DEL WEBB CORPORATION

                  SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN NO. 1

                             PARTICIPATION AGREEMENT
                         (Amended and Restated Effective
                            as of ________ __, 1997)


         This amended and restated Participation Agreement is entered into as of
this ___th day of ___________,  1997,  between Del Webb Corporation,  a Delaware
corporation ("Employer"), and Joseph F. Contadino ("Participant").

                                 R E C I T A L S
                                 - - - - - - - -

         A. Employer and  Participant  previously  entered into a  Participation
Agreement  dated  as  of  November  9,  1992,  providing  for  participation  by
Participant,  beginning  on  November  1,  1992,  in the  Del  Webb  Corporation
Supplemental Executive Retirement Plan No. 2 (the "Plan").

         B.  The Plan was  originally  adopted  as of  January  1,  1989 and was
amended and restated as of April 20, 1993. The Plan also has been amended on two
separate occasions since its 1993 restatement.

         C.   Employer  and   Participant   desire  to  amend  and  restate  the
Participation  Agreement and to modify and  supplement the Plan as it relates to
Participant, all as set forth herein.

         NOW, THEREFORE, the parties hereby agree as follows:

1.       GENERAL
         -------

         This   Agreement   restates  and   reaffirms   Participant's   original
Participation  Agreement,  which was entered into on November 9, 1992, and which
was effective as of November 1, 1992.
Participant's participation in the Plan is hereby reaffirmed.

2.       THE PLAN
         --------

         This  Participation  Agreement  is  subject  to all of  the  terms  and
provisions  of the Plan,  except to the  extent  that the Plan is  modified  and
supplemented  below  as  it  applies  to  Participant.  The  Plan  is  expressly
incorporated by reference into this Participation Agreement. By signing this

Participation Agreement,  Participant acknowledges receipt of a copy of the Plan
and confirms his  understanding  and acceptance of all of the terms,  conditions
and provisions of the Plan.

3.       MODIFICATIONS
         -------------

         Pursuant  to  paragraph  8.3 of the Plan,  which was added by the First
Amendment,  the provisions of the Plan as they apply to Participant are modified
and supplemented as follows:

         (a) Short Service  Penalty.  If  Participant's  employment is continued
until  Participant has attained the age of sixty-two (62),  Participant  will be
credited  with two (2)  additional  Years of Service  for  purposes of the short
service penalty provisions of paragraph 4.2(c) of the Plan.

         (b) Early  Retirement.  If Participant's  employment is continued until
Participant  has  attained  age  sixty-two  (62),  the  reduction  called for by
paragraph  4.3(d) shall not apply.  Nothing in this  Agreement or the Plan shall
imply that retirement is expected at any particular

         (c)  Definitions.  For  purposes  of the Plan  and  this  Participation
Agreement,  the terms "Cause",  "Change in Control" and "Good Reason" shall have
the meanings  ascribed to those terms in the Employment  Agreement  entered into
between  Employer and  Participant,  dated as of the date  hereof,  as it may be
amended from time to time, rather than the definitions included in paragraph 4.6
of the Plan. The Employment  Agreement  includes two definitions of Good Reason,
the standard definition that applies prior to a Change in Control and a modified
definition that applies after a Change in Control.  The standard definition will
apply for purposes of the Plan and this Participation Agreement unless and until
a Change in Control  occurs,  after  which the  special  post-Change  in Control
definition will apply.

                                        EMPLOYER:

                                        DEL WEBB CORPORATION



                                        By:_____________________________________
                                           Title:Vice President, Human Resources

                                        PARTICIPANT:


                                        ----------------------------------------
                                        JOSEPH F. CONTADINO
                                       -2-