e10vk

(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2003

100 Bloomfield Hills Parkway, Suite 300
Bloomfield Hills, Michigan 48304
(Address of principal executive offices) (Zip Code)

Securities registered pursuant to Section 12(g) of the Act:
NONE
(Title of class)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES (X) NO ( )

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ( )

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). (X)

Aggregate market value of voting stock held by nonaffiliates of the registrant as of June 30, 2003: $2,477,924,686

Number of shares of common stock outstanding as of January 31, 2004: 125,426,644

Applicable portions of the Proxy Statement for the 2004 Annual Meeting of Shareholders are incorporated by reference in Part III of this Form.

Our internet website address is www.pulte.com. Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to section 13(a) or 15(d) of the Exchange Act are available free of charge through our website as soon as reasonably practicable after we electronically file with or furnish them to the Securities and Exchange Commission. Our code of ethics for principal officers, our corporate governance guidelines and the charters of the Audit, Compensation, and Nominating and Governance committees of our Board of Directors, are also posted on our website and are available in print upon request.

Pulte Homes, Inc. is a publicly held holding company whose subsidiaries engage in the homebuilding and financial services businesses. Our assets consist principally of the capital stock of our subsidiaries, cash and investments. Our income primarily consists of dividends from our subsidiaries and interest on investments. Our direct subsidiaries include Pulte Diversified Companies, Inc., Del Webb Corporation (Del Webb) and other subsidiaries engaged in the homebuilding business. Pulte Diversified Companies, Inc.’s operating subsidiaries include Pulte Home Corporation, Pulte International Corporation (International) and other subsidiaries engaged in the homebuilding business. Pulte Diversified Companies, Inc.’s non-operating thrift subsidiary, First Heights Bank, fsb (First Heights), is classified as a discontinued operation (see Note 4 of Notes to Consolidated Financial Statements). We also have a mortgage banking company, Pulte Mortgage LLC (Pulte Mortgage), which is a subsidiary of Pulte Home Corporation.

We have two reportable business segments, Homebuilding and Financial Services, and one non-operating segment, Corporate. The Homebuilding segment consists of the following two business units:

	•		Domestic Homebuilding, our core business, is engaged in the acquisition and development of land principally for residential purposes within the continental United States and the construction of housing on such land targeted for the first-time, first and second move-up, and active adult home buyers.

	•		International Homebuilding is primarily engaged in the acquisition and development of land principally for residential purposes, and the construction of housing on such land in Mexico, Puerto Rico and Argentina.

The Financial Services segment consists principally of mortgage banking and title operations conducted through Pulte Mortgage and other subsidiaries.

Corporate is a non-operating segment that supports the operations of our subsidiaries by acting as the internal source of financing, developing and implementing strategic initiatives centered on new business development and operating efficiencies, and providing the administrative support associated with being a publicly traded entity listed on the New York Stock Exchange.

Financial information, including revenue, pre-tax income and total assets of each of our business segments is included in Note 2 of Notes to Consolidated Financial Statements.

Note:

Homebuilding settlement revenues of affiliates, not included in the table above, for the years ended December 31, 2003 through 1999 were $32,511, $40,723, $180,621, $148,798, and $162,926, respectively. Homebuilding unit settlements of affiliates, not included in the table above, for the years ended December 31, 2003 through 1999 were 149, 1,022, 7,258, 7,718, and 6,791, respectively.

Settlements (home sales) and net new orders (orders for homes net of cancellations) in any year are strongly influenced by local, regional and national market economic conditions. Backlog (homes that have been ordered but not completed and sold) at any period is strongly influenced by local, regional and national market economic conditions.

We build a wide variety of homes, including single family detached units, townhouses, condominiums and duplexes, with varying prices, models, options and lot sizes. Since 1990, we have more than quadrupled our annual unit closings, unit orders and unit backlog levels. Including 2003 settlements of nearly 33,000 homes, we have closed more than 370,000 homes since our inception.

On July 31, 2001, we merged with Del Webb in a tax-free stock-for-stock transaction. Del Webb was primarily a homebuilder with operations in seven states. For the fiscal year ended June 30, 2001, Del Webb reported net income of $91.2 million on revenues of $1.9 billion and 7,038 unit settlements. Backlog reported at June 30, 2001, was 3,682 units valued at approximately $994 million. This merger expanded and supported our leadership position. In particular, we believe the merger strengthened our position among active adult (55 and better) homebuyers, added important strategic land positions, provided operational savings from economies of scale, bolstered our purchasing leverage, and enhanced our overall competitive position. In accordance with our operational strategy, we will continue to evaluate available strategic acquisition opportunities that are consistent with our long-range goals.

As of December 31, 2003, our Domestic Homebuilding operations offered homes for sale in 535 communities at sales prices ranging from $80,000 to $2,300,000. Sales prices of homes currently offered for sale in 75% of our communities fall within the range of $100,000 to $350,000 with a 2003 average unit selling price of $259,000. Sales of single-family detached homes, as a percentage of total unit sales, were 83% in 2003, 86% in 2002, and 82% in 2001. Our Domestic Homebuilding operations are geographically diverse and, as a result, better insulate us from demand changes in individual markets. As of December 31, 2003, our Domestic Homebuilding business operated in 44 markets spanning 27 states.

As of December 31, 2003, our Domestic Homebuilding operations had 13,952 units in backlog valued at approximately $4.1 billion.

Our International Homebuilding operations are principally conducted through subsidiaries of International in Mexico, Puerto Rico and Argentina. International Homebuilding product offerings focus on the demand of first-time buyers and middle-to-upper income consumer groups. Effective January 1, 2002, International reorganized its structure within Mexico to create a single company, Pulte Mexico S. de R.L. de C.V., which ranks as one of the largest builders in the country. Prior to the reorganization, these operations were conducted primarily through five joint ventures throughout Mexico. Under the new ownership structure, which combines the largest of these entities, we own 63.8% of Pulte Mexico S. de R.L. de C.V. and have consolidated Pulte Mexico S. de R.L. de C.V. into our financial statements.

We are currently in the process of evaluating various long-term strategic alternatives with regard to our International operations.

We select locations for development of homebuilding communities after completing extensive market research, enabling us to match the location and product offering with our targeted consumer group. We consider factors such as proximity to developed areas, population and job growth patterns and, if applicable, estimated development costs. We historically have managed the risk of controlling our land positions through use of option contracts and outright acquisition. We typically control land with the intent to complete sales of housing units within 24 to 36 months from the date of opening a community, except in the case of certain active adult developments and our Del Webb operations for which the completion of community build out requires a longer time period due to typically larger project sizes. As a result, land is generally purchased after it is properly zoned and developed or is ready for development. In addition, we dispose of owned land not required in the business through sales to appropriate end users. Where we develop land, we engage directly in many phases of the development process, including land and site planning, obtaining environmental and other regulatory approvals, as well as constructing roads, sewers, water and drainage facilities and other amenities. We use our staff and the services of independent engineers and consultants for land development activities. Land development work is performed primarily by independent contractors and local government authorities who construct sewer and water systems in some areas. At December 31, 2003, we controlled approximately 257,000 lots, of which 120,000 were owned and 137,000 were under option agreements.

We are dedicated to improving the quality and value of our domestic homes through innovative proprietary architectural and community designs and state-of-the-art customer marketing techniques. Analyzing various qualitative and quantitative data obtained through extensive market research, we segment our potential customers into well-defined buyer profiles. Segmentation analysis provides a method for understanding the business opportunities and risks across the full spectrum of consumer groups in each market. Once the demands of potential buyers are understood, we link our home design and community development efforts to the specific lifestyle of each targeted consumer group.

To meet the demands of our various domestic customers, we have established a solid design expertise for a wide array of product lines. We believe that we are an innovator in the design of our homes and we view design capacity as an integral aspect of our marketing strategy. Our in-house architectural services teams and management, supplemented by outside consultants, are successful in creating distinctive design features, both in exterior facades and interior options and features. In certain markets our strategy is to offer “the complete house” in which all features shown in the home are included in the sales price. Standard features typically offered include vaulted ceilings, appliances, and a variety of available flooring and carpet.

Typically, our domestic sales teams, together with outside sales brokers, are responsible for guiding the customer through the sales process. We are committed to industry-leading customer service through a variety of quality initiatives, including the customer care program, which ensures that homeowners are comfortable at every stage of the building process. Using a seven-step, interactive process, homeowners are kept informed during their homebuilding and home owning experience. The steps include (1) a pre-construction meeting with the superintendent; (2) pre-dry wall frame walk; (3) quality assurance inspection; (4) first homeowner orientation; (5) 30-day follow-up after the close of the home; (6) three-month follow-up; and (7) an 11-month quality list after the close of the home. Fully furnished and landscaped model homes are used to showcase our homes and their distinctive design features. We have great success with the first-time buyer in the low to moderate price range; in such cases, financing under United States Government-insured and guaranteed programs is often used and is facilitated through our mortgage company. We also enjoy strong sales to the move-up buyer and, in certain markets, offer semi-custom homes in higher price ranges.

As a result of the Del Webb merger, we are better able to address the needs of active adults, the fastest growing homebuying segment. With destination communities offering highly amenitized products such as golf courses, recreational centers and educational classes, the active adult buyer has many options to maintain an active lifestyle.

In 2003, our Dallas, Houston, Las Vegas, Minneapolis/St. Paul, San Francisco Bay Area, Phoenix, Raleigh/Durham, Sacramento, Southern California, Tampa, Tucson, and Palm Beach markets were recognized for ranking the highest in their markets in a national customer satisfaction study. The survey of twenty-one U. S. markets noted customer service and home readiness as the two factors that most heavily influenced the customer’s overall level of satisfaction. We ranked third or better in seventeen of the twenty-one markets surveyed. Building on this quality foundation is our brand development program with our “Three I’s on Quality” (Involvement, Integrity, and Innovation) platform. Developing the Pulte Homes brand and leveraging the strength of the “DiVosta,” “Del Webb” and “Sun City” tradenames helps to distinguish our communities from the competition, and can often be rewarded with the advantages of additional sales pace, choice community locations, and reduced overall customer acquisition costs.

In addition, our Homeowner for Life™ strategy and philosophy has increased our business from those who have previously owned a Pulte home or have been referred by a Pulte homeowner by ensuring a positive home buying and home owning experience. We introduce our homes to prospective buyers through a variety of media advertising, illustrated brochures, Internet listings and link placements, and other advertising displays. In addition, our websites, www.pulte.com, www.delwebb.com, and www.divosta.com provide tools to help users find a home that meets their needs, investigate financing alternatives, communicate moving plans, maintain a home, learn more about us and communicate directly with us. Approximately three million potential customers visited our websites during 2003.

Our international sales and marketing efforts focus on the identification of underserved market demand, particularly in Argentina and Puerto Rico, with strong emphasis on quality initiatives and customer service. In Mexico, where our product is focused largely on social interest housing, sales and marketing efforts target areas experiencing population and employment (industrialization) growth.

The construction process for our domestic homes begins with the in-house design of the homes we sell. The building phase is conducted under the supervision of our on-site construction superintendents. The construction work is usually performed by independent contractors under contracts that, in many instances, cover both labor and materials on a fixed-price basis. We believe that Pulte Preferred Partnerships (P³), an extension of our quality assurance program, continues to establish new standards for contractor relations. Using a selective process, we have teamed up with what we believe are premier contractors and suppliers to improve all aspects of the land development and house construction processes.

We maintain efficient construction operations by using standard materials and components from a variety of sources and, when possible, by building on contiguous lots. To minimize the effects of changes in construction costs, the contracting and purchasing of building supplies and materials generally is negotiated at or near the time when related sales contracts are signed. In addition, we leverage our size by actively negotiating our materials needs on a national or regional basis to minimize production component cost. We are also working to establish a more integrated system that can effectively link suppliers, contractors and the production schedule through various strategic business partnerships and e-business initiatives.

Housing in Mexico and Puerto Rico consists primarily of reinforced poured concrete, concrete and ceramic block and/or brick construction with flat roofs and public water, electric and sanitary system connections. Our housing product in Argentina is designed and constructed in a similar fashion to our domestic product but is customized for local preferences. Building materials, supplies and components are sourced locally and the construction work is performed by general contractors and/or independent contractors, which in many cases include both labor and materials.

We cannot determine the extent to which necessary building materials will be available at reasonable prices in the future and have, on occasion, experienced shortages of skilled labor in certain trades and of building materials in some markets.

Our dedication to customer satisfaction is evidenced by our consumer and value-based brand approach to product development, and is something that we believe distinguishes us in the homebuilding industry and contributes to our long-term competitive advantage. The housing industry in the United States, however, is highly competitive. In each of our market areas, there are numerous homebuilders with which we compete. We also compete with the resales of existing house inventory. Any provider of housing units, for-sale or to rent, including apartment builders, may be considered a competitor. Conversion of apartments to condominiums further provides certain segments of the population an alternative to traditional housing, as does manufactured housing. We compete primarily on the basis of price, reputation, design, location and quality of our homes. The housing industry is affected by a number of economic and other factors including: (1) significant national and world events, which impact consumer confidence; (2) changes in interest rates; (3) changes in other costs associated with home ownership, such as property taxes and energy costs; (4) various demographic factors; (5) changes in federal income tax laws; (6) changes in government mortgage financing programs, and (7) availability of sufficient mortgage capacity. In addition to these factors, our business and operations could be affected by shifts in demand for new homes.

Our operations are subject to building, environmental and other regulations of various federal, state, local and foreign governing authorities. For our homes to qualify for Federal Housing Administration (FHA) or Veterans Administration (VA) mortgages, we must satisfy valuation standards and site, material and construction requirements of those agencies. Our compliance with federal, state, local and foreign laws relating to protection of the environment has had, to date, no material effect upon capital expenditures, earnings or competitive position. More stringent requirements could be imposed in the future on homebuilders and developers, thereby increasing the cost of compliance.

We conduct our financial services business, which includes mortgage and title operations, through Pulte Mortgage and other subsidiaries.

Our mortgage bank arranges financing through the origination of mortgage loans primarily for the benefit of our domestic homebuyers, but also services the general public. We also engage in the sale of such loans and the related servicing rights. We are a lender approved by the FHA and VA and are a seller/servicer approved by Government National Mortgage Association (GNMA), Federal National Mortgage Association (FNMA), Federal Home Loan Mortgage Corporation (FHLMC) and other investors. In our conventional mortgage lending activities we follow underwriting guidelines established by FNMA and FHLMC.

Our mortgage underwriting, processing and closing functions are centralized in Denver, Colorado using a mortgage operations center (MOC) concept. We also use a centralized telephone loan officer concept where loan officers are centrally located at a mortgage application center (MAC) in Denver. Our sales representatives, who are the mortgage customers’ main contact, forward the loan applications to a MAC loan counselor who calls the customer to complete the loan application and then forwards it to the MOC for processing. We believe both the MOC and the MAC improve the speed and efficiency of our mortgage operations, thereby improving our profitability and allowing us to focus on creating attractive mortgage financing opportunities for our customers.

In originating mortgage loans, we initially use our own funds and borrowings made available to us through various credit arrangements. Subsequently, we sell such mortgage loans and mortgage-backed securities to outside investors.

Our capture rate for the years ended December 31, 2003, 2002, and 2001 was approximately 83%, 78%, and 74%, respectively. Our capture rate represents loan originations from our homebuilding business as a percent of total loan opportunities, excluding cash settlements, from our homebuilding business. During the years ended December 31, 2003, 2002 and 2001, we originated mortgage loans for approximately 73%, 68% and 67%, respectively, of the homes we sold domestically. Such originations represented 83%, 85% and 81%, respectively, of our originations.

We sell our servicing rights on a flow basis through fixed price servicing sales contracts to reduce the risks inherent in servicing loans. This strategy results in owning the servicing rights for only a short period of time, generally less than four months after the loan is originated, which substantially reduces the risk of impairment with respect to the fair value of these reported assets. The servicing sales contracts provide for the reimbursement of payments made when loans prepay within specified periods of time, usually 90 days after sale or securitization.

The mortgage industry in the United States is highly competitive. We compete with other mortgage companies and financial institutions to provide attractive mortgage financing to both our homebuyers and to the general public. The Internet is also an important resource for homebuyers in obtaining financing as a number of companies provide online approval for their customers. These Internet-based mortgage companies may also be considered competitors.

In originating and servicing mortgage loans, we are subject to rules and regulations of the FHA, VA, GNMA, FNMA and FHLMC. In addition to being affected by changes in these programs, our mortgage banking business is also affected by several of the same factors that impact our homebuilding business.

During the first quarter of 1994, we adopted a plan of disposal for First Heights and announced our strategy to exit the thrift industry and increase our focus on housing and related mortgage banking. First Heights sold all but one of its 32 bank branches and related deposits to two unrelated purchasers. The sale was substantially completed during the fourth quarter of 1994.

Although in 1994, we expected to complete the plan of disposal within a reasonable period of time, contractual disputes with the Federal Deposit Insurance Corporation (FDIC) prevented the prepayment of the Federal Savings and Loan Insurance Corporation Resolution Fund (FRF) notes, thereby precluding us from completing the disposal in accordance with our original plan. To provide liquidity for the sale, First Heights liquidated its investment portfolios and its single-family residential loan portfolio and, as provided in the Assistance Agreement, entered into a Liquidity Assistance Note (LAN) with the FDIC acting in its capacity as manager of the FRF notes. The LAN was collateralized by the FRF notes. The LAN and FRF notes matured in September 1998; however, payment of these obligations was withheld by both parties pending resolution of all open matters with the FDIC. As discussed in Item 3, we settled the litigation with the FDIC in October 2001, and as part of that settlement all obligations under the LAN and FRF notes were extinguished.

First Heights’ day-to-day activities are principally devoted to supporting residual regulatory compliance matters and the litigation with the United States government, discussed in Item 3, and are not reflective of the active operations of the former thrift, such as maintaining traditional transaction accounts (e.g., checking and savings accounts) or making loans. Accordingly, such operations are presented as discontinued.

Corporate is a non-operating segment that is comprised primarily of Pulte Homes, Inc. and Pulte Diversified Companies, Inc., both of which are holding companies. The primary purpose of Corporate is to support the operations of our subsidiaries by acting as the internal source of financing, developing and implementing strategic initiatives centered around new business development and operating efficiencies. Business development activities include the pursuit of additional domestic and international opportunities as well as the development of innovative building components and processes. Corporate also includes the activities associated with supporting a publicly traded entity listed on the New York Stock Exchange.

Corporate assets include equity investments in its subsidiaries, short-term financial instruments and affiliate advances. Liabilities include senior and subordinated debt and income taxes. Corporate revenues consist primarily of investment earnings of excess funds, while its expenses include costs associated with supporting a publicly traded company and its subsidiaries’ operations, and investigating strategic initiatives.

All subsidiaries and operating units operate independently with respect to daily operations. Homebuilding real estate purchases and other significant homebuilding, mortgage banking, financing activities and similar operating decisions must be approved by the business unit and/or corporate senior management.

At December 31, 2003, we employed approximately 10,800 persons. Our employees are not represented by any union. Contracted work, however, may be performed by union contractors. Homebuilding and mortgage banking management personnel are paid performance bonuses and incentive compensation. Performance bonuses are based on individual performance while incentive compensation is based on the performance of the applicable business unit or subsidiary. Our corporate management personnel are paid incentive compensation based on our overall performance. Each subsidiary is given autonomy regarding employment of personnel, although our senior corporate management acts in an advisory capacity in the employment of subsidiary officers. We consider our employee and contractor relations to be satisfactory.

Our homebuilding and corporate headquarters are located at 100 Bloomfield Hills Parkway, Suite 300, Bloomfield Hills, Michigan 48304, where we lease 63,740 square feet of office space. We also lease 37,004 square feet of office space at 15333 N. Pima Rd., Suite 300/340/345, Scottsdale, Arizona 85250 and 41,208 square feet of office space at 1230 West Washington Street, Tempe, Arizona 85281 for certain corporate and business services. Pulte Mortgage’s offices are located at 7475 South Joliet Street, Englewood, Colorado 80112 and 99 Inverness Drive East, Englewood, Colorado 80112. We lease approximately 61,436 square feet and 32,000 square feet, respectively, of office space at these locations. Our homebuilding markets and mortgage branch operations generally lease office space for their day-to-day operations. First Heights’ administrative office is located in 918 square feet of leased space at 2010 North Loop West, Suite 220, Houston, Texas 77018.

Because of the nature of our homebuilding operations, significant amounts of property are held as inventory in the ordinary course of our homebuilding business. Such properties are not included in response to this Item.

We are involved in various litigation incidental to our continuing business operations. We believe that none of this litigation will have a material adverse impact on our results of operations, our financial position or our cash flows.

We were a party to three lawsuits relating to First Heights’ 1988 acquisition from the Federal Savings and Loan Insurance Corporation (FSLIC) and First Heights’ ownership of five failed Texas thrifts. The first lawsuit (the District Court Case) was filed on July 7, 1995, in the United States District Court, Eastern District of Michigan, by the Federal Deposit Insurance Corporation (FDIC) against Pulte Homes, Inc., Pulte Diversified Companies, Inc. and First Heights (collectively, the Pulte Parties). The second lawsuit (the Court of Federal Claims Case) was filed on December 26, 1996, in the United States Court of Federal Claims (Washington, D.C.) by the Pulte Parties against the United States. The third lawsuit was filed by First Heights on January 10, 2000, in the United States District Court, Eastern District of Michigan against the FDIC regarding the amounts, including interest, the FDIC was obligated to pay First Heights on two promissory notes which had been executed by the FDIC’s predecessor, the FSLIC.

In the District Court Case, the FDIC, as successor to the FSLIC, sought a declaration of rights and other relief related to the Assistance Agreement entered into between First Heights and the FSLIC. The FDIC and the Pulte Parties disagreed about the proper interpretation of provisions in the Assistance Agreement which provide for sharing of certain tax benefits achieved in connection with First Heights’ 1988 acquisition and ownership of the five failed Texas thrifts. The District Court Case also included certain other claims relating to the foregoing, including claims resulting from our amendment and First Heights’ amendment of a tax sharing and allocation agreement between us and First Heights. The Pulte Parties disputed the FDIC’s claims and filed an answer and a counterclaim, seeking, among other things, a declaration that the FDIC had breached the Assistance Agreement in numerous respects. On December 24, 1996, the Pulte Parties voluntarily dismissed without prejudice certain of their claims in the District Court Case and, on December 26, 1996, initiated the Court of Federal Claims Case.

In October 2001, the FDIC and the Pulte Parties settled the District Court Case, the related appeal to the Sixth Circuit Court of Appeals and the third lawsuit. As part of this settlement (the Settlement), the First Heights Assistance Agreement was terminated, except that certain tax benefit sharing provisions will continue in effect, and the warrants issued by First Heights to the FDIC were extinguished. We do not believe that the claims in the Court of Federal Claims Case are in any way prejudiced by the Settlement.

In the Court of Federal Claims Case, the Pulte Parties assert breaches of contract on the part of the United States in connection with the enactment of Section 13224 of the Omnibus Budget Reconciliation Act of 1993 (OBRA). That provision repealed portions of the tax benefits that the Pulte Parties claim they were entitled to under the contract to acquire the failed Texas thrifts. The Pulte Parties also assert other claims concerning the contract, including that the United States (through the FDIC as receiver) improperly attempted to amend the failed thrifts’ pre-acquisition tax returns and that this attempt was made in an effort to deprive the Pulte Parties of tax benefits for which they had contracted.

On August 17, 2001, the United States Court of Federal Claims ruled that the United States government is liable to the Pulte Parties for breach of contract by enacting Section 13224 of OBRA. In September 2003, the United States Court of Federal Claims issued final judgment that the Pulte Parties have been damaged by approximately $48.7 million as a result of the United States government’s breach of contract with them. The United States government and the Pulte Parties filed Notices of Appeal with the United States Court of Appeals for the Federal Circuit in October 2003. Accordingly, any gain related to this litigation will be recognized only upon final resolution.

The following is a brief account of the business experience of each officer during the past five years:

Mr. Pulte was appointed Chairman of the Board in December 2001. He has also served as Chairman of the Executive Committee of the Board of Directors since January 1999.

Mr. Dugas was appointed President and Chief Executive Officer in July 2003. Prior to that date, he served as Executive Vice President and Chief Operating Officer. He was appointed Chief Operating Officer in May 2002 and Executive Vice President in December 2002. Since 1994, he has served in a variety of management positions. Most recently, he was Coastal Region President with responsibility for our Georgia, North Carolina, South Carolina, and Tennessee operations.

Mr. Petruska was appointed Executive Vice President and Chief Operating Officer in January 2004. Since joining our company in 1984, he has held a number of management positions. Most recently, he was the President for both the Arizona Area and Nevada Area operations.

Mr. Cregg was appointed Executive Vice President in May 2003 and was named Chief Financial Officer effective January 1998.

Mr. Taylor was appointed Executive Vice President, Human Resources, in May 2003. Prior to that date, he was Vice President of Human Resources and Sales Development since 1997.

Mr. Stoller was appointed Senior Vice President in September 1999. Prior to that date, he served as Vice President and General Counsel since October 1990.

Mr. Robinson was appointed Treasurer in July 1998 and was named Vice President and Treasurer effective January 1999.

There is no family relationship between any of the officers. Each officer serves at the pleasure of the Board of Directors.

ITEM 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Our common shares are listed on the New York Stock Exchange (Symbol: PHM). The table below, which has been adjusted to retroactively reflect our two-for-one stock split announced December 11, 2003 and effected January 2, 2004, sets forth, for the quarterly periods indicated, the range of high and low closing prices and cash dividends declared per share.

Set forth below is selected consolidated financial data for each of the past five fiscal years. The selected financial data should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations and our Consolidated Financial Statements and Notes thereto included elsewhere in this report.

(a)		Del Webb operations were merged effective July 31, 2001.

(b)		All share and per share amounts have been restated to retroactively reflect the two-for-one stock split announced on December 11, 2003 and effected January 2, 2004.

(a)		Total net new orders-units for the years ended December 31, 2003 and 2001, do not include 1,051 units and 3,953 units, respectively, of acquired backlog.

(b)		Domestic homebuilding interest expense, which represents the amortization of capitalized interest, has been reclassified to home cost of sales.

(c)		Homebuilding unit settlements of affiliates, not included in the table above, for the years ended December 31, 2003 through 1999 were 149, 1,022, 7,258, 7,718, and 6,791, respectively.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

A summary of our operating results by business segment for the years ended December 31, 2003, 2002, and 2001 is as follows ($000’s omitted, except per share data):

A comparison of pre-tax income (loss), for the years ended December 31, 2003, 2002, and 2001 is as follows:

	•		Continued strong demand for new housing, the addition and expansion of the Del Webb branded communities, coupled with our ability to effectively manage selling price and pace through our unique segmentation strategy drove pre-tax income of our homebuilding business segment to increase 38% in 2003 and 41% in 2002. Domestic average unit selling price increased by 7% in 2003 and 8% in 2002. Additionally, domestic gross margin percentages from home sales were up 120 basis points in 2003 principally as a result of product price increases and market and product mix shifts. Compared to 2001, our 2002 domestic gross margin percentages were up 30 basis points principally as a result of purchase accounting adjustments recorded in 2001.

	•		Pre-tax income of our financial services business segment increased 3% in 2003 and 81% in 2002. The increase in 2003 was primarily driven by an increase in loan originations and a higher capture rate tempered by a less favorable interest rate environment during the last half of the year. The 2002 increase was a result of increased volume, a favorable interest rate environment, effective leverage of overhead costs and the addition of Del Webb mortgage operations.

	•		Pre-tax loss of our non-operating corporate segment increased 22% in 2003 to $75.4 million principally from higher compensation-related costs. The pre-tax loss in 2002 increased 8% as a result of higher interest costs, related to an increase in debt levels to support the growth of the business.

During the third quarter of 2003 and 2002, we recorded non-cash, after-tax gains of $7.9 million and $10.0 million, respectively, related to the favorable resolution of certain tax matters relating to our thrift operation, which we discontinued in 1994.

	•		Domestic Homebuilding - We conduct our Domestic Homebuilding operations in 44 markets located throughout 27 states. Domestic Homebuilding offers a broad product line to meet the needs of the first-time, first and second move-up, and active adult homebuyers.

	•		International Homebuilding - We conduct our International Homebuilding operations through subsidiaries of Pulte International Corporation (International) in Mexico, Puerto Rico and Argentina. International Homebuilding product offerings focus on the demand of first-time buyers and middle-to-upper income consumer groups. We are currently in the process of evaluating various long-term strategic alternatives with regard to our International operations.

Certain operating data relating to our homebuilding operations are as follows ($000’s omitted):

Note:

Homebuilding revenues of affiliates, not included in the table above, for the years ended December 31, 2003 through 2001 were $32,511, $40,723, and $180,621, respectively. Homebuilding unit settlements of affiliates, not included in the table above, for the years ended December 31, 2003 through 2001 were 149, 1,022, and 7,258, respectively.

The Domestic Homebuilding operations represent our core business. We conduct our operations in 44 markets, located throughout 27 states, presented geographically as follows:

The greater Phoenix market accounted for 11% of Domestic Homebuilding settlement revenues, 12% of settlement units and 14% of net new orders in 2003. The Las Vegas market accounted for 10% of net new orders in 2003. For the year ended December 31, 2002, the greater Phoenix market accounted for 10% of Domestic Homebuilding settlement revenues, 11% of settlement units and 11% of net new orders. No other individual markets represented more than 10% of total Domestic Homebuilding settlement revenues, settlement units or net new orders during the three years ended December 31, 2003.

The following table presents selected unit information for our Domestic Homebuilding operations:

(a)

Net new orders for the years ended December 31, 2003 and 2001, do not include 1,051 units and 3,953 units, respectively, of acquired backlog and related dollars.

Unit settlements in 2003 reached a record high, increasing 13% to 32,693 units. The increase in 2003 can be attributed to continued strong demand for new housing and an increase in the active communities to 535 from 460. Unit settlements in 2002 increased 26% to 28,903 units, principally from the inclusion of a full year of Del Webb operations combined with strong sales in the Midwest. The average selling price for our homes increased from $225,000 in 2001 to $242,000 in 2002 and to $259,000 in the current year. Changes in average selling price reflect a number of factors, including price increases, the mix of product closed during a period and the number of options purchased by customers. Both 2003 and 2002 benefited from increased product prices and improved product mix.

Ending backlog, which represents orders for homes that have not yet closed, climbed 32% to 13,952 homes. The dollar value of our ending backlog was up 45% to $4.1 billion at December 31, 2003. Unit and dollar backlog at December 31, 2002, increased 22% and 35%, respectively, to 10,605 homes valued at $2.9 billion. Overall, strong demand supported by a favorable interest rate environment and an increase in the number of active communities drove increased order activity and record levels of backlog.

The following table presents a summary of pre-tax income for our Domestic Homebuilding operations ($000’s omitted):

Domestic homebuilding interest expense, which represents the amortization of capitalized interest, has been reclassified to home cost of sales.

Gross profit margins from home sales in 2003 increased 120 basis points over 2002 to 20.6%. Gross profit margins in 2002 increased 30 basis points to 19.4%. Factors that contributed to this favorable trend include strong customer demand, positive home pricing, the benefits of leverage-buy purchasing activities and effective production and inventory management. In addition, 2001 gross profit margins were negatively impacted 20 basis points as a result of purchase accounting adjustments.

Land sales increased in each of the prior three years, demonstrating our competency in purchasing, developing and entitling certain land positions for sale primarily to other homebuilders, as well as to retail and commercial establishments. Revenues and their related gains/losses may vary significantly between periods, depending on the timing of such sales. We continue to rationalize certain existing land positions to ensure the most effective use of invested capital. Included in other assets is approximately $251.2 million in land held for disposition as of December 31, 2003, as compared to $218.8 million in the prior year.

For the year ended December 31, 2003, selling, general and administrative expenses, as a percentage of home settlement revenues, increased 20 basis points to 9.7% after increasing 10 basis points to 9.5% in 2002. The increase in 2003 is principally attributable to costs associated with the realignment of our field operations and organizations to meet the challenge and opportunity for future growth. Higher startup costs for new communities and increased compensation related costs partially offset by a reduction in costs associated with the Del Webb operations contributed to the change in 2002.

Other income (expense), net totaled income of $3.4 million in 2003 compared to expense of $23.0 million in 2002. This favorable change was principally a result of equity earnings from two Nevada-based joint ventures, totaling $28.5 million, related to the sale of commercial and residential properties. Other expense, net of $16.9 million in 2001 benefited from income from certain non-operating investments totaling $4.2 million.

At December 31, 2003 and 2002, our Domestic Homebuilding operations controlled approximately 256,900 and 176,800 lots, respectively. Approximately 120,400 and 84,300 lots were owned, and approximately 66,000 and 43,800 lots were under option agreements approved for purchase at December 31, 2003 and 2002, respectively. In addition, there were approximately 70,500 lots under option agreements at December 31, 2003, pending approval, that are under review and evaluation for future use by our Domestic Homebuilding operations. This compared to 48,700 lots at December 31, 2002.

The total purchase price applicable to approved land under option for use by our homebuilding operations at future dates approximated $2.6 billion at December 31, 2003. In addition, total purchase price applicable to land under option pending approval was valued at $2.1 billion at December 31, 2003. Land option agreements, which may be cancelled at our discretion, may extend over several years and are secured by deposits totaling $99.0 million, which are generally non-refundable.

Our International Homebuilding operations are primarily conducted through subsidiaries of International in Mexico, Puerto Rico and Argentina. Effective January 1, 2002, we reorganized the structure of our operations within Mexico to create a single company, Pulte Mexico S. de R.L. de C.V. , which ranks as one of the largest builders in the country. Prior to the reorganization, these operations were conducted primarily through five joint ventures throughout Mexico. Under the new ownership structure, which combines the largest of these entities, we own 63.8% of Pulte Mexico S. de R.L. de C.V. and have consolidated Pulte Mexico S. de R.L. de C.V. into our financial statements. Results for 2002 include joint venture operations for one month and operations as a consolidated entity for eleven months, as the operations in Mexico report on a one-month lag.

We are currently in the process of evaluating various long-term strategic alternatives with regard to our International operations.

The following table presents selected financial data for our International Homebuilding operations for the years ended December 31, 2003, 2002 and 2001 ($000’s omitted):

Note:

Homebuilding unit settlements of affiliates, not included in the table above, for the years ended December 31, 2003, 2002, and 2001 were 149, 1,022, and 7,258, respectively.

International revenues and unit settlements for 2003 benefited from a full year of results from our operations in Mexico as well as increased sales in both Argentina and Puerto Rico. Our Mexico operations had revenues of $172.3 million and unit settlements of 6,777 for the year ended December 31, 2003. Increased revenues and settlements in 2002 were due to consolidation of the operations in Mexico for eleven months of 2002, a full year of closings in Argentina, which recorded its first closing in June of 2001, partially offset by a decline in Puerto Rico. Our operations in Mexico contributed revenues of $158.1 million and unit settlements of 6,271 units in 2002.

Gross profit margins from home sales declined 20 basis points to 19.7% in 2003 compared to 2002, as favorable product and geographic mix shifts in Mexico were offset by less favorable product mix shifts in Puerto Rico and unfavorable sales pace in Argentina. The consolidation of Mexico had a positive effect on 2002 gross margins, increasing to 19.9% from 12.0% in 2001.

Selling, general and administrative expenses as a percent of revenue increased by 60 basis points to 18.5% in 2003 from 17.9% in 2002. This increase was driven by additional costs incurred reorganizing our operations in Mexico in an effort to enhance future profitability. Aggressive marketing efforts in Argentina, coupled with limited reorganization costs and a stronger peso, also contributed to the increase.

Our operations in Argentina and Mexico are affected by fluctuations in currency rates for those countries. Transaction gains and losses for the years ended December 31, 2003, 2002 and 2001, classified as other income (expense), net, were not significant. For the years ended December 31, 2003 and 2002, we recorded a foreign currency translation gain of $1.9 million and a loss of $12.8 million, respectively, for Argentina and a translation loss of $5.9 million and a gain of $8.6 million for Mexico, as a component of accumulated other comprehensive income on the balance sheet. At December 31, 2003, our investment in Argentina and Mexico, net of accumulated foreign currency translation adjustments, approximated $13.2 million and $65.8 million, respectively.

We conduct our financial services business, which includes mortgage and title operations, through Pulte Mortgage and other subsidiaries.

We sell our servicing rights on a flow basis through fixed price servicing sales contracts. Due to the short period of time the servicing rights are held, generally less than four months, we do not amortize the servicing asset. Since the servicing rights are recorded based on the value in the servicing sales contracts, there are no impairment issues related to these assets. We also originate mortgage loans using our own funds or borrowings made available through various credit arrangements, and then sell such mortgage loans to outside investors.

The following table presents mortgage origination data for our Financial Services operations:

Mortgage origination unit and principal volume for the year ended December 31, 2003, increased 24% and 32%, respectively, over 2002. This growth can be attributed to an increase in the capture rate of 510 basis points to 82.7% combined with the volume increases experienced in our Homebuilding business and an increase in average loan size. Our capture rate represents loan originations from our homebuilding business as a percent of total loan opportunities, excluding cash settlements, from our homebuilding business. Mortgage origination principal volume in 2002 increased 28% over 2001, due to an increase in the capture rate of 390 basis points to 77.6% and the inclusion of Del Webb mortgage operations for a full year. Origination unit volume increased 21% due to the same factors. Our home buying customers continue to account for the majority of total loan production representing 83% of total Pulte Mortgage unit production for 2003, compared with 85% in 2002 and 81% in 2001. Refinancings represented 8% of total loan production in 2003 and 2002, and 10% during 2001. At December 31, 2003, loan application backlog increased 57% to $2.2 billion as compared to $1.4 billion and $0.8 billion at December 31, 2002 and 2001, respectively.

Pre-tax income for the year ended December 31, 2003, increased 3% to $68.8 million, as a result of increased volume, partially offset by the impact of a less favorable interest rate environment for selling loans during the last six months of the year and an increase in training, systems, and facilities costs incurred in anticipation of the projected growth of the business. Gains from the sale of mortgages increased $2.0 million, or 3%, from the same period in 2002. As compared with 2002, net interest income increased $3.8 million to $15.1 million during 2003 due to increased production. Income from our title operations was $13.5 million in 2003, an increase of 11% over 2002.

Pre-tax income for the year ended December 31, 2002, increased 81% to $66.7 million, as a result of increased volume, a favorable interest rate environment, effective leverage of overhead costs and the inclusion of Del Webb mortgage operations for a full year. Gains from the sale of mortgages increased $20.4 million, or 49%, from the same period in 2001. As compared with 2001, net interest income increased $6.3 million to $11.3 million during 2002 due to increased production and a steeper yield curve as a result of the drop in interest rates during 2002. Title income grew 42% contributing $12.2 million to pre-tax income for the year.

We hedge portions of our forecasted cash flow from sales of closed mortgage loans with derivative financial instruments. For the year ended December 31, 2003, we did not recognize any net gains or losses related to an ineffective portion of the hedging instrument. We also did not recognize any gains or losses during 2003, for cash flow hedges that were discontinued because it is probable that the original forecasted transaction will not occur. At December 31, 2003, we expect to reclassify $0.2 million, net of taxes, of net losses on derivative instruments from accumulated other comprehensive income to earnings during the next twelve months from sales of closed mortgage loans.

Corporate is a non-operating segment that supports the operations of our subsidiaries by acting as the internal source of financing, developing and implementing strategic initiatives centered on new business development and operating efficiencies, and providing the necessary administrative support associated with being a publicly traded entity listed on the New York Stock Exchange. As a result, the corporate segment’s operating results will vary from year to year as these strategic initiatives evolve.

The following table presents this segment’s results of operations ($000’s omitted):

Interest expense, net of interest capitalized into inventory, increased 3% to $39.4 million in 2003 and 12% to $38.2 million in 2002. This trend is a result of an increase in debt levels necessary to support our growth. Interest incurred for the years ended December 31, 2003, 2002, and 2001, excluding interest incurred by our financial services operations, was approximately $179.0 million, $162.5 million and $116.9 million, respectively.

Other corporate expense, net in 2003 increased $12.2 million principally as a result of higher compensation-related costs. Over the two-year period ended December 31, 2002, other corporate expenses, net were relatively flat, as higher compensation-related costs were offset by income from the sale and adjustment to fair value of various non-operating parcels of commercial land held for sale.

Interest capitalized into inventory is charged to home cost of sales based on the cyclical timing of our unit settlements, over a period that approximates the average life cycle of our communities. Interest in inventory, has increased primarily as a result of higher levels of indebtedness and the addition of the Del Webb properties, which have a longer life cycle. Information related to Corporate interest capitalized into inventory is as follows ($000’s omitted):

In September 2003, the United States Court of Federal Claims issued final judgment that Pulte Homes, Inc., Pulte Diversified Companies, Inc. and First Heights (collectively, the Pulte Parties) had been damaged by approximately $48.7 million as a result of the United States government’s breach of contract with them. The final judgment follows the Court’s August 17, 2001 ruling that the United States breached the contract related to the Pulte Parties’ 1988 acquisition of five savings and loan associations by enacting Section 13224 of the Omnibus Budget Reconciliation Act of 1993. The United States government and the Pulte Parties filed Notices of Appeal with the United States Court of Appeals for the Federal Circuit in October 2003. Accordingly, any gain related to this litigation will be recognized only upon final resolution.

Our net cash used in operating activities for the year ended December 31, 2003 totaled $301.8 million. The increase in net income was offset by significant investments in land necessary to support the continued growth of the business. Net cash used in investing activities was $34.1 million for 2003. Net cash provided by financing activities for the year ended December 31, 2003, was $128.9 million, reflecting proceeds from the $300 million senior notes issued in February and the $400 million senior notes issued in May and proceeds from employee stock option exercises, offset by the repayment of debt, dividends paid and stock repurchases.

Our net cash provided by operating activities for the year ended December 31, 2002, was $148.8 million. The increase in net income was aided by the realization of certain tax benefits and an increase in accrued liabilities, while inventories continued to build to support the growth of the business. Net cash provided by investing activities was $21.5 million for 2002. Net cash provided by financing activities for the year ended December 31, 2002, was $374.0 million, reflecting proceeds from the $300 million senior notes issued in June 2002, proceeds from borrowings under our various credit facilities and proceeds from employee stock option exercises, offset by the repayment of debt, dividends paid and stock repurchases.

We finance our homebuilding land acquisitions, development and construction activities from internally generated funds and existing credit agreements. Effective October 1, 2003, we replaced our $570 million revolving credit facility with an $850 million facility that includes the capacity to issue letters of credit up to $500 million. This new credit facility expires October 1, 2008. We had no borrowings under our unsecured revolving credit facility at December 31, 2003.

Pulte Mortgage provides mortgage financing for many of our home sales and uses its own funds and borrowings made available pursuant to various committed and uncommitted credit arrangements. Pulte Mortgage has committed credit arrangements of $860 million comprised of a $310 million bank revolving credit facility and a $550 million annual asset-backed commercial paper program. There were approximately $479.3 million of borrowings outstanding under existing Pulte Mortgage arrangements at December 31, 2003. Mortgage loans originated by Pulte Mortgage are subsequently sold to outside investors. We anticipate that there will be adequate mortgage financing available for purchasers of our homes.

In February 2003, we sold $300 million of 6.25% unsecured senior notes, due 2013. Proceeds from this issuance were used to retire our $175 million 9.5% senior notes that matured on April 1, 2003 and redeem the remaining outstanding principal balance of approximately $155 million of Del Webb’s $200 million 9.375% senior subordinated notes due 2009 that were called for redemption in March at a price equal to 104.688% of the principal amount.

In May 2003, we sold $400 million of 6.375% unsecured senior notes, due 2033. Proceeds from this issuance were used for general corporate purposes and to retire our $100 million 7% senior notes that matured on December 15, 2003.

In December 2003, we increased our dividend 150% to $.05 per share from $.02 per share.

Pursuant to our $100 million share repurchase program, we repurchased 790,800 common shares at an aggregate cost of approximately $18.2 million during 2003 and 200,000 common shares for approximately $4.3 million in 2002. At December 31, 2003, we had remaining authorization to purchase common stock aggregating $77.5 million.

Our income tax liability and related effective tax rate are affected by a number of factors. In 2003, our effective tax rate was 38.0% compared to 39.0% in 2002 and 38.5% in 2001. The reduction in the effective tax rate for 2003 is principally due to a lower expected effective state income tax rate for 2003 and the shareholders’ approval of our new Senior Management Annual Incentive Plan, which will allow for full tax deductibility of Plan payments under Section 162(m) of the Internal Revenue Service Code. We anticipate that our effective tax rate for 2004 will be approximately 38%.

At December 31, 2003, we had cash and equivalents of $404.1 million, $2.1 billion of unsecured senior notes and $77.3 million of unsecured senior subordinated notes. Other financing includes limited recourse collateralized financing totaling $83.3 million.

Sources of our working capital at December 31, 2003, include cash and equivalents, our $850 million committed unsecured revolving credit facility and Pulte Mortgage’s $860 million revolving credit facilities. Our debt-to-total capitalization, excluding our collateralized debt, was 38.4% as of December 31, 2003, and 33.6% net of cash and equivalents. We expect to maintain our net debt-to-total capitalization at or below the 40% level.

In January 2004, we sold $500 million of 5.25% senior notes, due 2014. Proceeds from the sale will be used to retire the Del Webb 10.25% subordinated debentures called for redemption and for general corporate purposes including continued investment in our business.

We, and the homebuilding industry in general, may be adversely affected during periods of high inflation because of higher land and construction costs. Inflation also increases our financing, labor and material costs. In addition, higher mortgage interest rates significantly affect the affordability of permanent mortgage financing to prospective homebuyers. We attempt to pass to our customers any increases in our costs through increased sales prices. To date, inflation has not had a material adverse effect on our results of operations. However, there is no assurance that inflation will not have a material adverse impact on our future results of operations.

The following table summarizes our payments under contractual obligations as of December 31, 2003:

(a)		Represents our senior notes and subordinated notes and related interest payments

(b)		Represents our limited recourse collateralized financing arrangements and related interest payments

The following table summarizes our other commercial commitments as of December 31, 2003:

(a)		Includes capacity to issue up to $500 million in standby letters of credit of which $157.4 million was outstanding at December 31, 2003.

(b)		Excludes standby letters of credit issued under the Guarantor revolving credit facilities.

We use standby letters of credit and performance bonds to guarantee our performance under various contracts, principally in connection with the development of our projects. The expiration dates of the letter of credit contracts coincide with the expected completion date of the related projects. If the obligations related to a project are ongoing, annual extensions of the letters of credit are typically granted on a year-to-year basis. At December 31, 2003, we had outstanding letters of credit of $215.2 million. Performance bonds do not have stated expiration dates; rather, we are released from the bonds as the contractual performance is completed. These bonds, which approximated $1.2 billion at December 31, 2003, are typically outstanding over a period that approximates 3-5 years. We do not believe that we will be required to draw upon any such letters of credit or performance bonds.

In the ordinary course of business, we enter into land option or option type agreements in order to procure land for the construction of houses in the future. At December 31, 2003, these agreements totaled approximately $4.7 billion. Pursuant to these land option agreements, we provide a deposit to the seller as consideration for the right to purchase land at different times in the future, usually at predetermined prices. If the entity holding the land under option is a variable interest entity, our deposit represents a variable interest in that entity. At December 31, 2003, we consolidated certain variable interest entities with assets totaling $73.3 million.

We currently do not have any non-consolidated special purpose entity arrangements.

The accompanying consolidated financial statements were prepared in conformity with accounting principles generally accepted in the United States. When more than one accounting principle, or the method of its application, is generally accepted, we select the principle or method that is appropriate in our specific circumstances (see Note 1 of Notes to Consolidated Financial Statements). Application of these accounting principles requires us to make estimates about the future resolution of existing uncertainties; as a result, actual results could differ from these estimates. In preparing these financial statements, we have made our best estimates and judgments of the amounts and disclosures included in the financial statements, giving due regard to materiality. The development and selection of the following critical accounting policies and estimates have been discussed with the Audit Committee of the Board of Directors.

Homebuilding – Homebuilding revenues are recorded when the sales of homes are completed and ownership has transferred to the customer. Unfunded settlements are deposits in transit on homes for which the sale was completed. We do not engage in arrangements whereby we have ongoing relationships with our homebuyers that require us to repurchase our homes or provide homebuyers with the right of return.

Financial Services – Mortgage servicing fees represent fees earned for servicing loans for various investors. Servicing fees are based on a contractual percentage of the outstanding principal balance and are credited to income when the related mortgage payments are received. Loan origination fees, commitment fees and certain direct loan origination costs are deferred as an adjustment to the cost of the related mortgage loan until such loan is sold. Gains and losses from sales of mortgage loans are recognized when the loans are sold. Interest income is accrued from the date a mortgage loan is originated until the loan is sold.

Our finished inventories are stated at the lower of accumulated costs or net realizable value. Included in inventories are all direct development costs. Inventories under development or held for development are stated at accumulated cost, unless they are determined to be impaired, in which case these inventories are measured at fair value. If actual market conditions are less favorable than those projected by management, additional inventory adjustments may be required.

We capitalize interest cost into homebuilding inventories. Interest capitalized each quarter is identified as a separate layer in our capitalized interest balance sheet pool. Each layer of capitalized interest is amortized over a period that approximates the average life of communities under development. Interest expense is allocated to the quarters over the amortization period based on the historical relationship of unit settlements in a quarter compared to annual unit settlements. This period increased in 2001, due to the addition of the Del Webb properties, which have a longer life cycle, and could change in the future as the mix of communities change.

Sold units are expensed on a specific identification basis. Under the specific identification basis, cost of sales includes the construction cost of the home, an average lot cost by project based on land acquisition and development costs, and closing costs and commissions. Construction cost of the home includes amounts paid through the closing date of the home, plus an accrual for costs incurred but not yet paid, based on an analysis of budgeted construction cost. This accrual is reviewed for accuracy based on actual payments made after closing compared to the amount accrued, and adjustments are made if needed. Total project land acquisition and development costs are based on an analysis of budgeted costs compared to actual costs incurred to date and estimates to complete. Adjustments to estimated total project land acquisition and development costs for the project affect the amount of future lots costed.

Residential mortgage loans available-for-sale are stated at the lower of aggregate cost or market value. Gains and losses from sales of mortgage loans are recognized when the loans are sold. We hedge our residential mortgage loans available-for-sale. Gains and losses from closed commitments and futures contracts are matched against the related gains and losses on the sale of mortgage loans.

We have identified significant intangible assets and generated significant goodwill, most recently as a result of the Del Webb merger in 2001. Intangible assets, primarily trademarks and tradenames, were valued using proven valuation procedures and are amortized over their estimated useful life. Goodwill is subject to annual impairment testing. The carrying value and ultimate realization of these assets is dependent upon estimates of future earnings and benefits that we expect to generate from their use. If our expectations of future results and cash flows decrease significantly, intangible assets and goodwill may be impaired and the resulting charge to operations may be material. If we determine that the carrying value of intangible assets, long-lived assets and goodwill may not be recoverable based upon the existence of one or more indicators of impairment, we measure impairment based on one of three methods. For assets related to ongoing operations, we use a projected undiscounted cash flow method to determine if impairment exists and then measure impairment using discounted cash flows. For assets to be disposed of, we assess the fair value of the asset based on current market conditions for similar assets. For goodwill, we assess fair value by measuring discounted cash flows of our reporting units and measure impairment as the difference between the resulting implied fair value of goodwill and the recorded book value.

The estimates of useful lives and expected cash flows require us to make significant judgments regarding future periods that are subject to some factors outside of our control. Changes in these estimates could result in significant revisions to the carrying value of these assets and material charges to the results of operations.

Home purchasers are provided with warranties against certain building defects. The specific terms and conditions of those warranties vary geographically. Most warranties cover different aspects of the home’s construction and operating systems for a period of up to ten years. We estimate the costs to be incurred under these warranties and record a liability in the amount of such costs at the time product revenue is recognized. Factors that affect our warranty liability include the number of homes sold, historical and anticipated rates of warranty claims, and cost per claim. We periodically assess the adequacy of recorded warranty liabilities and adjust the amounts as necessary. Although we have not made significant adjustments to the accrual in the past, actual warranty cost in the future could differ from our current estimate.

We currently have several stock-based employee compensation plans. Effective January 1, 2003 we adopted the preferable fair value recognition provisions of SFAS No. 123, “Accounting for Stock Issued to Employees.” We selected the prospective method of adoption as permitted by SFAS No. 148, “Accounting for Stock-Based Compensation — Transition and Disclosure.” Under the prospective method, we will recognize compensation expense based on the fair value provisions of SFAS No. 123 for all new stock option grants effective January 1, 2003. Grants made prior to January 1, 2003 will continue to be accounted for under the recognition and measurement principles of APB Opinion No. 25, “Accounting for Stock Issued to Employees,” and related Interpretations. With the exception of certain variable stock option grants, no stock-based employee compensation cost is reflected in net income for grants made prior to January 1, 2003, as all options granted under those plans had an exercise price equal to the market value of the underlying common stock on the date of the grant.

We use the Black-Scholes option-pricing model to determine the fair value of each option grant. The Black-Scholes model includes assumptions regarding dividend yields, expected volatility, risk-free interest rates and expected lives. These assumptions reflect management’s best estimates, but these items involve inherent uncertainties based on market conditions generally outside of our control. As a result, if other assumptions had been used, stock-based compensation expense could have been materially impacted. Furthermore, if management uses different assumptions in future periods, stock-based compensation expense could be materially impacted in future periods.

We are subject to interest rate risk on our rate-sensitive financing to the extent long-term rates decline. The following tables set forth, as of December 31, 2003 and 2002, our rate-sensitive financing obligations, principal cash flows by scheduled maturity, weighted-average interest rates and estimated fair market value ($000’s omitted).

Pulte Mortgage, operating as a mortgage banker, is also subject to interest rate risk. Interest rate risk begins when we commit to lend money to a customer at agreed-upon terms (i.e., commit to lend at a certain interest rate for a certain period of time). The interest rate risk continues through the loan closing and until the loan is sold to an investor. During 2003 and 2002, this period of interest rate exposure averaged approximately 60 days. In periods of rising interest rates, the length of exposure will generally increase due to customers locking in an interest rate sooner as opposed to letting the interest rate float.

We minimize interest rate risk by (i) financing the loans via a variable rate borrowing agreement tied to the Federal Funds rate and (ii) hedging our loan commitments and closed loans through derivative financial instruments. These financial instruments include cash forward placement contracts on mortgage-backed securities, whole loan investor commitments, options on treasury future contracts and options on cash forward placement contracts on mortgage-backed securities. We do not use any derivative financial instruments for trading purposes.

Hypothetical changes in the fair values of our financial instruments arising from immediate parallel shifts in long-term mortgage rates of plus 50, 100 and 150 basis points would not be material to our financial results.

Our aggregate net investments exposed to foreign currency exchange rate risk include our operations in Mexico which approximated $65.8 million, our mortgage banking joint venture investment in Mexico which approximated $17.5 million and our operations in Argentina which approximated $13.2 million.

As a cautionary note, except for the historical information contained herein, certain matters discussed in Item 7., Management’s Discussion and Analysis of Financial Condition and Results of Operations and Item 7A., Quantitative and Qualitative Disclosures About Market Risk, are “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from our future results, performance or achievements expressed or implied by the forward-looking statements. Such factors include, among other things, (1) general economic and business conditions; (2) interest rate changes and the availability of mortgage financing; (3) the relative stability of debt and equity markets; (4) competition; (5) the availability and cost of land and other raw materials used in our homebuilding operations; (6) the availability and cost of insurance covering risks associated with our business; (7) shortages and the cost of labor; (8) weather related slowdowns; (9) slow growth initiatives and/or local building moratoria; (10) governmental regulation, including the interpretation of tax, labor and environmental laws; (11) changes in consumer confidence and preferences; (12) required accounting changes; (13) terrorist acts and other acts of war; and (14) other factors over which we have little or no control.

PULTE HOMES, INC.
CONSOLIDATED BALANCE SHEETS
December 31, 2003 and 2002
($000’s omitted, except share data)

PULTE HOMES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
For the years ended December 31, 2003, 2002 and 2001
(000’s omitted, except per share data)

PULTE HOMES, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
For the years ended December 31, 2003, 2002 and 2001
($000’s omitted, except per share data)

PULTE HOMES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the years ended December 31, 2003, 2002 and 2001
($000’s omitted)

1.		Basis of presentation and significant accounting policies

		Basis of presentation

The consolidated financial statements include the accounts of Pulte Homes, Inc. and all of its direct and indirect subsidiaries (the Company). The direct subsidiaries of Pulte Homes, Inc. include Pulte Diversified Companies, Inc., Del Webb Corporation (Del Webb) and other subsidiaries that are engaged in the homebuilding business. Pulte Diversified Companies, Inc.’s operating subsidiaries include Pulte Home Corporation, Pulte International Corporation (International) and other subsidiaries that are engaged in the homebuilding business. Pulte Diversified Companies, Inc.’s non-operating thrift subsidiary, First Heights Bank, fsb (First Heights), is classified as a discontinued operation (See Note 4). The Company also has a mortgage banking company, Pulte Mortgage LLC (Pulte Mortgage), which is a subsidiary of Pulte Home Corporation.

Effective January 1, 2002, the Company reorganized the structure of its operations within Mexico to create a single company, Pulte Mexico S. de R.L. de C.V. Under the new ownership structure, the Company’s operations in Mexico, which were primarily conducted through joint ventures, have been combined into Pulte Mexico S. de R.L. de C.V. and are 63.8% owned by International. Results for 2002 include joint venture operations for one month and operations as a consolidated entity for eleven months, as the operations in Mexico report on a one-month lag.


	Certain amounts previously reported in the 2002 financial statements and notes thereto were reclassified to conform to the 2003 presentation. In addition, all share and per share amounts have been restated to reflect the Company’s two-for-one stock split announced December 11, 2003 and effected January 2, 2004.


	The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

The financial statements of the Company’s foreign subsidiaries in Argentina and Mexico are measured using the local currency as the functional currency. Assets and liabilities of these subsidiaries are translated at exchange rates as of the balance sheet date. Revenues and expenses are translated at average exchange rates in effect during the year. The resulting cumulative translation adjustments have been recorded in other comprehensive income. Realized foreign currency transaction gains and losses are included in the Consolidated Statement of Operations. Realized foreign currency transaction losses were $0.4 million, $0.7 million, and $0.8 million for the years ended December 31, 2003, 2002 and 2001, respectively.


	For purposes of the Consolidated Statements of Cash Flows, commercial paper and time deposits with a maturity of three months or less when acquired are classified as cash equivalents.

1.		Basis of presentation and significant accounting policies (continued)

		Significant accounting policies (continued)

		Goodwill

On January 1, 2002, Statement of Financial Accounting Standards (“SFAS”) No. 142, “Goodwill and Other Intangible Assets,” became effective. In accordance with SFAS No. 142, the Company does not record amortization expense related to goodwill but reviews it annually for impairment. The following table sets forth reported net income and earnings per share, as adjusted to exclude goodwill amortization:

At December 31, 2003, the majority of goodwill, which represents the cost of acquired companies in excess of the fair value of the net assets at the acquisition date, resulted from the acquisition of Del Webb in 2001. All goodwill relates to the Homebuilding segment, except for $0.7 million which relates to the Financial Services segment. In accordance with SFAS No. 142, annually and when events or changes in circumstances indicate the carrying amount may not be recoverable, management evaluates the recoverability of goodwill by comparing the carrying value of the Company’s reporting units to their fair value. Fair value is determined based on discounted future cash flows. The Company performed its annual impairment test during the fourth quarter 2003 and determined there to be no impairment of goodwill. There has been no change in the carrying amount of goodwill for the years ended December 31, 2003 and 2002.

Intangible assets consist primarily of trademarks and tradenames acquired in connection with the 2001 acquisition of Del Webb. These intangible assets were valued at the acquisition date utilizing proven valuation procedures and are being amortized on a straight-line basis over a 20-year life. The acquired cost and accumulated amortization of the Company’s intangible assets is $163.5 million and $19.8 million, respectively, at December 31, 2003. Amortization expense for the years ended December 31, 2003, 2002, and 2001 was $8.3 million, $8.2 million, and $3.4 million, respectively, and is expected to be approximately $8.3 million in each of the next 5 years.

In accordance with SFAS No. 144, intangible assets are reviewed for impairment when events or changes in circumstances indicate the carrying amount may not be recoverable. If impairment indicators exist, an assessment of undiscounted future cash flows for the assets related to these intangibles is evaluated accordingly. If the results of the analysis indicate impairment, the assets are adjusted to fair market value.

1.		Basis of presentation and significant accounting policies (continued)

		Significant accounting policies (continued)

		Fixed Assets and Depreciation

Fixed assets are recorded at cost. Maintenance and repair costs are charged to earnings as incurred. Depreciation is computed principally by the straight-line method based upon estimated useful lives as follows: Vehicles, three to five years, model and office furniture, two to five years, and equipment, three to ten years. Fixed assets are included in Other Assets and totaled $92.4 million net of accumulated depreciation of $88.8 million at December 31, 2003 and $76.1 million net of $74.3 million at December 31, 2002. Total depreciation expense for the years ended December 31, 2003, 2002 and 2001 was $31.9 million, $31.1 million, and $30.1 million, respectively.


	The Company participates in a number of joint ventures with independent third parties in which the Company has less than a controlling interest. These joint ventures purchase, develop and/or sell land and homes in the United States, Mexico and Puerto Rico. The Company recognizes its share of profits from the sale of lots and homes to other buyers. Profits from lots the Company purchases from the joint ventures are not recognized, but instead are deferred until which time the related homes are sold. At December 31, 2003, the Company had approximately $51.9 million invested in these joint ventures. In the event management of the joint ventures determines that an additional capital infusion is required, the Company would need to contribute its pro rata portion of those capital needs in order not to dilute its ownership in the joint venture. The Company has not guaranteed any of the outstanding debt of the joint ventures at December 31, 2003, which approximated $121.4 million.

	The Company also owns 22.2% of the capital stock of a mortgage banking company in Mexico. At December 31, 2003, the Company’s investment in this entity was approximately $17.5 million. The Company does not have any purchase or investment commitments to this entity. Furthermore, the Company has not guaranteed any of the indebtedness of this entity, which approximated $1.3 billion at December 31, 2003.

	These investments are accounted for under the equity method.


	The Company expenses advertising costs as incurred. For the years ended December 31, 2003, 2002 and 2001, the Company incurred advertising costs of approximately $80.6 million, $78.2 million and $56.8 million, respectively.


	The Company maintains three defined contribution plans that cover substantially all of the Company’s employees. Company contributions to the plans are expensed as paid. The total Company contributions pursuant to the plans were approximately $9.5 million, $7.0 million and $3.8 million for the years ended December 31, 2003, 2002 and 2001, respectively.

Basic earnings per share is computed by dividing income available to common shareholders (the numerator) by the weighted-average number of common shares, adjusted for nonvested shares of restricted stock (the denominator) for the period. Computing diluted earnings per share is similar to basic earnings per share, except that the denominator is increased to include the dilutive effects of options and restricted stock grants. Any options that have an exercise price greater than the average market price are excluded from the diluted earnings per share calculation. For the years ended December 31, 2003, 2002 and 2001, 78,316, 267,272 and 1,795,500, respectively, of the outstanding stock options were excluded from this calculation.

1.		Basis of presentation and significant accounting policies (continued)

		Significant accounting policies (continued)

		Fair values of financial instruments

Carrying amounts for financial derivative instruments reported in the balance sheet approximate fair value as the amounts reported are based on current market prices. The estimated fair values of financial instruments were determined by management using available market information and appropriate valuation methodologies. Considerable judgment is necessary to interpret the market data and develop the estimated fair value. Accordingly, the estimates presented are not necessarily indicative of the amounts the Company could realize on disposition of the financial instruments. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts.


	The carrying amounts of cash and equivalents approximate their fair values due to their short-term nature.


	The fair value of residential mortgage loans available-for-sale is estimated using the quoted market prices for securities backed by similar loans. Fair value exceeded cost by approximately $6.3 million and $7.8 million at December 31, 2003 and 2002, respectively.


	The carrying amounts reported in the balance sheet for derivative instruments approximate fair value as the amounts reported are based on current market prices. At December 31, 2003, derivative assets, included in other assets, in the balance sheet, totaled $2.7 million and derivative liabilities, included in accrued and other liabilities, totaled $3.9 million.


	The fair values of subordinated debentures and senior notes are based on quoted market prices, when available. If quoted market prices are not available, fair values are based on quoted market prices of similar issues.

Disclosures about the fair value of financial instruments are based on pertinent information available to management as of December 31, 2003. Although management is not aware of any factors that would significantly affect the reasonableness of the fair value amounts, such amounts were not comprehensively revalued for purposes of these financial statements since that date and current estimates of fair value may differ significantly from the amounts presented herein.

The Company currently has several stock-based employee compensation plans. Effective January 1, 2003, the Company adopted the preferable fair value recognition provisions of SFAS No. 123, “Accounting for Stock Issued to Employees.” The Company selected the prospective method of adoption as permitted by SFAS No. 148, “Accounting for Stock-Based Compensation – Transition and Disclosure.” Under the prospective method, the Company will recognize compensation expense based on the fair value provisions of SFAS No. 123 for all new stock option grants effective January 1, 2003. Grants made prior to January 1, 2003 will continue to be accounted for under the recognition and measurement principles of APB Opinion No. 25, “Accounting for Stock Issued to Employees,” and related Interpretations. With the exception of certain variable stock option grants, no stock-based employee compensation cost is reflected in net income for grants made prior to January 1, 2003, as all options granted in those years had an exercise price equal to the market value of the underlying common stock on the date of grant.

1.		Basis of presentation and significant accounting policies (continued)

		Significant accounting policies (continued)

		Stock-based compensation (continued)

The following table illustrates the effect on net income and earnings per share if the company had applied the fair value recognition provisions of SFAS No. 123, “Accounting for Stock-Based Compensation,” to all stock-based employee compensation. The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions used for grants in 2003, 2002 and 2001, respectively: weighted-average dividend yields of .44%, .32% and .39%, expected volatility of 35.3%, 34.9% and 34.8%, weighted-average risk-free interest rates of 3.57%, 3.45% and 4.94%, and weighted-average expected lives of 6.76 years, 6.82 years and 6.97 years.


	The company also recorded compensation expense for restricted stock awards, net of related tax effects, of $9.9 million, $3.2 million, and $1.1 million for the years ended December 31, 2003, 2002 and 2001, respectively. These amounts have been excluded from the reconciliation above as they would have no impact on pro forma net income as presented.

In November of 2002, the FASB issued FASB Interpretation No. 45, “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others”, an interpretation of FASB Statements No. 5, 57, and 107 and rescission of FASB Interpretation No. 34. This interpretation elaborates on the disclosures to be made by a guarantor in its interim and annual financial statements about its obligations under certain guarantees that it has issued. It also clarifies that a guarantor is required to recognize, at the inception of a guarantee, a liability for the fair value of the obligation undertaken in issuing the guarantee. The initial recognition and initial measurement provisions are applicable on a prospective basis to guarantees issued or modified after December 31, 2002 and the disclosure provisions were effective for the year ended December 31, 2002. The adoption of this interpretation did not have a material effect on the Company’s consolidated results of operations, financial condition, or cash flows.

In May 2003, the FASB issued SFAS No. 150, “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity.” This statement establishes standards for the classification and measurement of certain financial instruments with characteristics of both liabilities and equity. With the exception of certain measurement criteria deferred indefinitely by the FASB, SFAS No. 150 is effective for financial instruments entered into or modified after May 31, 2003 and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003. The implementation of SFAS No. 150 is not expected to have a material impact on the Company’s results of operations, financial condition, or cash flows.

1.		Basis of presentation and significant accounting policies (continued)

		Significant accounting policies (continued)

		Homebuilding

		Inventories


	Finished inventories are stated at the lower of accumulated cost or net realizable value. Inventories under development or held for development are stated at accumulated cost, unless certain facts indicate such cost would not be recovered from the cash flows generated by future disposition. In this instance, such inventories are measured at fair value.

	Sold units are expensed on a specific identification basis. Under the specific identification basis, cost of sales includes the construction cost of the home, an average lot cost by project based on land acquisition and development costs, and closing costs and commissions. Construction cost of the home includes amounts paid through the closing date of the home, plus an accrual for costs incurred but not yet paid, based on an analysis of budgeted construction cost. This accrual is reviewed for accuracy based on actual payments made after closing compared to the amount accrued, and adjustments are made if needed. Total project land acquisition and development costs are based on an analysis of budgeted costs compared to actual costs incurred to date and estimates to complete. Adjustments to estimated total project land acquisition and development costs for the project affect the amount of future lots costed.

	The Company capitalizes interest cost into homebuilding inventories. Each layer of capitalized interest is amortized over a period that approximates the average life of communities under development. Interest expense is allocated over the period based on the cyclical timing of unit settlements. The Company capitalized interest in the amount of $136.3 million, $123.1 million and $80.4 million and expensed to home cost of sales $78.7 million, $48.7 million and $36.0 million in 2003, 2002 and 2001, respectively.

	Major components of the Company’s inventory at December 31, 2003 and 2002 were:


	In January 2003, the FASB issued Interpretation No. 46 (FIN 46), “Consolidation of Variable Interest Entities.” Until this interpretation was issued, a company generally included another entity in its consolidated financial statements only if it controlled the entity through voting interests. FIN 46 requires a variable interest entity to be consolidated by a company if that company is subject to a majority of the expected losses from the variable interest entity’s activities or is entitled to receive a majority of the entity’s expected residual returns. FIN 46 applied immediately to all variable interest entities created after January 31, 2003 and is effective no later than the first interim period ending after December 31, 2003 for variable interest entities created prior to February 1, 2003.

	In the ordinary course of business, the Company enters into land option agreements in order to procure land for the construction of houses in the future. Pursuant to these land option agreements, the Company will provide a deposit to the seller as consideration for the right to purchase land at different times in the future, usually at predetermined prices. Under FIN 46, if the entity holding the land under option is a variable interest entity, the Company’s deposit represents a variable interest in that entity. The Company does not guarantee the obligations or performance of the variable interest entity.

	In applying the provisions of FIN 46, the Company evaluated all post-January 31, 2003 land option agreements and determined that the Company was subject to a majority of the expected losses or entitled to receive a majority of the expected residual returns under a limited number of these agreements. As the primary beneficiary under these agreements, the Company is required to consolidate the fair value of the variable interest entity. At December 31, 2003, the Company classified $73.3 million as Land, Not Owned, Under Option Agreements on the balance sheet, representing the fair value of land under contract including deposits. The corresponding liability has been classified as Accounts Payable, Accrued and Other Liabilities on the balance sheet. The adoption of FIN 46 has had no impact on the Company’s results of operations or cash flows.

1.		Basis of presentation and significant accounting policies (continued)

		Significant accounting policies (continued)

		Homebuilding (continued)

		Land, not owned, under option agreements (continued)


	The Company is in the process of evaluating its land option agreements and other agreements entered into prior to February 1, 2003. Depending on the terms and conditions of these agreements, the Company may be required to consolidate other variable interest entities. This evaluation will be completed by March 31, 2004.


	At December 31, 2003 and 2002, the Company had approximately $251.2 million and $226.1 million of land held for sale classified as other assets in the Consolidated Balance Sheets related to the Company’s Homebuilding segment. Land held for sale is recorded at the lower of cost or fair value less costs to sell.

Home purchasers are provided with warranties against certain building defects. The specific terms and conditions of those warranties vary geographically. Most warranties cover different aspects of the home’s construction and operating systems for a period of up to ten years. The Company estimates the costs to be incurred under these warranties and records a liability in the amount of such costs at the time product revenue is recognized. Factors that affect the Company’s warranty liability include the number of homes sold, historical and anticipated rates of warranty claims, and cost per claim. The Company periodically assesses the adequacy of its recorded warranty liabilities and adjusts the amounts as necessary.


	Changes to the Company’s allowance for warranties for the years ended December 31, 2003 and 2002, are as follows ($000’s omitted):


	Homebuilding revenues are recorded when the sales of homes are completed and ownership has transferred to the customer. Unfunded settlements are deposits in transit on homes for which the sale was completed.


	Costs and expenses associated with entry into new homebuilding markets and opening new communities in existing markets are expensed when incurred.


	The Company allocates the cost of mortgage loans originated and purchased between the mortgage loans and the right to service those mortgage loans, based on relative fair value, on the date the loan is sold.

The Company sells its servicing rights on a flow basis through fixed price servicing sales contracts. Due to the short period of time the servicing rights are held, generally less than four months, the Company does not amortize the servicing asset. Furthermore, there are no impairment issues since the servicing rights are recorded based on the value in the servicing sales contracts. The servicing sales contracts provide for the reimbursement of payments made when loans prepay within specified periods of time, usually 90 days after sale or securitization. The Company establishes reserves for this liability, included in accrued and other liabilities, at the time the sale is recorded. During 2003, 2002 and 2001, total servicing rights recognized were $36.7 million, $35.7 million, and $36.2 million, respectively, which are reflected in net gains from the sale of mortgages.

1.		Basis of presentation and significant accounting policies (continued)

		Significant accounting policies (continued)

		Financial Services (continued)

		Residential mortgage loans available-for-sale


	Residential mortgage loans available-for-sale are stated at the lower of aggregate cost or market value. Unamortized net mortgage discounts totaled $1.6 million and $1.5 million at December 31, 2003 and 2002, respectively. These discounts are not amortized as interest revenue during the period the loans are held for sale.

	Gains and losses from sales of mortgage loans are recognized when the loans are sold. The Company hedges its residential mortgage loans available-for-sale. Gains and losses from closed commitments and futures contracts are matched against the related gains and losses on the sale of mortgage loans. During 2003, 2002 and 2001, net gains from the sale of mortgages were $64.4 million, $62.4 million and $41.9 million, respectively, which have been included in Financial Services revenue.


	Interest income is accrued from the date a mortgage loan is originated until the loan is sold.

Mortgage servicing fees represent fees earned for servicing loans for various investors. Servicing fees are based on a contractual percentage of the outstanding principal balance and are credited to income when related mortgage payments are received. Loan origination fees, commitment fees and certain direct loan origination costs are deferred as an adjustment to the cost of the related mortgage loan until such loan is sold.

The Company recognizes all of its derivative instruments as either assets or liabilities in the balance sheet at fair value. The accounting for changes in the fair value (i.e., gains or losses) of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship and further, on the type of hedging relationship. For those derivative instruments that are designated and qualify as hedging instruments, a company must designate the hedging instrument, based upon the exposure being hedged, as either a fair value hedge or a cash flow hedge.

For derivative instruments that are designated and qualify as a fair value hedge (i.e., hedging the exposure to changes in the fair value of an asset or a liability or an identified portion thereof that is attributable to a particular risk), the gain or loss on the derivative instrument as well as the offsetting loss or gain on the hedged item attributable to the hedged risk are recognized in current earnings during the period of the change in fair values. For derivative instruments that are designated and qualify as a cash flow hedge (i.e., hedging the exposure to variability in expected future cash flows that is attributable to a particular risk), the effective portion of the gain or loss on the derivative instrument is reported as a component of other comprehensive income and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. For derivative instruments not designated as hedging instruments, the gain or loss is recognized in current earnings during the period of change. The Company currently uses only cash flow hedges.

Market risks arise from movements in interest rates and cancelled or modified commitments to lend. In order to reduce these risks, the Company uses derivative financial instruments. These financial instruments include cash forward placement contracts on mortgage-backed securities, whole loan investor commitments, options on treasury futures contracts, and options on cash forward placement contracts on mortgage-backed securities. The Company does not use any derivative financial instruments for trading purposes. When the Company commits to lend to the borrower (interest rate is locked to the borrower), the Company enters into one of the aforementioned derivative financial instruments. The change in the value of the loan commitment and the derivative financial instrument is recognized in current earnings during the period of change. At December 31, 2003, commitments by Pulte Mortgage to originate mortgage loans totaled $201.5 million at interest rates prevailing at the date of commitment.

1.		Basis of presentation and significant accounting policies (continued)

		Significant accounting policies (continued)

		Financial Services (continued)

		Derivative instruments and hedging activities (continued)

Cash forward placement contracts on mortgage-back securities are commitments to either purchase or sell a specified financial instrument at a specified future date for a specified price and may be settled in cash by offsetting the position, or through the delivery of the financial instrument. Options on treasury futures contracts and options on mortgage-backed securities grant the purchaser, for a premium payment, the right to either purchase or sell a specified treasury futures contract or a specified mortgage-backed security, respectively, for a specified price within a specified period of time or on a specified date from or to the writer of the option.

Mandatory cash forward contracts on mortgage-backed securities are the predominant derivative financial instruments used to minimize the market risk during the period from when the Company extends an interest rate lock to a loan applicant until the time the loan is sold to an investor. Whole loan investor commitments are obligations of the investor to buy loans at a specified price within a specified time period. At December 31, 2003, Pulte Mortgage had unexpired cash forward contracts and whole loan investor commitments of $668.8 million. Options on cash forward contracts on mortgage-backed securities are used in the same manner as mandatory cash forward contracts, but provide protection from interest rates rising, while still allowing an opportunity for profit if interest rates fall. Options on the treasury futures contracts are used as cross hedges on various loan product types and to protect the Company in a volatile interest rate environment from unexpected increases, cancellations or modifications in lending commitments.


	Since the Company can terminate a loan commitment if the borrower does not comply with the terms of the contract, and some loan commitments may expire without being drawn upon, these commitments do not necessarily represent future cash requirements of Pulte Mortgage. The Company evaluates the creditworthiness of these transactions through its normal credit policies.

The Company hedges portions of its forecasted cash flow from sales of closed mortgage loans with derivative financial instruments. During the year ended December 31, 2003, the Company did not recognize any net gains or losses related to an ineffective portion of the hedging instrument. In addition, the Company did not recognize any net gains or losses during the year ended December 31, 2003, for cash flow hedges that were discontinued because the forecasted transaction did not occur. At December 31, 2003, the Company expects to reclassify $0.2 million net of taxes, of net losses on derivative instruments from accumulated other comprehensive income to earnings during the next twelve months from sales of closed mortgage loans.


	The Company’s operations are classified into two reportable segments, Homebuilding and Financial Services and one non-operating segment, Corporate.

	•		Domestic Homebuilding, the Company’s core business, is engaged in the acquisition and development of land primarily for residential purposes within the continental United States and the construction of housing on such land targeted for the first-time, first and second move-up, and active adult home buyers.

	•		International Homebuilding is primarily engaged in the acquisition and development of land principally for residential purposes, and the construction of housing on such land in Mexico, Puerto Rico and Argentina.


	The Company’s Financial Services segment consists principally of mortgage banking and title operations conducted through Pulte Mortgage and other Company subsidiaries.

Corporate is a non-operating segment that supports the operations of the Company’s subsidiaries by acting as the internal source of financing, developing and implementing strategic initiatives centered on new business development and operating efficiencies, and providing the necessary administrative functions to support the Company as a publicly traded entity listed on the New York Stock Exchange.

(a)

Homebuilding interest expense, which represents the amortization of capitalized interest, of $78.7 million, $48.7 million, and $36.0 million for the years ended December 31, 2003, 2002, and 2001, respectively, have been reclassified to cost of sales. The reclassifications had no impact on reported net earnings.

(a)

On July 31, 2001, the Company merged with Del Webb Corporation in a tax-free stock-for-stock transaction. Under the terms of the merger agreement, each outstanding share of Del Webb common stock was exchanged for approximately 0.894 shares of newly issued Company stock. Approximately 16.8 million shares were issued to Del Webb shareholders. Del Webb was primarily a homebuilder with operations in seven states. For the fiscal year ended June 30, 2001, Del Webb reported net income of $91.2 million on revenues of $1.9 billion and 7,038 unit settlements. Backlog reported at June 30, 2001, was 3,682 units valued at approximately $994 million.


	This merger expanded and supported the Company’s leadership position. In particular, the Company believes the merger strengthened its position among active adult homebuyers, added important strategic land positions, provided operational savings from economies of scale, bolstered purchasing leverage, and enhanced overall competitive position.


	The merger was accounted for using the purchase method of accounting. Approximately 16.8 million shares were issued and assigned an approximate accounting value of $42.74 per share based on the average closing price of the Company’s stock for the five trading days ended July 26, 2001. The components of the purchase price and allocation are as follows ($000’s omitted):


	This goodwill, which is not deductible for tax purposes, was allocated solely to the homebuilding segment. Trademarks and tradenames are being amortized on a straight-line basis over a period of 20 years.

	Del Webb operations have been included in the consolidated results since July 31, 2001. The following table presents a summary of the unaudited pro forma operating results for the Company assuming that the merger with Del Webb occurred on January 1, 2001.

The pro forma information presented does not purport to be indicative of the results of operations that would have actually been reported had the merger occurred on January 1, 2001. For the purposes of the above pro-forma information presented and in accordance with Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets,” goodwill is not amortized for transactions occurring subsequent to June 30, 2001. As such, operations presented do not include amortization of the goodwill recognized in the Del Webb merger.


	In September 1988, substantially all of the assets, business operations and certain liabilities of five Texas-based insolvent thrifts were acquired by First Heights. Assistance with each acquisition was provided by the Federal Savings and Loan Insurance Corporation (FSLIC) pursuant to an Assistant Agreement.

During the first quarter of 1994, the Company adopted a plan of disposal for First Heights and announced its strategy to exit the thrift industry and increase its focus on housing and related mortgage banking. First Heights sold all but one of its 32 bank branches and related deposits to two unrelated purchasers. The sale was substantially completed during the fourth quarter of 1994, although the Company held brokered deposits which were not liquidated until 1998.


	Although the Company in 1994, expected to complete the plan of disposal within a reasonable period of time, contractual disputes with the Federal Deposit Insurance Corporation (FDIC) precluded the Company from completing the disposal in accordance with its original plan. As discussed in Note 11, the Company settled its litigation with the FDIC in October 2001.

First Heights’ day-to-day activities have been principally devoted to supporting residual regulatory compliance matters and the litigation with the United States government, discussed in Note 11, and are not reflective of the active operations of the former thrift, such as maintaining traditional transaction accounts (e.g., checking and savings accounts) or making loans. Accordingly, such operations are being presented as discontinued.

Revenues of discontinued operations were $6,000, $17,000 and $29,000 for the years ended December 31, 2003, 2002 and 2001, respectively. For the years ended December 31, 2003, 2002 and 2001, discontinued thrift operations reported after-tax gains of $7.3 million and $9.0 million and an after-tax loss of $1.0 million, respectively. The after-tax gains for the years ended December 31, 2003 and 2002 include approximately $7.9 million and $10.0 million, respectively, of income related to the recognition of income tax benefits resulting from the favorable resolution of certain tax matters.

Effective October 1, 2003, Pulte Homes, Inc. replaced its $570 million revolving credit facility with an $850 million facility that includes the capacity to issue letters of credit up to $500 million. Borrowing availability on this line is reduced by the amount of letters of credit outstanding. This new credit facility expires October 1, 2008. The bank credit agreement contains restrictive covenants, the most restrictive of which requires the Company not to exceed a debt-to-total capitalization ratio as defined in the agreement of 50%. The following is a summary of aggregate borrowing information related to this facility ($000’s omitted):


	In addition, the Company’s operating entity in Argentina entered into a $3 million revolving credit facility in October 2002 to provide an additional financial resource to support the operations. Pulte Homes, Inc. has guaranteed the credit facility. There was $2 million outstanding under this facility at December 31, 2003.

	At December 31, 2003, other financing included limited recourse collateralized financing arrangements totaling $83.3 million. These financing arrangements have maturities ranging primarily from one to four years, a weighted average interest rate of 4.31%, are generally collateralized by certain land positions and have no recourse to any other assets. These arrangements have been classified as accrued and other liabilities in the Consolidated Balance Sheets.


	Notes payable to banks (collateralized short-term debt) are secured by residential mortgage loans available-for-sale. The carrying amounts of such borrowings approximate fair value.

During 2003, Pulte Mortgage replaced and expanded its $175 million revolving credit facility with a $310 million facility and replaced its $325 million asset-backed commercial paper program with a $550 million program. The revolving credit facility expires in March 2005 and the asset-backed commercial paper program can be extended to August 2005. During the three years ended December 31, 2003, Pulte Mortgage provided compensating balances, in the form of escrows and other custodial funds, in order to further reduce interest rates. The bank credit agreements contain restrictive covenants, the most restrictive of which requires Pulte Mortgage to maintain a minimum tangible net worth of $30 million.


	The Company’s senior notes and subordinated notes at book value are summarized as follows ($000’s omitted):


	Total senior note and subordinated note principal maturities during the five years after 2003 are as follows: 2004 - $186 million; 2005 - $125 million; 2006 - $0; 2007 - $0; 2008 - $0 and thereafter $1.8 billion.

	In January 2004, the Company sold $500 million of 5.25% unsecured senior notes, callable prior to maturity and guaranteed by Pulte Homes, Inc. and certain of its 100% owned subsidiaries. The notes are due 2014.


	In October 2002, the Company’s Board of Directors authorized the repurchase of $100 million of Pulte Homes, Inc. common stock in open-market transactions or otherwise. Pursuant to this authorization, 790,800 common shares were repurchased at an aggregate cost of approximately $18.2 million in 2003 and 200,000 shares for approximately $4.3 million in 2002. At December 31, 2003, the Company had remaining authorization to purchase common stock aggregating $77.5 million.

	On December 11, 2003 the Company announced a two-for-one stock split effected in the form of a 100 percent stock dividend. The distribution was made on January 2, 2004. All share and per share amounts have been restated to retroactively reflect the stock split.


	The accumulated balances related to each component of other comprehensive income (loss) are as follows ($000’s omitted):


	The Company has fixed stock option plans for both employees (the “Employee Plans”) and for nonemployee directors (the “Director Plan”); information related to the active plans is as follows:


	As of December 31, 2003, 2,917,350 stock options remain available for grant under the Employee Plans and 206,000 stock options remain available for grant under the Director Plan.

The Employee Plans primarily provide for the grant of options (both non-qualified options and incentive stock options as defined in each respective plan), stock appreciation rights and restricted stock to key employees of the Company or its subsidiaries (as determined by the Compensation Committee of the Board of Directors) for periods not exceeding ten years. Options granted under the Employee Plans vest incrementally in periods ranging from six months to five years. Under the Director Plan, nonemployee directors are entitled to an annual distribution of 1,800 shares of common stock and options to purchase an additional 8,000 shares. All options granted are non-qualified, vest immediately and are exercisable on the date of grant. Options granted under the Director Plan are exercisable for ten years from the grant date.

Stock compensation plans and management incentive compensation (continued)


	A summary of the status of the Company’s stock options for the years ended December 31, 2003, 2002 and 2001 is presented below (000’s omitted except per share data):


	The following table summarizes information about fixed stock options outstanding at December 31, 2003:

Exclusive of the Employee Plans and Director Plan above, the Company awarded 544,354, 482,482 and 315,922 shares of restricted stock to certain key employees during 2003, 2002, and 2001, respectively. In connection with the restricted stock awards, which cliff vest at the end of three years, the Company recorded compensation expense of $16.0 million, $5.3 million and $1.7 million during 2003, 2002, and 2001, respectively.


	The Company’s net deferred tax asset (liability) is as follows ($000’s omitted):

The state net operating losses of $62.7 million expire in years 2013 through 2023. International net operating losses of $48,007 will expire in years 2006 through 2013. Net operating losses are generally available to offset the Company’s taxable income in future years. State and other credit carryforwards include a state credit voucher of $10.8 million that is expected to be realized by the Company no later than 2006. Realization of the net deferred tax asset, in certain jurisdictions, is dependent on future reversals of existing taxable temporary differences and adequate future taxable income. Although realization is not assured, management believes that, except for the valuation allowance stated, it is more likely than not that the net deferred tax asset will be realized.


	Components of current and deferred income tax expense (benefit) for continuing operations are as follows ($000’s omitted):


	The following table reconciles the statutory federal income tax rate to the effective income tax rate for continuing operations:

The Company leases certain property and equipment under non-cancelable leases. Office and equipment leases are generally for terms of three to five years and generally provide renewal options for terms of up to an additional three years. Model home leases are generally for shorter terms approximating one year with renewal options on a month-to-month basis. In most cases, management expects that in the normal course of business, leases that expire will be renewed or replaced by other leases. The future minimum lease payments required under operating leases that have initial or remaining non-cancelable terms in excess of one year are as follows ($000’s omitted):


	Net rental expense for the years ended December 31, 2003, 2002 and 2001 was $49.6 million, $48.8 million and $36.5 million, respectively. Certain leases contain purchase options and generally provide that the Company shall pay for insurance, taxes and maintenance.

In the normal course of business, the Company acquires rights under options or option-type agreements to purchase land to be used in homebuilding operations at future dates. The total purchase price applicable to land under option that has been approved for purchase approximated $2.6 billion and $1.5 billion at December 31, 2003 and 2002, respectively. The total purchase price applicable to land under option that has not been approved for purchase approximated $2.1 billion and $982 million at December 31, 2003 and 2002, respectively.


	At December 31, 2003, the Company, in the normal course of business, had outstanding letters of credit and performance bonds of $1.4 billion.

The Company could be required to repurchase loans sold to investors that have not been underwritten in accordance with the investor guidelines (defective loans). The Company, in the normal course of business, indemnifies investors for defective loans that they have purchased. As of December 31, 2003 and 2002, the Company had been notified of $8.6 million and $8.8 million of defective loans, respectively. The Company assesses the risk of loss on these indemnifications and establishes reserves for them. At December 31, 2003 and 2002, reserves for indemnification on defective loans are reflected in accrued and other liabilities and amounted to $0.3 million.


	The Company is involved in various litigation incidental to its continuing business operations. Management does not believe that this litigation will have a material adverse impact on the results of operations, financial position or cash flows of the Company.

Pulte Homes, Inc. was a party to three lawsuits relating to First Heights’ 1988 acquisition from the Federal Savings and Loan Insurance Corporation (FSLIC) and First Heights’ ownership of five failed Texas thrifts. The first lawsuit (the District Court Case) was filed on July 7, 1995, in the United States District Court, Eastern District of Michigan, by the Federal Deposit Insurance Corporation (FDIC) against Pulte Homes, Inc., Pulte Diversified Companies, Inc. and First Heights (collectively, the Pulte Parties). The second lawsuit (the Court of Federal Claims Case) was filed on December 26, 1996, in the United States Court of Federal Claims (Washington, D.C.) by the Pulte Parties against the United States. The third lawsuit was filed by First Heights on January 10, 2000, in the United States District Court, Eastern District of Michigan against the FDIC regarding the amounts, including interest, the FDIC was obligated to pay First Heights on two promissory notes which had been executed by the FDIC’s predecessor, the FSLIC.

11.		Commitments and contingencies (continued)

		First Heights-related litigation (continued)

In the District Court Case, the FDIC, as successor to the FSLIC, sought a declaration of rights and other relief related to the Assistance Agreement entered into between First Heights and the FSLIC. The FDIC and the Pulte Parties disagreed about the proper interpretation of provisions in the Assistance Agreement which provide for sharing of certain tax benefits achieved in connection with First Heights’ 1988 acquisition and ownership of the five failed Texas thrifts. The District Court Case also included certain other claims relating to the foregoing, including claims resulting from the Company’s and First Heights’ amendment of a tax sharing and allocation agreement between the Company and First Heights. The Pulte Parties disputed the FDIC’s claims and filed an answer and a counterclaim seeking, among other things, a declaration that the FDIC had breached the Assistance Agreement in numerous respects. On December 24, 1996, the Pulte Parties voluntarily dismissed without prejudice certain of their claims in the District Court Case and, on December 26, 1996, initiated the Court of Federal Claims Case.

In October 2001, the FDIC and the Pulte Parties settled the District Court Case, the related appeal to the Sixth Circuit Court of Appeals and the third lawsuit. As part of this settlement (the Settlement), the First Heights Assistance Agreement was terminated, except that certain tax benefit sharing provisions will continue in effect, and the warrants issued by First Heights to the FDIC were extinguished. The Company does not believe that the claims in the Court of Federal Claims Case are in any way prejudiced by the Settlement.

On August 17, 2001, the United States Court of Federal Claims ruled that the United States government is liable to the Pulte Parties for breach of contract by enacting Section 13224 of OBRA. In September 2003, the United States Court of Federal Claims issued final judgment that the Pulte Parties had been damaged by approximately $48.7 million as a result of the United States government’s breach of contract with them. The United States government and the Pulte Parties filed Notices of Appeal with the United States Court of Appeals for the Federal Circuit in October 2003. Accordingly, any gain related to this litigation will be recognized only upon final resolution.

Pulte Homes, Inc. has the following outstanding senior note obligations at December 31, 2003: (1) $115 million, 8.375%, due 2004, (2) $125 million, 7.3%, due 2005, (3) $150 million, 7.625%, due 2017, (4) $200 million, 8.125%, due 2011, (5) $500 million, 7.875%, due 2011, (6) $300 million, 7.875%, due 2032, (7) $300 million, 6.25%, due 2013, and (8) $400 million, 6.375%, due 2033. Such obligations to pay principal, premium, if any, and interest are guaranteed jointly and severally on a senior basis by Pulte Homes, Inc.’s 100%-owned Domestic Homebuilding subsidiaries (collectively, the Guarantors). The Company has outstanding $74 million, senior subordinated notes due 2010, which the Company called and will redeem at a price equal to 105.125% in February 2004. Such obligations to pay principal, premium, if applicable, and interest are guaranteed jointly and severally on a senior subordinated basis by the Guarantors. Such guarantees are full and unconditional.

Supplemental consolidating financial information of the Company, specifically including such information for the Guarantors, is presented below. Investments in subsidiaries are presented using the equity method of accounting. Separate financial statements of the Guarantors are not provided as the consolidating financial information contained herein provides a more meaningful disclosure to allow investors to determine the nature of the assets held by the operations of the combined groups.

PULTE HOMES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

CONSOLIDATING STATEMENT OF OPERATIONS
For the year ended December 31, 2003
($000’s omitted)

PULTE HOMES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

CONSOLIDATING STATEMENT OF OPERATIONS
For the year ended December 31, 2002
($000’s omitted)

PULTE HOMES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

CONSOLIDATING STATEMENT OF OPERATIONS
For the year ended December 31, 2001
($000’s omitted)

CONSOLIDATING STATEMENT OF CASH FLOWS
For the year ended December 31, 2003
($000’s omitted)

CONSOLIDATING STATEMENT OF CASH FLOWS (continued)
For the year ended December 31, 2003
($000’s omitted)

CONSOLIDATING STATEMENT OF CASH FLOWS
For the year ended December 31, 2002
($000’s omitted)

CONSOLIDATING STATEMENT OF CASH FLOWS (continued)
For the year ended December 31, 2002
($000’s omitted)

CONSOLIDATING STATEMENT OF CASH FLOWS
For the year ended December 31, 2001
($000’s omitted)

CONSOLIDATING STATEMENT OF CASH FLOWS (continued)
For the year ended December 31, 2001
($000’s omitted)

We, the management of Pulte Homes, Inc., are responsible for the integrity and objectivity of the accompanying consolidated financial statements and related information. The statements were prepared in accordance with accounting principles generally accepted in the United States, and, as such, include amounts that are based on our best judgments and estimates.

We maintain a system of internal accounting and disclosure controls designed to provide reasonable assurance that assets are safeguarded and that transactions and events are recorded properly and that accounting records may be relied upon for the preparation of the consolidated financial statements and other financial information. While the Company is organized on the principle of decentralized management, appropriate control measures are also evidenced by well-defined organizational responsibilities, management selection, development and evaluation processes, communication techniques, financial planning and reporting systems and formalized procedures. In addition, internal auditors monitor the operation of our internal control system and report findings and recommendations to management and the Audit Committee, and corrective actions are taken to remedy deficiencies if and when they are identified.

Ernst & Young LLP, independent auditors, is engaged to audit our consolidated financial statements. Ernst & Young LLP maintains an understanding of our internal controls and conducts such tests and other auditing procedures considered necessary in the circumstances to express their opinion on our consolidated financial statements in the report that follows.

Our Audit Committee of the Board of Directors is composed solely of independent directors with the financial knowledge and experience to provide oversight. We review internal control matters and key accounting and financial reporting issues with the Audit Committee on a regular basis. In addition, the independent auditors, management and internal auditors regularly meet in private sessions with our Audit Committee to discuss the results of their work including observations on the adequacy of internal financial controls, the quality of financial reporting, confirm that they are properly discharging their responsibilities and other relevant matters.

We are committed to providing timely, accurate and understandable information to our shareholders.

We have audited the accompanying consolidated balance sheets of Pulte Homes, Inc. as of December 31, 2003 and 2002, and the related consolidated statements of operations, shareholders’ equity, and cash flows for each of the three years in the period ended December 31, 2003. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Pulte Homes, Inc. at December 31, 2003 and 2002, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2003, in conformity with accounting principles generally accepted in the United States.

As discussed in Note 1 to the consolidated financial statements, the Company changed in 2003 its method of accounting for stock options and in 2002 its method of accounting for goodwill.

PULTE HOMES, INC.
UNAUDITED QUARTERLY INFORMATION
(000’s omitted, except per share data)

(a)

All share and per share amounts have been restated to retroactively reflect the two-for-one stock split announced on December 11, 2003 and effected January 2, 2004.

PULTE HOMES, INC.
UNAUDITED QUARTERLY INFORMATION
(000’s omitted, except per share data)

(a)

All share and per share amounts have been restated to retroactively reflect the two-for-one stock split announced on December 11, 2003 and effected January 2, 2004.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Management, including our President & Chief Executive Officer and Executive Vice President & Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2003. Based upon, and as of the date of that evaluation, our President & Chief Executive Officer and Executive Vice President & Chief Financial Officer concluded that the disclosure controls and procedures were effective, in all material respects, to ensure that information required to be disclosed in the reports we file and submit under the Exchange Act is recorded, processed, summarized and reported as and when required.

There has been no change in our internal control over financial reporting during the quarter ended December 31, 2003 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Information required by this Item with respect to our executive officers is set forth in Item 4A. Information required by this Item with respect to members of our Board of Directors is contained in the Proxy Statement for the 2004 Annual Meeting of Shareholders (2004 Proxy Statement) under the caption “Election of Directors” and under the caption “Board of Directors,” incorporated herein by this reference. Information required by this Item with respect to compliance with Section 16(a) of the Securities Exchange Act of 1934 is contained in the 2004 Proxy Statement under the caption “Section 16(a) Beneficial Ownership Reporting Compliance,” incorporated herein by this reference. Information required by this Item with respect to our code of ethics is contained in the 2004 Proxy Statement under the caption “Code of Ethics / Business Practices Policy,” incorporated herein by this reference.

Information required by this Item is contained in the 2004 Proxy Statement under the caption “Compensation of Named Executive Officers” incorporated herein by this reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table provides information as of December 31, 2003, with respect to our shares of common stock that may be issued under our existing equity compensation plans:

All other Information required by this Item is contained in the 2004 Proxy Statement under the caption “Beneficial Ownership of Significant Shareholders,” under the caption “Election of Directors” and under the caption “Board of Directors,” incorporated herein by this reference.

Information required by this Item is contained in the 2004 Proxy Statement under the caption “Compensation of Named Executive Officers” incorporated herein by this reference.

Information required by this Item is contained in the 2004 Proxy Statement under the captions “Approval Policies for Services Provided by the Independent Auditors” and “Other Important Committee Activities” incorporated herein by reference.

All schedules are omitted since the required information is not present, is not present in amounts sufficient to require submission of the schedule or because the required information is included in the financial statements or notes thereto.

On November 20, 2003, we filed a Current Report on Form 8-K, which included a press release dated the same day, announcing the redemption of Del Webb Corporation Senior Subordinated Debentures.

On December 15, 2003, we filed a Current Report on Form 8-K, which included a press release dated the same day, announcing the Board’s approval of a two-for-one stock split.

On January 9, 2004, we filed a Current Report on Form 8-K, which included a press release dated the same day, announcing net new home orders for the three months and the year ended December 31, 2003.

On January 28, 2004, we furnished a Current Report on Form 8-K, reporting the information required by Item 12 in connection with our press release dated January 28, 2004, announcing our earnings for the year ended December 31, 2003. No financial statements were filed, although we furnished the financial information included in the press release with the Form 8-K.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capabilities and on the dates indicated:

EX-4.(I) 3 k82512exv4wxiy.txt INDENTURE SUPPLEMENT DATED APRIL 3, 2000 EXHIBIT 4(i) - -------------------------------------------------------------------------------- PULTE CORPORATION ----------------------- INDENTURE SUPPLEMENT DATED AS OF APRIL 3, 2000 ----------------------- BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION (successor-in-interest to the First National Bank of Chicago) TRUSTEE - -------------------------------------------------------------------------------- SENIOR DEBT SECURITIES INDENTURE SUPPLEMENT dated as of April 3, 2000, among PULTE CORPORATION, a Michigan corporation (the "Company"), located at 33 Bloomfield Hills Parkway, Suite 200, Bloomfield Hills, Michigan 48304, BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION (successor-in-interest to the First National Bank of Chicago) (the "Trustee"). PULTE HOME CORPORATION ("Pulte Home"), and the subsidiaries of Pulte Home set forth on the signature pages hereto (Pulte Home and such wholly-owned subsidiaries, all together the "Guarantors"). The Company, the Trustee and the Guarantors have entered into an Indenture dated as of October 24, 1995, as amended by the Indenture Supplement dated as of August 27, 1998, the Indenture Supplement dated as of March 20, 1998, and the Indenture Supplement dated as of January 31, 1999 (the "Indenture") pursuant to which the Trustee acts as trustee for the holders of the Company's 7.3% Senior Notes due October 24, 2005 and the Company's 7.625% Senior Notes due October 15, 2017. Capitalized terms used in this Indenture Supplement and not otherwise defined herein shall have the meanings set forth in the Indenture. The parties desire to add the following companies as guarantors of the Guaranteed Obligations under the Indenture: American Title of the Palm Beaches Acquisition Corp. American Title of the Palm Beaches, Ltd. Carr's Grant, L.L.C. Devtex Land, L.P. Harrison Hills, LLC Homesite Solutions Corporation One Willowbrook, L.L.C. PC/BRE Development L.L.C. PC/BRE Springfield L.L.C. PC/BRE Venture L.L.C. PC/BRE Whitney Oaks L.L.C. PC/BRE Winfield L.L.C. PC/Palm Beach, Inc. 2 PN I, Inc. Pulte Home Corporation of New England Pulte Homes of Texas, L.P. Pulte Homes Tennessee Limited Partnership Pulte Land Company, LLC Riverwalk Commerce Acquisition Corp. Wilben,LLLP Section 901 of the Indenture permits the Company and the Trustee to execute supplements to the Indenture for the purpose of adding guarantors of the Guaranteed Obligations without the consent of any Holders. NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH: For and in consideration of the premises and the mutual covenants and agreements contained herein, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of the Securities or of any series thereof, as follows: 1. The following companies are hereby added as guarantors of the Guaranteed Obligations under the Indenture: American Title of the Palm Beaches Acquisition Corp. American Title of the Palm Beaches, Ltd. Carr's Grant, L.L.C. Devtex Land, L.P. Harrison Hills, LLC Homesite Solutions Corporation One Willowbrook, L.L.C. PC/BRE Development L.L.C. PC/BRE Springfield L.L.C. 3 PC/BRE Venture L.L.C. PC/BRE Whitney Oaks L.L.C. PC/BRE Winfield L.L.C. PC/Palm Beach, Inc. PN I, Inc. Pulte Home Corporation of New England Pulte Homes of Texas, L.P. Pulte Homes Tennessee Limited Partnership Pulte Land Company, LLC Riverwalk Commerce Acquisition Corp. Wilben,LLLP 2. The Indenture, as supplemented by and together with this Indenture Supplement, shall be read, taken and construed as one and the same instrument. 3. This Indenture Supplement may be executed in any number of counterparts, each of which so executed shall be deemed an original, but all of such counterparts shall together constitute but one and the same intsrument. 4. This Indenture Supplement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the principles of conflicts of laws. [signatures appear on pages following] 4 IN WITNESS WHEREOF, the parties hereto have caused this Indenture Supplement to be duly executed as of the day and year first above written. BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION as Trustee By: /s/ LARRY KUSCH --------------------------------- Name: LARRY KUSCH Title: Authorized Officer PULTE CORPORATION Attest: ____________________________ By: _________________________________ Calvin R. Boyd Bruce E. Robinson, V.P. ABACOA HOMES, INC. Attest: ____________________________ By: _________________________________ Calvin R. Boyd Bruce E. Robinson, V.P. AMERICAN TITLE OF THE PALM BEACHES ACQUISITION CORP. Attest: ____________________________ By: _________________________________ Calvin R. Boyd Bruce E. Robinson, V.P. AMERICAN TITLE OF THE PALM BEACHES, LTD. Attest: ____________________________ By: _________________________________ Calvin R. Boyd Bruce E. Robinson, V.P. 5 IN WITNESS WHEREOF, the parties hereto have caused this Indenture Supplement to be duly executed as of the day and year first above written. BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION as Trustee By: --------------------------------- Name: Title: PULTE CORPORATION Attest: /s/ Calvin R. Boyd By: /s/ Bruce E. Robinson ---------------------------- --------------------------------- Calvin R. Boyd Bruce E. Robinson, V.P. ABACOA HOMES, INC. Attest: /s/ Calvin R. Boyd By: /s/ Bruce E. Robinson ---------------------------- --------------------------------- Calvin R. Boyd Bruce E. Robinson, V.P. AMERICAN TITLE OF THE PALM BEACHES ACQUISITION CORP. Attest: /s/ Calvin R. Boyd By: /s/ Bruce E. Robinson ---------------------------- --------------------------------- Calvin R. Boyd Bruce E. Robinson, V.P. AMERICAN TITLE OF THE PALM BEACHES, LTD. By: American Title of the Palm Beaches Acquisition Corp. Its: General Partner Attest: /s/ Calvin R. Boyd By: /s/ Bruce E. Robinson ---------------------------- --------------------------------- Calvin R. Boyd Bruce E. Robinson, V.P. 5 CANTERBURY DIVERSIFIED BUILDING CORPORATION (Now Pulte International Building Corp.) Attest: /s/ Calvin R. Boyd By: /s/ Bruce E. Robinson ---------------------------- ------------------------------------ Calvin R. Boyd Bruce E. Robinson, V.P. CARR'S GRANT, L.L.C. By: Pulte Home Corporation Its: Sole Member Attest: /s/ Calvin R. Boyd By: /s/ Bruce E. Robinson ---------------------------- ------------------------------------ Calvin R. Boyd Bruce E. Robinson, V.P. CEIBA HOMES, INC. Attest: /s/ Calvin R. Boyd By: /s/ Bruce E. Robinson ---------------------------- ------------------------------------ Calvin R. Boyd Bruce E. Robinson, V.P. DEAN REALTY COMPANY Attest: /s/ Calvin R. Boyd By: /s/ Bruce E. Robinson ---------------------------- ------------------------------------ Calvin R. Boyd Bruce E. Robinson, V.P. DEVTEX LAND, L.P. By: PN I, Inc., Its: General Partner Attest: /s/ Calvin R. Boyd By: /s/ Bruce E. Robinson ---------------------------- ------------------------------------ Calvin R. Boyd Bruce E. Robinson, V.P. 6 DIVOSTA AND COMPANY, INC. Attest: /s/ Calvin R. Boyd By: /s/ Bruce E. Robinson ---------------------------- ------------------------------------ Calvin R. Boyd Bruce E. Robinson, V.P. DIVOSTA HOMES, INC. Attest: /s/ Calvin R. Boyd By: /s/ Bruce E. Robinson ---------------------------- ------------------------------------ Calvin R. Boyd Bruce E. Robinson, V.P. FLORIDA BUILDING PRODUCTS, INC. Attest: /s/ Calvin R. Boyd By: /s/ Bruce E. Robinson ---------------------------- ------------------------------------ Calvin R. Boyd Bruce E. Robinson, V.P. FLORIDA CLUB HOMES, INC. Attest: /s/ Calvin R. Boyd By: /s/ Bruce E. Robinson ---------------------------- ------------------------------------ Calvin R. Boyd Bruce E. Robinson, V.P. GURABO HOMES, INC. Attest: /s/ Calvin R. Boyd By: /s/ Bruce E. Robinson ---------------------------- ------------------------------------ Calvin R. Boyd Bruce E. Robinson, V.P. HAMMOCK RESERVE DEVELOPMENT COMPANY Attest: /s/ Calvin R. Boyd By: /s/ Bruce E. Robinson ---------------------------- ------------------------------------ Calvin R. Boyd Bruce E. Robinson, V.P. 7 HARRISON HILLS, LLC By: Wil Corporation Its: Sole Member Attest: /s/ Calvin R. Boyd By: /s/ Bruce E. Robinson ---------------------- ------------------------------------ Calvin R. Boyd Bruce E. Robinson, V.P. HOMESITE SOLUTIONS CORPORATION (f/k/a/Canterbury Liquidation Corporation) Attest: /s/ Calvin R. Boyd By: /s/ Bruce E. Robinson ---------------------- ------------------------------------ Calvin R. Boyd Bruce E. Robinson, V.P. ISLAND WALK DEVELOPMENT COMPANY Attest: /s/ Calvin R. Boyd By: /s/ Bruce E. Robinson ---------------------- ------------------------------------ Calvin R. Boyd Bruce E. Robinson, V.P. JAMES T. LYNCH, INC. Attest: /s/ Calvin R. Boyd By: /s/ Bruce E. Robinson ---------------------- ------------------------------------ Calvin R. Boyd Bruce E. Robinson, V.P. ONE WILLOWBROOK, L.L.C. Attest: /s/ Calvin R. Boyd By: /s/ Bruce E. Robinson ---------------------- ------------------------------------ Calvin R. Boyd Bruce E. Robinson, V.P. PALMVILLE DEVELOPMENT CORP. Attest: /s/ Calvin R. Boyd By: /s/ Bruce E. Robinson ---------------------- ------------------------------------ Calvin R. Boyd Bruce E. Robinson, V.P. 8 PB VENTURE L.L.C. Attest: /s/ Calvin R. Boyd By: /s/ Bruce E. Robinson ---------------------------- ------------------------------------ Calvin R. Boyd Bruce E. Robinson, V.P. PBW CORPORATION Attest: /s/ Calvin R. Boyd By: /s/ Bruce E. Robinson ---------------------------- ------------------------------------ Calvin R. Boyd Bruce E. Robinson, V.P. PC/BRE DEVELOPMENT L.L.C. ` By: PC/BRE Venture L.L.C. Its: Sole Member Attest: /s/ Calvin R. Boyd By: /s/ Bruce E. Robinson ---------------------------- ------------------------------------ Calvin R. Boyd Bruce E. Robinson, V.P. PC/BRE SPRINGFIELD L.L.C. Attest: /s/ Calvin R. Boyd By: /s/ Bruce E. Robinson ---------------------------- ------------------------------------ Calvin R. Boyd Bruce E. Robinson, Senior V.P. PC/BRE VENTURE L.L.C. Attest: /s/ Calvin R. Boyd By: /s/ Bruce E. Robinson ---------------------------- ------------------------------------ Calvin R. Boyd Bruce E. Robinson, Senior V.P. PC/BRE WHITNEY OAKS L.L.C. Attest: /s/ Calvin R. Boyd By: /s/ Vincent J. Frees ---------------------------- ------------------------------------ Calvin R. Boyd Vincent J. Frees, V.P. 9 PC/BRE WINFIELD L.L.C. Attest: /s/ Calvin R. Boyd By: /s/ Vincent J. Frees ---------------------------- ------------------------------------ Calvin R. Boyd Vincent J. Frees, V.P. PC/PALM BEACH, INC. Attest: /s/ Calvin R. Boyd By: /s/ Bruce E. Robinson ---------------------------- ------------------------------------ Calvin R. Boyd Bruce E. Robinson, V.P. PHC TITLE CORPORATION Attest: /s/ Calvin R. Boyd By: /s/ Vincent J. Frees ---------------------------- ------------------------------------ Calvin R. Boyd Vincent J. Frees, President PHM REALTY, INC. Attest: /s/ Calvin R. Boyd By: /s/ Bruce E. Robinson ---------------------------- ------------------------------------ Calvin R. Boyd Bruce E. Robinson, V.P. PHT TITLE CORPORATION Attest: /s/ Calvin R. Boyd By: /s/ Vincent J. Frees ---------------------------- ------------------------------------ Calvin R. Boyd Vincent J. Frees, V.P. PN I, INC. Attest: /s/ Calvin R. Boyd By: /s/ Bruce E. Robinson ---------------------------- ------------------------------------ Calvin R. Boyd Bruce E. Robinson, V.P. 10 PN II, INC. Attest: /s/ Calvin R. Boyd By: /s/ Vincent J. Frees ---------------------------- ------------------------------------ Calvin R. Boyd Vincent J. Frees, V.P. PQL REALTY CORPORATION Attest: /s/ Calvin R. Boyd By: /s/ Bruce E. Robinson ---------------------------- ------------------------------------ Calvin R. Boyd Bruce E. Robinson, V.P. PRESERVE I, INC. Attest: /s/ Calvin R. Boyd By: /s/ Bruce E. Robinson ---------------------------- ------------------------------------ Calvin R. Boyd Bruce E. Robinson, V.P. PRESERVE II, INC. Attest: /s/ Calvin R. Boyd By: /s/ Bruce E. Robinson ---------------------------- ------------------------------------ Calvin R. Boyd Bruce E. Robinson, V.P. PULTE-IN CORPORATION Attest: /s/ Calvin R. Boyd By: /s/ Bruce E. Robinson ---------------------------- ------------------------------------ Calvin R. Boyd Bruce E. Robinson, V.P. PULTE DEVELOPMENT CORPORATION Attest: /s/ Calvin R. Boyd By: /s/ Bruce E. Robinson ---------------------------- ------------------------------------ Calvin R. Boyd Bruce E. Robinson, V.P. 11 PUTLE HOME CORPORATION OF THE DELAWARE VALLEY Attest: /s/ Calvin R. Boyd By: /s/ Bruce E. Robinson ---------------------------- ------------------------------------ Calvin R. Boyd Bruce E. Robinson, V.P. PULTE HOME CORPORATION OF NEW ENGLAND Attest: /s/ Calvin R. Boyd By: /s/ Bruce E. Robinson ---------------------------- ------------------------------------ Calvin R. Boyd Bruce E. Robinson, V.P. PULTE HOME CORPORATION Attest: /s/ Calvin R. Boyd By: /s/ Bruce E. Robinson ---------------------------- ------------------------------------ Calvin R. Boyd Bruce E. Robinson, V.P. PULTE HOMES OF GREATER KANSAS CITY, INC. Attest: /s/ Calvin R. Boyd By: /s/ Bruce E. Robinson ---------------------------- ------------------------------------ Calvin R. Boyd Bruce E. Robinson, V.P. PULTE HOMES OF MICHIGAN CORPORATION Attest: /s/ Calvin R. Boyd By: /s/ Bruce E. Robinson ---------------------------- ------------------------------------ Calvin R. Boyd Bruce E. Robinson, V.P. PULTE HOMES OF MINNESOTA CORPORATION Attest: /s/ Calvin R. Boyd By: /s/ Bruce E. Robinson ---------------------------- ------------------------------------ Calvin R. Boyd Bruce E. Robinson, V.P. 12 PULTE HOMES OF OHIO CORPORATION Attest: /s/ Calvin R. Boyd By: /s/ Bruce E. Robinson ---------------------------- ------------------------------------ Calvin R. Boyd Bruce E. Robinson, V.P. PULTE HOMES OF SOUTH CAROLINA, INC. Attest: /s/ Calvin R. Boyd By: /s/ Bruce E. Robinson ---------------------------- ------------------------------------ Calvin R. Boyd Bruce E. Robinson, V.P. PULTE HOMES OF TEXAS, L.P. By: PN I, Inc., Its: General Partner Attest: /s/ Calvin R. Boyd By: /s/ Bruce E. Robinson ---------------------------- ------------------------------------ Calvin R. Boyd Bruce E. Robinson, V.P. PULTE HOMES TENNESSEE LIMITED PARTNERSHIP By: Radnor Homes, Inc. Its: General Partner Attest: /s/ Calvin R. Boyd By: /s/ Bruce E. Robinson ---------------------------- ------------------------------------ Calvin R. Boyd Bruce E. Robinson, V.P. PULTE LAND COMPANY, LLC Attest: /s/ Calvin R. Boyd By: /s/ Bruce E. Robinson ---------------------------- ------------------------------------ Calvin R. Boyd Bruce E. Robinson, V.P. PULTE LAND DEVELOPMENT CORPORATION Attest: /s/ Calvin R. Boyd By: /s/ Bruce E. Robinson ---------------------------- ------------------------------------ Calvin R. Boyd Bruce E. Robinson, V.P. 13 PULTE LIFESTYLE COMMUNITIES, INC. Attest: /s/ Calvin R. Boyd By: /s/ Bruce E. Robinson ---------------------------- ------------------------------------ Calvin R. Boyd Bruce E. Robinson, V.P. PULTE PAYROLL CORPORATION Attest: /s/ Calvin R. Boyd By: /s/ Bruce E. Robinson ---------------------------- ------------------------------------ Calvin R. Boyd Bruce E. Robinson, V.P. PULTE REAL ESTATE COMPANY Attest: /s/ Calvin R. Boyd By: /s/ Bruce E. Robinson ---------------------------- ------------------------------------ Calvin R. Boyd Bruce E. Robinson, V.P. RADNOR HOMES, INC. Attest: /s/ Calvin R. Boyd By: /s/ Bruce E. Robinson ---------------------------- ------------------------------------ Calvin R. Boyd Bruce E. Robinson, V.P. RIVERWALK COMMERCE ACQUISITION CORP. Attest: /s/ Calvin R. Boyd By: /s/ Bruce E. Robinson ---------------------------- ------------------------------------ Calvin R. Boyd Bruce E. Robinson, President RIVERWALK OF THE PALM BEACHES DEVELOPMENT COMPANY, INC. Attest: /s/ Calvin R. Boyd By: /s/ Bruce E. Robinson ---------------------------- ------------------------------------ Calvin R. Boyd Bruce E. Robinson, V.P. 14 RN ACQUISITION 2 CORP. Attest: /s/ Calvin R. Boyd By: /s/ Bruce E. Robinson ---------------------------- ------------------------------------ Calvin R. Boyd Bruce E. Robinson, V.P. SALINAS BUILDERS, INC. Attest: /s/ Calvin R. Boyd By: /s/ Bruce E. Robinson ---------------------------- ------------------------------------ Calvin R. Boyd Bruce E. Robinson, V.P. SALINAS HOMES, INC. Attest: /s/ Calvin R. Boyd By: /s/ Bruce E. Robinson ---------------------------- ------------------------------------ Calvin R. Boyd Bruce E. Robinson, V.P. SEAN/CHRISTOPHER HOMES, INC. Attest: /s/ Calvin R. Boyd By: /s/ Bruce E. Robinson ---------------------------- ------------------------------------ Calvin R. Boyd Bruce E. Robinson, V.P. SUNCO BUILDING CORPORATION Attest: /s/ Calvin R. Boyd By: /s/ Bruce E. Robinson ---------------------------- ------------------------------------ Calvin R. Boyd Bruce E. Robinson, V.P. TVM CORPORATION Attest: /s/ Calvin R. Boyd By: /s/ Vincent J. Frees ---------------------------- ------------------------------------ Calvin R. Boyd Vincent J. Frees, President 15 VILLAGE WALK DEVELOPMENT COMPANY, INC. Attest: /s/ Calvin R. Boyd By: /s/ Bruce E. Robinson ---------------------------- ------------------------------------ Calvin R. Boyd Bruce E. Robinson, V.P. WIL CORPORATION, Attest: /s/ Calvin R. Boyd By: /s/ Bruce E. Robinson ---------------------------- ------------------------------------ Calvin R. Boyd Bruce E. Robinson, V.P. WILBEN, LLLP By: PBW Corporation Its: General Partner Attest: /s/ Calvin R. Boyd By: /s/ Bruce E. Robinson ---------------------------- ------------------------------------ Calvin R. Boyd Bruce E. Robinson, V.P. 16 EX-4.(J) 4 k82512exv4wxjy.txt INDENTURE SUPPLEMENT DATED FEBRUARY 21, 2001 EXHIBIT 4(j) ----------------------------------------------------- PULTE CORPORATION -------------------------------- INDENTURE SUPPLEMENT DATED AS OF FEBRUARY 21, 2001 TO INDENTURE DATED AS OF OCTOBER 24, 1995 -------------------------------- BANK ONE TRUST COMPANY, N.A. TRUSTEE ----------------------------------------------------- SENIOR DEBT SECURITIES INDENTURE SUPPLEMENT dated as of February 21, 2001, among PULTE CORPORATION, a Michigan corporation ("Company"), located at 33 Bloomfield Hills Parkway, Suite 200, Bloomfield Hills, Michigan 48304, BANK ONE TRUST COMPANY, N.A., as Trustee ("Trustee"), PULTE HOME CORPORATION ("Pulte Home"), and the direct and indirect wholly-owned subsidiaries of Pulte Home set forth on the signature pages hereto (Pulte Home and such subsidiaries and, as applicable, any successor who replaces such Guarantor pursuant to the applicable provisions of this Indenture Supplement and the Indenture (as defined below) and, thereafter, such successor, all together the "Guarantors"). RECITALS The Company has heretofore executed and delivered to the Trustee that certain Indenture, dated as of October 24, 1995 (hereinafter the "Original Indenture" and as amended by the Indenture Supplement dated as of August 27, 1997, the Indenture Supplement dated as of March 20, 1998, the Indenture Supplement dated as of January 31, 1999, the Indenture Supplement dated as of April 3, 2000 and this Indenture Supplement, hereinafter the "Indenture"), pursuant to which one or more series of unsecured debenture, notes or other evidences of indebtedness of the Company (hereinafter, the "Securities") may be issued from time to time. Section 901(6) of the Indenture provides that a supplemental indenture may be entered into by the Company and the Trustee without the consent of any Holders to make provisions to establish the form or terms of Securities of any series as permitted by Sections 201 and 301 of the Indenture. Pursuant to the terms of Section 901(6) of the Indenture, the Company desires to provide for the establishment of the form and terms of a new series of its Securities to be known as its 8.125% Senior Notes due 2011 (hereinafter, the "Notes"). Section 901(9) of the Indenture provides that a supplemental indenture may be entered into by the Company and the Trustee without the consent of any Holders to make provisions with respect to matters arising under the Indenture which do not adversely affect the interests of the Holders of the Securities of any series in any material respect. Section 901 of the Indenture also permits the Company and the Trustee to execute supplements to the Indenture for the purpose of adding guarantors of the Guaranteed Obligations and to add to the covenants of the Company or any Guarantor for the benefit of the Holders of all or any series of Securities or to surrender any right or power conferred upon the Company or such Guarantor without the consent of any Holders. The Company has furnished the Trustee with (i) an Opinion of Counsel stating that the execution of this Indenture Supplement is authorized or permitted by the Indenture and (ii) a copy of the resolutions of its Board of Directors certified by its Secretary, pursuant to which this Indenture Supplement has been authorized. All things necessary to make this Indenture Supplement a valid agreement of the Company and the Trustee and a valid amendment of and supplement to the Indenture have been done. NOW THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH: For and in consideration of the premises and the mutual covenants and agreements contained herein, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of the Notes, and, as to Articles III, IV, and VI, all Securities or of series thereof, as follows: ARTICLE I DEFINED TERMS SECTION 1.01. Defined Terms. Except as otherwise expressly provided in this Indenture Supplement or in the form of Note attached as Exhibit A hereto or otherwise clearly required by the context hereof or thereof, all capitalized terms used and not defined in this Indenture Supplement that are defined in the Original Indenture shall have the meanings assigned to them in the Original Indenture. For all purposes of this Indenture Supplement: "Certificated Note" has the meaning set forth in Section 2.04 hereof. "Closing Date" means February 26, 2001. "Depositary" means, with respect to the Securities of any series issuable or issued in whole or in part in the form of one or more Global Securities, the clearing agency registered under the Exchange Act, specified for that purpose as contemplated by Section 301 or any successor clearing agency registered under the Exchange Act as contemplated by Section 305, and if at any time there is more than one such Person, "Depositary" as used with respect to the Securities of any series shall mean the Depositary with respect to the Securities of such series. "Global Notes" has the meaning set forth in Section 2.04 hereof. "Global Security" means a Security bearing the legend specified in Section 204 (as added hereby) evidencing all or part of a series of Securities, issued to the Depositary for such series or its nominee, and registered in the name of such Depositary or nominee. Unless otherwise specified, references to a permanent global security in this Indenture shall include any Global Security. "Global Securities Legend" means the legend set forth on the form of Note attached as Exhibit A hereto. "Notes" means any of the Securities of the series designated in the third paragraph of the recitals hereof and Section 2.01 hereof that are authenticated and delivered under the Indenture. For all purposes of the Indenture, the term "Notes" shall include the Notes initially issued on the Closing Date and any other Notes issued after the Closing Date under the Indenture. For purposes of the Indenture, all Notes shall vote together and otherwise constitute a single series of Securities under the Indenture. The parties hereto acknowledge that certain terms are defined in both the Original Indenture and in this Indenture Supplement. The parties hereto hereby agree that, unless 2 otherwise expressly stated or the context otherwise requires, any term which is defined in both the Original Indenture and in this Indenture Supplement, when used with respect to or in the certificates evidencing the Notes, shall have the meaning set forth in this Indenture Supplement. ARTICLE II TERMS OF THE NOTES SECTION 2.01. Establishment of the Notes. There is hereby authorized and established a series of Securities designated the 8.125% Series Notes due 2011, limited in aggregate principal amount to $200,000,000 (except as provided in Section 301(2) of the Original Indenture); provided that the Company may, without the consent of the Holders of the Outstanding Notes, "reopen" this series of Securities so as to increase the aggregate principal amount of Notes Outstanding in compliance with the procedures set forth in the Indenture, including Sections 301 and 303 thereof, so long as any such additional Notes have the same tenor and terms (including, without limitation, rights to receive accrued and unpaid interest) as the Notes then Outstanding. SECTION 2.02. Terms of the Notes. The Stated Maturity on which the principal of the Notes shall be due and payable shall be March 1, 2011. The principal of the Notes shall bear interest at the rate of 8.125% per annum from February 26, 2001 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, payable semi-annually in arrears on March 1 and September 1 (each, an "Interest Payment Date") in each year, commencing September 1, 2001, to the Persons in whose names the Notes (or one or more Predecessor Securities) are registered at the close of business on the February 15 or August 15 immediately preceding such Interest Payment Dates (each, a "Regular Record Date") regardless of whether such Regular Record Date is a Business Day. Any overdue principal of and premium, if any, on the Notes and any overdue installment of interest on the Notes shall, to the extent permitted by law, bear interest at the rate of 8.125% per annum. Interest on the Notes shall be calculated on the basis of a 360-day year of twelve 30-day months. No additional amounts will be payable on any Notes held by a Person who is a non-United States citizen in respect of any tax, assessment or governmental charge withheld or deducted. The Borough of Manhattan, in The City of New York is hereby designated as a Place of Payment for the Notes; and the place where the principal of and interest on the Notes shall be payable, where Notes may be surrendered for registration of transfer and exchange, and where notices and, if other than in the manner provided in Section 105 of the Original Indenture, demands to or upon the Company in respect of the Notes may be served, shall be the office or agency maintained by the Company for that purpose in the Borough of Manhattan, in The City of New York, which initially shall be the office of the Trustee located at 14 Wall Street, 8th Floor - Window 2, New York, New York 10005, Attention: Corporate Trust Administration. 3 The Notes shall, without limitation, be subject to, and have the benefit of, Sections 1006 and 1007 and Article 8 of the Indenture and shall be subject to defeasance and covenant defeasance at the option of the Company as provided in Sections 1401, 1402 and 1403 of the Indenture; provided that, without limitation to the provisions of Sections 1401, 1402 and 1403 of the Original Indenture, the provisions of Section 308 and of Article V of this Indenture Supplement shall survive any such defeasance or covenant defeasance and remain in full force and effect. The Notes shall have such other terms and provisions as are set forth in the form of Note attached hereto as Exhibit A (all of which incorporated by reference in and made a part of this Indenture Supplement as if set forth in full at this place). SECTION 2.03. Denominations. The Notes shall be issued in denominations of $1,000 and integral multiples thereof. SECTION 2.04. Form. The Notes shall be in substantially the form set forth in Exhibit A hereto, with such changes therein as may be authorized by any officer of the Company executing the Notes by manual or facsimile signature, such approval to be conclusively evidenced by the execution thereof by such officer. The Notes shall be issued as Registered Securities without coupons. The Notes shall be issued initially in the form of one or more permanent Global Securities ("Global Notes"). The initial Depositary for the Global Notes shall be The Depository Trust Company. The Global Notes shall be registered in the name of the Depositary or a nominee of the Depositary and deposited with the Trustee, as custodian for the Depositary. ARTICLE III ADDITION OF GUARANTORS SECTION 3.01. The following companies are hereby added as Guarantors of the Guaranteed Obligations under the Indenture: Pulte Homes of Michigan I L.P. Pulte Homes of New York, Inc. Pulte Communities NJ, Limited Partnership Pulte Homes of NJ, Limited Partnership Pulte Homes of PA, Limited Partnership Pulte Michigan Holdings Corporation Pulte Michigan Services, LLC 4 ARTICLE IV APPLICATION OF AMENDMENTS TO INDENTURE SECTION 4.01. Amendment to Definition of "Bank Credit Facility" in the Original Indenture. The definition of "Bank Credit Facility" in Section 101 of the Original Indenture is hereby amended and restated as follows: "Bank Credit Facility" means the Credit Agreement, dated as of August 31, 2000, by and among Pulte Corporation, material subsidiaries of Pulte Corporation as guarantors, Bank of America, N.A. (successor-in-interest to Nationsbank, N.A.), as administrative agent, Bank One, N.A. (formerly known as The First National Bank of Chicago), as syndication agent, Comerica Bank, as co-agent, Bank of America Securities LLC, as arranger, and the other lenders named therein, and any related documents (including, without limitation, any guarantees or security documents), as such agreements (and such related documents) may be amended, restated, supplemented, renewed, replaced or otherwise modified from time to time, including any agreement extending the maturity of or refinancing or refunding all or any portion of the Indebtedness or increasing the amount to be borrowed under such agreements or any successor agreement, whether or not by or among the same parties. SECTION 4.02. Amendment to Definition of "Permitted Holder" in the Original Indenture. The definition of "Permitted Holder" in Section 101 of the Original Indenture is hereby amended and restated as follows: "Permitted Holder" means (i) William J. Pulte, (ii) any of his respective Affiliates, parents, spouses, descendants, and spouses of descendants, (iii) any trusts or other entities controlled by Mr. Pulte and (iv) in the event of the death or incapacity of Mr. Pulte or any of the persons referred to in clause (ii) above, their respective estates, heirs, executors, administrators or other personal representatives. SECTION 4.03. Form of Legend for Global Securities. A new Section 204 is hereby inserted in Article Two of the Original Indenture as follows: Section 204. Form of Legend for Global Securities. Any Global Security authenticated and delivered hereunder shall bear a legend in substantially the following form: This Security is a Global Security within the meaning of the Indenture hereinafter referred to and is registered in the name of a Depositary or a nominee of a Depositary. This Security is exchangeable for Securities registered in the name of a Person other than the Depositary or its nominee only in the limited circumstances described in the Indenture, and no transfer of this Security (other than a transfer of this security as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to 5 the Depositary or another nominee of the Depositary) may be registered except in such limited circumstances. SECTION 4.04. Amendment to Section 301 of the Original Indenture. Section 301(20) is hereby redesignated as Section 301(21), and a new Section 301(20) is hereby inserted in Article Three of the Original Indenture as follows: (20) whether any Securities of the series are to be issuable in whole or in part in the form of one or more Global Securities and, if so, (a) the Depositary with respect to such Global Security or Securities and (b) the circumstances under which any such Global Security may be exchanged for Securities registered in the name of, and any transfer of such Global Security may be registered to, a Person other than such Depositary or its nominee; and SECTION 4.05. Amendment to Section 305 of the Original Indenture. Section 305 of the Original Indenture is hereby amended and restated but only insofar as it relates to the Notes and any other series of Securities originally issued after the date hereof (unless otherwise expressly provided pursuant to Section 301 of the Original Indenture with respect to the Securities of any such other series), to append the following paragraph at the end thereof: Notwithstanding the foregoing, except as otherwise specified as contemplated by Section 301, any Global Security shall be exchangeable pursuant to this Section 305 or Sections 304, 306, 906 or 1107 for Securities registered in the name of, and a transfer of a Global Security of any series may be registered to, any Person other than the Depositary for such Security or its nominee only if (i) such Depositary notifies the Company that it is unwilling or unable to continue as Depositary for such Global Security or if at any time such Depositary ceases to be a clearing agency registered under the Exchange Act, and, in either such case, the Company does not appoint a successor Depositary within 90 days thereafter, (ii) the Company executes and delivers to the Trustee a Company Order that such Global Security shall be so exchangeable and the transfer thereof so registrable or (iii) there shall have occurred and be continuing an Event of Default or an event which, with the giving of notice or lapse of time, or both, would constitute an Event of Default with respect to the Securities of such series. Upon the occurrence in respect of any Global Security of any series of any or more of the conditions specified in clause (i), (ii) or (iii) of the preceding sentence or such other conditions as may be specified as contemplated by Section 301 for such series, such Global Security may be exchanged for Securities registered in the name of, and the transfer of such Global Security may be registered to, such Persons (including Persons other than the Depositary with respect to such series and its nominees) as such Depositary, in the case of an exchange, and the Company, in the case of a transfer, shall direct. Notwithstanding any other provision of this Indenture, any Security authenticated and delivered upon registration of transfer of any Global 6 Security shall also be a Global Security and bear the legend specified in Section 204. SECTION 4.06. Amendment to Section 308 of the Original Indenture. The following paragraph is inserted before the first paragraph of Section 308 of the Original Indenture: No holder of any beneficial interest in any Global Security held on its behalf by a Depositary (or its nominee) shall have any rights under this Indenture with respect to such Global Security or any Security represented thereby, and such Depositary may be treated by the Company, the Trustee, and any agent of the Company or the Trustee as the owner of such Global Security or any Security represented thereby for all purposes whatsoever. Notwithstanding the foregoing, with respect to any Global Security, nothing herein shall prevent the Company, the Trustee, or any agent of the Company or the Trustee, from giving effect to any written certification, proxy or other authorization furnished by a Depositary or impair, as between a Depositary and such holders of beneficial interests, the operation of customary practices governing the exercise of the rights of the Depositary (or its nominee) as Holder of any Security. ARTICLE V ORIGINAL ISSUE OF NOTES SECTION 5.01. Notes. Notes in the aggregate principal amount of $200,000,000 may be executed by the Company and delivered to the Trustee for authentication and the Trustee shall thereupon authenticate and, on the Closing Date, deliver said Notes upon a Company Order without any further action by the Company. ARTICLE VI MISCELLANEOUS SECTION 6.01. Ratification. This Indenture Supplement shall be deemed part of the Indenture in the manner and to the extent herein provided. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. SECTION 6.02. Counterparts. This Indenture Supplement may be executed in any number of counterparts, each of which so executed shall be deemed an original, but all of such counterparts shall together constitute but one and the same instrument. SECTION 6.03. Governing Law. This Indenture supplement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the principles of conflicts of laws. 7 IN WITNESS WHEREOF, the parties hereto have caused this Indenture Supplement to be duly executed as of the day and year first above written. BANK ONE TRUST COMPANY, N.A. as Trustee By: ________________________ Name: Title: Agent PULTE CORPORATION By: ________________________ Name: Bruce E. Robinson Title: Vice President Attest: ___________ Abacoa Homes, Inc., a Florida corporation: American Title of the Palm Beaches Corp., a Michigan corporation: American Title of the Palm Beaches, Ltd., a Florida corporation: Carr's Grant, L.L.C., a Maryland limited liability company: Devtex Land, L.P., a Texas limited partnership: DiVosta and Company, Inc., a Florida corporation: DiVosta Building Corporation, a Florida corporation: DiVosta Homes, Inc., a Florida corporation: Florida Building Products, Inc., a Florida corporation: Florida Club Homes, Inc., a Florida corporation: Hammock Reserve Development Company, a Florida corporation: Harrison Hills, LLC, a Maryland limited liability company: Homesite Solutions Corporation, a Michigan corporation: Island Walk Development Company, a Florida corporation: One Willowbrook L.L.C., a Maryland limited liability company: PB Venture L.L.C., a Michigan limited liability company: PBW Corporation, a Michigan corporation: PC/BRE Development L.L.C., a Delaware limited liability company: PC/BRE Springfield L.L.C., a Delaware limited liability company: PC/BRE Venture L.L.C., a Delaware limited liability company: PC/BRE Whitney Oaks L.L.C., a Delaware limited liability company: PC/BRE Winfield L.L.C., a Delaware limited liability company: PC/Palm Beach, Inc., a Michigan corporation: PN I, Inc., a Nevada corporation: PN II, Inc., a Nevada corporation: Pulte Communities NJ, Limited Partnership, a Michigan limited partnership: Pulte Development Corporation, a Michigan corporation: Pulte Home Corporation, a Michigan corporation: Pulte Home Corporation of New England, a Michigan corporation: Pulte Home Corporation of the Delaware Valley, a Michigan corporation: Pulte Homes of Greater Kansas City, Inc., a Michigan corporation: Pulte Homes of Michigan Corporation, a Michigan corporation: Pulte Homes of Michigan I L.P., a Michigan limited partnership: Pulte Homes Minnesota Corporation, a Minnesota corporation: Pulte Homes of NJ, Limited Partnership, a Michigan limited partnership: Pulte Homes of New York, Inc., a Michigan corporation: Pulte Homes of Ohio Corporation, an Ohio corporation: Pulte Homes of PA, Limited Partnership, a Michigan limited partnership: Pulte Homes of South Carolina, Inc., a Michigan corporation: Pulte Homes of Texas, L.P., a Texas limited partnership: Pulte Homes Tennessee Limited Partnership, a Nevada limited partnership: Pulte Land Company, LLC, a Michigan limited liability company: Pulte Land Development Corporation, a Michigan corporation: Pulte Lifestyle Communities, Inc., a Michigan corporation: Pulte Michigan Holdings Corporation, a Michigan corporation: Pulte Michigan Services, LLC., a Michigan limited liability company: Pulte Payroll Corporation, a Michigan corporation: Pulte-IN Corp., a Michigan corporation: Radnor Homes, Inc., a Michigan corporation: Riverwalk Commerce Acquisition Corp., a Michigan corporation: Riverwalk of the Palm Beaches Development Company, Inc., a Florida corporation: RN Acquisition 2 Corp., a Nevada corporation: Sean/Christopher Homes, Inc., a Michigan corporation: Village Walk Development Company, Inc., a Florida corporation: Wilben, LLLP, a Maryland limited liability partnership: Wil Corporation, a Michigan corporation: By: ____________________________________ Authorized Signatory for each of the Guarantors Attest: By: ____________________________________ Authorized Signatory for each of the Guarantors EX-4.(M) 5 k82512exv4wxmy.txt INDENTURE SUPPLEMENT DATED JUNE 12, 2002 EXHIBIT 4(m) - -------------------------------------------------------------------------------- PULTE HOMES, INC. ------------------------------- INDENTURE SUPPLEMENT DATED AS OF JUNE 12, 2002 TO INDENTURE DATED AS OF OCTOBER 24, 1995 ------------------------------- BANK ONE TRUST COMPANY, N.A. TRUSTEE - -------------------------------------------------------------------------------- SENIOR DEBT SECURITIES INDENTURE SUPPLEMENT, dated as of June 12, 2002, among PULTE HOMES, Inc., a Michigan corporation ("Company"), located at 33 Bloomfield Hills Parkway, Suite 200, Bloomfield Hills, Michigan 48304, BANK ONE TRUST COMPANY, N.A., as Trustee ("Trustee"), and the Company's direct and indirect wholly-owned domestic subsidiaries set forth in the signature pages hereto (collectively, the "Guarantors"). RECITALS The Company and certain Guarantors have heretofore executed and delivered to the Trustee that certain Indenture, dated as of October 24, 1995 (hereinafter the "Original Indenture" and as amended by the Indenture Supplement dated as of August 27, 1997, the Indenture Supplement dated as of March 20, 1998, the Indenture Supplement dated as of January 31, 1999, two Indenture Supplements each dated as of April 3, 2000, the Indenture Supplement dated as of February, 2001, the Indenture Supplement dated as of July 31, 2001, the Indenture Supplement dated as of August 6, 2001 and this Indenture Supplement, hereinafter the ("Indenture"), pursuant to which one or more series of unsecured debenture, notes or other evidences of indebtedness of the Company (hereinafter, the "Securities") may be issued from time to time. Section 901(6) of the Indenture provides that a supplemental indenture may be entered into by the Company and the Trustee without the consent of any Holders to make provisions to establish the form or terms of Securities of any series as permitted by Sections 201 and 301 of the Indenture. Pursuant to the terms of Section 901(6) of the Indenture, the Company desires to provide for the establishment of the form and terms of a new series of its Securities to be known as its 7.875% Senior Notes due 2032 (hereinafter, the "Notes"). Section 901(9) of the Indenture provides that a supplemental indenture may be entered into by the Company and the Trustee without the consent of any Holders to make provisions with respect to matters arising under the Indenture which do not adversely affect the interests of the Holders of the Securities of any series in any material respect. The Company has furnished the Trustee with (i) an Opinion of Counsel stating that the execution of this Indenture Supplement is authorized or permitted by the Indenture and (ii) a copy of the resolutions of its Board of Directors certified by its Secretary, pursuant to which this Indenture Supplement has been authorized. All things necessary to make this Indenture Supplement a valid agreement of the Company and the Trustee and a valid amendment of and supplement to the Indenture have been done. NOW THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH: For and in consideration of the premises and the mutual covenants and agreements contained herein, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of the Notes, as follows: ARTICLE I DEFINED TERMS SECTION 1.01. Defined Terms. Except as otherwise expressly provided in this Indenture Supplement or in the form of Note attached as Exhibit A hereto or otherwise clearly required by the context hereof or thereof, all capitalized terms used and not defined in this Indenture Supplement that are defined in the Original Indenture shall have the meanings assigned to them in the Original Indenture. For all purposes of this Indenture Supplement: "Certificated Note" has the meaning set forth in Section 2.04 hereof. "Closing Date" means June 12, 2002. "Commission" means the Securities and Exchange Commission and any successor hereto. "Company" has the meaning set forth in the preamble. "Depositary" means, with respect to the Securities of any series issuable or issued in whole or in part in the form of one or more Global Securities, the clearing agency registered under the Exchange Act, specified for that purpose as contemplated by Section 301 or any successor clearing agency registered under the Exchange Act as contemplated by Section 305, and if at any time there is more than one such Person, "Depositary" as used with respect to the Securities of any series shall mean the Depositary with respect to the Securities of such series. "Exchange Act" means the Securities Exchange Act of 1934, as amended. "Global Note" has the meaning set forth in Section 2.04 hereof. "Global Security" means a Security bearing the legend specified in Section 204 (as added hereby) evidencing all or part of a series of Securities, issued to the Depositary for such series or its nominee, and registered in the name of such Depositary or nominee. Unless otherwise specified, references to a permanent global security in this Indenture shall include any Global Security. "Global Securities Legend" means the legend set forth on the form of Note attached as exhibit A hereto. "Guarantors" has the meaning set forth in the preamble. "Interest Payment Date" has the meaning set forth in Section 2.02 hereof. "Indenture" has the meaning set forth in the recitals. "Notes" means any of the Securities of the series designated in the third paragraph of the recitals hereof and Section 2.01 hereof that are authenticated and delivered under the Indenture. For all purposes of the Indenture, the term "Notes" shall include the Notes initially issued on the -2- Closing Date and any other Notes issued after the Closing Date under the Indenture. For purposes of the Indenture, all Notes shall vote together and otherwise constitute a single series of Securities under the Indenture. "Original Indenture" has the meaning set forth in the recitals. "Regular Record Date" has the meaning set forth in Section 2.02 hereof. "Registrar" has the meaning set forth in Section 4.03 hereof. "Securities" has the meaning set forth in the recitals. "Trustee" has the meaning set forth in the preamble. The parties hereto acknowledge that certain terms are defined in both the Original Indenture and in this Indenture Supplement. The parties hereto hereby agree that, unless otherwise expressly stated or the context otherwise requires, any term which is defined in both the Original Indenture and in this Indenture Supplement, when used with respect to or in the certificates evidencing the Notes, shall have the meaning set forth in this Indenture Supplement. ARTICLE II TERMS OF THE NOTES SECTION 2.01. Establishment of the Notes. There is hereby authorized and established a series of Securities designated the 7.875% Senior Notes due 2032, limited in aggregate principal amount to $300,000,000 (except as provided in Section 301(2) of the Original Indenture); provided that the Company may, without the consent of the Holders of the Outstanding Notes, "reopen" this series of Securities so as to increase the aggregate principal amount of Notes Outstanding in compliance with the procedures set forth in the Indenture, including Sections 301 and 303 thereof, so long as any such additional Notes have the same tenor and terms (including, without limitation, rights to receive accrued and unpaid interest) as the Notes then Outstanding. SECTION 2.02. Terms of the Notes. The Stated Maturity on which the principal of the Notes shall be due and payable shall be June 15, 2032. The principal of the Notes shall bear interest at the rate of 7.875% per annum from June 12, 2002 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, payable semi-annually in arrears on June 15 and December 15 (each, an "Interest Payment Date") in each year, commencing December 15, 2002, to the Persons in whose names the Notes (or one or more Predecessor Securities) are registered at the close of business on the June 1 or December 1 immediately preceding such Interest Payment Dates (each, a "Regular Record Date") regardless of whether such Regular Record Date is a Business Day. Any overdue principal of and premium, if any, on the Notes and any overdue installment of interest on the Notes shall, to the extent permitted by law, bear interest at the rate of 7.875% per annum. -3- Interest on the Notes shall be calculated on the basis of a 360-day year of twelve 30-day months. No additional amounts will be payable on any Notes held by a Person who is a non- United States citizen in respect of any tax, assessment or governmental charge withheld or deducted. The Borough of Manhattan, in The City of New York is hereby designated as a Place of Payment for the Notes; and the place where the principal of and interest on the Notes shall be payable, where Notes may be surrendered for registration of transfer and exchange, and where notices and, if other than in the manner provided in Section 105 of the Original Indenture, demands to or upon the Company in respect of the Notes may be served, shall be the office or agency maintained by the Company for that purpose in the Borough of Manhattan, in The City of New York, which initially shall be the office of the Trustee located at 14 Wall Street, 8th Floor -Window 2, New York, New York 10005, Attention: Corporate Trust Administration. The Notes are subject to redemption at the option of the Company as provided in the form of Note attached hereto as Exhibit A and in the Indenture. The Notes shall not have the benefit of a sinking fund. The Notes shall be subject to defeasance and covenant defeasance at the option of the Company as provided in Sections 1401, 1402 and 1403 of the Indenture; provided that, without limitation to the provisions of Sections 1401, 1402 and 1403 of the Original Indenture, the provisions of Section 308 and of Article III of this Indenture Supplement shall survive any such defeasance or covenant defeasance and remain in full force and effect. The Notes shall have such other terms and provisions as are set forth in the form of Note attached hereto as Exhibit A (all of which incorporated by reference in and made a part of this Indenture Supplement as if set forth in full at this place). SECTION 2.03. Denominations. The Notes shall be issued in denominations of $1,000 and integral multiples thereof. SECTION 2.04. Form. The Notes shall be in substantially the form set forth in Exhibit A hereto, with such changes therein as may be authorized by any officer of the Company executing the Notes by manual or facsimile signature, such approval to be conclusively evidenced by the execution thereof by such officer. The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture Supplement, and the Company and the Trustee, by their execution and delivery of this Indenture Supplement, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture Supplement, the provisions of this Indenture Supplement shall govern and be controlling. The Notes shall be issued as Registered Securities without coupons. -4- The Notes shall be issued initially in the form of one or more permanent Global Securities ("Global Notes"). The initial Depositary for the Global Notes shall be The Depository Trust Company. The Global Notes shall be registered in the name of the Depositary or a nominee of the Depositary and deposited with the Trustee, as custodian for the Depositary. Notes may be is sued in certificated form without interest coupons only to the extent provided by the Indenture and this Indenture Supplement ("Certificated Notes"). Except as provided in Section 4.02 of this indenture Supplement, owners of beneficial interests in Global Notes will not be entitled to receive physical delivery of Certificated Notes. Holders of beneficial interests shall have no rights under the Indenture with respect to any Global Security held on their behalf by the Depositary or by the Trustee as Securities Custodian or Under such Global Security, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its holders of beneficial interests, the operation of customary practices of such Depositary governing the exercise of the rights of a holder of a beneficial interest in any Global Security. ARTICLE III APPLICATION OF AMENDMENT TO INDENTURE SECTION 3.01. Amendment to Definition of "Bank Credit Facility" in the Original Indenture. The definition of "Bank Credit Facility" in Section 101 of the Original Indenture is hereby amended and restated as follows: "Bank Credit Facility" means the Credit Agreement, dated as of August 31, 2000, as amended, by and among Pulte Homes, Inc., material subsidiaries of Pulte Homes, Inc. as guarantors, Bank of America, N.A., as administrative agent, Bank One, N.A., as syndication agent, Comerica Bank, as co-agent, Banc of America Securities LLC, as arranger, and the other lenders named therein, as may be amended, restated, supplemented, renewed, replaced or otherwise modified from time to time, including any agreement extending the maturity of or refinancing or refunding all or any portion of the Indebtedness or increasing the amount to be borrowed under such agreement or any successor agreement, whether or not by or among the same parties. ARTICLE IV ORIGINAL ISSUE OF NOTES SECTION 4.01. Notes. Notes in the aggregate principal amount of $300,000,000 may be executed by the Company and delivered to the Trustee for authentication and the Trustee shall thereupon authenticate and, on the Closing Date, deliver said Notes upon a Company Order thereupon without any further action by the Company. -5- SECTION 4.02. Certificated Notes. (a) A Global Note deposited with the Depositary or with the Trustee as Trustee pursuant to Section 2.04 of this Indenture Supplement shall be transferred to the beneficial owners thereof in the form of Certificated Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 305 of the Original Indenture and Section 4.03 of this Indenture Supplement and (i) the Company notifies the Trustee that the Depositary is no longer willing or able to act as a depositary or clearing system for the Notes or the Depositary ceases to be a "clearing agency" registered under the Exchange Act, and a successor depositary or clearing system is not appointed by the Company within 90 days of such notice or cessation, (ii) upon the occurrence and continuation of an Event of Default, or (iii) the Company, in its sole discretion, notifies the Trustee in writing that it elects to cause the issuance of Certificated Notes under the Indenture rather than have the Notes represented by a Global Security. (b) Any Global Note that is transferable to the beneficial owners thereof pursuant to this Section 4.02 shall be surrendered by the Depositary to the Trustee, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of Certificated Notes of authorized denominations. Any portion of a Global Note transferred pursuant to this Section 4.02 shall be executed, authenticated and delivered only in denominations of $1,000 of principal amount and any integral multiple thereof and registered in such names as the Depositary shall direct. (c) The registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including holders of beneficial interests, to take any action which a Holder is entitled to take under the Indenture or the Notes. (d) In the event of the occurrence of any of the events specified in Section 4.02(a)(i), (ii) or (iii) of this Indenture Supplement, the Company will promptly make available to the Trustee a reasonable supply of Certificated Notes in fully registered form without interest coupons. SECTION 4.03. Transfer and Exchange. (a) Transfer and Exchange of Certificated Notes. When Certificated Notes are presented to the Company's registrar with respect to the Notes (the "Registrar") with a request: (i) to register the transfer of such Certificated Notes; or (ii) to exchange such Certificated Notes for an equal principal amount of Certificated Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if its reasonable requirements for such transaction are met; provided, however, that the Certificated Notes surrendered for transfer or exchange: -6- (A) shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company and the Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing; and (B) are accompanied by the following additional information and documents, as applicable: (x) if such Certificated Notes are being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (in the form set forth on the reverse side of the Note); or (y) if such Certificated Notes are being transferred to the Company, a certification to that effect (in the form set forth on the reverse side of the Note). (b) Restrictions on Transfer of a Certificated Note for a Beneficial Interest in a Global Note. A Certificated Note may not be exchanged for a beneficial interest in a Global Note except upon satisfaction of the requirements set forth below. Upon receipt by the Trustee of I Certificated Note, duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company and the Registrar, together with written instructions directing the Trustee to make, or to direct the Trustee to make, an adjustment on its books and records with respect to such Global Note to reflect an increase in the aggregate principal amount of the Notes represented by the Global Note, such instructions to contain information regarding the Depositary account to be credited with such increase, then the Trustee shall cancel such Certificated Note and cause, or direct the Trustee to cause, in accordance with the standing instructions and procedures existing between the Depositary and the Trustee, the aggregate principal amount of Notes represented by the Global Note to be increased by the aggregate principal amount of the Certificated Note to be exchanged and shall credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Global Note equal to the principal amount of the Certificated Note so canceled. If no Global Notes are then outstanding and the Global Note has not been previously exchanged for Certificated Notes pursuant to Section 4.02 of this Indenture Supplement, the Company shall issue and the Trustee all authenticate, upon written order of the Company in the form of an Officers, Certificate, a new Global Note in the appropriate principal amount. (c) Transfer and Exchange of Global Notes. (i) The transfer and exchange of Global Notes or beneficial interests therein shall be effected through the Depositary, in accordance with this Indenture Supplement (including applicable restrictions on transfer set forth herein, if any) and the procedures of the Depositary therefor. A transferor of a beneficial interest in a Global Note shall deliver a written order given in accordance with the Depositary's procedures containing information regarding the participant account of the Depositary to be credited with a beneficial interest in such Global Note or another Global Note and such account shall be credited in accordance with such order with a beneficial interest in the applicable Global -7- Note and the account of the Person making the transfer shall be debited by an amount equal to the beneficial interest in the Global Note being transferred. (ii) If the proposed transfer is a transfer of a beneficial interest in one Global Note to a beneficial interest in another Global Note, the Registrar shall reflect on its books and records the date and an increase in the principal amount of the Global Note to which such interest is being transferred in an amount equal to the principal amount of the interest to be so transferred, and the Registrar shall reflect on its books and records the date and a corresponding decrease in the principal amount of Global Note from which such interest is being transferred. (iii) Notwithstanding any other provisions of this Indenture Supplement (other than the provisions set forth in Section 4.02 of this Indenture Supplement), a Global Note may not be transferred as a whole except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. (d) Cancellation or Adjustment of Global Note. At such time as all beneficial interests in a Global Note have either been exchanged for Certificated Notes, transferred, redeemed, repurchased or canceled, such Global Note shall be returned by the Depositary to the Trustee for cancellation or retained and canceled by the Trustee. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for Certificated Notes, transferred in exchange for an interest in another Global Note, redeemed, repurchased or canceled, the principal amount of Notes represented by such Global Note shall be reduced and an adjustment shall be made on the books and records of the Trustee (if it is then the custodian for such Global Note) with respect to such Global Note, by the Trustee or the custodian, to reflect such reduction. (e) Obligations with Respect to Transfers of Notes. (i) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate, Certificated Notes and Global Notes at the Registrar's request. (ii) No service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charge payable upon exchange or transfer pursuant to Sections 906, 1107 and 1305 of the Indenture). (iii) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent or the Registrar may deem and treat the Person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. -8- (iv) The Company shall not be required to make and the Registrar need not register transfers or exchanges of Notes selected for redemption (except, in the case of Notes to be redeemed in part, the portion thereof not to be redeemed) or any Notes for a period of 15 days before the mailing of a notice of redemption of Notes to be redeemed. (v) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture Supplement shall evidence the same debt and shall be entitled to the same benefits under the Indenture as the Notes surrendered upon such transfer or exchange. (f) No Obligation of the Trustee. (i) The Trustee shall have no responsibility or obligation to any beneficial owner of a Global Note, a member of, or a participant in the Depositary or any other Person with respect to the accuracy of the records of the Depositary or its nominee or of any participant or member thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any participant, member, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption or repurchase) or the payment of any amount, under or with respect to such Notes. All notices and communications to be given to the Holders and all payments to be made to Holders under the Notes shall be given or made only to the registered Holders (which shall be the Depositary or its nominee in the case of a Global Note). The rights of beneficial owners in any Global Note shall be exercised only through the Depositary subject to the applicable rules and procedures of the Depositary. The Trustee may rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its members, participants and any beneficial owners. (ii) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture Supplement or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Depositary participants, members or beneficial owners in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this Indenture Supplement, and to examine the same to determine substantial compliance as to form with the express requirements hereof. ARTICLE V MISCELLANEOUS SECTION 5.01. Ratification. This Indenture Supplement shall be deemed part of the Indenture in the manner and to the extent herein provided. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. -9- SECTION 5.02. Counterparts. This Indenture Supplement may be executed in any number of counterparts, each of which so executed shall be deemed an original, but all of such counterparts shall together constitute but one and the same instrument. SECTION 5.03. Governing Law. This Indenture supplement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the principles of conflicts of laws. SECTION 5.04. Trustee. The Trustee makes no representation as to the validity or sufficiency of this Indenture Supplement. The recitals contained herein shall be taken as the statements of the Company and the Trustee assumes no responsibility for their correctness. -10- IN WITNESS WHEREOF, the parties hereto have caused this Indenture Supplement to be duly executed, and their respective corporate seals to be hereunto affixed and attested, all as of the day and year first above written. PULTE HOMES, INC. [SEAL] By: /s/ John R. Stoller ------------------------------------ Name: John R. Stoller Title: Attest: By: /s/ Bruce E. Robinson -------------------------------- Name: Bruce E. Robinson Title: BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION [SEAL] By: /s/ Jeffrey L. Eubank ------------------------------------ Name: Jeffrey L. Eubank Title: Authorized Officer Attest: By: -------------------------------- Name: Title: IN WITNESS WHEREOF, the parties hereto have caused this Indenture Supplement to be duly executed, and their respective corporate seals to be hereunto affixed and attested, all as of the day and year first above written. PULTE HOMES, INC. [SEAL] By: ____________________________________ Name: Title: Attest: By: _______________________________ Name: Title: BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION [SEAL] By: /s/ Jeffrey L. Eubank ------------------------------------ Name: Jeffrey L. Eubank Title: Authorized Officer Attest: By: /s/ John J. Rothrock -------------------------------- Name: John J. Rothrock Title: Authorized Signer STATE OF MICHIGAN ) : ss.: COUNTY OF WAYNE ) On the 12th of June, 2002, before me personally came John Stoller, to me known, who, being by me duly sworn, did depose and say that he or she is SR. V. P. of PULTE HOMES, INC. one of the corporations described in and which executed the foregoing instrument; that he or she knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation, and that he or she signed his or her name thereto by like authority. /s/ Bonnie Schneider --------------------- Notary Public STATE OF ILLINOIS ) : ss.: COUNTY OF COOK ) On the_________ of _____________, 2002, before me personally came __________________, to me known, who being by me duly sworn, did depose and say that he or she is_________________________of BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION, one of the corporations described in and which executed the foregoing instrument; that he or she knows the seal of said corporation.; that the seal affixed to said instrument is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation, and that he or she signed his or her name thereto by like authority. __________________ Notary Public STATE OF MICHIGAN ) : ss.: COUNTY OF ) On the_________ of ______________, 2002, before me personally came __________________, to me known, who, being by me duly sworn, did depose and say that he or she is_________________________of PULTE HOMES, INC. one of the corporations described in and which executed the foregoing instrument; that he or she knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation, and that he or she signed his or her name thereto by like authority. __________________ Notary Public STATE OF OHIO ) : ss.: COUNTY OF DELAWARE ) On the 12th of June, 2002, before me personally came Jeffrey L. Eubank, to me known, who being by me duly sworn, did depose and say that he or she is Authorized officer of BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION, one of the corporations described in and which executed the foregoing instrument; that he or she knows the seal of said corporation.; that the seal affixed to said Instrument is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation, and that he or she signed his or her name thereto by like authority. /s/ Kevin D. Grether ------------------------------ Notary Public [STAMP] KEVIN D. GRETHER, ATTORNEY AT LAW NOTARY PUBLIC, STATE OF OHIO My commission has no expiration date. Section 147.03 R.C. EXHIBIT A FORM OF NOTE Each Global Note shall bear a legend substantially in the form set forth in this paragraph and substantially in the form set forth in the next succeeding paragraph (collectively, the "Global Securities Legend"). Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the Company or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment hereon is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. This Security is a Global Security within the meaning of the Indenture hereinafter referred to and is registered in the name of a Depositary or a nominee of the Depositary. This Security is exchangeable for Securities registered in the name of a Person other than the Depositary or its nominee only in the limited circumstances described in the Indenture, and no transfer of this Security (other than a transfer of this Security as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary) may be registered except in such limited circumstances. PULTE HOMES, INC. 7.875% SENIOR NOTES DUE 2032 $_________________ CUSIP No. 745867AM3 No.______ PULTE HOMES, INC., a corporation, duly organized and existing under the laws of Michigan (herein called the "Company", which term includes any successor Person under the Indenture referred to below), for value received, hereby promises to pay to______________________ or registered assigns, the principal sum indicated on Schedule A hereto on June 15, 2032 and to pay interest thereon from June 12, 2002, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually in arrears on June 15 and December 15 in each year, commencing on December 15, 2002, at the rate of 7.875% per annum, until the principal hereof is paid or made available for payment and (to the extent that the payment of such interest shall be legally enforceable) at the same rate per annum on any overdue principal and premium, if any, and on any overdue installment of interest. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be June 1 or December 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Except as otherwise provided in the Indenture, any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. Payment of the principal of (and premium, if any) and interest on this Security will be made at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, The City of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company, payment of interest may be made by United States dollar check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register or by wire transfer to an account maintained by the payee with a bank located in the United States. The payment of, and any premium and interest on, the Notes shall not be determined with reference to any index or formula. -2- Payments of interest hereon with respect to any Interest Payment Date will include interest accrued to but excluding such Interest Payment Date. Interest on this Security shall be computed on the basis of a 360-day year of twelve 30-day months. This Security is a Global Security within the meaning of the Indenture and is registered in the name of the Depositary for this series of Securities or a nominee of the Depositary. Subject to the terms of the Indenture, beneficial interests in this Security shall be held through the book-entry facilities of the Depositary, and such beneficial interests shall be held in minimum denominations of $1,000 and integral multiples thereof. As long as this Security is registered in the name of a Depositary or its nominee, the Company will make, or will cause the Trustee to make, payments of principal of and premium, if any, and interest on this Security by wire transfer of immediately available funds to such Depositary or its nominee. Notwithstanding the above, the final payment on this Security will be made only upon presentation and surrender of this Security at an office or agency maintained by the Company for that purpose in any Place of Payment for the Securities of this series. This Security is one of a duly authorized issue of securities of the Company (hereinafter called the "Securities"), issued and to be issued in one or more series under an Indenture, dated as of October 24, 1995 (as amended by the Indenture Supplement dated as of August 27, 1997, the Indenture Supplement dated as of March 20, 1998, the Indenture Supplement dated as of January 31, 1999, two Indenture Supplements each dated as of April 3, 2000, the Indenture Supplement dated as of February 21, 2001, the Indenture Supplement dated July 31, 2001, the Indenture Supplement dated August 6, 2001 and the Indenture Supplement dated as of the date hereof (the "June 2002 Indenture Supplement") (as so amended, the "Indenture")), each between the Company and Bank One Trust Company, National Association, as Trustee (herein called the 'Trustee", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof, initially limited in aggregate principal amount to $300,000,000; provided that the aggregate principal amount of the Securities of this series which may be outstanding may be increased by the Company upon the terms and subject to the conditions set forth in the June 2002 Indenture Supplement. The Securities of this series are issuable only in registered form, without coupons, in the denominations specified in the June 2002 Indenture Supplement. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. This Security will be redeemable, in whole or in part, from time to time at the option of the Company, on any date ("Redemption Date") at a redemption price equal to the greater of (a) 100% of their principal amount of this Security to be redeemed and (b) the present value of the Remaining Scheduled Payments (as hereinafter defined) of principal and interest thereon (exclusive of interest accrued to such Redemption Date) discounted to such Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as hereinafter defined) plus 35 basis points (0.35%), plus accrued and unpaid interest on the principal amount being redeemed to such Redemption Date; provided, however, -3- that installments of interest on this Security that are due and payable on an Interest Payment Date falling on or prior to the relevant Redemption Date shall be payable to the Holders of this Security, registered as such at the close of business on the relevant Regular Record Date or Special Record Date, as the case may be, according to their terms and the provisions of the Indenture. If money sufficient to pay the redemption price of and accrued interest on this Security to be redeemed is deposited with the Trustee on or before the Redemption Date, on and after the Redemption Date interest will cease to accrue on this Security (or such portions thereof)called for redemption and this Security will cease to be outstanding. "Comparable Treasury Issue" means the United States Treasury security selected by the Reference Treasury Dealer as having a maturity comparable to the remaining term of this Security to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice in pricing new issues of corporate debt securities of comparable maturity to the remaining term of this Security. "Comparable Treasury Price" means, with respect to any Redemption Date, (1) the average of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) on the third business day preceding such Redemption Date, as set forth in the daily statistical release (or any successor release) published by the Federal Reserve Bank of New York and designated "Composite 3:30 p.m. Quotations for U.S. Government Securities" or (2) if such release (or any successor release) is not published or does to contain such price on such business day, (A) the average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (B) if the Trustee obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such Quotations. "Reference Treasury Dealer" means (A) Salomon Smith Barney Inc. or one of the other initial purchasers (or their respective affiliates which are Primary Treasury Dealers), and their respective successors; provided, however, that if any of the foregoing shall cease to be a primary U.S. Government securities dealer in New York City (a "Primary Treasury Dealer"), we will substitute therefor another Primary Treasury Dealer, and (B) any other Primary Treasury Dealer(s) selected by us. "Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of is principal amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m. on the third business day preceding such Redemption Date. "Remaining Scheduled Payments" means, with respect to this Security, the remaining scheduled payments of the principal thereof to be redeemed and interest thereon that would be due after the related Redemption Date but for such redemption; provided, however, that, if such Redemption Date is not an Interest Payment Date with respect to this Security, the amount of the next succeeding scheduled interest payment thereon will be reduced by the amount of interest accrued thereon to such Redemption Date. -4- "Treasury Rate" means, with respect to any Redemption Date the rate per annum equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date. Notice of any redemption by the Company will be mailed at least 60 days before any Redemption Date to the Trustee. If less than all the Securities of this series is to be redeemed at the option of the Company, the Trustee shall select the Securities to be redeemed in whole or in part by such method as the Trustee deems fair and appropriate as provided in the Indenture. This Security is not entitled to the benefit of a sinking fund or mandatory redemption provisions. If an Event of Default with respect to the Securities shall occur and be continuing, the principal amount of all the Securities may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities at any time by the Company and the Trustee with the consent of the Holders of a majority in principal amount of the Outstanding Securities. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Outstanding Securities, on behalf of the Holders of all Securities, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. As set forth in, and subject to the provisions of, the Indenture, no Holder of any Security will have any right to institute any proceeding with respect to the Indenture or for any remedy thereunder, unless such Holder shall have previously given to the Trustee written notice of a continuing Event of Default with respect to this series, the Holders of not less than 25% in principal amount of the Outstanding Securities shall have made written request, and offered reasonable indemnity, to the Trustee to institute such proceeding as trustee, and the Trustee shall have received from the Holders of a majority in principal amount of the Outstanding Securities a direction inconsistent with such request and shall have failed to institute such proceeding within 60 days; provided, however, that such limitations do not apply to a suit instituted by the Holder hereof for the enforcement of payment of the principal of (or premium, if any) or interest on this Security on or after the respective due dates expressed herein. No reference herein to the Indenture and no provision of this Security or of the Indenture alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest on this Security at the times, place and rate, in the coin or currency, herein prescribed. -5- As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of (and premium, if any) and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security is overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. In the event of any Change in Control Triggering Event in respect of the Company occurring on or prior to maturity of the Securities, each Holder of Securities will have the right, at the Holder's option, subject to the terms of the Indenture, to require the Company to purchase all or any part (provided that the principal amount is $1,000 or an integral multiple thereof) of such Holder's Securities on the date that is 30 days after such Change in Control Triggering Event (the "Change in Control Purchase Date") at a cash price equal to the principal amount thereof plus accrued interest to the Change in Control Purchase Date. The Indenture and the Securities shall be governed by and construed in accordance with the laws of the State of New York. All terms used in this Security which are defined in the June 2002 Indenture Supplement shall have the meanings assigned to them in the June 2002 Indenture Supplement and all other terms used in this Security and defined elsewhere in the Indenture shall have the meanings assigned to them therein. Unless the certificate of authentication hereon has been executed by the Trustee referred to below, directly or through an Authenticating Agent, by manual signature of an authorized signatory, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. [SIGNATURE PAGE FOLLOWS] -6- IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal. PULTE HOMES, INC. [SEAL] By_________________________________ Name: Title: Attest: By_________________________________ Name: Title: Dated: TRUSTEE'S CERTIFICATE OF AUTHENTICATION This is one of the Securities of the series designated herein referred to in the within-mentioned Indenture. BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee BY:________________________ Authorized Signature -7- ABBREVIATIONS The following abbreviations, when used in the inscription above, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT - _______________ Custodian ________________ (Cust) (Minor) under the Uniform Gifts to Minors Act ____________________________________________ (State) Additional abbreviations may also be used though not in the above list. ______________________________________________________________ ASSIGNMENT FOR VALUE RECEIVED, the undersigned registered holder(s) hereby sell(s), assign(s) and transfer(s) unto______________________________ PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE___________ ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ (Please Print or Typewrite Name and Address Including Postal Zip Code of Assignee) ________________________________________________________________________________ the within Security and all rights thereunder, and hereby irrevocably constitute(s) and appoint(s) ________________________________________________________________________________ attorney to transfer said Security on the books of the Company, with full power of substitution in the premises. -8- Dated:_____________________ Signature Guaranteed: ______________________ ______________________ NOTICE: The signature(s) to this assignment must correspond with the name(s) as written upon the within instrument in every particular, without alteration or enlargement or any change whatever. The signature(s) must be guaranteed by an eligible guarantor institution with membership in an approved signature guarantee "medallion" program pursuant to Commission Rule 17Ad-15. -9- GUARANTEE For value received, each of the undersigned hereby irrevocably and unconditionally guarantees, jointly and severally, on a senior basis to the Holder of this Security and to the Trustee, on behalf of the Holder, (i) the due and punctual payment of the principal of, premium, if any, and interest on this Security, when and as the same shall become due and payable, whether at Stated Maturity, purchase upon Change in Control Triggering Event, by declaration of acceleration or otherwise, the due and punctual payment of interest on the overdue principal of, premium, if any, and interest, if any, on this Security, to the extent lawful, and the due and punctual performance of all other obligations of the Company to the Holder of this Security or the Trustee all in accordance with the terms of this Security and the Indenture and (ii) in the case of any extension of time of payment or renewal of this Security or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, at Stated Maturity, purchase upon Change in Control Triggering Event, by declaration of acceleration or otherwise (the obligations in clauses (i) and (ii) hereof being the "Guaranteed Obligations"). This Guarantee will not be valid or obligatory for any purpose until the Trustee duly executes the certificate of authentication on the Security upon which this Guarantee is endorsed. Dated: The Guarantors listed on the attached Exhibit A Attest:_____________________________ By:__________________________________ -10- EXHIBIT A TO GUARANTEE ABACOA HOMES, INC. AMERICAN TITLE OF THE PALM BEACHES CORPORATION. ANTHEM ARIZONA L.L.C. ASSET FIVE CORP. ASSET SEVEN CORP. BELLASERA CORP. CARR'S GRANT, L.L.C. DEL E. WEBB DEVELOPMENT CO., L.P. DEL E. WEBB FOOTHILLS CORPORATION DEL WEBB CALIFORNIA CORP. DEL WEBB COMMUNITIES, INC. DEL WEBB CORPORATION DEL WEBB GOLF CORP. DEL WEBB HOME CONSTRUCTION, INC. DEL WEBB LIMITED HOLDING CO. DEL WEBB SOUTHWEST CO. DEL WEBB TEXAS LIMITED PARTNERSHIP DEL WEBB'S COVENTRY HOMES CONSTRUCTION CO. DEL WEBB'S COVENTRY HOMES, INC. DEL WEBB'S COVENTRY HOMES OF NEVADA, INC. DEL WEBB'S SPRUCE CREEK COMMUNITIES, INC. DEL WEBB'S SUNFLOWER OF TUSCON, INC. DEVTEX LAND, L.P. DIVOSTA AND COMPANY, INC. DIVOSTA BUILDING CORPORATION DIVOSTA HOMES, INC. FLORIDA BUILDING PRODUCTS, INC. FLORIDA CLUB HOMES, INC. HAMMOCK RESERVE DEVELOPMENT COMPANY HARRISON HILLS, LLC ISLAND WALK DEVELOPMENT COMPANY MOUNTAIN VIEW TWO, LLC NEW MEXICO ASSET CORPORATION NEW MEXICO ASSET LIMITED PARTNERSHIP ONE WILLOWBROOK L.L.C. PB VENTURE L.L.C. PBW CORPORATION PC/BRE DEVELOPMENT L.L.C. PC/BRE SPRINGFIELD L.L.C. PC/BRE VENTURE L.L.C. PC/BRE WHITNEY OAKS L.L.C. PC/BRE WINFIELD L.L.C. PC/PALM BEACH, INC. PH1 CORPORATION -11- PH2 CORPORATION PN I,INC. PN II,INC. PULTE COMMUNITIES NJ, LIMITED PARTNERSHIP PULTE DEVELOPMENT CORPORATION PULTE HOME CORPORATION PULTE HOME CORPORATION OF NEW ENGLAND PULTE HOME CORPORATION OF THE DELAWARE VALLEY PULTE HOMES OF GREATER KANSAS CITY, INC. PULTE HOMES OF MICHIGAN CORPORATION PULTE HOMES OF MICHIGAN I LIMITED PARTNERSHIP PULTE HOMES OF MINNESOTA CORPORATION PULTE HOMES OF NEW YORK, INC. PULTE HOMES OF NJ, LIMITED PARTNERSHIP PULTE HOMES OF OHIO CORPORATION PULTE HOMES OF PA, LIMITED PARTNERSHIP PULTE HOMES OF SOUTH CAROLINA, INC. PULTE HOMES OF TEXAS, L. P. PULTE HOMES TENNESSEE LIMITED PARTNERSHIP PULTE-IN CORP. PULTE LAND COMPANY, LLC PULTE LAND DEVELOPMENT CORPORATION PULTE LIFESTYLE COMMUNITIES, INC. PULTE MICHIGAN HOLDINGS CORPORATION PULTE MICHIGAN SERVICES, LLC PULTE PAYROLL CORPORATION RADNOR HOMES, INC. RIVERWALK OF THE PALM BEACHES DEVELOPMENT COMPANY, INC. RN ACQUISITION 2 CORP. SEAN/ CHRISTOPHER HOMES, INC. SPRUCE CREEK SOUTH UTILITIES, INC. TERRAVITA CORP. TERRAVITA HOME CONSTRUCTION CO. VILLAGE WALK DEVELOPMENT COMPANY, INC. WIL CORPORATION AND WILBEN, LLLP -12- SCHEDULE A The initial principal amount of this Global Security is $_________. The following increases or decreases in the principal amount of this Global Security have been made:

-13- EX-4.(N) 6 k82512exv4wxny.txt INDENTURE SUPPLEMENT DATED FEBRUARY 3, 2003 EXHIBIT 4(n) PULTE HOMES, INC. INDENTURE SUPPLEMENT DATED AS OF FEBRUARY 3, 2003 TO INDENTURE DATED AS OF OCTOBER 24, 1995 BANK ONE TRUST COMPANY, N.A. TRUSTEE SENIOR DEBT SECURITIES INDENTURE SUPPLEMENT, dated as of February 3, 2003, among PULTE HOMES, Inc., a Michigan corporation ("Company"), located at 100 Bloomfield Hills Parkway, Suite 300, Bloomfield Hills, Michigan 48304, BANK ONE TRUST COMPANY, N.A., as Trustee ("Trustee"), and the Company's direct and indirect wholly-owned domestic subsidiaries set forth on the signature pages hereto (collectively, the "Guarantors"). RECITALS The Company and certain Guarantors have heretofore executed and delivered to the Trustee that certain Indenture, dated as of October 24,1995 (hereinafter the "Original Indenture" and as amended by the Indenture Supplement dated as of August 27,1997, the Indenture Supplement dated as of March 20,1998, the Indenture Supplement dated as of January 31,1999, the Indenture Supplements each dated as of April 3,2000, the Indenture Supplement dated as of February 21, 2001, the Indenture Supplement dated as of July 31, 2001, the Indenture Supplement dated as of August 6, 2001, the Indenture Supplement dated as of June 12,2002 and Indenture Supplement, hereinafter the "Indenture"), pursuant to which one or more series of unsecured debenture, notes or other evidences of indebtedness of the Company (hereinafter, the "Securities") may be issued from time to time. Section 901(6) of the Indenture provides that a supplemental indenture may be entered into by the Company and the Trustee without the consent of any Holders to make provisions to establish the form or terms of Securities of any series as permitted by Sections 201 and 301 of the Indenture. Pursuant to the terms of Section 901(6) of the Indenture, the Company desires to provide for the establishment of the form and terms of a new series of its Securities to be known as its 6.250% Senior Notes due 2013 (hereinafter, the "Notes"). Section 901(9) of the Indenture provides that a supplemental indenture may be entered into by the Company and the Trustee without the consent of any Holders to make provisions with respect to matters arising under the Indenture which do not adversely affect the interests of the Holders of the Securities of any series in any material respect. The Company has furnished the Trustee with (i) an Opinion of Counsel stating that the execution of this Indenture Supplement is authorized or permitted by the Indenture and (ii) a copy of the resolutions of its Board of Directors certified by its Secretary, pursuant to which this Indenture Supplement has been authorized. All things necessary to make this Indenture Supplement a valid agreement of the Company and the Trustee and a valid amendment of and supplement to the Indenture have been done. NOW THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH: For and in consideration of the premises and the mutual covenants and agreements contained herein, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of the Notes, as follows: ARTICLE I DEFINED TERMS SECTION 1.01. Defined Terms. Except as otherwise expressly provided in this Indenture Supplement or in the form of Note attached as Exhibit A hereto or otherwise clearly required by the context hereof or thereof, all capitalized terms used and not defined in this Indenture Supplement that are defined in the Original Indenture shall have the meanings assigned to them in the Original Indenture. For all purposes of this Indenture Supplement: "Certificated Note" has the meaning set forth in Section 2.04 hereof. "Closing Date" means February 3,2003. "Commission" means the Securities and Exchange Commission and any successor hereto. "Company" has the meaning set forth in the preamble. "Depositary" means, with respect to the Securities of any series issuable or issued in whole or in part in the form of one or more Global Securities, the clearing agency registered under the Exchange Act, specified for that purpose as contemplated by Section 301 or any successor clearing agency registered under the Exchange Act as contemplated by Section 305, and if at any time there is more than one such Person, "Depositary" as used with respect to the Securities of any series shall mean the Depositary with respect to the Securities of such series. "Exchange Act" means the Securities Exchange Act of 1934, as amended. "Global Note" has the meaning set forth in Section 2.04 hereof. "Global Security" means a Security bearing the legend specified in Section 204 (as added hereby) evidencing all or part of a series of Securities, issued to the Depositary for such series or its nominee, and registered in the name of such Depositary or nominee. Unless otherwise specified, references to a permanent global security in this Indenture shall include any Global Security. "Global Securities Legend" means the legend set forth on the form of Note attached as Exhibit A hereto. "Guarantors" has the meaning set forth in the preamble. "Interest Payment Date" has the meaning set forth in Section 2.02 hereof. "Indenture" has the meaning set forth in the recitals. "Notes" means any of the Securities of the series designated in the third paragraph of the recitals hereof and Section 2.01 hereof that are authenticated and delivered under the Indenture. For all purposes of the Indenture, the term "Notes" shall include the Notes initially issued on the -2- Closing Date and any other Notes issued after the Closing Date under the Indenture. For purposes of the Indenture, all Notes shall vote together and otherwise constitute a single series of Securities under the Indenture. "Original Indenture" has the meaning set forth in the recitals. "Regular Record Date" has the meaning set forth in Section 2.02 hereof. "Registrar" has the meaning set forth in Section 4.03 hereof. "Securities" has the meaning set forth in the recitals. "Trustee" has the meaning set forth in the preamble. The parties hereto acknowledge that certain terms are defined in both the Original Indenture and in this Indenture Supplement. The parties hereto hereby agree that, unless otherwise expressly stated or the context otherwise requires, any term which is defined in both the Original Indenture and in this Indenture Supplement, when used with respect to or in the certificates evidencing the Notes, shall have the meaning set forth in this Indenture Supplement. ARTICLE II TERMS OF THE NOTES SECTION 2.01. Establishment of the Notes. There is hereby authorized and established a series of Securities designated the 6.250% Senior Notes due 2013, limited in aggregate principal amount to $300,000,000 (except as provided in Section 301(2) of the Original Indenture); provided that the Company may, without the consent of the Holders of the Outstanding Notes, "reopen" this series of Securities so as to increase the aggregate principal amount of Notes Outstanding in compliance with the procedures set forth in the Indenture, including Sections 301 and 303 thereof, so long as any such additional Notes have the same tenor and terms (including, without limitation, rights to receive accrued and unpaid-interest) as the Notes then Outstanding. SECTION 2.02. Terms of the Notes. The Stated Maturity on which the principal of the Notes shall be due and payable shall be February 15, 2013. The principal of the Notes shall bear interest at the rate of 6.250% per annum from February 3, 2003 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, payable semi-annually in arrears on February 15 and August 15 (each, an "Interest Payment Date") in each year, commencing August 15, 2003, to the Persons in whose names the Notes (or one or more Predecessor Securities) are registered at the close of business on the February 1 or August 1 immediately preceding such Interest Payment Dates (each, a "Regular Record Date") regardless of whether such Regular Record Date is a Business Day. Any overdue principal of and premium, if any, on the Notes and any overdue installment of interest on the Notes shall, to the extent permitted by law, bear interest at the rate of 6.250% per annum. -3- Interest on the Notes shall be calculated on the basis of a 360-day year of twelve 30-day months. No additional amounts will be payable on any Notes held by a Person who is a non-United States citizen in respect of any tax, assessment or governmental charge withheld or deducted. The Borough of Manhattan, in The City of New York is hereby designated as a Place of Payment for the Notes; and the place where the principal of and interest on the Notes shall be payable, where Notes may be surrendered for registration of transfer and exchange, and where notices and, if other than in the manner provided in Section 105 of the Original Indenture, demands to or upon the Company in respect of the Notes may be served, shall be the office or agency maintained by the Company for that purpose in the Borough of Manhattan, in The City of New York, which initially shall be the office of the Trustee located at 14 Wall Street, 8th Floor-Window 2, New York, New York 10005, Attention: Corporate Trust Administration. The Notes are subject to redemption at the option of the Company as provided in the form of Note attached hereto as Exhibit A and in the Indenture. The Notes shall not have the benefit of a sinking fund. The Notes shall be subject to defeasance and covenant defeasance at the option of the Company as provided in Sections 1401, 1402 and 1403 of the Indenture; provided that, without limitation to the provisions of Sections 1401, 1402 and 1403 of the Original Indenture, the provisions of Section 308 and of Article III of this Indenture Supplement shall survive any such defeasance or covenant defeasance and remain in full force and effect. The Notes shall have such other terms and provisions as are set forth in the form of Note attached hereto as Exhibit A (all of which incorporated by reference in and made a part of this Indenture Supplement as if set forth in full at this place). SECTION 2.03. Denominations. The Notes shall be issued in denominations of $1,000 and integral multiples thereof. SECTION 2.04. Form. The Notes shall be in substantially the form set forth in Exhibit A hereto, with such changes therein as may be authorized by any officer of the Company executing the Notes by manual or facsimile signature, such approval to be conclusively evidenced by the execution thereof by such officer. The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture Supplement, and the Company and the Trustee, by their execution and delivery of this Indenture Supplement, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture Supplement, the provisions of this Indenture Supplement shall govern and be controlling. The Notes shall be issued as Registered Securities without coupons. -4- The Notes shall be issued initially in the form of one or more permanent Global Securities ("Global Notes"). The initial Depositary for the Global Notes shall be The Depository Trust Company. The Global Notes shall be registered in the name of the Depositary or a nominee of the Depositary and deposited with the Trustee, as custodian for the Depositary. Notes may be issued in certificated form without interest coupons only to the extent provided by the Indenture and this Indenture Supplement ("Certificated Notes"). Except as provided in Section 4.02 of this Indenture Supplement, owners of beneficial interests in Global Notes will not be entitled to receive physical delivery of Certificated Notes. Holders of beneficial interests shall have no rights under the Indenture with respect to any Global Security held on their behalf by the Depositary or by the Trustee as Securities Custodian or under such Global Security, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its holders of beneficial interests, the operation of customary practices of such Depositary governing the exercise of the rights of a holder of a beneficial interest in any Global Security. ARTICLE III INTENTIONALLY OMITTED ARTICLE IV ORIGINAL ISSUE OF NOTES SECTION 4.01. Notes. Notes in the aggregate principal amount of $300,000,000 may be executed by the Company and delivered to the Trustee for authentication and the Trustee shall thereupon authenticate and, on the Closing Date, deliver said Notes upon a Company Order without any further action by the Company. SECTION 4.02. Certificated Notes. (a) A Global Note deposited with the Depositary or with the Trustee as Trustee pursuant to Section 2.04 of this Indenture Supplement shall be transferred to the beneficial owners thereof in the form of Certificated Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 305 of the Original Indenture and Section 4.03 of this Indenture Supplement and (i) the Company notifies the Trustee that the Depositary is no longer willing or able to act as a depositary or clearing system for the Notes or the Depositary ceases to be a "clearing agency" registered under the Exchange Act, and a successor depositary or clearing system is not appointed by the Company within 90 days of such notice or cessation, (ii) upon the occurrence and continuation of an Event of Default, or (iii) the Company, in its sole discretion, notifies the Trustee in writing that it elects to cause the issuance of Certificated Notes under the Indenture rather than have the Notes represented by a Global Security. -5- (b) Any Global Note that is transferable to the beneficial owners thereof pursuant to this Section 4.02 shall be surrendered by the Depositary to the Trustee, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of Certificated Notes of authorized denominations. Any portion of a Global Note transferred pursuant to this Section 4.02 shall be executed, authenticated and delivered only in denominations of $1,000 of principal amount and any integral multiple thereof and registered in such names as the Depositary shall direct. (c) The registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including holders of beneficial interests, to take any action which a Holder is entitled to take under the Indenture or the Notes. (d) In the event of the occurrence of any of the events specified in Section 4.02(a)(i),(ii) or (iii) of this Indenture Supplement, the Company will promptly make available to the Trustee a reasonable supply of Certificated Notes in fully registered form without interest coupons. SECTION 4.03. Transfer and Exchange. (a) Transfer and Exchange of Certificated Notes. When Certificated Notes are presented to the Company's registrar with respect to the Notes (the "Registrar") with a request: (i) to register the transfer of such Certificated Notes; or (ii) to exchange such Certificated Notes for an equal principal amount of Certificated Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if its reasonable requirements for such transaction are met; provided, however, that the Certificated Notes surrendered for transfer or exchange: (A) shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company and the Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing; and (B) are accompanied by the following additional information and documents, as applicable: (x) if such Certificated Notes are being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (in the form set forth on the reverse side of the Note); or (y) if such Certificated Notes are being transferred to the Company, a certification to that effect (in the form set forth on the reverse side of the Note). -6- (b) Restrictions on Transfer of a Certificated Note for a Beneficial Interest in a Global Note. A Certificated Note may not be exchanged for a beneficial interest in a Global Note except upon satisfaction of the requirements set forth below. Upon receipt by the Trustee of a Certificated Note, duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company and the Registrar, together with written instructions directing the Trustee to make, or to direct the Trustee to make, an adjustment on its books and records with respect to such Global Note to reflect an increase in the aggregate principal amount of the Notes represented by the Global Note, such instructions to contain information regarding the Depositary account to be credited with such increase, then the Trustee shall cancel such Certificated Note and cause, or direct the Trustee to cause, in accordance with the standing instructions and procedures existing between the Depositary and the Trustee, the aggregate principal amount of Notes represented by the Global Note to be increased by the aggregate principal amount of the Certificated Note to be exchanged and shall credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Global Note equal to the principal amount of the Certificated Note so canceled. If no Global Notes are then outstanding and the Global Note has not been previously exchanged for Certificated Notes pursuant to Section 4.02 of this Indenture Supplement, the Company shall issue and the Trustee shall authenticate, upon written order of the Company in the form of an Officers' Certificate, a new Global Note in the appropriate principal amount. (c) Transfer and Exchange of Global Notes. (i) The transfer and exchange of Global Notes or beneficial interests therein shall be effected through the Depositary, in accordance with this Indenture Supplement (including applicable restrictions on transfer set forth herein, if any) and the procedures of the Depositary therefor. A transferor of a beneficial interest in a Global Note shall deliver a written order given in accordance with the Depositary's procedures containing information regarding the participant account of the Depositary to be credited with a beneficial interest in such Global Note or another Global Note and such account shall be credited in accordance with such order with a beneficial interest in the applicable Global Note and the account of the Person making the transfer shall be debited by an amount equal to the beneficial interest in the Global Note being transferred. (ii) If the proposed transfer is a transfer of a beneficial interest in one Global Note to a beneficial interest in another Global Note, the Registrar shall reflect on its books and records the date and an increase in the principal amount of the Global Note to which such interest is being transferred in an amount equal to the principal amount of the interest to be so transferred, and the Registrar shall reflect on its books and records the date and a corresponding decrease in the principal amount of Global Note from which such interest is being transferred. (iii) Notwithstanding any other provisions of this Indenture Supplement (other than the provisions set forth in Section 4.02 of this Indenture Supplement), a Global Note may not be transferred as a whole except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. -7- (d) Cancellation or Adjustment of Global Note. At such time as all beneficial interests in a Global Note have either been exchanged for Certificated Notes, transferred, redeemed, repurchased or canceled, such Global Note shall be returned by the Depositary to the Trustee for cancellation or retained and canceled by the Trustee. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for Certificated Notes, transferred in exchange for an interest in another Global Note, redeemed, repurchased or canceled, the principal amount of Notes represented by such Global Note shall be reduced and an adjustment shall be made on the books and records of the Trustee (if it is then the custodian for such Global Note) with respect to such Global Note, by the Trustee or the custodian, to reflect such reduction. (e) Obligations with Respect to Transfers of Notes. (i) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate, Certificated Notes and Global Notes at the Registrar's request. (ii) No service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charge payable upon exchange or transfer pursuant to Sections 906, 1107 and 1305 of the Indenture). (iii) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent or the Registrar may deem and treat the Person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. (iv) The Company shall not be required to make and the Registrar need not register transfers or exchanges of Notes selected for redemption (except, in the case of Notes to be redeemed in part, the portion thereof not to be redeemed) or any Notes for a period of 15 days before the mailing of a notice of redemption of Notes to be redeemed. (v) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture Supplement shall evidence the same debt and shall be entitled to the same benefits under the Indenture as the Notes surrendered upon such transfer or exchange. (f) No Obligation of the Trustee. (i) The Trustee shall have no responsibility or obligation to any beneficial owner of a Global Note, a member of, or a participant in the Depositary or any other Person with respect to the accuracy of the records of the Depositary or its nominee or of any participant or member thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any participant, member, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption or repurchase) or the payment of any amount, under or with respect to such Notes. All -8- notices and communications to be given to the Holders and all payments to be made to Holders under the Notes shall be given or made only to the registered Holders (which shall be the Depositary or its nominee in the case of a Global Note). The rights of beneficial owners in any Global Note shall be exercised only through the Depositary subject to the applicable rules and procedures of the Depositary. The Trustee may rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its members, participants and any beneficial owners. (ii) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture Supplement or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Depositary participants, members or beneficial owners in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this Indenture Supplement, and to examine the same to determine substantial compliance as to form with the express requirements hereof. ARTICLE V MISCELLANEOUS SECTION 5.01. Ratification. This Indenture Supplement shall be deemed part of the Indenture in the manner and to the extent herein provided. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect SECTION 5.02. Counterparts. This Indenture Supplement may be executed in any number of counterparts, each of which so executed shall be deemed an original, but all of such counterparts shall together constitute but one and the same instrument. SECTION 5.03. Governing Law. This Indenture supplement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the principles of conflicts of laws. SECTION 5.04. Trustee. The Trustee makes no representation as to the validity or sufficiency of this Indenture Supplement. The recitals contained herein shall be taken as the statements of the Company and the Trustee assumes no responsibility for their correctness. -9- IN WITNESS WHEREOF, the parties hereto have caused this Indenture Supplement to be duly executed, and their respective corporate seals to be hereunto affixed and attested, all as of the day and year first above written. [SEAL] PULTE HOMES, INC. By: /s/ Bruce E. Robinson ---------------------------- Name: Bruce E. Robinson Title: VP - Treasurer Attest: By: /s/ David Foltyn ------------------------- Name: David Foltyn Title: Asst. Secretary BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION [SEAL] By:______________________________ Name: Title: Attest: By:__________________________ Name: Title: DATE OF MICHIGAN ) : ss.: COUNTY OF Wayne ) On the 3rd of Feb., 2003, before me personally came Bruce Robinson, to me known, who, being by me duly sworn, did depose and say that he or she is VP & Treasurer of PULTE HOMES, INC. one of the corporations described in and which executed the foregoing instrument; that he or she knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation, and that he or she signed his or her name thereto by like authority. Rita Torchia /s/ Rita Torchia Notary Public. Wayne County Michigan ----------------- My Commission Expires March 24, 2005 Notary Public DATE OF OHIO ) : ss.: COUNTY OF FRANKLIN ) On the ________ of ___________, 2003, before me personally came ____________________ , to me known, who being by me duly sworn, did depose and say that he or she is ________________________________of BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION, one of the corporations described in and which executed the foregoing instrument; that he or she knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation, and that he or she signed his or her name thereto by like authority. _____________ Notary Public IN WITNESS WHEREOF, the parties hereto have caused this Indenture Supplement to be duly executed, and their respective corporate seals to be hereunto affixed and attested, all as of the day and year first above written. PULTE HOMES, INC. [SEAL] By:__________________________ Name: Title: Attest: BY:___________________________ Name: Title: [SEAL] BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION By: /s/ Jeffery L. Eubank -------------------------- Name: Jeffery L. Eubank Title: Authorized Officer Attest: By: /s/ Scott Miller -------------------------- Name: Scott Miller Title: Authorized Officer [SEAL] STATE OF MICHIGAN ) : ss.: COUNTY OF ) On the ___________ _, 2003, before me personally came ________________, to me known, who, being by me duly sworn, did depose and say that he or she is _________________________ of PULTE HOMES, INC. one of the corporations described in and which executed the foregoing instrument; that he or she knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation, and that he or she signed his or her name thereto by like authority. _________________ Notary Public STATE OF OHIO ) : ss.: COUNTY OF DELAWARE ) On the 3rd of February, 2003, before me personally came Jeffrey L. Eubank, to me know, who being by me duly sworn, did depose and say that he or she is Authorized officer of BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION, one of the corporations described in and which executed the foregoing instrument; that he or she knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation, and that he or she signed his or her name thereto by like authority. /s/ Donna J. Parisi ------------------------------- Notary Public DONNA J. PARISI, Atty. Notary Public-State of Ohio [SEAL] Commission has no expiration date Section 147,03 O.R.C. EXHIBIT A FORM OF NOTE Each Global Note shall bear a legend substantially in the form set forth in this paragraph and substantially in the form set forth in the next succeeding paragraph (collectively, the "Global Securities Legend"). Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the Company or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment hereon is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL in as much as the registered owner hereof, Cede & Co., has an interest herein. This Security is a Global Security within the meaning of the Indenture hereinafter referred to and is registered in the name of a Depositary or a nominee of the Depositary. This security is exchangeable for Securities registered in the name of a Person other than the Depositary or its nominee only in the limited circumstances described in the Indenture, and no transfer of this Security (other than a transfer of this Security as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary) may be registered except in such limited circumstances. PULTE HOMES, INC. 6.250% SENIOR NOTES DUE 2013 $___________________ CUSIP No. 745867 AN 1 No. ____________ PULTE HOMES, INC., a corporation. duly organized and existing under the laws of Michigan (herein called the "Company", which term includes any successor Person under the Indenture referred to below), for value received, hereby promises to pay to ________________, or registered assigns, the principal sum indicated on Schedule A hereto on February 15, 2013 and to pay interest thereon from February 3, 2003, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually in arrears on February 15 and August 15 in each year, commencing on August 15, 2003, at the rate of 6.250% per annum, until the principal hereof is paid or made available for payment and (to the extent that the payment of such interest shall be legally enforceable) at the same rate per annum on any overdue principal and premium, if any, and on any overdue installment of interest. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such indenture, be paid to the Person in whose name this Security (or one or more Predecessor securities) is registered at the close of business on the Regular Record Date for such interest, which shall be February 1 or August 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Except as otherwise provided in the Indenture, any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this security (or one or more Predecessor Securities) is registered at the close of business on a special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said indenture. Payment of the principal of (and premium, if any) and interest on this Security will be made at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, The City of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company, payment of interest may be made by United States dollar check mailed to the address of the Person entitled thereto as such address shall appear in the security Register or by wire transfer to an account maintained by the payee with a bank located in the United States. The payment of, and any premium and interest on, the Notes shall not be determined with reference to any index or formula. -2- Payments of interest hereon with respect to any Interest Payment Date will include Interest accrued to but excluding such Interest Payment Date. Interest on this Security shall be computed on the basis of a 360-day year of twelve 30-day months. This Security is a Global Security within the meaning of the Indenture and is registered in the name of the Depositary for this series of Securities or a nominee of the Depositary. Subject to the terms of the Indenture, beneficial interests in this Security shall be held through the book-entry facilities of the Depositary, and such beneficial interests shall be held in minimum denominations of $1,000 and integral multiples thereof. As long as this Security is registered in the name of a Depositary or its nominee, the Company will make, or will cause the Trustee to make, payments of principal of and premium, if any, and interest on this Security by wire transfer of immediately available funds to such Depositary or its nominee. Notwithstanding the above, the final payment on this Security will be made only upon presentation and surrender of this Security at an office or agency maintained by the Company for that purpose in any Place of Payment for the Securities of this series. This Security is one of a duly authorized issue of securities of the Company (hereinafter called the "Securities"), issued and to be issued in one or more series under an Indenture, dated as of October 24, 1995 (as amended by the Indenture Supplement dated as of August 27, 1997, the Indenture Supplement dated as of March 20, 1998, the Indenture Supplement dated as of January 31, 1999, two Indenture Supplements each dated as of April 3, 2000, the Indenture Supplement dated as of February 21, 2001, the Indenture Supplement dated July 31, 2001, the Indenture Supplement dated August 6, 2001, the Indenture Supplement dated as of June 12, 2002 and the Indenture Supplement dated as of the date hereof (the "February 2003 Indenture Supplement") (as so amended, the "Indenture")), each between the Company and Bank One Trust Company, National Association, as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof, initially limited in aggregate principal amount to $300,000,000; provided that the aggregate principal amount of the securities of this series which may be outstanding may be increased by the Company upon the terms and subject to the conditions set forth in the February 2003 Indenture Supplement. The securities of this series are issuable only in registered form, without coupons, in the denominations specified in the February 2003 Indenture Supplement. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. This Security will be redeemable, in whole or in part, from time to time at the option of the Company, on any date ("Redemption Date") at a redemption price equal to the greater of (a) 100% of their principal amount of this Security to be redeemed and (b) the present value of the Remaining Scheduled Payments (as hereinafter defined) of principal and interest thereon (exclusive of interest accrued to such Redemption Date) discounted to such Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as hereinafter defined) plus 35 basis points (0.35%), plus accrued and unpaid -3- interest on the principal amount being redeemed to such Redemption Date; provided, however, that installments of interest on this Security that are due and payable on an Interest Payment Date falling on or prior to the relevant Redemption Date shall be payable to the Holders of this Security, registered as such at the close of business on the relevant Regular Record Date or Special Record Date, as the case may be, according to their terms and the provisions of the Indenture. If money sufficient to pay the redemption price of and accrued interest on this Security to be redeemed is deposited with the Trustee on or before the Redemption Date, on and after the Redemption Date interest will cease to accrue on this Security (or such portions thereof) called for redemption and this Security will cease to be outstanding. "Comparable Treasury Issue" means the United States Treasury security selected by the Reference Treasury Dealer as having a maturity comparable to the remaining term of this Security to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice in pricing new issues of corporate debt securities of comparable maturity to the remaining term of this Security. "Comparable Treasury Price" means, with respect to any Redemption Date, (1) the average of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) on the third business day preceding such Redemption Date, set forth in the daily statistical release (or any successor release) published by the Federal Reserve Bank of New York and designated "Composite 3:30 p.m. Quotations for U.S. Government Securities" or (2) if such release (or any successor release) is not published or does to contain such price on such business day, (A) the average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (B) if the Trustee obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such Quotations. "Reference Treasury Dealer" means (A) Salomon Smith Barney Inc. or one of the other Initial purchasers (or their respective affiliates which are Primary Treasury Dealers), and their respective successors; provided, however, that if any of the foregoing shall cease to be a primary U.S. Government securities dealer in New York City (a "Primary Treasury Dealer"), we will substitute therefor another Primary Treasury Dealer, and (B) any other Primary Treasury Dealer(s) selected by us. "Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of is principal amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m. on the third business day preceding such Redemption Date. "Remaining Scheduled Payments" means, with respect to this Security, the remaining scheduled payments of the principal thereof to be redeemed and interest thereon that would be due after the related Redemption Date but for such redemption; provided, however, that, if such Redemption Date is not an Interest Payment Date with respect to this Security, the amount of the -4- next succeeding scheduled interest payment thereon will be reduced by the amount of interest accrued thereon to such Redemption Date. "Treasury Rate" means, with respect to any Redemption Date the rate per annum equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date. Notice of any redemption by the Company will be mailed at least 60 days before any Redemption Date to the Trustee. If less than all the Securities of this series is to be redeemed at the option of the Company, the Trustee shall select the Securities to be redeemed in whole or in part by such method as the Trustee deems fair and appropriate as provided in the Indenture. This Security is not entitled to the benefit of a sinking fund or mandatory redemption provisions. If an Event of Default with respect to the Securities shall occur and be continuing, the principal amount of all the Securities may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities at any time by the Company and the Trustee with the consent of the Holders of a majority in principal amount of the Outstanding Securities. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Outstanding Securities, on behalf of the Holders of all Securities, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. As set forth in, and subject to the provisions of, the Indenture, no Holder of any Security will have any right to institute any proceeding with respect to the Indenture or for any remedy thereunder, unless such Holder shall have previously given to the Trustee written notice of a continuing Event of Default with respect to this series, the Holders of not less than 25% in principal amount of the Outstanding Securities shall have made written request, and offered reasonable indemnity, to the Trustee to institute such proceeding as trustee, and the Trustee shall not have received from the Holders of a majority in principal amount of the Outstanding Securities a direction inconsistent with such request and shall have failed to institute such proceeding within 60 days; provided, however, that such limitations do not apply to a suit instituted by the Holder hereof for the enforcement of payment of the principal of (or premium, if any) or interest on this Security on or after the respective due dates expressed herein. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay -5- the principal of (and premium, if any) and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of (and premium, if any) and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security is overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. In the event of any Change in Control Triggering Event in respect of the Company occurring on or prior to maturity of the Securities, each Holder of Securities will have the right, at the Holder's option, subject to the terms of the Indenture, to require the Company to purchase all or any part (provided that the principal amount is $1,000 or an integral multiple thereof) of such Holder's Securities on the date that is 30 days after such Change in Control Triggering Event (the "Change in Control Purchase Date") at a cash price equal to the principal amount thereof plus accrued interest to the Change in Control Purchase Date. The Indenture and the Securities shall be governed by and construed in accordance with the laws of the State of New York. All terms used in this Security which are defined in the February 2003 Indenture Supplement shall have the meanings assigned to them in the February 2003 Indenture Supplement and all other terms used in this Security and defined elsewhere in the Indenture shall have the meanings assigned to them therein. Unless the certificate of authentication hereon has been executed by the Trustee referred to below, directly or through an Authenticating Agent, by manual signature of an authorized signatory, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. [SIGNATURE PAGE FOLLOWS] -6- IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal. PULTE HOMES, INC. By __________________________________ Name: Title: Attest: By:__________________________ Name: Title: Dated: TRUSTEE'S CERTIFICATE OF AUTHENTICATION This is one of the Securities of the series designated herein referred to in the within-mentioned Indenture. BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee By: _________________________ Authorized Signature -7- ABBREVIATIONS The following abbreviations, when used in the inscription above, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT - ________________ Custodian ____________________ (Cust) (Minor) under the Uniform Gifts to Minors Act __________________________________________________ (State) Additional abbreviations may also be used though not in the above list. ASSIGNMENT FOR VALUE RECEIVED, the undersigned registered holder(s) hereby sell(s), assign(s) and transfer(s) unto ________________________________________ PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE___________ ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ (Please Print or Typewrite Name and Address Including Postal Zip Code of Assignee) ________________________________________________________________________________ the within Security and all rights thereunder, and hereby irrevocably constitute(s) and appoint(s) ________________________________________________________________________________ attorney to transfer said Security on the books of the Company, with full power of substitution in the premises. -8- Dated:__________________ Signature Guaranteed: _______________________ ________________________ NOTICE: The signature(s) to this assignment must correspond with the name(s) as written upon the within instrument in every particular, without alteration or enlargement or any change whatever. The signature(s) must be guaranteed by an eligible guarantor institution with membership in an approved signature guarantee "medallion" program pursuant to Commission Rule 17Ad-15. -9- GUARANTEE For value received, each of the undersigned hereby irrevocably and unconditionally guarantees, jointly and severally, on a senior basis to the Holder of this Security and to the Trustee, on behalf of the Holder, (i) the due and punctual payment of the principal of, premium, if any, and interest on this Security, when and as the same shall become due and payable, whether at Stated Maturity, purchase upon Change in Control Triggering Event, by declaration of acceleration or otherwise, the due and punctual payment of interest on the overdue principal if, premium, if any, and interest, if any, on this Security, to the extent lawful, and the due and punctual performance of all other obligations of the Company to the Holder of this Security or the Trustee all in accordance with the terms of this Security and the Indenture and (ii) in the case of any extension of time of payment or renewal of this Security or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, at Stated Maturity, purchase upon Change in Control Triggering Event, by declaration of acceleration or otherwise (the obligations in clauses (i) and (ii) hereof being the "Guaranteed Obligations"). This Guarantee will not be valid or obligatory for any purpose until the Trustee duly executes the certificate of authentication on the Security upon which this Guarantee is endorsed. Dated: The Guarantors listed on the attached Exhibit A Attest: ____________________________ By: _________________________________ -10- EXHIBIT A TO GUARANTEE ABACOA HOMES, INC. AMERICAN TITLE OF THE PALM BEACHES CORPORATION. ANTHEM ARIZONA L.L.C. ASSET FIVE CORP. ASSET SEVEN CORP. BELLASERA CORP. CARR'S GRANT, L.L.C. DEL E. WEBB DEVELOPMENT CO., L.P. DEL E. WEBB FOOTHILLS CORPORATION DEL WEBB CALIFORNIA CORP. DEL WEBB COMMUNITIES, INC. DEL WEBB CORPORATION DEL WEBB GOLF CORP. DEL WEBB HOME CONSTRUCTION, INC. DEL WEBB LIMITED HOLDING CO. DEL WEBB SOUTHWEST CO. DEL WEBB TEXAS LIMITED PARTNERSHIP DEL WEBB'S COVENTRY HOMES CONSTRUCTION CO. DEL WEBB'S COVENTRY HOMES, INC. DEL WEBB'S COVENTRY HOMES OF NEVADA, INC. DEL WEBB'S SPRUCE CREEK COMMUNITIES, INC. DEL WEBB'S SUNFLOWER OF TUCSON, INC. DEVTEX LAND, L.P. DIVOSTA AND COMPANY, ING. DIVOSTA BUILDING CORPORATION DIVOSTA HOMES, INC. FLORIDA BUILDING PRODUCTS, INC. FLORIDA CLUB HOMES, INC. HAMMOCK RESERVE DEVELOPMENT COMPANY HARRISON HILLS, LLC ISLAND WALK DEVELOPMENT COMPANY MOUNTAIN VIEW TWO, LLC NEW MEXICO ASSET CORPORATION NEW MEXICO ASSET LIMITED PARTNERSHIP ONE WILLOWBROOK L.L.C. PB VENTURE L.L.C. PBW CORPORATION PC/BRE DEVELOPMENT L.L.C. PC/BRE SPRINGFIELD L.L.C. PC/BRE VENTURE L.L.C. PC/BRE WHITNEY OAKS L.L.C. PC/BRE WINFIELD L.L.C. PC/PALM BEACH, INC. PH1 CORPORATION -11- PH2 CORPORATION PH3 CORPORATION PH4 CORPORATION PHT BUILDING MATERIALS LIMITED PARTNERSHIP PN I, INC. PN II, INC. PULTE COMMUNITIES NJ, LIMITED PARTNERSHIP PULTE DEVELOPMENT CORPORATION PULTE HOME CORPORATION PULTE HOMES OF NEW ENGLAND LLC PULTE HOME CORPORATION OF THE DELAWARE VALLEY PULTE HOMES OF GREATER KANSAS CITY, INC. PULTE HOMES OF MICHIGAN LLC PULTE HOMES OF MICHIGAN I LIMITED PARTNERSHIP PULTE HOMES OF MINNESOTA CORPORATION PULTE HOMES OF NEW YORK, INC. PULTE HOMES OF NJ, LIMITED PARTNERSHIP PULTE HOMES OF OHIO LLC PULTE HOMES OF PA, LIMITED PARTNERSHIP PULTE HOMES OF SOUTH CAROLINA, INC. PULTE HOMES OF TEXAS, L.P. PULTE HOMES TENNESSEE LIMITED PARTNERSHIP PULTE-IN CORP. PULTE LAND COMPANY, LLC PULTE LAND DEVELOPMENT CORPORATION PULTE LIFESTYLE COMMUNITIES, INC. PULTE MICHIGAN HOLDINGS CORPORATION PULTE MICHIGAN SERVICES, LLC PULTE PAYROLL CORPORATION PULTE REALTY CORPORATION RADNOR HOMES, INC. RIVERWALK OF THE PALM BEACHES DEVELOPMENT COMPANY, INC. RN ACQUISITION 2 CORP. SEAN/ CHRISTOPHER HOMES, INC. SPRUCE CREEK SOUTH UTILITIES, INC. TERRAVITA CORP. TERRAVITA HOME CONSTRUCTION CO. VILLAGE WALK DEVELOPMENT COMPANY, INC. WIL CORPORATION AND WILBEN, LLLP -12- SCHEDULE A The initial principal amount of this Global Security is $____________. The following increases or decreases in the principal amount of this Global Security have been made:

-13- EX-4.(O) 7 k82512exv4wxoy.txt INDENTURE SUPPLEMENT DATED MAY 22, 2003 EXHIBIT 4(o) - -------------------------------------------------------------------------------- PULTE HOMES, INC. -------------------------------- INDENTURE SUPPLEMENT DATED AS OF MAY 22, 2003 TO INDENTURE DATED AS OF OCTOBER 24, 1995 -------------------------------- BANK ONE TRUST COMPANY, N.A. TRUSTEE - -------------------------------------------------------------------------------- SENIOR DEBT SECURITIES INDENTURE SUPPLEMENT, dated as of May 22, 2003, among PULTE HOMES, INC., a Michigan corporation ("Company"), located at 100 Bloomfield Hills Parkway, Suite 300, Bloomfield Hills, Michigan 48304, BANK ONE TRUST COMPANY, N.A., as Trustee ("Trustee"), and the Company's direct and indirect wholly-owned domestic subsidiaries set forth on the signature pages hereto (collectively, the "Guarantors"). RECITALS The Company and certain Guarantors have heretofore executed and delivered to the Trustee that certain Indenture, dated as of October 24, 1995 (hereinafter the "Original Indenture" and as amended by the Indenture Supplement dated as of August 27, 1997, the Indenture Supplement dated as of March 20, 1998, the Indenture Supplement dated as of January 31, 1999, two Indenture Supplements each dated as of April 3, 2000, the Indenture Supplement dated as of February 21, 2001, the Indenture Supplement dated as of July 31, 2001, the Indenture Supplement dated as of August 6, 2001, the Indenture Supplement dated as of June 12, 2002, the Indenture Supplement dated as of February 3, 2003 and this Indenture Supplement, hereinafter the "Indenture"), pursuant to which one or more series of unsecured debenture, notes or other evidences of indebtedness of the Company (hereinafter, the "Securities") may be issued from time to time. Section 901(6) of the Indenture provides that a supplemental indenture may be entered into by the Company and the Trustee without the consent of any Holders to make provisions to establish the form or terms of Securities of any series as permitted by Sections 201 and 301 of the Indenture. Pursuant to the terms of Section 901(6) of the Indenture, the Company desires to provide for the establishment of the form and terms of a new series of its Securities to be known as its 6.375% Senior Notes due 2033 (hereinafter, the "Notes"). Section 901(9) of the Indenture provides that a supplemental indenture may be entered into by the Company and the Trustee without the consent of any Holders to make provisions with respect to matters arising under the Indenture which do not adversely affect the interests of the Holders of the Securities of any series in any material respect. The Company has furnished the Trustee with (i) an Opinion of Counsel stating that the execution of this Indenture Supplement is authorized or permitted by the Indenture and (ii) a copy of the resolutions of its Board of Directors certified by its Secretary, pursuant to which this Indenture Supplement has been authorized. All things necessary to make this Indenture Supplement a valid agreement of the Company and the Trustee and a valid amendment of and supplement to the Indenture have been done. NOW THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH: For and in consideration of the premises and the mutual covenants and agreements contained herein, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of the Notes, as follows: ARTICLE I DEFINED TERMS SECTION 1.01. Defined Terms. Except as otherwise expressly provided in this Indenture Supplement or in the form of Note attached as Exhibit A hereto or otherwise clearly required by the context hereof or thereof, all capitalized terms used and not defined in this Indenture Supplement that are defined in the Original Indenture shall have the meanings assigned to them in the Original Indenture. For all purposes of this Indenture Supplement: "Certificated Note" has the meaning set forth in Section 2.04 hereof. "Closing Date" means May 22, 2003. "Commission" means the Securities and Exchange Commission and any successor thereto. "Company" has the meaning set forth in the preamble. "Depositary" means, with respect to the Securities of any series issuable or issued in whole or in part in the form of one or more Global Securities, the clearing agency registered under the Exchange Act, specified for that purpose as contemplated by Section 301 or any successor clearing agency registered under the Exchange Act as contemplated by Section 305, and if at any time there is more than one such Person, "Depositary" as used with respect to the Securities of any series shall mean the Depositary with respect to the Securities of such series. "Exchange Act" means the Securities Exchange Act of 1934, as amended. "Global Note" has the meaning set forth in Section 2.04 hereof. "Global Security" means a Security bearing the legend specified in Section 204 (as added hereby) evidencing all or part of a series of Securities, issued to the Depositary for such series or its nominee, and registered in the name of such Depositary or nominee. Unless otherwise specified, references to a permanent global security in this Indenture shall include any Global Security. "Global Securities Legend" means the legend set forth on the form of Note attached as Exhibit A hereto. "Guarantors" has the meaning set forth in the preamble. "Interest Payment Date" has the meaning set forth in Section 2.02 hereof. "Indenture" has the meaning set forth in the recitals. "Notes" means any of the Securities of the series designated in the third paragraph of the recitals hereof and Section 2.01 hereof that are authenticated and delivered under the Indenture. For all purposes of the Indenture, the term "Notes" shall include the Notes initially issued on the -2- Closing Date and any other Notes issued after the Closing Date under the Indenture. For purposes of the Indenture, all Notes shall vote together and otherwise constitute a single series of Securities under the Indenture. "Original Indenture" has the meaning set forth in the recitals. "Other Indenture Supplements" means the Indenture Supplement dated as of April 3, 2000, the Indenture Supplement dated as of February 21, 2001, the Indenture Supplement dated as of August 6, 2001, the Indenture Supplement dated as of June 12, 2002 and the Indenture Supplement dated as of February 3, 2003. "Regular Record Date" has the meaning set forth in Section 2.02 hereof. "Registrar" has the meaning set forth in Section 4.03 hereof. "Securities" has the meaning set forth in the recitals. "Trustee" has the meaning set forth in the preamble. The parties hereto acknowledge that certain terms are defined in both the Original Indenture and in this Indenture Supplement. The parties hereto hereby agree that, unless otherwise expressly stated or the context otherwise requires, any term which is defined in both the Original Indenture and in this Indenture Supplement, when used with respect to or in the certificates evidencing the Notes, shall have the meaning set forth in this Indenture Supplement. ARTICLE II TERMS OF THE NOTES SECTION 2.01. Establishment of the Notes. There is hereby authorized and established a series of Securities designated the 6.375% Senior Notes due 2033, limited in aggregate principal amount to $400,000,000 (except as provided in Section 301(2) of the Original Indenture); provided that the Company may, without the consent of the Holders of the Outstanding Notes, "reopen" this series of Securities so as to increase the aggregate principal amount of Notes Outstanding in compliance with the procedures set forth in the Indenture, including Sections 301 and 303 thereof, so long as any such additional Notes have the same tenor and terms (including, without limitation, rights to receive accrued and unpaid interest) as the Notes then Outstanding. SECTION 2.02. Terms of the Notes. The Stated Maturity on which the principal of the Notes shall be due and payable shall be May 15, 2033. The principal of the Notes shall bear interest at the rate of 6.375% per annum from May 22, 2003 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, payable semi-annually in arrears on May 15 and November 15 (each, an "Interest Payment Date") in each year, commencing November 15, 2003, to the Persons in whose names the Notes (or one or more Predecessor Securities) are registered at the close of business on the May 1 or November 1 immediately preceding such Interest Payment Dates (each, a "Regular -3- Record Date") regardless of whether such Regular Record Date is a Business Day. Any overdue principal of and premium, if any, on the Notes and any overdue installment of interest on the Notes shall, to the extent permitted by law, bear interest at the rate of 6.375% per annum. Interest on the Notes shall be calculated on the basis of a 360-day year of twelve 30-day months. No additional amounts will be payable on any Notes held by a Person who is a non-United States citizen in respect of any tax, assessment or governmental charge withheld or deducted. The Borough of Manhattan, in The City of New York is hereby designated as a Place of Payment for the Notes; and the place where the principal of and interest on the Notes shall be payable, where Notes may be surrendered for registration of transfer and exchange, and where notices and, if other than in the manner provided in Section 105 of the Original Indenture, demands to or upon the Company in respect of the Notes may be served, shall be the office or agency maintained by the Company for that purpose in the Borough of Manhattan, in The City of New York, which initially shall be the office of the Trustee located at 14 Wall Street, 8th Floor -Window 2, New York, New York 10005, Attention: Corporate Trust Administration. The Notes are subject to redemption at the option of the Company as provided in the form of Note attached hereto as Exhibit A and in the Indenture. The Notes shall not have the benefit of a sinking fund. The Notes shall be subject to the restricted covenants described in Sections 1006 and 1007 and Article 8 of the Indenture. The Notes shall be subject to defeasance and covenant defeasance at the option of the Company as provided in Sections 1401, 1402 and 1403 of the Indenture; provided that, without limitation to the provisions of Sections 1401, 1402 and 1403 of the Original Indenture, the provisions of Section 308 and of Article III of this Indenture Supplement shall survive any such defeasance or covenant defeasance and remain in full force and effect. The Notes shall have such other terms and provisions as are set forth in the form of Note attached hereto as Exhibit A (all of which incorporated by reference in and made a part of this Indenture Supplement as if set forth in full at this place). SECTION 2.03. Denominations. The Notes shall be issued in denominations of $1,000 and integral multiples thereof. SECTION 2.04. Form. The Notes shall be in substantially the form set forth in Exhibit A hereto, with such changes therein as may be authorized by any officer of the Company executing the Notes by manual or facsimile signature, such approval to be conclusively evidenced by the execution thereof by such officer. The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture Supplement, and the Company and the Trustee, by their execution and delivery of this Indenture Supplement, expressly agree to such terms and -4- provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture Supplement, the provisions of this Indenture Supplement shall govern and be controlling. The Notes shall be issued as Registered Securities without coupons. The Notes shall be issued initially in the form of one or more permanent Global Securities ("Global Notes"). The initial Depositary for the Global Notes shall be The Depository Trust Company. The Global Notes shall be registered in the name of the Depositary or a nominee of the Depositary and deposited with the Trustee, as custodian for the Depositary. Notes may be issued in certificated form without interest coupons only to the extent provided by the Indenture and this Indenture Supplement ("Certificated Notes"). Except as provided in Section 4.02 of this Indenture Supplement, owners of beneficial interests in Global Notes will not be entitled to receive physical delivery of Certificated Notes. Holders of beneficial interests shall have no rights under the Indenture with respect to any Global Security held on their behalf by the Depositary or by the Trustee as Securities Custodian or under such Global Security, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its holders of beneficial interests, the operation of customary practices of such Depositary governing the exercise of the rights of a holder of a beneficial interest in any Global Security. ARTICLE III OTHER AMENDMENTS SECTION 3.01. Indenture Supplement Amendments. Each of the Other Indenture Supplements is hereby amended, as of the effective date of each such Other Indenture Supplement, to provide that the Securities issued pursuant to such Other Indenture Supplements shall be subject to the restricted covenants described in Sections 1006 and 1007 and Article 8 of the Indenture. ARTICLE IV ORIGINAL ISSUE OF NOTES SECTION 4.01. Notes. Notes in the aggregate principal amount of $400,000,000 may be executed by the Company and delivered to the Trustee for authentication and the Trustee shall thereupon authenticate and, on the Closing Date, deliver said Notes upon a Company Order without any further action by the Company. SECTION 4.02. Certificated Notes. -5- (a) A Global Note deposited with the Depositary or with the Trustee as Trustee pursuant to Section 2.04 of this Indenture Supplement shall be transferred to the beneficial owners thereof in the form of Certificated Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 305 of the Original Indenture and Section 4.03 of this Indenture Supplement and (i) the Company notifies the Trustee that the Depositary is no longer willing or able to act as a depositary or clearing system for the Notes or the Depositary ceases to be a "clearing agency" registered under the Exchange Act, and a successor depositary or clearing system is not appointed by the Company within 90 days of such notice or cessation, (ii) upon the occurrence and continuation of an Event of Default, or (iii) the Company, in its sole discretion, notifies the Trustee in writing that it elects to cause the issuance of Certificated Notes under the Indenture rather than have the Notes represented by a Global Security. (b) Any Global Note that is transferable to the beneficial owners thereof pursuant to this Section 4.02 shall be surrendered by the Depositary to the Trustee, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of Certificated Notes of authorized denominations. Any portion of a Global Note transferred pursuant to this Section 4.02 shall be executed, authenticated and delivered only in denominations of $1,000 of principal amount and any integral multiple thereof and registered in such names as the Depositary shall direct. (c) The registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including holders of beneficial interests, to take any action which a Holder is entitled to take under the Indenture or the Notes. (d) In the event of the occurrence of any of the events specified in Section 4.02(a)(i), (ii) or (iii) of this Indenture Supplement, the Company will promptly make available to the Trustee a reasonable supply of Certificated Notes in fully registered form without interest coupons. SECTION 4.03. Transfer and Exchange. (a) Transfer and Exchange of Certificated Notes. When Certificated Notes are presented to the Company's registrar with respect to the Notes (the "Registrar") with a request: (i) to register the transfer of such Certificated Notes; or (ii) to exchange such Certificated Notes for an equal principal amount of Certificated Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if its reasonable requirements for such transaction are met; provided, however, that the Certificated Notes surrendered for transfer or exchange: (A) shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company and the Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing; and -6- (B) are accompanied by the following additional information and documents, as applicable: (x) if such Certificated Notes are being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (in the form set forth on the reverse side of the Note); or (y) if such Certificated Notes are being transferred to the Company, a certification to that effect (in the form set forth on the reverse side of the Note). (b) Restrictions on Transfer of a Certificated Note for a Beneficial Interest in a Global Note. A Certificated Note may not be exchanged for a beneficial interest in a Global Note except upon satisfaction of the requirements set forth below. Upon receipt by the Trustee of a Certificated Note, duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company and the Registrar, together with written instructions directing the Trustee to make, or to direct the Trustee to make, an adjustment on its books and records with respect to such Global Note to reflect an increase in the aggregate principal amount of the Notes represented by the Global Note, such instructions to contain information regarding the Depositary account to be credited with such increase, then the Trustee shall cancel such Certificated Note and cause, or direct the Trustee to cause, in accordance with the standing instructions and procedures existing between the Depositary and the Trustee, the aggregate principal amount of Notes represented by the Global Note to be increased by the aggregate principal amount of the Certificated Note to be exchanged and shall credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Global Note equal to the principal amount of the Certificated Note so canceled. If no Global Notes are then outstanding and the Global Note has not been previously exchanged for Certificated Notes pursuant to Section 4.02 of this Indenture Supplement, the Company shall issue and the Trustee shall authenticate, upon written order of the Company in the form of an Officers' Certificate, a new Global Note in the appropriate principal amount. (c) Transfer and Exchange of Global Notes. (i) The transfer and exchange of Global Notes or beneficial interests therein shall be effected through the Depositary, in accordance with this Indenture Supplement (including applicable restrictions on transfer set forth herein, if any) and the procedures of the Depositary therefor. A transferor of a beneficial interest in a Global Note shall deliver a written order given in accordance with the Depositary's procedures containing information regarding the participant account of the Depositary to be credited with a beneficial interest in such Global Note or another Global Note and such account shall be credited in accordance with such order with a beneficial interest in the applicable Global Note and the account of the Person making the transfer shall be debited by an amount equal to the beneficial interest in the Global Note being transferred. -7- (ii) If the proposed transfer is a transfer of a beneficial interest in one Global Note to a beneficial interest in another Global Note, the Registrar shall reflect on its books and records the date and an increase in the principal amount of the Global Note to which such interest is being transferred in an amount equal to the principal amount of the interest to be so transferred, and the Registrar shall reflect on its books and records the date and a corresponding decrease in the principal amount of Global Note from which such interest is being transferred. (iii) Notwithstanding any other provisions of this Indenture Supplement (other than the provisions set forth in Section 4.02 of this Indenture Supplement), a Global Note may not be transferred as a whole except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. (d) Cancellation or Adjustment of Global Note. At such time as all beneficial interests in a Global Note have either been exchanged for Certificated Notes, transferred, redeemed, repurchased or canceled, such Global Note shall be returned by the Depositary to the Trustee for cancellation or retained and canceled by the Trustee. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for Certificated Notes, transferred in exchange for an interest in another Global Note, redeemed, repurchased or canceled, the principal amount of Notes represented by such Global Note shall be reduced and an adjustment shall be made on the books and records of the Trustee (if it is then the custodian for such Global Note) with respect to such Global Note, by the Trustee or the custodian, to reflect such reduction. (e) Obligations with Respect to Transfers of Notes. (i) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate, Certificated Notes and Global Notes at the Registrar's request. (ii) No service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charge payable upon exchange or transfer pursuant to Sections 906, 1107 and 1305 of the Indenture). (iii) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent or the Registrar may deem and treat the Person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. (iv) The Company shall not be required to make and the Registrar need not register transfers or exchanges of Notes selected for redemption (except, in the case of -8- Notes to be redeemed in part, the portion thereof not to be redeemed) or any Notes for a period of 15 days before the mailing of a notice of redemption of Notes to be redeemed. (v) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture Supplement shall evidence the same debt and shall be entitled to the same benefits under the Indenture as the Notes surrendered upon such transfer or exchange. (f) No Obligation of the Trustee. (i) The Trustee shall have no responsibility or obligation to any beneficial owner of a Global Note, a member of, or a participant in the Depositary or any other Person with respect to the accuracy of the records of the Depositary or its nominee or of any participant or member thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any participant, member, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption or repurchase) or the payment of any amount, under or with respect to such Notes. All notices and communications to be given to the Holders and all payments to be made to Holders under the Notes shall be given or made only to the registered Holders (which shall be the Depositary or its nominee in the case of a Global Note). The rights of beneficial owners in any Global Note shall be exercised only through the Depositary subject to the applicable rules and procedures of the Depositary. The Trustee may rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its members, participants and any beneficial owners. (ii) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture Supplement or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Depositary participants, members or beneficial owners in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this Indenture Supplement, and to examine the same to determine substantial compliance as to form with the express requirements hereof. ARTICLE V MISCELLANEOUS SECTION 5.01. Ratification. This Indenture Supplement shall be deemed part of the Indenture in the manner and to the extent herein provided. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. SECTION 5.02. Counterparts. This Indenture Supplement may be executed in any number of counterparts, each of which so executed shall be deemed an original, but all of such counterparts shall together constitute but one and the same instrument. -9- SECTION 5.03. Governing Law. This Indenture supplement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the principles of conflicts of laws. SECTION 5.04. Trustee. The Trustee makes no representation as to the validity or sufficiency of this Indenture Supplement. The recitals contained herein shall be taken as the statements of the Company and the Trustee assumes no responsibility for their correctness. -10- IN WITNESS WHEREOF, the parties hereto have caused this Indenture Supplement to be duly executed, and their respective corporate seals to be hereunto affixed and attested, all as of the day and year first above written. PULTE HOMES, INC. [SEAL] By: /s/ Bruce E. Robinson --------------------------------- Name: Bruce E. Robinson Title: Vice President, Treasurey Attest: By: /s/ John R. Stoller ------------------------------- Name: John R. Stoller Title: Senior Vice President, General Counsel and Secretary BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION [SEAL] By: ---------------------------------- Name: Title: Attest: By: --------------------------------- Name: Title: STATE OF MICHIGAN ) : ss: COUNTY OF OAKLAND ) On the 22 of May, 2003, before me personally came Bruce Robinson, to me known, who, being by me duly sworn, did depose and say that he or she is VP Treasurey of PULTE HOMES, INC. one of the corporations described in and which executed the foregoing instrument; that he or she knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation, and that he or she signed his or her name thereto by like authority. Donna Marie Matyanowski DONNA MARIE MATYANOWSKI ----------------------- NOTARY PUBLIC OAKLAND CO., MI Notary Public MY COMMISSION EXPIRES May 25, 2007 STATE OF OHIO ) : ss.: COUNTY OF DELAWARE ) On the_________ of_________________, 2003, before me personally came - ____________________________, to me known, who being by me duly sworn, did depose and say that he or she is__________________________of BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION, one of the corporations described in and which executed the foregoing instrument; that he or she knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation, and that he or she signed his or her name thereto by like authority. _____________ Notary Public IN WITNESS WHEREOF, the parties hereto have caused this Indenture Supplement to be duly executed, and their respective corporate seals to be hereunto affixed and attested, all as of the day and year first above written. PULTE HOMES, INC. [SEAL] By: ---------------------------------- Name: Title: Attest: By: --------------------------------- Name: Title: BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION [SEAL] By: /s/ Jeffery L. Eubank --------------------------------- Name: Jeffery L. Eubank Title: Authorized Officer Attest: By: /s/ Scott Miller -------------------------------- Name: Scott Miller Title: Authorized Officer STATE OF MICHIGAN ) : ss.: COUNTY OF ) On the _____________ of ___________________, 2003, before me personally came _______________________________, to me known, who, being by me duly sworn, did depose and say that he or she is _________________________ of PULTE HOMES, INC. one of the corporations described in and which executed the foregoing instrument; that he or she knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation, and that he or she signed his or her name thereto by like authority. _______________ Notary Public STATE OF OHIO ) : ss.: COUNTY OF DELAWARE ) On the 22nd of May, 2003, before me personally came Jeffery L. Eubank to me known, who being by me duly sworn, did depose and say that he or she is Authorized Officer of BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION, one of the corporations described in and which executed the foregoing instrument; that he or she knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation, and that he or she signed his or her name thereto by like authority. /s/ James Francis Comeaux ------------------------- Notary Public [SEAL] JAMES FRANCIS COMEAUX, ATTORNEY AT LAW NOTARY PUBLIC, STORE OF OHIO My commission has no expiration date. Section 147.03 R.C. EXHIBIT A FORM OF NOTE Each Global Note shall bear a legend substantially in the form set forth in this paragraph and substantially in the form set forth in the next succeeding paragraph (collectively, the "Global Securities Legend"). Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the Company or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment hereon is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. This Security is a Global Security within the meaning of the Indenture hereinafter referred to and is registered in the name of a Depositary or a nominee of the Depositary. This Security is exchangeable for Securities registered in the name of a Person other than the Depositary or its nominee only in the limited circumstances described in the Indenture, and no transfer of this Security (other than a transfer of this Security as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary) may be registered except in such limited circumstances. PULTE HOMES, INC. 6.375% SENIOR NOTES DUE 2033 $________________ CUSIP No. 745867 AP 6 No.___________ PULTE HOMES, INC., a corporation duly organized and existing under the laws of Michigan (herein called the "Company", which term includes any successor Person under the Indenture referred to below), for value received, hereby promises to pay to ________________________, or registered assigns, the principal sum indicated on Schedule A hereto on May 15, 2033 and to pay interest thereon from May 22, 2003, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually in arrears on May 15 and November 15 in each year, commencing on November 15, 2003, at the rate of 6.375% per annum, until the principal hereof is paid or made available for payment and (to the extent that the payment of such interest shall be legally enforceable) at the same rate per annum on any overdue principal and premium, if any, and on any overdue installment of interest. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be May 1 or November 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Except as otherwise provided in the Indenture, any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. Payment of the principal of (and premium, if any) and interest on this Security will be made at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, The City of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company, payment of interest may be made by United States dollar check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register or by wire transfer to an account maintained by the payee with a bank located in the United States. The payment of, and any premium and interest on, the Notes shall not be determined with reference to any index or formula. -2- Payments of interest hereon with respect to any Interest Payment Date will include interest accrued to but excluding such Interest Payment Date. Interest on this Security shall be computed on the basis of a 360-day year of twelve 30-day months. This Security is a Global Security within the meaning of the Indenture and is registered in the name of the Depositary for this series of Securities or a nominee of the Depositary. Subject to the terms of the Indenture, beneficial interests in this Security shall be held through the book-entry facilities of the Depositary, and such beneficial interests shall be held in minimum denominations of $1,000 and integral multiples thereof. As long as this Security is registered in the name of a Depositary or its nominee, the Company will make, or will cause the Trustee to make, payments of principal of and premium, if any, and interest on this Security by wire transfer of immediately available funds to such Depositary or its nominee. Notwithstanding the above, the final payment on this Security will be made only upon presentation and surrender of this Security at an office or agency maintained by the Company for that purpose in any Place of Payment for the Securities of this series. This Security is one of a duly authorized issue of securities of the Company (hereinafter called the "Securities"), issued and to be issued in one or more series under an Indenture, dated as of October 24, 1995 (as amended by the Indenture Supplement dated as of August 27, 1997, the Indenture Supplement dated as of March 20, 1998, the Indenture Supplement dated as of January 31, 1999, two Indenture Supplements each dated as of April 3, 2000, the Indenture Supplement dated as of February 21, 2001, the Indenture Supplement dated July 31, 2001, the Indenture Supplement dated August 6, 2001, the Indenture Supplement dated as of June 12, 2002 the Indenture Supplement dated as of February 3, 2003 and the Indenture Supplement dated as of the date hereof (the "May 2003 Indenture Supplement") (as so amended, the "Indenture")), each between the Company and Bank One Trust Company, National Association, as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof, initially limited in aggregate principal amount to $400,000,000; provided that the aggregate principal amount of the Securities of this series which may be outstanding may be increased by the Company upon the terms and subject to the conditions set forth in the May 2003 Indenture Supplement. The Securities of this series are issuable only in registered form, without coupons, in the denominations specified in the May 2003 Indenture Supplement. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. This Security will be redeemable, in whole or in part, from time to time at the option of the Company, on any date ("Redemption Date") at a redemption price equal to the greater of (a) 100% of their principal amount of this Security to be redeemed and (b) the present value of the Remaining Scheduled Payments (as hereinafter defined) of principal and interest thereon (exclusive of interest accrued to such Redemption Date) discounted to such Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as hereinafter defined) plus 25 basis points (0.25%), plus accrued and unpaid -3- interest on the principal amount being redeemed to such Redemption Date; provided, however, that installments of interest on this Security that are due and payable on an Interest Payment Date falling on or prior to the relevant Redemption Date shall be payable to the Holders of this Security, registered as such at the close of business on the relevant Regular Record Date or Special Record Date, as the case may be, according to their terms and the provisions of the Indenture. If money sufficient to pay the redemption price of and accrued interest on this Security to be redeemed is deposited with the Trustee on or before the Redemption Date, on and after the Redemption Date interest will cease to accrue on this Security (or such portions thereof) called for redemption and this Security will cease to be outstanding. "Comparable Treasury Issue" means the United States Treasury security selected by the Reference Treasury Dealer as having a maturity comparable to the remaining term of this Security to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice in pricing new issues of corporate debt securities of comparable maturity to the remaining term of this Security. "Comparable Treasury Price" means, with respect to any Redemption Date, (1) the average of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) on the third business day preceding such Redemption Date, as set forth in the daily statistical release (or any successor release) published by the Federal Reserve Bank of New York and designated "Composite 3:30 p.m. Quotations for U.S. Government Securities" or (2) if such release (or any successor release) is not published or does to contain such price on such business day, (A) the average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (B) if the Trustee obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such Quotations. "Reference Treasury Dealer" means (A) Banc of America Securities LLC, Banc One Capital Markets, Inc., Citigroup Global Markets Inc. or one of the other underwriters (or their respective affiliates which are Primary Treasury Dealers), and their respective successors; provided, however, that if any of the foregoing shall cease to be a primary U.S. Government securities dealer in New York City (a "Primary Treasury Dealer"), we will substitute therefor another Primary Treasury Dealer, and (B) any other Primary Treasury Dealer(s) selected by us. "Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of is principal amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m. on the third business day preceding such Redemption Date. "Remaining Scheduled Payments" means, with respect to this Security, the remaining scheduled payments of the principal thereof to be redeemed and interest thereon that would be due after the related Redemption Date but for such redemption; provided, however, that, if such Redemption Date is not an Interest Payment Date with respect to this Security, the amount of the -4- next succeeding scheduled interest payment thereon will be reduced by the amount of interest accrued thereon to such Redemption Date. "Treasury Rate" means, with respect to any Redemption Date the rate per annum equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date. Notice of any redemption by the Company will be mailed at least 60 days before any Redemption Date to the Trustee. If less than all the Securities of this series is to be redeemed at the option of the Company, the Trustee shall select the Securities to be redeemed in whole or in part by such method as the Trustee deems fair and appropriate as provided in the Indenture. This Security is not entitled to the benefit of a sinking fund or mandatory redemption provisions. If an Event of Default with respect to the Securities shall occur and be continuing, the principal amount of all the Securities may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities at any time by the Company and the Trustee with the consent of the Holders of a majority in principal amount of the Outstanding Securities. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Outstanding Securities, on behalf of the Holders of all Securities, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. As set forth in, and subject to the provisions of, the Indenture, no Holder of any Security will have any right to institute any proceeding with respect to the Indenture or for any remedy thereunder, unless such Holder shall have previously given to the Trustee written notice of a continuing Event of Default with respect to this series, the Holders of not less than 25% in principal amount of the Outstanding Securities shall have made written request, and offered reasonable indemnity, to the Trustee to institute such proceeding as trustee, and the Trustee shall not have received from the Holders of a majority in principal amount of the Outstanding Securities a direction inconsistent with such request and shall have failed to institute such proceeding within 60 days; provided, however, that such limitations do not apply to a suit instituted by the Holder hereof for the enforcement of payment of the principal of (or premium, if any) or interest on this Security on or after the respective due dates expressed herein. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay -5- the principal of (and premium, if any) and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of (and premium, if any) and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security is overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. In the event of any Change in Control Triggering Event in respect of the Company occurring on or prior to maturity of the Securities, each Holder of Securities will have the right, at the Holder's option, subject to the terms of the Indenture, to require the Company to purchase all or any part (provided that the principal amount is $1,000 or an integral multiple thereof) of such Holder's Securities on the date that is 30 days after such Change in Control Triggering Event (the "Change in Control Purchase Date") at a cash price equal to the principal amount thereof plus accrued interest to the Change in Control Purchase Date. The Indenture and the Securities shall be governed by and construed in accordance with the laws of the State of New York. All terms used in this Security which are defined in the May 2003 Indenture Supplement shall have the meanings assigned to them in the May 2003 Indenture Supplement and all other terms used in this Security and defined elsewhere in the Indenture shall have the meanings assigned to them therein. Unless the certificate of authentication hereon has been executed by the Trustee referred to below, directly or through an Authenticating Agent, by manual signature of an authorized signatory, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. [SIGNATURE PAGE FOLLOWS] -6- IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal. PULTE HOMES, INC. [SEAL] By ___________________________________ Name: Title: Attest: By:________________________________________ Name: Title: Dated: TRUSTEE'S CERTIFICATE OF AUTHENTICATION This is one of the Securities of the series designated herein referred to in the within-mentioned Indenture. BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee By: _______________________ Authorized Signature -7- ABBREVIATIONS The following abbreviations, when used in the inscription above, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT- __________________ Custodian ______________________ (Cust) (Minor) under the Uniform Gifts to Minors Act ___________________________________________________ (State) Additional abbreviations may also be used though not in the above list. ______________________________ ASSIGNMENT FOR VALUE RECEIVED, the undersigned registered holder(s) hereby sell(s), assign(s) and transfer(s) unto ________________________________________ PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE __________ ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ (Please Print or Typewrite Name and Address Including Postal Zip Code of Assignee) ________________________________________________________________________________ the within Security and all rights thereunder, and hereby irrevocably constitute(s) and appoint(s) ________________________________________________________________________________ attorney to transfer said Security on the books of the Company, with full power of substitution in the premises. -8- Dated:__________________ Signature Guaranteed: ________________________ _______________________ NOTICE: The signature(s) to this assignment must correspond with the name(s) as written upon the within instrument in every particular, without alteration or enlargement or any change whatever. The signature(s) must be guaranteed by an eligible guarantor institution with membership in an approved signature guarantee "medallion" program pursuant to Commission Rule 17Ad-15. -9- GUARANTEE For value received, each of the undersigned hereby irrevocably and unconditionally guarantees, jointly and severally, on a senior basis to the Holder of this Security and to the Trustee, on behalf of the Holder, (i) the due and punctual payment of the principal of, premium, if any, and interest on this Security, when and as the same shall become due and payable, whether at Stated Maturity, purchase upon Change in Control Triggering Event, by declaration of acceleration or otherwise, the due and punctual payment of interest on the overdue principal of, premium, if any, and interest, if any, on this Security, to the extent lawful, and the due and punctual performance of all other obligations of the Company to the Holder of this Security or the Trustee all in accordance with the terms of this Security and the Indenture and (ii) in the case of any extension of time of payment or renewal of this Security or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, at Stated Maturity, purchase upon Change in Control Triggering Event, by declaration of acceleration or otherwise (the obligations in clauses (i) and (ii) hereof being the "Guaranteed Obligations"). This Guarantee will not be valid or obligatory for any purpose until the Trustee duly executes the certificate of authentication on the Security upon which this Guarantee is endorsed. Dated: The Guarantors listed on the attached Exhibit A Attest: _________________________ By: _________________________________ -10- EXHIBIT A TO GUARANTEE ABACOA HOMES, INC. AMERICAN TITLE OF THE PALM BEACHES CORPORATION. ANTHEM ARIZONA L.L.C. ASSET FIVE CORP. ASSET SEVEN CORP. BELLASERA CORP. CARR'S GRANT, L.L.C. DEL E. WEBB DEVELOPMENT CO., L.P. DEL E. WEBB FOOTHILLS CORPORATION DEL WEBB CALIFORNIA CORP. DEL WEBB COMMUNITIES, INC. DEL WEBB CORPORATION DEL WEBB GOLF CORP. DEL WEBB HOME CONSTRUCTION, INC. DEL WEBB LIMITED HOLDING CO. DEL WEBB SOUTHWEST CO. DEL WEBB TEXAS LIMITED PARTNERSHIP DEL WEBB'S COVENTRY HOMES CONSTRUCTION CO. DEL WEBB'S COVENTRY HOMES, INC. DEL WEBB'S COVENTRY HOMES OF NEVADA, INC. DEL WEBB'S SPRUCE CREEK COMMUNITIES, INC. DEL WEBB'S SUNFLOWER OF TUCSON, INC. DEVTEX LAND, L.P. DIVOSTA AND COMPANY, INC. DIVOSTA BUILDING CORPORATION DIVOSTA HOMES, INC. FLORIDA BUILDING PRODUCTS, INC. FLORIDA CLUB HOMES, INC. HAMMOCK RESERVE DEVELOPMENT COMPANY HARRISON HILLS, LLC ISLAND WALK DEVELOPMENT COMPANY NEW MEXICO ASSET CORPORATION NEW MEXICO ASSET LIMITED PARTNERSHIP ONE WILLOWBROOK L.L.C. PB VENTURE L.L.C. PBW CORPORATION PC/BRE DEVELOPMENT L.L.C. PC/BRE SPRINGFIELD L.L.C. PC/BRE VENTURE L.L.C. PC/BRE WHITNEY OAKS L.L.C. PC/BRE WINFIELD L.L.C. PC/PALM BEACH, INC. PH1 CORPORATION PH2 CORPORATION -11- PH3 CORPORATION PH4 CORPORATION PHT BUILDING MATERIALS LIMITED PARTNERSHIP PN I, INC. PN II, INC. PULTE COMMUNITIES NJ, LIMITED PARTNERSHIP PULTE DEVELOPMENT CORPORATION PULTE HOME CORPORATION PULTE HOMES OF NEW ENGLAND LLC PULTE HOME CORPORATION OF THE DELAWARE VALLEY PULTE HOMES OF GREATER KANSAS CITY, INC. PULTE HOMES OF MICHIGAN LLC PULTE HOMES OF MICHIGAN I LIMITED PARTNERSHIP PULTE HOMES OF MINNESOTA CORPORATION PULTE HOMES OF NEW YORK, INC. PULTE HOMES OF NJ, LIMITED PARTNERSHIP PULTE HOMES OF OHIO LLC PULTE HOMES OF PA, LIMITED PARTNERSHIP PULTE HOMES OF SOUTH CAROLINA, INC. PULTE HOMES OF TEXAS, L.P. PULTE HOMES TENNESSEE LIMITED PARTNERSHIP PULTE-IN CORP. PULTE LAND COMPANY, LLC PULTE LAND DEVELOPMENT CORPORATION PULTE LIFESTYLE COMMUNITIES, INC. PULTE MICHIGAN HOLDINGS CORPORATION PULTE MICHIGAN SERVICES, LLC PULTE PAYROLL CORPORATION PULTE REALTY CORPORATION RADNOR HOMES, INC. RIVERWALK OF THE PALM BEACHES DEVELOPMENT COMPANY, INC. RN ACQUISITION 2 CORP. SEAN/ CHRISTOPHER HOMES, INC. SPRUCE CREEK SOUTH UTILITIES, INC. TERRAVITA CORP. TERRAVITA HOME CONSTRUCTION CO. VILLAGE WALK DEVELOPMENT COMPANY, INC. WIL CORPORATION AND WILBEN, LLLP -12- SCHEDULE A The initial principal amount of this Global Security is $______________________. The following increases or decreases in the principal amount of this Global Security have been made:

-13- EX-4.(P) 8 k82512exv4wxpy.txt INDENTURE SUPPLEMENT DATED JANUARY 16, 2004 EXHIBIT 4(p) - -------------------------------------------------------------------------------- PULTE HOMES, INC. --------------------------------- INDENTURE SUPPLEMENT DATED AS OF JANUARY 16, 2004 TO INDENTURE DATED AS OF OCTOBER 24, 1995 --------------------------------- J.P. MORGAN TRUST COMPANY, N.A. TRUSTEE - -------------------------------------------------------------------------------- SENIOR DEBT SECURITIES INDENTURE SUPPLEMENT, dated as of January 16, 2004, among PULTE HOMES, INC., a Michigan corporation ("Company"), located at 100 Bloomfield Hills Parkway, Suite 300, Bloomfield Hills, Michigan 48304, J.P. MORGAN TRUST COMPANY, N.A., as Trustee ("Trustee"), and the Company's direct and indirect wholly-owned domestic homebuilding subsidiaries set forth on the signature pages hereto (collectively, the "Guarantors"). RECITALS The Company and certain Guarantors have heretofore executed and delivered to the Trustee that certain Indenture, dated as of October 24, 1995 (hereinafter the "Original Indenture" and as amended by the Indenture Supplement dated as of August 27, 1997, the Indenture Supplement dated as of March 20, 1998, the Indenture Supplement dated as of January 31, 1999, two Indenture Supplements each dated as of April 3, 2000, the Indenture Supplement dated as of February 21, 2001, the Indenture Supplement dated as of July 31, 2001, the Indenture Supplement dated as of August 6, 2001, the Indenture Supplement dated as of June 12, 2002, the Indenture Supplement dated as of February 3, 2003, the Indenture Supplement dated as of May 22, 2003 and this Indenture Supplement, hereinafter the "Indenture"), pursuant to which one or more series of unsecured debenture, notes or other evidences of indebtedness of the Company (hereinafter, the "Securities") may be issued from time to time. Section 901(6) of the Indenture provides that a supplemental indenture may be entered into by the Company and the Trustee without the consent of any Holders to make provisions to establish the form or terms of Securities of any series as permitted by Sections 201 and 301 of the Indenture. Pursuant to the terms of Section 901(6) of the Indenture, the Company desires to provide for the establishment of the form and terms of a new series of its Securities to be known as its 5.250% Senior Notes due 2014 (hereinafter, the "Notes"). Section 901(9) of the Indenture provides that a supplemental indenture may be entered into by the Company and the Trustee without the consent of any Holders to make provisions with respect to matters arising under the Indenture which do not adversely affect the interests of the Holders of the Securities of any series in any material respect. The Company has furnished the Trustee with (i) an Opinion of Counsel stating that the execution of this Indenture Supplement is authorized or permitted by the Indenture and (ii) a copy of the resolutions of its Board of Directors certified by its Secretary, pursuant to which this Indenture Supplement has been authorized. All things necessary to make this Indenture Supplement a valid agreement of the Company and the Trustee and a valid amendment of and supplement to the Indenture have been done. NOW THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH: For and in consideration of the premises and the mutual covenants and agreements contained herein, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of the Notes, as follows: ARTICLE I DEFINED TERMS SECTION 1.01. Defined Terms. Except as otherwise expressly provided in this Indenture Supplement or in the form of Note attached as Exhibit A hereto or otherwise clearly required by the context hereof or thereof, all capitalized terms used and not defined in this Indenture Supplement that are defined in the Original Indenture shall have the meanings assigned to them in the Original Indenture. For all purposes of this Indenture Supplement: "Certificated Note" has the meaning set forth in Section 2.04 hereof. "Closing Date" means January 16, 2004. "Commission" means the Securities and Exchange Commission and any successor thereto. "Company" has the meaning set forth in the preamble. "Depositary" means, with respect to the Securities of any series issuable or issued in whole or in part in the form of one or more Global Securities, the clearing agency registered under the Exchange Act, specified for that purpose as contemplated by Section 301 or any successor clearing agency registered under the Exchange Act as contemplated by Section 305, and if at any time there is more than one such Person, "Depositary" as used with respect to the Securities of any series shall mean the Depositary with respect to the Securities of such series. "Exchange Act" means the Securities Exchange Act of 1934, as amended. "Global Note" has the meaning set forth in Section 2.04 hereof. "Global Security" means a Security bearing the legend specified in Section 204 (as added hereby) evidencing all or part of a series of Securities, issued to the Depositary for such series or its nominee, and registered in the name of such Depositary or nominee. Unless otherwise specified, references to a permanent global security in this Indenture shall include any Global Security. "Global Securities Legend" means the legend set forth on the form of Note attached as Exhibit A hereto. "Guarantors" has the meaning set forth in the preamble. "Interest Payment Date" has the meaning set forth in Section 2.02 hereof. "Indenture" has the meaning set forth in the recitals. "Notes" means any of the Securities of the series designated in the third paragraph of the recitals hereof and Section 2.01 hereof that are authenticated and delivered under the Indenture. For all purposes of the Indenture, the term "Notes" shall include the Notes initially issued on the -2- Closing Date and any other Notes issued after the Closing Date under the Indenture. For purposes of the Indenture, all Notes shall vote together and otherwise constitute a single series of Securities under the Indenture. "Original Indenture" has the meaning set forth in the recitals. "Regular Record Date" has the meaning set forth in Section 2.02 hereof. "Registrar" has the meaning set forth in Section 4.03 hereof. "Securities" has the meaning set forth in the recitals. "Trustee" has the meaning set forth in the preamble. The parties hereto acknowledge that certain terms are defined in both the Original Indenture and in this Indenture Supplement. The parties hereto hereby agree that, unless otherwise expressly stated or the context otherwise requires, any term which is defined in both the Original Indenture and in this Indenture Supplement, when used with respect to or in the certificates evidencing the Notes, shall have the meaning set forth in this Indenture Supplement. ARTICLE II TERMS OF THE NOTES SECTION 2.01. Establishment of the Notes. There is hereby authorized and established a series of Securities designated the 5.250% Senior Notes due 2014, limited in aggregate principal amount to $500,000,000 (except as provided in Section 301(2) of the Original Indenture); provided that the Company may, without the consent of the Holders of the Outstanding Notes, "reopen" this series of Securities so as to increase the aggregate principal amount of Notes Outstanding in compliance with the procedures set forth in the Indenture, including Sections 301 and 303 thereof, so long as any such additional Notes have the same tenor and terms (including, without limitation, rights to receive accrued and unpaid interest) as the Notes then Outstanding. SECTION 2.02. Terms of the Notes. The Stated Maturity on which the principal of the Notes shall be due and payable shall be January 15, 2014. The principal of the Notes shall bear interest at the rate of 5.250% per annum from January 16, 2004 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, payable semi-annually in arrears on January 15 and July 15 (each, an "Interest Payment Date") in each year, commencing July 15, 2004, to the Persons in whose names the Notes (or one or more Predecessor Securities) are registered at the close of business on the January 1 or July 1 immediately preceding such Interest Payment Dates (each, a "Regular Record Date") regardless of whether such Regular Record Date is a Business Day. Any overdue principal of and premium, if any, on the Notes and any overdue installment of interest on the Notes shall, to the extent permitted by law, bear interest at the rate of 5.250% per annum. -3- Interest on the Notes shall be calculated on the basis of a 360-day year of twelve 30-day months. No additional amounts will be payable on any Notes held by a Person who is a non-United States citizen in respect of any tax, assessment or governmental charge withheld or deducted. The Borough of Manhattan, in The City of New York is hereby designated as a Place of Payment for the Notes; and the place where the principal of and interest on the Notes shall be payable, where Notes may be surrendered for registration of transfer and exchange, and where notices and, if other than in the manner provided in Section 105 of the Original Indenture, demands to or upon the Company in respect of the Notes may be served, shall be the office or agency maintained by the Company for that purpose in the Borough of Manhattan, in The City of New York, which initially shall be the office of the Trustee located at 4 New York Plaza, New York, New York 10005, Attention: Corporate Trust Administration. The Notes are subject to redemption at the option of the Company as provided in the form of Note attached hereto as Exhibit A and in the Indenture. The Notes shall not have the benefit of a sinking fund. The Notes shall be subject to the restricted covenants described in Sections 1006 and 1007 and Article 8 of the Indenture. The Notes shall be subject to defeasance and covenant defeasance at the option of the Company as provided in Sections 1401, 1402 and 1403 of the Indenture; provided that, without limitation to the provisions of Sections 1401, 1402 and 1403 of the Original Indenture, the provisions of Section 308 and of Article III of this Indenture Supplement shall survive any such defeasance or covenant defeasance and remain in full force and effect. The Notes shall have such other terms and provisions as are set forth in the form of Note attached hereto as Exhibit A (all of which incorporated by reference in and made a part of this Indenture Supplement as if set forth in full at this place). SECTION 2.03. Denominations. The Notes shall be issued in denominations of $1,000 and integral multiples thereof. SECTION 2.04. Form. The Notes shall be in substantially the form set forth in Exhibit A hereto, with such changes therein as may be authorized by any officer of the Company executing the Notes by manual or facsimile signature, such approval to be conclusively evidenced by the execution thereof by such officer. The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture Supplement, and the Company and the Trustee, by their execution and delivery of this Indenture Supplement, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture Supplement, the provisions of this Indenture Supplement shall govern and be controlling. -4- The Notes shall be issued as Registered Securities without coupons. The Notes shall be issued initially in the form of one or more permanent Global Securities ("Global Notes"). The initial Depositary for the Global Notes shall be The Depository Trust Company. The Global Notes shall be registered in the name of the Depositary or a nominee of the Depositary and deposited with the Trustee, as custodian for the Depositary. Notes may be issued in certificated form without interest coupons only to the extent provided by the Indenture and this Indenture Supplement ("Certificated Notes"). Except as provided in Section 4.02 of this Indenture Supplement, owners of beneficial interests in Global Notes will not be entitled to receive physical delivery of Certificated Notes. Holders of beneficial interests shall have no rights under the Indenture with respect to any Global Security held on their behalf by the Depositary or by the Trustee as Securities Custodian or under such Global Security, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its holders of beneficial interests, the operation of customary practices of such Depositary governing the exercise of the rights of a holder of a beneficial interest in any Global Security. ARTICLE III INTENTIONALLY OMITTED ARTICLE IV ORIGINAL ISSUE OF NOTES SECTION 4.01. Notes. Notes in the aggregate principal amount of $500,000,000 may be executed by the Company and delivered to the Trustee for authentication and the Trustee shall thereupon authenticate and, on the Closing Date, deliver said Notes upon a Company Order without any further action by the Company. SECTION 4.02. Certificated Notes. (a) A Global Note deposited with the Depositary or with the Trustee as Trustee pursuant to Section 2.04 of this Indenture Supplement shall be transferred to the beneficial owners thereof in the form of Certificated Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 305 of the Original Indenture and Section 4.03 of this Indenture Supplement and (i) the Company notifies the Trustee that the Depositary is no longer willing or able to act as a depositary or clearing system for the Notes or the Depositary ceases to be a "clearing agency" registered under the Exchange Act, and a successor depositary or clearing system is not appointed by the Company within 90 days of such notice or cessation, (ii) upon the -5- occurrence and continuation of an Event of Default, or (iii) the Company, in its sole discretion, notifies the Trustee in writing that it elects to cause the issuance of Certificated Notes under the Indenture rather than have the Notes represented by a Global Security. (b) Any Global Note that is transferable to the beneficial owners thereof pursuant to this Section 4.02 shall be surrendered by the Depositary to the Trustee, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of Certificated Notes of authorized denominations. Any portion of a Global Note transferred pursuant to this Section 4.02 shall be executed, authenticated and delivered only in denominations of $1,000 of principal amount and any integral multiple thereof and registered in such names as the Depositary shall direct. (c) The registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including holders of beneficial interests, to take any action which a Holder is entitled to take under the Indenture or the Notes. (d) In the event of the occurrence of any of the events specified in Section 4.02(a)(i), (ii) or (iii) of this Indenture Supplement, the Company will promptly make available to the Trustee a reasonable supply of Certificated Notes in fully registered form without interest coupons. SECTION 4.03. Transfer and Exchange. (a) Transfer and Exchange of Certificated Notes. When Certificated Notes are presented to the Company's registrar with respect to the Notes (the "Registrar") with a request: (i) to register the transfer of such Certificated Notes; or (ii) to exchange such Certificated Notes for an equal principal amount of Certificated Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if its reasonable requirements for such transaction are met; provided, however, that the Certificated Notes surrendered for transfer or exchange: (A) shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company and the Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing; and (B) are accompanied by the following additional information and documents, as applicable: (x) if such Certificated Notes are being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (in the form set forth on the reverse side of the Note); or -6- (y) if such Certificated Notes are being transferred to the Company, a certification to that effect (in the form set forth on the reverse side of the Note). (b) Restrictions on Transfer of a Certificated Note for a Beneficial Interest in a Global Note. A Certificated Note may not be exchanged for a beneficial interest in a Global Note except upon satisfaction of the requirements set forth below. Upon receipt by the Trustee of a Certificated Note, duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company and the Registrar, together with written instructions directing the Trustee to make, or to direct the Trustee to make, an adjustment on its books and records with respect to such Global Note to reflect an increase in the aggregate principal amount of the Notes represented by the Global Note, such instructions to contain information regarding the Depositary account to be credited with such increase, then the Trustee shall cancel such Certificated Note and cause, or direct the Trustee to cause, in accordance with the standing instructions and procedures existing between the Depositary and the Trustee, the aggregate principal amount of Notes represented by the Global Note to be increased by the aggregate principal amount of the Certificated Note to be exchanged and shall credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Global Note equal to the principal amount of the Certificated Note so canceled. If no Global Notes are then outstanding and the Global Note has not been previously exchanged for Certificated Notes pursuant to Section 4.02 of this Indenture Supplement, the Company shall issue and the Trustee shall authenticate, upon written order of the Company in the form of an Officers' Certificate, a new Global Note in the appropriate principal amount. (c) Transfer and Exchange of Global Notes. (i) The transfer and exchange of Global Notes or beneficial interests therein shall be effected through the Depositary, in accordance with this Indenture Supplement (including applicable restrictions on transfer set forth herein, if any) and the procedures of the Depositary therefor. A transferor of a beneficial interest in a Global Note shall deliver a written order given in accordance with the Depositary's procedures containing information regarding the participant account of the Depositary to be credited with a beneficial interest in such Global Note or another Global Note and such account shall be credited in accordance with such order with a beneficial interest in the applicable Global Note and the account of the Person making the transfer shall be debited by an amount equal to the beneficial interest in the Global Note being transferred. (ii) If the proposed transfer is a transfer of a beneficial interest in one Global Note to a beneficial interest in another Global Note, the Registrar shall reflect on its books and records the date and an increase in the principal amount of the Global Note to which such interest is being transferred in an amount equal to the principal amount of the interest to be so transferred, and the Registrar shall reflect on its books and records the date and a corresponding decrease in the principal amount of Global Note from which such interest is being transferred. (iii) Notwithstanding any other provisions of this Indenture Supplement (other than the provisions set forth in Section 4.02 of this Indenture Supplement), a Global Note -7- may not be transferred as a whole except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. (d) Cancellation or Adjustment of Global Note. At such time as all beneficial interests in a Global Note have either been exchanged for Certificated Notes, transferred, redeemed, repurchased or canceled, such Global Note shall be returned by the Depositary to the Trustee for cancellation or retained and canceled by the Trustee. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for Certificated Notes, transferred in exchange for an interest in another Global Note, redeemed, repurchased or canceled, the principal amount of Notes represented by such Global Note shall be reduced and an adjustment shall be made on the books and records of the Trustee (if it is then the custodian for such Global Note) with respect to such Global Note, by the Trustee or the custodian, to reflect such reduction. (e) Obligations with Respect to Transfers of Notes. (i) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate, Certificated Notes and Global Notes at the Registrar's request. (ii) No service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charge payable upon exchange or transfer pursuant to Sections 906, 1107 and 1305 of the Indenture). (iii) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent or the Registrar may deem and treat the Person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. (iv) The Company shall not be required to make and the Registrar need not register transfers or exchanges of Notes selected for redemption (except, in the case of Notes to be redeemed in part, the portion thereof not to be redeemed) or any Notes for a period of 15 days before the mailing of a notice of redemption of Notes to be redeemed. (v) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture Supplement shall evidence the same debt and shall be entitled to the same benefits under the Indenture as the Notes surrendered upon such transfer or exchange. (f) No Obligation of the Trustee. (i) The Trustee shall have no responsibility or obligation to any beneficial owner of a Global Note, a member of, or a participant in the Depositary or any other -8- Person with respect to the accuracy of the records of the Depositary or its nominee or of any participant or member thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any participant, member, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption or repurchase) or the payment of any amount, under or with respect to such Notes. All notices and communications to be given to the Holders and all payments to be made to Holders under the Notes shall be given or made only to the registered Holders (which shall be the Depositary or its nominee in the case of a Global Note). The rights of beneficial owners in any Global Note shall be exercised only through the Depositary subject to the applicable rules and procedures of the Depositary. The Trustee may rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its members, participants and any beneficial owners. (ii) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture Supplement or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Depositary participants, members or beneficial owners in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this Indenture Supplement, and to examine the same to determine substantial compliance as to form with the express requirements hereof. ARTICLE V MISCELLANEOUS SECTION 5.01. Ratification. This Indenture Supplement shall be deemed part of the Indenture in the manner and to the extent herein provided. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. SECTION 5.02. Counterparts. This Indenture Supplement may be executed in any number of counterparts, each of which so executed shall be deemed an original, but all of such counterparts shall together constitute but one and the same instrument. SECTION 5.03. Governing Law. This Indenture supplement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the principles of conflicts of laws. SECTION 5.04. Trustee. The Trustee makes no representation as to the validity or sufficiency of this Indenture Supplement. The recitals contained herein shall be taken as the statements of the Company and the Trustee assumes no responsibility for their correctness. -9- IN WITNESS WHEREOF, the parties hereto have caused this Indenture Supplement to be duly executed, and their respective corporate seals to be hereunto affixed and attested, all as of the day and year first above written. PULTE HOMES, INC. [SEAL] By: -------------------------------- Name: Title: Attest: By: ------------------------------- Name: Title: J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION [SEAL] By: -------------------------------- Name: Title: Attest: By: ----------------------------- Name: Title: STATE OF MICHIGAN ) : ss.: COUNTY OF ) On the __________ of _______________, 2004, before me personally came ____________________, to me known, who, being by me duly sworn, did depose and say that he or she is ____________________ of PULTE HOMES, INC. one of the corporations described in and which executed the foregoing instrument; that he or she knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation, and that he or she signed his or her name thereto by like authority. ______________ Notary Public STATE OF MICHIGAN ) : ss.: COUNTY OF ) On the __________ of _______________, 2004, before me personally came ____________________, to me known, who being by me duly sworn, did depose and say that he or she is ____________________ of J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION, one of the corporations described in and which executed the foregoing instrument; that he or she knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation, and that he or she signed his or her name thereto by like authority. ______________ Notary Public EXHIBIT A FORM OF NOTE Each Global Note shall bear a legend substantially in the form set forth in this paragraph and substantially in the form set forth in the next succeeding paragraph (collectively, the "Global Securities Legend"). Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the Company or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment hereon is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. This Security is a Global Security within the meaning of the Indenture hereinafter referred to and is registered in the name of a Depositary or a nominee of the Depositary. This Security is exchangeable for Securities registered in the name of a Person other than the Depositary or its nominee only in the limited circumstances described in the Indenture, and no transfer of this Security (other than a transfer of this Security as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary) may be registered except in such limited circumstances. PULTE HOMES, INC. 5.250% SENIOR NOTES DUE 2014 $_______________ CUSIP No. 745867AQ4 No. _______ PULTE HOMES, INC., a corporation duly organized and existing under the laws of Michigan (herein called the "Company", which term includes any successor Person under the Indenture referred to below), for value received, hereby promises to pay to _________________, or registered assigns, the principal sum indicated on Schedule A hereto on January 15, 2014 and to pay interest thereon from January 16, 2004, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually in arrears on January 15 and July 15 in each year, commencing on July 15, 2004, at the rate of 5.250% per annum, until the principal hereof is paid or made available for payment and (to the extent that the payment of such interest shall be legally enforceable) at the same rate per annum on any overdue principal and premium, if any, and on any overdue installment of interest. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be January 1 or July 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Except as otherwise provided in the Indenture, any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. Payment of the principal of (and premium, if any) and interest on this Security will be made at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, The City of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company, payment of interest may be made by United States dollar check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register or by wire transfer to an account maintained by the payee with a bank located in the United States. The payment of, and any premium and interest on, the Notes shall not be determined with reference to any index or formula. -2- Payments of interest hereon with respect to any Interest Payment Date will include interest accrued to but excluding such Interest Payment Date. Interest on this Security shall be computed on the basis of a 360-day year of twelve 30-day months. This Security is a Global Security within the meaning of the Indenture and is registered in the name of the Depositary for this series of Securities or a nominee of the Depositary. Subject to the terms of the Indenture, beneficial interests in this Security shall be held through the book-entry facilities of the Depositary, and such beneficial interests shall be held in minimum denominations of $1,000 and integral multiples thereof. As long as this Security is registered in the name of a Depositary or its nominee, the Company will make, or will cause the Trustee to make, payments of principal of and premium, if any, and interest on this Security by wire transfer of immediately available funds to such Depositary or its nominee. Notwithstanding the above, the final payment on this Security will be made only upon presentation and surrender of this Security at an office or agency maintained by the Company for that purpose in any Place of Payment for the Securities of this series. This Security is one of a duly authorized issue of securities of the Company (hereinafter called the "Securities"), issued and to be issued in one or more series under an Indenture, dated as of October 24, 1995 (as amended by the Indenture Supplement dated as of August 27, 1997, the Indenture Supplement dated as of March 20, 1998, the Indenture Supplement dated as of January 31, 1999, two Indenture Supplements each dated as of April 3, 2000, the Indenture Supplement dated as of February 21, 2001, the Indenture Supplement dated July 31, 2001, the Indenture Supplement dated August 6, 2001, the Indenture Supplement dated as of June 12, 2002 the Indenture Supplement dated as of February 3, 2003, the Indenture Supplement dated as of May 22, 2003 and the Indenture Supplement dated as of the date hereof (the "January 2004 Indenture Supplement") (as so amended, the "Indenture")), each between the Company and J.P. Morgan Trust Company, National Association, as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof, initially limited in aggregate principal amount to $500,000,000; provided that the aggregate principal amount of the Securities of this series which may be outstanding may be increased by the Company upon the terms and subject to the conditions set forth in the January 2004 Indenture Supplement. The Securities of this series are issuable only in registered form, without coupons, in the denominations specified in the January 2004 Indenture Supplement. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. This Security will be redeemable, in whole or in part, from time to time at the option of the Company, on any date ("Redemption Date") at a redemption price equal to the greater of (a) 100% of their principal amount of this Security to be redeemed and (b) the present value of the Remaining Scheduled Payments (as hereinafter defined) of principal and interest thereon (exclusive of interest accrued to such Redemption Date) discounted to such Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the -3- Treasury Rate (as hereinafter defined) plus 25 basis points (0.25%), plus accrued and unpaid interest on the principal amount being redeemed to such Redemption Date; provided, however, that installments of interest on this Security that are due and payable on an Interest Payment Date falling on or prior to the relevant Redemption Date shall be payable to the Holders of this Security, registered as such at the close of business on the relevant Regular Record Date or Special Record Date, as the case may be, according to their terms and the provisions of the Indenture. If money sufficient to pay the redemption price of and accrued interest on this Security to be redeemed is deposited with the Trustee on or before the Redemption Date, on and after the Redemption Date interest will cease to accrue on this Security (or such portions thereof) called for redemption and this Security will cease to be outstanding. "Comparable Treasury Issue" means the United States Treasury security selected by the Reference Treasury Dealer as having a maturity comparable to the remaining term of this Security to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice in pricing new issues of corporate debt securities of comparable maturity to the remaining term of this Security. "Comparable Treasury Price" means, with respect to any Redemption Date, (1) the average of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) on the third business day preceding such Redemption Date, as set forth in the daily statistical release (or any successor release) published by the Federal Reserve Bank of New York and designated "Composite 3:30 p.m. Quotations for U.S. Government Securities" or (2) if such release (or any successor release) is not published or does to contain such price on such business day, (A) the average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (B) if the Trustee obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such Quotations. "Reference Treasury Dealer" means (A) Banc One Capital Markets, Inc., Citigroup Global Markets Inc., UBS Securities, LLC or one of the other underwriters (or their respective affiliates which are Primary Treasury Dealers), and their respective successors; provided, however, that if any of the foregoing shall cease to be a primary U.S. Government securities dealer in the United States (a "Primary Treasury Dealer"), we will substitute therefor another Primary Treasury Dealer, and (B) any other Primary Treasury Dealer(s) selected by us. "Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of is principal amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m. on the third business day preceding such Redemption Date. "Remaining Scheduled Payments" means, with respect to this Security, the remaining scheduled payments of the principal thereof to be redeemed and interest thereon that would be due after the related Redemption Date but for such redemption; provided, however, that, if such Redemption Date is not an Interest Payment Date with respect to this Security, the amount of the -4- next succeeding scheduled interest payment thereon will be reduced by the amount of interest accrued thereon to such Redemption Date. "Treasury Rate" means, with respect to any Redemption Date the rate per annum equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date. Notice of any redemption by the Company will be mailed at least 60 days before any Redemption Date to the Trustee. If less than all the Securities of this series is to be redeemed at the option of the Company, the Trustee shall select the Securities to be redeemed in whole or in part by such method as the Trustee deems fair and appropriate as provided in the Indenture. This Security is not entitled to the benefit of a sinking fund or mandatory redemption provisions. If an Event of Default with respect to the Securities shall occur and be continuing, the principal amount of all the Securities may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities at any time by the Company and the Trustee with the consent of the Holders of a majority in principal amount of the Outstanding Securities. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Outstanding Securities, on behalf of the Holders of all Securities, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. As set forth in, and subject to the provisions of, the Indenture, no Holder of any Security will have any right to institute any proceeding with respect to the Indenture or for any remedy thereunder, unless such Holder shall have previously given to the Trustee written notice of a continuing Event of Default with respect to this series, the Holders of not less than 25% in principal amount of the Outstanding Securities shall have made written request, and offered reasonable indemnity, to the Trustee to institute such proceeding as trustee, and the Trustee shall not have received from the Holders of a majority in principal amount of the Outstanding Securities a direction inconsistent with such request and shall have failed to institute such proceeding within 60 days; provided, however, that such limitations do not apply to a suit instituted by the Holder hereof for the enforcement of payment of the principal of (or premium, if any) or interest on this Security on or after the respective due dates expressed herein. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay -5- the principal of (and premium, if any) and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of (and premium, if any) and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security is overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. In the event of any Change in Control Triggering Event in respect of the Company occurring on or prior to maturity of the Securities, each Holder of Securities will have the right, at the Holder's option, subject to the terms of the Indenture, to require the Company to purchase all or any part (provided that the principal amount is $1,000 or an integral multiple thereof) of such Holder's Securities on the date that is 30 days after such Change in Control Triggering Event (the "Change in Control Purchase Date") at a cash price equal to the principal amount thereof plus accrued interest to the Change in Control Purchase Date. The Indenture and the Securities shall be governed by and construed in accordance with the laws of the State of New York. All terms used in this Security which are defined in the January 2004 Indenture Supplement shall have the meanings assigned to them in the January 2004 Indenture Supplement and all other terms used in this Security and defined elsewhere in the Indenture shall have the meanings assigned to them therein. Unless the certificate of authentication hereon has been executed by the Trustee referred to below, directly or through an Authenticating Agent, by manual signature of an authorized signatory, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. [SIGNATURE PAGE FOLLOWS] -6- IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal. PULTE HOMES, INC. [SEAL] By ---------------------------------- Name: Title: Attest: By: ----------------------------- Name: Title: Dated: TRUSTEE'S CERTIFICATE OF AUTHENTICATION This is one of the Securities of the series designated herein referred to in the within-mentioned Indenture. J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee By: ------------------- Authorized Signature -7- ABBREVIATIONS The following abbreviations, when used in the inscription above, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT - ____________ Custodian ____________ (Cust) (Minor) under the Uniform Gifts to Minors Act ____________________________________________ (State) Additional abbreviations may also be used though not in the above list. _________________________________________________ ASSIGNMENT FOR VALUE RECEIVED, the undersigned registered holder(s) hereby sell(s), assign(s) and transfer(s) unto _________________________________________________ PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ (Please Print or Typewrite Name and Address Including Postal Zip Code of Assignee) ________________________________________________________________________________ the within Security and all rights thereunder, and hereby irrevocably constitute(s) and appoint(s) ________________________________________________________________________________ attorney to transfer said Security on the books of the Company, with full power of substitution in the premises. -8- Dated:_____________ Signature Guaranteed: ___________________ ___________________ NOTICE: The signature(s) to this assignment must correspond with the name(s) as written upon the within instrument in every particular, without alteration or enlargement or any change whatever. The signature(s) must be guaranteed by an eligible guarantor institution with membership in an approved signature guarantee "medallion" program pursuant to Commission Rule 17Ad-15. -9- GUARANTEE For value received, each of the undersigned hereby irrevocably and unconditionally guarantees, jointly and severally, on a senior basis to the Holder of this Security and to the Trustee, on behalf of the Holder, (i) the due and punctual payment of the principal of, premium, if any, and interest on this Security, when and as the same shall become due and payable, whether at Stated Maturity, purchase upon Change in Control Triggering Event, by declaration of acceleration or otherwise, the due and punctual payment of interest on the overdue principal of, premium, if any, and interest, if any, on this Security, to the extent lawful, and the due and punctual performance of all other obligations of the Company to the Holder of this Security or the Trustee all in accordance with the terms of this Security and the Indenture and (ii) in the case of any extension of time of payment or renewal of this Security or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, at Stated Maturity, purchase upon Change in Control Triggering Event, by declaration of acceleration or otherwise (the obligations in clauses (i) and (ii) hereof being the "Guaranteed Obligations"). This Guarantee will not be valid or obligatory for any purpose until the Trustee duly executes the certificate of authentication on the Security upon which this Guarantee is endorsed. Dated: The Guarantors listed on the attached Exhibit A Attest:__________________________ By:__________________________________ -10- EXHIBIT A TO GUARANTEE ABACOA HOMES, INC. AMERICAN TITLE OF THE PALM BEACHES CORPORATION. ANTHEM ARIZONA L.L.C. ASSET FIVE CORP. ASSET SEVEN CORP. CARR'S GRANT, L.L.C. DEL E. WEBB FOOTHILLS CORPORATION DEL WEBB CALIFORNIA CORP. DEL WEBB COMMUNITIES, INC. DEL WEBB COMMUNITIES OF ILLINOIS, INC. (FORMERLY, BELLASERA CORP.) DEL WEBB CORPORATION DEL WEBB GOLF CORP. DEL WEBB HOME CONSTRUCTION, INC. DEL WEBB LIMITED HOLDING CO. DEL WEBB SOUTHWEST CO. DEL WEBB TEXAS LIMITED PARTNERSHIP DEL WEBB'S COVENTRY HOMES CONSTRUCTION CO. DEL WEBB'S COVENTRY HOMES, INC. DEL WEBB'S COVENTRY HOMES OF NEVADA, INC. DEL WEBB'S SPRUCE CREEK COMMUNITIES, INC. DEL WEBB'S SUNFLOWER OF TUCSON, INC. DEVTEX LAND, L.P. DIVOSTA HOMES, L.P. DIVOSTA HOME SALES, INC. (FORMERLY, DIVOSTA BUILDING CORPORATION) FLORIDA BUILDING PRODUCTS, INC. FLORIDA CLUB HOMES, INC. HAMMOCK RESERVE DEVELOPMENT COMPANY HARRISON HILLS, LLC ISLAND WALK DEVELOPMENT COMPANY ONE WILLOWBROOK L.L.C. PB VENTURE L.L.C. PBW CORPORATION PC/BRE DEVELOPMENT L.L.C. PC/BRE SPRINGFIELD L.L.C. PC/BRE VENTURE L.L.C. PC/BRE WHITNEY OAKS L.L.C. PC/BRE WINFIELD L.L.C. PH1 CORPORATION PH2 CORPORATION PH3 CORPORATION PH4 CORPORATION PHT BUILDING MATERIALS LIMITED PARTNERSHIP PN I, INC. PN II, INC. -11- PULTE COMMUNITIES NJ, LIMITED PARTNERSHIP PULTE DEVELOPMENT CORPORATION PULTE HOME CORPORATION PULTE HOME CORPORATION OF THE DELAWARE VALLEY PULTE HOMES OF GREATER KANSAS CITY, INC. PULTE HOMES OF MICHIGAN LLC PULTE HOMES OF MICHIGAN I LIMITED PARTNERSHIP PULTE HOMES OF MINNESOTA CORPORATION PULTE HOMES OF NEW ENGLAND LLC PULTE HOMES OF NEW MEXICO, INC. PULTE HOMES OF NEW YORK, INC. PULTE HOMES OF NJ, LIMITED PARTNERSHIP PULTE HOMES OF OHIO LLC PULTE HOMES OF PA, LIMITED PARTNERSHIP PULTE HOMES OF TEXAS, L.P. PULTE HOMES TENNESSEE LIMITED PARTNERSHIP PULTE-IN CORP. PULTE LAND COMPANY, LLC PULTE LAND DEVELOPMENT CORPORATION PULTE LIFESTYLE COMMUNITIES, INC. PULTE MICHIGAN HOLDINGS CORPORATION PULTE MICHIGAN SERVICES, LLC PULTE PAYROLL CORPORATION PULTE REALTY CORPORATION RADNOR HOMES, INC. RIVERWALK OF THE PALM BEACHES DEVELOPMENT COMPANY, INC. RN ACQUISITION 2 CORP. SEAN/ CHRISTOPHER HOMES, INC. TERRAVITA CORP. TERRAVITA HOME CONSTRUCTION CO. VILLAGE WALK DEVELOPMENT COMPANY, INC. WIL CORPORATION AND WILBEN, LLLP -12- SCHEDULE A The initial principal amount of this Global Security is $______________. The following increases or decreases in the principal amount of this Global Security have been made:

-13- EX-10.(F) 9 k82512exv10wxfy.txt INTERCREDITOR AND SUBORDINATION AGREEMENT EXHIBIT 10(f) INTERCREDITOR AND SUBORDINATION AGREEMENT THIS INTERCREDITOR AND SUBORDINATION AGREEMENT (this "Intercreditor Agreement"), dated as of October 1,2003, is by and among ASSET SEVEN CORP., an Arizona corporation ("Asset Seven"), PULTE REALTY CORPORATION, an Arizona corporation ("Pulte Realty"), each subsidiary of Pulte Homes, Inc. that from time to time executes an Intercreditor Joinder Agreement (as defined below) (together with Asset Seven and Pulte Realty, individually a "Subordinated Creditor" and collectively the "Subordinated Creditors"), BANK ONE, NA, as administrative agent for the Revolving Credit Lenders from time to time party to the Revolving Credit Agreement described below (in such capacity, "Bank One"), and BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION, as trustee for the Noteholders pursuant to the Indenture described below (in such capacity, the "Trustee"). RECITALS: A. Pursuant to the terms of that certain Credit Agreement, dated as of October 1,2003 (as amended, modified, supplemented or restated from time to time, the "Revolving Credit Agreement"), among Pulte Homes, Inc. (the "Borrower"), the lenders from time to time party thereto (the "Revolving Credit Lenders") and Bank One, the Revolving Credit Lenders have provided a revolving credit facility to the Borrower. The obligations of the Borrower under the Revolving Credit Agreement are guaranteed by certain subsidiaries of the Borrower (the "Guarantors"). B. The Borrower has issued and may issue from time to time senior unsecured notes (the "Senior Notes") pursuant to that certain indenture, dated as of October 24,1995, or a supplement thereto (as previously amended, modified or supplemented and as amended, modified, supplemented or restated from time to time, the "Indenture"). C. The Subordinated Creditors are holders of promissory notes (the "Subordinated Notes") from certain subsidiaries of the Borrower (the "Note Issuers"), which Subordinated Notes are secured by mortgages on certain real properties owned by the Note Issuers (the "Collateral"). D. Each Subordinated Creditor is a subsidiary of the Borrower. E. In order to induce the Revolving Credit Lenders and the holders of the Senior Notes (the "Noteholders") to provide or continue to provide the financial accommodations to the Borrower under the Revolving Credit Agreement and the Senior Notes (collectively, the "Senior Loan Documents" and individually, a "Senior Loan Document"), and because of the direct benefit to the Subordinated Creditors of such financial accommodations, Bank One and the Trustee have agreed to enter into this Intercreditor Agreement. NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: ARTICLE I Definitions 1.1 Certain Defined Terms. For the purposes hereof: (a) "Code" means the Internal Revenue Code of 1986 and the rules and regulations promulgated thereunder, as amended, modified, succeeded or replaced from time to time. References to sections of the Code should be construed also to refer to any successor sections. (b) "Event of Default" means (i) an "Event of Default" as defined in the Revolving Credit Agreement or (ii) an event of default under the Senior Notes or the Indenture. (c) "Senior Creditors" means (i) so long as any Senior Obligations (or commitments with respect thereto) remains outstanding under the Revolving Credit Agreement, Bank One and (ii) so long as any Senior Obligations (or commitments with respect thereto) remains outstanding under the Senior Notes, the Trustee. (d) "Senior Obligations" means (i) the "Credit Party Obligations" as defined in the Revolving Credit Agreement and (ii) all obligations (including, without limitation, principal, interest and fees) outstanding under the Senior Notes. (e) "Subordinated Obligations" means (i) the principal amount of, and accrued interest (including, without limitation, any interest which accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency or reorganization of a Note Issuer) on any Subordinated Note, and (ii) all other indebtedness, obligations and liabilities of the Note Issuers to the Subordinated Creditors now existing or hereafter incurred. (f) "Intercreditor Joinder Agreement" means an intercreditor joinder agreement in substantially the form of Exhibit A attached hereto. 1.2 Other Definitional Provisions. The words "hereof," "herein" and "hereunder" and words of similar import when used in this Intercreditor Agreement shall refer to this Intercreditor Agreement as a whole and not to any particular provision of this Intercreditor Agreement, and section, subsection, schedule and exhibit references are to this Intercreditor Agreement unless otherwise specified. Defined terms herein shall include in the singular number the plural and in the plural the singular. ARTICLE II Terms of Subordination 2.1 Subordination. 2 (a) Each of the Subordinated Creditors agrees, for itself and each future holder of the Subordinated Obligations held by such Subordinated Creditor, that the Subordinated Obligations are expressly subordinate and junior in right of payment (as defined in subsection 2.1 (b)) to all Senior Obligations in all respects. (b) "Subordinate and junior in right of payment" shall mean that: (i) Upon the occurrence and during the continuance of an Event of Default, none of the Subordinated Creditors will, without the express prior written consent of the Senior Creditors or unless otherwise instructed by the Senior Creditors, take, demand or receive, directly or indirectly, by set-off, redemption, purchase or in any other manner, any payment on or security for the whole or any part of the Subordinated Obligations, and, without the express prior written consent of the Senior Creditors or unless otherwise instructed by the Senior Creditors, none of the Subordinated Creditors will make demand for the payment of or accelerate the scheduled maturities of any amounts owing under the Subordinated Obligations. (ii) Until the Senior Obligations shall have been paid in full and satisfied, upon the occurrence and during the continuance of an Event of Default, none of the Subordinated Creditors will accelerate, declare to be immediately due and payable, enforce or take any action to enforce or collect, or otherwise exercise any rights or remedies it may possess with respect to the Subordinated Obligations or any portion thereof, or take any action to enforce or otherwise exercise any rights or remedies with respect to, or realize upon, the Collateral, in each case without the prior written consent of the Senior Creditors. (iii) Without limiting the generality of the foregoing provisions of this Section 2.1, in the event of any liquidation, termination, revocation or other winding-up of a Note Issuer, or in the event of any receivership, insolvency, reorganization or bankruptcy proceedings, assignment for the benefit of creditors or any proceeding by or against a Note Issuer for any relief under any bankruptcy, reorganization or insolvency law or laws (federal or state) or any law (federal or state) relating to the relief of debtors, readjustment of indebtedness, reorganization, composition or extension of indebtedness, then, upon the occurrence and during the continuance of an Event of Default, unless otherwise agreed to or instructed in writing by the Senior Creditors, all Senior Obligations shall first be paid in full before any payment or distribution is made in respect of the Subordinated Obligations, and any payment or distribution of any kind or character (whether in cash, property or securities) that, but for the subordination provisions contained herein, would otherwise be payable or deliverable to a Subordinated Creditor upon or in respect of the Subordinated Obligations, shall instead be paid over or delivered to the Senior Creditors or their representatives, and such Subordinated Creditor shall not receive any such payment or distribution or any benefit therefrom unless and until the Senior Obligations shall have been fully paid and satisfied. 2.2 Power of Attorney; Agreement to Cooperate. Each of the Subordinated Creditors hereby agrees, upon the occurrence of an Event of Default, to duly and promptly take such action as may be requested at any time and from time to time by the Senior Creditors, to file appropriate 3 proofs of claim in respect of the Subordinated Obligations, and to execute and deliver such powers of attorney, assignment of proofs of claim or other instruments as may be requested by the Senior Creditors in order to enable the Senior Creditors to enforce any and all claims upon or in respect of the Subordinated Obligations and to collect and receive any and all payments or distributions which may be payable or deliverable at any time upon or in respect of the Subordinated Obligations. 2.3 Payments Received by a Subordinated Creditor. Should any payment or distribution or security or realization of the Collateral, or the proceeds of any thereof, be collected or received by a Subordinated Creditor in respect of the Subordinated Obligations, and such collection or receipt is received in a receivership, insolvency, reorganization or bankruptcy proceeding involving a Note Issuer or is not expressly permitted hereunder, the Subordinated Creditor will forthwith turn over the same to the Senior Creditors in the form received (except for endorsement or assignment by the Subordinated Creditor when necessary) to be applied to the Senior Obligations and, until so turned over, the same shall be held in trust by the Subordinated Creditor as the property of the Senior Creditors. 2.4 Subrogation. The Subordinated Creditors shall not be subrogated to the rights of the Senior Creditors to receive payments or distributions of assets of the Note Issuers for the Senior Obligations. 2.5 Application of Payments Among Senior Creditors. Any payment with respect to the Senior Obligations or received by a Senior Creditor pursuant to the terms of this Intercreditor Agreement shall be applied pro rata to the Senior Obligations outstanding under the Revolving Credit Agreement and the Senior Notes based on the aggregate amount of Senior Obligations outstanding under the Revolving Credit Agreement and the Senior Notes, respectively, on the date of such payment, as certified by Bank One and the Trustee, respectively, to the other Senior Creditors. ARTICLE III Regulations and Warranties 3.1 Each of the Subordinated Creditors represents and warrants to the Senior Creditors that: (a) Subordinated Obligations. The Subordinated Obligations are payable solely and exclusively to the Subordinated Creditors and to no other person, firm, corporation or other entity, without deduction for any defense, offset or counterclaim. (b) Power and Authority; Authorization; No Violation. Each Subordinated Creditor has full power, authority and legal right to execute, deliver and perform this Intercreditor Agreement, and, the execution, delivery and performance of this Intercreditor Agreement have been duly authorized by all necessary action on the part of such Subordinated Creditor, do not require any approval or consent of any holders of any indebtedness or obligations of such Subordinated Creditor and will not violate any provision of law, governmental regulation, order or decree or any provision of any indenture, mortgage, contract or other agreement to which such Subordinated Creditor is party or by which such Subordinated Creditor is bound. 4 (c) Consents. No consent, license, approval or authorization of, or registration or declaration with, any governmental instrumentality, domestic or foreign, is required in connection with the execution, delivery and performance by the Subordinated Creditor of this Intercreditor Agreement. (d) Binding Obligation. This Intercreditor Agreement constitutes a legal, valid and binding obligation of the Subordinated Creditor enforceable in accordance with its terms. ARTICLE IV Modification of Senior Obligations; Reliance 4.1 Each of the Subordinated Creditors agrees that, without the necessity of any reservation of rights against such Subordinated Creditor and without notice to or further assent by such Subordinated Creditor, (a) any demand for payment of any Senior Obligation may be continued, and the Senior Obligations or the liability of the Borrower or any of its subsidiaries for any part thereof, or any guaranty therefor, or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, modified, accelerated, compromised, waived, surrendered, or released and (b) any document or instrument evidencing or governing the terms of the Senior Obligations or guaranties or documents in connection with the Senior Obligations may be amended, modified, supplemented or terminated, in whole or in part, as the applicable Senior Creditor may deem advisable from time to time, in each case all without notice to or further assent by such Subordinated Creditor, which will remain bound under this Intercreditor Agreement, and all without impairing, abridging, releasing or affecting the subordination provided for herein, notwithstanding any such renewal, extension, modification, acceleration, compromise, amendment, supplement, termination, waiver, surrender or release. Each of the Subordinated Creditors waives (i) any and all notice of the creation, modification, renewal, extension or accrual of any of the Senior Obligations and (ii) notice of or proof of reliance on this Intercreditor Agreement and protest, demand for payment and notice of an Event of Default. The Senior Obligations shall conclusively be deemed to have been created, contracted, incurred or continued in reliance upon this Intercreditor Agreement, and all dealings between or among the Note Issuers and the Senior Creditors shall be deemed to have been consummated in reliance upon this Intercreditor Agreement. The Subordinated Creditors acknowledge and agree that the Senior Creditors, the Revolving Credit Lenders and the Noteholders have relied upon the subordination provided for herein in making the Senior Obligations available to the Borrower. ARTICLE V No Transfer of Subordinated Obligations or Collateral 5.1 The Subordinated Creditors will not (a) sell, assign or otherwise transfer, in whole or in part, any Subordinated Obligation or any Collateral held by the Subordinated Creditors or any interest therein to any other person or entity (a "Transferee") other than a Subordinated Creditor or (b) create, incur or suffer to exist any security interest, lien, charge or other encumbrance whatsoever upon the Subordinated Obligations or the Collateral in favor of any Transferee. ARTICLE VI 5 Joinder of Other Subordinated Creditors 6.1 Any subsidiary of the Borrower that properly elects to be taxed as a real estate investment trust under Section 856 (c) of the Code may become a Subordinated Creditor hereunder by executing and delivering an Intercreditor Joinder Agreement. Upon receipt by the Senior Creditors of an Intercreditor Joinder Agreement from a subsidiary of the Borrower, such subsidiary shall be considered a Subordinated Creditor under the terms of this Intercreditor Agreement. ARTICLE VII Miscellaneous 7.1 No Waiver: Cumulative Remedies. No failure or delay on the part of any Senior Creditor, Revolving Credit Lender or Noteholder in exercising any right, power or privilege hereunder or under any Senior Loan Document or any other loan document entered into in connection therewith and no course of dealing between the Subordinated Creditors and any Senior Creditor, Revolving Credit Lender or Noteholder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder or under any other Senior Loan Document or any other loan document entered into in connection therewith preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder or thereunder. The rights and remedies provided herein are cumulative and not exclusive of any rights or remedies which the Senior Creditors, the Revolving Credit Lenders and the Noteholders would otherwise have. No notice to or demand on any Subordinated Creditor in any case shall entitle such Subordinated Creditor to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of the Senior Creditors, the Revolving Credit Lenders and the Noteholders to any other or further action in any circumstances without notice or demand. 7.2 Further Assurances. The Subordinated Creditors agree, upon the request of a Senior Creditor, to promptly take such actions, as reasonably requested, as is necessary to carry out the intent of this Intercreditor Agreement. 7.3 Notices. All notices and other communications with respect to this Intercreditor Agreement shall have been duly given and shall be effective (a) when delivered in writing, (b) when transmitted via telecopy (or other facsimile device) to the number set out below, (c) the business day following the day on which the same has been delivered prepaid (or on an invoice basis) to a reputable national overnight air courier service, or (d) the third business day following the day on which the same is sent by certified or registered mail, postage prepaid, in each case to the respective parties at the address or telecopy numbers set forth below or at such other address as such party may specify by written notice to the other parties hereto. To Bank One: Bank One, NA 131 S. Dearborn Street Chicago, IL 60670 Attn: Part Schiewitz Ph: (312)325-3132 6 Fax: (312)325-3122 To the Trustee; Bank One Trust Company, National Association __________________________________________________ __________________________________________________ __________________________________________________ Attn: ___________________________________________ Ph: ___________________________________________ Fax: ___________________________________________ 7.4 Governing Law; Jurisdiction. (a) THIS INTERCREDITOR AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. Any legal action or proceeding with respect to this Intercreditor Agreement may be brought in the courts of the State of New York or of the United States for the Southern District of New York, and, by execution and delivery of this Intercreditor Agreement, each party hereto hereby irrevocably accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of such courts. Each party hereto further irrevocably consents to the service of process out of any of the aforementioned courts in any such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to it at the address for notices pursuant to Section 7.3, such service to become effective 20 days after such mailing. Nothing herein shall affect the right of a Senior Creditor to serve process on a Subordinated Creditor in any other manner permitted by law or to commence legal proceedings or to otherwise proceed against a Subordinated Creditor in any other jurisdiction. (b) Each party hereto hereby irrevocably waives any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions or proceedings arising out of or in connection with this Intercreditor Agreement brought in the courts referred to in subsection (a) hereof and hereby further irrevocably waives and agrees not to plead or claim in any such court that any such action or proceeding brought in any such court has been brought in an inconvenient forum. 7.5 Waiver of Jury Trial. EACH OF THE PARTIES TO THIS INTERCREDITOR AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS INTERCREDITOR AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. 7.6 Successors and Assigns. This Intercreditor Agreement shall be binding upon and inure to the benefit of the Senior Creditors, the Subordinated Creditors, and their respective successors, transferees and assigns. 7.7 Severability. If any provision of any of this Intercreditor Agreement is determined to be illegal, invalid or unenforceable, such provision shall be fully severable and the remaining 7 provisions shall remain in full force and effect and shall be construed without giving effect to the illegal, invalid or unenforceable provisions. 7.8 Counterparts. This Intercreditor Agreement may be executed in any number of counterparts, each of which where so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. Delivery of executed counterparts by telecopy shall be as effective as an original and shall constitute a representation that an original will be delivered. 7.9 Waivers, Amendments, Etc. This Intercreditor Agreement may not be rescinded or canceled or modified in any way, nor may any provision of this Intercreditor Agreement be waived or changed without the express prior written consent thereto of the Senior Creditors. 8 IN WITNESS WHEREOF, the parties hereto have caused this Intercreditor Agreement to be executed as of the day and year first above written. SUBORDINATED CREDITOR: ASSET SEVEN CORP., an Arizona corporation By: /s/ John R. Stoller ---------------------------------- Name: John R. Stoller Title: Secretary SUBORDINATED CREDITOR: PULTE REALTY CORPORATION, an Arizona corporation By: /s/ John R. Stoller ------------------------------------- Name: John R. Stoller Title: Secretary SENIOR CREDITOR: BANK ONE, NA, as administrative agent for the Revolving Credit Lenders By: ------------------------------------- Name: ----------------------------------- Title: ----------------------------------- SENIOR CREDITOR: BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee By: ------------------------------------- Name: ----------------------------------- Title: ---------------------------------- IN WITNESS WHEREOF, the parties hereto have caused this Intercreditor Agreement to be executed as of the day and year first above written. SUBORDINATED CREDITOR: ASSET SEVEN CORP., an Arizona corporation By: _____________________________________ Name: ___________________________________ Title: __________________________________ SUBORDINATED CREDITOR: PULTE REALTY CORPORATION, an Arizona corporation By: _____________________________________ Name: ___________________________________ Title: __________________________________ SENIOR CREDITOR: BANK ONE, NA, as administrative agent for the Revolving Credit Lenders By: /s/ ALLISON L. CRAYNE ------------------------------------- Name: ALLISON L. CRAYNE Title: ASSOCIATE DIRECTOR SENIOR CREDITOR: BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee By: _____________________________________ Name: ___________________________________ Title: __________________________________ 9 IN WITNESS WHEREOF, the parties hereto have caused this Intercreditor Agreement to be executed as of the day and year first above written. SUBORDINATED CREDITOR: ASSET SEVEN CORP., an Arizona corporation By: _____________________________________ Name: ___________________________________ Title: __________________________________ SUBORDINATED CREDITOR: PULTE REALTY CORPORATION, an Arizona corporation By: _____________________________________ Name: ___________________________________ Title: __________________________________ SENIOR CREDITOR: BANK ONE, NA, as administrative agent for the Revolving Credit Lenders By: _____________________________________ Name: ___________________________________ Title: __________________________________ SENIOR CREDITOR: BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee By: /s/ Jeffrey L. Eubank ------------------------------------- Name: Jeffrey L. Eubank Title: Authorized Officer 9 EXHIBIT A Form of Intercreditor Joinder Agreement THIS INTERCREDITOR JOINDER AGREEMENT (the "Agreement"), dated as of ___________________________________ is entered into among __________________________________, (the "New REIT") and BANK ONE, N.A. and BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION, in their capacity as Senior Creditors (the "Senior Creditors") under that certain Intercreditor and Subordination Agreement, dated as of October 1, 2003, among ASSET SEVEN CORP., an Arizona corporation, PULTE REALTY CORPORATION, an Arizona corporation, the other Subordinated Creditors party thereto and the Senior Creditors (as the same may be amended, modified, extended or restated from time to time, the "Intercreditor Agreement"). All capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Intercreditor Agreement. 1. The New REIT hereby acknowledges, agrees and confirms that, by its execution of this Agreement, the New REIT will be deemed to be a Subordinated Creditor under the Intercreditor Agreement shall have all of the rights and obligations of a Subordinated Creditor thereunder as if it had executed the Intercreditor Agreement. The New REIT hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the Intercreditor Agreement, including without limitation, all of the subordination terms set forth in Article II of the Intercreditor Agreement. 2. This Agreement may be executed in any number of counterparts, each of which where so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. Delivery of executed counterparts by telecopy shall be as effective as an original and shall constitute a representation that an original will be delivered. 3. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. IN WITNESS WHEREOF, the New REIT has caused this Agreement to be duly executed by its authorized officer, as of the day and year first above written. [NEW REIT] By: _____________________________________ Name: ___________________________________ Title: __________________________________ 10 Acknowledged and Accepted BANK ONE, NA, as administrative agent, in its capacity as a Senior Creditor By: _______________________________ Name: _______________________________ Title: _______________________________ BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee, in its capacity as a Senior Creditor By: _______________________________ Name: _______________________________ Title: _______________________________ 11 EX-10.(AD) 10 k82512exv10wxady.txt FOURTH AMENDMENT TO CREDIT AGREEMENT EXHIBIT 10(ad) FOURTH AMENDMENT TO CREDIT AGREEMENT This FOURTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is made as of the 7th day of November, 2003, by and among PULTE MORTGAGE LLC, a Delaware limited liability company (the "Borrower"), BANK ONE, NA, as agent under the "Credit Agreement" (as defined below) (the "Agent") and LASALLE BANK NATIONAL ASSOCIATION (the "Supplemental Lender"). The Borrower, the Agent and certain other Lenders, as described therein, are parties to a Fourth Amended and Restated Revolving Credit Agreement dated as of March 31, 2003, as amended by a First Amendment to Credit Agreement dated as of August 1, 2003, a Second Amendment to Credit Agreement dated as of October 6, 2003 and a Third Amendment to Credit Agreement dated as of October 29th, 2003 (as it may be further amended from time to time, the "Credit Agreement"). All terms used herein and not otherwise defined shall have the same meaning given to them in the Credit Agreement. Pursuant to Section 2.10(c) of the Credit Agreement, the Borrower has the right to increase the Aggregate Commitment by obtaining additional Commitments upon satisfaction of certain conditions. This Amendment requires only the signature of the Borrower, the Agent and the Supplemental Lender so long as the Aggregate Commitment is not increased above $350,000,000. The Supplemental Lender is a new Lender which is a lending institution whose identity Agent will approve by its signature below. In consideration of the foregoing, the Supplemental Lender, from and after the date hereof shall have a Commitment in the amount shown next to its signature below and on Schedule 1 attached hereto, resulting in a new Aggregate Commitment of $310,000,000 as of the date hereof, and the Supplemental Lender hereby assumes all of the rights and obligations of a Lender under the Credit Agreement. The Borrower has executed and delivered to the Supplemental Lender as of the date hereof, if requested by the Supplemental Lender, a new Note in the form attached to the Credit Agreement as Exhibit A to evidence the Commitment of the Supplemental Lender. IN WITNESS WHEREOF, the Agent, the Borrower and the Supplemental Lender have executed this Amendment as of the date shown above. PULTE MORTGAGE LCC By: /s/ John D'Augustino ------------------------------------ Name: John D'Augustino Title: Vice President BANK ONE, NA, individually and as Agent By: /s/ Rodney S. Davis ------------------------------------ Name: Rodney S. Davis Title: Associate Director Commitment: $35,000,000 LASALLE BANK NATIONAL ASSOCIATION By: /s/ Terry M. Keating ------------------------------------ Name: Terry M. Keating Title: Senior Vice President Address for Notices: 135 S. LaSalle Street, Suite 1731 Chicago, Illinois 60603 Attn: Tim Pham Phone: 312/904-4308 Fax: 312/904-2982 - 2 - BANK ONE, NA, individually and as Agent By: /s/ Rodney S. Davis ------------------------------------ Name: Rodney S. Davis Title: Associate Director Commitment: $35,000,000 LASALLE BANK NATIONAL ASSOCIATION By: ____________________________________ Name: __________________________________ Title: _________________________________ Address for Notices: 135 S. LaSalle Street Chicago, Illinois 60603 Attn: Phone: Fax: - 2 - EX-21 11 k82512exv21.txt SUBSIDIARIES OF THE REGISTRANT EXHIBIT 21 PULTE HOMES, INC. SUBSIDIARIES OF THE REGISTRANT AT DECEMBER 31, 2003 Pulte Homes, Inc. (the Company) owns 100% of the capital stock of Pulte Diversified Companies, Inc., Pulte Financial Companies, Inc. (PFCI), Radnor Homes, Inc., Pulte.com, Inc., PH1 Corporation, and Pulte Realty Holdings, Inc., Inc., all Michigan corporations, North American Builders Indemnity Company, a Colorado corporation, Marquette Title Insurance Company, a Vermont corporation, RN Acquisition 2 Corp., a Nevada corporation, Del Webb Corporation (Del Webb), a Delaware corporation and 100% of PB Venture L.L.C., Pulte Land Company, LLC, Pulte Michigan Services, LLC, Pulte Homes of Michigan, LLC and Pulte Homes of Ohio, LLC, all Michigan limited liability companies. The Company is a member of the following corporation and limited liability companies:

Pulte Diversified Companies, Inc. owns 100% of the capital stock of Pulte International Corporation, Pulte Home Corporation (PHC) and American Title of the Palm Beaches Corporation, all Michigan corporations, First Heights Bank, a federal savings bank and PH5 Corporation, a Delaware corporation. Pulte International Corporation owns 100% of the capital stock of Pulte International-Mexico, Inc., Pulte International Caribbean Corp., Pulte Chile Corporation, Pulte SA Corporation, Pulte Argentina Corporation and Pulte SRL Corporation, all Michigan corporations, PIMI Holdings LLC, a Michigan limited liability company and 99% of Pulte International Mexico Limited Partnership, a Michigan limited partnership. Pulte SRL Corporation and Pulte Argentina Corporation each own 50% of Pulte S.R.L., an Argentine limited partnership. PIMI Holdings LLC owns 1% of Pulte International Mexico Limited Partnership, a Michigan limited partnership. Pulte International Mexico Limited Partnership owns 100% of Pulte SRL Holdings, LLC, a Michigan limited liability company. Pulte International-Mexico, Inc. and PHC own 99.99% and .01%, respectively, of the capital stock of Controladora PHC, S.A. de C.V. (Controladora), a Mexican corporation and Pulte International-Mexico, Inc. owns 3.3% of Pulte Mexico Division Norte, S. de R.L. de C.V., also a Mexican corporation. Pulte International-Mexico, Inc. owns .1% of Nantar S. de R.L. de C.V., .01% of Pulte Bajio Construcciones S. de R.L. de C.V. and .01% of Pulte Mexico Division Centro Sur S. de R.L. de C.V., 1% of Pulte Internacional Mexico S. de R.L. de C.V., all Mexican limited liability companies. Controladora owns 99.9% of Nantar, S. de R.L. de C.V., a Mexican limited liability company, 63.8% of Pulte Mexico S. de R.L. de C.V. (Pulte Mexico), and 99% of Pulte Internacional Mexico S. de R.L. de C.V., both Mexican limited liability companies, 25% of Residencial Riviera, S.A. de C.V., a Mexican corporation, and 25% of Ciudad Riviera, S.A. de C.V., a Mexican corporation. Pulte Mexico owns 99.99% of Pulte Mexico Division Centro Sur S. de R.L. de C.V. and 99.99% of Pulte Bajio Construcciones S. de R.L. de C.V., both Mexican limited liability companies, and 96.7% of Pulte Mexico Division Norte, S. de R.L. de C.V., a Mexican corporation. Pulte International Caribbean Corp. owns 100% of the capital stock of Pulte International Building Corporation, a Michigan corporation. Pulte International Building Corporation owns 50% of Desarrolladores Urbanos (Canovanas) SE, 50% of Mayaguez Partners, S.E., and 50% of Andrea's Court, S.E., all Puerto Rican general partnerships. Pulte Chile Corporation owns 99% and Pulte SA Corporation owns 1% of Pulte de Chile Limitada, a Chilean limited partnership. Pulte Chile Corporation owns 99.9% and Pulte SA Corporation owns .1% of Residencias del Norte Limitada, a Chilean limited liability company. PH5 Corporation owns 100% of the capital stock of DiVosta Homes Holdings, LLC a Delaware limited liability company and 99% of DiVosta Homes, LP, a Delaware limited partnership. DiVosta Home Holdings, LLC owns 1% of DiVosta Homes, L.P., a Delaware limited liability company. PULTE HOMES, INC. SUBSIDIARIES OF THE REGISTRANT (CONTINUED) DiVosta Homes, L.P. owns 100% of the capital stock of Abacoa Homes, Inc., DiVosta Homes Marketing, Inc., Florida Building Products, Inc., Florida Club Homes, Inc., Hammock Reserve Development Company, Island Walk Development Company, RiverWalk of the Palm Beaches Development Company, Inc., DiVosta Building Corporation, Village Walk Development Company, Inc., Island Walk Realty, Inc. and DiVosta Home Sales, Inc., all Florida corporations. DiVosta Homes, L.P. owns 100% of the capital stock of PH3 Corporation, a Michigan corporation. PFCI owns 100% of the capital stock of Guaranteed Mortgage Corporation III, a Michigan corporation. Radnor Homes, Inc. owns 25.6% and RN Acquisition 2 Corp. owns 74.4% of Pulte Homes Tennessee Limited Partnership, a Nevada limited partnership. Pulte Realty Holdings, Inc. owns 100% of the capital stock of Pulte RC, LLC, a Michigan limited liability company, Pulte Realty Corporation, an Arizona corporation and 99% of Pulte International Caribbean II, Limited Partnership, a Michigan limited partnership. Pulte RC, LLC owns 1% of Pulte International Caribbean II, Limited Partnership, a Michigan limited partnership. North American Builders Indemnity Company owns 99.99% of the capital stock of Contractors Insurance Company of North America, Inc., a Risk Retention Group, a Hawaii Corporation. PB Venture L.L.C. owns 100% of PC/BRE Venture L.L.C., a Delaware limited liability company. PC/BRE Venture L.L.C. owns 100% of PC/BRE Development L.L.C., PC/BRE Whitney Oaks L.L.C., PC/BRE Winfield L.L.C. and PC/BRE Springfield L.L.C., all Delaware limited liability companies. PC/BRE Springfield L.L.C. owns 88% of Springfield Golf Resort, L.L.C., an Arizona limited liability company. Marquette Title Insurance Company owns 100% of Pulte Services California, LLC, a Michigan limited liability company. Pulte Homes of Michigan, LLC owns 100% of the capital stock of Pulte IN-Corporation and Sean/Christopher Homes, Inc., both Michigan corporations, Pulte Home Sciences, LLC, a Michigan limited liability company and 99% of Pulte Homes of Michigan I Limited Partnership, a Michigan limited partnership. Pulte In-Corporation and Sean/Christopher Homes, Inc. each own 50% of Pulte Homes of Indiana, LLC, an Indiana limited liability company. Pulte Homes of Ohio, LLC owns 100% of the capital stock of Butterfield Properties, LLC, an Ohio limited liability company. PHC owns 100% of the capital stock or is sole member of the following subsidiaries:

PULTE HOMES, INC. SUBSIDIARIES OF THE REGISTRANT (CONTINUED)

PULTE HOMES, INC. SUBSIDIARIES OF THE REGISTRANT (CONTINUED) 1) Pulte Mortgage LLC owns 100% of the capital stock of PCIC Corporation and Pulte Funding, Inc., both Michigan corporations, Joliet Mortgage Reinsurance Company, a Vermont corporation, Del Webb Mortgage LLC, a Delaware limited liability company, 22.2% of the capital stock of Hipotecaria Su Casita, S.A. de C.V., a Mexican corporation, and 22.19% of Fideicomiso 102412, a Mexican business trust. Fideicomiso 102412 owns 55.15% of Interesa, S.A. de C.V., Sociedad Operadora de Sociedados de Inversion, a Mexican corporation. 2) Preserve II, Inc. owns 99% and Preserve I, Inc. owns 1% of Pulte Communities NJ, Limited Partnership, a Michigan partnership. Preserve II, Inc. also owns 99% of Pulte Homes of NJ, Limited Partnership and 99% of Pulte Homes of PA, Limited Partnership, both Michigan partnerships. Preserve I, Inc. also owns 100% of the capital stock of HydroSource Acquisitions, Inc., a Michigan corporation, and Jersey Meadows, LLC, a New Jersey limited liability company. 3) TVM Corporation owns 63% of PHM Title Agency L.L.C., a Delaware limited liability company. 4) Pulte Home Corporation of The Delaware Valley owns 1% of Pulte Homes of NJ, Limited Partnership and 1% of Pulte Homes of PA, Limited Partnership, both Michigan partnerships. 5) PBW Corporation owns 99% and Wil Corporation owns 1% of Wilben II Limited Partnership, a Maryland limited partnership. PBW Corporation owns 5% and Wil Corporation owns 95% of Wilben, LLLP, a Maryland limited partnership. PBW Corporation and Wil Corporation each own 50% of One Willowbrook, LLC, a Maryland limited liability company. Wil Corporation also owns 100% of Highlands One, H.D. Investments I, L.L.C., Bel North, LLC, William's Field at Perry Hall, L.L.C., Carr's Grant, LLC, Harrison Hills, LLC, Campus Lakes, LLC, August Woods, LLC and Lyons, LC, all Maryland limited liability companies. 6) PHC Title Corporation owns 80% of Pulte Title Agency of Minnesota, L.L.C., a Minnesota limited liability company, 99% of PHT Title Agency, L.P., a Texas limited partnership, 49% of Pulte Title Agency of Ohio, LLC, an Ohio limited liability company and 49% of Pulte Title Agency of Michigan, L.L.C., a Michigan limited liability company. 7) PN I, Inc., owns .1% and PN II, Inc. owns 99.9% of Devtex Land, L.P. and Pulte Homes of Texas, L.P., both Texas limited partnerships. PN II, Inc. also owns 100% of the capital stock of Pulte Texas Holdings, Inc., a Michigan corporation and 100% of Pratte Acquisition, LLC, a Michigan limited liability company. Pulte Homes of Texas, L.P. owns 100% of PHT Operating Company LLC, a Michigan limited liability company. Pulte Homes of Texas, L.P. owns 99.9% and PHT Operating Company LLC owns .1% of PHT Building Materials Limited Partnership, a Michigan limited partnership. PNI, Inc. also owns 1% of Grayhaven Estates Limited, L.L.C., a Michigan limited liability company. 8) PHT Title Corporation owns 1% of PHT Title Agency, L.P., a Texas limited partnership. 9) Pulte Michigan Holdings Corporation owns 1% of Pulte Homes of Michigan I Limited Partnership, a Michigan limited partnership. 10) Chandler Natural Resources Corporation owns 100% of Chandler DJ Basin LLC, a Michigan limited liability company. 11) PHNE Business Trust owns 100% of Pulte Homes of New England LLC, PHS Virginia Holdings, LLC, and BMD Development, LLC, all Michigan limited liability companies, 100% of GI Development Business Trust, a Massachusetts business trust and 99% of PHS Virginia Limited Partnership, a Michigan limited partnership. Pulte Homes of New England, LLC owns 100% of the capital stock of Coachman Development, LLC, Hilltop Farms Development, LLC, Oceanside Village, LLC and South Natick Hills, LLC, all Michigan limited liability companies. Pulte Homes of New England, LLC also owns 100% of Herring Pond Development Corporation and MALDP Development Corporation, both Michigan corporations, and 99% of Willow Brook Associates Limited Partnership, a Massachusetts limited partnership. PHS Virginia Holdings, LLC owns 1% of PHS Virginia Limited Partnership, a Michigan limited partnership. GI Development Business Trust owns 100% of the capital stock of Great Island Community, LLC, a Michigan limited liability company. PHS Virginia Limited Partnership owns 100% of the capital stock of Pulte Home Sciences of Virginia, LLC, a Michigan limited liability company. PULTE HOMES, INC. SUBSIDIARIES OF THE REGISTRANT (CONTINUED) 12) Pulte Development Corporation owns 50% of PH Arizona LLC, a Michigan limited liability company. PH Arizona LLC owns 100% of the capital stock of Pulte Arizona Services, Inc., a Michigan corporation. Pulte Arizona Services, Inc. owns 100% of the capital stock of Dean Realty Company, Springfield Realty Corporation and PQL Realty Corporation, all Michigan corporations, and Del Webb Community Management Co., an Arizona Corporation. Dean Realty Company owns 100% of Pulte Real Estate Company, a Florida corporation. 13) Pulte Georgia Holdings, LLC, owns 100% of RCC Georgia Investor III, LLC, a Delaware limited liability company. PHC is a member or owns capital stock in the following entities:

Del Webb owns 100% of the capital stock or is sole member of the following subsidiaries:

Del Webb also owns 100% of Asset Seven Corp., an Arizona corporation, and 1% of New Mexico Asset Limited Partnership, an Arizona limited partnership. PULTE HOMES, INC. SUBSIDIARIES OF THE REGISTRANT (CONTINUED) 1) Del Webb's Coventry Homes, Inc. owns 100% of the capital stock of Del Webb's Coventry Homes Construction Co., Del Webb's Coventry Homes of Nevada, Inc. and Del Webb communities of Virginia, Inc., all Arizona corporations and 50% of 56th and Lone Mountain, L.L.C. an Arizona limited liability company. 2) Del Webb's Spruce Creek Communities, Inc. owns 100% of the capital stock of Spruce Creek South Utilities, Inc., a Florida corporation. 3) Sun City Homes, Inc. owns 100% of the capital stock of Marina Operations Corp., an Arizona corporation. 4) Del Webb Construction Services, Co. owns 100% of the capital stock of Del Webb Southwest Co., an Arizona corporation and .1% of Del E. Webb Development Co., L.P., a Delaware limited partnership. Del Webb Southwest Co. owns 100% of the capital stock of Del Webb Texas Title Agency Co., an Arizona corporation and 1% of Del Webb Texas Limited Partnership, an Arizona limited partnership. 5) Del Webb Commercial Properties Corporation owns 100% of the capital stock of Del E. Webb Foothills Corporation, an Arizona corporation. 6) New Mexico Asset Corporation owns 99% of New Mexico Asset Limited Partnership, an Arizona limited partnership. 7) Del Webb Communities, Inc., owns 100% of the capital stock of Del Webb Limited Holding Co., Del Webb Home Construction, Inc.,Thunderbird Lodge Holding Corp., Del Webb's Contracting Services, Inc., Sun City Title Agency Co., Sun State Insulation Co. Inc., Del Webb's Sunflower of Tucson, Inc., all Arizona corporations, and Sun City Sales Corporation, a Michigan corporation. Del Webb Communities, Inc. also owns 99.9% of Del E. Webb Development Co. L.P., a Delaware limited partnership, and 50% of North Valley Enterprises, LLC, a Nevada limited liability company. Del Webb Limited Holding Co. owns 99% of Del Webb Texas Limited Partnership, an Arizona limited partnership. 8) Asset One Corp. owns 50% of Mountain View One LLC, an Arizona limited liability company. 9) Del Webb Communities of Illinois, Inc. owns 100% of Anthem Arizona, LLC, an Arizona limited liability company. EX-23 12 k82512exv23.txt CONSENT OF INDEPENDENT AUDITORS EXHIBIT 23 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statements (Form S-8 No. 33-40102, Form S-8 No. 33-98944, Form S-8 No. 33-99218, Form S-8 No. 33-51019, Form S-8 No. 33-52047, Form S-8 No. 33-66284, Form S-8 No. 33-66286, Form S-8 No. 33-66322, Form S-8 No. 33-102255 and Form S-3 No. 33-109029) of Pulte Homes, Inc. and in the related Prospectuses of our report dated January 23, 2004, with respect to the consolidated financial statements of Pulte Homes, Inc. included in this Annual Report (Form 10-K) for the year ended December 31, 2003. /s/ Ernst & Young LLP Detroit, Michigan February 24, 2004 EX-31.(A) 13 k82512exv31wxay.txt CHIEF EXECUTIVE OFFICER CERTIFICATION SECTION 302 EXHIBIT 31(a) CHIEF EXECUTIVE OFFICER'S CERTIFICATION I, Richard J. Dugas, Jr., certify that: 1. I have reviewed this annual report on Form 10-K of Pulte Homes, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have: a. designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b. evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and c. disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): a. all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: February 27, 2004 /s/ Richard J. Dugas, Jr. ------------------------------------- Richard J. Dugas, Jr. President and Chief Executive Officer EX-31.(B) 14 k82512exv31wxby.txt CHIEF FINANCIAL OFFICER CERTIFICATION SECTION 302 EXHIBIT 31(b) CHIEF FINANCIAL OFFICER'S CERTIFICATION I, Roger A. Cregg, certify that: 1. I have reviewed this annual report on Form 10-K of Pulte Homes, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have: a. designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b. evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and c. disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): a. all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: February 27, 2004 /s/ Roger A. Cregg -------------------------------- Roger A. Cregg Executive Vice President and Chief Financial Officer EX-32.(A) 15 k82512exv32wxay.txt CHIEF EXECUTIVE OFFICER CERTIFICATION SECTION 906 EXHIBIT 32(a) CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Pulte Homes, Inc. (the "Company") on Form 10-K for the period ended December 31, 2003, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Richard J. Dugas, Jr., President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. /s/ Richard J. Dugas, Jr. - --------------------------------------- Richard J. Dugas, Jr. President and Chief Executive Officer February 27, 2004 EX-32.(B) 16 k82512exv32wxby.txt CHIEF FINANCIAL OFFICER CERTIFICATION SECTION 906 EXHIBIT 32(b) CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Pulte Homes, Inc. (the "Company") on Form 10-K for the period ended December 31, 2003, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Roger A. Cregg, Executive Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. /s/ Roger A. Cregg - -------------------------------- Roger A. Cregg Executive Vice President and Chief Financial Officer February 27, 2004 -----END PRIVACY-ENHANCED MESSAGE-----


Title of each class		Name of each exchange on which registered

Common Stock, par value $.01		New York Stock Exchange


PART I
	ITEM 1. BUSINESS
	ITEM 2. PROPERTIES
	ITEM 3. LEGAL PROCEEDINGS
	ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
	ITEM 4A. EXECUTIVE OFFICERS OF THE REGISTRANT
PART II
	ITEM 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
	ITEM 6. SELECTED FINANCIAL DATA
	ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
	ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
	ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
	ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
	ITEM 9A. CONTROLS AND PROCEDURES
PART III
	ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
	ITEM 11. EXECUTIVE COMPENSATION
	ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
	ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
	ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
PART IV
	ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
SIGNATURES
EXHIBIT INDEX
Indenture Supplement dated April 3, 2000
Indenture Supplement dated February 21, 2001
Indenture Supplement dated June 12, 2002
Indenture Supplement dated February 3, 2003
Indenture Supplement dated May 22, 2003
Indenture Supplement dated January 16, 2004
Intercreditor and Subordination Agreement
Fourth Amendment to Credit Agreement
Subsidiaries of the Registrant
Consent of Independent Auditors
Chief Executive Officer Certification Section 302
Chief Financial Officer Certification Section 302
Chief Executive Officer Certification Section 906
Chief Financial Officer Certification Section 906


			Years Ended December 31,
			($000’s omitted)

			2003		2002		2001		2000		1999

Homebuilding settlement revenues:
	Domestic		$	8,482,341	$	6,991,614	$	5,145,526	$	4,083,816	$	3,655,775
	International			228,137		196,074		35,169		27,159		21,941

		Total	$	8,710,478	$	7,187,688	$	5,180,695	$	4,110,975	$	3,677,716

Homebuilding settlement units:
	Domestic			32,693		28,903		22,915		19,799		19,569
	International			7,120		6,525		221		264		262

		Total		39,813		35,428		23,136		20,063		19,831


	2003						2002

					Declared						Declared
	High		Low		Dividends		High		Low		Dividends

1st Quarter	$	26.59	$	22.73	$	.02	$	27.22	$	20.99	$	.02
2nd Quarter		35.99		24.66		.02		29.47		23.00		.02
3rd Quarter		34.88		28.98		.02		28.97		20.41		.02
4th Quarter		49.42		33.73		.05		24.85		18.30		.02


	Years Ended December 31,
	($000’s omitted)

	2003			2002			2001(a)			2000			1999

OPERATING DATA:
Homebuilding:
Revenues	$	8,929,798		$	7,363,989		$	5,309,829		$	4,195,675		$	3,711,196

Income before income taxes	$	1,002,161		$	724,067		$	512,291		$	386,604		$	311,668

Financial Services:
Revenues	$	115,847		$	106,628		$	77,222		$	50,669		$	54,279

Income before income taxes	$	68,846		$	66,723		$	36,948		$	24,788		$	25,721

Corporate:
Revenues	$	3,281		$	1,202		$	2,210		$	633		$	2,748

Loss before income taxes	$	(75,351	)	$	(61,968	)	$	(57,452	)	$	(56,296	)	$	(50,984	)

Consolidated results:
Revenues	$	9,048,926		$	7,471,819		$	5,389,261		$	4,246,977		$	3,768,223

Income from continuing operations before income taxes	$	995,656		$	728,822		$	491,787		$	355,096		$	286,405
Income taxes		378,334			284,221			189,362			136,712			108,118

Income from continuing operations		617,322			444,601			302,425			218,384			178,287
Income (loss) from discontinued operations		7,312			9,044			(1,032	)		(29,871	)		(122	)

Net income	$	624,634		$	453,645		$	301,393		$	188,513		$	178,165


MICHIGAN (State or other jurisdiction of incorporation or organization)		38-2766606 (I.R.S. Employer Identification No.)


Item			Page
No.			No.

		Part I
	1	Business		3
	2	Properties		9
	3	Legal Proceedings		9
	4	Submission of Matters to a Vote of Security Holders		10
	4A	Executive Officers of the Registrant		10
		Part II
	5	Market for the Registrant’s Common Equity and Related Stockholder Matters		11
	6	Selected Financial Data		11
	7	Management’s Discussion and Analysis of Financial Condition and Results of Operations		13
	7A	Quantitative and Qualitative Disclosures About Market Risk		24
	8	Financial Statements and Supplementary Data		26
	9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		65
	9 A	Controls and Procedures		65
		Part III
	10	Directors and Executive Officers of the Registrant		65
	11	Executive Compensation		65
	12	Security Ownership of Certain Beneficial Owners and Management		65
	13	Certain Relationships and Related Transactions		66
	14	Principal Accountant Fees and Services		66
		Part IV
	15	Exhibits, Financial Statement Schedules and Reports on Form 8-K		66
		Signatures		71


				Year Became
Name	Age		Position	An Officer

William J. Pulte		71	Chairman of the Board		1956
Richard J. Dugas, Jr.		38	President and Chief Executive Officer		2002
Steven C. Petruska		45	Executive Vice President and Chief Operating Officer		2004
Roger A. Cregg		47	Executive Vice President and Chief Financial Officer		1997
Leo J. Taylor		45	Executive Vice President, Human Resources		2003
John R. Stoller		55	Senior Vice President, General Counsel and Secretary		1990
Vincent J. Frees		53	Vice President and Controller		1995
Gregory M. Nelson		48	Vice President and Assistant Secretary		1993
Bruce E. Robinson		42	Vice President and Treasurer		1998


	December 31,
	($000’s omitted)

	2003		2002		2001		2000		1999

BALANCE SHEET DATA:
House and land inventories	$	5,528,410	$	4,293,597	$	3,833,763	$	1,896,856	$	1,822,060
Total assets		8,063,352		6,872,087		5,710,893		2,886,483		2,487,351
Senior notes and subordinated notes		2,150,972		1,913,268		1,722,864		666,296		508,690
Shareholders’ equity		3,448,123		2,760,426		2,276,665		1,247,931		1,093,319


Northeast:		Connecticut, Delaware, Maryland, Massachusetts, New Hampshire, New Jersey, New York, Rhode Island, Pennsylvania, Virginia

Southeast:		Florida, Georgia, North Carolina, South Carolina, Tennessee

Midwest:		Illinois, Indiana, Kansas, Michigan, Minnesota, Ohio

Central:		Colorado, Texas, New Mexico

West:		Arizona, California, Nevada


		Payments Due by Period
		($000’s omitted)

		Total		2004		2005-2006		2007-2008		After 2008

Contractual obligations:
	Long-term debt (a)	$	4,394,051	$	346,369	$	403,778	$	269,652	$	3,374,252
	Capital lease obligations		—		—		—		—		—
	Operating lease obligations		126,403		32,590		44,057		26,355		23,401
	Purchase obligations		—		—		—		—		—
	Other long-term liabilities (b)		91,223		32,849		50,806		5,314		2,254

Total contractual obligations		$	4,611,677	$	411,808	$	498,641	$	301,321	$	3,399,907


		Amount of Commitment Expiration by Period
		($000’s omitted)

		Total		2004		2005-2006		2007-2008		After 2008

Other commercial commitments:
	Guarantor revolving credit facilities (a)	$	850,000	$	—	$	—	$	850,000	$	—
	Non-guarantor revolving credit facilities		860,000		—		860,000		—		—
	Other credit facilities		3,000		3,000		—		—		—
	Standby letters of credit (b)		57,844		56,890		954		—		—

Total commercial commitments		$	1,770,844	$	59,890	$	860,954	$	850,000	$	—


			As of December 31, 2003 for the
			Years ended December 31,

																		There-						Fair
			2004			2005			2006			2007			2008			after			Total			Value

Rate sensitive liabilities:
	Fixed interest rate debt:
		Senior notes and subordinated notes	$	185,503		$	125,000		$	—		$	—		$	—		$	1,848,563		$	2,159,066		$	2,387,945
		Average interest rate		9.12	%		7.0	%		—			—			—			7.29	%		7.45	%		—
		Limited recourse collateralized financing	$	29,259		$	33,865		$	13,267		$	2,367		$	2,354		$	2,143		$	83,255		$	83,255
		Average interest rate		2.52	%		6.00	%		3.50	%		5.09	%		5.24	%		4.78	%		4.31	%		—


			As of December 31, 2002 for the
			Years ended December 31,

																		There-						Fair
			2003			2004			2005			2006			2007			after			Total			Value

Rate sensitive liabilities:
	Fixed interest rate debt:
		Senior notes and subordinated notes	$	275,000		$	112,000		$	125,000		$	—		$	—		$	1,395,976		$	1,907,976		$	2,006,173
		Average interest rate		8.59	%		8.38	%		7.3	%		—			—			8.46	%		8.23	%		—
		Limited recourse collateralized financing	$	59,563		$	41,528		$	31,131		$	9,128		$	1,350		$	2,826		$	145,526		$	145,526
		Average interest rate		5.27	%		5.53	%		6.12	%		2.16	%		4.00	%		4.00	%		5.30	%		—


					2003			2002

			ASSETS
Cash and equivalents					$	404,092		$	613,168
Unfunded settlements						122,300			60,641
House and land inventory						5,528,410			4,293,597
Land, not owned, under option agreements						73,256			—
Residential mortgage loans available-for-sale						541,126			600,339
Goodwill						307,693			307,693
Intangible assets, net						143,704			151,954
Other assets						942,771			832,952
Deferred income tax asset						—			11,743

					$	8,063,352		$	6,872,087

				LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities:
	Accounts payable, including book overdrafts of $222,681 and $181,812 in 2003 and 2002, respectively				$	452,648		$	376,653
	Customer deposits					372,507			265,817
	Accrued and other liabilities					1,072,550			906,293
	Collateralized short-term debt, recourse solely to applicable non-guarantor subsidiary assets					479,287			559,621
	Income taxes					79,391			90,009
	Deferred income tax liability					7,874			—
	Senior notes and subordinated notes					2,150,972			1,913,268

		Total liabilities				4,615,229			4,111,661

Shareholders’ Equity:
	Preferred stock, $.01 par value; 50,000,000 shares authorized, none issued					—			—
	Common stock, $.01 par value; 400,000,000 shares authorized, 125,152,816 and 122,249,872 shares issued and outstanding in 2003 and 2002, respectively					1,252			1,222
	Additional paid-in capital					1,015,991			932,551
	Unearned compensation					(656	)		(9,866	)
	Accumulated other comprehensive loss					(39,142	)		(35,371	)
	Retained earnings					2,470,678			1,871,890

		Total shareholders’ equity				3,448,123			2,760,426

					$	8,063,352		$	6,872,087


		Years Ended December 31,

		2003		2002		2001(a)			2000			1999

PER SHARE DATA *(b)*:
Earnings per share - basic:
	Income from continuing operations	$	5.05	$	3.68	$	3.08		$	2.64		$	2.06
	Income (loss) from discontinued operations		.06		.07		(.01	)		(.36	)		—

	Net income	$	5.11	$	3.75	$	3.07		$	2.28		$	2.06

	Weighted-average common shares outstanding (000’s omitted)		122,162		120,906		98,196			82,620			86,492

Earnings per share - assuming dilution:
	Income from continuing operations	$	4.91	$	3.60	$	3.00		$	2.59		$	2.03
	Income (loss) from discontinued operations		.06		.07		(.01	)		(.35	)		—

	Net income	$	4.97	$	3.67	$	2.99		$	2.24		$	2.03

	Weighted-average common shares outstanding and effect of dilutive securities (000’s omitted)		125,730		123,492		100,646			84,292			87,646

Shareholders’ equity		$	27.55	$	22.58	$	19.22		$	15.01		$	12.64

Cash dividends declared		$	.11	$	.08	$	.08		$	.08		$	.08


		Years Ended December 31,

		2003		2002		2001

Unit settlements:
	Northeast		2,692		2,440		2,014
	Southeast		8,234		8,271		8,126
	Midwest		4,936		4,458		3,288
	Central		5,283		4,588		3,982
	West		11,548		9,146		5,505

			32,693		28,903		22,915

Net new orders - units (a):
	Northeast		3,098		2,738		1,905
	Southeast		9,021		8,651		8,111
	Midwest		4,736		4,684		3,515
	Central		5,125		4,590		3,817
	West		13,009		10,167		4,815

			34,989		30,830		22,163

Net new orders - dollars ($000’s omitted) (a)		$	9,555,000	$	7,731,000	$	4,855,000

Backlog at December 31 - units:
	Northeast		1,535		1,129		831
	Southeast		3,726		2,939		2,559
	Midwest		1,401		1,601		1,375
	Central		1,156		905		903
	West		6,134		4,031		3,010

			13,952		10,605		8,678

Backlog at December 31 - dollars ($000’s omitted)		$	4,147,000	$	2,857,000	$	2,118,000


		Years Ended December 31,

		2003		2002		2001

Total originations:
	Loans		28,655		23,074		19,018

	Principal ($000’s omitted)	$	4,989,500	$	3,771,000	$	2,937,100

Originations for Pulte customers:
	Loans		23,864		19,537		15,402

	Principal ($000’s omitted)	$	4,179,100	$	3,176,500	$	2,385,500


											Accumulated
					Additional						Other
		Common			Paid-in			Unearned			Comprehensive			Retained
		Stock			Capital			Compensation			Income (Loss)			Earnings			Total

Shareholders’ Equity, December 31, 2000			832			109,177			—			185			1,137,737			1,247,931
Common stock issued and stock options exchanged in merger			336			729,051			—			—			—			729,387
Stock option exercise, including tax benefit of $4,982			14			18,505			—			—			—			18,519
Restricted stock award			2			5,556			(5,558	)		—			—			—
Restricted stock award amortization			—			—			1,699			—			—			1,699
Cash dividends declared - $.08 per share			—			—			—			—			(8,110	)		(8,110	)
Comprehensive income:
	Net income		—			—			—			—			301,393			301,393
	Change in fair value of derivatives, net of income taxes of $371		—			—			—			(592	)		—			(592	)
	Foreign currency translation adjustments		—			—			—			(13,562	)		—			(13,562	)

	Total comprehensive income																	287,239

Shareholders’ Equity, December 31, 2001			1,184			862,289			(3,859	)		(13,969	)		1,431,020			2,276,665
Stock option exercise, including tax benefit of $20,651			34			55,667			—			—			—			55,701
Restricted stock award			6			11,313			(11,319	)		—			—			—
Restricted stock award amortization			—			—			5,312			—			—			5,312
Cash dividends declared - $.08 per share			—			—			—			—			(9,773	)		(9,773	)
Stock repurchases			(2	)		(1,793	)		—			—			(3,002	)		(4,797	)
Stock based compensation			—			5,075			—			—			—			5,075
Comprehensive income:
	Net income		—			—			—			—			453,645			453,645
	Change in fair value of derivatives, net of income taxes of $807		—			—			—			(1,288	)		—			(1,288	)
	Foreign currency translation adjustments		—			—			—			(20,114	)		—			(20,114	)

	Total comprehensive income																	432,243

Shareholders’ Equity, December 31, 2002			1,222			932,551			(9,866	)		(35,371	)		1,871,890			2,760,426
Stock option exercise, including tax benefit of $28,742			32			68,203			—			—			—			68,235
Restricted stock award			6			(6	)		—			—			—			—
Restricted stock award amortization			—			—			9,210			—			—			9,210
Cash dividends declared - $.11 per share			—			—			—			—			(13,612	)		(13,612	)
Stock repurchases			(8	)		(6,062	)		—			—			(12,234	)		(18,304	)
Stock based compensation			—			21,305			—			—			—			21,305
Comprehensive income:
	Net income		—			—			—			—			624,634			624,634
	Change in fair value of derivatives, net of income taxes of ($1,055)		—			—			—			1,682			—			1,682
	Foreign currency translation adjustments		—			—			—			(5,453	)		—			(5,453	)

	Total comprehensive income																	620,863

Shareholders’ Equity, December 31, 2003		$	1,252		$	1,015,991		$	(656	)	$	(39,142	)	$	2,470,678		$	3,448,123


			Year Ended December 31, 2001
			($000’s omitted, except per share data)
			As Reported		As Adjusted

Income from continuing operations			$	302,425	$	306,587

Net income			$	301,393	$	305,555

Per share data:
	Basic:
		Income from continuing operations	$	3.08	$	3.12

		Net Income	$	3.07	$	3.11

	Diluted:
		Income from continuing operations	$	3.00	$	3.05

		Net income	$	2.99	$	3.04


	2003		2002

Homes under construction	$	2,124,222	$	1,697,348
Land under development		2,876,256		2,243,478
Land held for future development		527,932		352,771

Total	$	5,528,410	$	4,293,597


	2003			2002

January 1	$	51,973		$	40,866
Warranty reserves provided		84,669			70,966
Payments and other adjustments		(74,426	)		(59,859	)

December 31	$	62,216		$	51,973


	The Company’s Homebuilding segment consists of the following operations:


			Operating Data by Segment ($000’s omitted)
			Years Ended December 31,

			2003			2002			2001

Revenues:
	Homebuilding		$	8,929,798		$	7,363,989		$	5,309,829
	Financial Services			115,847			106,628			77,222
	Corporate			3,281			1,202			2,210

		Total revenues		9,048,926			7,471,819			5,389,261

Cost of sales (a):
	Homebuilding			7,068,520			5,918,524			4,291,943

Selling, general and administrative:
	Homebuilding			863,077			699,498			493,948
	Financial Services			45,867			38,826			35,467
	Corporate			45,235			29,417			15,443

		Total selling, general and administrative		954,179			767,741			544,858

Interest (a):
	Financial Services			7,386			6,753			9,079
	Corporate			42,645			39,416			36,471

		Total interest		50,031			46,169			45,550

Other (income) expense, net:
	Homebuilding			28,551			28,644			20,921
	Corporate			(9,248	)		(5,663	)		7,748

		Total other expense, net		19,303			22,981			28,669

Total costs and expenses				8,092,033			6,755,415			4,911,020

Equity income:
	Homebuilding			32,511			6,744			9,274
	Financial Services			6,252			5,674			4,272

		Total equity income		38,763			12,418			13,546

Income (loss) before income taxes:
	Homebuilding			1,002,161			724,067			512,291
	Financial Services			68,846			66,723			36,948
	Corporate			(75,351	)		(61,968	)		(57,452	)

		Total income before income taxes	$	995,656		$	728,822		$	491,787


			Supplemental Operating Data by Geographic Region
			($000’s omitted)
			Years Ended December 31,

			2003		2002		2001

Revenues:
	Domestic United States		$	8,820,789	$	7,275,745	$	5,354,092
	International			228,137		196,074		35,169

		Total revenues		9,048,926		7,471,819		5,389,261

Cost of sales (a):
	Domestic United States			6,885,249		5,761,468		4,261,006
	International			183,271		157,056		30,937

		Total cost of sales		7,068,520		5,918,524		4,291,943

Selling, general and administrative:
	Domestic United States			912,639		734,408		534,315
	International			41,540		33,333		10,543

		Total selling, general and administrative		954,179		767,741		544,858

Interest (a):
	Domestic United States			50,031		46,169		45,550

Other (income) expense, net:
	Domestic United States			16,436		19,570		28,689
	International			2,867		3,411		(20	)

		Total other expense, net		19,303		22,981		28,669

Total costs and expenses				8,092,033		6,755,415		4,911,020

Equity income:
	Domestic United States			35,297		3,897		5,676
	International			3,466		8,521		7,870

		Total equity in income of joint ventures		38,763		12,418		13,546

Income before income taxes			$	995,656	$	728,822	$	491,787


		Asset Data by Segment ($000’s omitted)

				Financial
		Homebuilding		Services		Corporate		Total

At December 31, 2003:
	Inventory	$	5,601,666	$	—	$	—	$	5,601,666

	Total assets		7,305,447		584,976		172,929	$	8,063,352

At December 31, 2002:
	Inventory	$	4,293,597	$	—	$	—	$	4,293,597

	Total assets		6,075,734		714,274		82,079	$	6,872,087


		Supplemental Asset Data by Geographic Region ($000’s omitted)

		Domestic
		United States		International		Total

At December 31, 2003:
	Inventory	$	5,427,716	$	173,950	$	5,601,666

	Total assets		7,834,374		228,978	$	8,063,352

At December 31, 2002:
	Inventory	$	4,143,827	$	149,770	$	4,293,597

	Total assets		6,690,284		181,803	$	6,872,087


Stock issued to Del Webb stockholders	$	720,111
Cash paid to Del Webb stock option and restricted stockholders		29,498
Fair value of stock options exchanged		9,276
Cash paid for certain change-in-control and consulting arrangements		52,709
Other transaction costs		22,389

Total purchase price			$	833,983


Inventory	$	1,522,797
Other assets		387,301
Trademarks and tradenames		163,000
Accounts payable and other		(494,029	)
Unsecured short-term borrowings		(300,000	)
Subordinated notes		(729,096	)		549,973

Goodwill				$	284,010


	Year Ended
	December 31, 2001
	(Unaudited)

Revenues ($000’s omitted)	$	6,494,795

Income from continuing operations ($000’s omitted)	$	336,856

Basic earnings per share	$	5.73

Diluted earnings per share	$	5.62


	The following is aggregate borrowing information ($000’s omitted):


	At December 31,

	2003		2002

9.5% unsecured senior notes, issued by Pulte Homes, Inc. due 2003, not redeemable prior to maturity, guaranteed on a senior basis by Pulte Homes, Inc. and certain of its 100% owned subsidiaries. See Note 12	$	—	$	174,934
7% unsecured senior notes, issued by Pulte Homes, Inc. due 2003, not redeemable prior to maturity, guaranteed on a senior basis by Pulte Homes, Inc. and certain of its 100% owned subsidiaries. See Note 12		—		99,960
9.375% senior subordinated notes, issued by Del Webb Corporation, called March 2003 for redemption in May 2003, guaranteed by Pulte Homes, Inc. and certain of its 100% owned subsidiaries. See Note 12		—		162,205
10.25% senior subordinated notes, issued by Del Webb Corporation, called December 2003 for redemption in February 2004, guaranteed by Pulte Homes, Inc. and certain of its 100% owned subsidiaries. See Note 12		77,283		98,461
8.375% unsecured senior notes, issued by Pulte Homes, Inc. due 2004, not redeemable prior to maturity, guaranteed on a senior basis by Pulte Homes, Inc and certain of its 100% owned subsidiaries. See Note 12		111,983		111,949
7.3% unsecured senior notes, issued by Pulte Homes, Inc. due 2005, not redeemable prior to maturity, guaranteed on a senior basis by Pulte Homes, Inc. and certain of its 100% owned subsidiaries. See Note 12		124,981		124,970
8.125% unsecured senior notes, issued by Pulte Homes, Inc. due 2011, not redeemable prior to maturity, guaranteed on a senior basis by Pulte Homes, Inc. and certain of its 100% owned subsidiaries. See Note 12		199,127		199,005
7.875% unsecured senior notes, issued by Pulte Homes, Inc. due 2011, callable prior to maturity, guaranteed on a senior basis by Pulte Homes, Inc. and certain of its 100% owned subsidiaries. See Note 12		495,117		494,671
6.25% unsecured senior notes, issued by Pulte Homes, Inc. due 2013, callable prior to maturity, guaranteed on a senior basis by Pulte Homes, Inc. and certain of its 100% owned subsidiaries. See Note 12		297,390		—
7.625% unsecured senior notes, issued by Pulte Homes, Inc. due 2017, not redeemable prior to maturity, guaranteed on a senior basis by Pulte Homes, Inc. and certain of its 100% owned subsidiaries. See Note 12		148,505		148,396
7.875% unsecured senior notes, issued by Pulte Homes, Inc. due 2032, callable prior to maturity, guaranteed on a senior basis by Pulte Homes, Inc. and certain of its 100% owned subsidiaries. See Note 12		298,760		298,717
6.375% unsecured senior notes, issued by Pulte Homes, Inc. due 2033, callable prior to maturity, guaranteed on a senior basis by Pulte Homes, Inc. and certain of its 100% owned subsidiaries. See note 12		397,826		—

	$	2,150,972	$	1,913,268

Estimated fair value	$	2,387,945	$	2,006,173


	Shares
Plan Name	Authorized

Employee Plans
Pulte Homes, Inc. 2002 Stock Incentive Plan		6,000,000
Pulte Corporation 2000 Stock Incentive Plan for Key Employees		5,000,000
Pulte Corporation 1995 Stock Incentive Plan for Key Employees		8,000,000
Pulte Corporation 1994 Stock Incentive Plan for Key Employees		4,000,000
Director Plan
2000 Stock Plan for Nonemployee Directors		500,000


		Options Outstanding						Options Exercisable

		Number		Weighted-		Weighted-		Number		Weighted-
Range of		Outstanding at		Average		Average		Exercisable at		Average
Per Share		December 31		Remaining		Per Share		December 31		Per Share
Exercise Prices		(000’s omitted)		Contract Life		Exercise Price		(000’s omitted)		Exercise Price

$	0.00 to 12.99		1,685		4.5	$	10		1,682	$	10
$	13.00 to 20.00		1,610		5.9	$	17		755	$	16
$	20.01 to 31.00		5,491		7.6	$	22		2,201	$	22
$	31.01 to 44.00		1,991		9.9	$	43		80	$	33


		Current		Deferred			Total

Year ended December 31, 2003
	Federal	$	334,737	$	15,067		$	349,804
	State and other		23,980		4,550			28,530

		$	358,717	$	19,617		$	378,334

Year ended December 31, 2002
	Federal	$	221,178	$	36,545		$	257,723
	State and other		23,808		2,690			26,498

		$	244,986	$	39,235		$	284,221

Year ended December 31, 2001
	Federal	$	179,428	$	(7,879	)	$	171,549
	State and other		18,110		(297	)		17,813

		$	197,538	$	(8,176	)	$	189,362


Years Ending December 31,

2004	$	32,590
2005		25,682
2006		18,375
2007		14,903
2008		11,452
After 2008		23,401

Total minimum lease payments	$	126,403


		Unconsolidated

		Pulte			Guarantor			Non-Guarantor			Eliminating			Consolidated
		Homes, Inc.			Subsidiaries			Subsidiaries			Entries			Pulte Homes, Inc.

ASSETS
Cash and equivalents		$	2,949		$	305,356		$	95,787		$	—		$	404,092
Unfunded settlements			—			140,431			(18,131	)		—			122,300
House and land inventories			—			5,354,460			173,950			—			5,528,410
Land, not owned, under option agreements			—			73,256			—			—			73,256
Residential mortgage loans available-for-sale			—			—			541,126			—			541,126
Land held for sale			—			251,237			—			—			251,237
Goodwill			—			306,993			700			—			307,693
Intangible assets			—			143,704			—			—			143,704
Other assets			81,145			501,052			109,337			—			691,534
Investment in subsidiaries			6,618,888			74,738			1,352,274			(8,045,900	)		—

		$	6,702,982		$	7,151,227		$	2,255,043		$	(8,045,900	)	$	8,063,352

LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities:
Accounts payable, accrued and other liabilities		$	149,572		$	1,547,241		$	200,892		$	—		$	1,897,705
Collateralized short-term debt, recourse solely to applicable non-guarantor subsidiary assets			—			—			479,287			—			479,287
Income taxes			79,391			—			—			—			79,391
Deferred income tax liability			(8,799	)		—			16,673			—			7,874
Senior notes and subordinated notes			2,073,689			77,283			—			—			2,150,972
Advances (receivable) payable - subsidiaries			961,006			(1,124,437	)		163,431			—			—

	Total liabilities		3,254,859			500,087			860,283			—			4,615,229

Shareholders’ Equity:
Common stock			1,252			—			7,823			(7,823	)		1,252
Additional paid-in capital			1,015,991			5,381,553			1,170,349			(6,551,902	)		1,015,991
Unearned compensation			(656	)		—			—			—			(656	)
Accumulated other comprehensive loss			(39,142	)		(2,706	)		(39,142	)		41,848			(39,142	)
Retained earnings			2,470,678			1,272,293			255,730			(1,528,023	)		2,470,678

	Total shareholders’ equity		3,448,123			6,651,140			1,394,760			(8,045,900	)		3,448,123

		$	6,702,982		$	7,151,227		$	2,255,043		$	(8,045,900	)	$	8,063,352


/s/ Richard J. Dugas, Jr.		/s/ Roger A. Cregg

Richard J. Dugas, Jr. President and Chief Executive Officer		Roger A. Cregg Executive Vice President and Chief Financial Officer

/s/ Vincent J. Frees

Vincent J. Frees Vice President and Controller