SECOND AMENDMENT TO
                       EMPLOYMENT AND CONSULTING AGREEMENT

This is the Second Amendment to an Employment and Consulting  Agreement dated as
of July 10,  1996,  and amended as of March 9, 1999 (the  "Amended  Agreement"),
between Del Webb  Corporation  ("Company")  and Philip J. Dion  ("Dion").  It is
pursuant  to a  resolution  of the Board of  Directors  of  Company  adopted  on
February 10, 2000.

The Amended Agreement is further amended as follows:

Section 2(b) shall be deleted and replaced in its entirety by the following:

     "(b) CONSULTING PERIOD

          Dion's  status as an  "employee"  of Company shall end on November 30,
     1999,  the last day of the  Employment  Period,  unless this  Agreement  is
     terminated  previously pursuant to the provisions hereof. If this Agreement
     has  not  been  previously  terminated,   Dion  shall  become  a  part-time
     consultant to Company on December 1, 1999 and shall  continue to serve as a
     part-time  consultant  to  Company  until  November  30,  2001.  The period
     beginning  on  December  1, 1999 and ending on  November  30, 2001 shall be
     referred to as the "Consulting Period".  During the Consulting Period, Dion
     shall  serve as  Chairman  of the Board of  Company if he is elected to the
     Board of Directors by the  stockholders and is appointed as Chairman by the
     directors,  in each case pursuant to Company's  Bylaws.  In such case, Dion
     shall perform the duties assigned to the Chairman of the Board by Company's
     Bylaws.  If he is serving as a member of the Board of Directors  during the
     Consulting Period Mr. Dion shall receive, in addition to the Consulting Fee
     set  forth in  Section  5, the same fees for Board  Meeting  and  Committee
     meeting attendance as other  non-employee Board members,  $100,000 per year
     while  serving  as  Chairman,  and no  additional  fee for  service  on, or
     chairing, committees.  Regardless of whether Dion is serving as Chairman of
     the Board during the Consulting Period,  Dion shall perform such additional
     or other  duties  as may be  assigned  to him by the  Board as long as such
     duties are of the type  customarily  assigned to a retired Chief  Executive
     Officer acting as a part-time consultant to a comparable corporation.  Dion
     shall not be required to perform more than 250 hours of consulting services
     in either of the  12-month  periods  (December 1, 1999 to November 30, 2000
     and  December  1, 2000 to November  30,  2001)  included in the  Consulting
     Period. Should an extraordinary situation require significant unanticipated
     time on the part of Dion, the Board will consider  additional  compensation
     related to that  situation.  The  Consulting  Period may be extended for an
     additional  one-year period on such terms and conditions as the parties may
     agree to."
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The first  sentence of Section 5 shall be deleted and the following  inserted in
its place:

     "Dion shall  receive a  "Consulting  Fee" of  $250,000  per year during the
Consulting Period."

This Second  Amendment shall be effective as of December 1, 1999.  Company shall
promptly  forward  to Dion any  payments  which  may be due as a  result  of the
effective date.

Except as set forth in this  Second  Amendment,  the  provisions  of the Amended
Agreement shall continue in full force and effect.


                                        DEL WEBB CORPORATION



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

                                        Its: Senior Vice President

                                        Date: February 23, 2000

                                        /s/ Philip J. Dion
                                        ----------------------------------------
                                        Philip J. Dion

                                        Date: February 28, 2000