DEL WEBB CORPORATION
                     1998 EXECUTIVE LONG-TERM INCENTIVE PLAN

                 ARTICLE 1. ESTABLISHMENT, PURPOSE, AND DURATION

     1.1 Establishment of the Plan. Del Webb Corporation, a Delaware corporation
(the "Company"),  hereby establishes an incentive  compensation plan to be known
as the "Del Webb  Corporation  1998  Executive  Long-Term  Incentive  Plan" (the
"Plan"),  as set  forth  in  this  document.  The  Plan  permits  the  grant  of
Nonqualified   Stock  Options,   Incentive  Stock  Options,   Restricted  Stock,
Performance Units, and Performance-Based Awards.

     Upon  approval  by the  Board  of  Directors  of  Company  and  subject  to
shareholder ratification, the Plan shall become effective as of November 4, 1998
(the "Effective Date") and shall remain in effect as provided in Section 1.3.

     1.2 Purpose of the Plan. The purpose of the Plan is to promote the success,
and  enhance  the  value,  of  Company  by linking  the  personal  interests  of
Participants  to those of Company  shareholders,  and by providing  Participants
with an incentive for outstanding performance.

     The  Plan  is  further  intended  to  provide  flexibility  to  Company  in
itsability to motivate,  attract,  and retain the services of Participants  upon
whose  judgment,  interest,  and special  effort the  successful  conduct of its
operation largely is dependent.

     1.3 Duration of the Plan.  Subject to approval by the Board of Directors of
Company and ratification by the shareholders of Company, the Plan shall commence
on the Effective  Date, as described in Section 1.1, and shall remain in effect,
subject to the right of the Board of Directors to terminate the Plan at any time
pursuant to Article 14, until all Shares subject to it shall have been purchased
or acquired  according  to the Plan's  provisions.  However,  in no event may an
Award be granted under the Plan on or after November 3, 2008.

                     ARTICLE 2. DEFINITIONS AND CONSTRUCTION

     2.1 Definitions.  Whenever used in the Plan, the following terms shall have
the  meanings  set forth below and,  when the meaning is  intended,  the initial
letter of the word is capitalized:

          (a) "Award" means,  individually or  collectively,  a grant under this
     Plan of Nonqualified  Stock Options,  Incentive  Stock Options,  Restricted
     Stock, Performance Units, or Performance-Based Awards.

          (b) "Beneficial Owner" shall have the meaning ascribed to such term in
     Rule 13d-3 of the General Rules and Regulations under the Exchange Act.

          (c) "Board" or "Board or  Directors"  means the Board of  Directors of
     Del Webb Corporation.
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          (d) "Cause"  means (i) the breach by a Participant  of any  employment
     contract  between the  Participant  and Company,  (ii) the  conviction of a
     Participant 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),  or (iii)  willful and gross  misconduct on the
     part of a Participant  that is materially and  demonstrably  detrimental to
     Company.

          (e) A "Change in Control" of Company  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 Exchange Act, 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 the Exchange 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 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.

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

          (f) "Code"  means the Internal  Revenue Code of 1986,  as amended from
     time to time.

          (g)  "Committee"  means the  committee,  as  specified  in  Article 3,
     appointed  by the Board to  administer  the Plan with  respect to grants of
     Awards.
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          (h)  "Company"  means Del Webb  Corporation,  a  Delaware  corporation
     (including any and all Subsidiaries),  or any successor thereto as provided
     in Article 16 herein.

          (i) "Covered  Employee" means an Employee who is a "covered  employee"
     within the meaning of Section 162(m) of the Code.

          (j)  "Director"  means any  individual who is a member of the Board of
     Directors of Company.

          (k) "Disability"  means a permanent and total  disability,  within the
     meaning of Code Section  22(e)(3),  as  determined by the Committee in good
     faith, upon receipt of sufficient competent medical advice from one or more
     individuals,   selected  by  the  Committee,  who  are  qualified  to  give
     professional medical advice.

          (l)  "Employee"  means any  full-time,  nonunion  employee of Company.
     Directors who are not otherwise employed by Company shall not be considered
     Employees under this Plan.

          (m)  "Exchange  Act" means the  Securities  Exchange  Act of 1934,  as
     amended from time to time, or any successor Act thereto.

          (n) "Fair Market Value" means,  as of any given date,  the fair market
     value of a Share or other property determined by such methods or procedures
     as may be established from time to time by the Committee.  Unless otherwise
     determined  by the  Committee,  the Fair Market  Value of a Share as of any
     date  shall be the  closing  price for a Share on any  national  securities
     exchange  on which the Shares are then listed for that date or, if there is
     no closing  price for that date,  the closing  price on the next  preceding
     date for which there is a closing price, all as reported in the Wall Street
     Journal.

          (o)  "Incentive  Stock  Option" or "ISO"  means an option to  purchase
     Shares which is designated as an Incentive  Stock Option and is intended to
     meet the requirements of Section 422 of the Code.

          (p)  "Insider"  means an Employee who is, at the time an Award is made
     under this Plan, an insider pursuant to Section 16 of the Exchange Act.

          (q) "Non-Employee  Director" means a member of the Board who qualifies
     as a "Non-Employee Director" as defined in Rule 16b-3(b)(3) of the Exchange
     Act as it may be amended, replaced, or suspended from time to time.

          (r) "Nonqualified  Stock Option" or "NQSO" means an Option to purchase
     Shares which is not intended to be an Incentive Stock Option.

          (s) "Option" means an Incentive  Stock Option or a Nonqualified  Stock
     Option.
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          (t) "Option  Price"  means the price at which a Share may be purchased
     by a Participant pursuant to an Option, as determined by the Committee.

          (u)  "Parent"  shall have the  meaning  ascribed  to such term in Rule
     12b-2 of the General Rules and Regulations under the Exchange Act.

          (v) "Participant"  means an Employee of Company who has outstanding an
     Award granted under the Plan.

          (w)  "Performance-Based  Awards" means the Restricted Stock Awards and
     Performance Unit Awards granted to selected Covered  Employees  pursuant to
     Articles  7 and 8, but which are  subject to the terms and  conditions  set
     forth in Article 9. All  Performance-  Based Awards are intended to qualify
     as "performance-based compensation" under Section 162(m) of the Code.

          (x)  "Performance  Criteria"  means the  criteria  that the  Committee
     selects for purposes of establishing  the  Performance  Goal or Performance
     Goals for a Participant for a Performance Period. The Performance  Criteria
     that  will  be used to  establish  Performance  Goals  are  limited  to the
     following:  pre- or  after-tax  net  earnings,  revenue  growth,  operating
     income,  operating cash flow, return on net assets, return on shareholders'
     equity,  return  on  assets,   return  on  capital,   Share  price  growth,
     shareholder returns, gross or net profit margin,  earnings per share, price
     per  Share,  and  market  share,  any of which  may be  measured  either in
     absolute terms or as compared to any incremental increase or as compared to
     results of a peer group. The Committee shall, within the time prescribed by
     Section  162(m) of the Code,  define in an objective  fashion the manner of
     calculating the Performance Criteria it selects to use for such Performance
     Period for such Participant.

          (y)  "Performance  Goals" means, for a Performance  Period,  the goals
     established  in writing by the Committee for the  Performance  Period based
     upon the Performance  Criteria.  Depending on the Performance Criteria used
     to  establish  such  Goal,  the Goal may be  expressed  in terms of overall
     Company  performance or the  performance of an operating unit or community.
     The  Committee,  in its  discretion,  may,  within the time  prescribed  by
     Section 162(m) of the Code, adjust or modify the calculation of Performance
     Goals for such  Performance  Period in order to  prevent  the  dilution  or
     enlargement  of the  rights  of  Participants,  (i) in the  event of, or in
     anticipation of, any unusual or extraordinary  corporate item, transaction,
     event, or development;  and (ii) in recognition of, or in anticipation  of,
     any  other  unusual  or  nonrecurring  events  affecting  Company,  or  the
     financial   statements  of  Company,   or  (iii)  in  response  to,  or  in
     anticipation  of,  changes  in  applicable  laws,  regulations,  accounting
     principles, or business conditions.

          (z) "Performance  Period" means the one or more periods of time, which
     may be of varying and overlapping  durations,  as the Committee may select,
     over which the attainment of one or more Performance Goals will be measured
     for the purpose of  determining a  Participant's  right to, and the payment
     of, a Performance-Based Award.
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          (aa) "Performance Unit" means an Award granted to an Employee pursuant
     to Article 8.

          (bb)  "Period  of  Restriction"  means  the  period  during  which the
     transfer of Shares of Restricted Stock is limited in some way (based on the
     passage  of  time,  the  achievement  of  performance  goals,  or upon  the
     occurrence  of  other  events  as  determined  by  the  Committee,  in  its
     discretion),   and  the  Shares  are  subject  to  a  substantial  risk  of
     forfeiture, as provided in Article 7.

          (cc)  "Restricted  Stock"  means an  Award  granted  to a  Participant
     pursuant to Article 7.

          (dd)  "Retirement"  means a voluntary  termination  of employment by a
     Participant  who has less than ten (10) years of service with Company at or
     after  age  sixty-five  (65),  or  voluntary  termination  at or after  age
     fifty-five  (55)  for  Participants  who have at  least  ten (10)  years of
     service with Company as of the date of employment termination.

          (ee)   "Shares"   means  the  shares  of  common  stock  of  Del  Webb
     Corporation.

          (ff)  "Subsidiary"   means  any  corporation  in  which  Company  owns
     directly, or indirectly through subsidiaries,  at least fifty percent (50%)
     of the total  combined  voting power of all classes of stock,  or any other
     entity (including,  but not limited to, partnerships and joint ventures) in
     which  Company owns at least fifty  percent  (50%) of the  combined  equity
     thereof.

     2.2 Gender and Number.  Except where otherwise indicated by the context,any
masculine  term  used  herein  also  shall  include  the  feminine;  the  plural
shallinclude the singular and the singular shall include the plural.

     2.3   Severability.    In   the   event   that   a   court   of   competent
jurisdictiondetermines  that any  portion  of this Plan is in  violation  of any
statute,  commonlaw,  or public policy, then only the portions of this Plan that
violate  suchstatute,  common  law,  or public  policy  shall be  stricken.  All
portions of this Plan that do not violate  any  statute or public  policy  shall
continue in full force and effect. Further, any court order striking any portion
of this Plan shall modify the stricken  terms as narrowly as possible to give as
much effect as possible to the intentions of the parties under this Plan.

                            ARTICLE 3. ADMINISTRATION

     3.1 The Committee.  The Plan shall be  administered  by the Human Resources
Committee  of the Board,  or by any other  Committee  appointed  by the Board to
administer the Plan. In any event, unless otherwise specifically provided by the
Board,  the Committee  shall consist of not less than two (2) Directors  each of
whom qualifies as (i) a Non-Employee  Director,  and (ii) an "outside  director"
under Code Section  162(m) and the  regulations  thereunder.  The members of the
Committee  shall be  appointed  from  time to time by,  and  shall  serve at the
discretion  of, the Board of  Directors.  The Human  Resources  Committee of the
Board shall constitute the Committee unless the Board determines otherwise.
<PAGE>
     3.2 Authority of the Committee.  The Committee shall have full power,except
as limited by law or by the Articles of Incorporation or Bylaws  ofCompany,  and
subject to the provisions  herein,  to determine the size and typesof Awards; to
determine the terms and conditions of such Awards including, but not limited to,
the  exercise  price,  grant  price,  or purchase  price,  any  restrictions  or
limitations on any Award,  any schedule for lapse of forfeiture  restrictions or
restrictions on the  exercisability  of an Award,  and  accelerations or waivers
thereof,  based in each case on such considerations as the Committee in its sole
discretion determines;  to cancel and reissue anyAwards granted hereunder in the
event the Award lapses for any reason  (provided  that the  Committee  shall not
have the authority to reprice previously issued and currently outstanding Awards
without  shareholder  approval);  to  construe  and  interpret  the Plan and any
agreement or  instrument  entered into under the Plan;to  establish,  amend,  or
waive rules and regulations for the Plan's  administration;  and (subject to the
provisions of Article 14) to amend the terms and  conditions of any  outstanding
Award to the extent such terms and  conditions  are within the discretion of the
Committee as provided in the Plan.  Further,  theCommittee  shall make all other
determinations which may be necessary or advisable for the administration of the
Plan.  As permitted  by law, the  Committee  may  delegate  its  authorities  as
identified hereunder.

     3.3  Decisions  Binding.  All  determinations  and  decisions  made  by the
Committee  pursuant  to the  provisions  of the Plan and all  related  orders or
resolutions of the Board of Directors shall be final, conclusive, and binding on
all persons, including Company, its stockholders,  Employees,  Participants, and
their estates and beneficiaries.

     3.4 Delegation. The Committee may delegate to any officer of Company or any
committee  comprised  of officers of Company the  authority  to take any and all
actions permitted or required to be taken by the Committee  hereunder;  provided
that  such  delegation  shall  not be  permitted  with  respect  to  Options  or
otherAwards  granted or to be granted to any officer of Company and that, to the
extent the  Committee  delegates  authority  to grant  Options and other  Awards
hereunder,  such  delegation  shall specify the aggregate  number of Shares that
maybe awarded  pursuant to such  delegation and may establish the maximum number
ofShares that may be subject to any Award made pursuant to such  delegation  and
any other limitations thereon that the Committee may choose to impose.

                      ARTICLE 4. SHARES SUBJECT TO THE PLAN

     4.1 Number of Shares. Subject to adjustment as provided in Section 4.3, the
total number of Shares  available  for grant under the Plan shall be one million
(1,000,000).  These one million  (1,000,000) Shares may be either authorized but
unissued or reacquired Shares.

     4.2  Lapsed  Awards.  If any Award  granted  under  this Plan is  canceled,
terminates,  expires, or lapses for any reason, any Shares subject to such Award
again shall be available for the grant of an Award under the Plan.
<PAGE>
     4.3 Adjustments in Authorized Shares. The Committee may make or provide for
such  adjustments  in the (a)  number of Shares  covered by  outstanding  Awards
granted hereunder, (b) prices per Share applicable to outstanding Awards and (C)
kind of Shares covered  thereby,  as the Committee in its sole discretion may in
good faith  determine  to be  equitably  required  in order to prevent  dilution
orenlargement of the rights of Participants that otherwise would result from (x)
any  stock   dividend,   stock  split,   combination   or  exchange  of  Shares,
recapitalization  or other change in the capital  structure of Company,  (y) any
merger, consolidation,  spin-off, spin-out, split-off, split-up, reorganization,
partial or complete  liquidation,  or other distribution of assets (other than a
normal cash dividend), issuance of rights or warrants to purchase securities, or
(z) any other corporate  transaction or event having an effect similar to any of
the foregoing.  Moreover,  in the event of any such  transaction  or event,  the
Committee may provide in substitution  for any or all  outstanding  Awards under
this Plan such alternative consideration as it may in good faith determine to be
equitable under the  circumstances  and may require in connection  therewith the
surrender of all Awards so replaced.  The Committee may also make or provide for
such adjustments in the number of Shares specified in Section 4.1, 4.4, or 9.5as
the  Committee  in  its  sole  discretion  may in  good  faith  determine  to be
appropriate  in order to reflect  any  transaction  or event  described  in this
Section.  Any adjustment pursuant to this Section will be conclusive and binding
for all purposes of the Plan.

     4.4  Limitation  on  Number  of Shares  Subject  to Award.  Notwithstanding
anyprovision in the Plan to the contrary,  the maximum number of shares of Stock
that may be subject to one or more Awards  granted to any one  Participant  over
the term of the Plan shall be three hundred thousand (300,000).

                    ARTICLE 5. ELIGIBILITY AND PARTICIPATION

     5.1  Eligibility.  Persons eligible to participate in this Plan include all
officers and key Employees of Company, as determined by the Committee, including
Employees who are members of the Board, but excluding Non-Employee Directors.

     5.2  Actual  Participation.  Subject  to the  provisions  of the Plan,  the
Committee may, from time to time,  select from all eligible  Employees  those to
whom Awards shall be granted and shall  determine  the nature and amount of each
Award.  No  Employee  shall  have any right to be  granted  an Award  under this
Plan.In addition,  nothing in this Plan shall interfere with or limit in any way
theright of Company to terminate any  Participant's  employment at any time, nor
confer upon any Participant any right to continue in the employ of Company.

                            ARTICLE 6. STOCK OPTIONS

     6.1 Grant of  Options.  Subject  to the terms and  provisions  of the Plan,
Options may be granted to  Employees  at any time and from time to time as shall
be  determined  by  the  Committee.  The  Committee  shall  have  discretion  in
determining   the  number  of  Shares   subject  to  Options   granted  to  each
Participant.The  Committee  may grant ISOs,  NQSOs,  or a  combination  thereof.
Nothing  in this  Article  6 shall be deemed  to  prevent  the grant of NQSOs in
excess of the maximum established for ISOs by Section 422(d) of the Code.
<PAGE>
     6.2 Option  Agreement.  Each Option  grant shall be  evidenced by an Option
Agreement that shall specify the Option Price,  the duration of the Option,  the
number of Shares to which the Option pertains,  and such other provisions as the
Committee shall  determine.  The Option Agreement also shall specify whether the
Option is intended to be an ISO within the meaning of Section 422 of the Code,or
a NQSO whose grant is intended not to fall under the provisions of Section422 of
the Code.

     6.3 Option Price. The Option Price for each grant of an Option shall not be
less than one hundred  percent  (100%) of the Fair Market Value of such Share on
the date the Option is granted.

     6.4  Duration of  Options.  Each  Option  shall  expire at such time as the
Committee  shall  determine  at the time of grant;  provided,  however,  that no
Option  shall be  exercisable  later than the tenth (10th)  anniversary  date of
itsgrant.

     6.5  Exercise  of  Options.   Options  granted  under  the  Plan  shall  be
exercisable  at such times and be subject to such  restrictions  and  conditions
asthe Committee shall in each instance  approve,  which need not be the same for
each grant or for each Participant.

     6.6 Payment. Options shall be exercised by the delivery of a written notice
of exercise to the Secretary of Company, setting forth the number of Shares with
respect to which the Option is to be exercised,  accompanied by fullpayment  for
the Shares.

     The Option  Price upon  exercise of any Option  shall be payable to Company
infull either:  (a) in cash or its  equivalent,  or (b) by tendering  previously
acquired  Shares having a Fair Market Value at the time of exercise equal to the
total Option Price, or (c) by a combination of (a) and (b).

     The Committee also may allow cashless  exercise as permitted  under Federal
Reserve Board's Regulation T, subject to applicable securities law restrictions,
or by any other means which the Committee  determines to be consistent  with the
Plan's  purpose and  applicable  law. The proceeds  from such a payment shall be
added to the general  funds of Company  and shall be used for general  corporate
purposes.

     As soon as practicable after receipt of a written  notification of exercise
and full payment, Company shall deliver to the Participant, in the Participant's
name,  Share  certificates  in an  appropriate  amount  based upon the number of
Shares purchased under the Option(s).

     6.7 Restrictions on Share Transferability.  The Committee shall impose such
restrictions on any Shares acquired  pursuant to the exercise of an Option under
the Plan as it may deem advisable,  including, without limitation,  restrictions
under  applicable  Federal  securities laws, under the requirements of any stock
exchange or market upon which such Shares are then  listed  and/or  traded,  and
under any blue sky or state securities laws applicable to such Shares.

     6.8 Termination of Employment Due to Death, Disability, or Retirement.

          (a) Termination by Death. In the event the employment of a Participant
     is terminated by reason of death,  any outstanding  Options granted to that
     Participant  which are deemed  vested as of the date of death shall  remain
<PAGE>
     exercisable at any time prior to their expiration date, or for one (1) year
     after the date that employment was terminated, whichever period is shorter,
     by such  person or persons  as shall  have been named as the  Participant's
     beneficiary or by such persons that have acquired the Participant's  rights
     under the Option by will or by the laws of descent  and  distribution.  The
     portion of any outstanding Option which is deemed vested under this Plan as
     of the date of employment  termination shall be determined according to the
     following guidelines:

               (i) The portion of the Option which is exercisable as of the date
          of employment termination shall remain exercisable;

               (ii) The  percentage  vesting of the  portion of an Option  which
          otherwise  would have vested on the  anniversary  of the date of grant
          next  following the  Participant's  death (the "Next  Vesting  Date"),
          shall equal a fraction,  the  numerator of which is the number of full
          weeks of such  Participant's  employment  during the  12-month  period
          ending  on the Next  Vesting  Date,  and the  denominator  of which is
          fifty-two (52); and

               (iii) Any portion of an Option  which is not deemed  vested as of
          the date of employment termination, including the portion of an Option
          that is not deemed  vested prior to the Next Vesting Date  (determined
          in accordance  with  Subparagraph  (ii) above),  and the portion of an
          Option  which would have vested  after the Next  Vesting  Date,  shall
          expire  immediately and may not be exercised  following such time. The
          Shares  subject  to such  expired  Option  shall be  forfeited  by the
          Participant and shall again be available for grant under the Plan.

          (b)  Termination  by  Disability.  In the  event the  employment  of a
     Participant is terminated by reason of Disability,  any outstanding Options
     granted to that Participant  which are vested as of the date of termination
     due to  Disability  shall  remain  exercisable  at any time  prior to their
     expiration  date, or for one (l) year after the date of termination  due to
     Disability, whichever period is shorter.

          The portion of any outstanding Option which is deemed vested as of the
     date of termination due to Disability  shall be determined  pursuant to the
     guidelines  set forth in  Subparagraphs  (a)(i)  through  (a)(iii)  of this
     Section 6.8.

          Any Options that are not vested as of the date of  termination  due to
     Disability shall expire immediately and may not be exercised following such
     date.

          (c)  Termination  by  Retirement.  In the  event the  employment  of a
     Participant is terminated by reason of Retirement,  any outstanding Options
     granted to that  Participant  which are vested as of the effective  date of
     Retirement  shall remain  exercisable at any time prior to their expiration
     date,  or for three  (3) years  after  the  effective  date of  Retirement,
     whichever period is shorter.

          The portion of any outstanding Option which is deemed vested as of the
     effective date of Retirement shall be determined pursuant to the guidelines
     set forth in Subparagraphs (a)(i) through (a)(iii) of this Section 6.8.
<PAGE>
          Any  Options  which  are  not  vested  as of  the  effective  date  of
     Retirement shall expire immediately and may not be exercised following such
     date.

          (d)  Exercise  Limitations  on  ISOs.  In the  case of  ISOs,  the tax
     treatment  prescribed under Section 422 of the Code may not be available if
     the  Options are not  exercised  within the  Section  422  prescribed  time
     periods after each of the various types of employment termination.

          (e)  Option  Agreements.   The  exercise  periods  and  vesting  rules
     described  in  Subparagraphs  (a),  (b),  and (c) above  shall apply in the
     absence of any contrary  provisions in the Option Agreement.  The Committee
     may prescribe  alternative  vesting rules and exercise periods in an Option
     Agreement.

     6.9  Termination  of  Employment  for Other  Reasons.  Except as  otherwise
provided in an applicable Option  Agreement,  if the employment of a Participant
shall  terminate for any reason (other than the reasons set forth in Section 6.8
or for Cause),  all Options held by the  Participant  which are not vested as of
the effective date of employment  termination  immediately shall be forfeited to
Company (and shall once again become available for grant under the Plan).

     Except as otherwise  provided in an applicable  Option  Agreement,  options
which are  vested as of the  effective  date of  employment  termination  may be
exercised by the Participant  within the period  beginning on the effective date
of employment termination and ending three (3) months after such date.

     If  the  employment  of  a  Participant  shall  terminate  for  Cause,  all
outstanding  Options  held by the  Participant  immediately  shall be  forfeited
toCompany and no additional exercise period shall be allowed,  regardless of the
vested status of the Options.

     6.10 Nontransferability of Options. An Incentive Stock Option granted under
the Plan may not be sold, transferred, pledged, assigned, or otherwise alienated
or hypothecated,  other than by will or by the laws of descent and distribution.
A NQSO  granted  under the Plan may be  transferrable  subject to such terms and
conditions as may be established by the Committee from time to time.All  Options
granted to a Participant  under the Plan shall be exercisable  during his or her
lifetime  only  by  such  Participant;  provided  that  a  NQSO  that  has  been
transferred  pursuant  to  the  preceding  sentence  may  be  exercised  by  the
transferee.

                           ARTICLE 7. RESTRICTED STOCK

     7.1 Grant of Restricted  Stock.  Subject to the terms and provisions of the
Plan,  the  Committee,  at any time and from time to time,  may grant  Shares of
Restricted  Stock to eligible  Employees in such amounts as the Committee  shall
determine.  The total number of Shares of  Restricted  Stock  granted under this
Plan  pursuant to  Restricted  Stock  Agreements  that  include  only time based
restrictions   shall  not  exceed  one  hundred  thousand  (100,000)  Shares  of
<PAGE>
Restricted  Stock.  The total number of Shares of Restricted Stock granted under
this Plan  pursuant to Restricted  Stock  Agreements  that include  restrictions
based  on  achievement  of  specific  performance  goals,  (including,  but  not
limitedto Company-wide, divisional, and/or individual goals) shall not exceed an
additional one hundred thousand (100,000) Shares.

     7.2  Restricted  Stock  Agreement.  Each  Restricted  Stock  grant shall be
evidenced  by a  Restricted  Stock  Agreement  that shall  specify the Period of
Restriction, or Periods, the number of Restricted Stock Shares granted, and such
other provisions as the Committee shall determine.

     7.3  Transferability.  Except as provided in this  Article 7, the Shares of
Restricted Stock granted under this Plan may not be sold, transferred,  pledged,
assigned,   or  otherwise  alienated  or  hypothecated  until  the  end  of  the
applicablePeriod  of  Restriction  established by the Committee and specified in
theRestricted   Stock   Agreement,   or  upon   earlier   satisfaction   of  any
otherconditions,  as specified by the Committee in its sole  discretion  and set
forthin  the  Restricted  Stock  Agreement.  All  rights  with  respect  to  the
RestrictedStock  granted  to a  Participant  under the Plan  shall be  available
during his orher lifetime only to such Participant.

     7.4 Other Restrictions.  The Committee shall impose such other restrictions
on any Shares of Restricted  Stock  granted  pursuant to the Plan as it may deem
advisable including, without limitation, restrictions based upon the achievement
of specific  performance  goals  (Company-wide,  divisional,  and/orindividual),
and/or  restrictions  under applicable Federal or state securities laws; and may
legend the certificates representing Restricted Stock to give appropriate notice
of such restrictions.

     7.5 Certificate  Legend.  In addition to any legends placed on certificates
pursuant to Section 7.4,  each  certificate  representing  Shares of  Restricted
Stock granted pursuant to the Plan may bear the following legend:

     "The sale or other  transfer  of the  Shares of Stock  represented  by this
     certificate,  whether  voluntary,  involuntary,  or by operation of law, is
     subject to certain  restrictions  on  transfer as set forth in the Del Webb
     Corporation  1998 Executive  Long-Term  Incentive Plan, and in a Restricted
     Stock Agreement. A copy of the Plan and such Restricted Stock Agreement may
     be obtained from the Secretary of Del Webb Corporation."

     7.6 Removal of Restrictions.  Except as otherwise  provided in this Article
7, Shares of Restricted  Stock covered by each Restricted Stock grant made under
the Plan shall become freely  transferable by the Participant after the last day
of  the  Period  of   Restriction.   Once  the  Shares  are  released  from  the
restrictions,  the  Participant  shall be entitled  to have the legend  required
bySection 7.5 removed from his or her Share certificate.

     7.7 Voting Rights.  During the Period of Restriction,  Participants holding
Shares of  Restricted  Stock  granted  under this Plan may exercise  full voting
rights with respect to those Shares.

     7.8 Dividends and Other  Distributions.  During the Period of  Restriction,
Participants holding Shares of Restricted Stock granted under this Plan shall be
entitled to receive all dividends and other  distributions  paid with respect to
those Shares while they are so held.  If any such dividends or distributions are
<PAGE>
paid in  Shares,  the  Shares  shall  be  subject  to the same  restrictions  on
transferability and forfeitability as the Shares of Restricted Stock withrespect
to which they were paid.

     7.9  Termination  of Employment.  If the employment of a Participant  shall
terminate  for any  reason,  except as  otherwise  set  forth in the  Restricted
StockAgreement  all nonvested shares of Restricted Stock held by the Participant
upon the effective date of employment termination immediately shall be forfeited
and shall once again become  available  for grant under the Plan.  The number of
Shares of Restricted  Stock which are deemed vested as of the effective  date of
employment  termination  shall be  determined  pursuant  to the  guidelines  set
forthwith  respect to the vesting of Options,  as  specified in Sections 6.8 and
6.9,except as otherwise provided in the Restricted Stock Agreement.

                          ARTICLE 8. PERFORMANCE UNITS

     8.1  Grant  of  Performance  Units.  Subject  to the  terms  of  the  Plan,
Performance Units may be granted to eligible Employees at any time and from time
to time,  as shall be  determined by the  Committee.  The  Committee  shall have
complete  discretion in determining  the number of Performance  Units granted to
each  Participant.  The terms upon which the Performance Units are granted shall
be set forth in a Performance Unit Award Agreement

     8.2 Value of Performance Units. Each Performance Unit shall have an initial
value that is established  by the Committee at the time of grant.  The Committee
shall set performance goals in its discretion which,  depending on the extent to
which they are met, will determine the number and/or value of Performance  Units
that will be paid out to the Participants.

     8.3 Earning of Performance  Units.  After the applicable time period during
which the goals must be met, the holder of  Performance  Units shall be entitled
to receive payout on the number of Performance  Units earned by the  Participant
over such  period,  to be  determined  as a function  of the extent to which the
corresponding  performance  goals  have been  achieved,  all as set forth in the
Performance Unit Award Agreement.

     8.4 Form and  Timing of  Payment of  Performance  Units.  Payment of earned
Performance  Units  shall  be made  in a  single  lump  sum,  within  forty-five
(45)calendar days following the close of the applicable time period during which
the goals must be met. The  Committee,  in its sole  discretion,  may pay earned
Performance Units in the form of cash or in Shares (or in a combination thereof)
which  have an  aggregate  Fair  Market  Value  equal to the value of the earned
Performance Units at the close of such period.

     Prior to the  beginning of each time period  during which the goals must be
met,  Participants may elect to defer the receipt of the Performance Unit payout
upon such terms as the Committee deems appropriate.

     8.5  Termination of Employment  Due to Death,  Disability,  Retirement,  or
Involuntary  Termination  (without  Cause).  In the  event the  employment  of a
Participant  is  terminated  by  reason  of death,  Disability,  Retirement,  or
involuntary   termination   without  Cause  during  a  Performance  Period,  the
Participant  shall  receive a  prorated  payout of the  Performance  Units.  The
prorated  payout  shall  be determined by the Committee, in its sole discretion,
<PAGE>
based upon the guidelines  set forth with respect to the vesting of Options,  as
specified in Sections 6.8 and 6.9, or such other  standards as may be prescribed
by the Committee in the Performance Unit Award  Agreement,  and further adjusted
based on the achievement of the preestablished performance goals.

     Payment of earned Performance Units shall be made at the same time payments
are made to Participants who did not terminate  employment during the applicable
time period during which the goals must be met.

     8.6  Termination  of  Employment  for Other  Reasons.  In the event  that a
Participant  terminates  employment with Company for any reason other than those
reasons set forth in Section 8.5, unless the Committee determines otherwise, all
Performance  Units shall be  forfeited by the  Participant  to Company and shall
once again be available for grant under the Plan.

     8.7  Nontransferability.  Performance  Units may not be sold,  transferred,
pledged, assigned, or otherwise alienated or hypothecated, other than by will or
by the laws of descent and  distribution.  Further a Participant's  rights under
the Plan shall be  exercisable  during the  Participant's  lifetime  only by the
Participant or the Participant's legal representative.

                       ARTICLE 9. PERFORMANCE-BASED AWARDS

     9.1 Purpose.  The purpose of this Article 9 is to provide the Committee the
ability  to  qualify  the  Restricted  Stock  Awards  under  Article  7 and  the
Performance Unit Awards under Article 8 as "performance-based compensation"under
Section  162(m) of the Code. If the  Committee,  in its  discretion,  decides to
grant a  Performance-Based  Award  to a  Covered  Employee,  the  provisions  of
thisArticle 9 shall control over any contrary provision  contained in Articles 7
or8.

     9.2  Applicability.  This  Article  9 shall  apply  only to  those  Covered
Employees  selected by the Committee to receive  Performance-Based  Awards.  The
Committee   may,  in  its   discretion,   grant   Restricted   Stock  Awards  or
PerformanceUnit Awards to Covered Employees that do not satisfy the requirements
of this Article 9. The designation of a Covered  Employee as a Participant for a
Performance Period shall not in any manner entitle the Participant to receive an
Award  for  the  period.  Moreover,  designation  of  a  Covered  Employee  as a
Participant for a particular Performance Period shall not require designation of
such Covered Employee as a Participant in any subsequent  Performance Period and
designation  of  one  Covered  Employee  as  a  Participant  shall  not  require
designation of any other Covered  Employee as a Participant in such period or in
any other period.

     9.3 Discretion of Committee with Respect to Performance Awards. With regard
to a particular  Performance Period, the Committee shall have full discretion to
select  the length of such  Performance  Period,  the type of  Performance-Based
Awards to be issued,  the kind and/or level of the Performance Goal, and whether
the  Performance  Goal is to apply to Company,  a Subsidiary  orany  division or
business unit thereof.

     9.4  Payment  of  Performance  Awards.  Unless  otherwise  provided  in the
relevant  Award  Agreement,  a  Participant  must be  employed  by  Company or a
<PAGE>
Subsidiary  on the last  day of the  Performance  Period  to be  eligible  for a
Performance Award for such Performance Period.  Furthermore, a Participant shall
be eligible to receive payment under a Performance-Based Award for a Performance
Period only if the Performance Goals for such period are achieved.

     In determining  the actual size of an individual  Performance-Based  Award,
the Committee may reduce or eliminate the amount of the Performance-Based  Award
earned for the Performance  Period, if in its sole and absolute  discretion such
reduction or elimination is appropriate.

     9.5 Maximum  Award  Payable.  Notwithstanding  any  provision  contained in
thePlan to the  contrary,  the maximum  Performance-Based  Award  payable to any
oneParticipant under the Plan for a Performance Period is seventy-five  thousand
(75,000) Shares,  or in the event the  Performance-Based  Award is paid in cash,
such  maximum   Performance-Based  Award  shall  be  determined  by  multiplying
seventy-five  thousand  (75,000) by the Fair Market Value of one Share as of the
date of grant of the Performance-Based Award.

                       ARTICLE 10. BENEFICIARY DESIGNATION

     Each  Participant  under  the  Plan  may,  from  time  to  time,  name  any
beneficiary or beneficiaries  (who may be named contingently or successively) to
whom any benefit under the Plan is to be paid in case of his or her death before
he or she  receives  any or all of such  benefit.  Each such  designation  shall
revoke  all  prior  designations  by the  same  Participant,  shall be in a form
prescribed by Company,  and will be effective only when filed by the Participant
in  writing  with  the  Human   Resource   Department  of  Company   during  the
Participant's  lifetime.  In the  absence  of  any  such  designation,  benefits
remaining unpaid at the  Participant's  death shall be paid to the Participant's
estate.

                              ARTICLE 11. DEFERRALS

     The Committee may permit a Participant to defer such Participant's  receipt
of the payment of cash or the delivery of Shares that would  otherwise be due to
such Participant by virtue of the exercise of an Option,  the lapse or waiver of
restrictions  with  respect to  Restricted  Stock,  or the  satisfaction  of any
requirements  or goals with respect to Performance  Units.  If any such deferral
election is required or permitted,  the Committee shall, in its sole discretion,
establish rules and procedures for such payment deferrals.

                         ARTICLE 12. RIGHTS OF EMPLOYEES

     12.1  Employment.  Nothing  in the Plan  shall  interfere  with or limit in
anyway the right of Company to terminate  any  Participant's  employment  at any
time,nor  confer  upon any  Participant  any right to  continue in the employ of
Company.  For  purposes of the Plan,  transfer of  employment  of a  Participant
between Company and any one of its Subsidiaries (or between  Subsidiaries) shall
not be deemed a termination of employment.

     12.2  Participation.  No  Employee  shall have the right to be  selected to
receive an Award under this Plan, or, having been so selected, to be selected to
receive a future Award.
<PAGE>
                          ARTICLE 13. CHANGE IN CONTROL

     Upon the occurrence of a Change in Control,  unless otherwise  specifically
prohibited by the terms of Article 17:

          (a)  Any  and  all  Options   granted  under  the  Plan  shall  become
     immediately  exercisable and shall remain exercisable by the Participant at
     any time prior to their  expiration date or for one (1) year after the date
     of the  occurrence of the Change in Control,  whichever  period is shorter;
     provided that, if the  Participant  is terminated  following such Change in
     Control,  the  provisions of the Plan  regarding  exercisability  of vested
     options set forth in Sections 6.8 and 6.9 shall apply.

          (b) Any  restriction  periods and  restrictions  imposed on Restricted
     Shares shall lapse,  and within ten (10) business days after the occurrence
     of a Change in  Control,  the  stock  certificates  representing  Shares of
     Restricted  Stock,  without any  restrictions or legend  thereon,  shall be
     delivered to the applicable Participants;

          (c) The  value of all  Performance  Units  and the time and  manner of
     payment  for  Performance  Units  shall  be  governed  by the  terms of the
     Performance Unit Award Agreement; and

          (d) Subject to Article 14, the  Committee  shall have the authority to
     make any  modifications  to the Awards as determined by the Committee to be
     appropriate before the effective date of the Change in Control.

              ARTICLE 14. AMENDMENT, MODIFICATION, AND TERMINATION

     14.1  Amendment,  Modification,  and  Termination.  With  the  approval  of
theBoard, at any time and from time to time, the Committee may terminate, amend,
or modify the Plan.  However,  to the extent  necessary  and desirable to comply
with any  applicable  law,  regulation,  or stock exchange rule, the Board shall
obtain  shareholder  approval of any Plan amendment in such manner and to such a
degree as may be required.

     14.2 Awards Previously Granted. No termination,  amendment, or modification
of the Plan shall in any manner adversely  affect any Award  previously  granted
under the Plan,  without the written  consent of the  Participant  holding  such
Award.

                             ARTICLE 15. WITHHOLDING

     The Company  shall have the power and the right to deduct or  withhold,  or
require a  Participant  to remit to  Company,  an amount  sufficient  to satisfy
Federal,  state, and local taxes (including the  Participant's  FICA obligation)
required by law to be withheld with respect to any grant,  exercise,  or payment
made under or as a result of this Plan.
<PAGE>
                             ARTICLE 16. SUCCESSORS

     All  obligations  of Company with respect to Awards  granted under the Plan
shall be binding on any  successor  to Company,  whether the  existence  of such
successor   is  the   result  of  a  direct  or   indirect   purchase,   merger,
consolidation,or  otherwise,  of all or substantially all of the business and/or
assets of Company.

                         ARTICLE 17. REQUIREMENTS OF LAW

     17.1 Requirements of Law. The granting of Awards and the issuance of Shares
under the Plan shall be subject to all applicable laws,  rules, and regulations,
and to such  approvals  by any  governmental  agencies  or  national  securities
exchanges as may be required.

     17.2  Governing  Law.  The Plan,  and all  agreements  hereunder,  shall be
governed by the laws of the State of Delaware.