Exhibit 10.5

July 23, 1998



Philip J. Dion
Chairman of the Board and Chief Executive Officer
Del Webb Corporation

         RE:      1998/99 Executive Management Incentive Plan Award Agreement

Dear Phil:

         Del  Webb   Corporation  (the  "Company")  has  adopted  the  Del  Webb
Corporation  1995 Executive  Management  Incentive Plan (the "Plan").  Under the
Plan, the Human Resources  Committee (the "Committee") of the Company's Board of
Directors is authorized to make awards of performance-based compensation to you.

         The Committee has decided to make an award to you pursuant to which you
may become entitled to receive  performance-based  compensation.  The payment of
the performance-based compensation is subject to the terms and provisions of the
Plan and this letter, which is the "Award Agreement".

         1.  Performance  Compensation:  The maximum amount of your  Performance
Compensation  will  depend  on the  level at which  the  Performance  Goals  are
satisfied.  For fiscal year 1999  ("Performance  Period"),  this amount will not
exceed the lesser of  2,000,000 or 2 1/2 % of pre-tax,  pre-incentive  earnings.
The Committee  will  evaluate  performance  under one or more of three  specific
performance elements:  after tax net earnings,  net margin, and return on equity
relative to return of the comparator peer group.  The  Performance  Compensation
and Performance Goals under which the 1998/99 Performance Award will be made are
set forth in Exhibit A.

         If the Performance  Goal or Goals are satisfied  during the Performance
Period, you will be entitled to receive the Performance Compensation provided by
this paragraph,  subject to the discretionary adjustment provisions of paragraph
2. If the Performance Goal evaluation is not satisfied at the minimum level, you
will not be entitled to receive any performance-based compensation.

         Your Performance  Compensation,  if any, will be paid to you as soon as
administratively  feasible  following the date the Committee  certifies that the
Performance Goals for the Performance Period have been satisfied.

         2. Target  Bonus:  Solely for purposes of limitation  under SERP,  your
bonus target is deemed to be 120% of base salary.
<PAGE>
Mr. Philip J. Dion
July 23, 1998
Page 2


         3. Discretionary Adjustments:  We have set the Performance Compensation
that could be  payable to you upon  attainment  of the  Performance  Goals at an
intentionally high level. We have followed this approach because under the terms
of the Plan the  Committee has the  discretion  to reduce or eliminate  (but not
increase) the amount of your Performance Compensation on the basis of subjective
factors the Committee determines to be appropriate.  The Committee reserves this
right.

         4.  Status  of Plan:  This  Award  Agreement  is made  pursuant  to the
provisions of the Plan. The Plan is  incorporated  herein and a copy is attached
as Exhibit B. In the event of any conflict  between the  provisions  of the Plan
and this Award Agreement, the provisions of the Plan control.

         5. Deferral of Payments: You may elect to defer all or a portion of the
Performance  Compensation payable to you pursuant to the terms and provisions of
the Del Webb Corporation  Deferred  Compensation Plan. Any such election must be
made on or before December 15, 1998.

         6.  Amendments:  This Award  Agreement may be amended only by a written
agreement  executed  by the Company  and you.  Any changes  required in order to
qualify the Performance  Compensation as performance-based  compensation for the
purposes of Section 162(m) of the Internal Revenue Code of 1986, however, may be
unilaterally adopted by the Company without your consent.

         Please  execute the  acknowledgment  in the enclosed extra copy of this
letter and return it in the enclosed self-addressed, stamped envelope.

                                         DEL WEBB CORPORATION


                                         By: _________________________________
                                         Chairman, Human Resources Committee


                                 ACKNOWLEDGMENT
                                 --------------

         I  acknowledge  receipt  of a copy of the  Del  Webb  Corporation  1995
Executive  Management Incentive Plan. I also acknowledge that no amounts will be
payable to me pursuant to the Plan or this Award  Agreement  if the  Performance
Goals referred to above are not attained within the Performance  Period.  I also
acknowledge  that  the  Committee  has  the  right  to  reduce  the  Performance
Compensation  in  the  exercise  of its  discretion.  I  accept  the  terms  and
provisions of this Award Agreement and the Plan.

DATED: ____________________, 1998           ____________________________________
                                                     Your signature