DEL WEBB CORPORATION

                  SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN NO. 2

                                 AMENDMENT NO. 3

     The Del Webb Corporation  Supplemental Executive Retirement Plan No. 2 (the
"Plan"),  originally  effective as of January 1, 1989, and as amended since that
time, is further amended as follows, effective as of February 11, 1998:

     Section 4.2(a) is amended in its entirety to ready as follows:

     (a) AMOUNT.  If a Participant  retires on or after Normal  Retirement Date,
the  Employer  shall pay the  Participant  a Normal  Retirement  Benefit for the
Participant's life equal to the target percentage specified in the Participant's
Participation Agreement times the Participant's High average Compensation,  less
the sum of the following:

          (i) Fifty percent (50%) of the  Participant's  maximum  primary Social
     Security benefit determined at age sixty-five (65); and

          (ii) The  single-life  annuity payable at age sixty-five (65) which is
     actuarially equivalent to amounts contributed (and earnings thereon) by die
     Employer  to  the  participant's   account  under  the  Employer's  current
     tax-qualified  profit sharing plan and any  predecessor or successor  plan.
     For purposes of this section,  Employer  contributions made under the prior
     Employee Stock Ownership Plan and the frozen Del E. Webb Corporate Restated
     Profit  Sharing  plan shall be  considered  as amounts  contributed  by the
     Employer.

The target benefit designated shall not exceed 60%.

     Section 4.2(c) is amended in its entirety to read as follows:

     (c) SHORT SERVICE PENALTY.  For a Participant retiring before having twenty
(20)  Years of  Service,  the  target  percentage  in (a)  shall be  reduced  by
one-twentieth  (1/20) for each Year of Service less than twenty (20). The offset
amounts in (a)(i) and (ii) shall not be reduced.  For this purpose,  but not for
vesting  under 2.3, a partial  Year of Service  shall be prorated to the nearest
mouth for partial yew.

                                        DEL WEBB CORPORATION

                                        By: /s/ Lynn Schuttenberg
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                                        Its: VP Human Resources
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