Exhibit 10.1

                       Sample Change of Control Agreement

Date


Name
Address


Dear _____:

The Board of Directors of Del Webb Corporation (the "Corporation") and the Human
Resources Committee (the "Committee") of the Board have determined that it is in
the best interest of the Corporation and its shareholders for the Corporation to
agree, as provided herein, to pay you termination  compensation in the event you
should  leave  the  employ  of  the  Corporation  or  a  Subsidiary   under  the
circumstances described below. Reference in this letter to your employment by or
with  the  Corporation  shall  be  deemed  to  include  employment  by or with a
Subsidiary.

The Board and Committee recognize that the continuing possibility of a change in
the control of the Corporation is unsettling to you and other senior  executives
of the Corporation.  Therefore, these arrangements are being made to help assure
a continuing dedication by you to your duties to the Corporation notwithstanding
the  occurrence or potential  occurrence of a change in control.  In particular,
the Board and the Committee believe it important, should the Corporation receive
proposals from third parties with respect to its future,  to enable you, without
being influenced by the  uncertainties  of your own situation,  to assess and to
take such other action  regarding such proposals as the Board might determine to
be  appropriate.  The  Board  and the  Committee  also  wish to  demonstrate  to
executives of the  Corporation  and its  Subsidiaries  that the  Corporation  is
concerned  with the  welfare  of its  executives  and  intends to see that loyal
executives are provided with the benefits stated herein.

In  view  of the  foregoing  and in  further  consideration  of  your  continued
employment with the Corporation, the Corporation agrees with you as follows:

1.   LIMITED  RIGHT TO RECEIVE  SEVERANCE  BENEFITS.  In the event  that  within
     twenty-four  (24) months after a change of control of the  Corporation  (as
     defined herein) your  employment  with the  Corporation is terminated,  you
     shall be entitled to the  severance  benefits  provided in Section 3 hereof
     unless:

     (a)  at that time your  employment is terminated  by the  Corporation,  you
          have a written employment  contract with the Corporation  extending at
          least _______
<PAGE>
Name                                 - 2 -                                  Date

          months from the date written  Notice of  Termination  is given you and
          the Corporation  acknowledges  its breach of that agreement and offers
          you,  in cash,  an amount  equal to all  future  payments  called  for
          thereunder, plus all other damages suffered by you as a result of such
          termination; or

     (b)  such  termination is (i) because of your death or retirement,  (ii) by
          the  Corporation for cause or your permanent  disability,  or (iii) by
          you,  other  than for good  reason in  accordance  with  Section  2(e)
          hereof.

2. CERTAIN DEFINITIONS. For purposes of this Agreement:

     (a)  CHANGE IN CONTROL. "Change in control of the Corporation" shall mean a
          change in control of a nature that would be required to be reported in
          response to Item 6(e) of Schedule 14A of  Regulation  14A  promulgated
          under the  Securities  Exchange  Act of 1934,  as  amended  ("Exchange
          Act");  provided that,  without  limitation,  such a change in control
          shall be deemed to have  occurred if (i) any "person" (as such term is
          used in Sections 13(d) and 14(d)(2) of the Exchange Act) is or becomes
          the beneficial  owner,  directly or  indirectly,  of securities of the
          Corporation  representing  twenty-five  percent  (25%)  or more of the
          combined voting power of the Corporation's then outstanding securities
          ordinarily   (and   apart   from   rights   accruing   under   special
          circumstances) having the right to vote at elections of directors,  or
          (ii) within two (2) years of a tender offer or exchange  offer for the
          voting stock of the Corporation  (other than by the Corporation) or as
          a result of a  merger,  consolidation,  sale of  assets  or  contested
          election or any  combination  of the  foregoing,  the persons who were
          directors of the Corporation  immediately prior thereto shall cease to
          constitute a majority of the Board of Directors of the  Corporation or
          of its successor by merger, consolidation or sale of assets.

     (b)  RETIREMENT.  Termination by the  Corporation or you of your employment
          based on "Retirement" shall mean (i) voluntary  retirement by you from
          active  full-time  employment  with any person or  corporation  on and
          after  the  attainment  of  sixty-five  (65)  years,   (ii)  voluntary
          separation  because of retirement from active employment in accordance
          with the  Corporation's  retirement policy in effect as of the date of
          Change  in  Control   (including  early  retirement  at  your  option)
          generally applicable to its salaried employees, or (iii) in accordance
          with any written  retirement policy established by the Corporation for
          you with your written consent.

     (c)  PERMANENT  DISABILITY.  If,  as a  result  of your  incapacity  due to
          physical  or mental  illness,  you shall  have been  absent  from your
          duties with the  Corporation or a Subsidiary on a full-time  basis for
          six (6) months or more
<PAGE>
Name                                 - 3 -                                  Date

          and you apply for and are approved for long-term  disability  payments
          under the Corporation's long-term disability plan, the Corporation may
          terminate this Agreement for "Permanent Disability".

          Notwithstanding  the  foregoing,  this Agreement may not be terminated
          pursuant to this  Section  2(c) unless the  incapacity  giving rise to
          such Permanent  Disability  occurs prior to the occurrence of an event
          which might cause  amounts to be payable to you under this  Agreement.
          Once payments have begun pursuant to any provision of this  Agreement,
          this Agreement may not be terminated pursuant to this Section 2(c) and
          such payment shall not cease or diminish on account of your  Permanent
          Disability.

     (d)  CAUSE. The Corporation shall have "Cause" to terminate your employment
          upon (i) the breach by you of any employment  contract between you and
          the Corporation,  or (ii) the adjudication  that you are bankrupt,  or
          (iii) your  conviction 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).

     (e)  GOOD REASON.  You may terminate your  employment for Good Reason,  and
          receive the benefits  provided in Section 3 hereof,  only if you do so
          within one hundred  twenty (120) days  following the occurrence of any
          of the  events  specified  in  (i)-(iv)  below.  Termination  of  your
          employment by you for "Good Reason" shall mean:

          (i)  without your express  written  consent,  the assignment to you of
               any duties that are  inconsistent  with your  positions,  duties,
               responsibilities  and  status  with the  Corporation  immediately
               prior to a Change in Control, or a demotion,  or a change in your
               titles or offices as in effect  immediately  prior to a Change in
               Control,  or any  removal of you from or any  failure to re-elect
               you to any of such  positions,  except  in  connection  with  the
               termination of your employment for Cause, Permanent Disability or
               as a result of your death or by other than for Good Reason;

          (ii) a reduction by the  Corporation  in your base salary as in effect
               on the date hereof or as the same may be  increased  from time to
               time;

         (iii) the failure by the  Corporation to continue in effect any thrift,
               incentive or compensation  plan, or any pension,  life insurance,
               health and accident
<PAGE>
Name                                    - 4 -                               Date

               or disability plan in which you are  participating at the time of
               a Change in Control of the  Corporation  (or plans  providing you
               with substantially similar benefits), the taking of any action by
               the Corporation  which would adversely affect your  participation
               in or materially  reduce your benefits under any of such plans or
               deprive you of any material  fringe benefit enjoyed by you at the
               time of the change in control,  or the failure by the Corporation
               to provide you with the number of paid vacation days to which you
               are then  entitled  on the  basis of  years of  service  with the
               Corporation in accordance with the Corporation's  normal vacation
               policy in effect on the date hereof;

          (iv) you are assigned to, or the Corporation's office at which you are
               principally  employed immediately prior to the date of the Change
               in Control of the  Corporation are relocated to, a location which
               would  require a  round-trip  commute  to work from your  present
               residence of more than one hundred twenty (120) miles per day:

          (v)  the   failure  of  the   Corporation   to  obtain  an   agreement
               satisfactory  to you  from  any  successor  to the  business,  or
               substantially  all the assets,  of the Corporation to assume this
               Agreement or issue a substantially similar agreement;

          (vi) your termination by the Corporation, purportedly for Cause, if it
               is  thereafter  determined  that  cause did not exist  under this
               Agreement with respect to your termination.

     (f)  NOTICE OF TERMINATION. Any termination by the Corporation or you shall
          be  communicated  by written  notice to the other  party  ("Notice  of
          Termination").  With respect to any termination by the Corporation for
          Cause,  Retirement or Disability,  or any  termination by you for Good
          Reason, the Notice of Termination shall set forth in reasonable detail
          the  facts  and  circumstances  claimed  to  provide  a basis for such
          termination.

     (g)  SUBSIDIARY.  "Subsidiary"  shall  mean any  corporation,  partnership,
          joint  venture or other entity in which the  Corporation  has a twenty
          percent (20%) or greater equity interest.

3.   EFFECT OF TERMINATION.  If you are entitled to receive  severance  benefits
     pursuant to Section 1 hereof, such severance benefits shall be as follows:

     (a)  you will be entitled to a cash payment in lump sum (or, if you make an
          irrevocable  election  prior to a Change in Control,  payable in equal
          semi- monthly  installments  without  interest)  equal to  ___________
          times the highest  annual base salary in effect at any time during the
          twelve  (12)  months  prior to the date the Notice of  Termination  is
          given ("Termination  Salary"),  plus an amount equal to the greater of
          the value of all  bonuses  paid 
<PAGE>
Name                                    - 5 -                               Date

          to you during the twelve (12) month period prior to the giving of such
          Notice of Termination, or ________________ of the Termination Salary;

     (b)  any stock options to purchase common stock of the Corporation or stock
          appreciation  rights held by you on the date the Notice of Termination
          is given, which are not at that date currently  exercisable,  shall on
          that date  automatically  become  exercisable;  and be exercisable for
          three (3) months after termination of employment;

     (c)  all shares of common  stock of the  Corporation  held by you under the
          Corporation's  Restricted  Stock  Plans  which  are still  subject  to
          restrictions  on the date the Notice of Termination is given shall, as
          of that date, automatically become free of all restrictions;

     (d)  a payment of twenty percent (20%) of your  Termination  Salary in lieu
          of fringe benefits.

          The  Corporation  shall be  obligated  to  amend,  if  necessary,  its
          Restricted  Stock Plans and its plans  pursuant to which you have been
          or may be granted stock options or stock appreciation rights, or grant
          instruments,  to be  consistent  with  Section  3(b)  and 3(c) of this
          Agreement.

          Should you, at any time,  take legal  action,  including  arbitration,
          against the Corporation for breach of this Agreement,  the Corporation
          shall  reimburse you for all amounts spent by you to pursue such legal
          action,  regardless  of the  outcome,  unless  a  court  of  competent
          jurisdiction  finds your  action to have been  frivolous  and  without
          merit.

4.   EFFECT ON OTHER  BENEFITS.  Except to the  extent  specified  in  Section 3
     hereof,   this   Agreement   shall  not  affect  your   participation   in,
     distributions  from and vested rights under any pension,  profit sharing or
     other employee benefit plan of the Corporation or any of its  Subsidiaries,
     which  will be  governed  by the  terms  of  those  respective  plans.  Any
     forfeitures you experience under any pension, profit sharing or stock bonus
     plans due to your  termination  shall be paid to you by the  Corporation in
     cash in the event any payment is made to you  pursuant to Section 3. In the
     event that on the date your  employment  with the Corporation is terminated
     (and provided you are entitled to severance  benefits pursuant to Section 3
     hereof) you are provided or are entitled to the use of an automobile  under
     the Corporation's  executive  automobile  policy, you shall have the use of
     such  automobile  for one (1) year  after the date of such  termination  of
     employment,  on terms no less favorable than those contained in such policy
     prior to such  termination  of employment.  In addition,  for a twelve (12)
     month period after any termination  entitling you to benefits under Section
     3  hereof,  the  Corporation  shall  arrange  to  provide  you  with  life,
     disability,
<PAGE>
Name                                    - 6 -                               Date

     accident and group health benefits and coverages  substantially  similar to
     those  which  you  were  receiving  immediately  prior  to  the  Notice  of
     Termination.  The cost to you of such  coverage  shall be not more than the
     cost  to you of  similar  coverage  immediately  prior  to  the  Notice  of
     Termination. Your right to continued life, disability,  accident and health
     benefits  shall be in addition to and not in lieu of your rights  under the
     Consolidated Omnibus Reconciliation Act of 1986 ("COBRA").

5.   CONTINUATION OF EMPLOYMENT. This Agreement shall not be construed to confer
     upon you any right to  continue  in the  employ of the  Corporation  or the
     Operating Company,  and shall not limit any right of the Corporation or the
     Operating  Company to  terminate  your  employment  at any time in its sole
     discretion.

6.   ENTIRE  AGREEMENT.  This  Agreement  supersedes  all other  agreements  and
     understandings between us with respect to benefits due to you in connection
     with  a  Change  in  Control.  In the  event  of the  termination  of  your
     employment under  circumstances  entitling you to the termination  payments
     hereunder,  the arrangements provided for by this Agreement,  together with
     any written  employment  contract  between you and the  Corporation and any
     applicable  benefit plan of the  Corporation or any of its  subsidiaries in
     effect at the time (as modified by this  Agreement),  would  constitute the
     entire  obligation of the Corporation to you and performance  thereof would
     constitute  full  settlement of any claim that you might  otherwise  assert
     against the Corporation on account of such termination.

7.   SUCCESSORS AND ASSIGNS.  This Agreement  shall be binding upon and inure to
     the benefit of you,  your estate and the  Corporation  and any successor of
     the  Corporation,  but  neither  this  Agreement  nor  any  rights  arising
     hereunder may be assigned or pledged by you.

8.   MISCELLANEOUS.  No provisions of this Agreement may be modified,  waived or
     discharged  unless such waiver,  modification  or discharge is agreed to in
     writing,  signed by you and such officer as may be specifically  designated
     by the Board of Directors of the Corporation.

     No  waiver by either  party  hereto at any time of any  breach by the other
     party hereto of, or  compliance  with,  any  condition or provision of this
     Agreement  to be  performed by such other party shall be deemed a waiver of
     similar or  dissimilar  provisions or conditions at the same time or at any
     prior or subsequent time. No agreements or
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Name                                  - 7 -                                 Date

     representations, oral or otherwise, express or implied, with respect to the
     subject  matter  hereof  have been made by either  party  which are not set
     forth   expressly  in  this   Agreement.   The  validity,   interpretation,
     construction  and  performance of this  Agreement  shall be governed by the
     laws of the State of Arizona.

9.   TERMINATION  OF  THIS  AGREEMENT.  Prior  to a  Change  in  Control  of the
     Corporation,   this  Agreement  may  be  unilaterally   terminated  by  the
     Corporation upon twelve (12) months prior written notice to you.

10.  ARBITRATION AND LITIGATION. In the event that following a Change in Control
     of the  Corporation,  the  Corporation  terminates  you by  reason  of your
     Permanent  Disability  or for Cause and you  dispute  the  accuracy of such
     assertion of Permanent  Disability or Cause,  or in the event you terminate
     your employment for Good Reason, and the Corporation  disputes the accuracy
     of such assertion of Good Reason,  the accuracy of such assertion  shall be
     submitted to  arbitration  in accordance  with the then current  commercial
     arbitration rules of the American Arbitration  Association  ("Association")
     or its successor, provided you or the Corporation file a written demand for
     arbitration  at a regional  office of the  Association  within  thirty (30)
     calendar days  following the date of  termination.  The  Corporation  shall
     continue  to pay  all  benefits  due to you  under  this  Agreement  during
     arbitration until a final, binding determination has been entered relieving
     the Corporation of its duty to provide benefits hereunder. In the event the
     Corporation  shall  elect  to  insure  all or  part  of its  liability  for
     providing  health and long-term  disability  benefits under this paragraph,
     you shall submit to such reasonable physical examination as the Company may
     request. Arbitration shall be the sole remedy hereunder and the decision of
     the arbitrator shall be final and binding.

11.  SEVERABILITY.  If any  one  (1) 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
     enforceability  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 our mutual intentions.

12.  MITIGATION.  In the event that your  employment is terminated  and payments
     become due pursuant to this  Agreement,  you shall have no duty to mitigate
     damages or to become re-employed by another employer.
<PAGE>
Name                                  - 8 -                                 Date


If you are in agreement  with the  foregoing,  please so indicate by signing and
returning to the  Corporation  the enclosed copy of this letter,  whereupon this
letter shall constitute a binding  agreement  between you and the Corporation in
accordance with its terms.

Very truly yours,


PJD/sd
Enclosure

                                              AGREED:



                                              --------------------------------
                                              Name


                                              Date:
                                                   ---------------------------
<PAGE>

                  ELECTION FOR RECEIPT OF INSTALLMENT PAYMENTS



Pursuant to the terms of the Change in Control  Agreement dated  ________,  19__
between Del Webb Corporation and the  undersigned,  I elect to have the payments
due me  under  Section  3(a)  of  this  letter  agreement  paid  to me in  equal
semi-monthly installments over a period of eighteen (18) months.


                                              --------------------------------
                                              Name

                                              Date:
                                                   ---------------------------

State of Arizona      )
                      )  ss.
County of Maricopa    )


The  foregoing  instrument  was  acknowledged  before  me  this  _______  day of
____________________, 19___, by [Name].



My Commission Expires                   .
                     -------------------    ------------------------------------
                                            Notary
<PAGE>

EXHIBIT 10.1 Sample Change of Control Agreements for certain officers.  Schedule
             of differences:

1.   LIMITED  RIGHT TO RECEIVE  SEVERANCE  BENEFITS.  In the event  that  within
     twenty-four  (24) months after a change of control of the  Corporation  (as
     defined herein) your  employment  with the  Corporation in terminated,  you
     shall be entitled to the  severance  benefits  provided in Section 3 hereof
     unless:

     (a)  at that time your employment is terminated by the Corporation,you have
          a written employment contract with the Corporation  extending at least
          ________ months (SEE DIFFERENCES  ATTACHED HERETO AS #1) from the date
          written  Notice  of  Termination  is  given  you and  the  Corporation
          acknowledges it s breach of that agreement and offers you, in cash, an
          amount equal to all future payments  called for  thereunder,  plus all
          other damages suffered by you as a result of such termination;

3.   EFFECT OF TERMINATION.  If you are entitled to receive  severance  benefits
     pursuant to Section 1 hereof, such severance benefits shall be as follows:

     (a)  you will be entitled to a cash payment in lump sum (or, if you make an
          irrevocable  election  prior to a Change in Control,  payable in equal
          semi- monthly installments without interest) equal to __________ times
          (SEE DIFFERENCES ATTACHED HERETO AS #2) the highest annual base salary
          in effect at any time during the twelve (12) months  prior to the date
          the Notice of Termination  is given  ("Termination  Salary"),  plus an
          amount  equal to the greater of the value of all  bonuses  paid to you
          during the twelve (12) month period prior to the giving of such Notice
          of Termination, or __________ percent (SEE DIFFERENCES ATTACHED HERETO
          AS #3)of the Termination Salary;
<PAGE>
                              Contract         OR               PLUS
                  Date of     Extension        Base Salary      Bonus
Name              Agreement   in Months (1)    in Years (2)     Computation (3)
----              ---------   -------------    ------------     ---------------

John
Spencer           5-20-88         24                2                35%

Don
Mickus            5-20-88         24                2                35%

Frank
Pankratz          5-20-88         18                1.5              40%

Anne
Mariucci          5-20-88         18                1.5              35%

Dave
Rau               5-20-88         18                1.5              35%

Chuck
Roach             5-17-89         18                1.5              35%

Jack
Gleason           2-01-90         18                1.5              35%

Rob
Jones             11-16-92        18                1.5              35%

Dave
Schreiner         12-21-92        18                1.5              35%

Lynn
Schuttenberg      4-29-93         18                1.5              35%

Bob
Wagoner           1-26-94         18                1.5              35%

John
Murray            9-25-95         18                1.5              35%

Larry
Beckner           11-1-95         18                1.5              35%

Rich
Vandermeer        11-4-96         18                1.5              35%