Exhibit 10.4

                              DEL WEBB CORPORATION
                            MANAGEMENT INCENTIVE PLAN
                   Fiscal 1999 (July 1, 1998 - June 30, 1999)


Plan Objectives
---------------

o        To motivate key  management  personnel  to achieve or exceed  Corporate
         financial goals and to contribute to the short and longer term interest
         of shareholders.


o        To provide a competitive bonus program necessary to attract, retain and
         motivate high quality management.


Administration
--------------


1.       Bonuses may be paid in cash or in stock, less applicable tax deductions
         and subject to prior deferral  agreements as soon as practicable  after
         the end of the Fiscal Year.


2.       In order to  receive a bonus,  the  participant  must be on the  active
         payroll at the time the bonus is paid  unless  approval  for a pro rata
         bonus is granted by the Chairman/Chief Executive Officer (CEO).


3.       At the  discretion of the CEO and upon approval of the Human  Resources
         Committee, financial objectives may be adjusted upward or downward as a
         result of  significant  windfalls  or  disasters  beyond the control of
         management.  In  addition,  the Human  Resources  Committee  can revise
         financial  objectives during the year if significant  events occur that
         were not included in the budget. Total incentives payable under the MIP
         will not  exceed  11 1/2% of  pre-tax,  pre-incentive  earnings  of the
         Company for the 1999 fiscal year.


4.       Bonuses are computed  under the plan criteria for  corporate  earnings,
         community  earnings  and cash  flow  approved  by the  Human  Resources
         Committee of the Board.  Bonus calculations are reviewed by the CEO and
         the Human  Resources  Department,  and presented to the Human Resources
         Committee of the Board for final approval.


5.       All terms and  conditions of the Plan and its very existence are at the
         sole  discretion  of the  Human  Resources  Committee  of the  Board of
         Directors.
<PAGE>
Eligibility
-----------

Key Management personnel:

         o        whose duties and  responsibilities  can materially  affect the
                  growth, development and profitability of the Company and,

         o        who are nominated by a subsidiary  or Company  officer and are
                  approved by the CEO, and

         o        who are assigned to an eligible position on or before July 1st
                  unless otherwise approved by the CEO.


Bonus Opportunity Levels
------------------------

Each  participant  will have a Target Bonus which will be the amount  earned for
meeting the Plan objectives.  The Target Bonus will be expressed as a percentage
of actual base salary earned  throughout  the 1998/1999  fiscal year and will be
established by the CEO and the Human Resources  Department  based on competitive
compensation data and internal equity.

Target Bonuses
--------------

Target  bonus  levels  will  range  from  10%  to  75% of  salary  based  on the
participant's  salary grade and  organizational  level and recommendation of the
CEO. No bonuses will be payable until the minimum acceptable  threshold earnings
target is achieved unless specifically approved by the Human Resources Committee
of the Board of  Directors.  A bonus of 100% of the target bonus will be payable
for achieving 100% of Plan  objectives.  A maximum bonus of 200% of Target Bonus
will be payable for attaining the maximum expected performance.

Bonus Objectives
----------------

Bonus  objectives  will be comprised of the financial  and cash flow  objectives
relating  to the  participant's  area  of  responsibility  for  participants  in
operating  entities and Corporate,  and on project  milestone  achievements  for
communities in start-up prior to initiation of sales and closings.

o        Depending  upon the business  unit of the company  involved,  financial
         objectives  for a  participant  may be based on Corporate net after-tax
         earnings,  budgeted Group or Project operating earnings before interest
         and cash discounts and/or operations cash flow. The minimum  acceptable
         threshold,   target  and  maximum  expected  earnings  levels  will  be
         determined by the CEO based on the degree of  difficulty  and the level
         of acceptability of the budget.
<PAGE>
o        Project  milestone  objectives are the most  significant  non-financial
         goals which the individual participant is expected to accomplish during
         the Plan year in conjunction with the project start-up schedule.
<TABLE>
                                                     Corporate                                            Start-up
                                                     After Tax           Operating        Cash            Project Milestone
                                                     Earnings            Earnings(1)      Flow            Objectives
                                                     --------            -----------      ----            ----------
<S>                                                   <C>                <C>             <C>                 <C>
I.   Target Bonus
     35% and above
     (Corporate officers,
     Coventry Division Managers
     Associate GMS & Fairmount
     Operations VP)

     A.  Headquarters                                     85%                  0             15%                 0

     B.  Operating Sun City Communities                   20%                60%             20%                 0
         Coventry/Coventry Tucson
         Coventry Las Vegas
         Bellasera
         Clover Springs
         Fairmount
         Spruce Creek

II.  Target Bonus below 35%

     A.  Headquarters                                     85%                  0             15%               0%

     B.  Operating Sun City Communities                   20%                60%             20%               0%
         Coventry
         Coventry Tucson/Las Vegas
         Bellasera
         Clover Springs
         Fairmount
         Coventry Verde Valley
         Spruce Creek
         Anthem Country Club Las Vegas

     C.  Anthem Phoenix                                   20%                  0                               80%
</TABLE>
(1)  Operating  earnings  are  the  pre-tax,  pre-interest,  pre-cash  discounts
     earnings achieved at the operation where the individual is assigned.
<PAGE>
Financial Objectives
--------------------

A minimum  bonus will be paid upon the  corporation  or operation  achieving the
threshold earnings forecast as shown on the income schedules included as part of
this  Management  Incentive  Plan.  For results  between a threshold and maximum
expected earnings, the bonus percent will increase incrementally to a maximum of
200% of target bonus based upon  operating  earnings and the  achievement of the
other formula  targets.  (See attached for net after-tax  earnings and operating
income schedules.)

Cash Flow Component
-------------------

As the  fiscal  year  unfolds,  cash flow will vary  from  budget  and  previous
indicated  actuals based upon sales and housing  deposits  collected,  closings,
land development and housing needs within each operation,  and decisions made on
the timing of phases and amenities of some projects. The ultimate recommendation
of cash flow component awards which will, of necessity,  be subjective,  will be
made by the  chief  executive  officer  with  input  from  the  corporate  chief
financial officer and corporate  controller.  The  recommendation  will be based
upon how well cash flow is being managed and reported acknowledging the business
decisions by Webb's executive management team affecting cash throughout the year
and cash flow estimates for subsequent  years. The cash flow element of the Plan
works  independently  of all  other  Plan  components,  including  the  earnings
component.  Plan  participants  can earn up to 200% of target based upon overall
cash management.

Project Milestone Performance Objectives
----------------------------------------

Non-financial performance objectives will be established at the beginning of the
fiscal year for each participant  whose primary  responsibility is in a start-up
community.  These  objectives,  which  will be  submitted  to the CEO for  final
approval,  will reflect the project milestones which must be successfully met in
order for the community to open for sales on time and on budget. Objectives must
be  specific,  realistic,  quantifiable  and  time-limited  before  they will be
approved and will be mutually agreed to by the participant and management.

In the event  circumstances or directions  change,  affecting any  participant's
pre-established   project  milestone  objectives,   the  senior  vice  president
overseeing the start-up project and the chief operating  officer are responsible
for revising them or establishing new objectives during the year.

The  achievement  of  performance  objectives  is measured by the  participant's
immediate superior based upon documented evaluation of results.  Accomplishments
will be evaluated using the following scale:
<TABLE>
<CAPTION>
                                                           Threshold          Target              Maximum
                                                           ---------          ------              -------
<S>                                 <C>                   <C>                <C>                 <C>
     Overall Rating                 Poor                   Good               Excellent           Superior

     Percent of Target              0 - 49                 50 - 75            76 - 125            126 - 200
</TABLE>
<PAGE>
Evaluation of results should take into account the difficulty the objective, the
timeliness  of  accomplishment,  the  effectiveness  of results  and the overall
impact on the individual's organizational unit. Achievement of overall Corporate
operating  earnings  is  paramount  in the bonus  computation  formula;  project
milestone  objectives  are  reviewed  and  evaluated  only if  minimum  earnings
objectives  have been met or if  specifically  approved  by the Human  Resources
Committee.


Rating Definitions
------------------

     Maximum               A  "superior"  rating is achieved if the  participant
     -------               accomplishes highly challenging  objectives resulting
                           in  significant   contribution   to  the  Company  or
                           business  unit.  This  rating  incorporates  superior
                           reaction  to  crisis  and  superior  exploitation  of
                           unanticipated opportunities.

     Target                An "excellent"  rating is achieved if the participant
     ------                accomplishes all objectives in a timely and effective
                           manner  and  overall  performance  for  the  year  is
                           considered    standard   or,   if   the   participant
                           accomplished  most of a  number  of  significant  and
                           highly challenging objectives and overall performance
                           is considered above standard.

     Threshold             A  "good"  rating  is  achieved  if  the  participant
     ---------             accomplished  most of the objectives in an acceptable
                           manner  or all of a group  of  objectives  that  were
                           minimally  challenging.  Overall  performance  of the
                           year is considered standard.
                                        5