<PAGE>   1

                                                                   EXHIBIT 10.15



                              DEL WEBB CORPORATION

                  SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN NO. 2



                            Restated February 8, 2001

<PAGE>   2

                                TABLE OF CONTENTS



<TABLE>
<CAPTION>
                                                                                                        PAGE
                                                                                                     -----------
<S>                                                                                                  <C>
ARTICLE I--PURPOSE.........................................................................................1

  1.1 Purpose..............................................................................................1
  1.2 Effective Date.......................................................................................1
  1.3 Employer.............................................................................................1

ARTICLE II--PARTICIPATION; VESTING.........................................................................1

  2.1 Eligibility and Participation........................................................................1
  2.2 Change in Employment Status..........................................................................1
  2.3 Vesting..............................................................................................2

ARTICLE III--SURVIVOR BENEFITS.............................................................................2

  3.1 Preretirement Survivor Benefit.......................................................................2
  3.2 Postretirement Survivor Benefit......................................................................2
  3.3 Suicide; Misrepresentation...........................................................................3
  3.4 Disability Benefit...................................................................................3

ARTICLE IV--PARTICIPANT BENEFITS...........................................................................3

  4.1 Retirement Dates.....................................................................................3
  4.2 Normal Retirement Benefit............................................................................3
  4.3 Early Retirement.....................................................................................4
  4.4 Termination..........................................................................................5
  4.5 Payment of Benefits..................................................................................5
  4.6 Benefit Upon a Change in Control.....................................................................6
  4.7 Withholding; Payroll Taxes..........................................................................10
  4.8 Payment to Guardian.................................................................................10

ARTICLE V--BENEFICIARY....................................................................................10

  5.1 Beneficiary Designation.............................................................................10
  5.2 Amendments, Marital Status..........................................................................10
  5.3 No Participant Designation..........................................................................10
  5.4 Effect of Payment...................................................................................11

ARTICLE VI--ADMINISTRATION................................................................................11

  6.1 Committee; Duties...................................................................................11
  6.2 Agents..............................................................................................11
  6.3 Binding Effect of Decisions.........................................................................11
  6.4 Indemnity of Committee..............................................................................11
</TABLE>


                                                                             (i)


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<TABLE>
<CAPTION>
                                                                                                        Page
                                                                                                      ---------
<S>                                                                                                   <C>
ARTICLE VII--CLAIMS PROCEDURE.............................................................................11

  7.1 Claim...............................................................................................11
  7.2 Denial of Claim.....................................................................................11
  7.3 Review of Claim.....................................................................................12
  7.4 Final Decision......................................................................................12

ARTICLE VIII--TERMINATION OR AMENDMENT OF PLAN............................................................12

  8.1 Right to Terminate or Amend.........................................................................12
  8.2 Notice..............................................................................................12
  8.3 Modifications for Particular Participants...........................................................12

ARTICLE IX--MISCELLANEOUS.................................................................................12

  9.1 Unfunded Plan.......................................................................................12
  9.2 Unsecured General Creditor..........................................................................13
  9.3 Nonassignability....................................................................................13
  9.4 Not a Contract of Employment........................................................................13
  9.5 Protective Provisions...............................................................................13
  9.6 Governing Law.......................................................................................13
  9.7 Validity............................................................................................13
  9.8 Notices.............................................................................................14
  9.9 Successors..........................................................................................14
</TABLE>

                                                                            (ii)

<PAGE>   4


                                 INDEX OF TERMS

<TABLE>
<CAPTION>
TERM AND PROVISION NUMBER                                                                               PAGE
-----------------------------------------------------                                                -----------
<S>                                                                                                  <C>
B

Beneficiary: 5.1......................................................................................... 10
Benefit Calculation Age: 4.6(b)........................................................................... 7

C

Cause: 4.6(d)............................................................................................. 8
Change in Control: 4.6(e)................................................................................. 8
Committee: 6.1........................................................................................... 11

D

Disability: 3.4(b)........................................................................................ 3

E

Early Retirement Date: 4.1(a)............................................................................. 3
Employer: 1.3............................................................................................. 1
Exchange Act: 4.6(e)...................................................................................... 8

G

Good Reason: 4.6(c)....................................................................................... 7

H

High Average Compensation: 4.2(b)......................................................................... 4

N

Normal Retirement Benefit: 4.2(a)......................................................................... 3
Normal Retirement Date: 4.1(b)............................................................................ 3

P

Participant: 2.1(c)....................................................................................... 1
Plan: 1.1................................................................................................. 1
Potential Change in Control: 4.6(e)....................................................................... 9

Y

Year of Service: 2.3(b)................................................................................... 2
</TABLE>


                                                                           (iii)

<PAGE>   5





                              DEL WEBB CORPORATION

                  SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN NO. 2



                               ARTICLE I--PURPOSE

1.1      Purpose

         The purpose of this Supplemental Executive Retirement Plan (the "Plan")
is to provide supplemental retirement benefits for certain key employees of Del
Webb Corporation. It is intended that the Plan will aid in retaining and
attracting individuals of exceptional ability by providing them with such
benefits.

1.2      Effective Date

         The Plan shall be effective as of January 1, 1989, amended and restated
April 20, 1993, as amended July 1, 1995, as amended June 26, 1996, as amended
February 11, 1998, as amended March 10, 1999, as amended July 22, 1999, amended
July 20, 2000 and amended and restated February 8, 2001.

1.3      Employer

         The Plan is adopted for the benefit of selected employees of Del Webb
Corporation and any corporations or other entities affiliated with or subsidiary
to it (collectively, the "Employer").


                       ARTICLE II--PARTICIPATION; VESTING

2.1      Eligibility and Participation

                  (a) ELIGIBILITY. Eligibility to participate in the Plan shall
         be limited to key management personnel approved by the CEO.
         Participants in the Del Webb Corporation Supplemental Executive
         Retirement Plan No. 1 are not eligible to participate in this Plan.

                  (b) PARTICIPATION. An employee's participation in the Plan
         shall be effective upon notification of the employee of eligibility to
         participate and completion by the employee of a Participation
         Agreement.

                  (c) PARTICIPANT. "Participant" means any individual who has
         satisfied the conditions of this Section and includes any individual
         whose employment status has terminated or changed under Section 2.2 and
         who continues to have vested benefit rights.



2.2      Change in Employment Status

         If the Chief Executive Officer determines that a Participant's
employment performance is no longer at a level which deserves reward through
participation in the Plan, but does not terminate the Participant's employment
with the Employer, participation herein and eligibility to re-


PAGE 1 - SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN NO. 2

<PAGE>   6

ceive benefits hereunder shall be limited to the Participant's vested interest
in such benefits as of the date designated by the Chief Executive Officer.

2.3      Vesting

         A Participant shall become vested in benefits under this Plan as
follows:

                  (a) REQUIREMENT. A Participant shall become vested in the
         accrued Normal Retirement Benefit at the rate of ten percent (10%) per
         Year of Service. Survivor and disability benefits shall always be one
         hundred percent (100%) vested.

                  (b) YEAR OF SERVICE. "Year of Service" means a twelve (12)
         month period in which the Participant has been continuously employed by
         the Employer since January 1, 1981, including periods before
         participation begins. A Participant may, at the option of the Employer,
         be credited in the Participation Agreement with additional Years of
         Service. Such additional Years of Service may be for vesting under
         2.3(a) or for computing the short service penalty under 4.2(c) and may
         be in different amounts for each purpose.


                         ARTICLE III--SURVIVOR BENEFITS

3.1      Preretirement Survivor Benefit

         Subject to 3.3, if a Participant dies while employed by the Employer,
the Employer shall pay a survivor benefit to the Participant's Beneficiary as
follows:

                  (a) AMOUNT. The amount of the preretirement survivor benefit
         shall be the greatest of:

                           (i) The actuarially equivalent lump sum value of the
                  Participant's accrued Normal Retirement Benefit;

                           (ii) Three (3) times the Participant's High Average
                  Compensation; or

                           (iii) Three (3) times the sum of the Participant's
                  annual salary rate at the time of death and the Participant's
                  most recent annual bonus.

                  (b) PAYMENT. The preretirement survivor benefit shall be paid
         to the Beneficiary in ten (10) equal annual installments, without
         interest, with the first installment paid within thirty (30) days after
         death and the remaining installments paid on the anniversary of the
         date of death.

3.2      Postretirement Survivor Benefit

         If a Participant who retires and takes benefits in the normal form
under 4.5(a) dies before ten (10) years of benefits under the Plan have been
paid, the Employer shall pay to the Beneficiary as a survivor benefit the same
amount as the Participant was receiving for the remainder of the ten (10) years,
except as provided in 3.3.


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3.3      Suicide; Misrepresentation

         No benefit shall be paid to a Beneficiary if the Participant dies
during the first twenty-four (24) calendar months after commencing participation
and:

                  (a) Death occurs by suicide; or

                  (b) The Participant has made a material misrepresentation in
         any form or document provided by the Participant in connection with
         Plan.

3.4      Disability Benefit

                  (a) AMOUNT. If a Participant suffers a Disability while
         employed by the Employer, the Employer shall pay the Participant a
         Disability benefit equal to the actuarially equivalent lump sum value
         of the Participant's Normal Retirement Benefit accrued to the date
         Disability arises.

                  (b) DISABILITY. "Disability" means a Participant's incapacity
         due to physical or mental illness which results in (i) the
         Participant's absence from his or her duties with the Employer on a
         full time basis for six (6) months or more and (ii) approval of the
         Participant for long-term disability payments under the Employer's
         long-term disability plan.

                  (c) PAYMENT. The Disability benefit shall be paid to the
         Participant in equal monthly installments, without interest, over ten
         (10) years. Benefits payable to a Participant shall commence sixty (60)
         days after the last date for which the Participant receives sick leave
         from the Employer.


                        ARTICLE IV--PARTICIPANT BENEFITS

4.1      Retirement Dates

         A Participant shall receive retirement benefits on termination of
employment with Employer on or after the following retirement dates:

                  (a) EARLY RETIREMENT DATE. "Early Retirement Date" shall be
         age fifty-five (55) and ten (10) Years of Service.

                  (b) NORMAL RETIREMENT DATE. "Normal Retirement Date" shall be
         age sixty-five (65).

4.2      Normal Retirement Benefit

                  (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




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<PAGE>   8

                           (ii) The single-life annuity payable at age
                  sixty-five (65) which is actuarially equivalent to amounts
                  contributed (and earnings thereon) by the 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%.

                  (b) HIGH AVERAGE COMPENSATION. "High Average Compensation"
         means the sum of the Participant's annual total of salary and incentive
         compensation, before reduction for deferred compensation and 401(k)
         contributions, in the five (5) calendar years out of the seven (7)
         consecutive calendar years of employment with the Employer in which
         such total is the highest divided by five (5). Where the actual (not
         annualized) compensation paid to a Participant during a partial
         calendar year is greater than the compensation paid to the Participant
         during a completed calendar year, such partial year may be utilized for
         purposes of this provision. Notwithstanding the above, incentive
         compensation payments made in July, 1991, for the period January 1,
         1991, to June 30, 1991, shall not be included in the computations of
         High Average Compensation. 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.

                  (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 month for partial
         years.

4.3      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:

               (a) The benefit shall be based on Years of Service and High
         Average Compensation to the date of termination.

               (b) The offset in 4.2(a)(i) shall be based on the Social Security
         Act in effect at termination and assumed continuation of the
         Participant's compensation until age sixty-five (65) at the level in
         effect at termination.

               (c) The offset in 4.2(a)(ii) shall be based on the amounts
         contributed (and earnings thereon) by the Employer to the Participant's
         account as of the date of termination, assuming no further earnings.




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<PAGE>   9

                  (d) The accrued benefit shall be reduced by three percent (3%)
         for each year by which the starting date for payment precedes Normal
         Retirement Date, with proration of the three percent (3%) to the
         nearest month for partial years.

4.4      Termination

         If a Participant terminates employment with the Employer prior to Early
Retirement for reasons other than death, Disability or Good Reason, the
Participant shall receive the vested portion of the Normal Retirement Benefit
accrued to the date of termination as follows:

                  (a) The benefit shall be based on Years of Service and High
         Average Compensation to the date of termination.

                  (b) The offset in 4.2(a)(i) shall be based on the Social
         Security Act in effect at termination and assumed continuation of the
         Participant's compensation until age sixty-five (65) at the level in
         effect at termination.

                  (c) The offset in 4.2(a)(ii) shall be based on the amounts
         contributed (and earnings thereon) by the Employer to the Participant's
         account as of the date of termination, assuming no further earnings.

                  (d) The accrued benefit shall be actuarially reduced from
         Normal Retirement Date to Termination Date.

4.5      Payment of Benefits

                  (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), the 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 payments shall be made to the
                           Participant's Beneficiary pursuant to 3.2; or


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<PAGE>   10

                                    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.

                  (b) ACTUARIAL EQUIVALENT. For purposes of determining the
         actuarially equivalent benefit it shall be assumed the usual form of
         benefit is the ten (10) year certain and life annuity. It shall also be
         assumed that payments under 3.4, 4.2 and 4.3 commence upon termination
         of employment. For purposes of this section only, it shall be assumed
         that payments under 4.4 commence at age sixty-five (65). The Committee
         shall determine the actuarially equivalent benefits using reasonable
         interest and mortality assumptions.

                  (c) COMMENCEMENT OF BENEFIT PAYMENTS. Benefits payable to a
         Participant under 4.2, 4.3, 4.4 or 4.6 shall commence within thirty
         (30) days of the Participant's termination of employment.

                  (d) ACCELERATED DISTRIBUTION. Notwithstanding any other
         provision of the Plan, at any time after a Change in Control or any
         time following termination of employment, a Participant shall be
         entitled to receive, upon written request to the Committee, a lump-sum
         distribution of all or a portion of the Actuarial Equivalent of the
         Participant's unpaid benefits under this Plan on the date on which the
         Committee receives the written request. Each accelerated distribution
         shall be subject to a penalty equal to ten percent (10%) of the amount
         that would otherwise be distributed and that amount shall be forfeited
         by the Participant. The amount payable under this section shall be paid
         in a lump sum within sixty-five (65) days following the receipt of the
         notice by the Committee from the Participant. In the event a
         Participant requests and obtains an accelerated distribution under this
         Section 4.5(d) and remains employed by the Employer, participation will
         cease and there will be no future benefit accruals under this plan.

                  In the event of a participant's death and subsequent benefit
         payments to the designated beneficiary, such beneficiary may request a
         distribution under this Section 4.5(d).

4.6      Benefit Upon a Change in Control

                  (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
         Benefit under Section 4.2 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.


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                           (ii) The Participant shall be one hundred percent
                  (100%) vested in the benefit notwithstanding paragraph 2.3.

                           (iii) The offset in 4.2(a)(i) shall be based on the
                  Social Security Act in effect at termination and assumed
                  continuation of the Participant's compensation until age
                  sixty-five (65) at the level in effect at termination.

                           (iv) The offset in 4.2(a)(ii) shall be based on the
                  amounts contributed (and earnings thereon) by the Employer to
                  the Participant's account as of the date of termination,
                  assuming no further earnings.

                           (v) The benefits shall be reduced by three percent
                  (3%) for each year by which the Benefit Calculation Age
                  precedes the Normal Retirement Date, with proration of the
                  three percent (3%) to the nearest month for partial years,
                  which benefits, and Participant's rights thereto, shall be
                  deemed to have accrued at not less than the level in effect on
                  the date of a Change in Control notwithstanding any amendment
                  of the Plan under paragraph 8.1 made after a Change in Control
                  or a later termination for Good Reason.

                  (b) PAYMENT. Notwithstanding paragraph 4.5, the Change in
         Control benefit shall be paid to the Participant in a lump sum
         determined as the actuarial equivalent lump sum value of the ten (10)
         year certain and life annuity benefit calculated at the participant's
         Benefit Calculation Age. For purposes of determining the actuarial
         equivalent value under this 4.6(b), the annual interest rate will be
         the average of the Pension Benefit Guaranty Corporation interest rates
         used for valuing lump sums for the twelve-month period prior to the
         month in which payment occurs. No mortality will be assumed prior to
         the Benefit Calculation Age. Thereafter, mortality will be assumed to
         occur in accordance with the UP-84 mortality table set back four (4)
         years for females and set forward one (1) year for males. The "Benefit
         Calculation Age" shall be the greater of the Participant's age at
         termination or age fifty-five (55).

                  (c) GOOD REASON. For purposes of 4.6, termination of
         employment by the Participant for "Good Reason" shall mean:

                           (i) Without the Participant's express written
                  consent, the assignment to Participant of any duties that are
                  substantially inconsistent with Participant's position, duty,
                  responsibilities and status with the Employer immediately
                  prior to a Change in Control, or any removal of Participant
                  from or any failure to re-elect Participant to any of such
                  positions, except in connection with the termination of
                  employment for Cause, Disability, Death or by Participant
                  other than for Good Reason;

                           (ii) A reduction by the Employer in the Participant's
                  base salary as in effect on the date of the Change in Control
                  or as the same may be increased from time to time;

                           (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 bene-



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<PAGE>   12

                  fits), 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;

                           (iv) An assignment to a new location which would
                  require a round trip commute to work from the Participant's
                  present residence of more than one hundred twenty (120) miles
                  per day.

                           (v) The taking of any action by the Company at the
                  request of or on behalf of any person, after the occurrence of
                  a Potential Change in Control, but prior to the earlier of (i)
                  a date 180 days following the trigger date of a Potential
                  Change in Control or (ii) an actual Change in Control,
                  terminating this Agreement or terminating the Participant's
                  employment with the Company, other than for Cause.

                      (d) CAUSE. For purposes of 4.6, "Cause" shall mean that
         the Employer shall have the right to terminate Participant's employment
         upon (i) the breach by the Participant of any employment contract
         between him and the Employer, as provided therein, or (ii) the
         participant's conviction of a felony or crime involving moral turpitude
         (meaning a crime that necessarily includes the commission of an act of
         gross depravity, dishonesty or bad morals); provided that, after the
         occurrence of a Potential Change in Control, but prior to a Change in
         Control, Cause shall also include willful and gross misconduct that is
         materially and demonstratively detrimental to the company.

                  (e) CHANGE IN CONTROL. "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:

                           (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



PAGE 8 - SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN NO. 2


<PAGE>   13

                  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

                           (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 Change 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 a
                  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.

4.7      Withholding; Payroll Taxes

         The Employer shall withhold from payments made hereunder any taxes
required to be withheld from a Participant's wages for the federal or any state
or local government, subject to any right of the recipient to elect against
withholding.




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<PAGE>   14

4.8      Payment to Guardian

         If a Plan benefit is payable to a minor or a person declared
incompetent or to a person incapable of handling the disposition of the person's
property, the Committee may direct payment of such plan benefit to the guardian,
legal representative or person having the care and custody of such minor,
incompetent or person. The Committee may require proof of incompetency,
minority, incapacity or guardianship as it may deem appropriate prior to
distribution of the Plan benefit. Such distribution shall completely discharge
the Committee and the Employer from all liability with respect to such benefit.


                             ARTICLE V--BENEFICIARY

5.1      Beneficiary Designation

         Each Participant shall have the right, at any time, to designate any
person or persons as Beneficiary (both primary as well as secondary) to whom
benefits under the Plan shall be paid in the event of the Participant's death
prior to complete distribution to the Participant of the benefits due under the
Plan. Each Beneficiary designation shall be in a written form prescribed by the
Committee, and will be effective only when filed with the Committee during the
Participant's lifetime.

5.2      Amendments, Marital Status

         Any Beneficiary designation may be changed by a Participant without the
consent of any designated Beneficiary by the filing of a new Beneficiary
designation with the Committee. The filing of a new Beneficiary designation form
will cancel all Beneficiary designations previously filed by the Participant. If
a Participant's compensation is community property, any Beneficiary designation
shall be valid or effective only as permitted under applicable law.

5.3      No Participant Designation

         If any Participant fails to designate a Beneficiary in the manner
provided above, or if the Beneficiary designated by a deceased Participant dies
before the Participant or before complete distribution of the Participant's
benefits, the Committee, in its discretion, may direct the Employer to
distribute such Participant's benefits (or the balance thereof) to either:

                  (a) Any one (1) or more or all of the next of kin (including
         the surviving spouse) of such Participant, and in such proportions as
         the Committee determines; or

                  (b) The estate of the last to die of such Participant,
         Beneficiary, or Beneficiaries.

5.4      Effect of Payment

         Payment to the Participant's Beneficiary shall completely discharge the
Employer's obligations under the Plan with respect to that Participant.


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<PAGE>   15

                           ARTICLE VI--ADMINISTRATION

6.1      Committee; Duties

         The Plan shall be administered by the Human Resources Committee of the
Board. The Committee shall have the authority to make, amend, interpret, and
enforce all appropriate rules and regulations for the administration of the Plan
and decide or resolve any and all questions including interpretations of the
Plan, as may arise in connection with the Plan. A majority vote of the Committee
members shall control any decision.

6.2      Agents

         In the administration of the Plan, the Committee may, from time to
time, employ agents and delegate to them such administrative duties as it sees
fit, and may from time to time consult with counsel who may be counsel to the
Employer.

6.3      Binding Effect of Decisions

         The decision or action of the Committee in respect of any question
arising out of or in connection with the administration, interpretation and
application of the Plan and the rules and regulations promulgated hereunder
shall be final and conclusive and binding upon all persons having any interest
in the Plan.

6.4      Indemnity of Committee

         The Employer shall indemnify and hold harmless the members of the
Committee against any and all claims, loss, damage, expense or liability arising
from any action or failure to act with respect to the Plan, except in the case
of gross negligence or willful misconduct.


                          ARTICLE VII--CLAIMS PROCEDURE

7.1      Claim

         Any person claiming a benefit, requesting an interpretation or ruling
under the Plan, or requesting information under the Plan shall present the
request in writing to the Committee which shall respond in writing as soon as
practicable, but no later than ninety (90) days after such request.

7.2      Denial of Claim

         If the claim or request is denied, the written notice of denial shall
state:

                  (a) The reason for denial, with specific reference to the Plan
         provisions on which the denial is based.

                  (b) A description of any additional material or information
         required and an explanation of why it is necessary.


PAGE 11 - SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN NO. 2


<PAGE>   16

                  (c) An explanation of the Plan's claim review procedure.

7.3      Review of Claim

         Any person whose claim or request is denied or who has not received a
response within ninety (90) days may request review by notice given in writing
to the Committee. The claim or request shall be reviewed by the Committee who
may, but shall not be required to, grant the claimant a hearing. On review, the
claimant may have representation, examine pertinent documents, and submit issues
and comments in writing.

7.4      Final Decision

         The decision on review shall normally be made within sixty (60) days.
If an extension of time is required for a hearing or other special
circumstances, the claimant shall be notified and the time limit shall be one
hundred twenty (120) days. The decision shall be in writing and shall state the
reason and the relevant Plan provisions. All decisions on review shall be final
and bind all parties concerned.


                 ARTICLE VIII--TERMINATION OR AMENDMENT OF PLAN

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.

8.2      Notice

         Termination or amendment of the Plan shall take effect on a date fixed
by the Board and notice of such action shall promptly be given to all affected
Participants.

8.3      Modifications for Particular Participants

         In the exercise of its discretion, the Board may modify or supplement
the provisions of this Plan as it applies to a particular Participant. No
modification or supplement will be effective, however, unless it is reflected in
the Participant's Participation Agreement, or provided for in a resolution duly
adopted by the Board, or reflected in any other written document which is
executed by an officer of the Company who has been specifically authorized to
execute said written document pursuant to a resolution duly adopted by the
Board.

                            ARTICLE IX--MISCELLANEOUS

9.1      Unfunded Plan



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<PAGE>   17

         The Plan is intended to be an unfunded plan maintained primarily to
provide deferred compensation benefits for a select group of management or
highly compensated employees.

9.2      Unsecured General Creditor

         Participants and their Beneficiaries, heirs, successors and assigns
shall have no legal or equitable rights, interest or claims in any property or
assets of the Employer, nor shall they be beneficiaries of, or have any rights,
claims or interests in any life insurance policies, annuity contracts, or the
proceeds therefrom owned or which may be acquired by the Employer. Such policies
or other assets of Employer shall not be held under any trust, except a grantor
trust established by Employer, for the benefit of Participants, their
Beneficiaries, heirs, successors or assigns, or held in any way as collateral
security for the fulfilling of the obligations of Employer under the Plan. Any
and all of Employer's assets and policies shall be, and remain, the general,
unpledged, unrestricted assets of Employer. Employer's obligation under the Plan
shall be that of an unfunded and unsecured promise of Employer to pay money in
the future.

9.3      Nonassignability

         Neither a Participant nor any other person shall have any right to
commute, sell, assign, transfer, pledge, anticipate, mortgage or otherwise
encumber, transfer, hypothecate or convey in advance of actual receipt the
amounts, if any, payable hereunder, or any part thereof, which are, and all
rights to which are, expressly declared to be unassignable and nontransferable.
No part of the amounts payable shall, prior to actual payment, be subject to
seizure or sequestration for the payment of any debts, judgments, alimony or
separate maintenance owed by a Participant or any other person, nor be
transferable by operation of law in the event of a Participant's or any other
person's bankruptcy or insolvency.

9.4      Not a Contract of Employment

         The terms and conditions of the Plan shall not be deemed to constitute
a contract of employment between the Employer and the Participant, and neither
the Participant nor the Participant's Beneficiary shall have any rights against
the Employer except as may otherwise be specifically provided herein. Moreover,
nothing in the Plan shall be deemed to give a Participant the right to be
retained in the service of the Employer or to interfere with the right of the
Employer to discipline or discharge the Participant at any time.

9.5      Protective Provisions

         A Participant will cooperate with the Employer by furnishing any and
all information requested by the Employer, in order to facilitate the payment of
benefits hereunder, and by taking such physical examinations as the Employer may
deem necessary and taking such other action as may be requested by the Employer.

9.6      Governing Law

         This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of Delaware.

9.7      Validity




PAGE 13 - SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN NO. 2


<PAGE>   18

         In case any provision of the Plan shall be held illegal or invalid for
any reason, said illegality or invalidity shall not affect the remaining parts
hereof, but the Plan shall be construed and enforced as if such illegal and
invalid provisions had never been inserted herein.

9.8      Notices

         Any notice or filing required or permitted to be given to the Committee
under the Plan shall be sufficient if in writing and hand delivered, or sent by
registered or certified mail to any member of the Committee, or to the
Employer's statutory agent. Such notice shall be deemed to be given as of the
date of delivery or, if delivery is made by mail, as of the date shown on the
postmark on the receipt for registration or certification.

9.9      Successors

         The provisions of the Plan shall bind and inure to the benefit of the
Employer and its successors and assigns. The term successors as used herein
shall include any corporate or other business entity which shall, whether by
merger, consolidation, purchase or otherwise acquire all or substantially all of
the business and assets of the Employer, and successors of any such corporation
or other business entity.


                                           DEL WEBB CORPORATION


                                       By: /s/ Gary Schulke
                                           -------------------------------------

                                      Its: Vice President Human Resources
                                           -------------------------------------