AMENDMENT TO EMPLOYMENT AGREEMENT

     This Amendment (the  "Amendment") is entered into as of the 1st day of May,
1999, by DEL WEBB CORPORATION,  a Delaware corporation (the "Company"), and Anne
L. Mariucci.

     WHEREAS,  the Company  and the  Employee  have  entered  into that  certain
Employment Agreement (the "Agreement"), dated April 11, 1997; and

     WHEREAS,  the Company and the  Employee  desire to amend the  Agreement  in
certain respects;

     NOW THEREFORE, the Agreement is hereby amended as follows:

     7.   Section 9(e)(4) of the Agreement is hereby amended to read as follows:

          9(e)(4)  Two  additional  elements  of Good  Reason  shall be added as
          follows:

               (A)  Employee  is  assigned  to,  or  Company's  office  at which
          Employee is principally employed on the Relevant Date is relocated to,
          a  location  which  would  require a  round-trip  commute to work from
          Employee's  principal  residence on the Relevant Date of more than 100
          miles per day.

               (B)  Failure of Company to obtain an  agreement  satisfactory  to
          Employee from any successor to the business,  or substantially all the
          assets,  of Company to assume this Agreement or issue a  substantially
          similar agreement.

     8.   Section 9(g)(1) of the Agreement is hereby amended to read as follows:

          9(g)(1) Within five days following Employee's termination,  a lump sum
          severance  payment  will be made to Employee.  The lump sum  severance
          payment  shall be in an  amount  equal to:  (i) 2.5  times  Employee's
          yearly Base Salary as set forth in Section 3 or as it may be increased
          from time to time; plus (ii) 2.5 times the greatest of (a) the average
          annual incentive compensation paid to Employee pursuant to the MIP (or
          any  predecessor  or  successor  plan) with respect to the five fiscal
          years preceding the fiscal year in which the Change in Control occurs,
          or (b) an amount equal to 100% of the incentive  compensation  paid to
          Employee  pursuant to the MIP (or any  predecessor or successor  plan)
          during the 12 month period prior to the  Termination  Date,  or (c) an
          amount equal to the  Employee's  Base Salary as set forth in Section 3


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          or as such Base Salary may be increased from time to time,  multiplied
          by such Employee's  current target bonus percentage under the MIP then
          in effect;  minus  (iii) the total  amounts due to  Employee,  if any,
          pursuant to Sections B(b)(1) and (2).

     9.   Section 10 of the Agreement is hereby amended to read as follows:

          10.  EXERCISE AND INCOME TAX GROSS-UP

               The  Internal   Revenue   Code  of  1986  (the  "Code")   imposes
          significant  tax  burdens  on the  Employee  and  Company if the total
          amounts  received by the  Employee  due to a Change in Control  exceed
          prescribed  limits.  These tax burdens include a requirement  that the
          Employee pay a 20% excise tax on certain amounts received in excess of
          the  prescribed  limits and a loss of deduction for Company.  If, as a
          result of these Code provisions,  the Employee is required to pay such
          excise tax,  then upon  written  notice from the  Employee to Company,
          Company shall pay the Employee an amount equal to the total excise tax
          imposed on the Employee  (including the excise tax  reimbursements due
          pursuant  to this  sentence  and the excise  taxes on any  federal and
          state  tax  reimbursements  due  pursuant  to the next  sentence).  If
          Company is  obligated to pay the  Employee  pursuant to the  preceding
          sentence,  Company  also shall pay the Employee an amount equal to the
          "total presumed  federal and state taxes" that could be imposed on the
          Employee  with  respect to the excise  tax  reimbursements  due to the
          Employee pursuant to the preceding  sentence and the federal and state
          tax reimbursements due to the Employee pursuant to this sentence.  For
          purposes of the preceding  sentence,  the "total presumed  federal and
          state  taxes"  that  could  be  imposed  on  the  Employee   shall  be
          conclusively  calculated using a combined tax rate equal to the sum of
          (a) the highest individual income tax rate in effect under (1) Federal
          tax law and  (ii) the tax laws of the  state  in  which  the  Employee
          resides on the date that the payment under this Section 10 is computed
          and (b) the hospital insurance portion of FICA. No adjustments will be
          made in this  combined  rate for the  deduction  of state taxes on the
          federal return. the loss of itemized deductions or exemptions,  or for
          any other purpose.  The Employee  shall be responsible  for paying the
          actual taxes. The amounts payable to the Employee  pursuant to this or
          any other  agreement or arrangement  with Company shall not be limited
          in any way by the amount that may be paid pursuant to the Code without
          the  imposition  of an excise tax or the loss of  Company  deductions.
          Either the Employee or Company may elect to challenge any excise taxes
          imposed by the Internal  Revenue  Service and the Employee and Company
          agree to cooperate with each other in prosecuting such challenges.  If
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          the Employee elects to litigate or otherwise  challenge the imposition
          of such excise tax,  however,  Company  will join the Employee in such
          litigation or challenge only if Company's  General Counsel  determines
          in good faith that the Employee's  position has substantial  merit and
          that the issues should be litigated  from the  standpoint of Company's
          best interest.

     10.  Section 12(e) of the Agreement is hereby amended to read as follows:

          12(e) Expenses

          The costs and  expenses  of any  mediator  shall be borne by  Company.
          Should the Employee or Company, at any time, initiate  arbitration for
          breach of this Agreement, Company shall reimburse the Employee for all
          amounts spent by the Employee to pursue such  arbitration,  unless the
          arbitrator  finds the  Employee's  action to have been  frivolous  and
          without merit.

     11.  Section 18 of the Agreement is hereby amended to read as follows:

          GOVERNING LAW. This Agreement  shall be governed by and interpreted in
          accordance with the laws of the State of Delaware.

     12.  Except as amended  herein,  the  provisions  of the  Agreement,  shall
continue in full force and effect.

                                       DEL WEBB CORPORATION

                                       By: Robertson C. Jones
                                          ---------------------------
                                       Its: Senior Vice President
                                           --------------------------
                                                              Company

                                           Anne L. Mariucci
                                           --------------------------
                                                             Employee