SECOND 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:
1. Section 4.2(b) shall be amended by adding the following to the end of
the paragraph
Beginning June 1, 1996, the incentive compensation included in the
computations of High Average Compensation shall in no event exceed one hundred
twenty-five percent (125%) of the Participant's target incentive compensation.
2. Section 4.5(a) of the Plan is amended in its entirety to read as
follows:
(a) NORMAL FORM OF BENEFIT PAYMENTS. Benefits payable under this Plan
shall be paid as follows:
(i) In the event the actuarial equivalent lump sum value of a
Participant's plan benefit is two hundred thousand dollars ($200,000)
or less, that benefit shall be paid as a lump sum;
(ii) In the event the actuarial equivalent lump sum value of a
Participant's plan benefit exceeds two hundred thousand dollars
($200,000) that benefit shall be paid in one of the following forms as
elected by the Participant in the Participation Agreement:
(a) one hundred thousand dollars ($100,000) as a lump sum
and the balance of the benefit in the form of an actuarial
equivalent single-life annuity payable monthly for the
Participant's life. If a Participant dies prior to ten (10) years
of payments, the remaining payments shall be made to the
Participant's Beneficiary pursuant to 3.2;
(b) an actuarial equivalent single-life annuity payable
monthly for the Participant's life. If a Participant dies prior
to ten (10) years of payments, the remaining payment shall be
made TO the Participant's Beneficiary pursuant to 3.2; or
(c) notwithstanding (a) and (b) above, a Participant may
request the benefits payable under subparagraph (ii) be paid in a
different form of payment (such as a joint and survivor annuity).
The request must be submitted no later than the last day of the
calendar year, two years prior to retirement or termination. Any
such request shall be granted or denied based solely on the
Committee's discretion. If the Participant's request is granted
and the Participant retires or terminates prior to the period
described above, the form of payment granted by the Committee
shall be null and void and payment shall be made in the form
elected by the Participant in the Participation Agreement.
3. Section 4.6(a)(i) of the Plan is amended in its entirety to read as
follows:
(i) The benefit shall be based on the lesser of years of service at
Normal Retirement Date or twenty (20) Years of Service notwithstanding
actual Years of Service.
4. Section 4.6(e) of the Plan, which defines [he term "Change in Control,"
is hereby amended and restated in its entirety as follows:
(e) CHANGE IN CONTROL. "Change in Control" means and includes both an
"Active Change in Control" and a "Potential Change in Control".
An "Actual Change in Control" shall be deemed to have occurred in any or
all of the following instances:
(i) Any "person" as such term is used in Sections 13(d) and 14(d)
of the Securities Exchange Act of 1934, as amended, other than a
trustee or other fiduciary holding securities under an employee
benefit plan of Employer or a corporation owned directly or indirectly
by the stockholders of Employer in substantially the same proportions
as their ownership of stock of Employer, is or becomes the "beneficial
owner" (as defined in Rule 13d-3 under said Act), directly or
indirectly, of securities of Employer representing 20% or more of the
total voting power represented by Employer's then outstanding Voting
Securities (as defined below); or
(ii) During any period of two consecutive years, individuals who
at the beginning of such period constitute the Board of Directors of
Employer and any new director whose election by the Board of Directors
or nomination for election by Employer's stockholders was approved by
a vote of at least two-thirds of the directors then still in office
who either were directors at the beginning of the period or whose
election or nomination for election was previously so approved, cease
for any reason to constitute a majority thereof, or
(iii) The stockholders of Employer approve a merger or
consolidation of Employer with any other corporation, other than a
merger or consolidation which would result in the Voting Securities of
Employer outstanding immediately prior thereto continuing to represent
(either by remaining outstanding or by being converted into Voting
Securities of the surviving entity) at least 80% of the total voting
power represented by the Voting Securities of Employer or such
surviving entity outstanding immediately after such merger or
consolidation; or
2
(iv) The stockholders of Employer approve a plan of complete
liquidation of Employer or an agreement for the sale or disposition by
Employer of (in one transaction or a series of transactions) all or
substantially all Employer's assets.
A "Potential Chancre in Control" shall be deemed to have occurred in any or
all of the following instances:
(i) Employer enters into an agreement, the consummation of which
would result in the occurrence of an Actual Change in Control;
(ii) Any person (including Employer) publicly announces an
intention to take or to consider taking actions which if consummated
would constitute a Change in Control;
(iii) Any person other than a trustee or other fiduciary holding
securities under an employee benefit plan of Employer or a corporation
owned, directly or indirectly, by the stockholders of Employer in
substantially the same proportions as their ownership of stock of
Employer who is or becomes the beneficial owner, directly or
indirectly, of securities of Employer representing 10% or more of the
combined voting power of the Employer's then outstanding Voting
Securities, increases such person's beneficial ownership of such
securities by five percentage points (5%) or more over the percentage
so owned by such person; or
(iv) The Board of Directors adopts a resolution to the effect
that, for purposes of this Agreement, a Potential Change in Control
has occurred.
For purposes of this Section, the term "Voting Securities" shall mean
and include any securities of the Employer which vote generally for
the election of directors.
Except as otherwise provided above. the provisions of the Plan, as amended
and restated as of April 20, 1993, shall continue in fall force and effect,
DEL WEBB CORPORATION
By: /s/ Robertson C. Jones
-----------------------------------
Its V.P.
Dated: 6/26/96