DEL WEBB CORPORATION


                                 JOHN A. SPENCER

                              EMPLOYMENT AGREEMENT
<PAGE>
                              EMPLOYMENT AGREEMENT

     This Employment  Agreement (the  "Agreement") is entered into as of the 1st
day of January,  2000 between DEL WEBB CORPORATION,  a Delaware corporation (the
"Company"), and John A. Spencer (the "Employee").

1. DEFINITIONS

     Throughout this Agreement,  certain defined terms will be identified by the
capitalization  of the first  letter of the defined  word or the first letter of
each  substantive  word in a defined phrase.  Whenever used, these terms will be
given the indicated meaning.

2. TERM OF AGREEMENT; DUTIES

     (a)  INITIAL TERM; RENEWAL; EMPLOYMENT PERIOD DEFINED

     Employee  shall be  employed  by Company for the duties set forth below for
the period  beginning as of January 1, 2000 and ending on December 31, 2000 (the
"Initial Term"),  unless sooner  terminated in accordance with the provisions of
this Agreement.  This Agreement shall be automatically renewed at the end of the
Initial Term for additional  one-year  periods  commencing on each January 1 and
ending on the next  following  December 31 ( a "Renewal  Term"),  unless  either
party  serves  notice of desire to  terminate  or modify this  Agreement  on the
other.  Such notice must be given at least 30 days before the end of the Initial
Term or the applicable Renewal Term.

     The period of time  commencing  as of the first day of the Initial Term and
ending on the effective date of the  termination of employment of Employee under
this or any successor agreement shall be referred to as the "Employment Period".

     (b)  DUTIES

     Employee shall be employed as Executive Vice  President.  As Executive Vice
President,  Employee shall act as Chief Financial  Officer and senior  financial
and administrative officer, responsible for direction of financial, legal, human
resources,   information  systems,   internal  audit,  marketing  research,  and
Fairmount Mortgage operations.  Employee's  responsibilities  shall include, but
are not  limited  to,  the  duties  and  responsibilities  described  in the Job
Description on file with Company; recognizing, however, that the Job Description
may from time to time not reflect the responsibilities of the Employee,  because
the Job  Description is updated only  periodically.  Employee also shall perform
such  additional  duties  related to the business and affairs of Company and its
Subsidiaries  as may be delegated to Employee  from time to time by the Board of
Directors of Company (the "Board") or Company's  Chief  Executive  Officer.  Any
additional  duties  delegated to Employee  shall be reasonably  consistent  with
Employee's position. For purposes of this Agreement, the term "Subsidiary" shall
mean any  corporation,  partnership,  joint  venture,  or other  entity in which
Company directly or indirectly has a 20% or greater equity interest.

                                        1
<PAGE>
     (c)  EMPLOYEE COMMITMENTS

     Employee agrees that Employee will  faithfully,  industriously,  and to the
best of Employee's ability,  experience,  and talents, perform all of the duties
that  may be  required  of and  from  Employee  and  fulfill  all of  Employee's
responsibilities hereunder pursuant to the express and explicit terms hereof, to
the  reasonable  satisfaction  of the Board and the Chief  Executive  Officer of
Company.  Employee also agrees that Employee  will devote  substantially  all of
Employee's undivided time,  attention,  knowledge,  and skills, during customary
business  hours,  to the  business  and  interests  of Company,  subject to such
reasonable  vacations and sick leave as are provided under the general  policies
of  Company,  as they may exist  from  time to time,  and  consistent  with past
practice.

     (d)  OTHER PROGRAMS

     As a general rule, this Agreement is intended to supplement and enhance the
rights and benefits  available to Employee as a senior executive  officer of the
Company.  Accordingly,  unless this Agreement or any other  agreement or plan of
Company  specifically  indicates  otherwise,  none of the  rights  and  benefits
provided to  Employee  pursuant to this  Agreement  are  intended to replace the
rights and benefits made available  generally to other senior executive officers
of the Company.

3. COMPENSATION

     Employee shall receive the following compensation for services:

     (a)  BASE SALARY

     Employee shall receive "Base Salary" at the rate of $255,000 per year. Base
Salary  shall be payable as nearly as possible in equal  bi-weekly  installments
(or in such other installments as the Company shall determine).  The Base Salary
may be adjusted from time to time in accordance with the procedures  established
by Company for salary adjustments for executive officers.

     (b)  INCENTIVE AND BENEFIT PLANS

     Employee shall participate in any incentive  compensation  plans maintained
by the Company for "Senior Executive  Officers",  as such term is defined below.
For the 2000 fiscal year, Employee's "Target Bonus," as that term is customarily
used in conjunction  with the Company's  Annual  Management  Incentive Plan (the
"MIP"),  shall be 65% of Employee's  Base Salary,  with the actual amount of the
bonus  payment  to be  determined  in  accordance  with  all  of the  terms  and
provisions  of the MIP, as it may be amended from time to time.  The  Employee's
Target Bonus, and all other terms and conditions of Employee's  participation in
the MIP (including other bonus levels and performance goals) may be changed from
time to time by the Company's  Board of Directors or a Committee  thereof in the
exercise of its discretion. Employee also shall have the right to participate in
any and all pension or profit sharing plans,  stock  purchase  plans,  executive
retirement  plans,  any annuity or group benefit plans and any medical plans and

                                        2
<PAGE>
other  benefit  plans that are now or in the future may be maintained by Company
for its  Senior  Executive  Officers,  all in  accordance  with  the  terms  and
conditions of the plans. Company will provide Employee with an automobile and an
active  membership in a country club of Employee's choice in accordance with the
policies and practices  applicable to Senior Executive Officers.  The automobile
and country club  policies for Senior  Executive  Officers may be modified  from
time to  time.  For  purposes  of this  Agreement,  the term  "Senior  Executive
Officer" includes any Del Webb Corporation Executive Vice President, Senior Vice
President or Vice President.

     (c)  SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

     Employee  is  a  participant  in  the  Company's   Supplemental   Executive
Retirement Plan No. 2 (the "SERP"). A new SERP Participation  Agreement shall be
entered  into  between  Employee and Company  pursuant to which  Employee  shall
receive enhanced treatment for purposes of the SERP.

4. CONFIDENTIALITY

     Employee  covenants  and agrees to hold in  strictest  confidence,  and not
disclose to any person, firm or corporation, without the express written consent
of  Company,  any  and  all  of  Company's  or  any  Subsidiary's  "Confidential
Information".  The term "Confidential  Information" includes, but is not limited
to, information and documents concerning Company's or any Subsidiary's business,
customers,  and  suppliers,  market  methods,  files,  trade  secrets,  or other
"know-how" or techniques or  information  not of a published  nature which shall
come into Employee's possession,  knowledge,  or custody concerning the business
of Company or any  Subsidiary,  except as such disclosure may be required by law
or in connection with Employee's  employment  hereunder.  The term "Confidential
Information" does not include any material that Company has already disclosed to
the public and is in the public domain.  This covenant and agreement of Employee
shall survive this  Agreement and continue to be binding upon Employee after the
expiration  or  termination  of this  Agreement,  whether  by passage of time or
otherwise so long as such information and data shall remain confidential.

     Employee  acknowledges  that,  in the  event of  Employee's  breach  of the
confidentiality   provisions   of  this  Section  4,  money   damages  will  not
sufficiently  compensate  Company or the  applicable  Subsidiary for its injury.
Employee accordingly agrees that in addition to such money damages, Employee may
be restrained  and enjoined  from  continuing  breach of the  provisions of this
Section 4 without any bond or other security.  Employee also  acknowledges  that
any breach of this  Section 4 would result in  irreparable  damage to Company or
the applicable Subsidiary.

                                        3
<PAGE>
5. TERMINATION DUE TO DEATH OR DISABILITY

     (a)  DEATH

     This Agreement  shall terminate upon Employee's  death.  Employee's  estate
shall be entitled to receive the Base Salary due through the date of  Employee's
death. In addition, Employee's Base Salary (as determined pursuant to Section 3)
as in effect at the time of  Employee's  death will be continued for a period of
12 calendar months following the date of Employee's  death. The continued salary
payments  will be made to Employee's  spouse,  if Employee is married and living
with  Employee's  spouse on the date of death.  If  Employee  is not married and
living  with  Employee's  spouse  on the date of  death,  the  continued  salary
payments will be made to Employee's estate. Payments under this paragraph may be
made to a designated  beneficiary,  in lieu of Employee's estate, where Employee
has made a  written  request  to  Company  designating  a  beneficiary,  and the
Company,  in its  discretion,  has approved the  requested  designation  made by
Employee.  The death  benefit  provided  pursuant to this Section 5 replaces and
supersedes  any Executive  Spouse  Benefit  provided  generally to executives of
Company.

     (b)  PERMANENT DISABILITY

     At Company's  option,  this Agreement also shall  terminate in the event of
Employee's  "Permanent  Disability"  upon  notice in writing to Employee to that
effect. For purposes of this Agreement,  "Permanent  Disability" shall mean that
because  of  physical  or  mental  illness  or   disability,   with  or  without
accommodation,   Employee  shall  have  been  continuously   unable  to  perform
Employee's duties hereunder for a consecutive period of 180 days.

     If this  Agreement is terminated  due to Employee's  Permanent  Disability,
Employee shall receive the Severance Benefits provided by Section 8.

     (c)  SALARY CONTINUATION

     If Employee is absent from work and unable to perform Employee's duties due
to physical or mental illness or disability,  Employee shall continue to receive
Base Salary  until such time as this  Agreement is  terminated.  Company may not
terminate Employee's Agreement without Cause pursuant to Section 6(c) during the
period of absence.  Rather, Company may only terminate this Agreement because of
Permanent  Disability  pursuant to Section 5(b) or for Cause pursuant to Section
6(a).  The period of time  during  which  Employee's  Base  Salary is  continued
pursuant to this Section 5(c) shall be charged against Employee's available sick
leave and then against Employee's available vacation.

     (d)  LAPSE OF PROVISIONS

     This Section 5 shall cease to apply following the termination of Employee's
employment pursuant to Sections 6, 7, or 9.

                                        4
<PAGE>
6. TERMINATION BY COMPANY

     (a)  TERMINATION FOR CAUSE

     Company may terminate  this  Agreement  for "Cause" upon written  notice to
Employee.  If Company  terminates this Agreement for "Cause",  Employee shall be
entitled  to receive  Employee's  Base  Salary  through  the  effective  date of
Employee's termination. Employee's entitlement to receive any other amount shall
be  determined  in  accordance  with the  provisions of any incentive or benefit
plans in which Employee participates on the effective date of the termination.

     (b)  "CAUSE" DEFINED

     Termination  of this  Agreement  for  "Cause"  shall mean (i) breach of any
material  provision of this  Agreement  by Employee  which is not cured within a
reasonable  time after receipt by Employee of written notice of such breach from
Company, or (ii) conviction,  by a court of competent jurisdiction,  of Employee
of any felony or any other crime involving gross depravity or dishonesty.

     (c)  TERMINATION WITHOUT CAUSE

     Termination  of this Agreement by Company for reasons other than (i) death,
(ii) Permanent  Disability,  (iii) Cause, or (iv) upon expiration of the Initial
Term or any Renewal Term shall be referred to as a termination  "without Cause."
If this Agreement is terminated  without Cause,  Employee is entitled to receive
30 days advance written notice. This Agreement shall continue during such notice
period.  The  termination of this  Agreement  shall be effective on the 30th day
(the  "Termination  Date")  following  the day on which the notice is given (the
"Notice  Date").  In the  exercise  of its  discretion,  the  Company  may place
Employee  on a paid  administrative  leave  during all or any part of the 30-day
notice period.  During such administrative  leave, Company may bar Employee from
access to any Company facility or may allow such access on such terms as Company
deems appropriate. If this Agreement is terminated without Cause, Employee shall
be entitled to receive the Severance Benefits provided by Section 8.

7. TERMINATION BY EMPLOYEE

     (a)  GENERAL

     Employee may terminate  this  Agreement at any time,  with or without "Good
Reason".  If Employee  terminates this Agreement without "Good Reason," Employee
shall  provide  Company  with  60  days  advance  written  notice.  If  Employee
terminates this Agreement with Good Reason,  Employee shall provide Company with
30 days advance written notice,  which notice shall clearly  identify the action
or omission that Employee  claims gives rise to Good Reason for  termination  of
this Agreement. In order to terminate this Agreement for Good Reason, the notice
of termination must be given to Company by Employee within 30 days of Employee's
receipt of notice, whether written or oral, or actual knowledge of the action or
omission  that  gave  rise  to  Employee's  Good  Reason  for  termination.  The
termination of this Agreement shall be effective on the last day of the required
notice period (the "Termination  Date"). In the exercise of its discretion,  the
Company may place Employee on a paid administrative leave during all or any part

                                        5
<PAGE>
of the 30-day or 60-day notice period.  During such  administrative  leave,  the
Company may bar Employee  from access to any Company  facility or may allow such
access on such terms as Company deems appropriate.

     (b)  GOOD REASON DEFINED

     For purposes of this Agreement, "Good Reason" shall mean and include any of
the following:

          (1)  Without  Employee's  express written  consent,  the assignment to
               Employee of any duties that are not  reasonably  consistent  with
               Employee's positions, duties,  responsibilities,  and status with
               Company as in effect on the "Relevant  Date",  or demotion,  or a
               change  in  Employee's  titles  or  offices  as in  effect on the
               Relevant  Date  (except  as  specifically  contemplated  by  this
               Agreement),  or any  removal of  Employee  from or any failure to
               re-appoint or re-elect Employee to any of such positions,  except
               in connection  with the  termination of this Agreement for Cause,
               Permanent  Disability,  as  a  result  of  Employee's  death,  by
               Employee  other  than for Good  Reason,  or by  Company  upon the
               expiration of the Initial Term or any applicable Renewal Term.

          (2)  A reduction by Company in Employee's  Base Salary as in effect on
               the date  hereof  or as the same may be  increased  from  time to
               time, other than a reduction of no more than 15% which applies to
               all Senior Executive Officers of Company.

          (3)  The taking of any action by Company which would adversely  affect
               Employee's  participation  in  or  materially  reduce  Employee's
               benefits under any thrift,  incentive,  or compensation  plan, or
               any pension,  life  insurance,  health and accident or disability
               plan in which  Employee is  participating  on the Relevant  Date,
               whether such plan is qualified  for  favorable  tax  treatment or
               otherwise,  unless a comparable replacement program is offered to
               Employee or unless such  action  applies to all Senior  Executive
               Officers.

          (4)  The termination of this Agreement by Company without Cause or any
               attempted  termination by Company  purportedly for Cause if it is
               thereafter  determined  that  Cause  did  not  exist  under  this
               Agreement with respect to the termination.

          (5)  Breach of any material provisions of this Agreement by Company.

                                        6
<PAGE>
For purposes of this Section 7, the "Relevant  Date" is the date of execution of
this  Agreement.  For  purposes of Section 9 , the  "Relevant  Date" is the date
specified in Section 9(e).

     (c)  COMPANY MAY CURE GOOD REASON

     Within the 30 day notice  period  called for by Section  7(a),  Company may
rescind or  otherwise  cure any action or  omission  relied  upon by Employee as
constituting Good Reason for termination. If Company rescinds or otherwise cures
such action or omission  within this period,  Employee's  notice of  termination
will be automatically withdrawn and this Agreement will continue.

     (d)  EFFECT OF GOOD REASON TERMINATION

     If Employee  terminates  this Agreement for Good Reason,  Employee shall be
entitled to receive  the  Severance  Benefits  provided by Section 8 to the same
extent as if this Agreement had been terminated by Company without Cause.

     (e)  EFFECT OF TERMINATION WITHOUT GOOD REASON

     If Employee  terminates this Agreement without Good Reason,  Employee shall
be entitled to receive  Employee's  Base Salary  through the  effective  date of
Employee's termination. Employee's entitlement to receive any other amount shall
be  determined  in  accordance  with the  provisions of any incentive or benefit
plans in which Employee participates on the effective date of the termination.

8. SEVERANCE BENEFITS

     (a)  ELIGIBILITY

     Employee  shall be eligible and entitled to receive the Severance  Benefits
provided  by  paragraph  (b)  if  Employee's  employment  is  terminated  due to
Permanent  Disability  pursuant to Section 5(b), if this Agreement is terminated
by Company  without  Cause  pursuant to Section  6(c),  or if this  Agreement is
terminated  by  Employee  for Good Reason  pursuant  to Section 7. In  addition,
Employee  shall be  eligible  and  entitled to receive  the  Severance  Benefits
provided  by  paragraph  (b) if the Company  notifies  Employee of its desire to
terminate this Agreement pursuant to Section 2(a) and at the time such notice is
given the  Company  does not have  "Cause" to  terminate  Employee's  employment
pursuant to Section 6. Similarly,  if Company notifies Employee of its desire to
modify this Agreement and such modification provides Employee with "Good Reason"
to terminate  this  Agreement  pursuant to Section 7 and  Employee  rejects such
modification,  Employee  shall be  entitled to receive  the  Severance  Benefits
called for by paragraph (b).

                                        7
<PAGE>
     (b)  SEVERANCE BENEFITS

     The  "Severance  Benefits" to which an eligible  Employee shall be entitled
pursuant to this  section are limited to the  following  payments,  benefits and
reimbursements,  which will continue  throughout the "Severance Period" referred
to in Section 8(c):

     Company will continue to pay Employee  Employee's  Base Salary as set forth
     in  Section  3 (or as it may be  adjusted  from  time to  time),  in  equal
     bi-weekly installments.

     (2)  Company also shall make a single "Incentive  Compensation  Payment" to
          Employee. The "Incentive  Compensation Payment" shall equal the amount
          that would have been payable to Employee  pursuant to all of the terms
          and  provisions of the Company's MIP, as it may be amended or replaced
          from time to time, had Employee's  employment  continued until the end
          of the fiscal year of the Company in which Employee's Termination Date
          occurs.  (This payment shall be in addition to any payment for a prior
          fiscal year which has not yet been paid.) For purposes of  calculating
          the amount  that would have been due to  Employee  pursuant to the MIP
          (i) any provision of the MIP requiring  continued  employment  will be
          disregarded; (ii) the Company shall assume that Employee's Base Salary
          would continue throughout the end of such fiscal year at the same rate
          in effect on the Termination Date; (iii) the actual performance of the
          Company  shall be  utilized;  (iv) the Company  shall  assume that any
          subjective  performance  criteria or requirements were satisfied;  and
          (v) all other  factors  impacting the  calculation  of the amounts due
          will be determined by the Company's  Board of Directors or a Committee
          thereof in the exercise of its discretion.  The Incentive Compensation
          Payment will be paid at the same time as similar  payments are paid to
          active  employees.  The Employee  shall not be entitled to receive any
          compensation  or grants  pursuant to the Company's Long Term Incentive
          Plan, or any  successor  plan or program,  following  the  Termination
          Date.

          Company also intends that life, disability,  accident and group health
          benefits and coverages (each an "Insurance  Benefit" and  collectively
          the  "Insurance  Benefits")   substantially  similar  to  those  which
          Employee was  receiving  immediately  prior to the Notice Date be made
          available to Employee  following the Notice Date, but Company does not
          intend  to  duplicate  Insurance  Benefits  provided  by  a  successor
          employer.  If and to the  extent  that  and so long as such  Insurance
          Benefits  (or an  Insurance  Benefit)  is not  provided by a successor
          employer,  Company will arrange to provide such  Insurance  Benefit or
          Insurance  Benefits to Employee at a cost to Employee of not more than

                                        8
<PAGE>
          the cost to  Employee  of similar  coverage  immediately  prior to the
          Notice Date.  If an  Insurance  Benefit is not provided by a successor
          employer and Company,  after a good faith effort, is unable to provide
          continued  coverage  to Employee  with  respect to one or more of such
          Insurance  Benefits  because of restrictions  imposed by any insurance
          carrier that provides such Insurance  Benefit or Benefits,  in lieu of
          the unavailable Insurance Benefit or Benefits Company may pay Employee
          a monthly  amount equal to 150% of the Company's  share of the cost of
          providing such unavailable Insurance Benefit or Benefits to comparable
          executives in comparable circumstances.  Such cost shall be determined
          conclusively  by Company.  Employee  shall  provide  Company with such
          information concerning the Insurance Benefits provided to

          Employee by a successor  employer as Company shall reasonably  request
          and Company may decline to provide any Insurance  Benefits to Employee
          unless  and  until  Employee  provides  such  information.  Whether  a
          particular  Insurance  Benefit  provided  by a  successor  employer is
          "substantially similar" to a benefit provided to Employee prior to the
          Notice  Date shall be  determined  by Company in the  exercise  of its
          discretion.

     (4)  Company will continue to provide  Employee  with an automobile  and an
          active  membership in a country club in  accordance  with Section 3(b)
          and  the  policies  and  practices   applicable  to  Senior  Executive
          Officers, as such policies may be modified from time to time.

     (5)  Any  stock  options  to  purchase  Common  Stock of  Company  or stock
          appreciation  rights  relating  to  Common  Stock of  Company  held by
          Employee  on the  Notice  Date,  which  are  not at  the  Notice  Date
          currently  exercisable  but which would become  exercisable  within 12
          months  from  the  Termination  Date  if  Employee's  employment  were
          continued,  shall on the Notice Date automatically  become exercisable
          and shall remain exercisable for 90 days thereafter.

     (6)  All  shares of Common  Stock of  Company  held by  Employee  under any
          Restricted  Stock Plan which are subject to restrictions on the Notice
          Date shall,  as of the Notice Date,  automatically  become free of all
          restrictions  if and to the extent that such  restrictions  would have
          lapsed  within  12  months  of  the  Termination  Date  if  Employee's
          employment were continued.

                                        9
<PAGE>
     (c)  SEVERANCE PERIOD

     The Severance  Benefits will continue  throughout the  "Severance  Period."
Generally,  the  Severance  Period will be the 12 month period  beginning on the
Termination  Date. If the Severance  Benefits are due because this Agreement was
not renewed by the  Company,  the  Severance  Period will be the 12 month period
beginning on Employee's last day of active work.

     (d)  COBRA

     Employee has the right to continued  health care  coverage  pursuant to the
Consolidated  Omnibus Budget  Reconciliation  Act of 1986  ("COBRA").  The COBRA
continuation  period shall commence on Employee's  Termination Date, but Company
may be obligated to pay a portion of the cost of continued  health care coverage
during the Severance Period pursuant to Section 8(b)(3).

9. CHANGE IN CONTROL OF COMPANY

     (a)  GENERAL

     The Board  recognizes  that the  continuing  possibility  of a  "Change  in
Control" of Company is  unsettling  to Employee and other senior  executives  of
Company.  Therefore,  the  arrangements  set forth  below are being made to help
assure a  continuing  dedication  by Employee to  Employee's  duties to Company,
notwithstanding the occurrence or potential occurrence of a "Change in Control."
In particular, the Board believes it important, should Company receive proposals
from third parties with respect to its future, to enable Employee, without being
influenced by the  uncertainties  of  Employee's  own  situation,  to assess and
advise  the Board  whether  such  proposals  would be in the best  interests  of
Company  and its  stockholders  and to take such  other  action  regarding  such
proposals as the Board might determine to be appropriate.  The Board also wishes
to  demonstrate  to  executives  of Company that  Company is concerned  with the
welfare of its executives  and intends to see that loyal  executives are treated
fairly.

     (b)  ELIGIBILITY TO RECEIVE A SEVERANCE BENEFIT

     In  view  of the  foregoing  and in  further  consideration  of  Employee's
continued employment with Company, Company agrees that if a Change in Control of
Company  occurs  during the Initial Term or any Renewal Term  Employee  shall be
entitled to the special severance  benefits provided in subparagraph (g) of this
Section 9 if prior to the expiration of 24 months after the Change in Control of
Company Employee terminates  Employee's  employment with Company for Good Reason

                                       10
<PAGE>
or Company terminates  Employee's employment without Cause. If Employee triggers
the  application  of this  Section by  terminating  employment  for Good Reason,
Employee must do so within 120 days  following  Employee's  actual  knowledge or
receipt of notice,  whether written or oral, of the occurrence of the last event
that constitutes Good Reason.

     (c)  PERMANENT DISABILITY

     Any attempted  termination of Employee's  employment by Company for reasons
of Permanent  Disability  pursuant to Section 5(b) following a Change in Control
shall be treated as a termination  by Company  without Cause unless  Employee is
approved for and receives long term  disability  payments  under  Company's long
term disability plan. In addition,  following a Change in Control this Agreement
may not be  terminated  pursuant  to Section  5(b) due to  Employee's  Permanent
Disability unless the incapacity giving rise to the Permanent  Disability occurs
prior to the  occurrence  of an event that might cause  amounts to be payable to
Employee  pursuant  to this  Section 9. Once  payments  begin  pursuant  to this
Section 9, this  Agreement may not be terminated by Company  pursuant to Section
5(b) due to Permanent Disability and any payments due pursuant to this Section 9
shall not cease or diminish on account of Employee's Permanent Disability.

     (d)  CHANGE IN CONTROL DEFINED

     For purposes of this Agreement, a "Change in Control" shall include both an
"Actual Change in Control" and a "Potential Change in Control".

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

          (1)  Any "person" as such term is used in Sections  13(d) and 14(d) of
               the  Securities  Exchange Act of 1934,  as amended,  other than a
               trustee or other fiduciary  holding  securities under an employee
               benefit  plan of  Company  or a  corporation  owned  directly  or
               indirectly by the  stockholders of Company in  substantially  the
               same  proportions as their  ownership of stock of Company,  is or
               becomes  the  "beneficial  owner" (as defined in Rule 13d-3 under
               said Act),  directly  or  indirectly,  of  securities  of Company
               representing 20% or more of the total voting power represented by
               Company's then outstanding  Voting Securities (as defined below);
               or

          (2)  During any period of two  consecutive  years,  individuals who at
               the beginning of such period constitute the Board of Directors of
               Company  and any new  director  whose  election  by the  Board of
               Directors or  nomination  for election by Company's  stockholders
               was approved by a vote of at least  two-thirds  of the  directors

                                       11
<PAGE>
               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.

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

          Company  enters into an  agreement,  the  consummation  of which would
          result in the occurrence of an Actual Change in Control;

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

          (3)  Any  person  other  than a  trustee  or other  fiduciary  holding
               securities  under  an  employee  benefit  plan  of  Company  or a
               corporation owned, directly or indirectly, by the stockholders of
               Company in substantially  the same proportions as their ownership
               of stock of  Company  who is or  becomes  the  beneficial  owner,
               directly or indirectly, of securities of Company representing 10%
               or  more of the  combined  voting  power  of the  Company's  then
               outstanding Voting Securities, increases such person's beneficial
               ownership of such  securities by five  percentage  points (5%) or
               more over the percentage so owned by such person; or

          (4)  The Board of Directors  adopts a  resolution  to the effect that,
               for purposes of this Agreement, a Potential Change in Control has
               occurred.

                                       12
<PAGE>
     For purposes of this Section,  the term "Voting  Securities" shall mean and
include any  securities of the Company which vote  generally for the election of
directors.

     (e)  GOOD REASON DEFINED

     For purposes of this Section, "Good Reason" shall have the meaning assigned
to it in Section 7, with the following modifications:

          (1)  The  "Relevant  Date"  shall be the day  prior to the  Change  in
               Control.

          (2)  Paragraph (2) of Section 7(b) shall read as follows:

               A reduction by Company in Employee's  Base Salary as in effect on
               the date  hereof  or as the same may be  increased  from  time to
               time.

          (3)  Paragraph (3) of Section 7(b) shall read as follows:

               The  failure  by  Company  to  continue  in  effect  any  thrift,
               incentive,  or compensation plan, or any pension, life insurance,
               health and  accident  or  disability  plan in which  Employee  is
               participating  on  the  Relevant  Date,   whether  such  plan  is
               qualified for  favorable  tax  treatment or otherwise,  (or plans
               providing  Employee with  substantially  similar  benefits),  the
               taking of any  action by Company  which  would  adversely  affect
               Employee's  participation  in  or  materially  reduce  Employee's
               benefits  under  any of such  plans or  deprive  Employee  of any
               material  fringe  benefit  enjoyed by Employee as of the Relevant
               Date or any later date,  or the failure of the Company to provide
               Employee with the number of paid vacation days to which  Employee
               is then entitled on the basis of Employee's years of service with
               the Company in  accordance  with the  Company's  normal  vacation
               policy as in effect on the Relevant Date;

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

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

                                       13
<PAGE>
               (7)  Failure of Company to obtain an  agreement  satisfactory  to
                    Employee   from   any   successor   to  the   business,   or
                    substantially  all the  assets,  of Company  to assume  this
                    Agreement or issue a substantially similar agreement.

     (f)  NOTICE OF TERMINATION BY EMPLOYEE

     Any  termination by Employee under this Section 9 shall be  communicated by
written  notice to Company which shall set forth in reasonable  detail the facts
and circumstances claimed to provide a basis for such termination.

     (g)  EFFECT OF TERMINATION; SPECIAL SEVERANCE BENEFITS

     If Employee is entitled to receive a special  severance benefit pursuant to
Section 9(b) hereof,  Company will provide  Employee with the following  special
severance  benefits in addition to the Severance  Benefits to which  Employee is
entitled pursuant to Section 8:

          Within  five  days  following  Employee's  termination,   a  lump  sum
          severance  payment  will be made to Employee.  The lump sum  severance
          payment  shall be in an  amount  equal to:  (i) 2.5  times  Employee's
          yearly Base Salary as set forth in Section 3 or as it may be increased
          from time to time; plus (ii) the greatest of (a) 2.5 times the average
          annual incentive compensation paid to Employee pursuant to the MIP (or
          any  predecessor  or  successor  plan)  during the five  fiscal  years
          preceding  the fiscal year in which the Change in Control  occurs,  or
          (b) an  amount  equal to 100% of the  incentive  compensation  paid to
          Employee  pursuant to the MIP (or any  predecessor or successor  plan)
          during the 12 month period prior to the  Termination  Date,  or (c) an
          amount equal to 35% of Employee's  Base Salary as set forth in Section
          3 or as it may be increased  from time to time;  minus (iii) the total
          amounts due to Employee, if any, pursuant to Sections 8(b)(1) and (2).

     (2)  The amounts due to Employee  pursuant to Sections 8(b)(1) and (2) will
          be  accelerated  and paid to Employee in one lump sum within five days
          following  Employee's  termination  without  any  discount  for  early
          payment.  For  purposes  of  calculating  the  amounts due to Employee
          pursuant  to  Section  8(b)(2)  the  Company  shall  assume  that  the
          Company's  performance  and all other relevant  factors for all future

                                       14
<PAGE>
          fiscal  years  will be the same as for the  fiscal  year  prior to the
          fiscal year in which the Change in Control occurs.

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

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

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

Company shall amend,  if necessary,  any option or restricted  stock  agreements
entered into between  Company and Employee to be consistent  with paragraphs (4)
and (5).

     (h)  OTHER AGREEMENTS

     On execution of this Agreement,  the letter agreement  between Employee and
Company  concerning  change in control benefits dated as of March 16, 1999 shall
be null and void and of no further force or effect. Nothing in this Agreement is
intended to modify any change of control  provisions or protections  provided to
Employee by the SERP.

     (i)  LEGAL EXPENSES

     If Employee, at any time, takes any legal action against Company for breach
of this Section 9 or Section 10, Company shall reimburse  Employee for all costs
and expenses incurred by Employee to pursue such legal action, regardless of the
outcome,  unless  the  arbitrators  appointed  pursuant  to  Section  12(d) find
Employee's action to have been frivolous and without merit. Although the dispute
resolution  provisions of Section 12 shall apply to any legal action involving a
breach of this  Section 9 and Section 10, the  provisions  of this  Section 9(i)
shall supersede conflicting provisions of Section 12(e).

                                       15
<PAGE>
10. EXCISE AND INCOME TAX GROSS-UP

     The  Internal  Revenue Code of 1986 (the "Code")  imposes  significant  tax
burdens on Employee and Company if the total amounts received by Employee due to
a Change in  Control  exceed  prescribed  limits.  These tax  burdens  include a
requirement  that Employee pay a 20% excise tax on certain  amounts  received in
excess of the  prescribed  limits and a loss of deduction for Company.  If, as a
result of these Code  provisions,  Employee  is required to pay such excise tax,
then upon written notice from Employee to Company, Company shall pay Employee an
amount equal to the total excise tax imposed on Employee  (including  the excise
tax on reimbursements  due pursuant to this sentence and the excise taxes on any
federal and state tax  reimbursements  due  pursuant to the next  sentence).  If
Company is obligated to pay Employee pursuant to the preceding sentence, Company
also shall pay Employee an amount equal to the "total presumed federal and state
taxes"  that  could be  imposed  on  Employee  with  respect  to the  excise tax
reimbursements  due to  Employee  pursuant  to the  preceding  sentence  and the
federal and state tax  reimbursements due to Employee pursuant to this sentence.
For purposes of the preceding  sentence,  the "total presumed federal and states
taxes" that could be imposed on Employee shall be conclusively  calculated using
a combined  tax rate equal to the sum of (a) the highest  individual  income tax
rate in effect  under (i)  Federal tax law and (ii) the tax laws of the state in
which  Employee  resides on the date that the payment  under this  Section 10 is
computed and (b) the hospital  insurance portion of FICA. No adjustments will be
made in this  combined  rate for the  deduction  of state  taxes on the  federal
return, the loss of itemized deductions or exemptions, or for any other purpose.
Employee shall be responsible  for paying the actual taxes.  The amounts payable
to Employee  pursuant to this or any other agreement or arrangement with Company
shall not be limited in any way by the amount  that may be paid  pursuant to the
Code without the imposition of an excise tax or the loss of Company  deductions.
Either  Employee or Company may elect to challenge  any excise taxes  imposed by
the Internal  Revenue  Service and Employee and Company agree to cooperate  with
each other in prosecuting  such  challenges.  If Employee  elects to litigate or
otherwise  challenge the  imposition of such excise tax,  however,  Company will
join Employee in such litigation or challenge only if Company's  General Counsel
determines in good faith that Employee's position has substantial merit and that
the issues should be litigated from the standpoint of Company's best interest.

11. COMPETITION

     (a)  RESTRICTIVE COVENANT

     In consideration of Company's  agreements contained herein and the payments
to be made by it to Employee  pursuant hereto,  Employee agrees that, during the
duration of this restrictive covenant Employee will not:

          (1)  Without the prior  written  consent of the Board of  Directors of
               Company,  engage in a Competing  Business within 100 miles of the
               outer  boundaries of any Standard  Metropolitan  Statistical Area

                                       16
<PAGE>
               (or  such  lesser  geographical  area as may be set by a court of
               competent  jurisdiction  or an  arbitrator)  in which  any of the
               businesses  of  Company  are  being  conducted  on  the  date  of
               termination  of this  Agreement  or within 100 miles of the outer
               boundaries of any Standard Metropolitan Statistical Area (or such
               lesser  geographical  area as may be set by a court of  competent
               jurisdiction  or an arbitrator) in which the Company's  strategic
               plan or any replacement plan (the "Strategic Plan"), as in effect
               on  the  earlier  of the  date  of the  competitive  activity  by
               Employee or the date of termination of this Agreement,  discusses
               the possibility of Company  conducting  business within two years
               following the date of termination of this Agreement; or

          (2)  Directly  or  indirectly,  for  Employee,  or on behalf of, or in
               conjunction with, any other person or entity, seek to hire and/or
               hire any individual who was employed by Company or any Subsidiary
               immediately  prior to such hiring or  solicitation  or during the
               prior one-year period.

     (b)  DURATION OF COVENANT

     Generally,  this  restrictive  covenant shall apply during the Initial Term
and  any  Renewal  Term  and for  the  one-year  period  following  the  date of
termination of this Agreement and any renewals thereof (or such lesser period as
may be set by a  court  of  competent  jurisdiction  or an  arbitrator).  If the
Competing  Business in which Employee engages or intends to engage is a business
involving the development or management of an age-restricted community, however,
the  limitations  of Section  11(a)(1)  shall apply during the Initial Term, any
Renewal Term and for the two-year  period  following the date of the termination
of this Agreement and any renewals  thereof (or such lesser period as may be set
by a  court  of  competent  jurisdiction  or an  arbitrator).  This  Restrictive
Covenant shall not apply should the Agreement  terminate on or after the date on
which Employee attains age 65.

     (c)  REMEDIES; REASONABLENESS

     Employee  acknowledges  and  agrees  that  a  breach  by  Employee  of  the
provisions of this Section will  constitute  such damage as will be  irreparable
and the exact  amount of which will be  impossible  to  ascertain  and, for that
reason,  agrees that Company will be entitled to an injunction  restraining  and
enjoining  Employee from violating the provisions of this Section.  The right to
an  injunction  shall  be in  addition  to and not in lieu of any  other  remedy
available  to  Company  for such  breach or  threatened  breach,  including  the
recovery of damages from Employee.

     Employee  expressly  acknowledges  and  agrees  that (i)  this  Restrictive
Covenant is reasonable as to time and  geographical  area and does not place any
unreasonable burden upon Employee; (ii) the general public will not be harmed as
a result  of  enforcement  of this  restrictive  covenant;  and  (iii)  Employee
understands  and  hereby  agrees to each and every  term and  condition  of this
Restrictive Covenant.

     (d)  SURVIVAL OF PROVISION

     Termination  of this  Agreement,  whether  by  passage of time or any other
cause,  shall not constitute a waiver of Company's rights under this Section 11,
nor a release of Employee from Employee's obligations thereunder.

                                       17
<PAGE>
     (e)  COMPETING BUSINESS

     For purposes of this Agreement, Employee shall be deemed to be engaged in a
"Competing  Business"  if,  in  any  capacity,  including  but  not  limited  to
proprietor,  partner,  officer,  director,  or  employee,  Employee  engages  or
participates, directly or indirectly, in the operation, ownership, or management
of any proprietorship,  partnership, corporation, or other business entity which
competes,  in whole or in part,  with the then actual business of Company or any
business contemplated by Company's Strategic Plan as in effect on the earlier of
the date of the  competitive  activity by Employee or the date of termination of
this Agreement. Indirect participation in the operation or ownership of any such
entity shall include any  investment  by Employee in any such entity,  by way of
loan,  guaranty,  or stock ownership  (other than ownership of 1% or less of any
class of equity or other  securities  of a company which is listed and regularly
traded  on any  national  securities  exchange  or  which  is  regularly  traded
over-the-counter).  Employee  shall not be deemed to be engaged in a  "Competing
Business"  if,  in  any  capacity   enumerated   above,   Employee   engages  or
participates, directly or indirectly, in the operation, ownership, or management
of any proprietorship,  partnership, corporation, or other business entity where
Employee  or the  business  entity in which  Employee  may be  involved,  either
directly or indirectly,  and together with any related  individuals or entities,
builds  fewer  than 25 homes per  calendar  year (with the number of homes to be
determined  by the number of  permits  pulled for such  homes).  At the  written
request of Employee from time to time,  Company  shall  furnish  Employee with a
written  description  of the  business or  businesses  in which  Company is then
actively engaged.

     (f)  CHANGE IN CONTROL

     The  provisions  of this Section  shall lapse and be of no further force or
effect if Employee's  employment is terminated by Company  without Cause,  or by
Employee  for Good Reason  following a Change in  Control,  or if Company  gives
notice that it is  involved in  voluntary  liquidation  proceedings  pursuant to
Chapter 7 of the United  States  Bankruptcy  Code (11 U.S.C.  ss.701 et seq.) or
that the  trustee  has been  ordered  by the  United  States  Bankruptcy  Court,
pursuant to a final and  non-appealable  order,  to cease  Company's  operations
pursuant to 11 U.S.C. ss.1174 of the United States Bankruptcy Code.

12. DISPUTE RESOLUTION

     (a)  MEDIATION

     Any and all disputes  arising  under,  pertaining  to or touching upon this
Agreement or the statutory rights or obligations of either party hereto,  shall,
if not settled by  negotiation,  be subject to non-binding  mediation.  Excepted
from this  Section 12 is the right of Company or  Employee  to seek  preliminary
judicial  relief with  respect to a dispute  should such action be  necessary to
avoid immediate, irreparable harm or damage pending the proceedings provided for
in this Section 12. Mediation shall be before an independent  mediator  selected
by the parties pursuant to Section 12(d). Any demand for mediation shall be made
in writing and served upon the other party to the dispute,  by  certified  mail,
return  receipt  requested,  at the address  specified in Section 16. The demand
shall set forth with  reasonable  specificity  the basis of the  dispute and the
relief sought.  The mediation  hearing will occur at a time and place convenient
to the  parties  in  Maricopa  County,  Arizona,  within  30 days of the date of
selection or appointment of the mediator.

                                       18
<PAGE>
     (b)  ARBITRATION

     In the event that the dispute is not settled through mediation, the parties
shall then proceed to binding  arbitration  before a panel of three  independent
arbitrators  selected pursuant to Section 12(d). The mediator shall not serve as
an   arbitrator.    ALL   DISPUTES   INVOLVING   ALLEGED   UNLAWFUL   EMPLOYMENT
DISCRIMINATION,  TERMINATION BY ALLEGED BREACH OF CONTRACT OR POLICY, OR ALLEGED
EMPLOYMENT TORT COMMITTED BY COMPANY OR A REPRESENTATIVE  OF COMPANY,  INCLUDING
CLAIMS OF  VIOLATIONS  OF FEDERAL  OR STATE  DISCRIMINATION  STATUTES  OR PUBLIC
POLICY,  SHALL BE  RESOLVED  PURSUANT  TO THIS  SECTION 12 AND THERE SHALL BE NO
RECOURSE TO COURT,  WITH OR WITHOUT A JURY TRIAL,  EXCEPT AS PROVIDED IN SECTION
12(a). The arbitration hearing shall occur at a time and place convenient to the
parties in Maricopa County,  Arizona, within 30 days of selection or appointment
of the last of the three  arbitrators.  If Company  has adopted a policy that is
applicable to arbitrations  with executives,  the arbitration shall be conducted
in accordance  with said policy to the extent that the policy is consistent with
this Agreement and the Federal Arbitration Act, 9 U.S.C. ss.ss. 1-16. If no such
policy has been adopted,  the arbitration  shall be governed by the then current
National  Rules  for the  Resolution  of  Employment  Disputes  of the  American
Arbitration Association or its successor. Notwithstanding any provisions in such
rules  to the  contrary,  the  arbitrators  shall  issue  findings  of fact  and
conclusions  of law,  and an award,  within  15 days of the date of the  hearing
unless the parties otherwise agree.

     (c)  DAMAGES

     In case of breach of  contract  or  policy,  damages  shall be  limited  to
contract damages.  In cases of intentional  discrimination  claims prohibited by
statute,  the  arbitrators  may direct  payment  consistent  with the applicable
statute. In cases of employment tort, the arbitrators may award punitive damages
if proved by clear and convincing evidence. Issues of procedure,  arbitrability,
or  confirmation  of award shall be governed by the Federal  Arbitration  Act, 9
U.S.C.  ss.ss. 1-16, except that Court review of the arbitrators' award shall be
that of an appellate court reviewing a decision of a trial judge sitting without
a jury.

     The arbitrators may not award  reinstatement.  Instead,  if the arbitrators
find that the termination by Company was not for Permanent Disability or not for
Cause or that the  termination  by Employee was for Good Reason,  Employee shall
only be entitled to the Severance Benefits provided by Section 8 (or the special
Change in Control  severance  benefits  provided  by Section 9 in the event of a
Change in Control),  and, in either case, payment of Employee's reasonable legal
expenses in such  arbitration.  Until a final,  binding  determination  has been
entered  relieving  Company of its duty to provide payments  hereunder,  Company
shall pay Employee all amounts to which Employee would be entitled under Section
8 if a Change in Control  has not  occurred  or Section 9 if a Change in Control
has  occurred,  calculated  in either  case on the  assumption  that  Employee's
employment had been terminated without Cause.

     (d)  SELECTION OF MEDIATOR OR ARBITRATORS

     The parties shall select the mediator  from a panel list made  available by
the  Association.  If the parties  are unable to agree to a mediator  within ten
days of  receipt  of a demand  for  mediation,  the  mediator  will be chosen by
alternatively  striking from a list of five  mediators  obtained by Company from
the Association. Employee shall have the first strike.

     The  parties  also  shall  select  the  arbitrators  from a panel list made
available  by the  Association.  Company  and  Employee  each  shall  select one
arbitrator  from such panel list within ten days of receipt of such list.  After
Company and Employee have each selected an  arbitrator,  the two  arbitrators so
selected  shall select the third  arbitrator  from such list within the next ten
days.

     (e)  EXPENSES

     The costs and expenses of any mediator shall be borne by Company. The costs
and expenses of any arbitration  shall be borne by the losing party,  unless the
arbitrator  allocates  such  costs and  expenses  in a  different  manner in the
arbitration award.

                                       19
<PAGE>
13. BENEFIT AND BINDING EFFECT

     This  Agreement  shall inure to the benefit of and be binding upon Company,
its  successors  and  assigns,  including  but not  limited to any  corporation,
person, or other entity which may acquire all or substantially all of the assets
and  business of Company or any  corporation  with or into which  Company may be
consolidated   or   merged,   and   Employee,   Employee's   heirs,   executors,
administrators,  and legal  representatives,  provided that the  obligations  of
Employee may not be delegated.

14. NON-DISPARAGEMENT

     Employee will not publicly  disparage  Company or its officers,  directors,
employees,  or agents and will refrain from any action which would reasonably be
expected to cause material  adverse public relations or embarrassment to Company
or  to  any  of  such  persons.  Similarly,  Company  (including  its  officers,
directors,  employees,  and agents) will not disparage Employee and will refrain
from any action which would reasonably be expected to result in embarrassment to
Employee or to materially  and adversely  affect  Employee's  opportunities  for
employment.  The  preceding  two  sentences  shall  not apply to  statements  or
allegations  made in any pleading filed in connection with any legal  proceeding
or to disclosures required by applicable law,  regulation,  or order of court or
governmental agency.

15. OTHER AGREEMENTS OF EMPLOYEE

     Employee  represents  that the execution and  performance of this Agreement
will not result in a breach of any of the terms and conditions of any employment
or other agreement between Employee and any third party.

                                       20
<PAGE>
16. NOTICES

     All notices hereunder shall be in writing and delivered  personally or sent
by registered or certified mail, postage prepaid:

If to Company, to:       Del Webb Corporation
                         6001 North 24th Street
                         Phoenix, Arizona  85016
                         Attention:  General Counsel

If to Employee, to:      John A. Spencer
                         10426 N. 44th St.
                         Phoenix, AZ 85028

Either  party may change the  address to which  notices  are to be sent to it by
giving 10 days'  written  notice of such change of address to the other party in
the  manner  above  provided  for  giving  notice.  Notices  will be  considered
delivered  on personal  delivery or on the date of deposit in the United  States
mail in the manner provided for giving notice by mail.

17. ENTIRE AGREEMENT

     The  entire  understanding  and  agreement  between  the  parties  has been
incorporated  into  this  Agreement,  and this  Agreement  supersedes  all other
agreements and  understandings  between Employee and Company with respect to the
relationship of Employee with Company.

18. GOVERNING LAW

     This Agreement  shall be governed by and interpreted in accordance with the
laws of the State of Arizona.

19. CAPTIONS

     The captions included herein are for convenience and shall not constitute a
part of this Agreement.

20. SEVERABILITY

     If any one or more of the  provisions or parts of a provision  contained in
this  Agreement  shall  for  any  reason  be  held  to be  invalid,  illegal  or
unenforceable  in any respect,  such  invalidity or  unenforceability  shall not
affect any other  provision or part of a provision of this  Agreement,  but this
Agreement  shall be  reformed  and  construed  as if such  invalid or illegal or
unenforceable  provision or part of a provision had never been contained  herein
and such provisions or part thereof shall be reformed so that it would be valid,
legal  and  enforceable  to the  maximum  extent  permitted  by  law.  Any  such
reformation  shall be read as narrowly as possible to give the maximum effect to
the mutual intentions of Employee and Company.

21. MITIGATION

     In the event that  Employee's  employment is terminated and payments become
due to  Employee  pursuant  to this  Agreement,  Employee  shall have no duty to
mitigate damages or to become re-employed by another employer.

22. TERMINATION OF EMPLOYMENT

     The  termination of this Agreement by either party also shall result in the
termination of Employee's employment relationship with Company in the absence of
an express written  agreement  providing to the contrary.  Neither party intends
that any oral  employment  relationship  continue after the  termination of this
Agreement.

23. NO CONSTRUCTION AGAINST COMPANY

     This  Agreement is the result of negotiation  between  Company and Employee
and both have had the opportunity to have this Agreement reviewed by their legal
counsel and other advisors.  Accordingly,  this Agreement shall not be construed
for or against  Company or  Employee,  regardless  of which  party  drafted  the
provision at issue.

                                  21
<PAGE>

                                        DEL WEBB CORPORATION


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

                                        Its:
                                            ------------------------------------
                                                                         COMPANY
                                        /s/ John A. Spencer
                                        ----------------------------------------
                                        John A. Spencer                 EMPLOYEE

                                  22