exv4w1






Exhibit 4.1




AMENDMENT NO. 1 TO RIGHTS AGREEMENT




     AMENDMENT NO. 1, dated as of August 18, 2009 (“Amendment No. 1”), to the Rights
Agreement, dated as of February 24, 2009, between CENTEX CORPORATION, a Nevada corporation (the
“Company”), and MELLON INVESTOR SERVICES LLC, a New Jersey limited liability company, as
Rights Agent (the “Rights Agent”). Capitalized terms used in this Amendment No. 1 but not
otherwise defined herein shall have the meanings ascribed to such terms in the Rights Agreement.



R E C I T A L S




     WHEREAS, the Company and the Rights Agent have executed and entered into the Rights Agreement;



     WHEREAS, pursuant to Section 27 of the Rights Agreement, at any time prior to the time any
Person becomes an Acquiring Person, and subject to certain exceptions set forth therein, the
Company may supplement or amend any provision of this Rights Agreement in any manner which the
Company may deem necessary or desirable without the approval of any holder of the Rights;



     WHEREAS, the Board of Directors of the Company has adopted that certain Agreement and Plan of
Merger (as it may be amended or supplemented from time to time, the “Merger Agreement”),
dated as of April 7, 2009, by and among the Company, Pulte Homes, Inc., a Michigan corporation
(“Pulte”), and Pi Nevada Building Company, a Nevada corporation and a wholly owned
Subsidiary of Pulte, and approved the consummation of the transactions contemplated thereby;



     WHEREAS, the Board of Directors of the Company has determined that it is necessary and
advisable and in the best interest of the Company and its stockholders, and the Company therefore
desires, to amend the Rights Agreement in accordance with Section 27 of the Rights Agreement so
that the Rights expire no later than the date on which the Merger (as defined in the Merger
Agreement) is consummated;



     WHEREAS, no Person has become an Acquiring Person as of the date hereof; and



     WHEREAS, all acts and things necessary to make this Amendment No. 1 a valid agreement,
enforceable according to its terms, have been done and performed, and the execution and delivery of
this Amendment No. 1 by the Company and the Rights Agent have been in all respects duly authorized
by the Company and the Rights Agent.



A G R E E M E N T




     NOW, THEREFORE, in consideration of the premises and mutual agreements set forth in the Rights
Agreement and this Amendment No. 1, the parties hereby agree as follows:



 









 





     1. Amendment of Section 1. Section 1 of the Rights Agreement is hereby amended and
supplemented to add the following definition:




“(pa) “Merger Agreement” shall mean the Agreement and Plan of Merger, dated as
of April 7, 2009, by and among the Company, Pulte Homes, Inc. and Pi Nevada
Building Company.”



     2. Amendment of definition of “Final Expiration Date”. Clause (o) of Section 1 of the
Rights Agreement is hereby amended and restated in its entirety as follows:




“(o) “Final Expiration Date” shall be (i) the earlier of (x) February 24, 2019
and (y) immediately prior to the Effective Time (as defined in the Merger
Agreement).”



     3. Amendment to Add Section 36. The Rights Agreement is amended to add a new Section
36, which shall read in its entirety as follows:




“Section 36. Notice of the Effective Time. The Company shall promptly
notify the Rights Agent in writing upon the occurrence of the Effective Time
and, if such notification is given orally, the Company shall confirm same in
writing on or prior to the Business Day next following. Until such notice is
received by the Rights Agent, the Rights Agent may presume conclusively for all
purposes that the Effective Time has not occurred.”



     4. Exhibits. The Exhibits to the Rights Agreement shall be deemed restated to reflect
this Amendment No. 1, mutatis mutandis.



     5. Descriptive Headings. Descriptive headings of the several Sections of this
Amendment No. 1 are inserted for convenience only and shall not control or affect the meaning or
construction of any of the provisions hereof.



     6. Effectiveness. This Amendment No. 1 shall be deemed effective as of the date first
written above, as if executed on such date. Except as amended hereby, the Rights Agreement shall
remain in full force and effect and shall be otherwise unaffected hereby.



     7. Miscellaneous. This Amendment No. 1 may be executed in any number of counterparts and
each of such counterparts shall for all purposes be deemed to be an original, and all such
counterparts shall together constitute one and the same instrument. This Amendment No. 1 shall be
deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be
governed by and construed in accordance with the laws of such state applicable to contracts to be
made and performed entirely within such state. If any provision, covenant or restriction of this
Amendment No. 1 is held by a court of competent jurisdiction or other authority to be invalid,
illegal or unenforceable, the remainder of the terms, provisions, covenants and restrictions of
this Amendment No. 1 shall remain in full force and effect and shall in no way be affected,
impaired or invalidated; and provided further, that if any such excluded term,
provision, covenant or restriction shall materially adversely affect the rights, immunities, duties
or obligations of the Rights Agent, the Rights Agent shall be entitled to resign
immediately.



 









 





     IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be duly executed as
of the day and year first above written.



	 	 	 	 	 	 	 	 	 	 	 
	Attest:	 	 	 	CENTEX CORPORATION	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ James R. Peacock III
 

Name: James R. Peacock III
	 	 	 	By:
	 	/s/ Brian J. Woram
 

Name: Brian J. Woram
	 	 
	 

	 	Title: Vice President & Secretary
	 	 	 	 	 	Title: Senior Vice President	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Attest:	 	 	 	MELLON INVESTOR SERVICES LLC,

as Rights Agent	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Patricia T. Knight
 

Name: Patricia T. Knight
	 	 	 	By:
	 	/s/ David M. Cary
 

Name: David M. Cary
	 	 
	 

	 	Title: Vice President
	 	 	 	 	 	Title: Vice President