[THIRD] AMENDMENT
TO THE
DEL WEBB CORPORATION
SUPPLEMENTAL EXECUTIVE
RETIREMENT PLAN NO. 1
The Del Webb Corporation Supplemental Executive Retirement Plan No. 1
(the "Plan"), which was originally effective as of January 1, 1989, and was
restated effective as of April 20, 1993, and was amended July 13, 1995 and June
26, 1996, is hereby further amended as follows:
1. Section 3.4(b) of the Plan is hereby amended to read as
follows:
3.4(b) "Disability" means that because of physical or mental
illness or disability, with or without accommodation, the
Participant shall have been continuously unable to perform his
duties under any existing employment contract between the
Participant and the Company or in accordance with the
Participant's current job description for a consecutive period
of 180 days.
2. The first paragraph of Section 4.3 of the Plan is hereby
amended to read as follows:
EARLY RETIREMENT. If a Participant retires on or after his
Early Retirement Date but before his Normal Retirement Date,
the Employer shall pay the Participant the Normal Retirement
Benefit under 4.2 accrued to the date of termination as
follows:
3. The first paragraph of Section 4.6(a) of the Plan is hereby
amended as follows:
(a) AMOUNT. In the event that, within thirty-six (36)
months after a Change in Control of the Employer, the
Participant terminates employment for Good Reason (as defined
in Section 4.6(c) of the Plan), or the Participant's
employment with the Employer is terminated by the Employer for
reasons other than death, Disability, Retirement, or for
Cause, the Employer shall pay the Participant the Normal
Retirement Benefits under Section 4.2 as follows:
4. Section 4.6(c) (iii) of the Plan is hereby amended to read as
follows:
(iii) The failure by the Employer to continue in effect any
thrift, incentive or compensation plan, or any pension, life
insurance, health and accident or
disability plan (including the Plan), in which the Participant
is participating at the time of a Change in Control of the
Employer (or plans providing substantially similar benefits),
the taking of any action by the Employer which would adversely
affect participation in or materially reduce benefits under
any of such plans or deprive the Participant of any material
fringe benefit enjoyed at the time of the Change in Control,
or the failure by the Employer to provide the Participant with
the number of paid vacation days to which he is then entitled
on the basis of years of service with the Employer in
accordance with the Employer's normal vacation policy in
effect on the date hereof;
5. Section 4.6(d) of the Plan is hereby amended by deleting
subparagraph (ii) therefrom and renaming subparagraph (iii) thereof as
subparagraph (ii).
6. Section 8.1 of the Plan is hereby amended to read as follows:
8.1 RIGHT TO TERMINATE OR AMEND. The Board may, in its sole
discretion, terminate the Plan at any time. The Board may
amend the Plan at any time or from time to time. Any amendment
may provide different benefits or amounts of benefits from
those herein set forth. However, no such termination or
amendment shall adversely affect the benefits of Participants
which have accrued prior to or as a result of such action
(including termination as described in Section 4.6(a) of the
Plan, following a Change in Control), the benefits of any
Participant who has previously retired, or the benefits of any
Beneficiary of a Participant who has previously died.
7. Section 9.6 of the Plan is hereby amended as follows:
This Agreement shall be governed by and construed and enforced
in accordance with the laws of the State of Delaware.
Except as otherwise provided above, the provisions of the Plan, as
amended herein, shall continue in full force and effect.
DEL WEBB CORPORATION
By:/s/ Robertson C. Jones
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Its: Senior Vice President
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Dated: March 10, 1999
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