July 22, 1999


Philip J. Dion
Chairman of the Board and Chief Executive Officer
Del Webb Corporation

         RE: 1999/00 EXECUTIVE MANAGEMENT INCENTIVE PLAN AWARD AGREEMENT

Dear Phil:

     Del Webb  Corporation  (the "Company") has adopted the Del Webb Corporation
1995 Executive Management Incentive Plan (the "Plan"). Under the Plan, the Human
Resources  Committee (the  "Committee")  of the Company"s  Board of Directors is
authorized to make awards of performance-based compensation to you.

     The Committee has decided to make an award to you pursuant to which you may
become entitled to receive  performance-based  compensation.  The payment of the
performance-based  compensation  is subject to the terms and  provisions  of the
Plan and this letter, which is the "Award Agreement".

     1.  PERFORMANCE  COMPENSATION:  The  maximum  amount  of  your  Performance
Compensation  will  depend  on the  level at which  the  Performance  Goals  are
satisfied.  For fiscal year 2000  ("Performance  Period"),  this amount will not
exceed the lesser of 2,000,000 or 1.75% of pre-tax,  pre-incentive earnings. The
Committee  will  evaluate  performance  under  one or  more  of  three  specific
performance elements:  after tax net earnings,  net margin, and return on equity
relative to return of the comparator peer group.  The  Performance  Compensation
and Performance Goals under which the 1999/00 Performance Award will be made are
set forth on the attached performance goals spreadsheet.

     If the  Performance  Goal or Goals are  satisfied  during  the  Performance
Period, you will be entitled to receive the Performance Compensation provided by
this paragraph,  subject to the discretionary adjustment provisions of paragraph
2. If the Performance Goal evaluation is not satisfied at the minimum level, you
will not be entitled to receive any performance-based compensation.

     Your  Performance  Compensation,  if  any,  will  be paid to you as soon as
administratively  feasible  following the date the Committee  certifies that the
Performance Goals for the Performance Period have been satisfied.

     2. TARGET BONUS:  Solely for purposes of limitation  under SERP, your bonus
target is deemed to be 120% of base salary.
<PAGE>
Mr. Philip J. Dion
July 22, 1999
Page 2


     3. DISCRETIONARY ADJUSTMENTS: We have set the Performance Compensation that
could  be  payable  to you  upon  attainment  of  the  Performance  Goals  at an
intentionally high level. We have followed this approach because under the terms
of the Plan the  Committee has the  discretion  to reduce or eliminate  (but not
increase) the amount of your Performance Compensation on the basis of subjective
factors the Committee determines to be appropriate.  The Committee reserves this
right.

     4. STATUS OF PLAN:  This Award Agreement is made pursuant to the provisions
of the Plan. The Plan is  incorporated  herein and a copy is attached as Exhibit
B. In the event of any  conflict  between  the  provisions  of the Plan and this
Award Agreement, the provisions of the Plan control.

     5.  DEFERRAL  OF  PAYMENTS:  You may elect to defer all or a portion of the
Performance  Compensation payable to you pursuant to the terms and provisions of
the Del Webb Corporation  Deferred  Compensation Plan. Any such election must be
made on or before December 15, 1999.

     6.  AMENDMENTS:  This  Award  Agreement  may be  amended  only by a written
agreement  executed  by the Company  and you.  Any changes  required in order to
qualify the Performance  Compensation as performance-based  compensation for the
purposes of Section 162(m) of the Internal Revenue Code of 1986, however, may be
unilaterally adopted by the Company without your consent.

     Please execute the acknowledgment in the enclosed extra copy of this letter
and return it in the enclosed self-addressed, stamped envelope.

                                         DEL WEBB CORPORATION


                                         By:
                                             -----------------------------------
                                             Chairman, Human Resources Committee


                                 ACKNOWLEDGMENT

     I acknowledge  receipt of a copy of the Del Webb Corporation 1995 Executive
Management Incentive Plan. I also acknowledge that no amounts will be payable to
me  pursuant  to the  Plan or this  Award  Agreement  if the  Performance  Goals
referred  to above  are not  attained  within  the  Performance  Period.  I also
acknowledge  that  the  Committee  has  the  right  to  reduce  the  Performance
Compensation  in  the  exercise  of its  discretion.  I  accept  the  terms  and
provisions of this Award Agreement and the Plan.

DATED: ____________________, 1999           ____________________________________
                                            Your signature