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EXHIBIT 4.12
FIRST AMENDMENT TO THE
RETIREMENT SAVINGS PLAN FOR THE
EMPLOYEES OF DEL WEBB CORPORATION
Effective January 1, 1976, Del E. Webb Corporation established the
"Retirement Savings Plan for the Employees of Del E. Webb Corporation", now
known as the "Retirement Savings Plan For the Employees of Del Webb
Corporation". Del E. Webb Corporation later changed its name to Del Webb
Corporation and recently merged into a Delaware corporation that bears the same
name and assumed its role as sponsor of the Retirement Savings Plan. Del Webb
Corporation is referred to in this document as the "Company". The Company most
recently amended and restated the Retirement Savings Plan in its entirety
effective January 1, 1999 (the "Plan"). By this First Amendment, the Company
intends to amend the Plan to describe the effect of the merger (the "Merger")
among the Company, Pulte Acquisition Corporation ("Acquisition"), a wholly-owned
subsidiary of Pulte Corporation ("Pulte"), and Pulte, and to permit the Plan to
be administered using electronic media.
1. The provisions of this First Amendment shall be effective as of July
31, 2001, except as otherwise set forth below. With the exception of the change
made by paragraph 4 hereof, this Amendment shall be given no force or effect if
the Merger is not approved by the shareholders of the Company and Pulte.
2. The last sentence of Section 7.8 of the Plan is hereby amended to
provide as follows:
Thus, it does not prevent the Trust from acquiring a level of
ownership in the Company's or Affiliate's common stock that
could cause the Trust to become a Section 16 Insider.
3. Section 7.2(a) is hereby amended by adding the following new
paragraphs to the end thereof:
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The Company and Acquisition, a wholly-owned subsidiary of
Pulte, will be merged effective July 31, 2001 (the "Merger
Effective Date"). As of the Merger Effective Date: (1) all
Company Securities of the Company in the Company Stock Fund
(as defined above) shall be converted to Company Securities of
Pulte, thus eliminating the "Del Webb Stock Fund" as the
Company Stock Fund and adding the "Pulte Homes Stock Fund" as
the Company Stock Fund; and (2) any Participant election to
invest in the Del Webb Stock Fund shall be treated as an
election to invest in Pulte Homes Stock Fund, unless such
election is subsequently changed by the Participant. The ratio
for the conversion shall be as set forth in the applicable
merger documents, which are hereby incorporated by reference.
Notwithstanding any provision of this Plan to the contrary,
during the period commencing approximately 3 to 4 days before
the Merger Effective Date and ending approximately 3 days
after the Merger Effective Date (the "Quiet Period") all
activity impacting the Company Stock Fund shall be suspended.
Thus, during the Quiet Period, Participants will not be
allowed to move any portion of their Accounts into or out of
the Company Stock Fund, and the processing of loans, loan
repayments, withdrawals, installment payments, rollovers and
any other similar transactions shall be postponed for any
Participant whose Account is invested in the Company Stock
Fund as of the first day of the Quiet Period. Participants
will be notified when the Quiet Period has ended. Furthermore,
during the three-week period ending on the Merger Effective
Date, no in-kind distributions shall be made from the Company
Stock Fund to any Participant.
4. Effective January 1, 2001, Section 10.9 of the Plan is hereby
amended by adding to the end thereof the following new subparagraph (p):
(p) To employ electronic media (including, but not limited
to, electronic, internet, intranet, voice response, or
telephone) by which Participants may submit elections,
directions, and forms required for participation in,
and the administration of, this Plan. If the Committee
chooses to use electronic media, any elections,
directions or forms submitted in accordance with the
rules and procedures promulgated by the Committee will
be deemed to satisfy any provision of this Plan calling
for the submission of a written election, direction or
form.
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5. Section 11.3 of the Plan is hereby amended and restated in its
entirety to provide as follows: 11.3 Corporate Reorganization. In the event the
Company is
dissolved or liquidated or shall by appropriate legal
proceedings be adjudged a bankrupt, or in the event judicial
proceedings of any kind result in the involuntary dissolution
of the Company, the Plan shall be terminated. A merger,
consolidation or reorganization of the Company, or the sale of
the Company or of all or substantially all of its assets or
stock, shall not terminate the Plan if either: (a) the Company
is the surviving entity following the corporate
reorganization; or (b) the Company's successor (including the
purchaser of all or substantially all of the Company's stock
or assets), delivers to the Company a written instrument
requesting that it be substituted for the Company and agreeing
to perform all the provisions hereof which the Company is
required to perform. Upon the receipt of said instrument, with
the approval of the Company, the successor shall be
substituted for the Company herein, and each participating
Affiliate and the Company shall be relieved and released from
all obligations of any kind, character or description herein
or in any trust agreement.
This First Amendment shall amend only the provisions of the Plan as set
forth herein, and those provisions not expressly amended hereby shall be
considered in full force and effect.
IN WITNESS WHEREOF, the Company has caused this First Amendment to be
signed by its duly authorized representative as of this 27th day of July, 2001.
DEL WEBB CORPORATION
By: /s/ John A. Spencer
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Its: Executive Vice President
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