DEL WEBB CORPORATION

                  SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN NO. 2

                             PARTICIPATION AGREEMENT
                         (Amended and Restated Effective
                             as of January 1, 2000)

This amended and restated Participation Agreement is entered into as of this 1st
day of January,  2000,  between  Del Webb  Corporation,  a Delaware  corporation
("Employer"), and Frank D. Pankratz ("Participant").

                                    RECITALS

     A.  Employer  and  Participant  previously  entered  into  a  Participation
Agreement dated as of April 20, 1989 providing for  participation by Participant
beginning on January 1, 1989, in the Del Webb Corporation Supplemental Executive
Retirement Plan No. 2 (the "Plan").

     B. The Plan was  originally  adopted as of January 1, 1989 and was  amended
and  restated  as of April  20,  1993.  The Plan also has been  amended  on four
separate occasions since its 1993 restatement.

     C. Employer and Participant  desire to amend and restate the  Participation
Agreement and to modify and  supplement  the Plan as it relates to  Participant,
all as set forth herein.

     NOW, THEREFORE, the parties hereby agree as follows:

1. GENERAL

     This Agreement restates and reaffirms  Participant's original Participation
Agreement,  which was entered into on April 20, 1989, and which was effective as
of  January  1,  1989.  Participant's   participation  in  the  Plan  is  hereby
reaffirmed.

2. THE PLAN

     This Participation  Agreement is subject to all of the terms and provisions
of the Plan,  except to the extent  that the Plan is modified  and  supplemented
below as it  applies  to  Participant.  The Plan is  expressly  incorporated  by
reference  into this  Participation  Agreement.  By signing  this

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Participation Agreement,  Participant acknowledges receipt of a copy of the Plan
and confirms his  understanding  and acceptance of all of the terms,  conditions
and provisions of the Plan.

3. MODIFICATIONS

     Pursuant  to  paragraph  8.3 of the  Plan,  which  was  added by the  First
Amendment,  the provisions of the Plan as they apply to Participant are modified
and supplemented as follows:

     (a) Early  Retirement.  If  Participant's  employment  is  continued  until
Participant  has  attained  age  sixty-two  (62),  the  reduction  called for by
paragraph  4.3(d) shall not apply.  Nothing in this  Agreement or the Plan shall
imply that retirement is expected at any particular age.

     (b) Definitions. For purposes of the Plan and this Participation Agreement,
the terms  "Cause,"  "Change  in  Control,"  and "Good  Reason"  shall  have the
meanings  ascribed  to those  terms in the  Employment  Agreement  entered  into
between  Employer and  Participant,  dated as of the date  hereof,  as it may be
amended from time to time, rather than the definitions included in paragraph 4.6
of the Plan. The Employment  Agreement  includes two definitions of Good Reason,
the standard definition that applies prior to a Change in Control and a modified
definition that applies after a Change in Control.  The standard definition will
apply for purposes of the Plan and this Participation Agreement unless and until
a Change in Control  occurs,  after  which the  special  post-Change  in Control
definition will apply.

                                        EMPLOYER:

                                        DEL WEBB CORPORATION



                                        By: /s/ Robertson C. Jones
                                           -------------------------------------
                                        Title: Vice President

                                        PARTICIPANT:

                                        /s/ Frank D. Pankratz
                                        ----------------------------------------
                                        Frank D. Pankratz

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