AGREEMENT AND PLAN OF MERGER by and among PULTE HOMES, INC., PI NEVADA BUILDING COMPANY and CENTEX CORPORATION Dated as of April 7, 2009Merger Agreement • April 10th, 2009 • Pulte Homes Inc/Mi/ • Operative builders • Nevada
AGREEMENT AND PLAN OF MERGER, dated as of April 7, 2009 (the “Agreement”), among Pulte Homes, Inc., a Michigan corporation (“Parent”), Pi Nevada Building Company, a Nevada corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”) and Centex Corporation, a Nevada corporation (the “Company”).
FIRST AMENDMENT TO SECTION 382 RIGHTS AGREEMENTSection 382 Rights Agreement • April 10th, 2009 • Pulte Homes Inc/Mi/ • Operative builders • New York
This First Amendment, dated as of April 7, 2009 (this “Amendment”), to the Section 382 Rights Agreement, dated as of March 5, 2009 (the “Section 382 Rights Agreement”), is made between Pulte Homes, Inc., a Michigan corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company (the “Rights Agent”). Capitalized terms not otherwise defined herein have the meanings given to such terms in the Section 382 Rights Agreement.
CONSULTING AGREEMENTConsulting Agreement • April 10th, 2009 • Pulte Homes Inc/Mi/ • Operative builders • Texas
THIS CONSULTING AGREEMENT (this “Agreement”), dated as of April 7, 2009, is entered into by and between Pulte Homes, Inc, a Michigan corporation (the “Company”), and Timothy R. Eller (the “Consultant”) effective as of the Effective Time (as defined in the Agreement and Plan of Merger, dated as of April 7, 2009, by and among the Company, Pi Nevada Building Company, a Nevada corporation and a direct wholly owned subsidiary of the Company (“Merger Sub”) and Centex Corporation, a Nevada corporation (“Centex”) (the “Merger Agreement”)). If the Effective Time (as defined in the Merger Agreement) does not occur, this Agreement will be void ab initio and of no force and effect.
