EXHIBIT 10.1

                                  (as amended)

                              DEL WEBB CORPORATION
                     2000 EXECUTIVE LONG-TERM INCENTIVE PLAN


                 ARTICLE 1. ESTABLISHMENT, PURPOSE, AND DURATION

     1.1 ESTABLISHMENT OF THE PLAN. Del Webb Corporation, a Delaware corporation
(the "Company"),  establishes an incentive  compensation plan to be known as the
"Del Webb Corporation 2000 Executive Long-Term Incentive Plan" (the "Plan"). The
Plan permits the grant of Nonqualified  Stock Options,  Incentive Stock Options,
Restricted Stock, Performance Units, and Performance-Based Awards.

     Subject to shareholder ratification,  the Plan shall become effective as of
November 2, 2000 (the  "Effective  Date") and shall remain in effect as provided
in Section 1.3.

     1.2 PURPOSE OF THE PLAN.  The purpose of the Plan is to promote the success
and  enhance  the  value  of  Company  by  linking  the  personal  interests  of
Participants  to those of Company  shareholders,  and by providing  Participants
with an incentive  for  outstanding  performance.  The Plan is also  intended to
provide flexibility to Company in its ability to motivate,  attract,  and retain
the services of Participants upon whose judgment,  interest,  and special effort
the successful conduct of its operation is dependent.

     1.3 DURATION OF THE PLAN.  Subject to ratification  by the  shareholders of
Company,  the Plan shall begin on the Effective Date and shall remain in effect,
subject to Article 13, until all Shares  subject to it shall have been purchased
or acquired  according  to the Plan's  provisions.  However,  in no event may an
Award be granted under the Plan on or after November 1, 2010.

                     ARTICLE 2. DEFINITIONS AND CONSTRUCTION

     2.1 DEFINITIONS.

          (a) "Award" means,  individually or  collectively,  a grant under this
     Plan of Nonqualified  Stock Options,  Incentive  Stock Options,  Restricted
     Stock, Performance Units, or Performance-Based Awards.

          (b) "Beneficial  Owner" shall have the meaning  ascribed in Rule 13d-3
     of the General Rules and Regulations under the Exchange Act.

          (c) "Board" or "Board or  Directors"  means the Board of  Directors of
     Company.

          (d) "Cause"  means (i) the breach by a Participant  of any  employment
     contract  between the  Participant  and Company,  (ii) the  conviction of a
     Participant 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),  or (iii)  willful and gross  misconduct on the
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     part of a Participant  that is materially and  demonstrably  detrimental to
     Company.

          (e) A "Change in Control" of Company  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 Exchange Act, 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 the Exchange 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 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.

          For purposes of this Section,  the term "Voting Securities" shall mean
     and include any securities of Company which vote generally for the election
     of directors.

          (f) "Code"  means the Internal  Revenue Code of 1986,  as amended from
     time to time.

          (g)  "Committee"  means the  committee,  as  specified  in  Article 3,
     appointed  by the Board to  administer  the Plan with  respect to grants of
     Awards.

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          (h)  "Company"  means  Del  Webb  Corporation  (including  any and all
     Subsidiaries), or any successor thereto as provided in Article 15.

          (i) "Covered  Employee" means an Employee who is a "covered  employee"
     within the meaning of Section 162(m) of the Code.

          (j)  "Director"  means any  individual who is a member of the Board of
     Directors of Company.

          (k) "Disability"  means a permanent and total  disability,  within the
     meaning of Code Section  22(e)(3),  as  determined by the Committee in good
     faith, upon receipt of sufficient competent medical advice from one or more
     individuals,   selected  by  the  Committee,  who  are  qualified  to  give
     professional medical advice.

          (l)  "Employee"  means any  full-time,  nonunion  employee of Company.
     Directors who are not otherwise employed by Company shall not be considered
     Employees under this Plan.

          (m)  "Exchange  Act" means the  Securities  Exchange  Act of 1934,  as
     amended from time to time, or any successor Act.

          (n) "Fair Market Value" means,  as of any given date,  the fair market
     value of a Share or other property determined by such methods or procedures
     as may be established from time to time by the Committee.  Unless otherwise
     determined  by the  Committee,  the Fair Market  Value of a Share as of any
     date  shall be the  closing  price for a Share on any  national  securities
     exchange  on which the Shares are then listed for that date or, if there is
     no closing  price for that date,  the closing  price on the next  preceding
     date for which there is a closing price, all as reported in the WALL STREET
     JOURNAL.

          (o)  "Incentive  Stock  Option" or "ISO"  means an option to  purchase
     Shares which is designated as an Incentive  Stock Option and is intended to
     meet the requirements of Section 422 of the Code.

          (p) "Insider"  means an Employee who is, at the time an Award is made,
     an insider pursuant to Section 16 of the Exchange Act.

          (q) "Non-Employee  Director" means a member of the Board who qualifies
     as a "Non-Employee Director" as defined in Rule 16b-3(b)(3) of the Exchange
     Act as it may be amended or replaced from time to time.

          (r) "Nonqualified  Stock Option" or "NQSO" means an Option to purchase
     Shares which is not intended to be an Incentive Stock Option.

          (s) "Option" means an Incentive  Stock Option or a Nonqualified  Stock
     Option.

          (t) "Option  Price"  means the price at which a Share may be purchased
     by a Participant pursuant to an Option, as determined by the Committee.

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          (u)  "Parent"  shall have the  meaning  ascribed  to such term in Rule
     12b-2 of the Exchange Act.

          (v) "Participant" means an Employee who has outstanding an Award.

          (w) "Performance-Based Awards" means the Performance-Based  Restricted
     Stock  Awards and  Performance  Unit  Awards  granted to  selected  Covered
     Employees  pursuant to Articles 7 and 8, but which are subject to the terms
     and  conditions  set forth in Article 9. All  Performance-Based  Awards are
     intended  to  qualify as  "performance-based  compensation"  under  Section
     162(m) of the Code.

          (x)  "Performance  Criteria"  means the  criteria  that the  Committee
     selects for purposes of establishing  the  Performance  Goal or Performance
     Goals for a Participant for a Performance Period. The Performance  Criteria
     that  will  be used to  establish  Performance  Goals  are  limited  to the
     following:  pre- or  after-tax  net  earnings,  revenue  growth,  operating
     income,  operating cash flow, return on net assets, return on shareholders'
     equity,  return  on  assets,   return  on  capital,   Share  price  growth,
     shareholder returns, gross or net profit margin,  earnings per share, price
     per  Share,  and  market  share,  any of which  may be  measured  either in
     absolute terms or as compared to any incremental increase or as compared to
     results of a peer group. The Committee shall, within the time prescribed by
     Section  162(m) of the Code,  define in an objective  fashion the manner of
     calculating the Performance Criteria to use for the Performance Period.

          (y)  "Performance  Goals" means, for a Performance  Period,  the goals
     established  in writing by the Committee for the  Performance  Period based
     upon the Performance Criteria.  Depending on the Performance Criteria used,
     the Goal may relate to overall  Company  performance  or  performance of an
     operating unit or community. The Committee, in its discretion,  may, within
     the time  prescribed  by Section  162(m) of the Code,  adjust or modify the
     calculation of Performance  Goals to prevent dilution or enlargement of the
     rights of  Participants,  (i) in the event  of,  in  recognition  of, or in
     anticipation of, any unanticipated,  unusual  nonrecurring or extraordinary
     corporate item, transaction, event, or development; or (ii) in response to,
     or in anticipation of, changes in applicable laws, regulations,  accounting
     principles, or business conditions.

          (z)  "Performance  Period" means the periods of time,  which may be of
     varying and overlapping durations,  as the Committee may select, over which
     Performance  Goals  will be  measured  for the  purpose  of  determining  a
     Participant's right to, and the payment of, a Performance-Based Award.

          (aa) "Performance Unit" means an Award granted to an Employee pursuant
     to Article 8.

          (bb)  "Period  of  Restriction"  means  the  period  during  which the
     transfer  of  Shares  of  Restricted  Stock  is  limited  in  some  way (as
     determined by the Committee, in its discretion), and the Shares are subject
     to a substantial risk of forfeiture, as provided in Article 7.

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          (cc)  "Restricted  Stock"  means an  Award  granted  to a  Participant
     pursuant to Article 7.

          (dd)  "Retirement"  means a voluntary  termination  of employment by a
     Participant  who has less than 10 years of service with Company at or after
     age 65, or voluntary  termination at or after age 55 for  Participants  who
     have at least 10 years of service with Company as of the date of employment
     termination.  The  Committee  may  shorten  the years of service or the age
     requirements.

          (ee) "Shares" means the shares of common stock of Company.

          (ff)  "Subsidiary"   means  any  corporation  in  which  Company  owns
     directly,  or indirectly  through  subsidiaries,  at least 50% of the total
     combined  voting  power  of all  classes  of  stock,  or any  other  entity
     (including,  but not limited to,  partnerships and joint ventures) in which
     Company owns at least 50% of the combined equity.

     2.2 GENDER AND NUMBER. Except where otherwise indicated by the context, any
masculine  term used herein also shall  include the  feminine;  the plural shall
include the singular and the singular shall include the plural.

     2.3 SEVERABILITY.  If a court of competent jurisdiction determines that any
portion of this Plan is in  violation  of any  statute,  common  law,  or public
policy,  then only the portion of this Plan that  violate such  statute,  common
law, or public  policy shall be stricken.  All portions of this Plan that do not
violate any statute or public  policy  shall  continue in full force and effect.
Further,  any court order  striking  any  portion of this Plan shall  modify the
stricken terms as narrowly as possible,  or the Committee may amend the Plan, to
give as much  effect as  possible to the  intentions  of the parties  under this
Plan.

                            ARTICLE 3. ADMINISTRATION

     3.1 THE COMMITTEE.  The Plan shall be  administered  by the Human Resources
Committee of the Board, or by any other Committee if the Board so determines. In
any event,  unless otherwise  specifically  provided by the Board, the Committee
shall  consist  of not less  than two  Directors,  each of whom  qualifies  as a
Non-Employee  Director,  and an "outside director" under Code Section 162(m) and
the  regulations  thereunder.  The members of the  Committee  shall serve at the
discretion of the Board.

     3.2 AUTHORITY OF THE COMMITTEE. The Committee shall have full power, except
as limited by law or by the Articles of Incorporation or Bylaws of Company,  and
subject to the provisions  herein, to determine the size and types of Awards; to
determine the terms and conditions of such Awards including, but not limited to,
the  exercise  price,  grant  price,  or purchase  price,  any  restrictions  or
limitations on any Award,  any schedule for lapse of forfeiture  restrictions or
restrictions on the  exercisability  of an Award,  and  accelerations or waivers
thereof,  based in each case on such considerations as the Committee in its sole
discretion determines; to cancel and reissue any Awards granted hereunder in the
event the Award lapses for any reason  (provided  that the  Committee  shall not
have the authority to reprice previously issued and currently outstanding Awards
without  shareholder  approval);  to  construe  and  interpret  the Plan and any
agreement or instrument  entered into under the Plan; to  establish,  amend,  or

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waive rules and regulations for the Plan's  administration;  and (subject to the
provisions of Article 13) to amend the terms and  conditions of any  outstanding
Award to the extent such terms and  conditions  are within the discretion of the
Committee  as  provided  in  the  Plan.  The  Committee  shall  make  all  other
determinations  that may be necessary or advisable for the administration of the
Plan.

     3.3  DECISIONS  BINDING.  All  determinations  and  decisions  made  by the
Committee  pursuant  to the  provisions  of the Plan and all  related  orders or
resolutions of the Board of Directors shall be final, conclusive, and binding on
all persons, including Company, its stockholders,  Employees,  Participants, and
their estates and beneficiaries.

     3.4  DELEGATION.  As permitted by law,  the  Committee  may delegate to any
officer  of  Company or any  committee  comprised  of  officers  of Company  the
authority  to take any and all actions  permitted or required to be taken by the
Committee  hereunder;  provided that such delegation shall not be permitted with
respect to Options or other  Awards  granted or to be granted to any  officer of
Company  and that,  to the extent the  Committee  delegates  authority  to grant
Options and other Awards hereunder,  such delegation shall specify the aggregate
number  of  Shares  that may be  awarded  pursuant  to such  delegation  and may
establish  the  maximum  number of Shares  that may be subject to any Award made
pursuant to such delegation and any other limitations thereon that the Committee
may choose to impose.

                      ARTICLE 4. SHARES SUBJECT TO THE PLAN

     4.1 NUMBER OF SHARES. Subject to adjustment as provided in Section 4.3, the
total number of Shares available for grant under the Plan shall be 500,000.

     4.2  LAPSED  AWARDS.  If any Award  granted  under  this Plan is  canceled,
terminates,  expires, or lapses for any reason, any Shares subject to such Award
again shall be available for the grant of an Award.

     4.3 ADJUSTMENTS IN AUTHORIZED SHARES. The Committee may make or provide for
such  adjustments  in the (a)  number of Shares  covered by  outstanding  Awards
granted hereunder, (b) prices per Share applicable to outstanding Awards and (c)
kind of Shares covered  thereby,  as the Committee in its sole discretion may in
good faith  determine to be equitably  required in order to prevent  dilution or
enlargement of the rights of  Participants  that otherwise would result from (x)
any  stock   dividend,   stock  split,   combination   or  exchange  of  Shares,
recapitalization  or other change in the capital  structure of Company,  (y) any
merger, consolidation,  spin-off, spin-out, split-off, split-up, reorganization,
partial or complete  liquidation,  other  distribution  of assets  (other than a
normal cash dividend), issuance of rights or warrants to purchase securities, or
(z) any other corporate  transaction or event having an effect similar to any of
the foregoing.  Moreover,  in the event of any such  transaction  or event,  the
Committee may provide in  substitution  for any outstanding  Awards  alternative
consideration  as it may in good  faith  determine  to be  equitable  under  the
circumstances,  and may require the surrender of all Awards so substituted.  The
Committee may also make or provide for such  adjustments in the number of Shares
specified in Section 4.1,  4.4, or 9.5 as the  Committee in its sole  discretion
may  in  good  faith  determine  to be  appropriate  in  order  to  reflect  any

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transaction or event described in this Section.  Any adjustment pursuant to this
Section will be conclusive and binding for all purposes.

     4.4  LIMITATION ON NUMBER OF SHARES SUBJECT TO AWARD.  Notwithstanding  any
provision  in the Plan to the  contrary,  the maximum  number of shares of Stock
that may be subject to one or more Awards  granted to any one  Participant  over
the term of the Plan shall be 150,000.

                    ARTICLE 5. ELIGIBILITY AND PARTICIPATION

     5.1  ELIGIBILITY.  Persons eligible to participate in this Plan include all
officers and key Employees of Company, as determined by the Committee.

     5.2 ACTUAL PARTICIPATION. The Committee may, from time to time, select from
all eligible Employees those to whom Awards shall be granted and shall determine
the nature  and amount of each  Award.  No  Employee  shall have any right to be
granted an Award under this Plan.  Nothing in this Plan shall  interfere with or
limit the right of Company to  terminate  any  Participant's  employment  at any
time,  nor  confer on any  Participant  any right to  continue  in the employ of
Company.  Transfer of employment of a Participant between Company and any one of
its  Subsidiaries  (or  between  Subsidiaries)  shall  not be a  termination  of
employment.

                            ARTICLE 6. STOCK OPTIONS

     6.1 GRANT OF OPTIONS.  Options may be granted to  Employees at any time and
from time to time as shall be determined by the Committee.  The Committee  shall
have  discretion in determining  the number of Shares subject to Options granted
to each  Participant.  The  Committee  may grant ISOs,  NQSOs,  or a combination
thereof. Nothing in this Article 6 shall be deemed to prevent the grant of NQSOs
in excess of the maximum established for ISOs by Section 422(d) of the Code.

     6.2 OPTION  AGREEMENT.  Each Option  grant shall be  evidenced by an Option
Agreement that shall specify the Option Price,  the duration of the Option,  the
number of Shares to which the Option pertains,  and such other provisions as the
Committee shall  determine.  The Option Agreement also shall specify whether the
Option is intended to be an ISO within Section 422 of the Code, or a NQSO.

     6.3 OPTION  PRICE.  The Option  Price for each grant shall not be less than
100% of the Fair Market Value on the date of grant.

     6.4  DURATION OF  OPTIONS.  Each  Option  shall  expire at such time as the
Committee shall determine at the time of grant;  provided,  that no Option shall
be exercisable later than the 10th anniversary of grant.

     6.5  EXERCISE  OF OPTIONS.  Options  shall be  exercisable  at times and be
subject to  restrictions  and conditions as the Committee shall in each instance
approve, which need not be the same for each grant or for each Participant.

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     6.6 PAYMENT.  Options shall be exercised by written notice to the Secretary
of Company,  setting forth the number of Shares with respect to which the Option
is to be exercised, accompanied by full payment for the Shares.

     The Option Price upon exercise shall be payable to Company  either:  (a) in
cash or its equivalent,  or (b) by tendering previously acquired Shares having a
Fair Market  Value equal to the total  Option  Price  (provided  that the Shares
which are tendered must have been held by the  Participant for at least 6 months
prior to their tender to satisfy the Option  Price),  or (c) by a combination of
(a) and (b).

     The Committee also may allow cashless  exercise as permitted  under Federal
Reserve Board's Regulation T, subject to applicable securities law restrictions,
or by any other means which the Committee  determines to be consistent  with the
Plan's  purpose and  applicable  law. The proceeds  from such a payment shall be
added to the general funds of Company.

     As soon as practicable after receipt of a written  notification of exercise
and full payment, Company shall deliver to the Participant, in the Participant's
name,  Share  certificates  based upon the number of Shares  purchased under the
Option(s).

     6.7  RESTRICTIONS  ON SHARE  TRANSFERABILITY.  The  Committee  shall impose
restrictions on any Shares acquired  pursuant to the exercise of an Option as it
may deem advisable, including, without limitation, restrictions under applicable
Federal  securities laws, under the requirements of any stock exchange or market
upon which such Shares are then listed and/or traded,  and under any blue sky or
state securities laws applicable to such Shares.

     6.8 TERMINATION OF EMPLOYMENT DUE TO DEATH, DISABILITY, OR RETIREMENT.

          (a)  Termination by Death.  If employment is terminated by death,  any
     outstanding  Options  which are vested as of the date of death shall remain
     exercisable at any time prior to their expiration date, or for 1 year after
     the date of death,  whichever period is shorter,  by such person or persons
     as shall have been named as the Participant's beneficiary or by anyone that
     has acquired the Participant's  rights under the Option by will or the laws
     of descent and distribution.

          In  addition,  Options  not  vested  as of the date of death  shall be
     vested as follows: The percentage vesting of the portion of an Option which
     would have vested on the  anniversary  of the date of grant next  following
     employment  termination (the "Next Vesting Date"),  shall equal a fraction,
     the  numerator  of  which is the  number  of full  weeks  of  Participant's
     employment  during the 12-month period ending on the Next Vesting Date, and
     the denominator of which is 52; and

          Any portion not deemed vested as of the date of employment termination
     shall expire immediately.

          (b)  TERMINATION  BY  DISABILITY.   If  employment  is  terminated  by
     Disability,  any  outstanding  Options  which are  vested as of the date of
     termination shall remain  exercisable at any time prior to their expiration
     date,  or for l year  after the date of  termination,  whichever  period is
     shorter.

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          In addition,  Options not vested as of the date of termination  due to
     disability  shall be vested as determined by the guidelines in Subparagraph
     (a) of Section 6.8.

          Any Options  not deemed  vested as of the date of  termination  due to
     Disability shall expire immediately.

          (c)  TERMINATION  BY  RETIREMENT.   If  employment  is  terminated  by
     Retirement,  any  outstanding  Options  vested as of the effective  date of
     Retirement  shall remain  exercisable at any time prior to their expiration
     date,  or for 3 years after the  effective  date of  Retirement,  whichever
     period is shorter.

          In addition, Options not vested as of the effective date of Retirement
     shall be vested as determined  by the  guidelines  in  Subparagraph  (a) of
     Section 6.8.

          Any Options not vested as of the effective  date of  Retirement  shall
     expire immediately.

          (d)  EXERCISE  LIMITATIONS  ON  ISOS.  In the  case of  ISOs,  the tax
     treatment  prescribed under Section 422 of the Code may not be available if
     the Options are not exercised  within Section 422  prescribed  time periods
     after each of the various types of employment termination.

          (e)  OPTION  AGREEMENTS.   The  exercise  periods  and  vesting  rules
     described  in  Subparagraphs  (a),  (b),  and (c) above  shall apply in the
     absence of any contrary  provisions in the Option Agreement.  The Committee
     may prescribe  alternative  vesting rules and exercise periods in an Option
     Agreement or may accelerate  vesting upon Death,  Disability or Retirement,
     at its discretion.

     6.9  TERMINATION  OF  EMPLOYMENT  FOR OTHER  REASONS.  Except as  otherwise
provided in an Option  Agreement,  if employment shall terminate for any reason,
other than the reasons  set forth in Section  6.8 or for Cause,  all Options not
vested as of the effective date of employment termination shall expire.

     Except as otherwise  provided in an Option Agreement,  Options vested as of
the effective  date of  termination  may be exercised from the effective date of
employment termination to 3 months after termination.

     If the  employment  shall  terminate  for Cause,  all  outstanding  Options
immediately  shall be forfeited  to Company and no  additional  exercise  period
shall be allowed, regardless of the vested status of the Options.

     6.10 NONTRANSFERABILITY OF OPTIONS. An ISO may not be sold, transferred, or
otherwise  alienated or hypothecated,  other than by will or the laws of descent
and  distribution.  A NQSO may be transferrable  subject to terms and conditions
established by the Committee. All Options shall be exercisable during his or her
lifetime only by Participant or an authorized transferee.

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                           ARTICLE 7. RESTRICTED STOCK

     7.1 GRANT OF  RESTRICTED  STOCK.  Subject  to the  terms of the  Plan,  the
Committee may grant Shares of Restricted Stock to eligible Employees.  The total
number of Shares granted  pursuant to Restricted  Stock  Agreements that include
only time based restrictions shall not exceed 50,000. The total number of Shares
granted pursuant to Restricted Stock Agreements that include  restrictions based
on achievement of specific  performance  goals,  (including,  but not limited to
Company-wide,   divisional,   and/or  individual  goals)  shall  not  exceed  an
additional 100,000 Shares.

     7.2 RESTRICTED  STOCK  AGREEMENT.  Each Restricted Stock grant shall have a
Restricted  Stock Agreement that shall specify the Periods of  Restriction,  the
number of Shares granted, and other provisions as the Committee shall determine.

     7.3  TRANSFERABILITY.  Except as  provided  in this  Article  7,  Shares of
Restricted  Stock  may not be  sold,  transferred,  or  otherwise  alienated  or
hypothecated  until the end of the Period of Restriction or  satisfaction of any
other  conditions as specified by the  Committee or set forth in the  Restricted
Stock  Agreement.  All rights to the Restricted  Stock shall be available during
his or her lifetime only to Participant.

     7.4 OTHER RESTRICTIONS.  The Committee shall impose such other restrictions
on any Shares of Restricted  Stock as it may deem advisable  including,  without
limitation,  restrictions  based upon the  achievement  of specific  performance
goals (Company-wide,  divisional, and/or individual),  and/or restrictions under
applicable  Federal or state  securities  laws; and may legend the  certificates
representing Restricted Stock to give appropriate notice of such restrictions.

     7.5 CERTIFICATE  LEGEND.  In addition to any legends placed on certificates
pursuant to Section 7.4,  each  certificate  representing  Shares of  Restricted
Stock granted pursuant to the Plan may bear the following legend:

          "The sale or transfer of the Shares  represented by this  certificate,
     whether  voluntary,  involuntary,  or by  operation  of law,  is subject to
     certain restrictions on transfer in the Del Webb Corporation 2000 Executive
     Long-Term  Incentive Plan, and in a Restricted Stock  Agreement.  A copy of
     the Plan and Restricted  Stock Agreement may be obtained from the Secretary
     of Del Webb Corporation."

     7.6 REMOVAL OF RESTRICTIONS.  Except as otherwise  provided in this Article
7, Shares of Restricted  Stock covered by each Restricted Stock grant made under
the Plan shall become freely  transferable by the Participant after the last day
of the Period of  Restriction.  Once Shares are released from the  restrictions,
the  Participant  shall be entitled  to have the legend  required by Section 7.5
removed from his or her Share certificate.

     7.7 VOTING RIGHTS.  During the Period of Restriction,  Participants holding
Shares of Restricted Stock may exercise full voting rights.

     7.8 DIVIDENDS AND OTHER  DISTRIBUTIONS.  During the Period of  Restriction,
Participants holding Shares of Restricted Stock shall be entitled to receive all
dividends and other distributions paid with respect to those Shares. If any such
dividends or  distributions  are paid in Shares,  the Shares shall be subject to

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the same restrictions on  transferability  and forfeitability as the Shares with
respect to which they were paid.

     7.9  TERMINATION  OF  EMPLOYMENT.  If  employment  shall  terminate for any
reason,  except as  otherwise  stated in the  Restricted  Stock  Agreement,  all
nonvested shares of Restricted Stock shall be forfeited immediately.  The number
of  Shares  of  Restricted  Stock  deemed  vested  as of the  effective  date of
termination  shall be determined  pursuant to the guidelines in Sections 6.8 and
6.9, except as otherwise provided in the Restricted Stock Agreement.

                          ARTICLE 8. PERFORMANCE UNITS

     8.1  GRANT  OF  PERFORMANCE  UNITS.  Subject  to the  terms  of  the  Plan,
Performance  Units may be granted to eligible  Employees  as  determined  by the
Committee.  The terms on which the Performance Units are granted shall be stated
in a Performance Unit Award Agreement.

     8.2 VALUE OF PERFORMANCE UNITS. Each Performance Unit shall have an initial
value established by the Committee at the time of grant. The Committee shall set
performance  goals in its discretion that will determine the number and/or value
of Performance Units that will be paid out.

     8.3 EARNING OF  PERFORMANCE  UNITS.  After the time period during which the
goals must be met, the holder of Performance  Units shall be entitled to receive
payout on the number of  Performance  Units earned over such period,  all as set
forth in the Performance Unit Award Agreement.

     8.4 FORM AND  TIMING OF  PAYMENT OF  PERFORMANCE  UNITS.  Payment of earned
Performance  Units shall be made in a single lump sum,  within 45 calendar  days
following  the end of the time period  during  which the goals must be met.  The
Committee, in its sole discretion,  may pay earned Performance Units in the form
of cash or in Shares (or in a combination  thereof) which have an aggregate Fair
Market Value equal to the value of the earned  Performance Units at the close of
such period.

     Prior to the  beginning of each period  during which the goals must be met,
Participants  may elect to defer the receipt of the Performance Unit payout upon
such terms as the Committee may approve.

     8.5  TERMINATION OF EMPLOYMENT  DUE TO DEATH,  DISABILITY,  RETIREMENT,  OR
INVOLUNTARY  TERMINATION  (WITHOUT CAUSE). In the event employment is terminated
by reason of death, Disability,  Retirement,  or involuntary termination without
Cause during a  Performance  Period,  the  Participant  shall receive a prorated
payout of the Performance  Units. The prorated payout shall be determined by the
Committee, in its sole discretion, based upon the guidelines in Sections 6.8 and
6.9,  or such other  standards  as may be  prescribed  by the  Committee  in the
Performance Unit Award Agreement,  and further adjusted based on the achievement
of the preestablished performance goals.

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     Payment of earned  Performance Units shall be made at the time payments are
made to  Participants  who did not terminate  employment  during the time period
during which the goals must be met.

     8.6  TERMINATION  OF  EMPLOYMENT  FOR  OTHER  REASONS.   In  the  event  of
termination  for any reason  other  than  reasons  in  Section  8.5,  unless the
Committee determines otherwise, all Performance Units shall be forfeited.

     8.7  NONTRANSFERABILITY.  Performance Units may not be sold, transferred or
otherwise  alienated  or  hypothecated,  other  than by  will or by the  laws of
descent and distribution.  Participant's  rights shall be exercisable during the
Participant's   lifetime  only  by  the  Participant  or   Participant's   legal
representative.

                       ARTICLE 9. PERFORMANCE-BASED AWARDS

     9.1 PURPOSE.  The purpose of Article 9 is to provide the ability to qualify
the  Restricted  Stock Awards under  Article 7 and the  Performance  Unit Awards
under Article 8 as "performance-based  compensation" under Section 162(m) of the
Code. If the Committee, in its discretion,  decides to grant a Performance-Based
Award to a Covered Employee,  the provisions of Article 9 shall control over any
contrary provision in Articles 7 or 8.

     9.2  APPLICABILITY.  Article 9 shall apply only to those Covered  Employees
receiving Performance-Based Awards. The Committee may, in its discretion,  grant
Restricted Stock Awards or Performance Unit Awards to Covered  Employees that do
not satisfy the requirements of Article 9.

     9.3  DISCRETION  OF  COMMITTEE  WITH  RESPECT TO  PERFORMANCE  AWARDS.  The
Committee  shall have full discretion to select the  Participant,  the length of
any Performance Period, the type of  Performance-Based  Awards to be issued, the
kind and/or level of the Performance  Goal, and whether the Performance  Goal is
to apply to Company, a Subsidiary or any division or business unit.

     9.4 PAYMENT OF PERFORMANCE  AWARDS.  Unless otherwise provided in the Award
Agreement, a Participant must be employed by Company or a Subsidiary on the last
day of the  Performance  Period to be eligible for a Performance  Award for such
Performance  Period. A Participant  shall be eligible to receive payment only if
the Performance Goals are achieved.

     The Committee  may reduce or eliminate the amount of the  Performance-Based
Award for the Performance Period if, in its absolute discretion,  a reduction or
elimination is appropriate.

     9.5 MAXIMUM AWARD PAYABLE.  Notwithstanding  any provision contained in the
Plan  to the  contrary,  the  maximum  Performance-Based  Award  payable  to any
Participant   for  a   Performance   Period   is  40,000   Shares,   or  if  the
Performance-Based  Award is paid in cash, such maximum  Performance-Based  Award
shall be determined by multiplying  40,000 by the Fair Market Value of one Share
as of the date of the Performance-Based Award.

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<PAGE>
                       ARTICLE 10. BENEFICIARY DESIGNATION

     Each Participant may name any beneficiaries  (contingently or successively)
to whom any benefit is to be paid in case of death before  Participant  receives
all of the benefit.  Each such designation shall revoke all prior  designations,
shall be in a form prescribed by Company,  and will be effective only when filed
by the  Participant  in writing with the Human  Resources  Department of Company
during Participant's lifetime. In the absence of any such designation,  benefits
shall be paid to the Participant's estate.

                              ARTICLE 11. DEFERRALS

     The Committee  may permit a Participant  to defer receipt of the payment of
cash or the  delivery of Shares that would  otherwise be due to  Participant  by
virtue of the exercise of an Option,  the lapse or waiver of  restrictions  with
respect to Restricted  Stock,  or the  satisfaction of any goals with respect to
Performance  Units. If any deferral election is permitted,  the Committee shall,
in its  sole  discretion,  establish  rules  and  procedures  for  such  payment
deferrals.

                          ARTICLE 12. CHANGE IN CONTROL

     Upon a Change in Control,  unless otherwise specifically  prohibited by the
terms of Article 16:

          (a) All Options shall become immediately  exercisable and shall remain
     exercisable at any time prior to their  expiration date or for 1 year after
     the Change in Control,  whichever period is shorter;  provided that, if the
     Participant is terminated  following a Change in Control, the provisions of
     the Plan regarding  exercisability  of vested options set forth in Sections
     6.8 and 6.9 shall apply.

          (b) Any  restriction  periods and  restrictions  imposed on Restricted
     Shares shall lapse,  and within 10 business days after a Change in Control,
     the stock certificates representing Shares of Restricted Stock, without any
     restrictions  or  legend  thereon,  shall be  delivered  to the  applicable
     Participants;

          (c) The value,  time and manner of  payment of all  Performance  Units
     shall be governed by the Performance Unit Award Agreement; and

          (d) Subject to Article 13, the  Committee  shall have the authority to
     make any modifications to the Awards as determined to be appropriate before
     the effective date of the Change in Control.

              ARTICLE 13. AMENDMENT, MODIFICATION, AND TERMINATION

     13.1 AMENDMENT,  MODIFICATION,  AND  TERMINATION.  With the approval of the
Board, the Committee may terminate,  amend, or modify the Plan.  However, to the
extent necessary and desirable to comply with any applicable law, regulation, or
stock  exchange rule,  the Board shall obtain  shareholder  approval of any Plan
amendment as may be required.

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<PAGE>
     13.2 AWARDS PREVIOUSLY GRANTED. No termination,  amendment, or modification
of the Plan shall adversely  affect any Award  previously  granted,  without the
written consent of the Participant holding the Award.

                             ARTICLE 14. WITHHOLDING

     The Company  shall have the power and the right to deduct or  withhold,  or
require a  Participant  to remit to  Company,  an amount  sufficient  to satisfy
Federal,  state,  and local taxes  (including  FICA  obligation)  required to be
withheld with respect to any grant, exercise, or payment made as a result of the
Plan.

                             ARTICLE 15. SUCCESSORS

     All  obligations  of Company with respect to Awards shall be binding on any
successor to Company, whether the existence of such successor is the result of a
direct or indirect  purchase,  merger,  consolidation,  or otherwise,  of all or
substantially all the business and/or assets of Company.

                         ARTICLE 16. REQUIREMENTS OF LAW

     16.1 REQUIREMENTS OF LAW. The granting of Awards and the issuance of Shares
under the Plan shall be subject to all applicable laws,  rules, and regulations,
and to such  approvals  by any  governmental  agencies  or  national  securities
exchanges as may be required.

     16.2  GOVERNING  LAW.  The Plan,  and all  agreements  hereunder,  shall be
governed by Delaware law.

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