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§20.103PROXY STATEMENTS : STRATEGY & FORMS 20-114 © 1997 Jefren Publishing Company, Inc. The affirmative vote of the holders of a majority of the shares of Common Stock present in person or by proxy at the Annual Meeting will be necessary to adopt the Long-Term Compensation Plan. Abstentions, withheld votes and broker non-votes will not be deemed votes cast in determining approval of this proposal, but they will be counted for purposes of determining whether a quorum is present. The Company expects that its officers and direct ors who are also shareholders will vote for the proposal. The Board of Directors recommends a vote FOR the proposal to adopt the Long-Term Compensation Plan. Proxies solicited by management will be so voted unless shareholders specify in their proxies a contrary choice. APPENDIX A PULTE CORPORATION Long-Term Compensation Plan 1. Purpose of Plan. The purpose of the Plan is to provide key employees of the Corporation and its Subsidiaries with an increased incentive to make significant and extraordina ry contributions to the long-term performance and growth of the Corporation and its Subsidiaries, to join the interests of key employees with the interests of the shareholders of the Corporation and to facilitate attracting and retaining key employees of exceptional ability. 2. Participation. The Committee shall determine and designate from time to time, in i ts Discretion, those key employees of the Corporation or any Subsidiary who shall become Participants in the Plan. 3.Written Agreement. Each Participant shall execute one or more written agreements ("Corporation-Participant Agreement") containing such provisions as may be approved by the Committee. Each such Corporation-Participant Agreement shall constitute a binding cont ract between the Corporation and the Participant and every Participant, upon acceptance of suc h Agreement, shall be bound by the terms of the Plan and such Agreement. The terms of such Corporation-Participant Agreement shall be in accordance with the Plan, but each Agree ment may include such additional provisions and restrictions determined by the Committee, in its Discretion, provided that such additional provisions and restrictions are not inconsistent wit h the terms of the Plan. 4. Compensation Formula and Limitations. (a) Subject to the terms of the Plan, Target Cash Compensation shall be awarded to each Participant ("Target Cash Compensation Award") equal to the sum of the Base Amount and the Profit Sharing Amount. These amounts will be awarded upon achievement of pre- established objective performance goals using one or more of the following business criteria: average return on equity, average return on invested capital, pre-tax income and target business mix, all as defined in the Plan and/or Corporation-Participant Agreements. Payments of the Target Cash Compensation Award for each Participant will be computed based upon the achievement of one or more of these preestablished objective performance goals. (b) The maximum amount of compensation that could be paid to any employee under the Plan is Four Million Seven Hundred Thousand Dollars ($4,700,000). INCENTIVE COMPENSATION PLANS§20.103 July 1997 20-115 5. Payment. (a) Subject to the terms of the Plan, the Corporation shall pay to a Participant the Participant's Target Cash Compensation Award as soon as reasonably practicable after the Measurement Period and after payment is approved by the Committee; provided, however, that during the Election Period the Participant may elect, subject to and under the terms of the Pulte Corporation Long-Term Compensation Deferral Plan, to defer the receipt of al l or a portion of the Participant's Target Cash Compensation Award. (b) As a condition to participation in the Plan, each Participant shall remain in the continuous employ of the Corporation or a Subsidiary for the Measurement Period. If a Participant does not remain in the continuous employ of the Corporation or a Subsidiary for the Measurement Period for any reason whatsoever including, without limitation, terminati on of employment with or without Cause, all rights under the Plan shall terminate and ha ve no further force or effect and the Participant shall not be entitled to any compensat ion hereunder. (c) Notwithstanding Section 5(b) above, if a Participant's employment with the Corporation or a Subsidiary shall be terminated at any time because of the Partic ipant's death or Permanent Disability, the Target Cash Compensation Award allocable to the Parti cipant shall be payable to the Participant or the Participant's legal representative or representatives in the case of Permanent Disability, or to the person or persons entitled to such payment under the Participant's will in the event of the Participant's death, or if the Participant shall fail to make testamentary disposition of such compensation and shall die intestat e, to the Participant's legal representative or representatives; provided, however, that the commit tee may in its Discretion reduce all or a portion of the Target Cash Compensation Award allocable to a Participant whose employment with the Corporation or a Subsidiary t erminates because of the Participant's death or Permanent Disability during the Measurement Peri od. Such payment shah be made in accordance with Section 5(a) above. (d) Notwithstanding anything in the Plan to the contrary, to the extent that the deduction for a Target Cash Compensation Award would be disallowed under Section 162(m) of the Code, the payment of the Target Cash Compensation Award would automatically be deferred until the following tax year or years of the Corporation. 6. Reduction in Responsibility. (a) If the Participant takes another position within the Corporation or a Subsidiary during the Measurement Period, whether initiated by either the Participant, the Corporation or a Subsidiary, which does not involve comparable or greater executive responsibilities (a "Reduction in Responsibility'' ), any rights under the Plan shall lapse and shall be of no further force and effect and the Participant shall not be entitled to any compensation under the Plan. (b) The Committee shall make the determination of whether an executive posit ion involves comparable or greater executive responsibilities and its decision shall be bi nding on the Participant, the Corporation and its Subsidiaries. If the Committee determi nes that a position does not involve comparable or greater executive responsibilities, resulting in a loss of all rights not otherwise vested, the Corporation or the relevant Subsidiary will notify the Participant in writing. §20.103PROXY STATEMENTS : STRATEGY & FORMS 20-116 © 1997 Jefren Publishing Company, Inc. 7. Change in Control. Notwithstanding anything to the contrary in the Plan, upon the occurrence of a Change in Control: (a) The Target Cash Compensation Award of each Participant shall be determined for the period which began on January 1, 1996 and ends on the date of the Change in Control. (b) The Target Cash Compensation Award of each Participant shall become fully vested. (c) The Corporation shall pay to a Participant the Participant's Target Cash Compensation Award which becomes payable under Section 5, as soon as reasonably practicable after the Change in Control. 8. Administration. The Plan shall be administered by the Committee. Subject to the terms of the Plan, the Committee is authorized to interpret the Plan, to make, a mend and rescind rules and regulations relating to the Plan and to make all other determinations nec essary or advisable for the Plan's administration. Interpretation and construction of any provision of the Plan by the Committee shall, unless otherwise determined by the Board of Directors of the Corporati on, be final and conclusive. A majority of the Committee shall constitute a quorum and t he acts approved by a majority of the members present at any meeting at which a quorum is prese nt, or acts approved in writing by a majority of the Committee, shall be the acts of the Committee. 9. No Rights to Continued Employment. Nothing contained in the Plan nor any action taken by the Committee hereunder, shall confer upon any Participant any right with respec t to continuation of employment by the Corporation or a Subsidiary nor interfere in any way with the right of the Corporation or a Subsidiary to terminate such person's employment at any time (with or without Cause). 10. Termination, Duration and Amendments of Plan. The Plan may be abandoned or terminated at any time by the Board of Directors of the Corporation. The termination of the Plan shall not affect the validity of any Target Cash Compensation Award outstanding on the da te of termination. For the purpose of conforming to any changes in applicable law or governmental regulations, or for any other lawful purpose, the Board of Directors shall have the right to amend or revise the terms of the Plan at any time; provided, however, that no such amendment or revision shall, without the consent of the holder thereof, alter or impair any Target Ca sh Compensation Award which shall have been previously vested under the Plan. 11. Effective Date. The Plan shall be effective as of March 29, 1996, subject to shareholder approval of the Plan. 12. Definitions. The following words and phrases, wherever capitalized, shall have the following respective meanings, unless the context otherwise requires: (a)"Base Amount" shall mean the amount set forth in the Corporation-Participant Agreement for the Participant. (b)"Board of Directors" shall mean the Board of Directors of the Corporation. (c) "Cause" shall mean intentional or willful misconduct, gross neglect of duties, or other material acts or omissions detrimental to the best interests of the Corporat ion or a Subsidiary. (d)"Change in Control" shall mean the occurrence of any of the following events: INCENTIVE COMPENSATION PLANS§20.103 July 1997 20-117 (i) 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 regardless of whether the Corporation is then subject to such reporting requirement; or (ii) any "person" (as such term is used in Section 13(d) and 14(d) of the Exchange Act), other than William J. Pulte and his spouse or children, 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 forty percent (40%) or more of the combined voting power of the Corporation's then outstanding securities; or (iii) 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 lea st a majority of such present directors will be excluded; or (iv) there shall be consummated: (A) any consolidation, reorganization or merger of the Corporation in which the Corporation is not the continuing or surviving corporation or pursuant to which shares of the common stock of the Corporation would be converted into cash, securities or other property, other than a merger of the Corporation in which the holders of the Corporation's common stock immediately prior to the merger have the same proportionate ownership of common stock of the surviving corporation immediately after the merger, or (B) 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 (C) the shareholders of the Corporation approve a plan or proposal for the liquidation or dissolution of the Corporation. (e) "Code" shall mean the Internal Revenue Code of 1986, as amended. (f) "Committee" shall mean the Compensation Committee designated by the Board of Directors of the Corporation, or such other committee as shall be specified by the Board of Directors to perform the functions and duties of the Committee under the Plan; provided, however, the Committee shall comply with the requirements of (i) Rule 16b-3 of the Rules and Regulations under the Exchange Act, and (ii) Section 162(m) of the Code, and the regulations thereunder. (g) "Corporation" shall mean Pulte Corporation, a Michigan corporation, or any successor thereof. (h) "Corporation-Participant Agreement" shall have the meaning set forth in Section 3 above. (i) "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 wit h the treatment afforded other key employees with respect to the Plan. (j) "Election Period" shall mean the period which begins on March 29, 1996 and §20.103PROXY STATEMENTS : STRATEGY & FORMS 20-118 © 1997 Jefren Publishing Company, Inc. ends on April 27, 1996. (k) "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended. (1) "Key Home Office Employee" shall have the meaning set forth in Section 12(p) below. (m) "Key Field Employee" shall have the meaning set forth in Section 12(p) below. (n) "Key ICM Employee" shall have the meaning set forth in Section 12(p) below. (o) "Measurement Period" means the four year period which begins on January 1, 1996 and ends on December 31, 1999; provided, however, that if there is a Change in Control, the Measurement Period shall end as of the date that the Change in Control occurs. (p) "Participant" shall mean any key employee based at the Corporation's home office ( "Key Home Office Employee" ), in the field ( "Key Field Employee ") or at ICM Mortgage Corporation (" Key ICM Employee") who is designated by the Committee under Paragraph 2 for participation in the Plan. (q) "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 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 t he date that the Corporation sends written notice to the employee of such determination a nd of the termination of employment. (r) "Plan" shall mean this Pulte Corporation Long-Term Compensation Plan. (s) "Profit Sharing Amount" shall mean the amount set forth in the Corporation- Participant Agreement for the Participant. (t) "Reduction in Responsibility" shall have the meaning set forth in Section 6 above. (u) "Subsidiary" shall mean any corporation, partnership, limited liability company or similar entity in which the Corporation owns, directly or indirectly, stock or other equity interest and which the Committee in its Discretion, determines to treat as a Subsidiary under the Plan. (v) "Target Cash Compensation" shall mean the amount designated by the Committee for each Participant under the Plan and the Corporation-Participant Agreement for the Participant. (w) "Target Cash Compensation Award" shall mean the Target Cash Compensation awarded to a Participant in accordance with Section 4 above. As adopted by the Board of Directors on December 13, 1995, but effective as of March 29, 1996. Pulte Corporation 3/31/96