FIRST AMENDMENT
TO THE DEL WEBB CORPORATION
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN NO. 2
The Del Webb Corporation Supplemental Executive Retirement Plan No. 2
(the "Plan"), which was originally effective as of January 1, 1989, and was
restated effective as of April 20, 1993, is hereby further amended as follows,
effective as of July 1, 1995:
1. Section 2.1(a) of the Plan is amended by the addition of the
following sentence to the end thereof:
Any Participation Agreement in effect prior to the adoption of
this amended and restated Plan shall continue in full force and
effect until subsequently modified or replaced.
2. Section 4.2(b) of the Plan is amended in its entirety to read as
follows:
(b) High Average Compensation. "High Average Compensation"
means the sum of the Participant's annual total of salary and
incentive compensation, before reduction for deferred
compensation and 401(k) contributions, in the five (5) calendar
years out of the seven (7) consecutive calendar years of
employment with the Employer in which such total is the highest
divided by five (5). Where the actual (not annualized)
compensation paid to a Participant during a partial calendar
year is greater than the compensation paid to the Participant
during a completed calendar year, such partial year may be
utilized for purposes of this provision. Notwithstanding the
above, incentive compensation payments made in July, 1991, for
the period January 1, 1991, to June 30, 1991, shall not be
included in the computations of High Average Compensation.
3. Section 4.5(d) of the Plan is amended in its entirety to read as
follows:
(d) Accelerated Distribution. Notwithstanding any other
provision of the Plan, at any time after a Change in Control or
any time following termination of employment, a Participant
shall be entitled to receive, upon written request to the
Committee, a lump sum distribution of all or a portion of the
Actuarial Equivalent of the Participant's unpaid benefits under
this Plan on the date on which the Committee receives the
written request. Each accelerated distribution shall be subject
to a penalty equal to ten percent (10%) of the amount that would
otherwise be distributed and that amount shall be forfeited by
the Participant. The amount payable under this section shall be
paid in a lump sum within sixty-five (65) days following the
receipt of the notice by the Committee from the Participant. In
the event a Participant requests and obtains an accelerated
distribution under this Section 4.5(d) and remains employed by
the Employer, participation will cease and there will be no
future benefit accruals under this plan.
In the event of a Participant's death and subsequent benefit
payments to the designated beneficiary, such beneficiary may
request a distribution under this Section 4.5(d).
4. Article VIII is amended by adding the following new Section 8.3
to the end thereof:
8.3 Modifications for Particular Participants. In the
exercise of its discretion, the Board may modify or supplement
the provisions of this Plan as it applies to a particular
Participant. No modification or supplement will be effective,
however, unless it is reflected in the Participant's
Participation Agreement, or provided for in a resolution duly
adopted by the Board, or reflected in any other written document
which is executed by an officer of the Company who has been
specifically authorized to execute said written document
pursuant to a resolution duly adopted by the Board.
5. Except as otherwise provided above, the provisions of the Plan,
as amended and restated effective as of April 20, 1993, shall continue in full
force and effect.
IN WITNESS WHEREOF, Del Webb Corporation has caused this First
Amendment to be executed by its duly authorized representative on this 13th day
of July, 1995.
DEL WEBB CORPORATION
By: Robertson C. Jones
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Its: Vice President
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