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                                                                     EXHIBIT 4.9
                           AMENDED AND RESTATED 2/8/01

                              DEL WEBB CORPORATION
                     1998 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"), hereby establishes an incentive compensation plan
to be known as the "Del Webb Corporation 1998 Executive Long-Term Incentive
Plan" (the "Plan"), as set forth in this document. The Plan permits the grant of
Nonqualified Stock Options, Incentive Stock Options, Restricted Stock,
Performance Units, and Performance-Based Awards.

         Upon approval by the Board of Directors of Company and subject to
shareholder ratification, the Plan shall become effective as of November 4, 1998
(the "Effective Date"), as amended April 13, 2000, as amended November 2, 2000,
as amended and restated February 8, 2001, 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 further 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
largely is dependent.

         1.3 Duration of the Plan. Subject to approval by the Board of Directors
of Company and ratification by the shareholders of Company, the Plan shall
commence on the Effective Date, as described in Section 1.1, and shall remain in
effect, subject to the right of the Board of Directors to terminate the Plan at
any time pursuant to Article 14, 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 3, 2008.

                     ARTICLE 2. DEFINITIONS AND CONSTRUCTION

         2.1 Definitions. Whenever used in the Plan, the following terms shall
have the meanings set forth below and, when the meaning is intended, the initial
letter of the word is capitalized:

                  (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 to such
         term in Rule 13d-3 of the General Rules and Regulations under the
         Exchange Act.




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                  (c) "Board" or "Board or Directors" means the Board of
         Directors of Del Webb Corporation.

                  (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 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.


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                  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.

                  (h) "Company" means Del Webb Corporation, a Delaware
         corporation (including any and all Subsidiaries), or any successor
         thereto as provided in Article 16 herein.

                  (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 thereto.

                  (n) "Fair Market Value" means the average of the highest and
         lowest quoted selling prices for Shares on the relevant date, or (if
         there were no sales on such date) the weighted average of the means
         between the highest and lowest quoted selling prices on the nearest day
         before and the nearest day after the relevant date, as reported in the
         Wall Street Journal or a similar publication selected by the Committee.

                  (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 under this Plan, 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, replaced, or suspended from
         time to time.




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                  (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.

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

                  (v) "Participant" means an Employee of Company who has
         outstanding an Award granted under the Plan.

                  (w) "Performance-Based Awards" means the 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 it selects to use for such Performance Period for such
         Participant.

                  (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 to establish such Goal, the Goal may be
         expressed in terms of overall Company performance or the 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 for such Performance Period
         in order to prevent the dilution or enlargement of the rights of
         Participants, (i) in the event of, or in anticipation of, any unusual
         or extraordinary corporate item, transaction, event, or development;
         and (ii) in recognition of, or in anticipation of, any other unusual or
         nonrecurring events affecting Company, or the financial statements of
         Company, or (iii) in response to, or in anticipation of, changes in
         applicable laws, regulations, accounting principles, or business
         conditions.



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                  (z) "Performance Period" means the one or more periods of
         time, which may be of varying and overlapping durations, as the
         Committee may select, over which the attainment of one or more
         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 (based on
         the passage of time, the achievement of performance goals, or upon the
         occurrence of other events as determined by the Committee, in its
         discretion), and the Shares are subject to a substantial risk of
         forfeiture, as provided in Article 7.

                  (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 ten (10) years of service with
         Company at or after age sixty-five (65), or voluntary termination at or
         after age fifty-five (55) for Participants who have at least ten (10)
         years of service with Company as of the date of employment termination,
         or any other criteria determined by such methods or procedures as may
         be established from time to time by the Committee

                  (ee) "Shares" means the shares of common stock of Del Webb
         Corporation.

                  (ff) "Subsidiary" means any corporation in which Company owns
         directly, or indirectly through subsidiaries, at least fifty percent
         (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 fifty percent (50%) of the
         combined equity thereof.

         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. In the event that 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 portions 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 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 appointed by the
Board consisting of not



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less than two (2) Directors each of whom qualifies as (i) a Non-Employee
Director, and (ii) an "outside director" under Code Section 162(m) and the
regulations thereunder. The members of the Committee shall be appointed from
time to time by, and shall serve at the discretion of, the Board of Directors.
The Human Resources Committee of the Board shall constitute the Committee unless
the Board determines otherwise.

         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 waive rules and regulations for the Plan's
administration; and (subject to the provisions of Article 14) 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. Further, the
Committee shall make all other determinations which may be necessary or
advisable for the administration of the Plan. As permitted by law, the Committee
may delegate its authorities as identified hereunder.

         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. 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 one
million (1,000,000). These one million (1,000,000) Shares may be either
authorized but unissued or reacquired Shares.



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         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 under the Plan.

         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, or 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 or all outstanding Awards under
this Plan such alternative consideration as it may in good faith determine to be
equitable under the circumstances and may require in connection therewith the
surrender of all Awards so replaced. 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 transaction or event described in this
Section. Any adjustment pursuant to this Section will be conclusive and binding
for all purposes of the Plan.

         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 three hundred thousand (300,000).

                    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,
including Employees who are members of the Board, but excluding Non-Employee
Directors.

         5.2 Actual Participation. Subject to the provisions of the Plan, 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.
In addition, nothing in this Plan shall interfere with or limit in any way the
right of Company to terminate any Participant's employment at any time, nor
confer upon any Participant any right to continue in the employ of Company.

                            ARTICLE 6. STOCK OPTIONS

         6.1 Grant of Options. Subject to the terms and provisions of the Plan,
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



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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 or Notification Form. Each Option grant shall be
evidenced by an Option Agreement or Notification Form 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 or Notification Form also shall specify whether the Option is
intended to be an ISO within Section 422 of the Code, or a NQSO. The Agreement
or Notification Form may be delivered electronically. If the Optionee elects not
to accept the award, they must notify the Company in writing within 90 days of
the grant date.

         6.3 Option Price. The Option Price for each grant of an Option shall
not be less than one hundred percent (100%) of the Fair Market Value of such
Share on the date the Option is granted.

         6.4 Duration of Options. Each Option shall expire at such time as the
Committee shall determine at the time of grant; provided, however, that no
Option shall be exercisable later than the tenth (10th) anniversary date of its
grant.

         6.5 Exercise of Options. Options granted under the Plan shall be
exercisable at such times and be subject to such restrictions and conditions as
the Committee shall in each instance approve, which need not be the same for
each grant or for each Participant.

         6.6 Payment. Options shall be exercised by the delivery of a written
notice of exercise 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 of any Option shall be payable to
Company in full either: (a) in cash or its equivalent, or (b) by tendering
previously acquired Shares having a Fair Market Value at the time of exercise
equal to the total Option Price (provided that the Shares which are tendered
must have been held by the Participant for at least six (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 and shall be used for
general corporate purposes.

         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 in an appropriate amount based upon the
number of Shares purchased under the Option(s).

         6.7 Restrictions on Share Transferability. The Committee shall impose
such restrictions on any Shares acquired pursuant to the exercise of an Option
under the Plan 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.



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         6.8 Termination of Employment Due to Death, Disability, or Retirement.

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

                  The portion of any outstanding Option which is deemed vested
         under this Plan as of the date of employment termination shall be
         determined according to the following guidelines:

                           (i) The portion of the Option which is exercisable as
                  of the date of employment termination shall remain
                  exercisable;

                           (ii) The percentage vesting of the portion of an
                  Option which otherwise would have vested on the anniversary of
                  the date of grant next following the Participant's death (the
                  "Next Vesting Date"), shall equal a fraction, the numerator of
                  which is the number of full weeks of such Participant's
                  employment during the 12-month period ending on the Next
                  Vesting Date, and the denominator of which is fifty-two (52);
                  and

                           (iii) Any portion of an Option which is not deemed
                  vested as of the date of employment termination, including the
                  portion of an Option that is not deemed vested prior to the
                  Next Vesting Date (determined in accordance with Subparagraph
                  (ii) above), and the portion of an Option which would have
                  vested after the Next Vesting Date, shall expire immediately
                  and may not be exercised following such time. The Shares
                  subject to such expired Option shall be forfeited by the
                  Participant and shall again be available for grant under the
                  Plan.

                  (b) Termination by Disability. In the event the employment of
         a Participant is terminated by reason of Disability, any outstanding
         Options granted to that Participant which are vested as of the date of
         termination due to Disability shall remain exercisable at any time
         prior to their expiration date, or for one (l) year after the date of
         termination due to Disability, whichever period is shorter.

                  The portion of any outstanding Option which is deemed vested
         as of the date of termination due to Disability shall be determined
         pursuant to the guidelines set forth in Subparagraphs (a)(i) through
         (a)(iii) of this Section 6.8.

                  Any Options that are not vested as of the date of termination
         due to Disability shall expire immediately and may not be exercised
         following such date.

                  (c) Termination by Retirement. In the event the employment of
         a Participant is terminated by reason of Retirement, any outstanding
         Options granted to that Participant which are vested as of the
         effective date of Retirement shall remain exercisable at any



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         time prior to their expiration date, or for three (3) years after the
         effective date of Retirement, whichever period is shorter.

                  The portion of any outstanding Option which is deemed vested
         as of the effective date of Retirement shall be determined pursuant to
         the guidelines set forth in Subparagraphs (a)(i) through (a)(iii) of
         this Section 6.8.

                  Any Options which are not vested as of the effective date of
         Retirement shall expire immediately and may not be exercised following
         such date.

                  (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 the Section 422 prescribed time
         periods after each of the various types of employment termination.

                  (e) Option Agreement or Notification Form. 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 or Notification Form. The Committee may prescribe
         alternative vesting rules and exercise periods in an Option Agreement
         or Notification Form or may accelerate vesting upon Death, Disability
         or Retirement, at its discretion.

         Notwithstanding the exercise periods described in Subparagraphs (a),
(b), and (c) above, the Committee shall have the authority, in its sole
discretion, to accelerate the vesting of Options which are outstanding as of the
date of employment termination for one of the reasons described in this Section
6.8.

         6.9 Termination of Employment for Other Reasons. If the employment of a
Participant shall terminate for any reason (other than the reasons set forth in
Section 6.8 or for Cause), all Options held by the Participant which are not
vested as of the effective date of employment termination immediately shall be
forfeited to the Company (and shall once again become available for grant under
the Plan). However, the Committee, in its sole discretion, shall have the right
to immediately vest all or any portion of such Options, subject to such terms as
the Committee, in its sole discretion, deems appropriate.

         Except as otherwise provided in an applicable Option Agreement or
Notification Form, options which are vested as of the effective date of
employment termination may be exercised by the Participant within the period
beginning on the effective date of employment termination and ending three (3)
months after such date.

         If the employment of a Participant shall terminate for Cause, all
outstanding Options held by the Participant 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 Incentive Stock Option granted
under the Plan may not be sold, transferred, pledged, assigned, or otherwise
alienated or hypothecated, other than by will or by the laws of descent and
distribution. A NQSO granted under the Plan may be transferable to a family
member or members, or to a trust or similar entity (including a family



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limited partnership) benefiting such family member or members, subject to such
restrictions, limitations, or conditions as the Human Resources Committee deems
to be appropriate.

                          ARTICLE 7. RESTRICTED STOCK

         7.1 Grant of Restricted Stock. Subject to the terms and provisions of
the Plan, the Committee, at any time and from time to time, may grant Shares of
Restricted Stock to eligible Employees in such amounts as the Committee shall
determine. The total number of Shares of Restricted Stock granted under this
Plan pursuant to Restricted Stock Agreement or Notification Forms that include
only time-based restrictions shall not exceed one hundred thousand (100,000)
Shares of Restricted Stock. The total number of Shares of Restricted Stock
granted under this Plan pursuant to Restricted Stock Agreement or Notification
Forms 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 one hundred thousand (100,000)
Shares.

         7.2 Restricted Stock Agreement or Notification Form. Each Restricted
Stock grant shall have a Restricted Stock Agreement or Notification Form that
shall specify the Periods of Restriction, the number of Shares granted, and
other provisions as the Committee shall determine. The Agreement or Notification
Form may be delivered electronically. If the Recipient elects not to accept the
award, they must notify the Company in writing within 90 days of the grant date.

         7.3 Transferability. A Participant who has been granted Shares of
Restricted Stock under the Plan may assign or otherwise transfer all or a
portion of the rights under the Shares of Restricted Stock to a family member or
members, or to a trust or similar entity (including a family limited
partnership) benefiting such family member or members, subject to such
restrictions, limitations, or conditions as the Human Resources Committee deems
to be appropriate.

         7.4 Other Restrictions. The Committee shall impose such other
restrictions on any Shares of Restricted Stock granted pursuant to the Plan 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 other transfer of the Shares of Stock represented
         by this certificate, whether voluntary, involuntary, or by operation of
         law, is subject to certain restrictions on transfer as set forth in the
         Del Webb Corporation 1998 Executive Long-Term Incentive Plan, and in a
         Restricted Stock Agreement or Notification Form. A copy of the Plan and
         such Restricted Stock Agreement or Notification Form may be obtained
         from the Secretary of Del Webb Corporation."



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<PAGE>   12
         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 the 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 granted under this Plan may exercise full
voting rights with respect to those Shares.

         7.8 Dividends and Other Distributions. During the Period of
Restriction, Participants holding Shares of Restricted Stock granted under this
Plan shall be entitled to receive all dividends and other distributions paid
with respect to those Shares while they are so held. If any such dividends or
distributions are paid in Shares, the Shares shall be subject to the same
restrictions on transferability and forfeitability as the Shares of Restricted
Stock 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 or
Notification Form, 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 or Notification Form.

         7.10 Committee Discretion Regarding Restrictions. With the exception of
a termination of employment for Cause, the Committee, in its sole discretion,
shall have the right to provide for lapsing of the restrictions on Restricted
Stock following employment termination, upon such terms and provisions as it
deems proper; provided that, no such lapsing of restrictions shall occur after
the expiration date of the Restricted Stock.

                          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 at any time and from time
to time, as shall be determined by the Committee. The Committee shall have
complete discretion in determining the number of Performance Units granted to
each Participant. The terms upon which the Performance Units are granted shall
be set forth in a Performance Unit Award Agreement or Notification Form

         8.2 Value of Performance Units. Each Performance Unit shall have an
initial value that is established by the Committee at the time of grant. The
Committee shall set performance goals in its discretion which, depending on the
extent to which they are met, will determine the number and/or value of
Performance Units that will be paid out to the Participants.

         8.3 Earning of Performance Units. After the applicable 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 by the
Participant over such period, to be determined as a function of the extent to
which the corresponding performance goals have been achieved, all as set forth
in the Performance Unit Award Agreement or Notification Form.



                                      -12-
<PAGE>   13
         8.4 Form and Timing of Payment of Performance Units. Payment of earned
Performance Units shall be made in a single lump sum, within forty-five (45)
calendar days following the close of the applicable 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 time 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 deems appropriate.

         8.5 Termination of Employment Due to Death, Disability, Retirement, or
Involuntary Termination (without Cause). In the event the employment of a
Participant 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 set forth with respect to the vesting of Options, as
specified in Sections 6.8 and 6.9, or such other standards as may be prescribed
by the Committee in the Performance Unit Award Agreement or Notification Form,
and further adjusted based on the achievement of the preestablished performance
goals.

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

         8.6 Termination of Employment for Other Reasons. In the event that a
Participant terminates employment with Company for any reason other than those
reasons set forth in Section 8.5, unless the Committee determines otherwise, all
Performance Units shall be forfeited by the Participant to Company and shall
once again be available for grant under the Plan.

         8.7 A Participant who has been granted Performance Units under the Plan
may assign or otherwise transfer all or a portion of the rights under the
Performance Units to a family member or members, or to a trust or similar entity
(including a family limited partnership) benefiting such family member or
members, subject to such restrictions, limitations, or conditions as the Human
Resources Committee deems to be appropriate.

                       ARTICLE 9. PERFORMANCE-BASED AWARDS

         9.1 Purpose. The purpose of this Article 9 is to provide the Committee
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 this
Article 9 shall control over any contrary provision contained in Articles 7 or
8.

         9.2 Applicability. This Article 9 shall apply only to those Covered
Employees selected by the Committee to receive Performance-Based Awards. The
Committee may, in its discretion, grant Restricted Stock Awards or Performance
Unit Awards to Covered Employees



                                      -13-
<PAGE>   14
that do not satisfy the requirements of this Article 9. The designation of a
Covered Employee as a Participant for a Performance Period shall not in any
manner entitle the Participant to receive an Award for the period. Moreover,
designation of a Covered Employee as a Participant for a particular Performance
Period shall not require designation of such Covered Employee as a Participant
in any subsequent Performance Period and designation of one Covered Employee as
a Participant shall not require designation of any other Covered Employee as a
Participant in such period or in any other period.

         9.3 Discretion of Committee with Respect to Performance Awards. With
regard to a particular Performance Period, the Committee shall have full
discretion to select the length of such 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 thereof.

         9.4 Payment of Performance Awards. Unless otherwise provided in the
relevant Award Agreement or Notification Form, 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. Furthermore, a Participant
shall be eligible to receive payment under a Performance-Based Award for a
Performance Period only if the Performance Goals for such period are achieved.

         In determining the actual size of an individual Performance-Based
Award, the Committee may reduce or eliminate the amount of the Performance-Based
Award earned for the Performance Period, if in its sole and absolute discretion
such 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 one
Participant under the Plan for a Performance Period is seventy-five thousand
(75,000) Shares, or in the event the Performance-Based Award is paid in cash,
such maximum Performance-Based Award shall be determined by multiplying
seventy-five thousand (75,000) by the Fair Market Value of one Share as of the
date of grant of the Performance-Based Award.

                       ARTICLE 10. BENEFICIARY DESIGNATION

         Each Participant under the Plan may, from time to time, name any
beneficiary or beneficiaries (who may be named contingently or successively) to
whom any benefit under the Plan is to be paid in case of his or her death before
he or she receives any or all of such benefit. Each such designation shall
revoke all prior designations by the same Participant, shall be in a form
prescribed by Company, and will be effective only when filed by the Participant
in writing with the Human Resource Department of Company during the
Participant's lifetime. In the absence of any such designation, benefits
remaining unpaid at the Participant's death shall be paid to the Participant's
estate.

                              ARTICLE 11. DEFERRALS

         The Committee may permit a Participant to defer such Participant's
receipt of the payment of cash or the delivery of Shares that would otherwise be
due to such Participant by



                                      -14-
<PAGE>   15
virtue of the exercise of an Option, the lapse or waiver of restrictions with
respect to Restricted Stock, or the satisfaction of any requirements or goals
with respect to Performance Units. If any such deferral election is required or
permitted, the Committee shall, in its sole discretion, establish rules and
procedures for such payment deferrals.

                         ARTICLE 12. RIGHTS OF EMPLOYEES

         12.1 Employment. Nothing in the Plan shall interfere with or limit in
any way the right of Company to terminate any Participant's employment at any
time, nor confer upon any Participant any right to continue in the employ of
Company.

         For purposes of the Plan, transfer of employment of a Participant
between Company and any one of its Subsidiaries (or between Subsidiaries) shall
not be deemed a termination of employment.

         12.2 Participation. No Employee shall have the right to be selected to
receive an Award under this Plan, or, having been so selected, to be selected to
receive a future Award.

                          ARTICLE 13. CHANGE IN CONTROL

         Upon the occurrence of a Change in Control, unless otherwise
specifically prohibited by the terms of Article 17:

                  (a) Any and all Options granted under the Plan shall become
         immediately exercisable and shall remain exercisable by the Participant
         at any time prior to their expiration date or for one (1) year after
         the date of the occurrence of the Change in Control, whichever period
         is shorter; provided that, if the Participant is terminated following
         such 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 ten (10) business days after
         the occurrence of 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 of all Performance Units and the time and manner
         of payment for Performance Units shall be governed by the terms of the
         Performance Unit Award Agreement or Notification Form; and

                  (d) Subject to Article 14, the Committee shall have the
         authority to make any modifications to the Awards as determined by the
         Committee to be appropriate before the effective date of the Change in
         Control.

              ARTICLE 14. AMENDMENT, MODIFICATION, AND TERMINATION

         14.1 Amendment, Modification, and Termination. With the approval of the
Board, at any time and from time to time, the Committee may terminate, amend, or
modify the Plan. However, to the extent necessary and desirable to comply with
any applicable law, regulation, or



                                      -15-
<PAGE>   16
stock exchange rule, the Board shall obtain shareholder approval of any Plan
amendment in such manner and to such a degree as may be required.

         14.2 Awards Previously Granted. No termination, amendment, or
modification of the Plan shall in any manner adversely affect any Award
previously granted under the Plan, without the written consent of the
Participant holding such Award.

                             ARTICLE 15. 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 the Participant's FICA obligation)
required by law to be withheld with respect to any grant, exercise, or payment
made under or as a result of this Plan.

                             ARTICLE 16. SUCCESSORS

         All obligations of Company with respect to Awards granted under the
Plan 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 of the business and/or assets of
Company.

                         ARTICLE 17. REQUIREMENTS OF LAW

         17.1 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.

         17.2 Governing Law. The Plan, and all agreements or instruments
hereunder, shall be governed by the laws of the State of Delaware.
















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