CERTIFICATE OF OWNERSHIP AND MERGER
KB HOME, INC.
KAUFMAN AND BROAD HOME CORPORATION
(Pursuant to Section 253 of the
General Corporation Law of Delaware)
Kaufman and Broad Home Corporation, a corporation organized and
existing under the laws of Delaware (the "Corporation"), does hereby certify:
FIRST: That the Corporation owns all of the outstanding shares of
each class of stock of KB Home, Inc. a Delaware corporation.
SECOND: That the Corporation, by the following resolutions of its
Board of Directors, duly adopted at a meeting held on December 6, 2000,
determined to and did merge into itself said KB Home, Inc., by the
RESOLVED, that the Corporation merge, and it hereby does
merge, into itself KB Home, Inc. and assumes all of its
RESOLVED, that said merger shall become effective upon the
filing of a Certificate of Ownership and Merger with the
Secretary of State of the State of Delaware or at such later time
set forth therein.
RESOLVED, that upon effectiveness of said merger, the name
of the Corporation shall be changed to KB HOME and Article FIRST
of the Certificate of Incorporation of the Corporation shall be
amended to read as follows:
FIRST. The name of the corporation (hereinafter
called the "Corporation") is KB HOME.
RESOLVED, that the proper officers of the Corporation be,
and they hereby are, directed to make and execute a Certificate
of Ownership and Merger setting forth a copy of the resolutions
to so merge KB Home, Inc. into the Corporation and to assume its
obligations, and to so change
the name of the Corporation, and the date of adoption thereof,
and to cause the same to be filed with the Secretary of State of
the State of Delaware and to do all acts and things whatsoever,
whether within or without the State of Delaware, which may be
necessary or proper to effect said merger and change of name.
THIRD: This Certificate shall be effective at 12:01 a.m., E.S.T.
on January 17, 2001.
In Witness Whereof, the Corporation has caused this certificate
to be signed by its duly authorized officer, this 9th day of January 2001.
KAUFMAN AND BROAD
By: /s/ Kimberly N. King
Kimberly N. King