DEL WEBB CORPORATION

                            MANAGEMENT INCENTIVE PLAN

                   Fiscal 2001 (July 1, 2000 - June 30, 2001)

Plan Objectives

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

*    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 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 NIP will not
     exceed 11 1/2% of  pre-tax,  pre-incentive  earnings of the Company for the
     Fiscal Year 2001.

4.   A pool of 3/4 of 1% (0.75%) of net  income  will be set aside  which can be
     used,  if  deemed  appropriate  by the  CEO,  upon  approval  of the  Human
     Resources Committee, to recognize and reward individual contributions of an
     exceptional nature.

5.   Bonuses  are  computed  under the plan  criteria  for  corporate  earnings,
     community  earnings,  and improvement in return on invested  capital at the
     corporate and community level 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..

6.   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:

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

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

     *    who are assigned to as 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 four
meeting the Plan objectives.  The Target Bonus will be expressed as a percentage
of actual base salary (base salary,  vacation  utilized is current  year,  sick,
bereavement, jury duty, holidays, and retroactive pay increases) paid throughout
the Fiscal Year 2001 while a participant  in the plan 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 formula bonus of 200% of Target
Bonus will be payable for attaining the maximum expected performance.

Bonus Objectives

Bonus  objectives  will be comprised of the profit,  improved return on invested
capital  objectives  relating to the participant's  area of  responsibility  for
participants  in operating  entities  and  Corporate,  and on project  milestone
achieves for communities in start-up prior to initiation of sales and closings.

*    Depending  upon  the  business  unit  of the  company  involved,  financial
     objectives for a participant may be based on Corporate net income, Group or
     Project  operating  earnings  before  interest and cash  discounts,  and/or
     improvement in return on invested  capital at either the corporate or group
     or community level. 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

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<PAGE>
*    Project milestone  objectives are the most significant  non-financial goals
     which the  individual  participant  or overall  community  is  expected  to
     accomplish  during the Plan year in conjunction  with the project  start-up
     schedule.

<TABLE>
<CAPTION>
                                              Corporate Wide                                  Community
Revenue-Generating Committee         --------------------------------   -------------------------------------------
  & CRG participants                 Net Income   Improvement in ROIC   Operating Earnings(1)   Improvement in ROIC
                                     ----------   -------------------   ---------------------   -------------------
<S>                                  <C>          <C>                   <C>                     <C>
Executive Management Committee -
  CRG & Operations                      65%               35%                    --                     --
CRG Participants                        75%               25%                    --                     --
Community Participants                  20%               --                     55%                    25%

START UP COMMUNITIES                           Net Income                Project Milestone Objectives
                                               ----------                ----------------------------
  Community Participants                          10%                               90%

MORTGAGE OPERATIONS                    Operating Earnings       Capture Rate        Customer Satisfaction
                                       ------------------       ------------        ---------------------
  Fairmount Mortgage                           50%                   25%                     25%
</TABLE>

----------
(1)  Operating  earnings  are  the  pre-tax,  pre-interest,  pre-cash  discounts
     earnings achieved at the operation where the individual is assigned.

Income/Profit 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 applicable schedules).

Improvement 1n Return on Invested Capita Objective

A target  bonus will be paid upon the  corporation  or operation  achieving  the
budgeted  return as shown on the 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  achievement  of  improvement.  (See  attached  for  applicable
schedules). In computing ROIC for Management Incentive Plan purposes, management
and the Human  Resources  Committee of the Board reserve the right to adjust the
computation  of  this  measure  to  appropriately  reflect  unbudgeted  business
investment decisions made subsequent to the start of the fiscal year.

Capture Rate

The number of Fairmount  mortgages  written  compared  with the total  mortgages
written on homes sold within Del Webb locations.

Project Milestone a Performance Objectives

Non-financial performance objectives will be established at the beginning of the
fiscal year for tech 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

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<PAGE>
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:

                                        Threshold       Target        Maximum
Overall Rating               Poor          Good        Excellent      Superior
--------------               ----          ----        ---------      --------
Percent of Target           0 - 49        50- 7S        76 -125       126 - 200

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   is   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  manager  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 (degree)  good (degree)  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.

Performance Appraisals

In view of the importance of employees  receiving feedback from management,  all
Plan  participants  are expected to have  completed,  and on file with the human
resources  department,  annual  performance  appraisals  on all of their  direct
reports.  If, by the end of the fiscal year,  a  participant  has not  completed
performance appraisals on  100(degree)l(degree) of his/her direct reports, a 25%
reduction will. be made to the participant's  total calculated bonus. 'ibis 25%.
reduction will be made notwithstanding achievement of any or all other financial
measures.

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