<PAGE>

                                                                     EXHIBIT 4.3

                          PULTE HOMES, INC. 401(k) PLAN

               As Amended and Restated Effective December 31, 2002

<PAGE>
                                                                               .
                                                                               .
                                                                               .

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                           <C>
PREAMBLE ................................................................................      1

ARTICLE I DEFINITIONS; INTERPRETATION ...................................................      2
1.1      Definitions ....................................................................      2
         (a)      Account ...............................................................      2
         (b)      Acquired Employee .....................................................      2
         (c)      Act ...................................................................      2
         (d)      Administrative Parties ................................................      2
         (e)      Anniversary Date ......................................................      2
         (f)      Annual Addition .......................................................      2
         (g)      Annuity Starting Date .................................................      3
         (h)      Attained Age ..........................................................      3
         (i)      Beneficiary ...........................................................      3
         (j)      Code ..................................................................      3
         (k)      Committee .............................................................      4
         (l)      Company ...............................................................      4
         (m)      Company Contributions .................................................      4
         (n)      Company Contribution Account ..........................................      4
         (o)      Covered Employee ......................................................      4
         (p)      Creditable Compensation ...............................................      5
         (q)      Death Benefit .........................................................      7
         (r)      Determination Date ....................................................      7
         (s)      Direct Rollover .......................................................      7
         (t)      Discretion ............................................................      7
         (u)      Discretionary Contributions ...........................................      7
         (v)      Distributable Account .................................................      7
         (w)      Distributee ...........................................................      7
         (x)      Effective Date ........................................................      7
         (y)      Elective Deferrals ....................................................      7
         (z)      Elective Deferral Account .............................................      7
         (aa)     Eligible Retirement Plan ..............................................      7
         (bb)     Eligible Rollover Distribution ........................................      8
         (cc)     Employee ..............................................................      8
         (dd)     Employer ..............................................................      8
         (ee)     Employer Group ........................................................      9
         (ff)     Entry Date ............................................................      9
         (gg)     Excess Deferrals ......................................................      9
         (hh)     FMLA ..................................................................      9
         (ii)     Financial Hardship ....................................................      9
         (jj)     Former Employer .......................................................     10
         (kk)     Hardship Distribution .................................................     10
         (ll)     Highly Compensated Employee ...........................................     10
         (mm)     Hour of Service .......................................................     11
         (nn)     Investment Fund .......................................................     14
         (oo)     Investment Manager ....................................................     14
</TABLE>

<PAGE>

<TABLE>
<S>                                                                                           <C>
         (pp)     Key Employee ..........................................................     14
         (qq)     Leased Employee .......................................................     15
         (rr)     Limitation Year .......................................................     15
         (ss)     Matching Contributions ................................................     15
         (tt)     Matching Contribution Account .........................................     16
         (uu)     Merge Date ............................................................     16
         (vv)     Merged Plan ...........................................................     17
         (ww)     Merged Plan Account ...................................................     17
         (xx)     Nonforfeitable ........................................................     18
         (yy)     Non-Key Employee ......................................................     18
         (zz)     Normal Retirement Age .................................................     18
         (aaa)    Normal Retirement Date ................................................     18
         (bbb)    Original Effective Date ...............................................     18
         (ccc)    Participant ...........................................................     18
         (ddd)    Participation Agreement ...............................................     18
         (eee)    Permanent and Total Disability ........................................     18
         (fff)    Plan ..................................................................     18
         (ggg)    Plan Administrator ....................................................     19
         (hhh)    Plan Year .............................................................     19
         (iii)    Prior Plan ............................................................     19
         (jjj)    Prior Plan Participant ................................................     19
         (kkk)    Proper ................................................................     19
         (lll)    Qualified .............................................................     19
         (mmm)    Special Contributions .................................................     19
         (nnn)    Special Contributions Account .........................................     19
         (ooo)    Spouse or Surviving Spouse ............................................     19
         (ppp)    Stock Option Plan .....................................................     20
         (qqq)    Termination Benefit ...................................................     20
         (rrr)    Testing Compensation ..................................................     20
         (sss)    Top Heavy .............................................................     20
         (ttt)    Top Heavy Contributions ...............................................     20
         (uuu)    Total Compensation ....................................................     20
         (vvv)    Transferred Assets ....................................................     22
         (www)    Transferred Assets Account ............................................     22
         (xxx)    Trust and Trust Fund ..................................................     22
         (yyy)    Trust Agreement .......................................................     23
         (zzz)    Trustee ...............................................................     23
         (aaaa)   Valuation Date ........................................................     23
1.2      Compliance with the Act and the Code ...........................................     23
1.3      Governing Law and Rules of Construction ........................................     23
1.4      Power to Interpret .............................................................     23
1.5      Terminated Employees ...........................................................     24
1.6      Profit Sharing Plan ............................................................     24

ARTICLE II PARTICIPATION ................................................................     25
2.1      Eligibility For Participation ..................................................     25
         (a)      General Rule ..........................................................     25
</TABLE>

                                       ii

<PAGE>

<TABLE>
<S>                                                                                           <C>
         (b)      No Application Required ...............................................     25
         (c)      Prior Plan Participants ...............................................     25
2.2      Participation Agreements .......................................................     25
         (a)      Description ...........................................................     25
         (b)      Limits on Compensation Reduction Elections ............................     26
         (c)      Catch Up Contributions ................................................     26
2.3      Duration of Participation; Participation After Termination of Employment .......     27
         (a)      General Rule ..........................................................     27
         (b)      Transfer to Noncovered Status .........................................     27
         (c)      Participation After Termination of Employment .........................     27
         (d)      Effect of Military Service ............................................     27

ARTICLE III CONTRIBUTIONS ...............................................................     28
3.1      Time and Amount of Company Contributions .......................................     28
         (a)      Company Contributions .................................................     28
             (i)      Top Heavy Contributions ...........................................     28
             (ii)     Discretionary Contributions .......................................     28
             (iii)    Special Contributions .............................................     28
         (b)      Elective Deferrals ....................................................     28
         (c)      Matching Contributions ................................................     28
         (d)      Deductible Limit ......................................................     29
         (e)      Time for Contributing Elective Deferrals ..............................     29
         (f)      Time for Making Company Contributions (Other Than Elective Deferrals)..     29
         (g)      Form of Contributions .................................................     29
         (h)      No Employee Contributions .............................................     30
3.2      Contributions Conditioned Upon Deductibility ...................................     30
3.3      Mistake of Fact ................................................................     30
3.4      Contributions to One or More Qualified Pension or Annuity Plans ................     30

ARTICLE IV ALLOCATIONS AND ACCOUNTS .....................................................     32
4.1      Participants' Shares of Contributions ..........................................     32
         (a)      Allocation of Elective Deferrals ......................................     32
         (b)      Allocation of Matching Contributions ..................................     32
         (c)      Allocation of Company Contributions ...................................     32
             (i)      Top Heavy Contributions ...........................................     32
             (ii)     Discretionary Contributions .......................................     32
             (iii)    Special Contributions .............................................     33
         (d)      Compensation Considered ...............................................     34
         (e)      Merged Plans ..........................................................     34

4.2      Limitations on Annual Contributions and Additions ..............................     34
         (a)      Maximum Annual Addition ...............................................     34
         (b)      Treatment of Excess ...................................................     34
         (c)      Coordination with Other Defined Contribution Plans ....................     35
         (d)      Compliance with Applicable Law ........................................     36
4.3      Periodic Adjustments to Accounts ...............................................     36
         (a)      Distributions and Expenses ............................................     36
         (b)      Gains and Losses ......................................................     36
4.4      Expenses and Remuneration ......................................................     36
</TABLE>

                                      iii

<PAGE>

<TABLE>
<S>                                                                                           <C>
         (a)      Remuneration ..........................................................     36
         (b)      Expenses ..............................................................     36
4.5      Distributable Accounts .........................................................     37
         (a)      Adjustments to Distributable Accounts .................................     37
         (b) Investment .................................................................     37
4.6      Separate Accounting ............................................................     38

ARTICLE V BENEFITS AND DISTRIBUTIONS ....................................................     39
5.1      Vesting ........................................................................     39
5.2      Distributions Upon Termination of Employment or Death ..........................     39
         (a)      Termination of Employment .............................................     39
         (b)      Death .................................................................     39
5.3      Other Distributions and Payments ...............................................     39
         (a)      Attainment of Age 59-1/2 ..............................................     39
         (b)      Hardship ..............................................................     40
             (i)      Amount ............................................................     40
             (ii)     Alternate Fund Sources Exhausted ..................................     40
             (iii)    Limitations on Future Deferrals ...................................     40
         (c)      Plan Termination ......................................................     41
5.4      Loans to Participants ..........................................................     41
         (a)      General Rules .........................................................     41
         (b)      Requirements ..........................................................     41
             (i)      Maximum Amount ....................................................     42
             (ii)     Number of Loans ...................................................     42
             (iii)    Minimum Loan Amount ...............................................     42
             (iv)     Term ..............................................................     42
             (v)      Interest; Security ................................................     43
             (vi)     Amortization ......................................................     43
             (vii)    Repayment .........................................................     43
             (viii)   Loan Processing Fee ...............................................     44
             (ix)     Loan Statement ....................................................     44
             (x)      Effect on Investment Funds ........................................     44
             (xi)     Allocation of Interest ............................................     44
             (xii)    Effect on Distributions ...........................................     44
             (xiii)   Acceleration ......................................................     45
         (c)      Transfer to Another Plan ..............................................     45
5.5      Payment of Benefits ............................................................     45
         (a)      Application ...........................................................     45
         (b)      Notice ................................................................     46
         (c)      Payment of Benefits Other Than Death Benefits .........................     47
             (i)      Normal Form .......................................................     47
             (ii)     Optional Forms for Merged Plan Accounts ...........................     47
         (d)      Payment of Death Benefits .............................................     48
             (i)      Form for Payment ..................................................     48
             (ii)     Time for Payment ..................................................     49
             (iii)    Designation of Beneficiary by Participant .........................     49
             (iv)     Designation of Beneficiary by Surviving Spouse or Alternate Payee..     50
</TABLE>

                                       iv

<PAGE>

<TABLE>
<S>                                                                                           <C>
         (e)      Spouse Consent ........................................................     51
         (f)      Required Distributions ................................................     51
         (g)      Permanent Elections ...................................................     52
         (h)      Unclaimed Benefits ....................................................     52
         (i)      Small Benefits ........................................................     53
         (j)      Deadline for Payment...................................................     53
         (k)      Direct Rollovers ......................................................     54
5.6      Benefit Recipients .............................................................     54
         (a)      Distributions to Participants .........................................     54
         (b)      Distributions to Minors and Incompetent Individuals ...................     54
5.7      Payment Medium .................................................................     55
5.8      Distribution of Excess Deferrals ...............................................     55
         (a)      Notification to Plan Administrator ....................................     55
         (b)      Timing of Distribution ................................................     55
5.9      Payments Pursuant to a Qualified Domestic Relations Order ......................     56

ARTICLE VI MINIMUM DISTRIBUTION REQUIREMENTS ............................................     57
6.1      Effective Date .................................................................     57
6.2      Precedence .....................................................................     57
6.3      Requirements of Treasury Regulations Incorporated ..............................     57
6.4      TEFRA Section 242(b)(2) Elections ..............................................     57
6.5      Time and Manner of Distribution ................................................     57
         (a)      Required Beginning Date ...............................................     57
         (b)      Death of Participant Before Distributions Begin .......................     57
         (c)      Forms of Distribution .................................................     58
6.6      Required Minimum Distributions During Participant's Lifetime....................     59
         (a)      Amount of Required Minimum Distribution For Each Distribution
                  Calendar Year .........................................................     59
         (b)      Lifetime Required Minimum Distributions Continue Through Year of
                  Participant's Death ...................................................     59
6.7      Required Minimum Distributions After Participant's Death .......................     59
         (a)      Death On or After Date Distributions Begin ............................     59
             (i)      Participant Survived by Designated Beneficiary ....................     59
             (ii)     No Designated Beneficiary .........................................     60
         (b)      Death Before Date Distributions Begin .................................     61
             (i)      Participant Survived by Designated Beneficiary ....................     61
             (ii)     No Designated Beneficiary .........................................     61
             (iii)    Death of Surviving Spouse Before Distributions to Surviving
                      Spouse Are Required to Begin ......................................     61
6.8      Definitions ....................................................................     62
         (a)      Designated Beneficiary ................................................     62
         (b)      Distribution Calendar Year ............................................     62
         (c)      Life Expectancy .......................................................     62
         (d)      Participant's Account Balance .........................................     62
         (e)      Required Beginning Date ...............................................     62
6.9      Election to Apply 5-Year Rule to Distributions to Designated Beneficiaries .....     63

ARTICLE VII TOP HEAVY REQUIREMENTS ......................................................     64
</TABLE>

                                       v

<PAGE>

<TABLE>
<S>                                                                                           <C>
7.1      Applicability ..................................................................     64
7.2      Determination of Top Heavy Status ..............................................     64
         (a)      General Rule ..........................................................     64
         (b)      Required Aggregation ..................................................     64
         (c)      Optional Aggregation ..................................................     64
         (d)      Aggregation Rule ......................................................     65
         (e)      Special Computation Rules .............................................     65
7.3      Top Heavy Restrictions .........................................................     67
         (a)      Minimum Required Allocation for Non-Key Employees .....................     67
         (b)      Adjustment for Small Contributions ....................................     67
         (c)      Alternative Method for Satisfying the Minimum Allocation Requirement...     68

ARTICLE VIII TERMINATION OF EMPLOYMENT ..................................................     69
8.1      Dissolution ....................................................................     69
8.2      Termination in Other Circumstances .............................................     69
8.3      Temporary Absence and Military Service .........................................     69
         (a)      Leaves, Illness, Layoffs ..............................................     69
         (b)      Armed Forces ..........................................................     69
         (c)      Inactive Status .......................................................     70
         (d)      Short Absences ........................................................     70
         (e)      Corrective Actions ....................................................     70
         (f)      Mutual Agreement ......................................................     70
8.4      No Longer Covered Employee .....................................................     70

ARTICLE IX COMMITTEE AND COMPANY ........................................................     71
9.1      Composition of Committee .......................................................     71
         (a)      Appointment of Members ................................................     71
         (b)      Plan Administrator ....................................................     71
9.2      Removal and Resignation ........................................................     71
9.3      Actions ........................................................................     71
9.4      Officers .......................................................................     71
9.5      Duties of Employer .............................................................     72
         (a)      Provide Notification ..................................................     72
         (b)      Maintain Records ......................................................     72
         (c)      Furnish Information ...................................................     72
         (d)      Furnish Lists and Data ................................................     72
         (e)      Make Available Materials ..............................................     72
9.6      Duties of Committee ............................................................     72
         (a)      Maintain Data .........................................................     73
         (b)      Make Records Available ................................................     73
         (c)      Provide Forms .........................................................     73
         (d)      Accept/Reject Forms ...................................................     73
         (e)      Furnish Allocation Information ........................................     73
         (f)      Furnish Participant Information .......................................     73
         (g)      Establish and Administer Investment Funds .............................     73
9.7      Duties of the Plan Administrator ...............................................     73
         (a)      Establish Procedures for Benefit Claims ...............................     74
         (b)      Establish Rules for Participation Agreements ..........................     74
</TABLE>

                                       vi

<PAGE>

<TABLE>
<S>                                                                                           <C>
         (c)      Establish Procedures for Domestic Relations Orders ....................     74
9.8      Claims Procedure ...............................................................     74
         (a)      Written Notice ........................................................     74
         (b)      Timing of Determination ...............................................     74
         (c)      Appeals ...............................................................     75
9.9      Powers .........................................................................     76
9.10     Discretion; Nondiscrimination ..................................................     76
9.11     Fiduciaries and Named Fiduciaries ..............................................     77
         (a)      Identity ..............................................................     77
         (b)      Responsibility ........................................................     77
         (c)      Prior Actions .........................................................     77
         (d)      Allocation of Responsibility ..........................................     77
         (e)      Multiple Capacities ...................................................     78
         (f)      No Relief for Fraud ...................................................     78

ARTICLE X THE TRUSTEE AND TRUST AGREEMENT; INVESTMENTS ..................................     79
10.1     The Trustee ....................................................................     79
10.2     Form and Terms of the Trust Agreement ..........................................     79
10.3     Fiduciary of Trust Fund ........................................................     79
10.4     Transfer of Investment Authority ...............................................     79
         (a)      Transfer to Employer ..................................................     79
         (b)      Transfer to Investment Manager ........................................     80
         (c)      Transfer to Participants ..............................................     80
10.5     Bonding ........................................................................     80
10.6     Investment in Employer Securities ..............................................     80
10.7     Funding Policy .................................................................     81
10.8     Investment Funds ...............................................................     81
         (a)      Participants' Interests in Investment Funds ...........................     81
         (b)      Addition or Deletion of Investment Funds ..............................     81
         (c)      Participant Elections .................................................     81
         (d)      Implementation ........................................................     82
10.9     Investment Direction ...........................................................     82

ARTICLE XI TERMINATION AND AMENDMENT ....................................................     83
11.1     Termination of Plan ............................................................     83
11.2     Liquidation of Plan ............................................................     83
11.3     Termination of Trust ...........................................................     84
11.4     Amendment ......................................................................     84
         (a)      No Increase in Liabilities ............................................     84
         (b)      Retroactivity Allowed .................................................     84
         (c)      Benefits Preserved ....................................................     84
         (d)      Vesting Changes .......................................................     85

ARTICLE XII MISCELLANEOUS ...............................................................     86
12.1     No Reversions ..................................................................     86
12.2     Merger, Consolidation, Etc .....................................................     86
         (a)      Transfers to Other Plans ..............................................     86
         (b)      Transfers From Other Plans ............................................     86
</TABLE>

                                      vii

<PAGE>

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

ARTICLE XIII TRANSFERRED ASSETS .........................................................     92
13.1     Right to Transfer ..............................................................     92
13.2     Accounting for Transferred Assets ..............................................     92
13.3     Nonforfeitability of Transferred Assets ........................................     92
13.4     Distribution of Transferred Assets .............................................     92

ARTICLE XIV EXECUTION ...................................................................     93
</TABLE>

                                      viii

<PAGE>

                                    PREAMBLE

      Pulte Home Corporation adopted and maintained the Pulte Home Corporation
Investment Savings Plus, originally effective as of April 1, 1984, as most
recently amended and restated effective as of January 1, 1997, and as thereafter
amended from time to time (the "Plan"). In 2002, Pulte Homes, Inc. assumed
sponsorship of the Plan and authorized the merger into the Plan of the
Retirement Savings Plan for the Employees of Del Webb Corporation, effective
January 1, 2003. This document represents an amendment and restatement of the
Plan.

      The provisions of this restated Plan are effective December 31, 2002,
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.

<PAGE>

                                    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, Merged Plan Account, Special Contributions Account and
Transferred Assets Account, if any, and any earnings or losses thereon.

      (b)   "ACQUIRED EMPLOYEE" means a person who, on the day immediately
before becoming an Employee, was employed by a Former Employer.

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

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

      (e)   "ANNIVERSARY DATE" means the last day of the Plan Year.

      (f)   "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 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.

                                       2

<PAGE>

            (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 Section 415(l)(2) of
                  the Code, 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 Section 419A(d)(1) of the Code) in a
                  welfare benefit fund (within the meaning of Section 419(e) of
                  the Code) during the Limitation Year for provision of
                  post-retirement medical benefits for the Participant.

      (g)   "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.

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

      (i)   "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.

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

                                       3

<PAGE>

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

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

      (m)   "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.

      (n)   "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.

      (o)   "COVERED EMPLOYEE" means any Employee other than:

            (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 classified by the Company as a temporary hourly
                  Employee.

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

                                       4

<PAGE>

            (vi)  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)).

            (vii) Effective January 1, 2003, an Employee who is employed by
                  DiVosta Building Corporation and is classified as being in the
                  Field Group.

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

      (p)   "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 are not includible in income under 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), 414(h)(2), or 457(b), and
excluding all of the following, even if includible in gross income:

            (i)   Reimbursements or other expense allowances.

                                       5

<PAGE>

            (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 Section 403(b) of the Code.

            (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.

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).

                                       6

<PAGE>

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

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

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

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

      (u)   "DISCRETIONARY CONTRIBUTIONS" means the contributions made by the
Company pursuant to Section 3.1(a)(ii) (Discretionary Contributions), if any.

      (v)   "DISTRIBUTABLE ACCOUNT" means an Account which has become fixed,
vested, and set apart pursuant to Section 4.5 (Distributable Accounts),
regardless of whether the assets of the Account are commingled with any other
Account.

      (w)   "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).

      (x)   "EFFECTIVE DATE" means December 31, 2002.

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

      (z)   "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.

      (aa)  "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

                                       7

<PAGE>

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.

      (bb)  "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.

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

      (dd)  "EMPLOYER" means Pulte Homes, Inc.

                                       8

<PAGE>

      (ee)  "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 4.2 4.2(Limitations
on Annual Contributions and Additions), the definition of Employer Group shall
be modified as required by Code Section 415(h).

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

      (gg)  "EXCESS DEFERRALS" means any elective contributions made by a
Participant during a calendar year in excess of Eleven Thousand Dollars
($11,000), 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)).

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

      (II)  "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);

                                       9

<PAGE>

            (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.

      (jj)  "FORMER EMPLOYER" means an entity all or portion of the stock or
assets of which were acquired by a member of the Employer Group.

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

      (ll)  "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

            (ii)  Received Total Compensation for the preceding Plan Year of at
                  least Eighty-Five Thousand Dollars ($85,000) 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
                  Section 415(d) of the Code. The applicable dollar amount shall
                  be the dollar amount for the calendar year in which the
                  relevant Plan Year begins.

                                       10

<PAGE>

            (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.

            (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).

      (mm)  "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.

                                       11

<PAGE>

                  (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(mm)(i)(A) or Section (l.l)(mm)(i)(C) and this
                        Section 1.1(mm)(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(mm)(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 an Employee shall not be
                        credited with more than five hundred one (501) Hours of
                        Service under this Section 1.1(mm)(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(mm)(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.

                                       12

<PAGE>

            (ii)  Service with any member of the Employer Group shall be treated
                  as Hours of Service to the extent provided in Section 12.9(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.

            (iv)  Service with the former sponsor of a Merged Plan whose Merge
                  Date is on or after December 31, 2001, shall be treated as
                  service for the Company.

            (v)   All service by an Acquired Employee with his Former Employer,
                  or any subsidiary or affiliated entity which, with the Former
                  Employer, constituted 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), shall be
                  treated as Hours of Service for purposes of eligibility under
                  Section 2.1 (Eligibility for Participation).

            (vi)  Hours of Service shall include service with Pulte
                  International Caribbean Corporation prior to its adoption of
                  the Plan.

            (vii) Service with DiVosta and Company, Inc. or any subsidiary or
                  affiliated entity which, with DiVosta and Company, Inc.,
                  constituted 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) prior to their becoming
                  members of the Employer Group, shall be treated as Hours of
                  Service with the Employer Group for purposes of eligibility
                  under Section 2.1 (Eligibility for Participation).

                                       13

<PAGE>

      (nn)  "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.

      (oo)  "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,

            (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).

      (pp)  "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

                                       14

<PAGE>

                  (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) 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).

      (qq)  "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(qq) 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.

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

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

                                       15

<PAGE>

      (tt)  "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.

      (uu)  "MERGE DATE" means the date as of which a Merged Plan's assets and
liabilities are transferred to this Plan. The Merge Dates for the Merged Plans
are:

<TABLE>
<CAPTION>
                      Plan                                   Merge Date
                      ----                                   ----------
<S>                                                  <C>
Retirement  Savings Plan for the Employees of Del          January 1, 2003
Webb Corporation

Those assets and  liabilities  of the DiVosta and          January 1, 2003
Company,  Inc. 401(k) Plan  attributable to those
employees of DiVosta and Company,  Inc.,  DiVosta
Building   Corporation,   DiVosta  Homes,   Inc.,
Florida  Building  Products,  Inc.  and  American
Title of the  Palm  Beachs  Corporation,  who are
classified as Non-Field Employees.

Those assets and  liabilities  of the  Retirement           March 1, 2002
Savings  Plan  for  the  Employees  of  Del  Webb
Corporation  attributable  to  employees  of  Del
Webb Mortgage Corporation

That  portion of the assets  and  liabilities  of          January 1, 2000
the DiVosta and Company,  Inc.  401(k) Plan which
are  attributable  to  former  employees  of Home
Mortgages   of  the  Palm   Beaches  LTD  Limited
Partners who became  employees of Pulte  Mortgage
Corporation on October 1, 1999

Radnor Homes,  Inc. 401(k) Salary  Reduction Plan          January 1, 1999
and Trust

The Champion Savings  Association  Profit Sharing    Approximately March 6, 1989
Plan
</TABLE>

                                       16

<PAGE>

<TABLE>
<S>                                                  <C>
Gulf Coast Investment  Corporation Profit Sharing    Approximately March 6, 1989
and Investment Plan

National   Title  Company   Profit   Sharing  and    Approximately March 6, 1989
Investment  Plan,  sponsored by Heights of Texas,
FSB, an affiliate of Pulte Home Corporation
</TABLE>

      (vv)  "MERGED PLAN" means those plan(s) whose assets and liabilities have
been transferred into this Plan pursuant to Section 12.2(a) (Transfers From
Other Plans), with this Plan as the survivor of the transaction. The following
plans are Merged Plans:

            Retirement Savings Plan for the Employees of Del Webb Corporation;

            Those assets and liabilities of the DiVosta and Company, Inc. 401(k)
            Plan attributable to those employees of DiVosta and Company, Inc.,
            DiVosta Building Corporation, DiVosta Homes, Inc., Florida Building
            Products, Inc. and American Title of the Palm Beachs Corporation,
            who are classified as Non-Field Employees.

            Those assets and liabilities of the Retirement Savings Plan for the
            Employees of Del Webb Corporation attributable to employees of Del
            Webb Mortgage Corporation;

            That portion of the assets and liabilities of the DiVosta and
            Company, Inc. 401(k) Plan which are attributable to former employees
            of Home Mortgages of the Palm Beaches LTD Limited Partners who
            became employees of Pulte Mortgage Corporation on October 1, 1999;

            Radnor Homes, Inc. 401(k) Salary Reduction Plan and Trust;

            The Champion Savings Association Profit Sharing Plan;

            Gulf Coast Investment Corporation Profit Sharing and Investment
            Plan; and

            National Title Company Profit Sharing and Investment Plan, sponsored
            by Heights of Texas, FSB, an affiliate of Pulte Home Corporation.

      (ww)  "MERGED PLAN ACCOUNT" means the account established for a
Participant pursuant to Section 4.1(e) (Merged Plans) to hold assets and
liabilities transferred to the Plan from a Merged Plan with respect to the
Participant, as adjusted for any earnings and losses.

                                       17

<PAGE>

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

      (yy)  "NON-KEY EMPLOYEE" means:

            (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 the Prior Plan was
originally established, which is April 1, 1984.

      (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 Homes, Inc. 401(k) Plan as herein set forth
or as from time to time amended.

                                       18

<PAGE>

      (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; provided, however,
that the period from December 30, 2002, through December 31, 2002, shall
constitute a short Plan Year.

      (iii) "PRIOR PLAN" means Pulte Home Corporation Investment Savings Plus
the Plan as in effect from January 1, 1997, through December 30, 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 30, 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) "SPECIAL CONTRIBUTIONS" means the contributions made by the Company
pursuant to Section 3.1(a)(iii) (Special Contributions) in such amounts as may
be determined by the Company.

      (nnn) "SPECIAL CONTRIBUTIONS ACCOUNT" means the account established for a
Participant pursuant to Section 4.1(c)(iii) (Special Contributions) to hold
Special Contributions made to the Plan on behalf of the Participant, and any
earnings thereon.

      (ooo) "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 11.3(b) (Qualified Domestic Relations Orders).

                                       19

<PAGE>

      (ppp) "STOCK OPTION PLAN" means any of Pulte Corporation's stock option or
stock incentive plans in effect on December 31, 1999, or any similar plan
adopted in subsequent years by Pulte Corporation, Pulte Home Corporation, or
Pulte Homes, Inc.

      (qqq) "TERMINATION BENEFIT" means the benefit payable to a Participant as
a result of his severance from employment with the Employer Group, as described
in Section 5.2(a) (Termination of Employment).

      (rrr) "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.

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

      (ttt) "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.

      (uuu) "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

                                       20

<PAGE>

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;

            (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;

                                       21

<PAGE>

            (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).

      (vvv) "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 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.

      (www) "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.

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

                                       22

<PAGE>

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

      (zzz) "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.

      (aaaa) "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 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.

                                       23

<PAGE>

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).

                                       24

<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 30, 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
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 quarterly date (or such other
date or dates as the Plan

                                       25

<PAGE>

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 a
Participant's election to reduce his Creditable Compensation pursuant to a
Participation Agreement (other than an election by a Participant who is an
Employee of Pulte International Caribbean Corporation) 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 his
Creditable Compensation, but not to exceed Eleven Thousand Dollars ($11,000) (or
such greater amount as may be permitted under Section 402(g) of the Code as a
result of adjustments made by the Secretary of the Treasury for the cost of
living) in any calendar year. The Eleven Thousand Dollars ($11,000) limitation
set forth in the preceding sentence shall apply to all elective deferrals,
within the meaning of Section 402(g)(3) of the Code, made to all plans of the
Employer Group in which such elective deferrals are permitted. An election by a
Participant who is an Employee of Pulte International Caribbean Corporation 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 the lesser of
ten percent (10%) of his Creditable Compensation or Eight Thousand Dollars
($8,000), or such greater amount as may be permitted under the Puerto Rico
International Revenue Code of 1994, as amended, (or in regulations issued
thereunder) in any calendar year. 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
(other than a Participant who is an Employee of Pulte International Caribbean
Corporation) who will have

                                       26

<PAGE>

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 as thereafter 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.

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
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).

                                       27

<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.

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

            (ii)  Discretionary Contributions. In addition, the Company may
                  contribute to the Plan a Company Contribution (determined
                  without regard to the Company's actual profits) in such
                  amount, if any, as may be determined by the Company.

            (iii) Special Contributions. The Company may, in its Discretion,
                  contribute to the Plan Special Contributions in such amount,
                  if any, as may be determined by the Company. Such
                  contributions may be expressed as a specific dollar amount for
                  each eligible Participant or as a percentage of each eligible
                  Participant's Creditable Compensation.

      (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 shall contribute to the Plan an
amount, based on the Elective Deferrals of each Participant during each payroll
period. Such amount shall be equal to one hundred percent (100%) of that portion
of the amount contributed as Elective Deferrals on behalf of each Participant
for whom such Elective Deferrals were made which does not exceed his Elective
Deferrals up to three percent (3%) of his Creditable Compensation for such
payroll period, plus fifty percent (50%) of that portion of the Participant's
Elective Deferrals in excess of three percent (3%) of his Creditable
Compensation for the payroll period, but not in excess of five percent (5%) of
his Creditable Compensation for

                                       28

<PAGE>

the payroll period. Matching Contributions made under this Section 3.1(c) are
intended to satisfy the requirements of Code Section 401(k)(12). The Committee
shall provide a notice to each Participant prior to each Plan Year, describing
the Participant's rights and obligations under this arrangement, as required by
Code Section 401(k)(12)(D). Matching Contributions will not be made with respect
to any Catch Up Contributions described in Section 2.2(c) (Catch Up
Contributions).

      (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 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, except that Special Contributions described in Section 3.1(a)(iii)
(Special Contributions) may be made in Employer common stock.

                                       29

<PAGE>

      (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 Section 404 of the Code. 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.

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

                                       30

<PAGE>

with its contribution for the taxable year under 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.

                                       31

<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", a "Special Contributions 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. Company Contributions shall be
allocated as follows.

            (i)   Top Heavy 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.

            (ii)  Discretionary Contributions. Discretionary Contributions made
                  pursuant to Section 3.1(a)(i) (Discretionary Contributions)
                  shall be allocated as of the last day of the Plan Year for
                  which they are made among the Company Contribution Accounts of
                  the Participants who received Creditable Compensation during
                  the Plan Year; provided, however, that they are employed at
                  the end of the Plan Year and they have completed at least

                                       32

<PAGE>

                  One Thousand (1,000) Hours of Service during the Plan Year
                  then ended ("Eligible Participants"). Any Participant, who is
                  absent on the last day of the Plan Year due to an absence
                  qualifying under FMLA (if such Act is applicable to the
                  Company) or the Uniformed Services Employment and
                  Re-employment Rights Act and who returns to employment with
                  the Company at the expiration of such leave, shall be treated
                  as actively employed on the last day of the Plan Year for
                  purposes of this Section 4.1(c)(ii). The Plan Administrator
                  shall allocate to the Company Contribution Account of each
                  Eligible Participant that portion of the Discretionary
                  Contributions which bears the same ratio to the total of the
                  Discretionary Contributions that each Eligible Participant's
                  Creditable Compensation for the Plan Year bears to the total
                  Creditable Compensation of all Eligible Participants for the
                  Plan Year.

            (iii) Special Contributions. Special Contributions, if any, shall be
                  allocated as of the last day of the Plan Year for which they
                  are made to the Special Contributions Account of each
                  Participant who:

                  (A)   is actively employed by the Company on the last day of
                        the Plan Year;

                  (B)   has completed at least One Thousand (1,000) Hours of
                        Service during the Plan Year;

                  (C)   was an Employee on the first day of the Plan Year in
                        question; and

                  (D)   was not a Highly Compensated Employee participating in a
                        Stock Option Plan.

            (iv)  For purposes of this Section 4.1(c)(iii), if a Participant
                  shall be absent on the last day of the Plan Year for reasons
                  which qualify under FMLA or the Uniformed Services Employment
                  and Re-employment Rights Act and the Participant returns to
                  work with the Company following the expiration of such
                  absence, he shall be deemed to be actively employed on the
                  last day

                                       33

<PAGE>

                  of the Plan Year. If such Special Contributions are made in
                  cash, they shall be used as soon as practicable thereafter to
                  purchase shares of Employer common stock.

      (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.

      (e)   Merged Plans. Assets and liabilities received by the Plan from one
or more Merged Plans pursuant to Section 12.2(b) (Transfers From Other Plans)
shall be held in a "Merged Plan Account" for each Participant as to whom assets
were received from the relevant Merged Plan. Merged Plan Accounts shall not
receive allocations of any Company Contributions.

4.2   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.

      (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 4.2(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

                                       34

<PAGE>

Account; provided, however, that any Matching Contributions attributable to
Elective Deferrals distributed in accordance with this Section 4.2(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 4.2(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 Section 4.2(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 4.2(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 4.2(b) (Treatment of Excess) prior to making
any adjustments under the other plan.

                                       35

<PAGE>

      (d)   Compliance with Applicable Law. The limitations described in this
Section 4.2 shall be determined and applied in accordance with the provisions of
Section 415 of the Code and regulations promulgated thereunder, which are
incorporated herein by this reference.

4.3   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 4.4
(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.

4.4   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 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:

                                       36

<PAGE>

            (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 4.3(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.

4.5   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 4.4 (Periodic
Adjustments to Accounts), 4.5(b) (Expenses), and 4.5(b) (Investment).

      (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 4.5. 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

                                       37

<PAGE>

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.

4.6   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.

                                       38

<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.

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 termination of 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, and excluding any portion of his Account representing an
outstanding loan. A Participant shall be permitted to make such an election at
any time, 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

                                       39

<PAGE>

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, plus
                  earnings on Elective Deferrals credited prior to January 1,
                  1989.

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

                                       40

<PAGE>

                  (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 Eleven Thousand Dollars ($11,000),
                        as adjusted for such next taxable year, and as modified
                        by 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
Corporate Office may, upon the request of a Participant direct the Trustee to
make a loan or loans to such Participant. The 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
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.

      (b)   Requirements. The 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:

                                       41

<PAGE>

            (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 loan transferred directly to the Plan from
                  another Qualified plan and any loan issued before the
                  Effective Date may 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).

            (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

                                       42

<PAGE>

                  proceeds of the loan are to be used to acquire a dwelling unit
                  which within a reasonable time (determined by the Corporate
                  Office in its Discretion) is to be used (determined by the
                  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 Corporate Office in the manner
                  described in written rules established by the Corporate Office
                  and which are made available to Participants. All loans shall
                  be adequately secured. The 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 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 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

                                       43

<PAGE>

                   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 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 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 4.3 (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.

            (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 (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

                                       44

<PAGE>

                   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 (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.

5.5   Payment of Benefits.

      (a)   Application. Except as provided in Section 5.5(f) (Required
Distributions) or 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

                                       45

<PAGE>

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 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.

                                       46

<PAGE>

      (c)   Payment of Benefits Other Than Death Benefits. Subject to Sections
5.5(a) (Application), 5.5(f) (Required Distributions), 5.5(i) (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), as follows:

            (i)   Normal Form. If the Participant shall fail timely to elect to
                  have his benefits payable in accordance with Section
                  5.5(c)(ii) (Optional Forms), the balance of the Participant's
                  Distributable Account shall be paid to him in a single lump
                  sum.

            (ii)  Optional Forms for Merged Plan Accounts. If the Participant
                  shall elect by written notice delivered to the Plan
                  Administrator, at any time within the ninety (90) day period
                  immediately preceding the Annuity Starting Date, the balance
                  of his Distributable Account attributable to his Merged Plan
                  Account shall be paid to him in one of the methods described
                  below. Any election under this paragraph (ii) may be revoked
                  and a new election made during such ninety (90) day period.

                  (A)   Lump Sum. In a single lump sum.

                  (B)   Other Permitted Forms. In such other form(s) as were
                        permitted under the terms of the Merged Plan from which
                        they were transferred. For this purpose, the terms of
                        the Merged Plan as in effect on the day immediately
                        preceding the date the Merged Plan's assets and
                        liabilities were received by the Plan shall apply in
                        determining the availability of payment forms and timing
                        of payments from the Participant's Merged Plan Account,
                        including all restrictions, terms, conditions, and
                        notice requirements applicable to electing or receiving
                        payment in such form(s).

                                       47

<PAGE>

                        Notwithstanding the foregoing, effective October 1,
                        2002, any distribution occurring under this Section
                        5.5(c)(ii)(B) (Other Permitted Forms) on or after the
                        earlier of the date that is ninety (90) days following
                        the date the Committee furnished the Participant with a
                        summary of material modifications describing the
                        elimination of distribution methods other than a single
                        lump sum, or January 1, 2004, distributions shall occur
                        only 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; provided, however, that Death Benefits
                  attributable to amounts held in a Participant's Merged Plan
                  Account shall be payable in any form permitted under the terms
                  of the Merged Plan from which they were transferred pursuant
                  to the terms of the Merged Plan that were in effect on the
                  date immediately preceding the date the Merged Plan's assets
                  and liabilities were received by the Plan, including all
                  restrictions, terms, conditions, and notice requirements
                  applicable to electing or receiving payment in such form(s).
                  Notwithstanding the foregoing, effective October 1, 2002, any
                  distribution occurring under this Section 5.5(d)(i) with
                  respect to a Merged Plan Account on or after the earlier of
                  the date that is ninety (90) days following the date the
                  Committee furnished the Participant with a summary of material
                  modifications describing the elimination of distribution
                  methods other than a single lump sum, or January 1, 2004,
                  distributions shall occur only in a single lump sum.

                                       48

<PAGE>

            (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).

            (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

                                       49

<PAGE>

                        (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.

                  (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).

                                       50

<PAGE>

                  (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.

      (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) or election of an optional payment form under Section 5.5(c)(ii)(B)
(Other Permitted Forms), 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
Section 414(p) of the Code. 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(pp)(B), shall commence not later than the April 1
following the later of the calendar year in which he reaches

                                       51

<PAGE>

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(pp)(B), 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) may be made in any form permitted under Section 5.5(c) (Payment
of Benefits Other Than Death Benefits), as elected by the Participant, or, if
none is elected, in the normal form for payment of benefits under the Plan, as
described in Section 5.5(c)(i) (Normal Form), but shall not be in an amount less
than the amount required to be 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 Article VI
(Minimum Distribution Requirements) and regulations issued under Code Section
401(a)(9).

      (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

                                       52

<PAGE>

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 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 Participants' 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

                                       53

<PAGE>

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.

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 Order), 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

                                       54

<PAGE>

            (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.

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 Employer
common stock, in Employer 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 includes all earnings and
appreciation from the sale of property, and appreciation in the value of stock,
without regard to whether such appreciation has been realized.

                                       55

<PAGE>

      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 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.

                                       56

<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
                  immediately following the calendar year in which the
                  Participant died, or

                                       57

<PAGE>

                  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 Beginning Date, as of the first
Distribution Calendar Year distributions will be made in

                                       58

<PAGE>

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.

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,

                                       59

<PAGE>

                  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.

            (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

                                       60

<PAGE>

                  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.

            (i)   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).

            (ii)  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.

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

                                       61

<PAGE>

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.

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

                                       62

<PAGE>

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.

                                       63

<PAGE>

                                  ARTICLE VII

                             TOP HEAVY REQUIREMENTS

7.1   Applicability. For each Plan Year beginning after December 31, 1983, 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. Notwithstanding the foregoing, the provisions of this
Article VII shall not apply in any year beginning after December 31, 2002, in
which the Plan consists solely of a cash or deferred arrangement, which meets
the requirements of Code Section 401(k)(12) and matching contributions, with
respect to which the requirements of Code Section 401(m)(11) are met, nor shall
the provisions of this Article VII apply to the portion of the Plan consisting
of Elective Deferrals or Company Contributions of any type made on behalf of
Employees of Pulte International Caribbean Corporation or any other Employees
whose Accounts are governed by Puerto Rican tax laws.

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 Sections 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

                                       64

<PAGE>

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) (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.

                                       65

<PAGE>

            (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 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 received by the Plan after December 31,
                  1983, and if the transfer occurred at the initiation of the
                  Employee (or former Employee)

                                       66

<PAGE>

                  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 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

                                       67

<PAGE>

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:

            (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.

                                       68

<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

                                       69

<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.

                                       70

<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

                                       71

<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:

                                       72

<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:

                                       73

<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 Section 414(p) of the Code 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(b)
(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.

                                       74

<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.

                                       75

<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.

                                       76

<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:

                                       77

<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.

                                       78

<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

                                       79

<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 contributed for Plan
Years beginning on or after January 1, 1999, 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 contributed for Plan Years beginning on or after January 1,
1999, and earnings allocable thereto, in qualifying employer securities (as
defined in Section 407(d)(5) of the Act).

                                       80

<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

                                       81

<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.

10.9  Investment Direction. In addition to the Investment Funds established by
the Committee as investment alternatives, Participants who were Participants in
the Retirement Savings Plan for the Employees of Del Webb Corporation prior to
its Merge Date shall be permitted to direct the investment of their Merged Plan
Accounts in any matter they select, pursuant to rules established by the
Committee. A Participant who utilizes this option may notify the Committee as to
how to exercise voting rights, if any, appurtenant to any investment which has
been acquired at the Participant's instruction with funds credited to his Merged
Plan Account. The Committee shall then direct the Trustee to purchase or dispose
of such investment, or exercise such voting rights, as stated in the notice
received from the Participant. Investments once acquired shall be held by the
Trustee for the Participant, and all income received thereon, and gains and
losses of such assets shall be credited to the Participant's Account from which
the investment was made. Investments so acquired shall be held by the Trustee
until distributed in accordance with this Plan or until the Trustee is directed
to dispose of the assets by the Participant through the Committee. The Committee
shall establish procedures by which Participants may exercise the rights
described in this Section 10.9. Notwithstanding the foregoing, effective January
1, 2003, only those Plan assets that have been subject to investment direction
pursuant to this Section 10.9 may continue to be so directed. No new funds may
be subject to such direction on and after January 1, 2003. Furthermore, even
though amounts may be subject to individual direction prior to January 1, 2003,
if they are transferred to other investments, such as to Investment Funds made
available by the Committee, at any time on or after January 1, 2003, such funds
may not thereafter again be subject to individual direction pursuant to this
Section 10.9.

                                       82

<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)   Pulte Homes, Inc., acting through its Board of Directors or its
delegate, 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 or its delegate, 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, 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 remain 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 4.5 (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

                                       83

<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. Pulte Homes, 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.

                                       84

<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.

                                       85

<PAGE>

                                  ARTICLE XII

                                  MISCELLANEOUS

12.1  No Reversions. Except as otherwise provided by Section 3.2 (Contributions
Conditioned Upon Deductibility) or Section 4.2 (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.

                                       86

<PAGE>

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 Section 414(p) of
the Code, 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

                                       87

<PAGE>

      (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.

                                       88

<PAGE>

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,
Special Contributions, 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.

                                       89

<PAGE>

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.

                                       90

<PAGE>

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.

                                       91

<PAGE>

                                  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 4.3 (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.

                                       92

<PAGE>

                                  ARTICLE XIV

                                    EXECUTION

      IN WITNESS WHEREOF, Pulte Homes, Inc. has caused this Plan, captioned
"Pulte Homes, Inc. 401(k) Plan," as amended and restated effective December 31,
2002, to be executed by its duly authorized officer this 11th day of
December, 2002.

                                            PULTE HOMES, INC.

                                            By: /s/Roger A. Cregg
                                              ----------------------------------
                                                 Its:Senior Vice President
                                                     and Chief Financial Officer


                                       93

<PAGE>

                             FIRST AMENDMENT TO THE
                          PULTE HOMES, INC. 401(k) PLAN
              (As Amended and Restated Effective December 31, 2002)

      WHEREAS, Pulte Homes, Inc. ("Pulte") has adopted and maintains the Pulte
Homes, Inc. 401(k) Plan, originally effective April 1, 1984, and as thereafter
most recently amended and restated effective December 31, 2002 (the "Plan"); and

      WHEREAS, pursuant to Section 11.4 of the Plan, Pulte has reserved the
right to amend the Plan at any time; and

      WHEREAS, Pulte is desirous of amending the Plan in order to change the
definition of "Company" to permit either the Vice President of Human Resources
or the Vice President of Human Resources Employee Services to approve the
adoption of the Plan by an affiliate or subsidiary of Pulte.

      NOW, THEREFORE, IN CONSIDERATION OF THE PREMISES, Section 1.1(l) of the
Plan is hereby amended, effective December 31, 2002, to read as follows:

            "(l)  `COMPANY' means the Employer and any of its subsidiaries or
      affiliates, if any, which, with the approval of the Vice President of
      Human Resources or the Vice President of Human Resources Employee
      Services, adopt the Plan."

      IN WITNESS WHEREOF, Pulte has caused this First Amendment to the Pulte
Homes, Inc. 401(k) Plan to be executed by its duly authorized representative
this 31st day of December, 2002.

                                            PULTE HOMES, INC.

                                            By: /s/ Roger A. Cregg
                                              -----------------------------
                                            Its: Senior Vice President and
                                                 Chief Financial Officer
<PAGE>

                                SECOND AMENDMENT
                                     TO THE
                          PULTE HOMES, INC. 401(k) PLAN
              (As Amended and Restated Effective December 31, 2002)

      WHEREAS, Pulte Homes, Inc. ("Pulte") has adopted and maintains the Pulte
Homes, Inc. 401(k) Plan, originally effective April 1, 1984, as thereafter most
recently amended and restated effective December 31, 2002 (the "Plan"), and as
thereafter amended from time to time; and

      WHEREAS, pursuant to Section 11.4 of the Plan, Pulte has reserved the
right to amend the Plan at any time; and

      WHEREAS, Pulte is desirous of amending the Plan in order to change the
definition of "Company" to permit either the Board of Directors, the Vice
President of Human Resources, or the Vice President of Human Resources Strategic
Development to approve adoption of the Plan by an affiliate, to make the
calendar year election for purposes of identifying highly compensated employees,
and to eliminate references to Pulte International Caribbean Corporation
participants as a result of Pulte International Caribbean Corporation's
termination of its participation in the Plan.

      NOW, THEREFORE, IN CONSIDERATION OF THE PREMISES, the Plan is hereby
amended, effective as of January 1, 2003, in the following respects:

      1.    Section 1.1(l) of the Plan is hereby amended to read as follows:

            "(l)  `COMPANY' means the Employer and any of its subsidiaries or
affiliates, if any, which, with the approval of the Board of Directors, the Vice
President of Human Resources, or the Vice President of Human Resources Strategic
Development, adopt the Plan."

      2.    Sections 1.1(ll)(i) and (ii) of the Plan are hereby amended to read
as follows:

            "(ll) `HIGHLY COMPENSATED EMPLOYEE' means any Employee who:

                  (i)   Owned at any time in the calendar year ending with or
                        within the current Plan Year or the next preceding
                        calendar year more than five percent (5%) of the
                        outstanding stock of the Company or stock which has more
                        than five percent

<PAGE>

                        (5%) of the total combined voting power of all stock of
                        the Company; or

                  (ii)  Received Total Compensation for the calendar year ending
                        with or within the current Plan Year of at least 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."

      3.    Section 2.2(b) is hereby amended to read as follows:

            "(b)  Limits on Compensation Reduction Elections. Except as provided
      in 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 his Creditable
      Compensation, but not to exceed Eleven Thousand Dollars ($11,000) (or such
      greater amount as may be permitted under Section 402(g) of the Code as a
      result of adjustments made by the Secretary of the Treasury for the cost
      of living) in any calendar year. The Eleven Thousand Dollars ($11,000)
      limitation set forth in the preceding sentence shall apply to all elective
      deferrals, within the meaning of Section 402(g)(3) of the Code, 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."

      4.    Section 2.2(c) is hereby amended to read as follows:

            "(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 as thereafter 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."

      5.    Section 7.1 is hereby amended to read as follows:

      "7.1 Applicability. For each Plan Year beginning after December 31, 1983,
      in which the Plan is Top Heavy within the meaning of Section 7.2
      (Determination of Top Heavy Status), the restrictions set forth in 7.3
      (Top Heavy Restrictions) shall apply. Notwithstanding the foregoing, the
      provisions of this Article VII shall not apply in any year beginning after
      December 31, 2002, in which the Plan consists

                                       2

<PAGE>

      solely of a cash or deferred arrangement, which meets the requirements of
      Code Section 401(k)(12) and matching contributions, with respect to which
      the requirements of Code Section 401(m)(11) are met."

      IN WITNESS WHEREOF, Pulte has caused this Second Amendment to the Pulte
Homes, Inc. 401(k) Plan to be executed by its duly authorized representative
this 12th day of December, 2003.

                                               PULTE HOMES, INC.

                                               By:  /s/ Norma Machado
                                                   ------------------------
                                               Its: VP of Human Resources
                                                    and Strategic Development

                                       3