DEL WEBB CORPORATION

                  SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN NO. 2

                                 AMENDMENT NO. 5


     The Del Webb Corporation  Supplemental Executive Retirement Plan No. 2 (the
"Plan") is hereby amended as follows, effective as of July 22, 1999:

     Section 2.1 of the Plan is amended to read as follows:

2.1  ELIGIBILITY AND PARTICIPATION

     (a)  ELIGIBILITY.  Eligibility  to participate in the Plan shall be limited
          to key management  personnel approved by the CEO.  Participants in the
          Del Webb Corporation  Supplemental Executive Retirement Plan No. 1 are
          not eligible to participate in this Plan.

     (b)  PARTICIPATION.  An  employee's  participation  in the  Plan  shall  be
          effective  upon   notification  of  the  employee  of  eligibility  to
          participate   and  completion  by  the  employee  of  a  Participation
          Agreement.

     (c)  PARTICIPANT.  "Participant" means any individual who has satisfied the
          conditions  of  this  Section  and  includes  any   individual   whose
          employment  status has terminated or changed under Section 2.2 and who
          continues to have vested benefit rights.

     Except as  otherwise  provided  above,  the  provisions  of the Plan  shall
continue in full force and effect.


                                        DEL WEBB CORPORATION


                                        By:
                                           -------------------------------------
                                           Robertson C. Jones

                                        Its: Senior Vice President