan Year.

4.2 Limitations on Allocations. The following allocation limitations shall
apply.

         (a) Limitations on Allocations of Elective Deferrals. For purposes of
this Section 4.2(a), Matching Contributions, which are contributed to the Plan
not later than the end of the Plan Year following the Plan Year to which they
relate, may be treated as Elective Deferrals.

                                       29


<PAGE>


                  (i)      Limit for Highly Compensated Employees. Allocations
                           of Elective Deferrals to the Accounts of Participants
                           who are Highly Compensated Employees shall be limited
                           to an Average Deferral Percentage (as defined in
                           Section 1.1(k) (Average Deferral Percentage)) for the
                           current Plan Year which does not exceed the greater
                           of:

                           (A)      The Average Deferral Percentage for the
                                    current Plan Year for Participants who are
                                    not Highly Compensated Employees times 1.25,
                                    or

                           (B)      The lesser of (I) the Average Deferral
                                    Percentage for the current Plan Year for
                                    Participants who are not Highly Compensated
                                    Employees multiplied by 2.00, or (II) the
                                    Average Deferral Percentage for the current
                                    Plan Year for Participants who are not
                                    Highly Compensated Employees plus two (2)
                                    percentage points.

                  (ii)     Aggregation of Deferrals. For purposes of determining
                           a Participant's Actual Deferral Ratio, the following
                           salary deferrals made by the Participant to another
                           plan of the Employer Group shall be aggregated with
                           his Elective Deferrals.

                           (A)      If the Plan and one or more other plans
                                    maintained by any member of the Employer
                                    Group which include cash or deferred
                                    arrangements (as defined in Code Section
                                    401(k)(2)) are considered as one plan for
                                    purposes of Code Sections 401(a)(4) and
                                    410(b), all salary deferrals by the
                                    Participant under such other plan or plans,
                                    if any, during the Plan Year shall be
                                    aggregated with his Elective Deferrals.

                           (B)      If a Participant who is a Highly Compensated
                                    Employee is also a participant in one or
                                    more plans maintained by any member of the
                                    Employer Group, other than the Plan, which
                                    contain cash or deferred arrangements (as
                                    defined in Code Section 401(k)(2)), all


                                       30


<PAGE>


                                    salary deferrals by the Participant under
                                    such other plan or plans, if any, during the
                                    Plan Year shall be aggregated with his
                                    Elective Deferrals.

                  (iii)    Treatment of Excess Elective Deferrals. Excess
                           Elective Deferrals, and income attributable thereto,
                           shall be returned to the relevant Highly Compensated
                           Employees and related Matching Contributions shall be
                           forfeited not later than the end of the Plan Year
                           immediately following the Plan Year in which the
                           Excess Elective Deferrals are made. The amount of any
                           Excess Elective Deferrals to be distributed shall be
                           reduced by the amount of any Excess Deferrals
                           previously distributed to the Employee for the
                           Employee's taxable year ending with or within the
                           Plan Year, in accordance with Code Section 402(g)(2),
                           and Excess Deferrals to be distributed for a taxable
                           year shall be reduced by Excess Elective Deferrals
                           previously distributed for the Plan Year beginning in
                           such taxable year.

                           (A)      Determination of Excess. Excess Elective
                                    Deferrals, with respect to a Highly
                                    Compensated Employee, shall be determined as
                                    follows:

                                    (1)     Highly Compensated Employees shall
                                            be ranked in descending order
                                            according to the dollar amount of
                                            their Elective Deferrals.

                                    (2)     The Elective Deferrals of the Highly
                                            Compensated Employees(s) with the
                                            highest dollar amount of Elective
                                            Deferrals shall be reduced by the
                                            lesser of the aggregate amount of
                                            Excess Elective Deferrals or the
                                            amount necessary to cause the dollar
                                            amount of those Highly Compensated
                                            Employees' Elective Deferrals to
                                            equal the dollar amount of the
                                            Elective Deferrals of the Highly
                                            Compensated Employee(s) with the
                                            next highest dollar


                                       31


<PAGE>




                                            amount of Elective Deferrals. This
                                            amount shall be distributed equally
                                            to those Highly Compensated
                                            Employees.

                                    (3)     If, after completing the process
                                            described in paragraph (2), the
                                            total amount distributed is less
                                            than the aggregate Excess Elective
                                            Deferrals, the remaining dollar
                                            amount of the Excess Elective
                                            Deferrals shall be divided equally
                                            to reduce the dollar amount of the
                                            Elective Deferrals of the Highly
                                            Compensated Employee(s) with the
                                            next highest dollar amount of
                                            Elective Deferrals by the lesser of
                                            the aggregate amount of Excess
                                            Elective Deferrals or the amount
                                            necessary to cause those Highly
                                            Compensated Employees' Elective
                                            Deferrals to equal the amount of the
                                            Elective Deferrals of the Highly
                                            Compensated Employee(s) with the
                                            next highest dollar amount of
                                            Elective Deferrals. Those amounts
                                            shall be distributed to the relevant
                                            Highly Compensated Employees. This
                                            procedure shall be repeated to the
                                            extent necessary to eliminate the
                                            remaining Excess Elective Deferrals.

                                    (4)     The amount by which a Highly
                                            Compensated Employee's Elective
                                            Deferrals is reduced under this
                                            Section 4.2(a)(iii)(A), if any,
                                            shall constitute that Highly
                                            Compensated Employee's Excess
                                            Elective Deferrals.

                           (B)      Determination of Income. Income allocable to
                                    Excess Elective Deferrals required to be
                                    returned to the Participant under this
                                    Section 4.2(a)(iii)(B) may be calculated as
                                    follows (or under any other permissible
                                    method):

                                    (1)     General Rule. The income allocable
                                            to Excess Elective Deferrals is
                                            equal to the allocable gain or loss
                                            for the Plan


                                       32


<PAGE>



                                            Year in which the Excess Elective
                                            Deferrals were made. Income includes
                                            all earnings and appreciation,
                                            including such items as interest,
                                            dividends, gains from the sale of
                                            property, and appreciation in the
                                            value of stock and life insurance
                                            contracts, without regard to whether
                                            such appreciation has been realized.

                                    (2)     For the Plan Year. The income
                                            allocable to Excess Elective
                                            Deferrals for the Plan Year in which
                                            the Excess Elective Deferrals were
                                            made is determined by multiplying
                                            the income for that Plan Year by a
                                            fraction, the numerator of which is
                                            the Participant's Excess Elective
                                            Deferrals and the denominator of
                                            which is the Participant's Account
                                            balance, reduced by the gain for the
                                            Plan Year and increased by the loss
                                            for the Plan Year.

         (b)      Limitations on Allocations of Matching Contributions.

                  (i)      Limit for Highly Compensated Employees. Allocations
                           of Matching Contributions to the Accounts of
                           Participants who are Highly Compensated Employees
                           shall be limited to an Average Contribution
                           Percentage (as defined in Section 1.1(j) (Average
                           Contribution Percentage)) for the current Plan Year
                           which does not exceed the greater of:

                           (A)      The Average Contribution Percentage for the
                                    current Plan Year for Participants who are
                                    not Highly Compensated Employees, times
                                    1.25, or

                           (B)      The lesser of (I) the Average Contribution
                                    Percentage for the current Plan Year for
                                    Participants who are not Highly Compensated
                                    Employees multiplied by 2.00, or (II) the
                                    Average Contribution Percentage for the
                                    current Plan Year for Participants


                                       33

<PAGE>



                                    who are not Highly Compensated Employees
                                    plus two (2) percentage points.

                  (ii)     Aggregation of Contributions. For purposes of
                           determining a Participant's Actual Contribution
                           Ratio, the following amounts contributed on behalf of
                           the Participant under one or more other plans
                           maintained by any member of the Employer Group shall
                           be aggregated with his Matching Contributions under
                           this Plan.

                           (A)      If the Plan, and any other plan maintained
                                    by any member of the Employer Group to which
                                    "matching contributions," "employee
                                    contributions," or "elective deferrals" (as
                                    those terms are defined in Code Section
                                    401(m)(4)) are made, are considered as one
                                    plan for purposes of Code Sections 401(a)(4)
                                    and 410(b), then such other plan or plans
                                    shall be treated with this Plan as a single
                                    plan.

                           (B)      If one or more other plans maintained by any
                                    member of the Employer Group permit
                                    "matching contributions" or "employee
                                    contributions" (as those terms are defined
                                    in Code Section 401(m)(4)) to be allocated
                                    to the account of any Highly Compensated
                                    Employee who is a Participant in this Plan,
                                    then such contributions under that other
                                    plan or plans shall be aggregated with his
                                    Matching Contributions.

                  (iii)    Treatment of Excess Contributions. Excess
                           Contributions and income attributable thereto
                           (determined in the manner described in Section
                           4.2(a)(iii)(B)) shall be removed from the relevant
                           Highly Compensated Employees' Accounts not later than
                           the end of the Plan Year immediately following the
                           Plan Year in which the Excess Contributions are made.

                           (A)      Determination of Excess. Excess
                                    Contributions, with respect to a Highly
                                    Compensated Employee, shall be determined as
                                    follows:


                                       34

<PAGE>



                                    (1)     Highly Compensated Employees shall
                                            be ranked in descending order
                                            according to the dollar amount of
                                            their Matching Contributions.

                                    (2)     The Matching Contributions of the
                                            Highly Compensated Employee(s) with
                                            the highest dollar amount of
                                            Matching Contributions shall be
                                            reduced by the lesser of the
                                            aggregate amount of Matching
                                            Contributions or the amount
                                            necessary to cause the dollar amount
                                            of those Highly Compensated
                                            Employees' Matching Contributions to
                                            equal the amount of the Matching
                                            Contributions of the Highly
                                            Compensated Employee(s) with the
                                            next highest dollar amount of
                                            Matching Contributions.

                                    (3)     If, after completing the process
                                            described in paragraph (2), the
                                            total amount distributed is less
                                            than the aggregate Matching
                                            Contributions, the remaining dollar
                                            amount of the Matching Contributions
                                            shall be divided equally to reduce
                                            the dollar amount of the Matching
                                            Contributions of the Highly
                                            Compensated Employee(s) with the
                                            next highest dollar amount of
                                            Matching Contributions by the lesser
                                            of the aggregate amount of Matching
                                            Contributions or the amount
                                            necessary to cause those Highly
                                            Compensated Employees' Matching
                                            Contributions to equal the amount of
                                            the Matching Contributions of the
                                            Highly Compensated Employee(s) with
                                            the next highest dollar amount of
                                            Matching Contributions. This
                                            procedure shall be repeated to the
                                            extent necessary to eliminate the
                                            remaining Matching Contributions.

                                    (4)     The amount by which a Highly
                                            Compensated Employee's Matching
                                            Contributions is reduced under this



                                       35


<PAGE>


                                            Section 4.2(b)(iii), if any, shall
                                            constitute that Highly Compensated
                                            Employee's Excess Matching
                                            Contributions.

                           (B)      Correction of Excess Contributions. Matching
                                    Contributions required to be removed from
                                    the Participant's Account under this Section
                                    4.2(b)(iii) and income allocable to such
                                    amounts shall be removed in the following
                                    order, to the extent necessary to ensure
                                    compliance with the limits described in this
                                    Section 4.2(b)

                                    (1)     Amounts which are not Nonforfeitable
                                            shall be forfeited.

                                    (2)     Amounts which are Nonforfeitable
                                            shall be distributed to the affected
                                            Participants.

         (c) Order of Applying Limits. Notwithstanding anything in this Section
4.2 or Section 2.2(b) (Limits on Compensation Reduction Elections) to the
contrary, the provisions of Section 2.2(b) (Limits on Compensation Reduction
Elections) shall be applied before application of the provisions of either this
Section 4.2 or Section 4.3 (Limitations on Annual Contributions and Additions).

4.3      Limitations on Annual Contributions and Additions.

         (a) Maximum Annual Addition. The Annual Additions (or for purposes of
applying subparagraph (ii), below, the Annual Additions excluding amounts
allocated to an account described in Code Section 419A on behalf of a
Participant to provide benefits after the Participant's separation from service
with the Employer Group) to a Participant's Account for any Limitation Year
shall in no event exceed the lesser of:

                  (i)      Forty Thousand Dollars ($40,000), as adjusted from
                           time to time as provided in Code Section 415(d), or

                  (ii)     One Hundred percent (100%) of the Participant's Total
                           Compensation received from the Employer Group for
                           that Limitation Year.

                                       36

<PAGE>


         (b) Treatment of Excess. If, because of a reasonable error in
estimating a Participant's Creditable Compensation, or under other circumstances
which may be permitted under Code Section 415, the limitation set forth in
Section 4.3(a) (Maximum Annual Addition) would otherwise be exceeded with
respect to a Participant for a Limitation Year, the Participant's Elective
Deferrals for the Limitation Year shall be distributed to such Participant, with
earnings, to the extent that the distribution reduces the excess amounts in the
Participant's Account; provided, however, that any Matching Contributions
attributable to Elective Deferrals distributed in accordance with this Section
4.3(b) shall be forfeited or held for the Participant in accordance with the
remaining provisions of this Section; provided, further, that the Employer may
choose to use any combination of distributions of Elective Deferrals and
forfeitures of Matching Contributions which will eliminate the excess Annual
Addition but does not result in discrimination within the meaning of Code
Section 401(a)(4). Any remaining excess shall be held unallocated in a separate
suspense account, which shall not share in the allocation of income or losses of
the Plan. If the Participant is an Employee at the end of the Plan Year next
following the Limitation Year with respect to which the limitation set forth in
Section 4.3(a) (Maximum Annual Addition) would otherwise be exceeded, the amount
in the suspense account shall be used to reduce Company Contributions for such
Participant for that next Plan Year. This process shall be repeated for
succeeding Plan Years, as necessary to exhaust the suspense account, so long as
the Participant is an Employee at the end of such succeeding Plan Year. If the
Participant is not an Employee at the end of such succeeding Plan Year, the
amount in the suspense account shall be allocated and reallocated in that Plan
Year (and succeeding Plan Years, as necessary to exhaust the suspense account)
to all of the remaining Participants' Company Contribution Accounts, as a
Company Contribution, pursuant to Section 4.1 (Participants' Shares of
Contributions), before the Company may make contributions under Section 3.1
(Time and Amount of Company Contributions) for such next following Plan Year (or
such succeeding Plan Year) and shall reduce the Company Contributions in such
year accordingly. If, before the suspense account has been exhausted, the Plan
is terminated, amounts remaining in the suspense account shall be returned to
the Company.

         (c) Coordination with Other Defined Contribution Plans. If a
Participant also participates in a defined contribution plan (within the meaning
of Code Section 415(k)) maintained by any member of the Employer Group, other
than the Plan, the limitation set forth in

                                       37


<PAGE>

Section 4.3(a) (Maximum Annual Addition) shall apply to the aggregate of the
Annual Additions to the Plan and to such other plan. If the limitation set forth
in Section 4.3(a) (Maximum Annual Addition) would otherwise be exceeded when
taking into account such combination of plans the amount to be allocated to such
Participant under this Plan shall be reduced or eliminated pursuant to Section
4.3(b) (Treatment of Excess) prior to making any adjustments under the other
plan.

         (d) Compliance with Applicable Law. The limitations described in this
Section 4.3 shall be determined and applied in accordance with the provisions of
Code Section 415 and regulations promulgated thereunder, which are incorporated
herein by this reference.

4.4 Periodic Adjustments to Accounts. Adjustments shall from time to time be
made to each Participant's Account as follows:

         (a) Distributions and Expenses. The Plan Administrator shall direct the
Trustee to debit each Account currently in respect of any distributions of
benefits therefrom and any special expenses chargeable thereto under Section 4.5
(Expenses and Remuneration).

         (b) Gains and Losses. As of each Valuation Date, the Trustee shall
compute the profit or loss of the Trust Fund since the last Valuation Date,
using a method of accounting selected by the Trustee, after giving recognition
to the appreciation or depreciation of assets as determined pursuant to the
terms of the Trust Agreement. The profit or loss so computed shall be credited
or debited to the Participants' Accounts (other than Distributable Accounts) in
the ratio which the balance of each such Account on the preceding Valuation Date
bore to the aggregate balances of those Accounts on that prior Valuation Date.
In determining the Account balances on any prior Valuation Date, there shall be
included any Company Contributions allocable thereto as of that date. Upon
agreement between the Trustee and the Plan Administrator, any other reasonable
method for allocating profits and losses may be used.

4.5 Expenses and Remuneration.

         (a) Remuneration. Members of the Committee shall serve without
remuneration but the Trustee shall be paid fees in an amount and manner mutually
agreed upon in writing between the Trustee and the Employer; provided, however,
that no fees (except for reimbursement of


                                       38

<PAGE>

expenses Properly and actually incurred) shall be paid to a Trustee for any
period during which that person received full time pay from any member of the
Employer Group and also served as Trustee.

         (b) Expenses. The expenses of the Trustee and Committee, including but
not limited to the Trustee's fees, shall (unless the Company shall in its
Discretion elect to pay them) be paid and accounted for as follows:

                  (i)      All such expenses shall be debited to the several
                           Participants' Accounts as part of, or in conjunction
                           with, the posting of profits and losses under Section
                           4.4(b) (Gains and Losses).

                  (ii)     Any expenses which the Trustee or Committee may incur
                           with special reference to any Participant or his
                           Account (including any Distributable Account), other
                           than expenses related to determining the qualified
                           status of a domestic relations order, shall first be
                           charged against his Account to the extent that the
                           Account is sufficient for that purpose. The remaining
                           balance of the special expenses, if any, shall then
                           be charged among the other Accounts pursuant to
                           paragraph (i) above, but shall if possible be later
                           reimbursed to the other Accounts out of future
                           credits to the relevant Participant's Account.

4.6 Distributable Accounts. After a Participant's employment with the Employer
Group terminates, whether due to his retirement, death, disability or any other
cause, he shall cease to be a Participant as of the date his Company employment
ends and, except for benefits payable or distributable under this Plan, shall
cease to have any further right, title or interest in the Plan or Trust Fund.
The Participant's Account shall thereafter be subject to the following rules.

         (a) Adjustments to Distributable Accounts. His Account shall become
fixed at its Nonforfeitable balance as of the Valuation Date coincident with or
next succeeding and the Nonforfeitable portion of his Account as so fixed shall
be his Distributable Account. Thereafter no further credits or debits shall be
made to said Account, except for matters mentioned in Sections 4.5(b)
(Expenses), and 4.6(b) (Investment).

                                       39

<PAGE>



         (b) Investment. The Trustee shall promptly segregate and set apart cash
and other assets of the Trust Fund having an aggregate fair market value on the
relevant Valuation Date equal to the balance of the Distributable Account in
question, determined as described in this Section 4.6. Thereafter, unless that
Distributable Account shall have been distributed in full, the Trustee shall
maintain it as a fixed and segregated Account but may commingle the assets
thereof with any one or more other Distributable Accounts and shall continue to
invest such Accounts; provided, however, that the Participant shall be entitled
to continue to direct the investment of his Distributable Account to the same
extent as any other Participant.

4.7 Separate Accounting. The provisions of this Article IV shall be so applied
and interpreted as to provide separate accounting within the meaning of Section
204(b)(3)(B) of the Act for each Participant's interest under the Plan. The fact
that an individual account is established for each Participant shall not be
construed to give such Participant any interest in such account except as
provided in Article V (Benefits and Distributions) and elsewhere in the Plan.



                                       40

<PAGE>
                                    ARTICLE V
                           BENEFITS AND DISTRIBUTIONS

5.1 Vesting. A Participant's interest in his Plan Account shall at all times be
one hundred percent (100%) Nonforfeitable. A Prior Plan Participant who
separated from service with the Employer Group prior to January 1, 2003, and who
has a Plan Account on January 1, 2003, shall have a one hundred percent (100%)
Nonforfeitable interest in his Plan Account.

5.2 Distributions Upon Termination of Employment or Death.

         (a) Termination of Employment. A Participant becomes eligible for
benefits from the Plan when his employment with all members of the Employer
Group terminates or when he incurs a severance from employment, within the
meaning of Code Section 401(k)(2)(B). The Participant's Permanent and Total
Disability shall be considered a severance from employment for purposes of this
Section 5.2(a). The benefit payable shall consist of the entire Nonforfeitable
balance of the Participant's Distributable Account.

         (b) Death. The Beneficiary of a Participant who dies prior to the date
his Account is distributed, whether or not the Participant's employment with the
Company or Employer Group has theretofore terminated, shall be eligible for
benefits as of the date of the Participant's death. The benefit payable shall
consist of the entire Nonforfeitable balance of the Participant's Distributable
Account.

5.3 Other Distributions and Payments. In addition to distributions described in
Section 5.2 (Distributions Upon Termination of Employment or Death), withdrawals
or distributions may also be available to a Participant who has not terminated
employment with all members of the Employer Group with respect to his
Transferred Assets under Section 13.4 (Distributions of Transferred Assets), and
in the following circumstances.

         (a) Attainment of Age 59-1/2. A Participant who reaches an Attained Age
of fifty-nine and one-half (59-1/2) shall be entitled to elect to receive, at
his election, a single sum distribution of all or part of the Nonforfeitable
portion of his Account, excluding any portion of his Account representing an
outstanding loan. A Participant shall be permitted to make such an


                                       41

<PAGE>

election at anytime, and as many times as desired, after becoming eligible to do
so. Amounts distributed pursuant to this Section 5.3(a) shall be based upon the
Participant's Nonforfeitable Account as of the Valuation Date immediately
preceding the date of election and shall be taken from the Investment Funds as
directed by the Participant or, if no direction is given, pro rata.

         (b) Hardship. A Participant who experiences a Financial Hardship shall
be eligible to receive a distribution from his Account (taken from the
Investment Funds pro rata, to the extent necessary to relieve that Financial
Hardship (which may include amounts necessary to pay any federal, state, or
local income taxes or penalties reasonably anticipated to result from the
distribution), subject to the restrictions set forth below.

                  (i)      Amount. The amount available for distribution to a
                           Participant as a Hardship Distribution under this
                           Section 5.3(b) shall be determined after excluding
                           amounts in the Participant's Account attributable to
                           outstanding loans and shall be limited to the amount
                           of the Participant's Elective Deferrals.

                  (ii)     Alternate Fund Sources Exhausted. A Participant may
                           request a Hardship Distribution only if he has
                           obtained all distributions, other than hardship
                           distributions, and all nontaxable loans available to
                           him as of the date of his request under this Plan and
                           all Qualified plans maintained by any member of the
                           Employer Group.

                  (iii)    Limitations on Future Deferrals. A Participant who
                           receives a distribution under this Section 5.3(b)
                           shall be subject to the following restrictions on
                           future Elective Deferrals:

                           (A)      He shall be prohibited from reducing his
                                    Creditable Compensation pursuant to a
                                    Participation Agreement and from making
                                    elective contributions to any Qualified or
                                    non-Qualified Plan or Section 403(b) annuity
                                    program of the Employer Group for the period
                                    beginning on the date of the distribution
                                    and ending on the



                                       42
<PAGE>

                                    date which is the six (6) month anniversary
                                    of the date of the distribution.

                           (B)      Any Creditable Compensation reductions
                                    pursuant to a Participation Agreement during
                                    the Participant's taxable year immediately
                                    following the taxable year in which he
                                    received the distribution under this Section
                                    5.3(b) shall be limited to Twelve Thousand
                                    Dollars ($12,000), as adjusted for such next
                                    taxable year, and as provided by the Code
                                    Section 414(v), less the amount by which the
                                    Participant reduced his Creditable
                                    Compensation during the taxable year in
                                    which he received the distribution.

         (c) Plan Termination. In the event the Employer terminates the Plan
without establishing a successor defined contribution plan (within the meaning
of Code Section 401(k)(10)), Participants shall be entitled to receive lump sum
distributions of the Nonforfeitable interests in their Plan Accounts as a result
of such termination. Distributions under this Section 5.3(c) shall be made as
soon as administratively practicable following Plan termination. The provisions
of this Section 5.3(c) shall supersede all other provisions of the Plan with
respect to benefit payment methods and timing.

5.4      Loans to Participants.

         (a) General Rules. Pursuant to uniform rules consistently applied, the
Pulte Homes, Inc. Corporate Office may, upon the request of a Participant,
direct the Trustee to make a loan or loans to such Participant. The Pulte Homes,
Inc. Corporate Office is responsible for administering all loans and shall make
available to Participants information describing the rules and procedures for
applying for loans. The procedures shall be in written form and shall comprise
the written document forming part of the Plan within the meaning of Department
of Labor Regulations Section 2550.408b-1. The procedures set forth in that
document may be revised at any time by the Pulte Homes, Inc. Corporate Office,
without requiring an amendment to this Plan document, even if the procedures, as
revised, differ in certain respects from the specifications set forth below.


                                       43

<PAGE>

         (b) Requirements. The Pulte Homes, Inc. Corporate Office shall in its
Discretion determine the amount, terms and conditions of any loan. All loans to
Participants shall be subject to the following limitations:

                  (i)      Maximum Amount. Any loan to a Participant, when added
                           to the unpaid balance of any outstanding loans, if
                           any, made to him pursuant to this Section 5.4, shall
                           not exceed the lesser of:

                           (A)      Fifty Thousand Dollars ($50,000) reduced by
                                    the excess (if any) of the Participant's
                                    highest outstanding balance of loans from
                                    the Plan during the one-year period ending
                                    on the day before the date on which the loan
                                    was made, over the outstanding balance of
                                    his loans from the Plan on the date on which
                                    the new loan is to be made; or

                           (B)      One-half (1/2) of the balance of the
                                    Nonforfeitable portion of the Participant's
                                    Account as of the Valuation Date immediately
                                    preceding the date of the loan; less the
                                    unpaid balance of any loans made under this
                                    Section 5.4;

                           provided, however, that in determining the maximum
                           amount of any loan to be made under this Section 5.4,
                           all Qualified plans maintained by any member of the
                           Employer Group shall be treated as one plan.

                  (ii)     Number of Loans. No more than one (1) loan shall be
                           outstanding at any time for any Participant;
                           provided, however, that any loans transferred
                           directly to the Plan from another Qualified plan may,
                           if the Plan's loan procedures so provide, remain
                           outstanding until repaid in accordance with the terms
                           of the note evidencing its existence.

                  (iii)    Minimum Loan Amount. The minimum loan amount shall be
                           One Thousand Dollars ($1,000).


                                       44

<PAGE>


                  (iv)     Term. Any loan must have a specified repayment date,
                           which may in no event extend or be extended beyond
                           five (5) years from the date the loan is made, plus
                           the period of the Participant's military service
                           during which loan repayments are suspended pursuant
                           to Section 5.4(b)(vii) (Repayment) and Code Section
                           414(u)(4); provided, however, if the proceeds of the
                           loan are to be used to acquire a dwelling unit which
                           within a reasonable time (determined by the Pulte
                           Homes, Inc. Corporate Office in its Discretion) is to
                           be used (determined by the Pulte Homes, Inc.
                           Corporate Office at the time the loan is made) as the
                           principal residence of the Participant, the repayment
                           date of the loan may extend beyond five (5) years
                           from the date the loan is made but not beyond fifteen
                           (15) years. The minimum loan repayment period is one
                           (1) year.

                  (v)      Interest; Security. Each loan shall bear interest at
                           such reasonable rate as may be in effect at the time
                           the loan is made, as determined by the Pulte Homes,
                           Inc. Corporate Office in the manner described in
                           written rules established by the Pulte Homes, Inc.
                           Corporate Office and which are made available to
                           Participants. All loans shall be adequately secured.
                           The Pulte Homes, Inc. Corporate Office shall require
                           the Participant to assign to the Trustee that portion
                           of the Nonforfeitable balance of his Account, but not
                           more than fifty percent (50%) of the Nonforfeitable
                           portion of his Account, necessary to secure the loan.

                  (vi)     Amortization. Except as determined by the Pulte
                           Homes, Inc. Corporate Office in accordance with
                           regulations promulgated by the Secretary of Treasury
                           pursuant to Code Section 72(p), any loan granted
                           hereunder shall be amortized on a substantially level
                           basis over its term and payments shall be required to
                           be made not less frequently than quarterly.

                  (vii)    Repayment. Repayment of a loan made pursuant to this
                           Section 5.4 shall be by payroll deduction. Loan
                           repayment requirements will be suspended under this
                           Plan during a Participant's period of military
                           service, as


                                       45

<PAGE>



                           permitted under Code Section 414(u)(4), or during a
                           Participant's unpaid leave of absence for a period
                           not to exceed twelve (12) months, although the entire
                           loan repayment term may in no event be extended
                           beyond five (5) years (or fifteen (15) years for
                           loans used to purchase a principal residence) from
                           the date the loan is made. After a Participant's
                           return from an unpaid leave of absence, repayment of
                           the loan shall resume at an increased payroll
                           deduction amount for the remainder of the loan
                           repayment term. Any balance due on the loan must be
                           repaid not later than the last day of the loan
                           repayment term.

                  (viii)   Loan Processing Fee. The Plan may impose a loan
                           processing fee and/or other reasonable fee on each
                           Participant who is granted a loan. The Pulte Homes,
                           Inc. Corporate Office shall inform the Participant of
                           the amount of any fees at the time his loan is made.

                  (ix)     Loan Statement. Each Participant who receives a loan
                           shall also receive a clear statement of the charges
                           involved in such loan transaction, including the
                           dollar amount and annual rate of finance charge.

                  (x)      Effect on Investment Funds. The amount of any loan
                           made pursuant to this Section 5.4 shall reduce the
                           Participant's interest in the Investment Funds pro
                           rata. Notwithstanding the preceding rule, Investment
                           Funds may be reduced in such other manner as the
                           Pulte Homes, Inc. Corporate Office, in its
                           Discretion, may determine and make part of the
                           written procedures governing loans to Participants.

                  (xi)     Allocation of Interest. The unpaid balance of any
                           loan, whether or not yet due, shall be deducted from
                           the amount standing to the credit of the Participant
                           in his Account for purposes of Section 4.4 (Periodic
                           Adjustments to Accounts); provided, however, that
                           interest paid by the Participant to the Plan with
                           respect to any such loan shall be allocated directly
                           to the Participant's Account.


                                       46

<PAGE>


                  (xii)    Effect on Distributions. No payment shall be made
                           from the Plan to or in respect of a Participant or
                           his Beneficiary (except under this Section 5.4 or
                           Section 5.3(b) (Hardship)), except pursuant to
                           Section 5.3(a) (Attainment of Age 59-1/2), unless and
                           until all unpaid loans to such Participant have been
                           satisfied in full. Loans in default under a note
                           executed by a Participant pursuant to the rules and
                           procedures governing Participant loans will be
                           satisfied on the date the Trustee forecloses upon
                           that portion of the Participant's Account which is
                           used as security for the loan. The Trustee will
                           foreclose upon that portion of the Participant's
                           Account which is used as security for the loan when
                           both the loan is in default and the Participant
                           incurs an event which would permit him to receive a
                           distribution under another provision of the Plan
                           (other than Section 5.3(b) (Hardship)). The foregoing
                           provisions shall not prevent the Trustee from
                           reporting a loan in default as income to the
                           Participant at any time permitted or required by Code
                           Section 72(p).

                  (xiii)   Acceleration. Notwithstanding anything in this
                           Section 5.4 to the contrary, the entire outstanding
                           balance of any loan shall become due and payable: (A)
                           in the event of the Participant's death, on the date
                           of his death; (B) in the event of non-payment, the
                           date which is ninety (90) days past the date any
                           required payment is due but has not yet been paid; or
                           (C) in the event of the termination of employment of
                           a Participant other than a party-in-interest (within
                           the meaning of Section 3(14) of the Act) with respect
                           to the Plan on the date of termination of employment
                           with the Employer Group.

         (c) Transfer to Another Plan. In the event a Participant terminates his
participation in the Plan at a time when he has an outstanding loan or loans,
the Plan Administrator may, in its Discretion, authorize the Trustee to transfer
such loan or loans to another Qualified plan, within the Employer Group, under
which the Participant may be covered, provided such other plan is willing to
accept the transfer.


                                       47

<PAGE>


5.5 Payment of Benefits.

         (a) Application. Except as provided in Section 5.5(f) (Required
Distributions), Section 5.5(i) (Small Benefits) and the small benefit cash out
provisions of Section 5.9 (Payments Pursuant to a Qualified Domestic Relations
Order), Participants, Beneficiaries and other persons eligible for benefits
under the Plan shall make application for benefits on forms provided by the Plan
Administrator and must consent to a distribution from the Plan of benefits to
which he is entitled. Notwithstanding anything herein to the contrary, no
benefits shall be payable under the Plan with respect to any period which is
before the date on which application for those benefits is received by the Plan
Administrator in accordance with procedures established by it, unless the Plan
Administrator determines that the delay was not due to negligence on the part of
the Participant, Beneficiary or other person applying for benefits hereunder.
The Plan Administrator may require any Participant, Beneficiary or other person
applying for benefits to furnish to it any information reasonably necessary for
the Proper administration of the Plan and if the applicant shall fail to furnish
that information, the Plan Administrator may compute his benefits, if any, on
any basis it deems reasonable. No benefits shall be paid unless proof
satisfactory to the Plan Administrator evidencing entitlement to those benefits
is presented to the Plan Administrator by the person or persons claiming the
benefits.

         (b) Notice. At least thirty (30), but not more than ninety (90), days
before the Participant's Annuity Starting Date, the Plan Administrator shall
notify the Participant of the benefits available to him, the optional forms for
payment, if any, and, if the benefit is immediately distributable, his right, if
any, to defer receipt of the distribution. Such notice shall be given in
accordance with Treas. Reg. Section 1.411(a)-11(c). The Participant's consent to
the distribution may not be made before the Participant receives the notice and
may not be made more than ninety (90) days before his Annuity Starting Date.
Such distribution may commence less than thirty (30) days after the notice
required under Treas. Reg. Section 1.411(a)-11(c) is given, provided that:

                  (i)      the Plan Administrator clearly informs the
                           Participant that the Participant has a right to a
                           period of at least thirty (30) days after receiving
                           the notice


                                       48


<PAGE>


                           to consider the decision of whether or not to elect a
                           distribution (and, if applicable, a particular
                           distribution option),

                  (ii)     the Participant, after receiving the notice,
                           affirmatively elects a distribution, and

                  (iii)    the distribution is made at least seven (7) days
                           after the notice is given.

         (c) Payment of Benefits Other Than Death Benefits. Subject to Sections
5.5(a) (Application), 5.5(f) (Required Distributions), and 5.5(j) (Deadline for
Payment) and Article VI (Minimum Distribution Requirements), the Plan
Administrator shall direct the Trustee to pay to the Participant, using the
Participant's entire Distributable Account (reduced by any prior distributions)
valued as of the Valuation Date coincident with or next preceding the date of
distribution, as promptly as possible after the Valuation Date coincident with
or next following the date the Participant becomes eligible for a benefit under
Section 5.2(a) (Termination of Employment), in a single lump sum:

         (d) Payment of Death Benefits. Upon the death of a Participant, the
Plan Administrator shall (except as otherwise provided in Section 5.5(a)
(Application)) direct the Trustee to pay or arrange as promptly as possible to
pay, in the manner described below, the balance of such Participant's
Distributable Account (reduced by any prior distributions) to his Surviving
Spouse or, if there is no Surviving Spouse or if the Surviving Spouse has
consented in the manner described in Section 5.5(e) (Spouse Consent), to his
Beneficiary.

                  (i)      Form for Payment. Death Benefits shall be paid in a
                           single lump sum payment.

                  (ii)     Time for Payment. Payments under this Section 5.5(d)
                           shall be made (or begin) within one (1) year
                           following the date of the Participant's death, except
                           that a Surviving Spouse may elect to delay receipt of
                           such payment until the date on which the Participant
                           would have reached an Attained Age of seventy and
                           one-half (70-1/2).


                                       49


<PAGE>


                  (iii)    Designation of Beneficiary by Participant. A
                           Participant shall have the right to file with the
                           Plan Administrator, at any time after his Plan
                           participation commences, a written designation of
                           Beneficiary, which designation may at any time be
                           amended or revoked; provided, however, that:

                           (A)      No designation, and no amendment or
                                    revocation thereof, shall become effective
                                    if filed after such Participant's death.

                           (B)      In the case of a married Participant, his
                                    designation of any Beneficiary other than
                                    his Spouse must be consented to by such
                                    Spouse in writing in accordance with the
                                    requirements of Section 5.5(e) (Spouse
                                    Consent).

                           (C)      In the absence of an effective designation
                                    of Beneficiary, or if the Beneficiary shall
                                    not survive the Participant, then his Death
                                    Benefits shall be paid to the individual (or
                                    to the individuals in equal shares, per
                                    capita) in the first of the following
                                    classes of successive preference
                                    Beneficiaries in which there shall be any
                                    individual surviving such Participant:

                                    (1)     His Spouse,

                                    (2)     His children (or children of
                                            deceased children, by right of
                                            representation),

                                    (3)     His parents, or

                                    (4)     His brothers and sisters (or
                                            children of deceased brothers and
                                            sisters, by right of
                                            representation).

                                    In the event of the failure of all of the
                                    above categories, then the Death Benefits
                                    shall be paid to the Participant's estate.

                                       50


<PAGE>


                           (D)      In determining who are "children" for the
                                    purposes of paragraph (C) above, adopted
                                    persons shall be treated as if they were the
                                    natural offspring of their adoptive parents.

                           (E)      Any designation of the Participant's Spouse
                                    as a Beneficiary shall automatically
                                    immediately be revoked in the event of the
                                    Participant's divorce from his Spouse.

                           (F)      In the event the Participant's Beneficiary
                                    disclaims his interest in any payments from
                                    the Plan, amounts payable as a result of the
                                    Participant's death shall thereafter be
                                    payable from the Plan as if the Beneficiary
                                    had predeceased the Participant. The Plan
                                    Administrator shall have no obligation to
                                    establish the validity of any disclaimer
                                    presented to it.

                           The Participant's Beneficiary, whether automatically
                           determined or specified by the Participant shall, in
                           any case, be a "designated beneficiary" for purposes
                           of distributions under Code Section 401(a)(9) and
                           Section 5.5(f) (Required Distributions).

                  (iv)     Designation of Beneficiary by Surviving Spouse or
                           Alternate Payee. The Surviving Spouse of a
                           Participant or an alternate payee under a "qualified
                           domestic relations order" shall have the right to
                           file with the Plan Administrator a designation of
                           Beneficiary under the following circumstances:

                           (A)      A Participant's Surviving Spouse may do so
                                    for purposes of Section 5.5(f) (Required
                                    Distributions).

                           (B)      An alternate payee under a "qualified
                                    domestic relations order" may do so to the
                                    extent consistent with such alternate
                                    payee's rights under the order.



                                       51

<PAGE>
         (e) Spouse Consent. Whenever the consent of a Spouse is required with
respect to any designation of Beneficiary under Section 5.5(d) (Payment of Death
Benefits), such consent shall be in writing, shall acknowledge the effect of the
designation, and shall be witnessed by a notary public or by a Plan
representative. There shall be no need to obtain the Spouse consent described in
this Section 5.5(e), however, if the Participant establishes to the satisfaction
of the Plan Administrator that the required consent may not be obtained because
there is no Spouse, or because the Spouse cannot be located, or because of such
other reasons as may be permitted by regulations promulgated by the Secretary of
the Treasury. For purposes of this paragraph and Section 5.5(c) (Payment of
Benefits Other Than Death Benefits) and Section 5.5(d) (Payment of Death
Benefits), a former Spouse shall be treated as a Spouse to the extent specified
in a "qualified domestic relations order" within the meaning of Code Section
414(p). A Spouse's consent hereunder is irrevocable unless the Participant
changes his election and shall be limited to the Beneficiary and form of payment
designated. The Spouse may, nevertheless, be permitted to consent generally to
future Beneficiary changes by the Participant and alternate selections of forms
of payment by the Participant without the need to obtain additional consent from
the Spouse, provided that the general consent acknowledges that the Spouse has
the right to limit consent to a specific Beneficiary and specific form of
benefit, where applicable, and that the Spouse voluntarily relinquishes both
rights. A Spouse's general consent is irrevocable, except that it must be given
whenever a Participant's election is required to be given in order to be or to
continue to be effective. A Participant's Beneficiary, whether automatically
determined or specified by the Participant shall, in any case, be a "designated
beneficiary" for purposes of distributions under Code Section 401(a)(9) and
Section 5.5(f) (Required Distributions).

         (f) Required Distributions. Notwithstanding any other provisions of the
Plan to the contrary, payment of the Plan benefits of any Participant who
reaches an Attained Age of seventy and one-half (70-1/2), and who is not a
person described in Section 1.1(ss)(i)(C), shall commence not later than the
April 1 following the later of the calendar year in which he reaches an Attained
Age of seventy and one-half (70-1/2) or the calendar year in which his Company
employment terminates. If the Participant is a person described in Section
1.1(ss)(i)(C), payment of his Plan benefits shall commence not later than the
April 1 following the calendar year in which he reaches an Attained Age of
seventy and one-half (70-1/2). Payments required to be made pursuant to this
Section 5.5(f) shall not be in an amount less than the amount required to be



                                       52


<PAGE>


distributed to such Participant pursuant to Code Section 401(a)(9) and
regulations promulgated thereunder. All distributions under this Section 5.5(f)
shall be determined and made in accordance with Article XIII (Minimum
Distribution Requirements).

         (g) Permanent Elections. Once benefit payments have commenced under any
provision of this Plan, neither the Participant nor his Beneficiary may change
his election of payment method, except to the extent specifically permitted
under the particular payment method selected. If the Participant dies after his
Annuity Starting Date, the benefit shall be paid as elected by the Participant
in accordance with Section 5.5(c) (Payment of Benefits Other Than Death
Benefits). In any other case, the benefit payable with respect to a deceased
Participant shall be a Death Benefit, subject to the provisions of Section
5.5(d) (Payment of Death Benefits).

         (h) Unclaimed Benefits. To the extent not inconsistent with applicable
state law, in the event any benefit payment is unclaimed and the Plan
Administrator is unable to determine the whereabouts of a Participant,
Beneficiary or other person whose benefits from the Plan are due and owing
within three (3) years from the date the benefit would otherwise be payable
(which date shall be determined, in the event an application for benefits
pursuant to Section 5.5(a) (Application) shall not have been filed, as if such
application had been filed on the date the Participant's benefits under the Plan
would have been required to commence pursuant to Section 5.5(f) (Required
Distributions) or would have been distributed under Section 5.5(i) (Small
Benefits)), the right to the benefit shall be forfeited and revert to and become
a part of the Trust Fund (to be used to reduce any Company Contribution which
coincides with or follows the date such amount is treated as forfeited);
provided, however, that the amount forfeited pursuant to this Section 5.5(h)
shall be reinstated (initially from current contributions and forfeitures) if
the person to whom the benefit is due and owing subsequently makes written
application therefor to the Plan Administrator. The effective date for
reinstatement of the benefit shall be the date that the written application for
benefits is received by the Plan Administrator.

         (i) Small Benefits. Notwithstanding anything in this Section 5.5 to the
contrary, if the balance in a Participant's Distributable Account does not
exceed Five Thousand Dollars ($5,000), then upon the Participant or his
Beneficiary becoming entitled to payment of the Participant's benefits as a
result of his death, Permanent and Total Disability, retirement, or


                                       53


<PAGE>



termination of employment, the Plan Administrator shall direct the Trustee to
pay his benefit to him or to his Beneficiary, as the case may be, regardless of
whether the Participant or Beneficiary has applied therefor in accordance with
Section 5.5(a) (Application) or whether the Participant or the Participant's
Spouse has consented thereto. Such payment shall be made in a single lump sum
payment as soon as administratively feasible thereafter and shall be made not
later than the end of the second Plan Year following the termination of the
Participant's employment with the Employer Group ("Distribution Deadline"). If a
distribution would have been made the Distribution Deadline but for the fact
that the value of the Participant's Distributable Account then exceeded the cash
out limit in effect under Treas. Reg. Section 1.411(a)-11, the Plan
Administrator may instruct the Trustee to make payment of the Participant's
Distributable Account without regard to whether the time of the distribution
will occur after the Distribution Deadline. After the Annuity Starting Date,
however, consent is required for the immediate distribution of the Participant's
Distributable Account regardless of the amount of its value. The provisions of
this Section 5.5(i) shall also apply to amounts payable to an alternate payee
pursuant to a qualified domestic relations order and, in such a case, shall be
applied solely with reference to the amounts payable to the alternate payee.

         (j) Deadline for Payment. Except as provided in Sections 5.5(a)
(Application) and 5.5(f) (Required Distributions), which may require payments to
begin earlier than required by this Section 5.5(j), or unless the Participant
elects otherwise (which election shall be presumed absent an application for
benefit commencement submitted by the Participant in accordance with Section
5.5(a) (Application)), the payment of benefits under the Plan to such
Participant shall begin not later than the sixtieth (60th) day after the close
of the Plan Year in which occurs the latest of the following:

                  (i)      His reaching his Normal Retirement Age.

                  (ii)     The tenth (10th) anniversary of the date he commenced
                           participation in the Plan.

                  (iii)    The termination of his employment with the Employer
                           Group.

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<PAGE>




         Notwithstanding the foregoing, if the amount of the payment required to
commence on the date determined pursuant to this Section 5.5(j) cannot be
ascertained by such date or if the Plan Administrator has been unable to locate
the Participant after making reasonable efforts to do so, a payment retroactive
to such date may be made no later than sixty (60) days after the earliest date
on which the amount of such payment can be ascertained under the Plan or the
date on which the Participant is located (whichever is applicable).

         (k) Direct Rollovers. A Distributee may elect, at the time and in the
manner prescribed by the Plan Administrator, to have any portion of an Eligible
Rollover Distribution paid directly to an Eligible Retirement Plan specified by
the Distributee in a Direct Rollover.

5.6      Benefit Recipients.

         (a) Distributions to Participants. Except as provided in Section 5.5(k)
(Direct Rollovers) or Section 5.9 (Payments Pursuant to a Qualified Domestic
Relations Orders), payment of Plan benefits shall be made only to the
Participant or, if applicable, to his Beneficiary.

         (b) Distributions to Minors and Incompetent Individuals. If an
individual to whom benefits shall be distributable hereunder shall be a minor or
adjudged mentally incompetent, the Plan Administrator may in its Discretion
direct the Trustee to distribute all or part of such benefits by one or more of
the following methods:

                  (i)      Directly to such minor or incompetent individual;

                  (ii)     To the legal guardian of such individual; or

                  (iii)    To another person for the use or benefit of such
                           individual, but only if pursuant to an order of a
                           court of competent jurisdiction.

Neither the Plan Administrator nor the Trustee shall be required to see to the
application of any such distributions. Distributions made pursuant to this
Section 5.6 shall operate as a complete discharge of the Committee, Trustee, the
Company and the Trust Fund.


                                       55


<PAGE>


5.7 Payment Medium. Benefits payable pursuant to the Plan shall be paid in cash
or, at the election of the Participant for amounts invested in Pulte Homes, Inc.
common stock, in Pulte Homes, Inc. common stock.

5.8 Distribution of Excess Deferrals. A Participant who determines that he has
made Excess Deferrals under this Plan or a combination of this Plan and other
retirement plans in which he may participate shall have the right to notify the
Plan Administrator of the Excess Deferrals and receive a distribution of those
Excess Deferrals attributable to the Plan in accordance with this Section 5.8.

         (a) Notification to Plan Administrator. The Participant may notify the
Plan Administrator in writing not later than the March 1st next following the
calendar year in which such Excess Deferrals were made that he has allocated all
or a portion of his Excess Deferrals to the Plan; provided, however, that a
Participant is deemed to have notified the Plan of Excess Deferrals to the
extent that the Excess Deferrals arise by taking into account only his Elective
Deferrals to this Plan.

         (b) Timing of Distribution. If a Participant notifies the Plan
Administrator of Excess Deferrals allocable to the Plan in accordance with
Section 5.8(a) (Notification to Plan Administrator), the Plan Administrator
shall distribute the portion of the Excess Deferrals which the Participant has
allocated to the Plan, along with any income attributable to such amount, to
that Participant not later than the April 15th next following the calendar year
in which such Excess Deferrals were made. Income attributable to Excess
Deferrals shall be calculated under any method permitted under Section
4.2(a)(iii)(B) (Determination of Income). The amount of Excess Deferrals to be
distributed shall be reduced by the amount of any Excess Elective Deferrals
previously distributed to the Participant for the Plan Year beginning in the
Participant's taxable year.

5.9 Payments Pursuant to a Qualified Domestic Relations Order. Notwithstanding
any other provision of the Plan to the contrary, the Plan Administrator may
instruct the Trustee to make payments to an alternate payee, pursuant to the
terms of a qualified domestic relations order (within the meaning of Code
Section 414(p)), at a time when distributions may not otherwise be permitted
under the Plan. Furthermore, any amount which becomes payable to an alternate
payee

                                       56


<PAGE>


which, with reference only to that amount, is described in Section 5.5(i)
(Small Benefits) shall be paid to the alternate payee as soon as practicable
following receipt by the Plan of a qualified domestic relations order.
Notwithstanding the foregoing, amounts payable to an alternate payee shall
commence not later than the Participant's Normal Retirement Age, notwithstanding
the fact that the alternate payee may not, by such date, have elected to
commence payments.


                                       57

<PAGE>

                                   ARTICLE VI
                        MINIMUM DISTRIBUTION REQUIREMENTS

6.1 Effective Date. The provisions of this Article VI will apply for purposes of
determining required minimum distributions for Distribution Calendar Years
beginning with the 2003 calendar year, as well as required minimum distributions
for the 2002 Distribution Calendar Year that are made on or after January 1,
2002.

6.2 Precedence. The requirements of this Article VI will take precedence over
any inconsistent provisions of the Plan.

6.3 Requirements of Treasury Regulations Incorporated. All distributions
required under this Article VI will be determined and made in accordance with
the Treasury Regulations under Code Section 401(a)(9).

6.4 TEFRA Section 242(b)(2) Elections. Notwithstanding the other provisions of
this Article VI, distributions may be made under a designation made before
January 1, 1984, in accordance with Section 242(b)(2) of the Tax Equity and
Fiscal Responsibility Act (TEFRA) and the provisions of the Plan (or any Merged
Plan) that relate to Section 242(b)(2) of TEFRA.

6.5 Time and Manner of Distribution.

         (a) Required Beginning Date. The Participant's entire interest will be
distributed, or begin to be distributed, to the Participant no later than the
Participant's Required Beginning Date.

         (b) Death of Participant Before Distributions Begin. If the Participant
dies before distributions begin, the Participant's entire interest will be
distributed, or begin to be distributed, no later than as follows:

                  (i)      If the Participant's Surviving Spouse is the
                           Participant's sole designated Beneficiary, then,
                           except as provided in Section 6.9 (Election to Apply
                           5-Year Rule to Distributions to Designated
                           Beneficiaries), distributions to the Surviving Spouse
                           will begin by December 31 of the calendar year


                                       58

<PAGE>



                           immediately following the calendar year in which the
                           Participant died, or by December 31 of the calendar
                           year in which the Participant would have reached an
                           Attained Age of seventy and one-half (70-1/2), if
                           later.

                  (ii)     If the Participant's Surviving Spouse is not the
                           Participant's sole designated Beneficiary, then,
                           except as provided in Section 6.9 (Election to Apply
                           5-Year Rule to Distributions to Designated
                           Beneficiaries), distributions to the designated
                           Beneficiary will begin by December 31 of the calendar
                           year immediately following the calendar year in which
                           the Participant died.

                  (iii)    If there is no designated Beneficiary as of September
                           30 of the year following the year of the
                           Participant's death, the Participant's entire
                           interest will be distributed by December 31 of the
                           calendar year containing the fifth anniversary of the
                           Participant's death.

                  (iv)     If the Participant's Surviving Spouse is the
                           Participant's sole designated Beneficiary and the
                           Surviving Spouse dies after the Participant but
                           before distributions to the Surviving Spouse begin,
                           this Section 6.5(b), other than Section 6.5(b)(i),
                           will apply as if the Surviving Spouse were the
                           Participant.

For purposes of this Section 6.5(b) and Section 6.7 (Required Minimum
Distributions After Participant's Death), distributions are considered to begin
on the Participant's Required Beginning Date (or, if Section 6.5(b)(iv) applies,
on the date distributions are required to begin to the Surviving Spouse under
Section 6.5(b)(i)). If distributions under an annuity purchased from an
insurance company irrevocably commence to the Participant before the
Participant's Required Beginning Date (or to the Participant's Surviving Spouse
before the date distributions are required to begin to the Surviving Spouse
under Section 6.5(b)(i)), the date distributions are considered to begin is the
date distributions actually commence.

         (c) Forms of Distribution. Unless the Participant's interest is
distributed in the form of an annuity purchased from an insurance company or in
a single sum on or before the Required


                                       59


<PAGE>


Beginning Date, as of the first Distribution Calendar Year distributions will be
made in accordance with Sections 6.6 (Required Minimum Distributions During
Participant's Lifetime) and 6.7 (Required Minimum Distributions After
Participant's Death) of this Article VI. If the Participant's interest is
distributed in the form of an annuity purchased from an insurance company,
distributions thereunder will be made in accordance with the requirements of
Code Section 401(a)(9) and the Treasury Regulations.

6.6      Required Minimum Distributions During Participant's Lifetime.

         (a) Amount of Required Minimum Distribution For Each Distribution
Calendar Year. During the Participant's lifetime, the minimum amount that will
be distributed for each Distribution Calendar Year is the lesser of:

                  (i)      the quotient obtained by dividing the Participant's
                           Account balance by the distribution period in the
                           Uniform Lifetime Table set forth in Treas. Reg.
                           Section 1.401(a)(9)-9, using the Participant's age as
                           of the Participant's birthday in the Distribution
                           Calendar Year; or

                  (ii)     if the Participant's sole designated Beneficiary for
                           the Distribution Calendar Year is the Participant's
                           Spouse, the quotient obtained by dividing the
                           Participant's Account balance by the number in the
                           Joint and Last Survivor Table set forth in Treas.
                           Reg. Section 1.401(a)(9)-9, using the Participant's
                           and Spouse's attained ages as of the Participant's
                           and Spouse's birthdays in the Distribution Calendar
                           Year.

         (b) Lifetime Required Minimum Distributions Continue Through Year of
Participant's Death. Required minimum distributions will be determined under
this Section 6.6 beginning with the first Distribution Calendar Year and up to
and including the Distribution Calendar Year that includes the Participant's
date of death.


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<PAGE>


6.7 Required Minimum Distributions After Participant's Death.

         (a)      Death On or After Date Distributions Begin.

                  (i)      Participant Survived by Designated Beneficiary. If
                           the Participant dies on or after the date
                           distributions begin and there is a designated
                           Beneficiary, the minimum amount that will be
                           distributed for each Distribution Calendar Year after
                           the year of the Participant's death is the quotient
                           obtained by dividing the Participant's Account
                           balance by the longer of the remaining Life
                           Expectancy of the Participant or the remaining Life
                           Expectancy of the Participant's designated
                           Beneficiary, determined as follows:

                           (A)      The Participant's remaining Life Expectancy
                                    is calculated using the age of the
                                    Participant in the year of death, reduced by
                                    one for each subsequent year.

                           (B)      If the Participant's Surviving Spouse is the
                                    Participant's sole designated Beneficiary,
                                    the remaining Life Expectancy of the
                                    Surviving Spouse is calculated for each
                                    Distribution Calendar Year after the year of
                                    the Participant's death using the Surviving
                                    Spouse's age as of the Spouse's birthday in
                                    that year. For Distribution Calendar Years
                                    after the year of the Surviving Spouse's
                                    death, the remaining Life Expectancy of the
                                    Surviving Spouse is calculated using the age
                                    of the Surviving Spouse as of the Spouse's
                                    birthday in the calendar year of the
                                    Spouse's death, reduced by one for each
                                    subsequent calendar year.

                           (C)      If the Participant's Surviving Spouse is not
                                    the Participant's sole designated
                                    Beneficiary, the designated Beneficiary's
                                    remaining Life Expectancy is calculated
                                    using the age of the Beneficiary in the year
                                    following the year of the Participant's
                                    death, reduced by one for each subsequent
                                    year.


                                       61


<PAGE>



                  (ii)     No Designated Beneficiary. If the Participant dies on
                           or after the date distributions begin and there is no
                           designated Beneficiary as of September 30 of the year
                           after the year of the Participant's death, the
                           minimum amount that will be distributed for each
                           Distribution Calendar Year after the year of the
                           Participant's death is the quotient obtained by
                           dividing the Participant's Account balance by the
                           Participant's remaining Life Expectancy calculated
                           using the age of the Participant in the year of
                           death, reduced by one for each subsequent year.

         (b)      Death Before Date Distributions Begin.

                  (iii)    Participant Survived by Designated Beneficiary.
                           Except as provided in Section 6.9 (Election to Apply
                           5-Year Rule to Distributions to Designated
                           Beneficiaries), if the Participant dies before the
                           date distributions begin and there is a designated
                           Beneficiary, the minimum amount that will be
                           distributed for each Distribution Calendar Year after
                           the year of the Participant's death is the quotient
                           obtained by dividing the Participant's Account
                           balance by the remaining Life Expectancy of the
                           Participant's designated Beneficiary, determined as
                           provided in Section 6.7(a) (Death On or After Date
                           Distributions Begin).

                  (iv)     No Designated Beneficiary. If the Participant dies
                           before the date distributions begin and there is no
                           designated Beneficiary as of September 30 of the year
                           following the year of the Participant's death,
                           distribution of the Participant's entire interest
                           will be completed by December 31 of the calendar year
                           containing the fifth anniversary of the Participant's
                           death.

                  (v)      Death of Surviving Spouse Before Distributions to
                           Surviving Spouse Are Required to Begin. If the
                           Participant dies before the date distributions begin,
                           the Participant's Surviving Spouse is the
                           Participant's sole designated Beneficiary, and the
                           Surviving Spouse dies before distributions are
                           required to begin to the Surviving Spouse under
                           Section 6.5(b)(i)



                                       62
<PAGE>


                           (Participant Survived by Designated Beneficiary),
                           this Section 6.7(b) will apply as if the Surviving
                           Spouse were the Participant.

6.8      Definitions.

         (a) Designated Beneficiary. The individual who is designated as the
Beneficiary under Section 5.5(d)(iii) (Designation of Beneficiary by
Participant) and is the designated Beneficiary under Code Section 401(a)(9) and
Treas. Reg. Section 1.401(a)(9)-1, Q&A-4.

         (b) Distribution Calendar Year. A calendar year for which a minimum
distribution is required. For distributions beginning before the Participant's
death, the first Distribution Calendar Year is the calendar year immediately
preceding the calendar year which contains the Participant's Required Beginning
Date. For distributions beginning after the Participant's death, the first
Distribution Calendar Year is the calendar year in which distributions are
required to begin under Section 6.5(b) (Death of Participant Before
Distributions Begin). The Required Minimum Distribution for the Participant's
first Distribution Calendar Year will be made on or before the Participant's
Required Beginning Date. The required minimum distribution for other
Distribution Calendar Years, including the required minimum distribution for the
Distribution Calendar Year in which the Participant's Required Beginning Date
occurs, will be made on or before December 31 of that Distribution Calendar
Year.

         (c) Life Expectancy. Life Expectancy as computed by use of the Single
Life Table in Treas. Reg. Section 1.401(a)(9)-9.

         (d) Participant's Account Balance. The Account balance as of the last
Valuation Date in the calendar year immediately preceding the Distribution
Calendar Year (valuation calendar year) increased by the amount of any
contributions made and allocated or forfeitures allocated to the Account balance
as of dates in the valuation calendar year after the Valuation Date and
decreased by distributions made in the valuation calendar year after the
Valuation Date. The Account balance for the valuation calendar year includes any
amounts rolled over or transferred to the Plan either in the valuation calendar
year or in the Distribution Calendar Year if distributed or transferred in the
valuation calendar year.


                                       63


<PAGE>


         (e) Required Beginning Date. The date by which distributions are
required to commence under 5.5(f) (Required Distributions).

6.9 Election to Apply 5-Year Rule to Distributions to Designated Beneficiaries.
If the Participant dies before distributions begin and there is a designated
Beneficiary, distribution to the designated Beneficiary is not required to begin
by the date specified in Section 6.5(b) (Death of Participant Before
Distributions Begin), but the Participant's entire interest will be distributed
to the designated Beneficiary by December 31 of the calendar year containing the
fifth anniversary of the Participant's death. If the Participant's Surviving
Spouse is the Participant's sole designated Beneficiary and the Surviving Spouse
dies after the Participant but before distributions to either the Participant or
the Surviving Spouse begin, this election will apply as if the Surviving Spouse
were the Participant.


                                       64

<PAGE>


                                  ARTICLE VII
                             TOP HEAVY REQUIREMENTS

7.1 Applicability. For each Plan Year in which the Plan is Top Heavy within the
meaning of Section 7.2 (Determination of Top Heavy Status), the restrictions set
forth in Section 7.3 (Top Heavy Restrictions) shall apply.

7.2 Determination of Top Heavy Status. For any Plan Year, the determination as
to whether the Plan is Top Heavy shall be made in accordance with the following
rules:

         (a) General Rule. The Plan shall be determined to be Top Heavy if, as
of the Determination Date, the sum of the Account balances of all Participants
who are Key Employees exceeds sixty percent (60%) of the sum of the Account
balances of all Key Employees and Non-Key Employees.

         (b) Required Aggregation. Notwithstanding Section 7.2(a) (General
Rule), however, there shall be aggregated with the Plan, for purposes of
determining the Plan's Top Heavy status, each other plan of the Company (and of
any member of the Employer Group), whether or not terminated:

                  (i)      in which a Key Employee is a participant, or

                  (ii)     which enables either the Plan or any plan described
                           in (i) above to meet the requirements of Code Section
                           401(a)(4) or 410(b).

         (c) Optional Aggregation. Notwithstanding Section 7.2(a) (General Rule)
or Section 7.2(b) (Required Aggregation), any plan of the Company or of any
member of the Employer Group, whether or not terminated, other than those which
are described in Section 7.2(b) (Required Aggregation), may, at the election of
the Plan Administrator, be considered with the Plan for the purpose of
determining the existence of Top Heavy status, so long as the aggregated plans,
considered as a group, would satisfy the requirements of Code Sections 401(a)(4)
and 410(b).

         (d) Aggregation Rule. In the event any other plan is considered with
the Plan for purposes of determining the existence of Top Heavy status whether
pursuant to Section 7.2(b)


                                       65


<PAGE>

(Required Aggregation) or 7.2(c) (Optional Aggregation), the Plan shall be
considered Top Heavy only if the sum of (i) and (ii) below exceeds sixty percent
(60%) of (iii), where

                  (i)      is the sum of the account balances (within the
                           meaning of Code Section 416(g)) of all Key Employees
                           under all of the defined contribution plans which are
                           being aggregated;

                  (ii)     is the sum of the present values of the accrued
                           benefits (within the meaning of Code Section
                           416(g)(4)(F)) for Key Employees under all of the
                           defined benefit plans which are being aggregated; and

                  (iii)    is the sum of the account balances and present values
                           of accrued benefits (within the meaning of Code
                           Section 416(g)) for all Key Employees and Non-Key
                           Employees under all plans which are being aggregated.

For purposes of this Section 7.2(d), the values of account balances and present
values of accrued benefits for plans being aggregated with the Plan shall be
determined as of the determination date of such plan(s) which falls within the
same calendar year as the Determination Date for the Plan.

         (e) Special Computation Rules. The following rules shall be applied in
determining the Top Heavy status of the Plan under this Section 7.2 and for
purposes of aggregating the Plan with another plan of the Company (or Employer
Group) in order to evaluate the Top Heavy status of such other plan.

                  (i)      The value of an Account for purposes of this Section
                           7.2 shall mean its balance as of the Valuation Date
                           coincident with or next preceding the Determination
                           Date, including Company Contributions, if any,
                           actually made after the Valuation Date but on or
                           before the Determination Date.

                  (ii)     The value of an Employee's (or former Employee's)
                           Account shall be increased by the value of all
                           distributions to that Employee (or former Employee)
                           from the Plan, and from any terminated plan which,
                           had it not been terminated, would have been required
                           to be aggregated with the Plan


                                       66

<PAGE>



                           under Section 7.2(b) (Required Aggregation),
                           including any direct transfers to another plan, but
                           excluding distributions which are rolled over or
                           transferred by the Employee to another plan
                           maintained by a member of the Employer Group,
                           occurring during the one (1) year period ending on
                           the Determination Date unless already included in the
                           value of the Account under paragraph (i).

                  (iii)    If an Employee has not performed any services for the
                           Employer Group during the one (1) year period ending
                           on the Determination Date, his Account shall not be
                           considered.

                  (iv)     The value of an Account shall include the allocable
                           portion of any contribution which is required to be
                           made under Code Section 412 to any plan which is
                           aggregated with the Plan pursuant to Section 7.2(b)
                           (Required Aggregation) or Section 7.2(c) (Optional
                           Aggregation), and which would be allocated as of any
                           date not later than the Determination Date, whether
                           or not such contribution has been made or is due as
                           of the date of computation.

                  (v)      Transferred Assets shall be excluded in determining
                           the value of an Employee's (or former Employee's)
                           Account for purposes of this Section 7.2 if the
                           transfer occurred at the initiation of the Employee
                           (or former Employee) and did not include funds
                           distributed from a plan maintained by any member of
                           the Employer Group.

                  (vi)     The Account of any individual who is a Non-Key
                           Employee, but who was a Key Employee for any prior
                           Plan Year, shall not be taken into account.

                  (vii)    The accrued benefit of a Participant (other than a
                           Key Employee) shall be determined under the method,
                           if any, that uniformly applies for accrual purposes
                           under all defined benefit plans maintained by the
                           Employer Group, or, if there is no such uniform
                           method, as if such benefit accrued



                                       67

<PAGE>


                           not more rapidly than the slowest accrual rate
                           permitted under the fractional rule of Code Section
                           411(b)(1)(C).

7.3 Top Heavy Restrictions. For each Plan Year in which the Plan is determined
to be Top Heavy, the following requirements shall become effective, superseding,
for that Plan Year, any other provisions of the Plan to the contrary.

         (a) Minimum Required Allocation for Non-Key Employees. Prior to
performing an allocation of Company Contributions (and forfeitures, if
applicable) for the Plan Year pursuant to Section 4.1 (Participants' Shares of
Contributions), the Plan Administrator shall allocate to the Account of each
Participant who is a Non-Key Employee, and who, as of the last day of the Plan
Year, has not terminated his Company employment, whether or not that Participant
is otherwise entitled to an allocation pursuant to Section 4.1 (Participants'
Shares of Contributions), an amount from Company Contributions equal to three
percent (3%) of such Participant's Total Compensation. The balance, if any, of
Company Contributions for the Plan Year shall then continue to be allocated in
accordance with the provisions of Section 4.1 (Participants' Shares of
Contributions). Matching Contributions shall be taken into account, and
considered part of, any Company Contributions required under this Section
7.3(a).

         (b) Adjustment for Small Contributions. Notwithstanding the provisions
of Section 7.3(a) (Minimum Required Allocation for Non-Key Employees), the
amount which is required to be allocated to the Accounts of Participants who are
Non-Key Employees need not be greater than the largest allocation to the Account
of a Key Employee Participant, expressed as a percentage of that Key Employee's
Total Compensation, as limited by Code Section 401(a)(17). For purposes of
determining the largest allocation to the Account of a Key Employee Participant,
Elective Deferrals shall be included.

         (c) Alternative Method for Satisfying the Minimum Allocation
Requirement. In the event a Participant who is a Non-Key Employee (who is
entitled to a minimum allocation pursuant to Section 7.3(a) (Minimum Required
Allocation for Non-Key Employees)) participates both in this Plan and another
Qualified plan of the Employer Group, then:


                                       68

<PAGE>



                  (i)      If the other plan is a defined contribution plan, any
                           Company contributions made for the Participant to the
                           other plan (including employer matching contributions
                           described in Code Section 401(m)) may be considered
                           contributions made toward the minimum required
                           allocation for the Participant under this Plan.

                  (ii)     In the event the other plan is a defined benefit
                           plan, the minimum allocation required to be provided
                           to the Participant under this Plan shall be an amount
                           determined by substituting five percent (5%) in each
                           place where three percent (3%) appears in Section
                           7.3(a) (Minimum Required Allocation for Non-Key
                           Employees) and Section 7.3(b) (Adjustment for Small
                           Contributions) shall not apply.

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<PAGE>




                                  ARTICLE VIII
                            TERMINATION OF EMPLOYMENT

8.1 Dissolution. If a Participant's employment with the Company terminates by
reason of complete or partial liquidation or dissolution of the Company, then
the Participant's employment shall be deemed to have terminated under Section
5.2(a) (Termination of Employment) as of the effective date of the liquidation
or dissolution.

8.2 Termination in Other Circumstances. If a Participant's employment terminates
for any reason other than the liquidation or dissolution of the Company under
Section 8.1 (Dissolution), he shall be entitled to only such benefits as are
provided by Article V (Benefits and Distributions).

8.3 Temporary Absence and Military Service. Any absence from active employment,
other than during vacations, holidays and nonbusiness hours, constitutes the
termination of employment, except as follows:

         (a) Leaves, Illness, Layoffs. Absence for less than one (1) year on
account of (i) illness, (ii) mental or physical disability (other than Permanent
and Total Disability), (iii) an occurrence for which leave is taken which
qualifies under FMLA (if the provisions of FMLA apply to the Company), (iv)
leave of absence granted in accordance with uniform rules so that all Employees
in similar circumstances are treated alike, or (v) temporary layoff (whether or
not of indefinite duration). If, however, a Participant does not resume active
employment within thirty (30) days from the expiration of the illness,
disability or non-FMLA leave of absence, or if he fails promptly to report for
work upon being recalled from the layoff, his employment or participation, as
the case may be, shall terminate upon his recovery from illness or disability or
the expiration of his leave of absence or his being recalled from temporary
layoff, as the case may be.

         (b) Armed Forces. Absence for the purpose of becoming a member of the
Armed Forces of the United States; provided, however, that if he does not resume
active employment within the period during which he has reemployment rights
under the Uniformed Services


                                       70

<PAGE>


Employment and Re-employment Rights Act, as amended or superseded, his
employment shall be deemed to have terminated on the date his absence began.

         (c) Inactive Status. During any period when a Participant or other
Employee is not in fact actively employed by the Company, he shall not be
regarded as receiving any Creditable Compensation except that which the Company
actually pays to him during the period.

         (d) Short Absences. An absence not exceeding twenty (20) working days
shall not constitute a termination of employment if employment is immediately
thereafter resumed and the Plan Administrator shall determine in its Discretion
that the Participant in question had a satisfactory excuse for the absence.

         (e) Corrective Actions. If contributions or other credit or debit items
are allocated to a Participant's Account due to the provisions of Section 8.3(a)
(Leaves, Illness, Layoffs) or 8.3(b) (Armed Forces), and it is later determined
that the Participant's employment should have terminated, then the Trustee upon
notification thereof shall treat such allocations as erroneous and shall, within
the limits of practicality, endeavor to undo the effects of the allocation.

         (f) Mutual Agreement. The foregoing provisions of this Section 8.3
shall not prevent the Company and the Participant or other Employee in question
from mutually determining that his status as an Employee shall terminate at any
designated time, either with or without cause.

8.4 No Longer Covered Employee. During any Plan Year in which a Participant has
at no time been a Covered Employee, he shall not be deemed a Participant for
purposes of allocations under Section 4.1 (Participants' Shares of
Contributions) even though he may for other purposes still be a Participant;
provided, however, that if such failure is due to absences which are counted as
periods of employment under Section 8.3 (Temporary Absence and Military
Service), then Section 8.3 (Temporary Absence and Military Service) shall be
controlling rather than this Section 8.4.



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<PAGE>
                                   ARTICLE IX
                              COMMITTEE AND COMPANY

9.1 Composition of Committee.

         (a) Appointment of Members. The Plan shall be administered by a
Committee of three (3) or more Employees (or other individuals familiar with the
affairs and personnel of the Company) who shall be appointed by, and hold office
at the pleasure of, the Board of Directors of Pulte Homes, Inc. Vacancies in the
Committee resulting from death, resignation, removal or otherwise shall be
promptly filled by the Board of Directors of Pulte Homes, Inc., but the
Committee may exercise its powers and authority notwithstanding the existence of
vacancies. At any time that there are no current members of the Committee, Pulte
Homes, Inc. shall perform the functions of the Committee.

         (b) Plan Administrator. Whosoever performs the functions of the
Committee shall be the Plan Administrator as defined in the Act. Benefits under
this Plan will be paid only if the Plan Administrator (or its delegate) decides
in its Discretion that the applicant is entitled to them.

9.2 Removal and Resignation. A member of the Committee may resign at any time
upon not less than ten (10) days' written notice to the Board of Directors of
Pulte Homes, Inc. specifying the effective date of the resignation. A member may
be removed or appointed by such Board for any reason or for no reason and at any
meeting of the Board, whether or not called for that purpose.

9.3 Actions. The Committee shall act by a majority of its members at the time in
office, and such action may be taken either by vote at a meeting or in writing
without a meeting. A member of the Committee shall not vote or act on any matter
relating solely to himself.

9.4 Officers. The Committee may appoint from among its number a Chairman to
preside at its meetings and a Secretary, who need not be a member, to keep
records of its meetings and activities and to perform other duties and functions
that the Committee may prescribe. It may in like manner designate any one or
more of its members or its Secretary to execute any instrument or document upon
its behalf, and the action of that person shall have the same force and effect
as


                                       72
<PAGE>

if taken by the entire Committee. In the event of such authorization, the
Committee shall in writing notify the other Administrative Parties of the
action, and those parties shall be entitled to rely upon such notification until
the Committee gives written notification to the contrary.

9.5 Duties of Employer. In addition to its other duties and responsibilities set
forth in this Plan, the Employer shall:

         (a) Provide Notification. Notify Covered Employees of the Plan,
including the basic provisions thereof, and keep them and the other
Administrative Parties advised from time to time of any contributions thereto,
any substantial changes therein, and any discontinuance, suspension or
termination thereof, as well as the identities of, and any changes in, the
Committee members and the Trustee.

         (b) Maintain Records. Maintain records with respect to each Employee
sufficient to determine the benefits due, or which may become due, to such
Employee under the Plan.

         (c) Furnish Information. Furnish the Committee with all information
necessary for the performance of the Committee's duties under this Plan.

         (d) Furnish Lists and Data. Promptly after each Anniversary Date, or
such other date or dates as may be necessary to the Proper administration of the
Plan, furnish the Committee and the Trustee with a reasonably detailed list of
all Participants, and of all Covered Employees who are eligible to become
Participants, as of such Anniversary Date (or other date).

         (e) Make Available Materials. Make available to the Committee for its
inspection, at all reasonable times, all such books and records of the Company
as may be reasonably necessary for the Committee's performance of its duties
under this Plan, including but not limited to the Company's personnel records,
annual reports and financial statements; provided, however, that the Committee
shall not be required to make such inspection but may in good faith rely upon
any statement or information furnished by or on behalf of the Company.

9.6 Duties of Committee. In addition to its other duties and responsibilities
set forth in this Plan, the Committee shall:



                                       73
<PAGE>

         (a) Maintain Data. Maintain or cause to be maintained the data and
information necessary for the administration of the Plan, including all
statements, reports and other information furnished to it by the other
Administrative Parties.

         (b) Make Records Available. Make available to each Participant, at all
reasonable times during business hours, a copy of this Plan and such of the
Committee's records as pertain to such Participant or his Account.

         (c) Provide Forms. Furnish Participants at appropriate times, or upon
request, with forms for designations of Beneficiary and methods of settlement,
as provided in Section 5.5(d) (Payment of Death Benefits) and for election of
distribution options, obtaining Spouse consent, if necessary, explanations of
retirement benefit options and any other form or notice required for the Proper
operation of the Plan.

         (d) Accept/Reject Forms. Indicate acceptance or rejection of
designations of Beneficiaries or methods of settlement.

         (e) Furnish Allocation Information. Promptly furnish to the Trustee the
information necessary to determine the amount allocable to each Participant's
Account.

         (f) Furnish Participant Information. Furnish to the Trustee such other
certificates, information and documents as the Trustee may reasonably require,
relating (but not limited) to such matters as: the identities and addresses of
all Participants and Beneficiaries; the age, compensation, Normal Retirement
Date, and employment record of every Participant; and the date of, and reasons
for, termination of a Participant's employment.

         (g) Establish and Administer Investment Funds. Establish, from time to
time, Investment Funds consistent with the Plan's funding policy, and establish
procedures by which Participants can elect to invest their Accounts in the
Investment Funds pursuant to Section 10.8 (Investment Funds).

9.7 Duties of the Plan Administrator. In addition to those duties imposed upon
the Plan Administrator by the Act or by other provisions of this Plan, the Plan
Administrator shall:



                                       74
<PAGE>

         (a) Establish Procedures for Benefit Claims. Adopt and notify all
Participants of the terms of a uniform claims procedure which provides (i) a
procedure for claiming benefits under the Plan; (ii) adequate written notice to
any Participant or Beneficiary whose claim for benefits under the Plan is
denied, setting forth the reasons for such denial; and (iii) a reasonable
opportunity to any Participant or Beneficiary whose claim for benefits is denied
to obtain full and fair review of the decision of the Plan Administrator denying
such claim.

         (b) Establish Rules for Participation Agreements. Establish and
communicate to Covered Employees a procedure for execution and delivery of
Participation Agreements and develop and communicate to Covered Employees
administrative rules concerning designation of participation levels, timing of
designations, and related matters.

         (c) Establish Procedures for Domestic Relations Orders. Establish
reasonable procedures for determining the existence of a "qualified domestic
relations order" within the meaning of Code Section 414(p) and notify affected
persons of such procedures.

9.8 Claims Procedure.

         (a) Written Notice. If a claim for benefits under the Plan is denied in
whole or in part, the claimant shall be notified in writing of the denial, the
specific reason for the denial, the Plan provisions on which the denial is
based, an explanation of the Plan's review procedures under Section 9.8(c)
(Appeals), including applicable time limits, a description of any additional
materials necessary to perfect the claim, with an explanation of why such
material is necessary, and a statement that the claimant has the right to bring
a civil action if there is still an adverse determination after the review.

         (b) Timing of Determination. Generally, notice of the claim
determination shall be issued within ninety (90) days after the claim has been
filed with the Plan Administrator. If special circumstances require an extension
of time for processing the claim, the ninety (90) day period may be extended up
to an additional ninety (90) days, to a total of one hundred eighty (180) days,
provided that the claimant is notified of the need for an extension within the
original ninety (90) day period, and the date by which the Plan Administrator
expects to render a final decision.



                                       75
<PAGE>

         (c) Appeals. In the event a claim for benefits under the Plan is
denied, in whole or in part:

                  (i)      The claimant (or his duly authorized representative)
                           shall be entitled to request in writing a review of
                           the denial of his claim by the Plan Administrator
                           within sixty (60) days after the claimant receives
                           notice of the denial of his claim.

                  (ii)     The claimant (or his duly authorized representative)
                           may review pertinent Plan documents and submit issues
                           and comments to the Plan Administrator in writing.

                  (iii)    Claim reviewers shall grant no deference to the
                           original determination, but shall assess the
                           information provided as if initially assessing the
                           claim. Those individuals reviewing claims shall be
                           different from, and not subordinate to, those who
                           made the initial claim determinations.

                  (iv)     All written claims that are neither granted nor
                           denied in accordance with Section 9.8(b) (Timing of
                           Determination) shall be deemed denied and the
                           claimant shall be deemed to have filed a written
                           request for review.

                  (v)      The decision of the Plan Administrator on review
                           shall be rendered within sixty (60) days after the
                           request for review is received by the Plan
                           Administrator unless special circumstances require an
                           extension of time for processing the claim, in which
                           case a decision shall be rendered not later than one
                           hundred twenty (120) days after receipt of a request
                           for review by the Plan Administrator.

                  (vi)     The claimant shall be furnished with written notice
                           of any such extension of time prior to the
                           commencement of the extension, which shall provide a
                           description of the special circumstances that
                           necessitate the extension and state the date the
                           determination on review is expected.



                                       76
<PAGE>

                  (vii)    If the decision of the Plan Administrator on review
                           is not furnished within the time specified in
                           paragraph (v) above, the claim shall be deemed denied
                           on review.

                  (viii)   The decision of the Plan Administrator on review
                           shall be in writing and shall include specific
                           reasons for the decision and specific references to
                           the pertinent Plan provisions on which the decision
                           is based. The decision shall include a statement that
                           the claimant is entitled to copies of documents
                           relevant to the claim and a statement describing any
                           voluntary appeal procedures and the claimant's right
                           to take the matter to court. The decision of the Plan
                           Administrator on review is final.

9.9 Powers. The Plan Administrator shall have any and all powers and authority
which shall be Proper to enable it to carry out its duties under this Plan,
including by way of illustration and not limitation (i) the powers and authority
contemplated by the Act and by the Code with respect to Qualified plans and (ii)
the powers and authority to make rules and regulations in respect of the Plan
not inconsistent with this Plan, the Code or the Act and to determine,
consistently therewith, all questions that may arise as to the status and rights
of Participants and Beneficiaries and any other persons. The Employer shall
likewise have any and all powers and authority which shall be Proper to enable
it to carry out its duties under this Plan. The Plan Administrator may retain
such consultants, attorneys, or advisors as it may deem Proper in order to carry
out its duties under the Plan and the fees and expenses for retaining such
attorneys, consultants, or advisors may be charged as an expense of the Plan.

9.10 Discretion; Nondiscrimination. Wherever it is provided in this Plan that
the Plan Administrator or its delegee may perform or not perform any act, or
permit or consent to any action, nonaction or procedure, or wherever the Plan
Administrator is given discretionary power or authority, the Plan Administrator
shall have exclusive Discretion in the premises; provided, however, that the
Plan Administrator shall not exercise its Discretion in such a manner as to
violate the Code or the Act or knowingly to discriminate either for or against
any Participant, Covered Employee or Beneficiary or any group of such persons.



                                       77
<PAGE>

9.11 Fiduciaries and Named Fiduciaries.

         (a) Identity. The Employer, the Committee and the Trustee shall be
named fiduciaries under the Plan, within the meaning of Section 402(a) of the
Act, solely to the extent of their respective responsibilities specified in the
Plan and the Trust. The Committee shall exercise all discretionary authority and
control which is not specifically granted to the Employer or the Trustee with
respect to management of the Plan.

         (b) Responsibility. Each fiduciary (including named fiduciaries) under
this Plan shall be solely responsible for its own acts or omissions. Except to
the extent required by the Act, no fiduciary shall have the duty to question
whether any other fiduciary is fulfilling all of the responsibilities imposed
upon such other fiduciary by Federal or State law. No fiduciary shall have any
liability for a breach of fiduciary responsibility of another fiduciary with
respect to this Plan unless it participates knowingly in such breach, knowingly
undertakes to conceal such breach, has actual knowledge of such breach and fails
to take reasonable remedial action to remedy said breach or, through its
negligence in performing its own specific fiduciary responsibilities which give
rise to its status as a fiduciary, it enables such other fiduciary to commit a
breach of the latter's fiduciary responsibility.

         (c) Prior Actions. No fiduciary shall be liable with respect to a
breach of fiduciary duty if such breach is committed before it became a
fiduciary or after it ceased to be a fiduciary.

         (d) Allocation of Responsibility. The named fiduciaries may allocate
their fiduciary responsibilities (other than trustee responsibility within the
meaning of Section 405(c)(3) of the Act) among themselves and may make provision
for the delegation of fiduciary responsibility (other than trustee
responsibility within the meaning of Section 405(c)(3) of the Act) under the
Plan to persons who are not named fiduciaries of the Plan. Such allocation or
delegation shall be accomplished by a written instrument executed by the named
fiduciary or fiduciaries in question, which instrument may be revoked at any
time by the named fiduciary. If the fiduciary responsibilities (other than
trustee responsibility within the meaning of Section 405(c)(3) of the Act) of a
named fiduciary are allocated or delegated to any other person, the named
fiduciary shall not be liable for the acts or omissions of such person, except
to the extent that the named fiduciary violated Section 404(a)(1) of the Act:



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<PAGE>

                  (i)      With respect to such allocation or delegation, or

                  (ii)     With respect to the establishment or implementation
                           of the method for accomplishing such allocation or
                           delegation specified above, or

                  (iii)    By continuing such allocation or delegation.

         (e) Multiple Capacities. Any person or entity may serve in more than
one (1) fiduciary capacity under the Plan, as, for example, serving on the
Committee and as Trustee.

         (f) No Relief for Fraud. Nothing in this section shall be deemed to
relieve any person from liability for his own willful misconduct or fraud.




                                       79
<PAGE>

                                    ARTICLE X
                  THE TRUSTEE AND TRUST AGREEMENT; INVESTMENTS

10.1 The Trustee. The Employer has entered into a Trust Agreement under the
terms of which a Trust Fund has been established to receive and hold
contributions payable by the Company pursuant to the Plan and the Prior Plan.
The Trustee may be removed and replaced by any successor Trustee, from time to
time by action of Pulte Homes, Inc.

10.2 Form and Terms of the Trust Agreement. The Employer may from time to time
modify the form and terms of the Trust Agreement to accomplish the purposes of
the Plan.

10.3 Fiduciary of Trust Fund. Except to the extent that such authority and duty
are transferred to the Employer, the Committee, to Participants (within the
meaning of Section 404(c) of the Act), or to an Investment Manager pursuant to
the Plan or the Trust Agreement, the Trustee shall be the fiduciary with respect
to the investment, management and control of the Trust Fund with full
Discretion, management and control thereof. The Employer may transfer to itself,
the Committee or an Investment Manager the authority and duty to direct the
investment of all or part of the Trust Fund. Such transfer shall be made by
written instrument executed on behalf of the Employer and by the party so
appointed, who shall thereby acknowledge that he is a fiduciary under the Plan
with respect to investments of the Plan's assets. If such authority and duty
have been transferred to the Committee, the Committee may appoint an Investment
Manager in the same manner as provided for above to direct the investment and
management of the assets of the Trust Fund. Upon any such transfer of authority
and duty, the Employer, the Committee or the Investment Manager, as the case may
be, shall be the fiduciary with respect to the investment and management of such
assets of the Trust Fund, and the Trustee shall be relieved of all
responsibility with respect to the investment and management thereof.

10.4 Transfer of Investment Authority. In the event that the authority and duty
to direct the investment of all or part of the Trust Fund are transferred to a
party other than the Trustee, the following rules shall apply.

         (a) Transfer to Employer. If investment direction is transferred to the
Employer or the Committee, the Trustee shall not be liable or responsible for
the consequences arising from


                                       80
<PAGE>

the Trustee's compliance with the directions of the Employer or the Committee
which are made in accordance with the terms of the Trust and which are not
contrary to the provisions of applicable law regulating such investment and
management of the assets of an employee benefit trust.

         (b) Transfer to Investment Manager. If investment direction is
transferred to an Investment Manager, the Trustee shall not be liable or
responsible for any consequences arising from the Trustee's compliance with
investment or management directions received by the Trustee from the Investment
Manager. The Trustee shall be under no duty to question any directions of the
Investment Manager, nor to review in any respect the manner in which the
Investment Manager exercises its authority and discharges its duties with
respect to the assets of the Trust Fund as to which it has been so appointed.

         (c) Transfer to Participants. In the event the Employer has transferred
investment authority to Participants, within the meaning of Section 404(c) of
the Act, the Trustee shall not be liable or responsible for any consequences
arising from the Trustee's compliance with investment instructions received by
the Trustee from the Participants.

10.5 Bonding. Except as otherwise exempted by Section 412 of the Act, every
fiduciary of the Plan, within the meaning of the Act, and every person who
handles funds or other property of the Plan shall be bonded in accordance with
Section 412 of the Act.

10.6 Investment in Employer Securities. Notwithstanding any other provisions of
the Plan or the Trust Agreement to the contrary, the Trustee shall be authorized
to invest an amount not in excess of one hundred (100%) of the fair market value
of the assets of the Trust Fund, net of Elective Deferrals and earnings
allocable thereto, determined as of the date such investment is made, in
qualifying employer securities (as defined in Section 407(d)(5) of the Act). The
Trustee shall also be authorized to invest up to ten percent (10%) (or such
greater amount as directed by the Participant under Section 10.4(c) (Transfer to
Participants)), determined as of the date such investment is made, of the fair
market value of Elective Deferrals and earnings allocable thereto, in qualifying
employer securities (as defined in Section 407(d)(5) of the Act).



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<PAGE>

10.7 Funding Policy. The Committee shall from time to time establish a funding
policy and method consistent with the objectives of the Plan and the
requirements of Title I of the Act. The funding policy and method so established
shall be reviewed by the Committee at least annually. In establishing and
reviewing such funding policy and method, the Committee shall consider the
short-term and long-term investment objectives and financial needs of the Plan,
taking into account the need for liquidity to pay for benefits and the need for
investment growth. All actions of the Committee in accordance with this Section
10.7 shall be communicated to the Trustee and to the Employer.

10.8 Investment Funds.

         (a) Participants' Interests in Investment Funds. The Trust Fund shall
consist of one or more Investment Funds in which each Participant with any
interest therein shall have an undivided proportionate interest. Each
Participant's undivided proportionate interest in each Investment Fund shall be
determined according to the ratio that the value of the portion of such
Participant's Account which is invested in that Investment Fund bears to the
total value of all Participants' Accounts (or portions of them) invested in that
Investment Fund on the date of determination.

         (b) Addition or Deletion of Investment Funds. The Committee shall have
the right to establish additional Investment Funds and abolish Investment Funds
at any time, in its Discretion, in furtherance of the funding policy and
investment objectives established by the Committee.

         (c) Participant Elections. Whenever there shall exist two (2) or more
Investment Funds, each Participant may elect the portion of his Account which is
to be invested in each Investment Fund (or change an existing election). The
election (or change of an existing election) may apply both to the existing
Account balance and to future contributions and earnings thereon or, in the
Committee's Discretion, a Participant may elect to apply his investment election
separately to the Account and to future contributions and earnings thereon. Such
election (or change in an existing election) shall be accomplished in accordance
with procedures established by the Committee governing the percentage increments
in which




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<PAGE>

elections may be made, the portion of each Participant's Account which will be
subject to investment by the Participant and the manner in which such elections
can be made.

         (d) Implementation. The Committee may instruct the Trustee to transfer
amounts among the Investment Funds in order to implement the instructions of
Participants concerning investment of their Accounts.




                                       83
<PAGE>

                                   ARTICLE XI
                            TERMINATION AND AMENDMENT

11.1 Termination of Plan. It is the present intention of the Company permanently
to maintain the Plan and continue to make contributions under Section 3.1 (Time
and Amount of Company Contributions); provided, however, that subject to the
requirements of the Act and the Code:

         (a) DiVosta and Company, Inc., acting through its Board of Directors,
reserves the right at any time to revoke or terminate the Plan in its entirety
or to partially terminate the Plan, or to terminate or temporarily or
permanently suspend its liability to make contributions to the Trust. Each
Company, acting through its Board of Directors, retains the right to terminate
the Plan to the extent that it relates to that Company and its Employees.

         (b) In the event of any termination, partial termination or suspension
under paragraph (a) above, the Company shall give such timely notice thereof to
the Internal Revenue Service and the Department of Labor as may be required by
provisions of the Act or Code.

         (c) In the event of any termination, partial termination or permanent
suspension under paragraph (a) above, and subject to the right of each affected
Participant (as to whom the Plan has terminated or with respect to whom a
permanent suspension has occurred) to the amount credited to his Account at the
time of termination, suspension, or partial termination shall immediately be
Nonforfeitable.

         (d) Termination of the Plan shall not have the effect of reducing or
eliminating any protected benefit, within the meaning of Code Section 411(d)(6)
and regulations promulgated thereunder.

11.2 Liquidation of Plan. In the event of termination of the Plan without
establishment of a successor plan, the Trustee shall proceed as promptly as
possible, subject to any directions from the Committee, to liquidate all
investments, and shall thereupon determine the value of each Participant's
Account under Section 4.6 (Distributable
Accounts) as of the date of termination. After each such Account has been
appropriately adjusted to cover any expenses of distribution and final
liquidation costs, the Trustee shall pay the balance of such Account to the
Participant




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<PAGE>

(or, if deceased, his Beneficiary) in a lump sum. For purposes of this Section
11.2, the term "successor plan" means any other defined contribution plan (other
than an employee stock ownership plan) maintained by the Employer that exists at
the time the Plan is terminated or within the period ending twelve (12) months
after distribution of all assets from the Plan. Such other plan shall not be
treated as a successor plan, however, if fewer than two percent (2%) of the
employees who are eligible under this Plan at the time of its termination are or
were eligible under the other plan at any time during the twenty-four (24) month
period beginning twelve (12) months before the time of the termination.

11.3 Termination of Trust. Notwithstanding termination of the Plan, the Trust
shall terminate when the Trust Fund is entirely paid out and distributed in
accordance with its terms and the terms of this Plan.

11.4 Amendment. DiVosta and Company, Inc., acting through its Board of Directors
or its delegate, reserves the right at any time and from time to time, to amend
the Plan, without the consent of any Participant or Beneficiary, or any other
Company in any manner which it deems to be Proper, whether or not (i) for
reasons of business necessity or (ii) for the purpose of causing the Plan and
Trust to be Qualified or to continue to be Qualified.

         (a) No Increase in Liabilities. No such amendment, except upon written
consent of the affected person, shall increase the duties or liabilities of the
Trustee or the Committee, or diminish their remuneration.

         (b) Retroactivity Allowed. Any modification, alteration or amendment
may be made effective retroactively within the limits satisfactory to the
Internal Revenue Service and the Department of Labor.

         (c) Benefits Preserved. Notwithstanding anything contained in this
Section 11.4 to the contrary, no amendment to the Plan shall decrease the
Account balance of any Participant or have the effect of eliminating or reducing
any protected benefit within the meaning of Code Section 411(d)(6) or any early
retirement benefit or retirement-type subsidy or eliminating an optional form
for payment of benefits with respect to benefits attributable to service
accumulated prior to the amendment.



                                       85
<PAGE>

         (d) Vesting Changes. In the event the Employer adopts an amendment to
the Plan which changes the Plan's vesting provisions such that the
Nonforfeitable percentage of any Participant, when determined under the Plan as
so amended, would at any time be less than would have been the case absent such
amendment, then the following rules shall apply.

                  (i)      Election. Each Participant who has completed at least
                           three (3) years of service (within the meaning of
                           Treas. Reg. Section 1.411(a)-8T(b)(3)) shall be
                           permitted to elect, during the election period
                           described in (ii), to have his Nonforfeitable
                           percentage determined without regard to such
                           amendment.

                  (ii)     Election Period. The election described in paragraph
                           (i) may be made during the period which begins not
                           later than the date on which the Plan amendment is
                           adopted and which ends no earlier than the latest of
                           the following dates:

                           (A)      The date which is sixty (60) days after the
                                    day the Plan amendment is adopted.

                           (B)      The date which is sixty (60) days after the
                                    day the Plan amendment becomes effective.

                           (C)      The date which is sixty (60) days after the
                                    day the Participant is issued written notice
                                    of the Plan amendment by the Employer or
                                    Plan Administrator.




                                       86
<PAGE>

                                   ARTICLE XII
                                  MISCELLANEOUS

12.1 No Reversions. Except as otherwise provided by Section 3.2 (Contributions
Conditioned Deductibility) or Section 4.3 (Limitations on Annual Contributions
and Additions), the assets of the Plan shall never inure to the benefit of the
Company and shall be held for the exclusive purposes of providing benefits to
Participants and their Beneficiaries and defraying reasonable expenses of
administering the Plan; and the Company shall not be entitled to receive or
recover any part of its contributions to the Trust or the earnings thereon.

12.2 Merger, Consolidation, Etc.

         (a) Transfers to Other Plans. In no event may the Plan be merged or
consolidated with, or the assets or liabilities of the Plan transferred to, any
other Qualified plan, unless each Participant would (if such other Qualified
plan were terminated after such merger, consolidation or transfer of assets or
liabilities) receive a benefit immediately after such merger, consolidation or
transfer which is not less than the benefit he would have been entitled to
receive (including protected benefits within the meaning of Code Section
411(d)(6) and regulations promulgated thereunder) had the Plan been terminated
immediately before such merger, consolidation or transfer.

         (b) Transfers From Other Plans. The Employer may authorize the
acceptance of a transfer of assets and liabilities directly to the Plan from
another Qualified plan. In any such case the Plan shall preserve any features of
the transferring plan which constitute protected benefits within the meaning of
Code Section 411(d)(6). In no event may the Employer authorize the acceptance of
a transfer of assets and liabilities from another Qualified plan unless each
Participant would (if this Plan were terminated after such transfer of assets
and liabilities) receive a benefit immediately after such merger, consolidation
or transfer which is not less than the benefit he would have been entitled to
receive (including protected benefits within the meaning of Code Section
411(d)(6) and regulations promulgated thereunder) had such other Qualified plan
been terminated immediately before such transfer.



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12.3 Spendthrift Provision.

         (a) No Assignment Permitted. To the extent permitted by law, no
benefits, payments, proceeds, claims, rights or interest of any Participant or
Beneficiary in, to or under the Plan, the Trust or any part of the Trust Fund,
shall be liable or subject to the debts, contracts, liabilities, engagements or
torts of any such person, directly or indirectly, or subject to any claim of any
creditor of such person, through legal process or otherwise; nor shall any such
Participant or Beneficiary be able or permitted, voluntarily or involuntarily,
to transfer, encumber, pledge, anticipate, alienate or assign any such benefits,
payments, proceeds, claims, rights or interest, contingent or otherwise, except
as provided in Section 5.4 (Loans to Participants) and Section 12.3(b)
(Qualified Domestic Relations Orders). It is the intention and purpose of the
parties to this Plan to place the absolute title to the Trust Fund in the
Trustee alone, with power and authority to pay out the same only as provided in
this Plan.

         (b) Qualified Domestic Relations Orders. Notwithstanding Section
12.3(a) (No Assignment Permitted), the Trustee shall honor an assignment to, or
an order to segregate assets for, or instructions to make benefit payments to a
person other than a Participant or Beneficiary if the Plan Administrator so
directs and the Plan Administrator has determined that there exists either (i) a
domestic relations order entered before January 1, 1985, under which payments
are being made or which the Plan Administrator determines should be honored or
(ii) a "qualified domestic relations order," within the meaning of Code Section
414(p), pursuant to which such assignment, segregation, or payment is required.
The Plan Administrator shall establish written procedures for determining the
existence of a "qualified domestic relations order" and for compliance by the
Plan with the applicable provisions thereof.

12.4 Execution of Instruments. Except as otherwise expressly provided in this
Plan, any instrument or document to be delivered or furnished by the Company
shall be sufficiently executed if executed in the name of the Company by any of
its officers; or, where furnished or delivered by the Committee, if executed in
the name of the Committee by any member thereof; or where furnished or delivered
by the Trustee, if executed as follows:

         (a) If the Trustee consists of two (2) or more persons, if executed in
the Trustee's name by any such person, and



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         (b) In the case of any corporate Trustee (whether or not the sole
Trustee), if executed as Trustee in the name of such corporation by any of its
officers; provided, further, that any Administrative Party shall be fully
protected in relying upon any instrument or document so executed; and such
execution shall be conclusive proof that any signature is duly authorized and
that any information contained in the instrument or document is true and
correct.

12.5 Company Actions. Whenever the Company under this Plan is permitted or
required to do or perform any act or execute any paper or document, it shall be
performed or executed at the direction of the Board of Directors of the Company,
or by duly authorized officers or agents of the Company, and may be evidenced by
resolutions certified by the Secretary of the Company.

12.6 Successors, Etc. This Plan shall be binding upon, and inure to the benefit
of, the Company and subject to Sections 11.1 (Termination of Plan) and 11.4
(Amendment), its successors, the Trustee and its successors, the Committee as
from time to time constituted, and the Participants and Beneficiaries, their
heirs, personal representatives, successors, and assigns, all in accordance with
and subject to the terms of this Plan.

12.7 Miscellaneous Protective Provisions. Except as otherwise provided in this
Plan or the Act:

         (a) Any Administrative Party may request and rely upon an opinion of
counsel, who may or may not be counsel for the Company, and shall be fully
protected for any action taken, suffered or omitted in good faith reliance upon
such opinion.

         (b) No recourse under this Plan, or for any action or nonaction
hereunder or for any loss or diminution of the Trust Fund, or for any payment or
nonpayment of benefits, or for any other reason whatsoever relating to the Plan,
shall be had by any person whomsoever against any stockholder, officer, director
or Employee of the Company as such, past, present or future.

         (c) Where the establishment of any fact is in question, any
Administrative Party may in its Discretion accept as evidence thereof any
properly executed instrument or document furnished by any other Administrative
Party or such other evidence as may seem reasonable in the circumstances.



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12.8 Reliance. The Company and the Plan Administrator shall be entitled to rely
upon all tables, valuations, certificates and reports or any other information
furnished to it by any actuary, accountant, or the Trustee, and upon the
opinions given by any legal counsel, in each case as selected by the Company.

12.9 Common Control and Successorship Situations. To the extent required by Code
Section 414, the following rules shall apply.

         (a) Predecessor Employers. Service with a predecessor employer shall be
treated as service with the Company, and service with the Company shall be
treated as service with a successor employer, if the Plan was taken over from
such predecessor or is taken over by such successor, as the case may be.

         (b) Transfers Within Employer Group. For purposes of the participation
and vesting provisions of the Plan, in the event that an Employee of a
corporation or other trade or business, whether or not incorporated, which is a
member of the Employer Group is transferred to employment with the Company (or
from employment with the Company to employment with a member of the Employer
Group which has not adopted the Plan), his service with such member or members
of the Employer Group shall be treated as service with the Company. In the event
a Participant is transferred to employment by an employer which is a member of
such Employer Group, the transferred Participant's employment by the Company and
participation in the Plan shall not be deemed terminated by reason of such
transfer, except that such transferred Participant's Account shall not be
credited with any portion of the Company Contributions, Elective Deferrals, or
Matching Contributions,with respect to a Plan Year ending within a taxable year
of the Company after the taxable year in which such transfer occurred. For
purposes of eligibility for benefits hereunder, a Participant so transferred
shall be deemed to have severed employment with the Company at the time he is no
longer employed by an employer which is a member of the Employer Group.

         (c) Multiple Employers. If and while the Plan is maintained by more
than one employer, the participation provisions of the Plan shall be applied as
if all employees of each of the employers were employed by a single employer,
and the vesting provisions of the Plan shall be applied as if all such employers
constituted a single employer.



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12.10 Indemnification by Company. To the extent permitted by the Act, the
Company shall indemnify and save harmless the Committee members and other
fiduciaries of the Plan who are officers, directors, shareholders or Employees
of the Company against any liabilities incurred by them in the exercise and
performance of their powers and duties under the Plan to the extent that such
protection would be afforded by insurance coverage under Section 410(b)(3) of
the Act.

12.11 Employment Rights Not Enlarged. The Plan as now or may hereafter exist,
shall not be construed as giving any Participant or any other person whomsoever
any legal or equitable right against the Company, or as giving any Participant
the right to be continued in the employ of the Company, and all Employees and
all Participants shall remain subject to discharge to the same extent as if this
Plan had not been adopted.

12.12 Correction of Errors and Recoupment. If any error or change in records
results in any Participant or Beneficiary receiving from the Plan more or less
than the amount to which he would have been entitled to receive had the records
been correct or had the error not been made, the Plan Administrator shall
correct the error by adjusting, as far as practicable, the future payments in
such a manner that the benefits to which such person was correctly entitled
shall be paid. The Plan Administrator shall be entitled to recoup amounts which
are overpaid to a Participant or Beneficiary and may choose to recoup by
requesting repayment from such person either in addition to or instead of
adjusting future benefit payments to such person.

12.13 Effect of Participant's Acceptance of Payments. Acceptance by any
Participant or Beneficiary of benefit payments from the Plan shall, to the
extent of such payment, constitute a release of the Plan from liability in
connection with such payment.

12.14 Notification of Address. Each Participant, former Participant and
Beneficiary shall furnish the Plan Administrator with such information as the
Plan Administrator may reasonably require. This information shall include
written notice of his current post office address and any change in that
address. The Company, Committee and Trustee shall be entitled to rely upon the
last post office address furnished to the Plan Administrator by such person for
purposes of providing notice to such person, payment of benefits or any other
purpose.



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12.15 Source of Benefit Payments. A Participant, Beneficiary or other person
claiming benefits under the Plan shall be required to look only to the Trust for
payment of his benefits and benefits are payable from the Trust only to the
extent funded through the Trust. Neither the Trustee nor the Company shall have
any liability to provide benefits which cannot be provided with amounts held in
the Trust Fund.



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                                  ARTICLE XIII
                               TRANSFERRED ASSETS

13.1 Right to Transfer. The Plan Administrator may, in its Discretion, direct
the Trustee to accept Transferred Assets on behalf of a Participant or Covered
Employee (who, for purposes of this Article XIII shall be treated as if he is a
Participant); provided, however, that the Transferred Assets shall be credited
to the account established for the Participant to receive the Transferred Assets
(his "Transferred Assets Account"). To the extent permitted by the Plan
Administrator in its Discretion, Transferred Assets may include participant
loans.

13.2 Accounting for Transferred Assets. Transferred Assets shall be credited to
the Participant's Transferred Assets Account within thirty (30) days after the
date they are paid to and accepted by the Trustee and shall be adjusted for
distributions, loans, expenses, profits and losses in the manner described in
Section 4.4 (Periodic Adjustments to Accounts) as if such transferred portion of
the Account in question were, in fact, a separate account.

13.3 Nonforfeitability of Transferred Assets. Transferred Assets shall at all
times be Nonforfeitable.

13.4 Distribution of Transferred Assets. Any balance in a Participant's
Transferred Assets Account not previously distributed shall be paid to him
following his retirement or other termination of employment with the Employer
Group, or to his Beneficiary in the event of his death, in the same manner as
other benefits are payable to him from the Plan upon such events.



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                                   ARTICLE XIV
                                    EXECUTION

         IN WITNESS WHEREOF, DiVosta and Company, Inc. has caused this amended
and restated Plan, captioned "Pulte Affiliates 401(k) Plan," to be executed by
its duly authorized officer this 11th day of December, 2002, effective
January 1, 2003.

                                              DIVOSTA AND COMPANY, INC.


                                              By: /s/ Roger A. Cregg
                                                 ------------------------------

                                                 Its: SVP & CFO
                                                     --------------------------



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