8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): February 2, 2005

Pulte Homes, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

Michigan	001-09804	38-2766606
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
100 Bloomfield Hills Parkway, Suite 300, Bloomfield Hills, Michigan		48304
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: 248-647-2750

Not Applicable
______________________________________________
Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

     Restricted Stock and Stock Option Grant. On February 2, 2005, the Compensation Committee of the Board of Directors of Pulte Homes, Inc. approved the grant of shares of restricted stock pursuant to the 2004 Stock Incentive Plan and the Senior Management Annual Incentive Plan to the executive officers. Stock Option Grants were approved by the Compensation Committee at a previous meeting.

	Shares of		Stock Option
Name	Restricted Stock		Grant
William J. Pulte		-0-		-0-
Richard J. Dugas, Jr.		60,000		200,000
Steven C. Petruska		40,000		100,000
Roger A. Cregg		35,000		90,000
John R. Stoller		5,000		15,000

     The restricted stock awards vest three years from the grant date. The date of such restricted stock grant to Mr. Stoller was December 9, 2004. A form of the restricted stock agreement is attached as an Exhibit to this Current Report on Form 8-K and is incorporated by reference herein.

     The Stock Option Grants are ten year non-qualified stock options, which vest over a four year period; 50% after two years, 75% after three years, and 100% after four years. A form of the stock option grant agreement is attached as an Exhibit to this Current Report on Form 8-K and is incorporated by reference herein.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Pulte Homes, Inc.
February 7, 2005	By:	David M. Sherbin
		Name: David M. Sherbin
		Title: Vice President, General Counsel and Secretary

Exhibit Index

Exhibit No.	Description
10.1	Form of Restricted Stock Agreement
10.2	Form of Term Sheet and Stock Option Agreement

EX-10.1

                                                                    EXHIBIT 10.1






                                PULTE HOMES, INC.
                        RESTRICTED STOCK AWARD AGREEMENT



                  Pulte Homes, Inc., a Michigan corporation (the "Company"),
hereby grants to ___________ (the "Holder") as of _________ (the "Grant Date"),
pursuant to the provisions of the Pulte Homes, Inc. Senior Management Annual
Incentive Plan ("SM Plan") and the 2004 Stock Incentive Plan (the "Plan"), a
restricted stock award (the "Award") of ________ shares of the Company's Common
Stock, $.01 par value ("Shares"), upon and subject to the restrictions, terms
and conditions set forth below and Compensation Committee ("Committee")
certification of SM Plan goal achievement for ________. Capitalized terms not
defined herein shall have the meanings specified in the Plan.

     1. Award Subject to Acceptance of Agreement. The Award shall be null and
void unless the Holder shall (a) accept this Agreement by executing it in the
space provided below and returning it to the Company and (b) if requested by the
Company, execute and return one or more irrevocable stock powers to facilitate
the transfer to the Company (or its assignee or nominee) of the Shares subject
to the Award if Shares are forfeited pursuant to Section 4 hereof or if required
under applicable laws or regulations. As soon as practicable after the Holder
has executed this Agreement and, if requested by the Company, such stock power
or powers, and returned the same to the Company, the Company shall cause to be
issued in the Holder's name the total number of Shares subject to the Award.

     2. Rights as a Stockholder. The Holder shall have the right to vote the
Shares subject to the Award and to receive dividends and other distributions
thereon unless and until such Shares are forfeited pursuant to Section 4 hereof;
provided, however, that a dividend or other distribution with respect to such
Shares (including, without limitation, a stock dividend or stock split), other
than a regular cash dividend, shall be subject to the same restrictions as the
Shares with respect to which such dividend or other distribution was made (and
if the Holder shall have received such dividend or other distribution, the
Holder shall deliver the same to the Company and shall, if requested by the
Company, execute and return one or more irrevocable stock powers related
thereto).

     3. Custody and Delivery of Certificates Representing Shares. The Shares
subject to the Award shall be held by the Company or by a custodian in book
entry form, with restrictions on the Shares duly noted, until such Award shall
have vested pursuant to Section 4 hereof, and as soon thereafter as practicable,
subject to Section 5.3 hereof, the vested Shares shall be delivered to the
Holder as the Holder shall direct. Alternatively, in the sole discretion of the
Company, the Company shall hold a certificate or certificates representing the
Shares subject to the Award until such Award shall have vested, in whole or in
part, pursuant to Section 4 hereof, and the Company shall as soon thereafter as
practicable, subject to Section 5.3 hereof, deliver the certificate or
certificates for the vested Shares to the Holder and destroy the stock power or
powers relating to the vested Shares delivered by the Holder pursuant to Section








                                       1







hereof. If such stock power or powers also relate to unvested Shares, the
Company may require, as a condition precedent to delivery of any certificate
pursuant to this Section 3, the execution and delivery to the Company of one or
more stock powers relating to such unvested Shares.

     4. Vesting.

     (a) The Award shall vest (i) on the third anniversary of the Grant Date, or
(ii) earlier pursuant to Section 4(b) or 4(d) hereof or in the event of a Change
in Control (as defined in Section 4(f) hereof).

     (b) If the Holder's employment by the Company terminates by reason of
retirement with the consent of the Company, or terminates by reason of the
Holder's death or disability, the Award shall become fully vested as of the
effective date of the Holder's termination of employment or the date of death,
as the case may be.

     (c) If the Holder's employment by the Company is terminated by the Company
for Cause, the portion of the Award which is not vested as of the effective date
of the Holder's termination of employment shall be forfeited by the Holder and
shall be transferred, without payment of any consideration to the Holder, to the
Company (or its assignee or nominee).

     (d) If the Holder's employment by the Company terminates for any reason
other than a reason specified in Section 4(b) or 4(c) hereof, the portion of the
Award which is not vested as of the effective date of the Holder's termination
of employment shall be forfeited by the Holder and shall be transferred, without
payment of any consideration to the Holder, to the Company (or its assignee or
nominee); provided, however, that the Committee may, in its discretion, make a
determination that part or all of such unvested portion of the Award shall
become fully vested as of the effective date of the Holder's termination of
employment.

     (e) As used herein, "Cause" shall mean a determination by the Company that
the Holder has (i) willfully and continuously failed to substantially perform
the duties assigned by the Company or a Subsidiary with which the Holder is
employed (other than a failure resulting from the Holder's disability), (ii)
willfully engaged in conduct which is demonstrably injurious to the Company or
any Subsidiary, monetarily or otherwise, including conduct that, in the
reasonable judgment of the Company, does not conform to the standard of the
Company's executives or employees, or (iii) engaged in any act of dishonesty,
the commission of a felony, or a significant violation of any statutory or
common law duty of loyalty to the Company or any Subsidiary.

     (f) As used herein, "Change in Control" shall mean:

     (1) the acquisition by any individual, entity or group (a "Person"),
   including any "person" within the meaning of Section 13(d)(3) or 14(d)(2) of
   the Securities Exchange Act of 1934 (the "Exchange Act"), of beneficial
   ownership within the meaning of Rule 13d-3 promulgated under the Exchange
   Act, of 40% or more of either (i) the then outstanding shares of common stock
   of the Company (the "Outstanding Common Stock") or (ii) the combined voting
   power of the then outstanding securities of the Company entitled to vote
   generally in the election of directors (the "Outstanding Voting


                                       2








   Securities"); excluding, however, the following: (A) any acquisition directly
   from the Company (excluding any acquisition resulting from the exercise of an
   exercise, conversion or exchange privilege unless the security being so
   exercised, converted or exchanged was acquired directly from the Company),
   (B) any acquisition by the Company, (C) any acquisition by an employee
   benefit plan (or related trust) sponsored or maintained by the Company or any
   corporation controlled by the Company, (D) any acquisition by any corporation
   pursuant to a transaction which complies with clauses (i), (ii) and (iii) of
   subsection (3) of this Section 4(f) or (E) any acquisition by any one or more
   of William J. Pulte, his spouse, any trust or other entity established for
   the benefit of either or both of such persons, or any charitable organization
   established by either or both of such persons ("Exempt Persons"); provided
   further, that for purposes of clause (B), if any Person (other than the
   Company, any one or more Exempt Persons or any employee benefit plan (or
   related trust) sponsored or maintained by the Company or any corporation
   controlled by the Company) shall become the beneficial owner of 40% or more
   of the Outstanding Common Stock or 40% or more of the Outstanding Voting
   Securities by reason of an acquisition by the Company, and such Person shall,
   after such acquisition by the Company, become the beneficial owner of any
   additional shares of the Outstanding Common Stock or any additional
   Outstanding Voting Securities and such beneficial ownership is publicly
   announced, such additional beneficial ownership shall constitute a Change in
   Control;

     (2) individuals who, as of the date hereof, constitute the Board of
   Directors of the Company (the "Incumbent Board") cease for any reason to
   constitute at least a majority of such Board of Directors; provided that any
   individual who becomes a director of the Company subsequent to the date
   hereof whose election, or nomination for election by the Company's
   stockholders, was approved by the vote of at least a majority of the
   directors then comprising the Incumbent Board shall be deemed a member of the
   Incumbent Board; and provided further, that any individual who was initially
   elected as a director of the Company as a result of an actual or threatened
   solicitation by a Person other than the Board of Directors for the purpose of
   opposing a solicitation by any other Person with respect to the election or
   removal of directors, or any other actual or threatened solicitation of
   proxies or consents by or on behalf of any Person other than the Board of
   Directors shall not be deemed a member of the Incumbent Board;

     (3) the consummation of a reorganization, merger or consolidation or sale
   or other disposition of all or substantially all of the assets of the Company
   (a "Corporate Transaction"); excluding, however, a Corporate Transaction
   pursuant to which (i) all or substantially all of the individuals or entities
   who are the beneficial owners, respectively, of the Outstanding Common Stock
   and the Outstanding Voting Securities immediately prior to such Corporate
   Transaction will beneficially own, directly or indirectly, more than 60% of,
   respectively, the outstanding shares of common stock, and the combined voting
   power of the outstanding securities entitled to vote generally in the
   election of directors, as the case may be, of the corporation resulting from
   such Corporate Transaction (including, without limitation, a corporation
   which as a result of such transaction owns the Company or all or
   substantially all of the Company's assets either directly or indirectly) in
   substantially the same proportions relative to each other as their ownership,
   immediately prior to such Corporate Transaction, of the Outstanding


                                       3








   Common Stock and the Outstanding Voting Securities, as the case may be, (ii)
   no Person (other than: the Company; any employee benefit plan (or related
   trust) sponsored or maintained by the Company or any corporation controlled
   by the Company; the corporation resulting from such Corporate Transaction;
   and any Person which beneficially owned, immediately prior to such Corporate
   Transaction, directly or indirectly, 40% or more of the Outstanding Common
   Stock or the Outstanding Voting Securities, as the case may be) will
   beneficially own, directly or indirectly, 40% or more of, respectively, the
   outstanding shares of common stock of the corporation resulting from such
   Corporate Transaction or the combined voting power of the outstanding
   securities of such corporation entitled to vote generally in the election of
   directors and (iii) individuals who were members of the Incumbent Board will
   constitute at least a majority of the members of the board of directors of
   the corporation resulting from such Corporate Transaction; or

     (4) the consummation of a plan of complete liquidation or dissolution of
   the Company.


      5. Additional Terms and Conditions of Award.

      5.1. Nontransferability of Award. Prior to the vesting of the Shares
subject to the Award, such Shares may not be transferred by the Holder other
than by will, the laws of descent and distribution or pursuant to beneficiary
designation procedures approved by the Company. Except to the extent permitted
by the foregoing, such unvested Shares may not be sold, transferred, assigned,
pledged, hypothecated, encumbered or otherwise disposed of (whether by operation
of law or otherwise) or be subject to execution, attachment or similar process.

      5.2. Investment Representation. The Holder hereby represents and covenants
that (a) any Shares acquired upon the vesting of the Award will be acquired for
investment and not with a view to the distribution thereof within the meaning of
the Securities Act of 1933, as amended (the "Securities Act"), unless such
acquisition has been registered under the Securities Act and any applicable
state securities law; (b) any subsequent sale of any such Shares shall be made
either pursuant to an effective registration statement under the Securities Act
and any applicable state securities laws, or pursuant to an exemption from
registration under the Securities Act and such state securities laws; and (c) if
requested by the Company, the Holder shall submit a written statement, in form
satisfactory to the Company, to the effect that such representation (x) is true
and correct as of the date of acquisition of any Shares hereunder or (y) is true
and correct as of the date of any sale of any such Shares, as applicable. As a
further condition precedent to the delivery to the Holder of any Shares subject
to the Award, the Holder shall comply with all regulations and requirements of
any regulatory authority having control of or supervision over the issuance of
the Shares and, in connection therewith, shall execute any documents which the
Board or the Committee shall in its sole discretion deem necessary or advisable.

      5.3. Withholding Taxes. (a) As a condition precedent to the delivery to
the Holder of any Shares subject to the Award, the Holder shall, upon request by
the Company, pay



                                       4








to the Company such amount of cash as the Company may be required, under all
applicable federal, state, local or other laws or regulations, to withhold and
pay over as income or other withholding taxes (the "Required Tax Payments") with
respect to the Award. If the Holder shall fail to advance the Required Tax
Payments after request by the Company, the Company may, in its discretion,
deduct any Required Tax Payments from any amount then or thereafter payable by
the Company to the Holder or withhold shares.

      (b) The Holder may elect to satisfy his or her obligation to advance the
Required Tax Payments by any of the following means: (1) a cash payment to the
Company pursuant to Section 5.3(a), (2) delivery (either actual delivery or by
attestation procedures established by the Company) to the Company of previously
owned whole Shares (which the Holder has held for at least six months prior to
the delivery of such Shares or which the Holder purchased on the open market and
for which the Holder has good title, free and clear of all liens and
encumbrances) having a Fair Market Value, determined as of the date the
obligation to withhold or pay taxes first arises in connection with the Award
(the "Tax Date"), equal to the Required Tax Payments, (3) authorizing the
Company to withhold from the Shares otherwise to be delivered to the Holder
pursuant to the Award, a number of whole Shares having a Fair Market Value,
determined as of the Tax Date, equal to the Required Tax Payments, or (4) any
combination of (1), (2) and (3). Shares to be delivered or withheld may not have
a Fair Market Value in excess of the minimum amount of the Required Tax
Payments. Any fraction of a Share which would be required to satisfy such an
obligation shall be disregarded and the remaining amount due shall be paid in
cash by the Holder. No certificate representing Shares shall be delivered until
the Required Tax Payments have been satisfied in full.

      5.4. Compliance with Applicable Law. The Award is subject to the condition
that if the listing, registration or qualification of the Shares subject to the
Award upon any securities exchange or under any law, or the consent or approval
of any governmental body, or the taking of any other action is necessary or
desirable as a condition of, or in connection with, the vesting or delivery of
such Shares, the Shares subject to the Award shall not vest or be delivered, in
whole or in part, unless such listing, registration, qualification, consent or
approval shall have been effected or obtained, free of any conditions not
acceptable to the Company. The Company agrees to use reasonable efforts to
effect or obtain any such listing, registration, qualification, consent or
approval.

      5.5. Delivery of Certificates. Subject to Section 5.3, upon the vesting of
the Award, in whole or in part, the Company shall deliver or cause to be
delivered one or more certificates representing the number of vested Shares. The
Company shall pay all original issue or transfer taxes and all fees and expenses
incident to such delivery, except as otherwise provided in Section 5.3.

      5.6. Award Confers No Rights to Continued Employment. In no event shall
the granting of the Award or its acceptance by the Holder give or be deemed to
give the Holder any right to continued employment by the Company or any
affiliate of the Company.

      5.7. Decisions of Board or Committee. The Pulte Homes, Inc Board of
Directors or the Compensation Committee shall have the right to resolve all
questions which may arise in connection with the Award. Any interpretation,
determination or other action made or


                                       5









taken by the Board or the Committee regarding the Plan or this Agreement shall
be final, binding and conclusive.

      5.8. Agreement Subject to the Plan. This Agreement is subject to the
provisions of the Plan and the SM Plan and shall be interpreted in accordance
therewith. The Holder hereby acknowledges receipt of a copy of the Plan and the
SM Plan.

      6. Miscellaneous Provisions.

      6.1. Employment by Subsidiary. References in this Agreement to employment
by the Company shall also mean employment by a Subsidiary.

      6.2. Successors. This Agreement shall be binding upon and inure to the
benefit of any successor or successors of the Company and any person or persons
who shall, upon the death of the Holder, acquire any rights hereunder in
accordance with this Agreement or the Plan.

      6.3. Notices. All notices, requests or other communications provided for
in this Agreement shall be made, if to the Company, to Pulte Homes, Inc., 100
Bloomfield Hills Parkway, Suite 300, Bloomfield Hills, Michigan 48304,
Attention: SVP and General Counsel and if to the Holder, to the last known
mailing address of the Holder contained in the records of the Company. All
notices, requests or other communications provided for in this Agreement shall
be made in writing either (a) by personal delivery, (b) by facsimile with
confirmation of receipt, (c) by mailing in the United States mails or (d) by
express courier service. The notice, request or other communication shall be
deemed to be received upon personal delivery, upon confirmation of receipt of
facsimile transmission, or upon receipt by the party entitled thereto if by
United States mail or express courier service; provided, however, that if a
notice, request or other communication is not received during regular business
hours, it shall be deemed to be received on the next succeeding business day of
the Company.

      6.4. Governing Law. This Agreement, the Award and all determinations made
and actions taken pursuant hereto and thereto, to the extent not otherwise
governed by the laws of the United States, shall be governed by the laws of the
State of Michigan and construed in accordance therewith without giving effect to
conflicts of laws principles.

      6.5. Counterparts. This Agreement may be executed in two counterparts each
of which shall be deemed an original and both of which together shall constitute
one and the same instrument.

                                        PULTE HOMES, INC.


                                        By:___________________________________
                                                Name:_________________________
                                                Title:________________________




                                       6







Acknowledgment, Acceptance and Agreement:

By signing below and returning this Agreement to Pulte Homes, Inc. at the
address stated herein, I hereby acknowledge receipt of the Agreement, the Plan,
and the SM Plan, accept the Award granted to me and agree to be bound by the
terms and conditions of this Agreement, the Plan and the SM Plan.


__________________________________________
                 Holder





                                       7

EX-10.2

                                                                    EXHIBIT 10.2

                             STOCK OPTION AGREEMENT

                                   TERM SHEET

Under the Pulte Homes, Inc. 2004 Stock Incentive Plan @Plan_Name (the "Plan"),
__________("Employee") has been granted ________ non-qualified stock options to
purchase the Option Shares listed below. Certain terms and conditions of the
Option are set forth immediately below in this "Term Sheet". Other terms and
conditions are set forth in the "Attachment" which is appended to this Term
Sheet. The Term Sheet and the Attachment are together the "Agreement" which is
made and entered into between Pulte Homes Corporation (formerly known as Pulte
Corporation), a Michigan corporation ("Corporation"), and Employee as of the
Grant Date. Capitalized terms not otherwise defined in this Term Sheet are
defined in the Plan or the Attachment, as the case may be.


                   Grant Date:
      Number of Option Shares:
           Stock Option Price:

              Expiration Date:   This Option shall expire on, and in no event
                                 may any portion of this Option be exercised
                                 after, _________ (i.e. the tenth anniversary
                                 of the Grant Date), except as otherwise
                                 provided in the Plan and the Attachment.

Vesting and Exercise Schedule:   This Option shall become vested and exercisable
                                 with respect to the Option Shares according to
                                 the following vesting and exercise schedule,
                                 except as otherwise provided in the Plan and
                                 the Attachment:

                                 - 50% of the Option Shares vest and become
                                   exercisable on the second anniversary of the
                                   grant date

                                 - 25% of the Option Shares vest and become
                                   exercisable on the third anniversary of the
                                   grant date

                                 - 25% of the Option Shares vest and become
                                   exercisable on the fourth anniversary of the
                                   grant date

Employee acknowledges receipt of copies of the Attachment and the Plan (which
are incorporated by reference and made a part hereof) and this Term Sheet and
agrees to abide by all of the terms and conditions of the Plan and the
Agreement.

In witness whereof, the parties have executed the Agreement as of ____________ .

                                      PULTE HOMES, INC.,
                                          a Michigan corporation

                                          By:
                                             -----------------------------------



Agreed and Accepted:
Signature:
          ----------------------------------------






                             STOCK OPTION AGREEMENT

                                   ATTACHMENT


         THIS ATTACHMENT, together with the Term Sheet, constitute the Stock
Option Agreement which is made and entered into as of the Grant Date between
Pulte Homes, Inc. (formerly known as Pulte Corporation), a Michigan corporation
("CORPORATION"), and the employee listed in the Term Sheet ("EMPLOYEE").
Capitalized terms not otherwise defined in Section 17 below or the Term Sheet
shall have the respective meanings ascribed to them in the Plan.

                                    RECITALS

         A.       The Corporation previously established the Plan for certain
key employees of the Corporation and its Subsidiaries selected by the Committee
in its Discretion to be Participants in the Plan.

         B.       The Plan provides that the Committee may in its Discretion
grant one or more Options to Participants.

         C.       The Committee has granted to the Employee an Option to acquire
a certain number of Shares from the Corporation pursuant to the Plan and the
Agreement.

         NOW, THEREFORE, the parties agree as follows:

         1.       THE PLAN.  The Plan is hereby incorporated by reference and
made part of the Agreement and the parties shall be bound by the terms and
conditions of the Plan. The Employee hereby acknowledges receipt of a copy of
the Plan.

         2.       GRANT.  The Agreement hereby confirms that the Committee has
granted the Employee an Option to purchase the Shares listed in the Term Sheet
(each an "OPTION SHARE") in accordance with the Plan.

         3.       STOCK OPTION PRICE.  The Stock Option Price for each Option
Share is listed in the Term Sheet.

         4.       VESTING.

                  (a)   GENERALLY. Except as otherwise provided in the Plan or
the Agreement, this Option shall automatically become vested and exercisable
with respect to the Option Shares as set forth in the Term Sheet until the
termination of this Option.



                                       2


                  (b)   CHANGE IN CONTROL. In the event of a Change in Control,
this Option shall immediately vest and become exercisable on the date of such
Change in Control with respect to all Option Shares until the termination of
this Option.

                  (c)   AGE AND YEARS OF SERVICE EQUAL OR EXCEED SEVENTY YEARS.
If the employment of the Employee with the Corporation or a Subsidiary, as
applicable, terminates (other than for Cause) and the Seventy Year Rule is
satisfied on or before the date of such termination, the employment of such
Employee with the Corporation or such Subsidiary shall be treated as if it
continued on a full-time basis for purposes of determining the vesting of this
Option under this Section 4.

                  (d)   OTHER EMPLOYMENT TERMINATION. Except as provided by
Section 4(b) and (c) above, in the event that the Employee shall cease being
employed by the Corporation or a Subsidiary, as applicable, for any reason
(including, but not limited to death, Permanent Disability or Cause) before the
date on which any portion of this Option shall vest and become exercisable, such
portion of this Option shall immediately terminate and never become exercisable
with respect to any Option Shares.

         5.       EXERCISE PERIOD.

                  (a)   TEN YEAR PERIOD.  Notwithstanding anything in the
Agreement to the contrary, this Option shall terminate on, and in no event may
this Option be exercised in whole or in part after the Expiration Date.

                  (b)   DEATH; PERMANENT DISABILITY. In the event that the
Employee's employment with the Corporation or a Subsidiary, as applicable,
terminates because of the death or Permanent Disability of the Employee, this
Option, to the extent vested and exercisable under the Agreement, shall remain
fully exercisable until the Expiration Date.

                  (c)   FIVE YEARS OF SERVICE. In the event that the Employee
has rendered at least five (5) Years of Service on or before the date on which
the Employee's employment with the Corporation or a Subsidiary, as applicable,
terminates (other than for Cause), this Option, to the extent vested and
exercisable under the Agreement, shall remain exercisable until the Expiration
Date.

                  (d)   AGE AND YEARS OF SERVICE EQUAL OR EXCEED SEVENTY YEARS.
If the employment of the Employee with the Corporation or a Subsidiary, as
applicable, terminates (other than for Cause) and the Seventy Year Rule is
satisfied on or before the date of such termination, the employment of such
Employee with the Corporation or such Subsidiary shall be treated as if it
continued on a full-time basis for purposes of determining the exercise of this
Option under the Agreement.

                  (e)   OTHER EMPLOYMENT TERMINATION. In the event that the
Employee's employment with the Corporation or a Subsidiary, as applicable,
terminates for any reason other than (i) for death, (ii) for Permanent
Disability, (iii) after rendering five (5) Years of Service, (iv) after
satisfying the Seventy Year Rule, or (v) for Cause, to the extent that this
Option is vested

                                       3





and exercisable under the Agreement on the date of such termination, this Option
shall remain exercisable until the close of the three (3) month period beginning
on the date of such event or until the Expiration Date, whichever is the shorter
period.

                  (f)   TERMINATION FOR CAUSE. In the event that the Employee's
employment with the Corporation or a Subsidiary, as applicable, terminates for
Cause before, on or after this Option becomes vested and exercisable under the
Agreement, this Option shall automatically terminate and cease to be exercisable
effective as of the close of the day before such event.

         6.       METHOD OF EXERCISE.

                  (a)   Subject to the limitations set forth in the Agreement,
this Option may be exercised by the Employee:

                        (i)     by paying the Stock Option Price as follows:
(A) in cash; (B) in previously owned whole Shares (for which the Employee has
good title, free and clear of all liens and encumbrances) with an aggregate Fair
Market Value equal to such Stock Option Price; (C) by authorizing the
Corporation to retain whole Shares which would otherwise be issuable upon
exercise of this Option having a Fair Market Value equal to such Stock Option
Price; (D) in cash by a broker-dealer acceptable to the Corporation to whom the
Employee has submitted an irrevocable notice of exercise; (E) in such other
manner as the Committee in its Discretion shall determine; or (F) a combination
of the methods described in clauses (A), (B), (C) and (D) above, and

                        (ii)    by executing such documents as the Corporation
may reasonably request.

                  (b)   No Shares shall be issued upon exercise of this Option
until the full Stock Option Price has been paid.

         7.       NONTRANSFERABILITY OF OPTION. This Option may not be
transferred by the Employee other than by will or the laws of descent and
distribution. During the Employee's lifetime, this Option is exercisable only by
the Employee or his guardian or legal representative, provided that, if so
determined by the Committee in its Discretion, the Employee may, in a manner
designated by the Committee, designate a beneficiary to exercise the rights of
the Employee under this Option upon the death of the Employee. Absent such a
designation, in case of death, such Option shall be exercisable by the executor,
administrator or legal representative of the deceased Employee. Except as
permitted by the foregoing, this Option may not be sold, transferred, assigned,
pledged, hypothecated or otherwise disposed of (whether by operation of law or
otherwise) or subject to execution, attachment or similar process. Any attempted
sale, transfer, assignment, pledge, hypothecation or encumbrance, or other
disposition of this Option shall be null and void.

         8.       INVESTMENT REPRESENTATION. The Employee hereby represents and
covenants that, (a) any Option Shares purchased upon exercise of this Option
will be purchased for investment and not with a view to the distribution thereof
within the meaning of the Securities Act, unless such Option Shares have been
registered under the Securities Act and any applicable

                                       4



state securities laws; (b) any subsequent sale of any such Option Shares, unless
the issuance thereof has been registered under the Securities Act and any
applicable state securities laws, shall be made either pursuant to an effective
registration statement under the Securities Act and any applicable state
securities laws, or pursuant to an exemption from registration under the
Securities Act and such state securities laws; and (c) if requested by the
Corporation, the Employee shall submit a written statement in form satisfactory
to the Corporation, to the effect that such representation (i) is true and
correct as of the date of purchase of any Option Shares hereunder or (ii) is
true and correct as of the date of any sale of any such Option Shares, as
applicable. As a further condition precedent to any exercise of this Option, the
Employee shall comply with all regulations and requirements of any regulatory
authority having control of, or supervision over, the issuance of the Option
Shares and, in connection therewith, shall execute any documents which the Board
of Directors or the Committee shall in its Discretion, deem necessary or
advisable.

         9.       WITHHOLDING TAXES.

                  (a)   As a condition precedent to any exercise of this Option,
the Employee shall, upon request by the Corporation, pay to the Corporation in
addition to the purchase price of the Option Shares being purchased, such amount
as the Corporation may be required, under all applicable federal, state, local
or other laws or regulations, to withhold and pay over as income or other
withholding taxes (the "REQUIRED TAX PAYMENTS") with respect to such exercise of
this Option and any related exercise by the Employee of his rights under this
Section 9. If the Employee shall fail to pay to the Corporation the Required Tax
Payments after request by the Corporation, the Corporation or a Subsidiary, as
applicable, through any of their respective officers may deduct any Required Tax
Payments from any amount then or thereafter payable by the Corporation or such
Subsidiary, as applicable, to the Employee.

                  (b)   The Employee may, at his or her election, satisfy his or
her obligation to make the Required Tax Payments by any of the following means:
(i) a cash payment to the Corporation in an amount equal to the Required Tax
Payments; (ii) by surrendering to the Corporation previously owned whole Shares
(for which the Employee has good title, free and clear of all liens and
encumbrances) with an aggregate Fair Market Value equal to the Required Tax
Payments; (iii) by authorizing the Corporation to retain from the Option Shares
otherwise issuable to the Employee pursuant to the Employee's exercise of this
Option a number of whole Option Shares with an aggregate Fair Market Value (less
the aggregate Stock Option Price for such retained Shares) equal to the Required
Tax Payments; (iv) a cash payment by a broker-dealer acceptable to the
Corporation to whom the Employee has submitted an irrevocable notice of
exercise; (v) by such other arrangements as the Committee in its Discretion
shall determine; or (vi) any combination of the methods described in clauses
(i), (ii), (iii) and (iv) above. Any fraction of a Share that would be required
to satisfy such an obligation shall be disregarded and the remaining amount due
shall be paid in cash by the Employee.

         10.      ADJUSTMENT. In the event of a stock split, stock dividend,
combination of Shares or any other change in the Corporation's common stock, a
dividend or other distribution payable in cash or property, or an exchange of
Shares for other securities, reclassification, reorganization, liquidation or
other similar event, the Committee shall make appropriate adjustments to either
or both of (a) the number of Shares then remaining available to be issued under
this Option or (b)




                                       5


the Stock Option Price that will apply to such Option Shares so as to maintain
the intended value of this Option. If any such adjustment would result in a
fractional Share being available for purchase under this Option, such fractional
Share shall be disregarded. The decision of the Committee regarding the amount
and timing of any adjustment under this Section 10 shall be conclusive.

         11.      CHANGE IN CONTROL. In order to maintain the Employee's rights
in the event of any Change in Control of the Corporation, the Committee, as
constituted before such Change in Control, may in its Discretion take any one or
more of the following actions: (a) provide for the acceleration of the vesting
of this Option so that this Option may be exercised in full on or before a date
fixed by the Committee; (b) provide for the repurchase of any such Option, in
whole or in part, upon the Employee's request, for an amount of cash equal to
the Fair Market Value (less the Stock Option Price) of the Option Shares that
could have been purchased by the Employee upon the exercise of such Option had
such Option been currently exercisable; (c) make such adjustment to any such
Option as the Committee deems appropriate to reflect such Change in Control; or
(d) cause any such Option to be assumed, or new rights substituted therefor, by
the acquiring or surviving corporation after such Change in Control. The
foregoing provisions shall be in addition to and shall not limit in any way the
accelerated vesting provisions of Section 4(b) above in the event of such a
Change in Control.

         12.      COMPLIANCE WITH APPLICABLE LAW. This Option is subject to the
condition that if the listing, registration or qualification of the Shares
subject to this Option upon any securities exchange or under any law, or the
consent or approval of any governmental body, or the taking of any other action
is necessary or desirable as a condition of, or in connection with, the purchase
or delivery of Shares hereunder, the Option may not be exercised, in whole or in
part, unless such listing, registration, qualification, consent or approval
shall have been effected or obtained. The Corporation agrees to make every
reasonable effort to effect or obtain any such listing, registration,
qualification, consent or approval.

         13.      NO RIGHTS AS COMMON STOCKHOLDER. The Employee shall not be
entitled to any privileges of ownership with respect to the Option Shares unless
and until purchased and delivered upon the exercise of this Option, in whole or
in part, and the Employee becomes a stockholder of record with respect to such
delivered Shares; and the Employee shall not be considered a stockholder of the
Corporation with respect to any such Shares not so purchased and delivered.

         14.      NO RIGHTS TO CONTINUED EMPLOYMENT. Nothing in the Plan or in
the Agreement shall confer upon any individual any right to continue in the
employ of the Corporation or a Subsidiary for a specified period of time or
interfere with the right of such Corporation or Subsidiary, as applicable, to
terminate such employment at any time.

         15.      DECISIONS OF COMMITTEE. The Committee shall have the right to
resolve all questions that may arise in connection with this Option or its
exercise. Any interpretation, determination or other action made or taken by the
Committee regarding the Plan or the Agreement shall be final, binding and
conclusive.



                                       6


         16.      CORPORATION TO RESERVE SHARES. The Corporation shall at all
times prior to the expiration or termination of this Option reserve and keep
available, either in its treasury or out of its authorized but unissued Shares,
the full number of Shares subject to this Option from time to time.

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

                  "AGREEMENT" shall have the meaning set forth in the Term
Sheet.

                  "ATTACHMENT" shall mean this Attachment.

                  "ATTAINED AGE" shall mean the Employee's chronological age
(not the Employee's age on the nearest birthday).

                  "CAUSE" shall mean intentional or willful misconduct, gross
neglect of duties or other material acts or omissions detrimental to the best
interest of the Corporation or a Subsidiary.

                  "CHANGE IN CONTROL" shall mean the occurrence of any of the
following events:

                     (a)      a change in control of a nature that would be
required to be reported in response to Item 6(e) of Schedule 14A of Regulation
14A under the Exchange Act or any successor provisions, regardless of whether
the Corporation is then subject to such reporting requirement; or

                     (b)      any "person" (as such term is used in Sections
13(d) and 14(d) of the Exchange Act), other than William J. Pulte, is or becomes
the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act),
directly or indirectly, of securities of the Corporation representing 40% or
more of the combined voting power of the Corporation's then outstanding
securities; or

                     (c)      any change in the composition of the Corporation's
Board of Directors resulting in a majority of the present directors not
constituting a majority, provided that in making such determination, directors
who were elected, or nominated for election, to the Corporation's Board of
Directors with the affirmative votes of at least a majority of such present
directors will be excluded; or

                     (d)      there shall be consummated:

                              (i)     any consolidation, reorganization or
merger of the Corporation in which the Corporation is not the continuing or
surviving corporation or pursuant to which Shares would be converted into cash,
securities, or other property, other than a merger of the Corporation in which
the holders of the Shares immediately prior to the merger have the same
proportionate ownership of common stock of the surviving corporation immediately
after the merger, or



                                       7


                              (ii)    any sale, lease, exchange, or other
transfer (in one transaction or a series of related transactions) of all, or
substantially all, of the assets of the Corporation, or

                              (iii)   an approval by the shareholders of the
Corporation of a plan or proposal for the liquidation or dissolution of the
Corporation.

                  "CODE" shall mean the Internal Revenue Code of 1986, as
amended, or any successor thereof.

                  "CORPORATION" shall mean Pulte Homes, Inc. (formerly known as
Pulte Corporation), a Michigan corporation, or any successor thereof.

                  "DISCRETION" shall mean, in the sole discretion of the
Committee with no requirement whatsoever that the Committee follow past
practices, act in a manner consistent with past practices, or treat a key
employee in a manner consistent with the treatment afforded other key employees
with respect to the Plan.

                  "EMPLOYEE" shall have the meaning set forth in the
introductory paragraph of this Attachment.

                  "EXPIRATION DATE" shall have the meaning set forth in the Term
Sheet.

                  "FAIR MARKET VALUE" as of a specified date shall be determined
by the Committee and may be determined by taking the mean between the highest
and lowest quoted selling prices of the Shares on any exchange or other market
on which the Shares shall be traded on such date, or if there are no sales on
such date, on the next following day on which there are sales.

                  "GRANT DATE" shall mean the date listed in the Term Sheet.

                  "OPTION" or "OPTIONS" shall mean the right to purchase the
Option Shares.

                  "OPTION SHARE" shall have the meaning set forth in Section 2
of this Attachment.

                  "PERMANENT DISABILITY" means sickness or disability extending
for more than three consecutive months as a result of which the Employee is
unable to perform his or her duties for the Corporation or a Subsidiary, as
applicable, in the required and customary manner and a determination by the
Corporation that such sickness or disability will continue for not less than an
additional three months. The date of Permanent Disability shall be the date that
the Corporation sends written notice to the Employee of such determination and
of the termination of employment.

                  "PLAN" shall mean the Plan listed in the Term Sheet.

                  "REQUIRED TAX PAYMENT" shall have the meaning set forth in
Section 9(a) of this Attachment.



                                       8


                  "SECURITIES ACT" shall mean the Securities Act of 1933, as
amended.

                  "SEVENTY YEAR RULE" shall mean that the sum of (a) the
Attained Age of the Employee (excluding fractional periods) and (b) the total
number of Years of Service of the Employee (excluding fractional periods) equals
or exceeds seventy (70) years.

                  "SHARES" shall mean shares of the common stock of the
Corporation.

                  "STOCK OPTION PRICE" shall have the meaning set forth in
Section 3 of this Attachment.

                  "TERM SHEET" shall mean the term sheet which is appended to
this Attachment and which has been executed by the Corporation and the Employee.

                  "YEAR OF SERVICE" shall mean each twelve (12) month period
(beginning with the date on which the Employee's employment with the Corporation
or any Subsidiary commenced) during which the Employee was employed by the
Corporation and/or any Subsidiary on a full-time basis; provided, however, that
the Employee's employment with any corporation or other entity for periods
before such corporation or other entity was acquired in whole or in part by the
Corporation and/or any Subsidiary for acquisitions that occur after December 31,
2000 shall not be counted.

         18.      MISCELLANEOUS.

                  (a)      DESIGNATION AS NONQUALIFIED STOCK OPTION.  The Option
is hereby designated as not constituting an "incentive stock option" within the
meaning of Code Section 422. The Agreement shall be interpreted and treated
consistently with such designation.

                  (b)      SUCCESSORS. The Agreement shall bind and inure to the
benefit of any successor or successors of the Corporation and any person or
persons who shall, upon the death of the Employee, acquire any rights hereunder.

                  (c)      ENTIRE UNDERSTANDING. The Agreement contains the
entire understanding of the parties hereto with respect to the subject matter of
the Agreement and supersedes all prior agreements, written or oral, with respect
thereto. The Agreement shall not be amended without the consent of each of the
parties hereto.

                  (d)      GOVERNING LAW.  The validity, interpretation and
performance of the Agreement shall be controlled and constructed under the laws
of the State of Michigan (without regard to the conflict of law principles).

                  (e)      JURISDICTION; SERVICE OF PROCESS. Any action or
proceeding seeking to enforce any provision of, or based on any right arising
out of, the Agreement shall be brought against the parties, as the sole and
exclusive forum, in the courts of the State of Michigan in the County of
Oakland, or in the United States District court for the Eastern District of
Michigan, Southern Division, and each party consents to the jurisdiction of such
courts (and of the

                                       9




appropriate appellate courts) in any such action or proceeding and waives any
objection to venue laid therein.

                  (f)      NOTICES. Any notice or other communication required
or permitted under the Agreement shall be in writing and shall be delivered (i)
by hand, (ii) by facsimile transmission (with confirmation of receipt from the
sender's machine), (iii) by reputable overnight courier such as Federal Express,
or (iv) by certified or registered mail, postage prepaid and shall be deemed
given when so delivered by hand, delivered by facsimile transmission during
normal business hours of the recipient party or reputable overnight courier or,
if mailed, three days after the date mailed, as follows:

                                                          
                          (i)   If to the Corporation, at:   Pulte Homes, Inc.
                                                             33 Bloomfield Hills Parkway
                                                             Suite 200
                                                             Bloomfield Hills, MI  48304-2946

                                                             Attention:  Vice President, General
                                                                         Counsel and Secretary

                                                             With a copy to the Treasurer of the
                                                             Corporation at the same address.

                          (ii)  If to the Employee, at the address contained in the Corporation's
                                records.





Either party may from time to time change its address for purposes of the
Agreement by giving notice specifying such change to the other party.

                  (g)      COUNTERPARTS. The Agreement may be executed in two
counterparts, each of which shall be deemed an original and both of which, when
taken together, shall constitute one and the same instrument.

                  (h)      FURTHER ASSURANCES.  Each party agrees to execute
such further instruments and documents and to do such further acts as may be
reasonably requested by the other party to carry out the matters contemplated by
the Agreement.

                  (i)      HEADINGS.  Captions and headings used herein are for
convenience only and are not a part of the Agreement and shall not be used in
construing it.



                                       10