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                                                                    EXHIBIT 10.5

                               FIRST AMENDMENT TO
                              EMPLOYMENT AGREEMENT


This is the First Amendment to an Employment Agreement dated as of January 1,
2000, (the "Agreement"), between Del Webb Corporation ("Company") and John A.
Spencer.

The Agreement is amended as follows:

Section 9(d) shall be deleted and replaced in its entirety by the following:

         (d)      CHANGE IN CONTROL DEFINED

         For purposes of this Agreement, a "Change in Control" and "Potential
  Change in Control" shall be defined as follows:

         A "Change in Control" shall be deemed to have occurred in any or all of
the following instances:

                  (1)      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
                           Company or a corporation owned directly or indirectly
                           by the stockholders of Company in substantially the
                           same proportions as their ownership of stock of
                           Company, is or becomes the "beneficial owner" (as
                           defined in Rule 13d-3 under said Act), directly or
                           indirectly, of securities of Company representing 20%
                           or more of the total voting power represented by
                           Company's then outstanding Voting Securities (as
                           defined below); or

                  (2)      During any period of two consecutive years,
                           individuals who at the beginning of such period
                           constitute the Board of Directors of Company and any
                           new director whose election by the Board of Directors
                           or nomination for election by Company'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

                  (3)      The stockholders of Company approve a merger or
                           consolidation of Company with any other corporation,
                           other than a merger or consolidation which would
                           result in the Voting Securities of Company
                           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 Company


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                           or such surviving entity outstanding immediately
                           after such merger or consolidation; or

                  (4)      The stockholders of Company approve a plan of
                           complete liquidation of Company or an agreement for
                           the sale or disposition by Company of (in one
                           transaction or a series of transactions) all or
                           substantially all Company's assets.

         A "Potential Change in Control" shall be deemed to have occurred in any
or all of the following instances:

                  (1)      Company enters into an agreement, the consummation of
                           which would result in the occurrence of a Change in
                           Control;

                  (2)      Any person (including Company) publicly announces an
                           intention to take or to consider taking actions which
                           if consummated would constitute a Change in Control;

                  (3)      Any person other than a trustee or other fiduciary
                           holding securities under an employee benefit plan of
                           Company or a corporation owned, directly or
                           indirectly, by the stockholders of Company in
                           substantially the same proportions as their ownership
                           of stock of Company who is or becomes the beneficial
                           owner, directly or indirectly, of securities of
                           Company representing 10% or more of the combined
                           voting power of the Company'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

                  (4)      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 Company which vote generally for the election
of directors.

Section 9(e)(4) shall be deleted and replaced in its entirety by the following:

                  (4)      Three additional elements of Good Reason shall be
                           added as follows:

                           (6)      Employee is assigned to, or Company's office
                                    at which Employee is principally employed on
                                    the Relevant Date is relocated to, a
                                    location which would require a round-trip
                                    commute to work from Employee's principal
                                    residence on the Relevant Date of more than
                                    100 miles per day.

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                           (7)      Failure of Company to obtain an agreement
                                    satisfactory to Employee from any successor
                                    to the business, or substantially all the
                                    assets, of Company to assume this Agreement
                                    or issue a substantially similar agreement.

                           (8)      The taking of any action by Company at the
                                    request of or on behalf of any person, after
                                    the occurrence of a Potential Change in
                                    Control, but prior to a Change in Control,
                                    terminating this Agreement or terminating
                                    Employee other than for Cause; provided
                                    that, for purposes of this subparagraph
                                    only, cause shall include willful and gross
                                    misconduct on Employee's part that is
                                    materially and demonstratively detrimental
                                    to the Company.

Section 9(g) shall be deleted and replaced in its entirety by the following:

         (g)      EFFECT OF TERMINATION; SPECIAL SEVERANCE BENEFITS

         If Employee is entitled to receive a special severance benefit pursuant
to Section 9(b) hereof, Company will provide Employee with the following special
severance benefits:

                  (1)      Within five days following Employee's termination, a
                           lump sum severance payment will be made to Employee.
                           The lump sum severance payment shall be in an amount
                           equal to:

                           (i)      2.5 times Employee's yearly Base Salary as
                                    set forth in Section 3 or as it may be
                                    increased from time to time; plus

                           (ii)     the greatest of 2.5 times:

                                           (a)     the average annual incentive
                                                   compensation paid to Employee
                                                   pursuant to the MIP (or any
                                                   predecessor or successor
                                                   plan) with respect to the
                                                   five fiscal years preceding
                                                   the fiscal year in which the
                                                   Change in Control occurs, or

                                           (b)     an amount equal to 100% of
                                                   the incentive compensation
                                                   paid to Employee pursuant to
                                                   the MIP (or any predecessor
                                                   or successor plan) during the
                                                   12 month period prior to the
                                                   Termination Date, or

                                           (c)     an amount equal to Employee's
                                                   current target bonus under
                                                   the Management Incentive Plan
                                                   currently in effect, or if no
                                                   management incentive program
                                                   is currently in effect, the
                                                   Employee's

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                                                   target bonus under the most
                                                   recently completed Management
                                                   Incentive Plan year.

                  (2)      The benefits provided by Sections 8(b)(3) and 8(b)(4)
                           shall be provided for 30 months following Employee's
                           Termination Date rather than for the period specified
                           in Section 8(c). In lieu of all fringe benefits other
                           than those referred to in Sections 8(b)(3) and (4),
                           Employee shall receive a lump sum payment equal to
                           20% of Employee's Base Salary as set forth in Section
                           3 as it may be increased from time to time.

                  (3)      Any stock options to purchase Common Stock of Company
                           or stock appreciation rights relating to Common Stock
                           of Company held by Employee on the Notice Date, which
                           are not at the Notice Date currently exercisable and
                           which do not become exercisable pursuant to Section
                           8(b)(5), shall on the Notice Date automatically
                           become exercisable and shall remain exercisable for
                           90 days thereafter.

                  (4)      All shares of Common Stock of Company held by
                           Employee under any Restricted Stock Plan which on the
                           Notice Date are subject to restrictions which do not
                           lapse pursuant to Section 8(b)(6) shall, as of that
                           date, automatically become free of all restrictions.

Company shall amend, if necessary, any option or restricted stock agreements
entered into between Company and Employee to be consistent with paragraphs (3)
and (4).

Except as set forth in this Amendment, the provisions of the Agreement shall
continue in full force and effect.

                                                  DEL WEBB CORPORATION


                                                  By: /s/ Robertson C. Jones
                                                      --------------------------
                                                      Robertson C. Jones

                                                  Its:  Senior Vice President

                                                  Date:  April 27, 2001

                                                  /s/ John A. Spencer
                                                  ------------------------------
                                                  John A. Spencer

                                                  Date:   April 27, 2001