SECOND AMENDMENT
                           TO THE DEL WEBB CORPORATION
                  SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN NO. 2

     The Del Webb Corporation  Supplemental Executive Retirement Plan No. 2 (the
"Plan"),  which was originally effective as of January 1, 1989, and was restated
effective as of April 20. 1993, is hereby further amended as follows:

     1. Section  4.2(b)  shall be amended by adding the  following to the end of
the paragraph

     Beginning  June  1,  1996,  the  incentive  compensation  included  in  the
computations of High Average  Compensation  shall in no event exceed one hundred
twenty-five percent (125%) of the Participant's target incentive compensation.

     2.  Section  4.5(a)  of the  Plan is  amended  in its  entirety  to read as
follows:

          (a) NORMAL FORM OF BENEFIT PAYMENTS.  Benefits payable under this Plan
     shall be paid as follows:

               (i) In the event  the  actuarial  equivalent  lump sum value of a
          Participant's  plan benefit is two hundred thousand dollars ($200,000)
          or less, that benefit shall be paid as a lump sum;

               (ii) In the event the  actuarial  equivalent  lump sum value of a
          Participant's  plan  benefit  exceeds  two  hundred  thousand  dollars
          ($200,000) that benefit shall be paid in one of the following forms as
          elected by the Participant in the Participation Agreement:

                    (a) one hundred  thousand  dollars  ($100,000) as a lump sum
               and the  balance  of the  benefit  in the  form  of an  actuarial
               equivalent   single-life   annuity   payable   monthly   for  the
               Participant's life. If a Participant dies prior to ten (10) years
               of  payments,  the  remaining  payments  shall  be  made  to  the
               Participant's Beneficiary pursuant to 3.2;

                    (b) an  actuarial  equivalent  single-life  annuity  payable
               monthly for the  Participant's  life. If a Participant dies prior
               to ten (10) years of payments,  the  remaining  payment  shall be
               made TO the Participant's Beneficiary pursuant to 3.2; or

                    (c)  notwithstanding  (a) and (b) above,  a Participant  may
               request the benefits payable under subparagraph (ii) be paid in a
               different form of payment (such as a joint and survivor annuity).
               The request  must be  submitted no later than the last day of the
               calendar year, two years prior to retirement or termination.  Any
               such  request  shall be  granted  or denied  based  solely on the
               Committee's  discretion.  If the Participant's request is granted
               and the  Participant  retires or  terminates  prior to the period
               described  above,  the form of payment  granted by the  Committee
               shall  be null and  void  and  payment  shall be made in the form
               elected by the Participant in the Participation Agreement.
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     3.  Section  4.6(a)(i)  of the Plan is amended in its  entirety  to read as
follows:

          (i) The  benefit  shall be based on the  lesser of years of service at
     Normal  Retirement  Date or twenty  (20) Years of  Service  notwithstanding
     actual Years of Service.

     4. Section 4.6(e) of the Plan,  which defines [he term "Change in Control,"
is hereby amended and restated in its entirety as follows:

          (e) CHANGE IN CONTROL.  "Change in Control" means and includes both an
     "Active Change in Control" and a "Potential Change in Control".

     An "Actual  Change in Control"  shall be deemed to have  occurred in any or
     all of the following instances:

               (i) Any "person" as such term is used in Sections 13(d) and 14(d)
          of the  Securities  Exchange  Act of 1934,  as  amended,  other than a
          trustee  or other  fiduciary  holding  securities  under  an  employee
          benefit plan of Employer or a corporation owned directly or indirectly
          by the stockholders of Employer in substantially  the same proportions
          as their ownership of stock of Employer, is or becomes the "beneficial
          owner"  (as  defined  in Rule  13d-3  under  said  Act),  directly  or
          indirectly,  of securities of Employer representing 20% or more of the
          total voting power  represented by Employer's then outstanding  Voting
          Securities (as defined below); or

               (ii) During any period of two consecutive years,  individuals who
          at the beginning of such period  constitute  the Board of Directors of
          Employer and any new director whose election by the Board of Directors
          or nomination for election by Employer'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

               (iii)  The   stockholders   of  Employer   approve  a  merger  or
          consolidation  of Employer  with any other  corporation,  other than a
          merger or consolidation which would result in the Voting Securities of
          Employer 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  Employer  or  such
          surviving  entity   outstanding   immediately  after  such  merger  or
          consolidation; or

                                        2
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               (iv) The  stockholders  of  Employer  approve a plan of  complete
          liquidation of Employer or an agreement for the sale or disposition by
          Employer of (in one  transaction or a series of  transactions)  all or
          substantially all Employer's assets.

     A "Potential Chancre in Control" shall be deemed to have occurred in any or
all of the following instances:

               (i) Employer enters into an agreement,  the consummation of which
          would result in the occurrence of an Actual Change in Control;

               (ii)  Any  person  (including  Employer)  publicly  announces  an
          intention to take or to consider  taking  actions which if consummated
          would constitute a Change in Control;

               (iii) Any person other than a trustee or other fiduciary  holding
          securities under an employee benefit plan of Employer or a corporation
          owned,  directly or  indirectly,  by the  stockholders  of Employer in
          substantially  the same  proportions  as their  ownership  of stock of
          Employer  who  is  or  becomes  the  beneficial  owner,   directly  or
          indirectly,  of securities of Employer representing 10% or more of the
          combined  voting  power  of the  Employer's  then  outstanding  Voting
          Securities,  increases  such  person's  beneficial  ownership  of such
          securities by five percentage points (5%)  or more over the percentage
          so owned by such person; or

               (iv) The Board of  Directors  adopts a  resolution  to the effect
          that, for purposes of this  Agreement,  a Potential  Change in Control
          has occurred.

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

     Except as otherwise  provided above. the provisions of the Plan, as amended
and restated as of April 20, 1993, shall continue in fall force and effect,

                                         DEL WEBB CORPORATION

                                         By: /s/ Robertson C. Jones
                                             -----------------------------------
                                             Its V.P.

                                         Dated: 6/26/96