Exhibit 10.1

ASSIGNMENT AND ASSUMPTION AGREEMENT

This Assignment and Assumption Agreement (this “ Agreement ”) is made as of August 18, 2009, between Centex Corporation, a Nevada corporation (“ Assignor ”) and Pulte Homes, Inc., a Michigan corporation (“ Assignee ”). Capitalized terms not otherwise defined in this Agreement will have the meanings given to them in the Indenture (as defined in Recital A below).

Recitals

A. Assignor and Chase Bank of Texas, National Association are parties to an Indenture dated as of October 1, 1998 (as supplemented from time to time, the “ Indenture ”) pursuant to which Assignor has issued the Series of Senior Debt Securities (the “ Securities ”) set forth on the attached Exhibit A .

B. Assignor desires to assign to Assignee, and Assignee desires to assume from Assignor, all of Assignor’s obligations under the Indenture and the Securities (the “ Assumed Obligations ”).

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Assignor hereby assigns and delivers to Assignee all of Assumed Obligations.

2. Assignee hereby assumes and agrees to discharge, and indemnify and hold harmless Assignor from, all of the Assumed Obligations.

3. Except as otherwise set forth in this Agreement, Assignee is not assuming any liability or obligation of Assignor.

4. This Agreement will not affect Assignee’s right to assert any defense with respect to any of the Indenture, the Securities or the Assumed Obligations, at law, in equity or otherw