DEL WEBB CORPORATION
                            MANAGEMENT INCENTIVE PLAN
                   FISCAL 2000 (JULY 1, 1999 - JUNE 30, 2000)

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 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% of pre-tax,  pre-incentive earnings of the Company for the 2000
     fiscal year.

4.   The CEO,  upon  approval  of the  Human  Resources  Committee,  may  adjust
     computed  payouts  upward or  downward  to reflect  unusual  situations  or
     events. In no case would exceptions or adjustments exceed 10% of Plan.

5.   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.

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.

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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 are approved
          by the CEO, and

     *    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 paid  throughout  the  1999/2000  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.

In view of the  challenging  financial and cash flow  objectives for fiscal year
2000, a one-time  provision is added to the FY00 plan.  At any  community  where
both  the  financial  AND cash  flow  targets  for the year are met ,  including
specifically  the cash flow targets for each of the first two quarters  (100% or
greater achievement on BOTH targets), all participants will have an automatic 5%
increase in their bonus targets for purposes of payout calculations.

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.

*    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.

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*    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.

REVENUE-GENERATING                    CORPORATE AFTER     OPERATING       CASH
COMMUNITIES & CRG PARTICIPANTS          TAX EARNINGS      EARNINGS(1)    FLOW(2)
------------------------------          ------------      -----------    -------
Corporate Officers                           75%             --            25%
Community/Operations Officers                20%             55%           25%
CRG Participants (non-Corp. officers)        75%             --            25%
Community Participants (non officers)        20%             55%           25%

                                      CORPORATE AFTER  PROJECT MILESTONE  CASH
START UP COMMUNITIES                    TAX EARNINGS      OBJECTIVES      FLOW
--------------------                    ------------      ----------      ----
General Managers and Officers                20%             55%           25%
Community Participants (non officers)        20%             55%           25%

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

2    Cash Flow is the achievement of quarterly objectives at the operation where
     the individual is assigned.

          CRG - defined as the Available Borrowing Capital each quarter,  actual
     vs. budget performance

          Communities  - defined  as the Cash Flow  dollar  amount to be used or
     generated, actual vs. budget performance.

     Performance  under  this  component  will  be  weighted  as  follows,   and
determined if the actual  performance  did or did not meet the quarter's  stated
goal:

         Achievement of 1st quarter goal:                   50%
         Achievement of 2nd quarter goal:                   25%
         Achievement of 1st half year goal:                 25%
         Achievement of 3rd quarter goal:                   25%
         Achievement of 4th quarter goal:                   25%
         Achievement of 2nd half year goal:                 25%
         Achievement of full-year goal:                     25%
                                                           ---
                         Maximum achievement:              200%

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.)

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CASH FLOW COMPONENT

Quarterly  goals will be  established  for each  location  and  results  will be
measured  against those goals.  The cumulative  achievement of the four quarters
will determine the final  achievement  percent for this component.  The ultimate
recommendation of cash flow component awards will be made by the Chief Executive
Officer with input from the  Corporate  Chief  Financial  Officer and  Corporate
Controller.  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:

                                    THRESHOLD    TARGET       MAXIMUM
                                    ---------    ------       -------
     Overall Rating       Poor      Good        Excellent    Superior

     Percent of Target    0 - 49    50 - 75     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  in   significant
                 contribution  to the  Company or  business  unit.  This  rating
                 incorporates   superior   reaction   to  crisis  and   superior
                 exploitation of unanticipated opportunities.

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     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.

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% of his/her direct reports,  a 25% reduction will
be made to the participant's  total calculated bonus. This 25% reduction will be
made notwithstanding achievement of any or all other financial measures.

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