DEL WEBB CORP, 10-K405, 1997-09-08

DEL WEBB CORP
10-K405, 1997-09-08
OPERATIVE BUILDERS

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934. For the fiscal year July 1, 1996 to June 30, 1997.

[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934. For the transition period from N/A to N/A .
----- -----
Commission File Number: 1-4785

DEL WEBB CORPORATION
(Exact name of registrant as specified in its charter)

Delaware 86-0077724
(State of Incorporation) (IRS Employer Identification Number)

6001 North 24th Street, Phoenix, Arizona 85016
(Address of principal executive offices) (Zip Code)

(602) 808-8000
(Registrant's phone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Name of each exchange on which
------------------- ------------------------------
registered
----------
New York Stock Exchange
Common Stock (par value $.001 per share) Pacific Stock Exchange
9 3/4% Senior Subordinated Debentures due 2003 New York Stock Exchange
9% Senior Subordinated Debentures due 2006 New York Stock Exchange
9 3/4% Senior Subordinated Debentures due 2008 New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:
NONE

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No .
--- ---

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ X ]

Registrant's Common Stock outstanding at July 31, 1997 was 17,577,461 shares. At
that date, the aggregate market value of Registrant's Common shares held by
non-affiliates, based upon the closing price of the Common Stock on the New York
Stock Exchange on that date, was approximately $327,400,000.

Documents Incorporated by Reference

Portions of Registrant's definitive Proxy Statement for the Annual Meeting of
Shareholders to be held on November 6, 1997 are incorporated herein as set forth
in Part III of this Annual Report.
<PAGE>
DEL WEBB CORPORATION
FORM 10-K ANNUAL REPORT
For the Fiscal Year Ended
June 30, 1997

TABLE OF CONTENTS

PART I

Item 1. PAGE
and
Item 2. Business and Properties

The Company......................................................... 1
Master-Planned Communities.......................................... 1
Future Communities.................................................. 2
Conventional Homebuilding........................................... 3
Product Design...................................................... 4
Construction........................................................ 4
Sales Activities.................................................... 4
Competition......................................................... 5
Certain Factors Affecting the Company's Operations.................. 5
Forward Looking Information; Certain Cautionary Statements.......... 7
Executive Officers of the Company................................... 8
Employees...........................................................10

Item 3. Legal Proceedings...................................................10

Item 4. Submission of Matters to a Vote of Security Holders.................10

PART II

Item 5. Market for the Registrant's Common Equity and
Related Stockholder Matters.......................................11

Item 6. Selected Consolidated Financial Data................................12

Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Certain Consolidated Financial and Operating Data...............14
Results of Operations...........................................16
Liquidity and Financial Condition of the Company................19
Impact of Inflation.............................................20
<PAGE>
TABLE OF CONTENTS (continued)

PART II (Continued)

PAGE

Item 8. Financial Statements and Supplementary Data.........................20

Item 9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure............................20

PART III

Item 10. Directors and Executive Officers of the Registrant..................21

Item 11. Executive Compensation..............................................21

Item 12. Security Ownership of Certain Beneficial Owners
and Management....................................................21

Item 13. Certain Relationships and Related Transactions......................21

PART IV

Item 14. Exhibits, Financial Statement Schedules and
Reports on Form 8-K...............................................22
<PAGE>
PART I

Items 1. and 2. Business and Properties

THE COMPANY

Del Webb Corporation develops residential communities ranging from
smaller-scale, non-amenitized communities within its conventional homebuilding
operations to large-scale, master-planned communities with extensive amenities.
The Company currently conducts its operations in the states of Arizona, Nevada,
California, Texas and South Carolina.

The Company's primary activities involve the development of large-scale,
master-planned communities with extensive amenities for active adults age 55 and
over. The Company is one of the nation's leading developers of such
age-qualified active adult communities. It has extensive experience in the
active adult community business, having built and sold more than 56,000 homes at
ten Sun City communities over the past 37 years. The Company designs, develops
and markets these communities, controlling all phases of the master plan
development process from land selection through the construction and sale of
homes. Within its communities, the Company is usually the exclusive developer of
homes.

The Company was incorporated in 1946 in Arizona and reincorporated in 1994 in
Delaware. The Company's principal executive offices are located at 6001 North
24th Street, Phoenix, Arizona 85016 and its telephone number is (602) 808-8000.
The Company conducts substantially all of its activities through subsidiaries
and, as used in this Annual Report, the term the "Company" includes Del Webb
Corporation and its subsidiaries unless the context indicates otherwise.

Statements in this Annual Report as to acreage, mileage, number of future homes,
square feet, employees and shareholders are approximations.

MASTER-PLANNED COMMUNITIES

At June 30, 1997 the Company had nine large-scale, master-planned communities at
which home closings were taking place. The Company also had one master-planned
community, Sun City Tucson, at which home closings were completed in the fiscal
year ended June 30, 1997. These communities are generally characterized by
extensive and distinguishing amenities which promote an active lifestyle
involving numerous clubs, classes and recreational, fitness and social
activities. These amenities have included, among others, golf courses, exercise
and fitness centers, swimming pools, social halls, arts and crafts studios,
tennis courts, walking trails and restaurants.

The following table shows certain information concerning the nine communities at
which the Company was delivering homes at June 30, 1997. The table includes
information with respect to land owned by the Company and which it has options
to acquire.
<TABLE>
<CAPTION>
Sun Cities Sun Cities Sun City Sun City Sun City Sun City
Phoenix Las Vegas Palm Desert Roseville Hilton Head Georgetown Terravita
------- --------- ----------- --------- ----------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
First home closing............. 1978 1989 1992 1995 1995 1996 1994
Total acres.................... 10,859 3,064 865 1,200 5,600 5,625 823
Homes at completion............ 26,150 10,146 2,409 3,109 8,500 10,500 1,380
Home closings through
June 30, 1997................ 16,291 7,195 1,384 1,674 676 851 1,260
Future homes to be closed...... 9,859 2,951 1,025 1,435 7,824 9,649 120
Future homes to be offered..... 9,167 2,418 899 1,155 7,665 9,447 -
Base price range of homes at
June 30, 1997 (in thousands). $90 - 250 $100 - 290 $120 - 300 $120 - 290 $100 - 270 $110 - 240 $170 - 400
</TABLE>
1
<PAGE>
The Sun Cities Phoenix include Sun City West and Sun City Grand. These
communities are located 25 miles northwest of downtown Phoenix, Arizona. The
build-out of Sun City West is being coordinated with the development of Sun City
Grand, where home closings began in February 1997.

The Sun Cities Las Vegas include Sun City Summerlin and Sun City MacDonald
Ranch. Sun City Summerlin is located eight miles northwest of downtown Las
Vegas, Nevada. Sun City MacDonald Ranch is located in Henderson, Nevada, near
Las Vegas.

Sun City Palm Desert is located in the Coachella Valley 20 miles east of Palm
Springs, California, and 130 miles east of downtown Los Angeles. Information in
the above table is for phase one of that community. The Company also owns 700
adjacent acres for a second phase of development at Sun City Palm Desert. If
developed, this second phase is currently planned for 2,300 homes. Development
of future phases at any of the Company's communities will depend on the state of
the economy and prospects for the communities at the time the current phases
near completion.

Sun City Roseville is located 20 miles northeast of downtown Sacramento,
California.

Sun City Hilton Head is located inland 13 miles from Hilton Head Island, South
Carolina. This community encompasses 5,600 acres, 2,569 of which are owned by
the Company and the balance of which it has options to purchase.

Sun City Georgetown is located 30 miles north of downtown Austin, Texas. This
community encompasses 5,625 acres, 4,883 of which are owned by the Company and
the balance of which it has options to purchase.

Terravita is a master-planned residential country-club community located in
Scottsdale, Arizona, that is not age- qualified. All remaining homes at
Terravita are subject to home sale contracts, with a backlog of 120 homes
remaining to be closed as of June 30, 1997.

FUTURE COMMUNITIES

The Company believes that the demographic attributes of its active adult market
segment of people age 55 and over present significant opportunities for future
active adult communities. The Company's plan is to capitalize on those
opportunities and its experience, expertise and reputation by developing active
adult communities in strategically selected locations. The current business
strategy of the Company includes conducting extensive market research on
prospective areas, including consumer surveys and supply and demand analyses, in
connection with its evaluation of sites for future active adult communities. To
the extent the Company has had a successful community in an area, the Company
generally strives to maintain a market presence in that area through development
of a successor community as build-out of the former community approaches.

At any given time, the Company may have a number of land acquisitions for
potential communities under study and in various stages of investigation or
negotiation. The Company is currently investigating the acquisition of land for
communities to be located both in areas of the country where the Company has
active adult communities (such as the Prescott, Arizona area) and in other areas
(such as the Williamsburg, Virginia area), including full four-season areas
(i.e., areas which experience cold winters) where it does not have experience in
developing communities.

The Company's potential future communities are subject to extensive federal,
state and local regulations regarding development and the environment, the broad
discretion that governmental agencies have in administering those regulations,
"no growth" or "slow growth" political views and concerns of environmental
groups, all of which can prevent, delay, make uneconomic or significantly
increase the cost of such communities.

In connection with the development of the Company's potential future
communities, numerous governmental approvals and permits are required throughout
the development process, and no assurance can be given as to the receipt (or
timing of receipt) of these approvals or permits. In addition, third parties can
file lawsuits challenging approvals or permits received, which could cause
substantial uncertainties and material delays for the community and, if
successful, could result in approvals or permits being voided.
2
<PAGE>
In making significant land acquisitions, the Company generally endeavors to
acquire options on the land to mitigate risks and reduce holding costs during
the detailed feasibility and entitlement process. However, under certain
circumstances, the Company may acquire such property at an earlier stage in the
development process.

At June 30, 1997 the Company had three lower-amenitized future communities in
various stages of development. These communities range in size from 360 to 1,000
planned units on 175 to 300 acres (some of which the Company owns and some of
which the Company has options to acquire). Two of these communities are
age-qualified and one is not. These smaller-scale communities are generally
planned to include fitness centers, clubhouses, swimming pools, tennis courts
and walking trails, but not golf courses. Sales activity is expected to begin at
all three of these communities in the fiscal year ending June 30, 1998.

Set forth below is selected information concerning several large-scale
communities which the Company is planning to develop. None of these potential
communities is currently anticipated to have home closings in the fiscal year
ending June 30, 1998.

Chicago Area
------------

The Company is planning a 5,000-unit active adult community on 1,800 acres which
it has options to purchase in the Chicago area town of Huntley, Illinois. The
major amenities at this large-scale active adult community will be comparable to
those at the Company's existing large-scale communities and will be designed for
summer and winter health, fitness and social activities.

Las Vegas Area
--------------

The Company is planning a 4,700-acre master-planned community in the southern
Las Vegas valley. This community is planned to consist of three components: a
3,400-acre large-scale active adult community to be the successor community to
Sun City Summerlin; a 950-acre gate-guarded, amenity-rich country club community
that will not be age-qualified; and a 350-acre conventional residential
development planned to contain multiple communities and homes offered in a wide
range of prices. The Company is currently working with the United States Bureau
of Land Management ("BLM") to obtain the land for this community in trades for
environmentally-sensitive lands obtained or to be obtained by the Company for
purposes of the trades. The first phase of this land (920 acres) was acquired
from the BLM in July 1997.

Sun City Lincoln Hills
----------------------

Sun City Lincoln Hills is planned as the successor large-scale active adult
community to Sun City Roseville, which is nearby. Sun City Lincoln Hills is
planned for 4,800 homes on 2,361 acres, 400 of which are owned by the Company
and the balance of which the Company has options to purchase. Sun City Lincoln
Hills is planned to have amenities comparable to those at the Company's existing
large-scale communities.

Villages at Desert Hills
------------------------

Since 1992 the Company has owned 5,600 acres of land north of Phoenix as the
site for a possible master-planned community currently known as the Villages at
Desert Hills. This community is currently planned for 14,500 homes. The Villages
at Desert Hills is planned to include conventional and master-planned
communities.

CONVENTIONAL HOMEBUILDING

The Company began its conventional homebuilding operations in the Phoenix area
in 1991 and expanded these operations to Tucson in 1994, Las Vegas and southern
California in 1995 and north-central Arizona in 1996. At June 30, 1997 the
Company had a backlog of home sales orders at 25 communities -- 14 in the
Phoenix area, 4 in the Tucson area, 4 in the Las Vegas area, 2 in southern
California and 1 in north-central Arizona. The Company has no current plans to
continue its conventional homebuilding operations in southern California after
completion of its existing communities.
3
<PAGE>
In order to capitalize on its market knowledge and organizational structure, the
Company's conventional homebuilding activities are primarily conducted in
metropolitan or market areas in which the Company is developing an active adult
community. The Company's conventional homebuilding operations offer homes in a
broad range of prices ($70,000 to $420,000 at June 30, 1997). For the year ended
June 30, 1997, conventional homebuilding operations generated 20.8 percent of
the Company's homebuilding revenues. The Company currently expects that active
adult community development will continue to be its primary business activity.

PRODUCT DESIGN

The Company designs homes to suit its market and endeavors to conform to the
popular home design characteristics in the particular geographic market
involved. Home designs are periodically reviewed and refined or changed to
reflect changing home buyer tastes in each market. Homes at the Company's
communities generally range in size from 1,000 square feet to 3,700 square feet.
The Company offers a program of interior and exterior upgrades, including
different styles of cabinetry and floor coverings and, at its communities, a
program for architectural changes to allow home buyers to further modify their
homes.

CONSTRUCTION

The Company generally functions as its own general contractor. At all stages of
production, the Company's management personnel and on-site superintendents
coordinate the activities of contractors, consultants and suppliers and subject
their work to quality and cost controls. Consulting firms assist in project
planning and independent contractors are employed to perform almost all of the
site development and construction work. Within its communities the Company is
usually the exclusive developer of homes and does not sell vacant lots to others
for residential construction purposes. The time required for construction of the
Company's homes depends on the weather, time of year, local labor situations,
availability of materials and supplies and other factors. The Company strives to
coordinate the construction of homes with home sales orders to control the costs
and risks associated with completed but unsold inventory. An inventory of unsold
homes is maintained for immediate sale to customers.

SALES ACTIVITIES

At each of its large-scale communities the Company establishes a large and
well-appointed sales pavilion and an extensive complex of furnished model homes.
These models include a wide variety of single family homes, each of which is
generally available in several exterior styles.

The Company's homes are sold by its commissioned sales personnel, who are
available to provide prospective home buyers with floor plans, price
information, option selections and tours of models and lots. All communities
have co-brokerage programs with independent real estate brokers. Homes are sold
through sales contracts, some of which allow customers to purchase homes for
delivery up to one year or more in the future. The sales contracts generally
require an initial deposit and an additional deposit prior to commencement of
construction. The Company provides to all home buyers standardized warranties
subject to specified limitations.

While more than one factor may contribute to a given home sale, the Company's
experience indicates that a substantial portion of the home sales at its
communities are attributable to follow-ups on referrals from residents of its
communities and to the Company's "Vacation Getaway" program. This program
enables prospective purchasers to visit an active adult community and stay (for
a modest charge) in vacation homes for from a few days to one week to experience
the Sun City lifestyle prior to deciding whether to purchase a home.

The Company's information is that most home buyers at its active adult
communities generally visit the community in which they purchase on more than
one occasion before buying. This may affect the success or initial success of
the sales effort at those communities at which a higher proportion of the
potential customers do not live within a several-hour driving distance from the
community.

The Company also markets its communities through billboards, television and
radio commercials, local and national print advertising, direct mailings and
telemarketing.
4
<PAGE>
The Company offers mortgage financing for the purchasers of homes at its
communities. The Company sells the mortgages it generates to third parties.

COMPETITION

All of the Company's real estate operations are subject to substantial
competition. The Company competes with numerous national, regional and local
homebuilders and developers, some of which have greater financial resources than
the Company.

The Company believes that it maintains a leading position within the active
adult community market in each of the metropolitan areas in which it has a
community currently generating revenues. The Company believes the major
competitive factors in active adult community home purchases include location,
lifestyle, price, value, recreational facilities and other amenities, and
builder/developer reputation. The Company believes its reputation, established
by building and selling more than 56,000 homes over 37 years and providing an
attractive lifestyle for adults age 55 and over, enhances the Company's active
adult community marketing position.

For the Company's active adult communities, there are varying degrees of direct
and increasing competition from businesses engaged exclusively or primarily in
the sale of homes to buyers age 55 and older and from non-age-qualified,
master-planned communities in these areas. The Company competes with new home
sales and resales at these other communities, as well as with resales of homes
in its own communities. The Company believes there may be significant additional
future competition in active adult community development, including competition
from national homebuilders and conventional community developers.

In each of the areas in which the Company has conventional homebuilding
operations, the Company is subject to a high degree of competition from new home
developers, home resales, rental housing and condominium development. The
Company believes that the major competitive factors in this part of its business
include location, home quality, price, design and mortgage financing terms.

CERTAIN FACTORS AFFECTING THE COMPANY'S OPERATIONS

Set forth below is a brief description of certain matters that may affect the
Company.

FUTURE AND NEWER COMMUNITIES. The Company's communities are built out over time.
The medium- and long-term future of the Company will be dependent on the
Company's ability to develop and market future communities successfully.
Acquiring land and committing the financial and managerial resources to develop
a large-scale community involves significant risks. Before these communities
generate any revenues, they require material expenditures for, among other
things, acquiring land, obtaining development approvals and constructing project
infrastructure (such as roads and utilities), recreation centers, model homes
and sales facilities. It generally takes several years for such communities to
achieve positive cash flow.
5
<PAGE>
The Company will incur additional risks, to the extent it develops a different
size or style of community or develops communities in climates or geographic
areas in which it does not have experience. These risks include acquiring the
necessary construction materials and labor in sufficient amounts and on
acceptable terms and adapting the Company's construction methods to different
geographies and climates. Among other things, the Company believes that a
significant portion of the home sales at its active adult communities is
attributable to referrals from, or sales to, residents of those communities. The
extent of such referrals or sales at new communities developed in other areas of
the country may be less than the Company has enjoyed at the active adult
communities where it currently sells homes, and there will be challenges
attracting potential customers from areas and to a market in which the Company
has not had significant experience.

GOVERNMENTAL REGULATION AND ENVIRONMENTAL CONSIDERATIONS. The Company's business
is subject to extensive federal, state and local regulations regarding
development and the environment, the broad discretion that governmental agencies
have in administering those regulations and "no growth" or "slow growth"
political views and concerns of environmental groups, all of which can prevent,
delay, make uneconomic or significantly increase the cost of its developments.

In connection with the development of the Company's new and existing communities
and other real estate projects, numerous governmental approvals and permits are
required throughout the development process, and no assurance can be given as to
the receipt (or timing of receipt) of these approvals or permits. In addition,
third parties can file lawsuits challenging approvals or permits received, which
could cause substantial uncertainties and material delays for the project and,
if successful, could result in approvals or permits being voided.

GEOGRAPHIC CONCENTRATION. The Company's primary business operations are
particularly concentrated in the Phoenix and Las Vegas metropolitan areas. Its
entire operations are comprised of a limited number of communities in five
states. The Company's geographic concentration and limited number of projects
may create increased vulnerability to regional economic downturns or other
adverse project-specific matters.

A significant number of purchasers at the Company's active adult communities in
Arizona, Nevada and southern California are from southern California. Those
communities may be affected by conditions in the southern California real estate
market and the southern California economy generally.

CYCLICAL NATURE OF REAL ESTATE OPERATIONS AND OTHER CONDITIONS GENERALLY. The
Company's communities are subject to real estate market conditions (both where
its communities and conventional homebuilding operations are located and in
areas where its potential customers reside), the cyclical nature of real estate
operations, general national economic conditions and changing demographic
conditions.

The Company's communities are long-term projects. Sales activity at the
Company's communities varies from period to period, and the ultimate success of
any community cannot necessarily be judged by results in any particular period
or periods. A community may generate significantly higher sales levels at
inception (whether because of local pent-up demand in the area or other reasons)
than it does during later periods over the life of the community. Revenues and
earnings of the Company will also be affected by period-to-period fluctuations
in the mix of product and home closings among the Company's communities and
conventional homebuilding operations and by sales of commercial land and
facilities at the Company's communities.

The Company's real estate operations also depend upon the availability and cost
of mortgage financing. An increase in interest rates, which may result from
governmental policies and other factors outside the control of the Company, may
adversely affect the buying decisions of potential home buyers and their ability
to sell their existing homes.

CONSTRUCTION LABOR AND MATERIALS COSTS. The Company has from time to time
experienced shortages of materials or qualified tradespeople or volatile
increases in the cost of certain materials (particularly increases in the price
of lumber and framing, which are significant components of home construction
costs), resulting in longer than normal construction periods and increased costs
not reflected in the prices of homes for which home sale contracts had been
entered into up to one year in advance of scheduled closing. Generally, the
Company's home sale contracts do not contain, or contain limited, provisions for
price increases if the Company's costs of construction increase. The Company
relies heavily on local contractors, who may be inadequately capitalized or
understaffed. The inability or failure of one or more local contractors to
perform may result in construction delays, increased costs and loss of some home
sale contracts.
6
<PAGE>
FINANCING AND LEVERAGE. Real estate development is dependent on the availability
and cost of financing. In periods of significant growth, the Company will
require significant additional capital resources, whether from issuances of
equity or by incurring additional indebtedness. The Company's principal credit
facility restricts and the indentures for its publicly-held debt contain
provisions that may restrict indebtedness of the Company. The availability of
debt financing is also dependent on governmental policies and other factors
outside the control of the Company. No assurance can be given as to the
availability or cost of any future financing. If the Company cannot obtain
sufficient capital to fund its development and expansion expenditures, its
projects may be significantly delayed, resulting in cost increases and adverse
effects on the Company's results of operations. The Company's degree of leverage
from time to time will affect its interest incurred and may limit funds
available for operations, which could limit its ability to withstand adverse
changes or capitalize on business opportunities.

NATURAL RISKS. Some of the Company's communities are subject to natural risks
including earthquakes, floods, tornados, hurricanes and significant rainfall.
Such natural risks could have a material adverse impact on the development of
and results of operations for the community affected.

Additional information on factors which could affect the Company's financial
results may be included in subsequent reports filed by the Company with the
Securities and Exchange Commission.

FORWARD LOOKING INFORMATION; CERTAIN CAUTIONARY STATEMENTS

Certain statements contained in this Annual Report that are not historical
results are forward looking statements. These forward looking statements,
involve risks and uncertainties including but not limited to those referred to
above. Actual results may differ materially from those projected or implied.
Further, certain forward looking statements are based upon assumptions of future
events, which may not prove to be accurate.
7
<PAGE>
EXECUTIVE OFFICERS OF THE COMPANY

Set forth below are the names and ages of all executive officers of the Company
and the offices held with the Company at July 31, 1997.
<TABLE>
<CAPTION>
Years
Years as an Employed
Executive by the
Name Age Position Officer Company
- ---------------------- --------- ----------------------------------------- ---------------- ------------
<S> <C> <C> <C> <C>
P. J. Dion 52 Chairman of the Board and 15 15
Chief Executive Officer

J. F. Contadino 55 Executive Vice President 5 6

L. C. Hanneman, Jr. 50 Executive Vice President 8 25

J. H. Gleason 55 Senior Vice President, Project Planning 7 9
and Development

A. L. Mariucci 40 Senior Vice President and 11 13
General Manager - Terravita and
Villages at Desert Hills

F. D. Pankratz 47 Senior Vice President and 9 10
General Manager - Sun City
Summerlin and Sun City
MacDonald Ranch

C. T. Roach 50 Senior Vice President and 8 18
General Manager - Sun City West
and Sun City Grand

J. A. Spencer 48 Senior Vice President and 12 18
Chief Financial Officer

L. W. Beckner 50 Vice President, Information Services 1 1

R. C. Jones 52 Vice President and General Counsel 5 5

D. V. Mickus 51 Vice President, Treasurer and Secretary 11 14

J. M. Murray 43 Vice President and General Manager - 1 8
Sun City Roseville

D. E. Rau 40 Vice President and Controller 11 12

D. G. Schreiner 44 Vice President, Marketing 4 6

M. L. Schuttenberg 54 Vice President, Human Resources 4 11

R. L. Vandermeer 46 Vice President and General Manager - Less than 8
Sun City Hilton Head one year

R. R. Wagoner 56 Vice President, Land Development 3 5
- ---------------------- --------- ----------------------------------------- ---------------- ------------
</TABLE>

Mr. Dion has served as Chairman of the Board and Chief Executive Officer since
November 1987.

Mr. Contadino has served as Executive Vice President, overseeing conventional
homebuilding and non-active adult community operations, since May 1996. Prior to
that time he served as Senior Vice President from January 1994 to May 1996 and
as Vice President from November 1991 to January 1994.
8
<PAGE>
EXECUTIVE OFFICERS OF THE COMPANY (Continued)

Mr. Hanneman has served as Executive Vice President, overseeing active adult
community operations, since May 1996. Prior to that time he served as Senior
Vice President from January 1994 to May 1996 and as Vice President from January
1989 to January 1994. From August 1987 to May 1996 he served as General Manager
of Sun City Summerlin and, subsequently, Sun City MacDonald Ranch.

Mr. Gleason has served as Senior Vice President, Project Planning and
Development, since January 1994. Prior to that time he served as Vice President,
Project Planning and Development, from June 1993 to January 1994. He became a
Vice President in January 1990.

Ms. Mariucci has served as Senior Vice President since May 1996. Prior to that
time she served as a Vice President from June 1986 (when she began serving as
Vice President, Corporate Planning and Development) to May 1996. She has served
as General Manager of Terravita since December 1992 and General Manager of the
Villages at Desert Hills since July 1996.

Mr. Pankratz has served as General Manager of Sun City Summerlin and Sun City
MacDonald Ranch since May 1996. Prior to that time he served as General Manager
of Sun City Palm Desert from February 1990 to May 1996. Since September 1988 he
has served as Senior Vice President.

Mr. Roach has served as Senior Vice President since January 1994. Prior to that
time he served as Vice President from January 1989 to January 1994. Since August
1987 he has served as General Manager of Sun City West and, subsequently, Sun
City Grand.

Mr. Spencer has served as Chief Financial Officer since April 1993. Since
February 1991 he has served as Senior Vice President.

Mr. Beckner has served as Vice President, Information Services, since November
1995. Prior to that time he was employed by AlliedSignal Corporation in Tempe,
Arizona, where he held the position of Director, Strategic Alliances.

Mr. Jones has served as Vice President and General Counsel since January 1992.

Mr. Mickus has served as Vice President and Treasurer since November 1985 and as
Secretary commencing in June 1991.

Mr. Murray has served as Vice President since September 1995. Since December
1992 he has served as General Manager of Sun City Roseville. Prior to that time
he served in a financial management capacity for a subsidiary of the Company
from July 1989 to December 1992.

Mr. Rau has served as Vice President and Controller since February 1991.

Mr. Schreiner has served as Vice President, Marketing, since December 1992.
Prior to that time he served as Senior Vice President, Marketing and Operations,
of Coventry Homes from October 1992 to December 1992 and Vice President,
Marketing and Operations, of Coventry Homes from January 1991 to October 1992.

Ms. Schuttenberg has served as Vice President, Human Resources, since April
1993. Prior to that time she served as Director of Human Resources from March
1992 to April 1993.

Mr. Vandermeer has served as Vice President since November 1996, when he began
serving as General Manager of Sun City Hilton Head. Prior to that time he served
as General Manager of Sun City Georgetown from October 1994 to November 1996 and
in a sales management capacity at Sun City West from January 1991 to October
1994.

Mr. Wagoner has served as Vice President, Land Development, since January 1994.
Prior to that time he served as Director of Land Development from January 1992
to January 1994. Prior to 1992 Mr. Wagoner was a principal and stockholder for
32 years at Collar, Williams and White Engineering in Phoenix, where he held
various positions including President.
9
<PAGE>
EMPLOYEES

At June 30, 1997 the Company had 2,500 employees. The Company currently has no
unionized employees. The Company believes that its employee relations are
generally satisfactory.

Item 3. Legal Proceedings

The Company is a party to various legal proceedings arising in the ordinary
course of business. While it is not feasible to predict the ultimate disposition
of these matters, it is the opinion of management that their outcome will not
have a material adverse effect on the financial condition of the Company.

Item 4. Submission of Matters to a Vote of Security Holders

None.
10
<PAGE>
PART II

Item 5. Market for the Registrant's Common Equity and Related Stockholder
Matters

The Company's common stock is listed on the New York Stock Exchange and Pacific
Stock Exchange under the trading symbol (WBB). The following table sets forth
the high and low sales prices of the Company's common stock on the New York
Stock Exchange for the two fiscal years ended June 30, 1997.
<TABLE>
<CAPTION>
Sales Price
- ---------------------------------------------------------------------------------------------------------
Fiscal Year 1997 Fiscal Year 1996
- ---------------------------------------------------------------------------------------------------------
Quarter Ended High Low High Low
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
September 30 19 3/4 16 1/4 25 17 3/4
December 31 17 3/4 15 1/4 21 1/2 17 3/8
March 31 17 7/8 15 1/4 20 3/4 16 1/4
June 30 17 14 3/4 20 16 3/8
- ---------------------------------------------------------------------------------------------------------
</TABLE>

As of July 31, 1997 the number of shareholders of record of common stock of the
Company was 3,100.

The Company has paid regular quarterly dividends of $.05 per share for each
quarter in the last five fiscal years. The amount and timing of any future
dividends is subject to the discretion of the Board of Directors. Among the
factors which the Board of Directors may consider in determining the amount and
timing of dividends are the earnings, cash needs and capital resources of the
Company. In addition, the Company is party to a loan agreement and various
indentures that contain covenants restricting the Company's ability to pay
dividends and acquire its common stock. Under the most restrictive of these
covenants, at June 30, 1997 $15.2 million of the Company's retained earnings
were available for payment of cash dividends and for the acquisition by the
Company of its common stock. During fiscal 1997 the Company acquired 137,258
shares of its common stock at a total cost of $2.1 million.

In August 1995 the Company publicly sold 2,474,900 shares of its common stock at
a price to the public of $19.50 per share.
11
<PAGE>
Item 6. Selected Consolidated Financial Data
(Not covered by report of independent auditors)

The following tables set forth selected consolidated financial data of the
Company as of and for each of the five fiscal years ended June 30, 1997. They
should be read in conjunction with the Consolidated Financial Statements and
Notes thereto and "Management's Discussion and Analysis of Financial Condition
and Results of Operations."
<TABLE>
<CAPTION>
Dollars In Thousands Except Per Share Data
Year Ended June 30,
- ----------------------------------------------------------------------------------------------------------
1997 1996 1995 1994 1993
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Statement of operations information:
Revenues:
Home sales - communities $ 906,523 $ 794,671 $ 620,012 $ 405,462 $ 324,817
Home sales - conventional homebuilding 237,566 217,158 144,469 79,992 44,456
Land and facility sales and other 42,173 38,904 38,638 24,607 21,313
- ---------------------------------------------------------------------------------------------------------
Total revenues $ 1,186,262 $ 1,050,733 $ 803,119 $ 510,061 $ 390,586
=========================================================================================================
Earnings (loss):
Continuing operations (1) $ 39,686 $ (7,751) $ 28,491 $ 17,021 $ 16,863
Total (2) $ 38,401 $ (7,751) $ 28,491 $ 17,021 $ 24,511
=========================================================================================================
Net earnings (loss) per share:
Continuing operations (1) $ 2.22 $ (.44) $ 1.87 $ 1.13 $ 1.05
Total (2) 2.15 (.44) 1.87 1.13 1.53
=========================================================================================================
Cash dividends per share $ .20 $ .20 $ .20 $ .20 $ .20
=========================================================================================================
</TABLE>

(1) In fiscal 1996, in connection with the adoption of Statement of Financial
Accounting Standards ("SFAS") No. 121, the Company incurred a non-cash
loss from impairment of southern California real estate inventories in the
amount of $65.0 million pre-tax ($42.3 million after tax) related to the
valuation of its Sun City Palm Desert active adult community. Exclusive of
the non-cash loss, the Company's net earnings for fiscal 1996 were $34.5
million, or $1.96 per share.

(2) Total earnings for fiscal 1997 include a $1.3 million extraordinary loss
from the early extinguishment of debt. Total earnings for fiscal 1993
include a $12.8 million loss from discontinued operations (primarily
additional loss provisions related to the Company's discontinued land
development projects), a $0.5 million extraordinary gain from the
extinguishment of debt on a discounted basis and a $20.0 million increase
in net earnings as a result of a cumulative effect of an accounting change
from the adoption of SFAS No. 109.
12
<PAGE>
Item 6. Selected Consolidated Financial Data (Continued)
(Not covered by report of independent auditors)
<TABLE>
<CAPTION>
Dollars In Thousands
Year Ended June 30,
- ---------------------------------------------------------------------------------------------------------
1997 1996 1995 1994 1993
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Balance sheet information at year-end:
Total assets $ 1,086,662 $ 1,024,795 $ 925,050 $ 758,424 $ 555,586

Notes payable and senior debt 222,881 320,063 284,585 189,657 133,175
Subordinated debt 340,187 194,614 206,673 206,019 108,688
----------- ----------- ---------- ---------- ----------
Total notes payable, senior and
subordinated debt 563,068 514,677 491,258 395,676 241,863

Shareholders' equity $ 299,830 $ 264,776 $ 229,342 $ 201,324 $ 199,446

Total notes payable, senior and
subordinated debt divided by total
notes payable, senior and subordinated
debt and shareholders' equity 65.3% 66.0% 68.2% 66.3% 54.8%
=========================================================================================================
</TABLE>
13
<PAGE>
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations

The following discussion of results of operations and financial condition should
be read in conjunction with the Selected Consolidated Financial Data and the
Consolidated Financial Statements and Notes thereto.

CERTAIN CONSOLIDATED FINANCIAL AND OPERATING DATA
- -------------------------------------------------

Set forth below is certain consolidated financial and operating data of the
Company as of and for each of the three fiscal years ended June 30, 1997.
<TABLE>
<CAPTION>
Year Ended Change Change
June 30, 1997 vs 1996 1996 vs 1995
- ------------------------------------------------------------- ------------------- --------------------
1997 1996 1995 Amount Percent Amount Percent
- ------------------------------------------------------------- ------------------- --------------------
<S> <C> <C> <C> <C> <C> <C> <C>
OPERATING DATA:
Number of net new orders(1):
Sun Cities Phoenix(2) 1,271 963 946 308 32.0% 17 1.8%
Sun City Tucson 58 160 310 (102) (63.8%) (150) (48.4%)
Sun Cities Las Vegas(3) 1,091 1,241 770 (150) (12.1%) 471 61.2%
Sun City Palm Desert 262 216 267 46 21.3% (51) (19.1%)
Sun City Roseville 553 537 515 16 3.0% 22 4.3%
Sun City Hilton Head(4) 337 349 149 (12) (3.4%) 200 134.2%
Sun City Georgetown(4) 440 491 122 (51) (10.4%) 369 302.5%
Terravita 226 431 392 (205) (47.6%) 39 9.9%
Coventry Homes 1,359 1,462 1,063 (103) (7.0%) 399 37.5%
- ------------------------------------------------------------- ------------------- --------------------
Total 5,597 5,850 4,534 (253) (4.3%) 1,316 29.0%
============================================================= =================== ====================
Number of home closings:
Sun Cities Phoenix(2) 1,132 912 1,104 220 24.1% (192) (17.4%)
Sun City Tucson 103 264 444 (161) (61.0%) (180) (40.5%)
Sun Cities Las Vegas(3) 1,200 1,001 847 199 19.9% 154 18.2%
Sun City Palm Desert 248 251 282 (3) (1.2%) (31) (11.0%)
Sun City Roseville(4) 650 731 293 (81) (11.1%) 438 149.5%
Sun City Hilton Head(4) 371 305 N/A 66 21.6% 305 N/A
Sun City Georgetown(4) 616 235 N/A 381 162.1% 235 N/A
Terravita 410 425 425 (15) (3.5%) - -
Coventry Homes 1,476 1,407 921 69 4.9% 486 52.8%
- ------------------------------------------------------------- ------------------- --------------------
Total 6,206 5,531 4,316 675 12.2% 1,215 28.2%
============================================================= =================== ====================
BACKLOG DATA:
Homes under contract at June 30:
Sun Cities Phoenix(2) 692 553 502 139 25.1% 51 10.2%
Sun City Tucson N/A 45 149 (45) (100.0%) (104) (69.8%)
Sun Cities Las Vegas(3) 533 642 402 (109) (17.0%) 240 59.7%
Sun City Palm Desert 126 112 147 14 12.5% (35) (23.8%)
Sun City Roseville(4) 280 377 571 (97) (25.7%) (194) (34.0%)
Sun City Hilton Head(4) 159 193 149 (34) (17.6%) 44 29.5%
Sun City Georgetown(4) 202 378 122 (176) (46.6%) 256 209.8%
Terravita 120 304 298 (184) (60.5%) 6 2.0%
Coventry Homes 478 595 540 (117) (19.7%) 55 10.2%
- ------------------------------------------------------------- ------------------- --------------------
Total(5) 2,590 3,199 2,880 (609) (19.0%) 319 11.1%
============================================================= =================== ====================
Aggregate contract sales amount
(dollars in millions) $514 $617 $565 ($103) (16.7%) $52 9.2%
Average contract sales amount
per home (dollars in thousands) $198 $193 $196 $5 2.6% $(3) (1.5%)
============================================================= =================== ====================
</TABLE>
14
<PAGE>
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations (Continued)

CERTAIN CONSOLIDATED FINANCIAL AND OPERATING DATA (Continued)
- -------------------------------------------------------------
<TABLE>
<CAPTION>
Year Ended Change Change
June 30, 1997 vs 1996 1996 vs 1995
- ---------------------------------------------------------------------- -------------------- --------------------
1997 1996 1995 Amount Percent Amount Percent
- ---------------------------------------------------------------------- -------------------- --------------------
<S> <C> <C> <C> <C> <C> <C> <C>
AVERAGE REVENUE PER
HOME CLOSING:
Sun Cities Phoenix(2) $ 158,900 $ 160,300 $ 151,100 $ (1,400) (0.9%) $ 9,200 6.1%
Sun City Tucson 167,000 170,600 164,400 (3,600) (2.1%) 6,200 3.8%
Sun Cities Las Vegas(3) 182,900 171,000 180,700 11,900 7.0% (9,700) (5.4%)
Sun City Palm Desert 221,100 224,100 214,400 (3,000) (1.3%) 9,700 4.5%
Sun City Roseville(4) 215,800 217,800 201,100 (2,000) (0.9%) 16,700 8.3%
Sun City Hilton Head(4) 168,100 159,200 N/A 8,900 5.6% N/A N/A
Sun City Georgetown(4) 183,100 181,500 N/A 1,600 0.9% N/A N/A
Terravita 292,100 295,600 253,700 (3,500) (1.2%) 41,900 16.5%
Coventry Homes 161,000 154,300 156,900 6,700 4.3% (2,600) (1.7%)
Weighted average $ 184,400 $ 182,900 $ 177,100 $ 1,500 0.8% $ 5,800 3.3%
====================================================================== ==================== ====================

OPERATING STATISTICS:
Costs and expenses as a
percentage of revenues:
Home construction, land and
other 77.0% 76.9% 76.6% 0.1% 0.1% 0.3% 0.4%
Interest 4.2% 4.0% 3.9% 0.2% 5.0% 0.1% 2.6%
Selling, general and
administrative 13.6% 14.0% 14.1% (0.4%) (2.9%) (0.1%) (0.7%)
Ratio of home closings to homes
under contract in backlog at
beginning of year 194.0% 192.0% 162.1% 2.0% 1.0% 29.9% 18.4%
====================================================================== ==================== ====================
</TABLE>

(1) Net of cancellations. The Company recognizes revenue at close of escrow.

(2) Includes Sun City West and Sun City Grand. The Company began taking new
home sales orders at Sun City Grand in October 1996. Home closings began at
Sun City Grand in February 1997.

(3) Includes Sun City Summerlin and Sun City MacDonald Ranch. The Company began
taking new home sales orders at Sun City MacDonald Ranch in September 1995.
Home closings began at Sun City MacDonald Ranch in January 1996.

(4) The Company began taking new home sales orders at Sun City Hilton Head in
November 1994 and at Sun City Georgetown in June 1995. Home closings began
at Sun City Roseville in February 1995, at Sun City Hilton Head in August
1995 and at Sun City Georgetown in February 1996.

(5) A majority of the backlog at June 30, 1997 is currently anticipated to
result in revenues in the next 12 months. However, a majority of the
backlog is contingent upon the availability of financing for the customer,
sale of the customer's existing residence or other factors. Also, as a
practical matter, the Company's ability to obtain damages for breach of
contract by a potential home buyer is limited to retaining all or a portion
of the deposit received. In the years ended June 30, 1997, 1996 and 1995,
cancellations of home sales orders as a percentage of new home sales orders
written during the year were 17.1 percent, 17.2 percent and 18.3 percent,
respectively.
15
<PAGE>
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations (Continued)

RESULTS OF OPERATIONS
- ---------------------

REVENUES. Revenues increased to $1.19 billion for the fiscal year ended June 30,
1997 from $1.05 billion for the fiscal year ended June 30, 1996. Increased home
closings at Sun City Georgetown and Sun City Hilton Head (two communities at
which the Company had home closings for only part of fiscal 1996) accounted for
$69.2 million and $10.5 million, respectively, of the increase. Increased home
closings at the Sun Cities Las Vegas (where the Company had home closings at Sun
City MacDonald Ranch for only part of fiscal 1996), the Sun Cities Phoenix
(where home closings did not begin at Sun City Grand until February 1997) and
Coventry Homes (due mainly to the expansion of operations in the Las Vegas area)
accounted for $34.0 million, $35.3 million and $10.6 million, respectively, of
the increase in revenues. Decreased home closings at Sun City Roseville
(reflecting the decrease in net new orders experienced at that community in the
first quarter of fiscal 1997) and Sun City Tucson (reflecting the completion of
that community) resulted in decreased revenues of $17.6 million and $27.5
million, respectively.

An increase in the average revenue per home closing resulted in a $23.0 million
increase in revenues. This increase in average revenue per home closing was
primarily due to changes in mix of product and home closings among the Company's
communities and conventional homebuilding operations and to increases in lot
premiums and optional upgrades in homes at certain communities.

Home closings at Sun City Hilton Head and Sun City Georgetown accounted for
$48.6 million and $42.7 million, respectively, of the increase in revenues to
$1.05 billion for fiscal 1996 from $803.1 million for the fiscal year ended June
30, 1995. The Company had not yet begun delivering homes at these communities in
fiscal 1995. Increased home closings at the Sun Cities Las Vegas (where home
closings began at Sun City MacDonald Ranch in January 1996) and Sun City
Roseville (where the Company had home closings for only a part of fiscal 1995)
accounted for $27.8 million and $88.1 million, respectively, of the increase in
revenues.

Decreased home closings at the Sun Cities Phoenix (due to a lower backlog at the
beginning of the year at Sun City West), Sun City Tucson (reflecting the
approaching build-out of that community) and Sun City Palm Desert (see "Loss
from Impairment of Southern California Real Estate Inventories") collectively
resulted in a $65.2 million decrease in revenues. Increased home closings at
Coventry Homes (which benefitted from increases in Phoenix, Tucson, Las Vegas
and southern California operations) resulted in increased revenues of $76.3
million.

An increase in the average revenue per home closing (excluding the new
communities of Sun City Hilton Head and Sun City Georgetown) resulted in a $29.1
million increase in revenues from fiscal 1995 to fiscal 1996. This increase was
primarily due to sales price increases previously implemented by the Company,
increases in lot premiums at certain communities and changes in product mix.

HOME CONSTRUCTION, LAND AND OTHER COSTS. The increase in home construction, land
and other costs to $913.9 million for fiscal 1997 compared to $808.0 million for
fiscal 1996 was due to the increase in home closings. As a percentage of
revenues, these costs were 77.0 percent for fiscal 1997 and 76.9 percent for
fiscal 1996.

The increase in home construction, land and other costs to $808.0 million for
fiscal 1996 compared to $614.8 million for fiscal 1995 was primarily due to the
increase in home closings. As a percentage of revenues, these costs were 76.9
percent for fiscal 1996 compared to 76.6 percent for fiscal 1995, with the
increase primarily attributable to changes in mix of product and home closings
among the Company's communities and conventional homebuilding operations.

On a period-to-period basis, home construction, land and other costs as a
percentage of revenues will vary due to, among other things, changes in product
mix, differences between individual communities, lot premiums, optional
upgrades, price increases and changes in construction costs.
16
<PAGE>
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations (Continued)

INTEREST. As a percentage of revenues, amortization of capitalized interest was
4.2 percent for fiscal 1997 compared to 4.0 percent for fiscal 1996. The
increase was primarily due to the fiscal 1996 adoption of Statement of Financial
Accounting Standards ("SFAS") No. 121, Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed Of, which resulted in
the allocation of more capitalized interest to communities with greater home
closings than Sun City Palm Desert, resulting in an increase in amortization of
capitalized interest as a percentage of revenues. See "Loss From Impairment of
Southern California Real Estate Inventories".

As a percentage of revenues, amortization of capitalized interest was 4.0
percent for fiscal 1996 compared to 3.9 percent for fiscal 1995. This increase
was primarily due to higher levels of indebtedness and increases in land held
for longer-term development, with respect to which land the Company does not
allocate capitalized interest.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. As a percentage of revenues,
selling, general and administrative expenses decreased to 13.6 percent for
fiscal 1997 as compared to 14.0 percent for fiscal 1996. This decrease resulted
from the spreading of relatively fixed corporate overhead over greater revenues.

Of the increase in total selling, general and administrative expenses to $147.3
million for fiscal 1996 from $113.2 million for fiscal 1995, $12.7 million was
attributable to higher sales and marketing expenses, $6.5 million was due to
increased commissions on the increased revenues and $7.7 million resulted from
the recognition of expenses at Sun City Roseville, Sun City Hilton Head, Sun
City MacDonald Ranch and Sun City Georgetown in fiscal 1996 (which were
capitalized prior to the commencement of home closings, which for each of these
communities occurred during fiscal 1995). The balance of the increase was due to
a variety of general and administrative expenses.

LOSS FROM IMPAIRMENT OF SOUTHERN CALIFORNIA REAL ESTATE INVENTORIES. In
connection with its adoption of SFAS No. 121 in fiscal 1996, the Company
incurred a non-cash loss from impairment of southern California real estate
inventories in the amount of $65.0 million pre-tax ($42.3 million after tax)
related to the valuation of its Sun City Palm Desert active adult community.
Exclusive of the non-cash loss, the Company's net earnings for fiscal 1996 were
$34.5 million, or $1.96 per share.

In the first six months of fiscal 1996, net new orders at Sun City Palm Desert
were substantially below both the comparable period of the prior fiscal year and
the Company's expectations. Although the Company was encouraged by net new
orders significantly greater in the first 45 days of the third quarter of fiscal
1996 than in the comparable period in the prior fiscal year, a lower than
anticipated level of net new orders was expected in the remainder of fiscal 1996
and net new orders for all of fiscal 1996 were anticipated to be lower than in
prior fiscal years. Additionally, a national home builder was developing an
active adult community near Sun City Palm Desert which was expected to cause
additional competitive pressures at that community. Based on these and other
factors, the Company reduced its estimate with respect to net new orders and
closings in the fiscal years ending June 30,1997 and beyond to below the levels
achieved in the three fiscal years ended June 30, 1995. This resulted in
expected future net cash flows (undiscounted and without interest charges) at
Sun City Palm Desert being less than the book value of the asset. As required by
SFAS No. 121, the Company therefore recorded in fiscal 1996 a non-cash loss from
impairment of southern California real estate inventories to reflect Sun City
Palm Desert at its estimated fair value. Fair value was estimated based upon an
evaluation of comparable market prices and discounted expected future cash
flows.

The Company owns additional land for a second phase of development at Sun City
Palm Desert. Development of subsequent phases of large-scale real estate
projects is always assessed in light of conditions existing when construction of
the phase is to begin, and any decision on the development of the second phase
at this community will depend on the state of the economy and prospects for the
community at the time the current phase is nearing completion.
17
<PAGE>
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations (Continued)

INCOME TAXES. The increase in income taxes to a $22.3 million expense in fiscal
1997 compared to a $4.2 million benefit for fiscal 1996 was due to the change in
earnings (loss) before income taxes and extraordinary item. The effective tax
rate also increased to 36 percent from 35 percent.

The change in income taxes to a $4.2 million benefit for fiscal 1996 as compared
to a $15.3 million expense for fiscal 1995 was due to the change in earnings
(loss) before income taxes. The effective tax rate in both fiscal 1996 and
fiscal 1995 was 35 percent.

EXTRAORDINARY ITEM. In connection with the early redemption of all of the
Company's $100 million of outstanding 107/8% Senior Notes at par on March 31,
1997, an extraordinary loss of $1.3 million was recognized in fiscal 1997. This
amount represented the unamortized discount and debt issue costs for the Senior
Notes, net of a $0.7 million tax benefit.

NET EARNINGS (LOSS). The Company had net earnings of $38.4 million in fiscal
1997 compared to a net loss of $7.8 million in fiscal 1996, primarily due to the
non-cash loss with respect to southern California real estate inventories
incurred by the Company in fiscal 1996. Excluding this non-cash loss in fiscal
1996, net earnings increased by $3.9 million (11.3 percent), while home closings
increased by 675 units (12.2 percent) and revenues increased by $135.5 million
(12.9 percent). The overall less-than-proportionate increase in net earnings was
attributable to the extraordinary loss recognized by the Company in fiscal 1997.

NET NEW ORDER ACTIVITY AND BACKLOG. Net new orders in fiscal 1997 were 4.3
percent lower than in fiscal 1996. A significant increase was realized at the
Sun Cities Phoenix as a result of new order activity at Sun City Grand, which
began taking new orders in October 1996. Net new orders at Sun City Tucson and
Terravita declined 63.8 percent and 47.6 percent, respectively, from fiscal
1996, reflecting the completion or approaching completion of those communities.
Net new orders at the Sun Cities Las Vegas declined 12.1 percent from a
particularly strong fiscal 1996. Coventry Homes also experienced a 7.0 percent
decrease in net new orders as a result of having fewer communities open in
fiscal 1997 than in fiscal 1996.

The number of homes under contract at June 30, 1997 was 19.0 percent lower than
at June 30, 1996. This backlog decrease was due primarily to decreases at: Sun
City Roseville (as a result of a decline in net new orders in the first quarter
of fiscal 1997 and a high level of home closings in fiscal 1997); Sun City
Georgetown and Coventry Homes (as their net new orders did not keep pace with
home closings in fiscal 1997); and Sun City Tucson and Terravita (attributable
to the completion or approaching completion of those communities).

Net new orders increased 29.0 percent in fiscal 1996 compared to fiscal 1995.
This increase was largely attributable to new sales orders at Sun City
Georgetown (at which the Company began taking new sales orders in June 1995) and
substantial increases for Coventry Homes (due to increases in Phoenix, Tucson,
Las Vegas and southern California operations) and Sun City Hilton Head (at which
new orders were negatively impacted in fiscal 1995 by adverse weather
conditions).

Net new orders at Sun City Tucson decreased 48.4 percent in fiscal 1996 compared
to fiscal 1995, reflecting the approaching build-out of that community. Net new
orders at the Sun Cities Las Vegas increased 61.2 percent, primarily as a result
of the commencement of new order activity at Sun City MacDonald Ranch in
September 1995.

At Sun City Palm Desert, net new orders decreased 19.1 percent in fiscal 1996
compared to fiscal 1995. See "Loss from Impairment of Southern California Real
Estate Inventories."

The number of homes under contract at June 30, 1996 was 11.1 percent higher than
at June 30, 1995. This increase was primarily attributable to new sales orders
at Sun City Georgetown and Sun City MacDonald Ranch, partially offset by the
decreased net new order activity at Sun City Tucson and a reduction in the
number of homes under contract at Sun City Roseville as a result of home
closings at that community.
18
<PAGE>
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations (Continued)

LIQUIDITY AND FINANCIAL CONDITION OF THE COMPANY
- ------------------------------------------------

At June 30, 1997 the Company had $24.7 million of cash and short-term
investments, $174.0 million outstanding under its $350 million senior unsecured
revolving credit facility and $12.0 million outstanding under its $20 million of
short-term lines of credit.

In January 1997 the Company completed a public offering of $150 million in
principal amount of 9 3/4% Senior Subordinated Debentures due 2008. The $145
million of net proceeds from the offering were used to repay a portion of the
amounts outstanding under the Company's $350 million senior unsecured revolving
credit facility. The Company subsequently reborrowed under that facility to
redeem all of its $100 million of outstanding 10 7/8% Senior Notes at par on
March 31, 1997. The balance of the reborrowings have been or will be used to
fund land acquisitions and develop new projects or for other general corporate
purposes.

Management believes that the Company's current borrowing capacity, when combined
with existing cash and short-term investments and currently anticipated cash
flows from the Company's operating communities and conventional homebuilding
activities, will provide the Company with adequate capital resources to fund the
Company's currently anticipated operating requirements for the next 12 months.
However, these operating requirements reflect some limitations on the timing and
extent of new projects and activities that the Company may otherwise desire to
undertake.

The Company's senior unsecured revolving credit facility and the indentures for
the Company's publicly-held debt contain restrictions which could, depending on
the circumstances, affect the Company's ability to borrow in the future. If the
Company at any time is not successful in obtaining sufficient capital to fund
its then planned development and expansion expenditures, some or all of its
projects may be significantly delayed. Any such delay could result in cost
increases and may adversely affect the Company's results of operations.

The cash flow for each of the Company's communities can differ substantially
from reported earnings, depending on the status of the development cycle. The
initial years of development or expansion require significant cash outlays for,
among other things, land acquisition, obtaining master plan and other approvals,
construction of amenities (including golf courses and recreation centers), model
homes, sales and administration facilities, major roads, utilities, general
landscaping and interest. Since these initial costs are generally capitalized,
this can result in income reported for financial statement purposes during the
initial years significantly exceeding cash flow. However, after the initial
years of development or expansion, when these expenditures are made, cash flow
can significantly exceed earnings reported for financial statement purposes, as
costs and expenses include amortization charges for substantial amounts of
previously expended costs.

During fiscal 1997 the Company generated $305.5 million of net cash from
community sales activities, used $169.0 million of cash for land and lot and
amenity development at operating communities, paid $81.8 million for costs
related to communities in the pre-operating stage, generated $18.7 million of
net cash from conventional homebuilding operations and used $95.9 million of
cash for other operating activities. The resulting $22.5 million of net cash
used for operating activities (which was primarily attributable to expenditures
for communities not yet generating home sales revenues and for corporate
activities including payment of interest and income taxes) was funded mainly
through proceeds from the public offering of $150 million in excess of the $100
million redemption of the Company's Senior Notes.
19
<PAGE>
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations (Continued)

At June 30, 1997, under the most restrictive of the covenants in the Company's
debt agreements, $15.2 million of the Company's retained earnings was available
for payment of cash dividends and for the acquisition by the Company of its
common stock. During fiscal 1997, the Company acquired 137,258 shares of its
common stock at a total cost of $2.1 million.

IMPACT OF INFLATION
- -------------------

Operations of the Company can be impacted by inflation. Home and land sales
prices can increase, but inflation can also cause increases in interest costs
and the costs of land, raw materials and contract labor. Unless such increased
costs are recovered through higher sales prices, operating margins will
decrease. High mortgage interest rates may also make it more difficult for the
Company's potential customers to sell their existing homes in order to move to
one of the Company's communities or to finance the purchases of their new homes.

ACCOUNTING STANDARDS NOT YET ADOPTED BY THE COMPANY
- ---------------------------------------------------

The Financial Accounting Standards Board ("FASB") has issued several new
pronouncements that are not yet adopted by the Company.

In February 1997 the FASB issued SFAS No. 128, "Earnings Per Share", which
specifies the computation, presentation, and disclosure requirements for
earnings per share for entities with publicly-held common stock. SFAS No. 128
will be effective for the Company for the quarter ending December 31, 1997;
earlier application is not permitted. This new accounting standard will require
presentation of basic earnings per share (which for the Company is currently
anticipated to result in slightly higher earnings per share than would otherwise
be reported) and diluted earnings per share (which for the Company is currently
anticipated to result in essentially the same earnings per share as the Company
would otherwise report as primary earnings per share).

In February 1997 the FASB issued SFAS No. 129, "Disclosure of Information about
Capital Structure", to consolidate existing disclosure requirements. This new
standard contains no change in disclosure requirements for the Company. It will
be effective for the Company for the quarter ending December 31, 1997.

In June 1997 the FASB issued SFAS No. 130, "Reporting Comprehensive Income", to
establish standards for reporting and display of comprehensive income (all
changes in equity during a period except those resulting from investments by and
distributions to owners) and its components in financial statements. This new
standard, which will be effective for the Company for the fiscal year ending
June 30, 1999, is not currently anticipated to have a significant impact on the
Company's consolidated financial statements based on the current financial
structure and operations of the Company.

In June 1997 the FASB issued SFAS No. 131, "Disclosures about Segments of an
Enterprise and Related Information", to establish standards for reporting
information about operating segments in annual financial statements, selected
information about operating segments in interim financial reports and
disclosures about products and services, geographic areas and major customers.
This new standard, which will be effective for the Company for the fiscal year
ending June 30, 1999, will require the Company to report financial information
on the basis that is used internally for evaluating segment performance and
deciding how to allocate resources to segments, which is currently anticipated
to result in more detailed information in the notes to the Company's
consolidated financial statements than is currently required and provided.

Item 8. Financial Statements and Supplementary Data

The response to this item is submitted as a separate section of this report
below.

Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure

None.
20
<PAGE>
PART III

Item 10. Directors and Executive Officers of the Registrant

For information with respect to the Executive Officers of the Registrant, see
"Item 1 -- Executive Officers of the Company" at the end of Part I of this
report. Information with respect to the Directors of the Registrant is
incorporated herein by reference to the Registrant's definitive proxy statement
to be filed pursuant to Regulation 14A within 120 days after the end of the most
recent fiscal year covered by this Form 10-K.

Item 11. Executive Compensation

Information in response to this Item is incorporated herein by reference to the
Registrant's definitive proxy statement to be filed pursuant to Regulation 14A
within 120 days after the end of the most recent fiscal year covered by this
Form 10-K.

Item 12. Security Ownership of Certain Beneficial Owners
and Management

Item 13. Certain Relationships and Related Transactions

Item 14. Exhibits, Financial Statement Schedules and Reports on Form
8-K

(a) 1. and 2. The response to this portion of Item 14 is submitted
as a separate section of this report beginning on
page 24.

3. Exhibits

The Exhibit Index attached to this Report is hereby
incorporated by reference.

(b) In the quarter ended June 30, 1997 the Company did not file any reports
on Form 8-K.
22
<PAGE>
SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, who is duly authorized to do so, in Phoenix, Arizona
on the 5th day of September, 1997.

DEL WEBB CORPORATION
(Registrant)

By: /s/ Philip J. Dion
------------------------------------
Philip J. Dion
Chairman and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C>
/s/ Philip J. Dion Chairman and Chief Executive Officer September 5, 1997
- ------------------------------------ (Principal Executive Officer)
(Philip J. Dion)

/s/ John A. Spencer Senior Vice President and September 5, 1997
- ------------------------------------ Chief Financial Officer
(John A. Spencer) (Principal Financial Officer)

/s/ David E. Rau Vice President and Controller September 5, 1997
- ------------------------------------ (Principal Accounting Officer)
(David E. Rau)

/s/ D. Kent Anderson Director September 5, 1997
- ------------------------------------
(D. Kent Anderson)

/s/ Hugh F. Culverhouse, Jr. Director September 5, 1997
- ------------------------------------
(Hugh F. Culverhouse, Jr.)

/s/ Kenny C. Guinn Director September 5, 1997
- ------------------------------------
(Kenny C. Guinn)

/s/ Michael O. Maffie Director September 5, 1997
- ------------------------------------
(Michael O. Maffie)

/s/ J. Russell Nelson Director September 5, 1997
- ------------------------------------
(J. Russell Nelson)

/s/ Peter A. Nelson Director September 5, 1997
- ------------------------------------
(Peter A. Nelson)

/s/ Michael E. Rossi Director September 5, 1997
- ------------------------------------
(Michael E. Rossi)

/s/ Glenn W. Schaeffer Director September 5, 1997
- ------------------------------------
(Glenn W. Schaeffer)

/s/ C. Anthony Wainwright Director September 5, 1997
- ------------------------------------
(C. Anthony Wainwright)

/s/ Sam Yellen Director September 5, 1997
- ------------------------------------
(Sam Yellen)
</TABLE>
23
<PAGE>
DEL WEBB CORPORATION
FORM 10-K
Item 8, Item 14(a) (1) and (2)
Index of Consolidated Financial Statements and Schedule

The following financial statements required to be included in Item 8 and other
disclosures by the Registrant are listed below:

PAGE

Management's Report.......................................................... 25

Independent Auditors' Report................................................. 26

Consolidated Financial Statements:

Balance Sheets as of June 30, 1997 and 1996........................... 27

Statements of Operations for each of the years in the three-year
period ended June 30, 1997.......................................... 28

Statements of Shareholders' Equity for each of the years in the
three-year period ended June 30, 1997............................... 29

Statements of Cash Flows for each of the years in the three-year
period ended June 30, 1997.......................................... 30

Notes to Consolidated Financial Statements............................ 32

The following financial statement schedule of the Registrant and its
subsidiaries is included in Item 14(a) (2):

PAGE
Consolidated Financial Statement Schedule:

II Valuation and Qualifying Accounts for each of the years in the
three-year period ended June 30, 1997............................ 46

Schedules other than the one listed above are omitted because the conditions
requiring their filing do not exist or because the required information is given
in the financial statements, including the notes thereto.
24
<PAGE>
MANAGEMENT'S REPORT

Financial Statements

Del Webb Corporation is responsible for the preparation, integrity and fair
presentation of its published financial statements. The consolidated financial
statements that follow have been prepared in accordance with generally accepted
accounting principles and, as such, include amounts based on judgements and
estimates made by management. The Company also prepared the other information
included in the annual report and is responsible for its accuracy and
consistency with the consolidated financial statements.

The consolidated financial statements have been audited by the independent
accounting firm, KPMG Peat Marwick LLP, which was given access to all financial
records and related data, including minutes of all meetings of shareholders, the
board of directors and committees of the board. The Company believes that all
representations made to the independent auditors during their audit were valid
and appropriate. KPMG Peat Marwick LLP's audit report is presented on the
following page.

Internal Control System

The Company maintains a system of internal control over financial reporting and
over safeguarding of assets against unauthorized acquisition, use or disposition
which is designed to provide reasonable assurance to the Company's management
and board of directors regarding the preparation of reliable published financial
statements and such asset safeguarding. The system includes a documented
organizational structure and division of responsibility, established policies
and procedures (including a code of conduct) which are communicated throughout
the Company, and the selection, training and development of employees. Internal
auditors monitor the operation of the internal control system and report
findings and recommendations to management and the board of directors, and
corrective actions are taken to correct deficiencies if and as they are
identified. The board, operating through its audit committee which is composed
of directors who are not officers or employees of the Company, provides
oversight to the financial reporting and asset safeguarding process.

Even an effective internal control system, no matter how well designed, has
inherent limitations -- including the possibility of the circumvention or
overriding of controls -- and therefore can provide only reasonable assurance
with respect to financial statement preparation and asset safeguarding. Further,
because of changes in conditions, internal control system effectiveness may vary
over time.

The Company assessed its internal control system as of June 30, 1997 in relation
to criteria for effective internal control over financial reporting described in
"Internal Control -- Integrated Framework" issued by the Committee of Sponsoring
Organizations of the Treadway Commission. Based on its assessment, the Company
believes that, as of June 30, 1997, its system of internal control over
financial reporting and over safeguarding of assets against unauthorized
acquisition, use or disposition met those criteria.

/s/ Philip J. Dion
- ------------------------------------
Philip J. Dion
Chairman and Chief Executive Officer

/s/ John A. Spencer
- ------------------------------------
John A. Spencer
Senior Vice President and Chief Financial Officer

June 30, 1997
25
<PAGE>
Independent Auditors' Report
----------------------------

The Board of Directors and Shareholders
Del Webb Corporation:

We have audited the consolidated financial statements of Del Webb Corporation
and subsidiaries as listed in the accompanying index. In connection with our
audits of the consolidated financial statements, we also have audited the
financial statement schedule listed in the accompanying index. These
consolidated financial statements and financial statement schedule are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements and financial statement
schedule based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Del Webb Corporation
and subsidiaries as of June 30, 1997 and 1996, and the results of their
operations and their cash flows for each of the years in the three-year period
ended June 30, 1997 in conformity with generally accepted accounting principles.
Also in our opinion, the related financial statement schedule, when considered
in relation to the basic consolidated financial statements taken as a whole,
presents fairly, in all material respects, the information set forth therein.

As discussed in Notes 1 and 13 to the consolidated financial statements, in
fiscal 1996 the Company changed its method of accounting for impairment of
long-lived assets in accordance with the adoption of Statement of Financial
Accounting Standards No. 121.

KPMG Peat Marwick LLP
Phoenix, Arizona
August 15, 1997
26
<PAGE>
DEL WEBB CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
June 30, 1997 and 1996
<TABLE>
<CAPTION>
In Thousands
- ------------------------------------------------------------------------------------------------------------
1997 1996
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Assets
- ------------------------------------------------------------------------------------------------------------
Real estate inventories (Notes 2, 6 and 12) $ 939,684 $ 899,815
Cash and short-term investments 24,715 18,340
Receivables (Note 3) 28,892 25,162
Property and equipment, net (Note 4) 20,937 27,599
Deferred income taxes (Note 7) 6,526 12,612
Other assets (Note 5) 65,908 41,267
- ------------------------------------------------------------------------------------------------------------
$ 1,086,662 $ 1,024,795
============================================================================================================

Liabilities and Shareholders' Equity
- ------------------------------------------------------------------------------------------------------------
Notes payable, senior and subordinated debt (Note 6) $ 563,068 $ 514,677
Contractor and trade accounts payable 70,827 82,918
Accrued liabilities and other payables 79,959 68,920
Home sale deposits 69,476 88,304
Income taxes payable (Note 7) 3,502 5,200
- ------------------------------------------------------------------------------------------------------------
Total liabilities 786,832 760,019
- ------------------------------------------------------------------------------------------------------------

Shareholders' equity:
Common stock, $.001 par value. Authorized 30,000,000
shares; issued 17,691,118 shares and 17,541,772 shares
at June 30, 1997 and 1996, respectively (Notes 8 and 9) 18 18
Additional paid-in capital (Note 8) 160,308 158,262
Retained earnings (Note 6) 145,922 111,033
- ------------------------------------------------------------------------------------------------------------
306,248 269,313

Less cost of common stock in treasury, 124,509 shares and
3,751 shares at June 30, 1997 and 1996, respectively (Note 8) (1,914) (70)
Less deferred compensation (Note 9) (4,504) (4,467)
- ------------------------------------------------------------------------------------------------------------
Total shareholders' equity 299,830 264,776
- ------------------------------------------------------------------------------------------------------------
$ 1,086,662 $ 1,024,795
============================================================================================================
</TABLE>
See accompanying notes to consolidated financial statements.
27
<PAGE>
DEL WEBB CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
Years ended June 30, 1997, 1996 and 1995
<TABLE>
<CAPTION>
In Thousands
Except Per Share Data
- --------------------------------------------------------------------------------------------------------------------
1997 1996 1995
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Revenues (Note 11) $ 1,186,262 $ 1,050,733 $ 803,119
- --------------------------------------------------------------------------------------------------------------------

Costs and expenses (Note 11):
Home construction, land and other 913,872 807,988 614,847
Interest (Note 12) 49,457 42,354 31,205
Selling, general and administrative 160,924 147,315 113,235
Loss from impairment of southern California
real estate inventories (Notes 12 and 13) - 65,000 -
- --------------------------------------------------------------------------------------------------------------------
1,124,253 1,062,657 759,287
- --------------------------------------------------------------------------------------------------------------------
Earnings (loss) before income taxes and
extraordinary item 62,009 (11,924) 43,832

Income taxes (Note 7) (22,323) 4,173 (15,341)
- --------------------------------------------------------------------------------------------------------------------
Earnings (loss) before extraordinary item 39,686 (7,751) 28,491

Extraordinary item:
Loss from extinguishment of debt (net of tax) (Note 6) 1,285 - -
- --------------------------------------------------------------------------------------------------------------------
Net earnings (loss) $ 38,401 $ (7,751) $ 28,491
====================================================================================================================

Weighted average shares outstanding 17,862 17,425 15,209
====================================================================================================================

Earnings (loss) per share:
Earnings (loss) before extraordinary item $ 2.22 $ (0.44) $ 1.87
Extraordinary item (0.07) - -
- --------------------------------------------------------------------------------------------------------------------

Net earnings (loss) $ 2.15 $ (0.44) $ 1.87
====================================================================================================================
</TABLE>
See accompanying notes to consolidated financial statements.
28
<PAGE>
DEL WEBB CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
Years ended June 30, 1997, 1996 and 1995
<TABLE>
<CAPTION>
In Thousands
- ------------------------------------------------------------------------------------------------------------------------------------
Additional Total
Common Paid-In Retained Treasury Deferred Shareholders'
Stock Capital Earnings Stock Compensation Equity
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Balances at July 1, 1994 $ 112,944 $ 8,333 $ 96,630 $ (14,600) $ (1,983) $ 201,324

Shares issued and retired for stock option,
restricted stock and retirement savings plans
(254,781 shares of treasury stock issued and
30,291 shares of common stock retired), net
of amortization (202) -- -- 3,550 (845) 2,503

Treasury stock acquired, 444 shares -- -- -- (8) -- (8)

Change from common stock without par value
to $.001 par value common stock (Note 8) (112,726) 112,726 -- -- -- --

Cash dividends ($ .20 per share) -- -- (2,968) -- -- (2,968)

Net earnings -- -- 28,491 -- -- 28,491
- ------------------------------------------------------------------------------------------------------------------------------------

Balances at June 30, 1995 16 121,059 122,153 (11,058) (2,828) 229,342

Shares issued and retired for stock option and
restricted stock plans (178,463 shares of
common stock issued, 2,200 shares net
increase in treasury stock and 32,512 shares
of common stock retired), net of amortization -- 2,992 -- (39) (1,639) 1,314

Proceeds from sale of 1,597,172 shares of
common stock and 877,728 shares of
treasury stock, less offering costs of $3.0
million (Note 8) 2 34,211 -- 11,058 -- 45,271

Treasury stock acquired, 1,551 shares -- -- -- (31) -- (31)

Cash dividends ($ .20 per share) -- -- (3,369) -- -- (3,369)

Net loss -- -- (7,751) -- -- (7,751)
- ------------------------------------------------------------------------------------------------------------------------------------

Balances at June 30, 1996 18 158,262 111,033 (70) (4,467) 264,776

Shares issued and retired for stock option and
restricted stock plans (186,717 shares of
common stock issued, 16,500 shares net
decrease in treasury stock and 37,371 shares
of common stock retired), net of amortization -- 2,046 -- 261 (37) 2,270

Treasury stock acquired, 137,258 shares -- -- -- (2,105) -- (2,105)

Cash dividends ($.20 per share) -- -- (3,512) -- -- (3,512)

Net earnings -- -- 38,401 -- -- 38,401
- ------------------------------------------------------------------------------------------------------------------------------------
Balances at June 30, 1997 $ 18 $ 160,308 $ 145,922 $ (1,914) $ (4,504) $ 299,830
====================================================================================================================================
</TABLE>
See accompanying notes to consolidated financial statements.
29
<PAGE>
DEL WEBB CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years ended June 30, 1997, 1996 and 1995
(In Thousands)
<TABLE>
<CAPTION>
1997 1996 1995
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Cash flows from operating activities:
Cash received from customers related to community home sales $ 876,379 $ 792,835 $ 588,526
Cash received from commercial land and facility sales 8,328 7,880 1,599
Cash paid for costs related to community home construction (579,188) (509,315) (377,735)
- ------------------------------------------------------------------------------------------------------------------
Net cash provided by community sales activities 305,519 291,400 212,390
Cash paid for land acquisitions at operating communities (11,885) (8,351) (8,046)
Cash paid for lot development at operating communities (100,588) (96,863) (62,612)
Cash paid for amenity development at operating communities (56,503) (63,853) (29,683)
- ------------------------------------------------------------------------------------------------------------------

Net cash provided by operating communities 136,543 122,333 112,049

Cash paid for costs related to communities in the pre-operating
stage (81,755) (92,668) (98,183)
Cash received from customers related to conventional
homebuilding 248,488 222,513 146,210
Cash paid for land, development, construction and other costs
related to conventional homebuilding (229,830) (213,959) (152,696)
Cash received from residential land development project 7,110 8,834 10,309
Cash paid for corporate activities (42,327) (34,280) (29,402)
Interest paid (45,854) (47,444) (44,104)
Cash paid for income taxes (14,879) (10,501) (1,796)
- ------------------------------------------------------------------------------------------------------------------
Net cash used for operating activities (22,504) (45,172) (57,613)
- ------------------------------------------------------------------------------------------------------------------

Cash flows from investing activities:
Purchases of property and equipment (4,284) (6,715) (13,256)
Investments in life insurance policies (3,222) (3,554) (1,594)
- ------------------------------------------------------------------------------------------------------------------
Net cash used for investing activities (7,506) (10,269) (14,850)
- ------------------------------------------------------------------------------------------------------------------

Cash flows from financing activities:
Borrowings 547,871 305,122 766,968
Repayments of debt (506,990) (292,260) (679,985)
Proceeds from sale of common stock - 45,271 -
Purchases of treasury stock (2,105) (31) (8)
Proceeds from exercise of common stock options 1,121 148 882
Dividends paid (3,512) (3,369) (2,968)
- ------------------------------------------------------------------------------------------------------------------
Net cash provided by financing activities 36,385 54,881 84,889
- ------------------------------------------------------------------------------------------------------------------

Net increase (decrease) in cash and short-term investments 6,375 (560) 12,426
Cash and short-term investments at beginning of year 18,340 18,900 6,474
- ------------------------------------------------------------------------------------------------------------------

Cash and short-term investments at end of year $ 24,715 $ 18,340 $ 18,900
==================================================================================================================
</TABLE>
See accompanying notes to consolidated financial statements.
30
<PAGE>
DEL WEBB CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
Years ended June 30, 1997, 1996 and 1995
(In Thousands)
<TABLE>
<CAPTION>
1997 1996 1995
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Reconciliation of net earnings (loss) to net cash used for operating
activities:
Net earnings (loss) $ 38,401 $ (7,751) $ 28,491
Allocation of non-cash common costs in costs and expenses,
excluding interest 268,806 247,734 188,081
Amortization of capitalized interest in costs and expenses 49,457 42,354 31,205
Deferred compensation amortization 1,748 1,804 1,598
Depreciation and other amortization 6,425 8,740 5,243
Deferred income taxes on earnings (loss) before extraordinary item 6,086 (17,810) 16,801
Non-cash loss from impairment of southern California real estate
inventories - 65,000 -
Extraordinary loss from extinguishment of debt (net of tax) 1,285 - -
Net increase in home construction costs (4,218) (35,445) (42,566)
Land acquisitions (61,499) (37,176) (39,332)
Lot development (155,348) (190,959) (154,864)
Amenity development (89,063) (103,086) (78,785)
Pre-acquisition costs (19,869) (8,732) (2,770)
Net change in other assets and liabilities (64,715) (9,845) (10,715)
- ------------------------------------------------------------------------------------------------------------------
Net cash used for operating activities $ (22,504) $ (45,172) $ (57,613)
==================================================================================================================
</TABLE>
See accompanying notes to consolidated financial statements.
31
<PAGE>
DEL WEBB CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 1997, 1996 and 1995

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation
---------------------------

The consolidated financial statements include the accounts of Del Webb
Corporation and its subsidiaries (the "Company"). All significant
intercompany transactions and accounts have been eliminated in
consolidation. Certain financial statement items from prior years have
been reclassified to be consistent with the current year financial
statement presentation.

Operations
----------

The Company develops residential communities ranging from
smaller-scale, non-amenitized communities within its conventional
homebuilding operations to large-scale, master-planned communities with
extensive amenities. The Company currently conducts its operations in
the states of Arizona, Nevada, California, Texas and South Carolina.
The Company's communities are generally large-scale, master-planned
residential communities at which the Company controls all phases of the
master plan development process from land selection through the
construction and sale of homes. Within its communities, the Company is
usually the exclusive builder of homes. The Company's conventional
homebuilding operations encompass the construction and sale of homes in
various locations, primarily in Arizona and Nevada.

The Company's operations are subject to a number of risks and
uncertainties, including, but not limited to, risks associated with the
development of future and newer communities (including development in
new geographic areas), governmental regulation and environmental
considerations, the geographic concentration of the Company's
operations, the cyclical nature of real estate operations and other
conditions generally, competition, fluctuations in labor and material
costs, the availability and cost of financing and certain natural risks
that exist in certain of the Company's market areas.

Real Estate Inventories
-----------------------

Real estate inventories include undeveloped land, partially improved
land, amenities and homes on finished lots, in various stages of
completion. These assets include direct construction costs for homes
and common costs. Common costs include land, general and subdivision
land development costs, model and vacation home costs in excess of
normal direct construction costs, costs of community sales centers,
costs of assets (such as golf courses and recreation centers)
contributed to certain of the community associations, costs of
subsidizing the community associations, development period interest and
other costs, all of which are capitalized. The capitalized costs and
estimated future common costs are allocated, on a community by
community basis, to residential and commercial lots based upon the
estimated relative sales value that each lot has to the estimated
aggregate sales value of all lots in the community. Home construction,
land and other costs and expenses includes the direct construction
costs of the home and an allocation of common costs. Sales commissions,
advertising and other marketing expenses are included in selling,
general and administrative expenses. The Company recognizes revenue at
close of escrow.

The Company values its real estate inventories in accordance with
Statement of Financial Accounting Standards ("SFAS") No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Of", which the Company adopted in fiscal 1996. In
accordance with SFAS No. 121, prior period financial statements have
not been restated to reflect the change in accounting principle.
32
<PAGE>
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

SFAS No. 121 requires that long-lived assets, such as real estate
inventories, be reviewed for impairment whenever events or changes in
circumstances indicate that the book value of the asset may not be
recoverable. If the sum of the expected future net cash flows
(undiscounted and without interest charges) from an asset to be held
and used is less than the book value of the asset, an impairment loss
must be recognized in the amount of the difference between the book
value and fair value. For long-term assets like active adult
communities, the determination of whether there is an impairment loss
is dependent primarily on the Company's estimate of annual home
closings over the life of the community, which involves numerous
assumptions and judgements as to future events over a period of many
years. In connection with its adoption of SFAS No. 121 in fiscal 1996,
the Company incurred a non-cash loss from impairment of southern
California real estate inventories in the amount of $65.0 million
pre-tax ($42.3 million after tax) related to the valuation of its Sun
City Palm Desert active adult community (see Note 13).

Cash and Short-Term Investments
-------------------------------

The Company's policy is to invest its cash in high-grade,
income-producing short-term investments. Accordingly, uninvested cash
balances are generally kept at minimum levels. Short-term investments
are valued at the lower of cost or market and principally include
overnight repurchase agreements, certificates of deposit and commercial
paper with an original maturity of less than 90 days.

Depreciation
------------

Depreciation is computed using principally the straight-line method for
financial statement purposes and accelerated methods for tax purposes,
over the estimated useful lives of the assets.

Income Taxes
------------

The Company accounts for income taxes using the asset and liability
method. Deferred tax assets and liabilities are recognized for the
future tax consequences attributable to differences between the
financial statement carrying amounts of existing assets and liabilities
and their respective tax bases. Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable income in
future years in which those temporary differences are expected to be
recovered or settled. The effect on deferred tax assets and liabilities
of a change in tax rates is recognized in the consolidated statement of
operations as an adjustment to the effective income tax rate in the
period that includes the enactment date.

Earnings (Loss) Per Share
-------------------------

Earnings (loss) per share is determined by dividing net earnings (loss)
by the weighted average number of common and common equivalent shares
outstanding during the year. Common equivalent shares of 282,000 and
382,000 included in the computation of earnings per share for fiscal
1997 and 1995, respectively, represent the effect of stock options.

Consolidated Statements of Cash Flows
-------------------------------------

In the Consolidated Statements of Cash Flows, the Company defines
operating communities as communities generating revenues from home
closings. Communities in the pre-operating stage are those not yet
generating revenues from home closings.

Warranty Costs
--------------

Estimated future warranty costs are charged to home construction, land
and other costs and expenses when the revenues from home closings are
recognized.
33
<PAGE>
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Financial Instruments
---------------------

In the normal course of business, the Company may invest in various
financial assets and incurs various financial liabilities. The Company
does not trade in derivative financial instruments, although it
occasionally enters into agreements involving derivative financial
instruments for purposes other than trading. At June 30, 1997 the
Company had no derivative financial instruments.

The fair value estimates of financial instruments presented in Note 6
have been determined by the Company using available market information
and valuation methodologies deemed appropriate by the Company.
Considerable judgement is required in interpreting market data to
develop the estimates of fair value. Accordingly, these fair value
estimates are not necessarily indicative of the amounts the Company
might pay or receive in actual market transactions. Potential taxes and
other transaction costs have not been considered in estimating fair
value.

The fair values of the Company's publicly held debt are estimated based
on the quoted bid prices for these debt instruments on June 30, 1997.
The carrying amounts of the Company's remaining debt approximate the
estimated fair values because they are at interest rates comparable to
rates currently available to the Company for debt with similar terms
and remaining maturities. For all other financial instruments, the
carrying amounts approximate the fair values because of the short
maturity of these instruments and in some cases because they bear
interest at market rates. As substantially all of the Company's assets
(including real estate inventories, property and equipment and deferred
income taxes) are not financial instruments, the disclosures in Note 6
do not reflect the value of the Company as a whole.

Stock-Based Compensation
------------------------

In accordance with the provisions of Accounting Principals Board
Opinion No. 25, Accounting for Stock Issued to Employees, the Company
measures stock-based compensation expense as the excess of the market
price at the grant date over the amount the employee must pay for the
stock. The Company's policy is to generally grant stock options at fair
market value at the date of grant, so no compensation expense is
recognized. As permitted, the Company has elected to adopt the
disclosure provisions only of SFAS No. 123, "Accounting for Stock-Based
Compensation" (see Note 9).

Use of Estimates
----------------

The preparation of the Company's consolidated financial statements in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions, particularly those
previously discussed for real estate inventories, that affect the
amounts reported in the consolidated financial statements and
accompanying notes. Actual results could differ materially from those
estimates.

(2) REAL ESTATE INVENTORIES

The components of real estate inventories are as follows:
<TABLE>
<CAPTION>
In Thousands
at June 30,
-----------------------------------------------------------------------------------------------
1997 1996
-----------------------------------------------------------------------------------------------
<S> <C> <C>
Home construction costs $ 182,018 $ 177,800
Unamortized improvement and amenity costs 489,142 439,679
Unamortized capitalized interest 46,121 43,661
Land held for housing 174,930 168,530
Land and facilities held for future development or sale 47,473 70,145
-----------------------------------------------------------------------------------------------
$ 939,684 $ 899,815
===============================================================================================
</TABLE>
34
<PAGE>
(2) REAL ESTATE INVENTORIES (Continued)

At June 30, 1997, the Company had 403 completed homes and 516 homes
under construction that were not subject to a sales contract. These
homes represented $30.9 million and $17.7 million, respectively, of
home construction costs at June 30, 1997. At June 30, 1996 the Company
had 252 completed homes and 480 homes under construction (representing
$20.1 million and $15.0 million, respectively, of home construction
costs) that were not subject to a sales contract.

Included in land and facilities held for future development or sale at
June 30, 1997 were 313 acres of residential land, commercial land and
worship sites that are currently being marketed for sale at the
Company's communities and conventional homebuilding operations.

(3) RECEIVABLES

Receivables are summarized as follows:
<TABLE>
<CAPTION>
In Thousands
at June 30,
------------------------------------------------------------------------------------------------
1997 1996
------------------------------------------------------------------------------------------------
<S> <C> <C>
Escrow funds from home and land sales $ 8,254 $ 7,479
Mortgage loans held for sale 8,629 9,073
Notes from sales of land and facilities 8,424 4,547
Other 3,585 4,063
------------------------------------------------------------------------------------------------
$ 28,892 $ 25,162
================================================================================================
</TABLE>

(4) PROPERTY AND EQUIPMENT, NET

Property and equipment, stated at cost, and related accumulated
depreciation are summarized as follows:
<TABLE>
<CAPTION>
In Thousands
at June 30,
------------------------------------------------------------------------------------------------
1997 1996
------------------------------------------------------------------------------------------------
<S> <C> <C>
Buildings and improvements $ 6,803 $ 9,120
Equipment 40,240 39,133
Land and improvements - 2,839
------------------------------------------------------------------------------------------------
47,043 51,092
Less accumulated depreciation 26,106 23,493
------------------------------------------------------------------------------------------------
$ 20,937 $ 27,599
================================================================================================
</TABLE>
35
<PAGE>
(5) OTHER ASSETS

Other assets are summarized as follows:
<TABLE>
<CAPTION>
In Thousands
at June 30,
------------------------------------------------------------------------------------------------
1997 1996
------------------------------------------------------------------------------------------------
<S> <C> <C>
Pre-acquisition costs $ 30,876 $ 10,141
Cash surrender value of life insurance policies 20,083 15,500
Prepaid expenses 5,903 5,760
Utility deposits 4,971 5,965
Other 4,075 3,901
------------------------------------------------------------------------------------------------
$ 65,908 $ 41,267
================================================================================================
</TABLE>

(6) NOTES PAYABLE, SENIOR AND SUBORDINATED DEBT

Notes payable, senior and subordinated debt consists of the following:
<TABLE>
<CAPTION>
In Thousands
at June 30,
------------------------------------------------------------------------------------------------
1997 1996
------------------------------------------------------------------------------------------------
<S> <C> <C>
10 7/8% Senior Notes, net $ - $ 97,475
9 3/4% Senior Subordinated Debentures due 2003, net 97,670 97,259
9% Senior Subordinated Debentures due 2006, net 97,628 97,355
9 3/4% Senior Subordinated Debentures due 2008, net 144,889 -
Notes payable to banks under a revolving credit facility
and short-term lines of credit 185,990 193,000
Real estate and other notes, variable interest rates from
prime to prime plus 1% and fixed rates from 7.38%
to 10.21%, maturities to 2004 36,891 29,588
------------------------------------------------------------------------------------------------
$ 563,068 $ 514,677
================================================================================================
</TABLE>

In April 1992 the Company completed a public offering of $100 million
of Senior Notes and on March 31,1997, redeemed at par all $100 million
of these outstanding Senior Notes. In connection with this early
redemption, the Company recognized an extraordinary loss of $1.3
million, which represented the unamortized discount and debt issue
costs for the Senior Notes, net of a $0.7 million tax benefit.

In March 1993 the Company completed a public offering of $100 million
of Senior Subordinated Debentures, which are shown net of unamortized
deferred financing costs and discount. These Debentures are due on
March 1, 2003 and have a stated interest rate of 9 3/4 percent per
year. Interest is payable semi-annually on March 1 and September 1. The
annual effective interest rate of the Debentures, after giving effect
to the amortization of deferred financing costs and discount, is 10.2
percent. The Debentures may be redeemed by the Company on or after
March 1, 1998, 1999 and 2000 at 104.875, 102.4375 and 100 percent,
respectively, of the principal amount of the Debentures redeemed, plus
accrued and unpaid interest to the redemption date. 36
<PAGE>
(6) NOTES PAYABLE, SENIOR AND SUBORDINATED DEBT (Continued)

In February 1994 the Company completed a public offering of $100
million of Senior Subordinated Debentures, which are shown net of
unamortized deferred financing costs. These Debentures are due on
February 15, 2006 and have a stated interest rate of 9 percent per
year. Interest is payable semi-annually on February 15 and August 15.
The annual effective interest rate of the Debentures, after giving
effect to the amortization of deferred financing costs, is 9.3 percent.
The Debentures may be redeemed by the Company on or after February 15,
1999, 2000, 2001, 2002 and 2003 at 104.500, 103.375, 102.250, 101.125
and 100 percent, respectively, of the principal amount of the
Debentures redeemed, plus accrued and unpaid interest to the redemption
date.

In January 1997 the Company completed a public offering of $150 million
of Senior Subordinated Debentures, which are shown net of unamortized
deferred financing costs and discount. These Debentures are due on
January 15, 2008 and have a stated interest rate of 9 3/4 percent per
year. Interest is payable semi-annually on January 15 and July 15. The
annual effective interest rate of the Debentures, after giving effect
to the amortization of deferred financing costs and discount, is 10.1
percent. The Debentures may be redeemed by the Company on or after
January 15, 2002, 2003, 2004 and 2005 at 104.875, 103.250, 101.625 and
100 percent, respectively, of the principal amount of the Debentures
redeemed, plus accrued and unpaid interest to the redemption date.

In March 1994 the Company established a $125 million senior unsecured
revolving credit facility. The facility was increased to $175 million
in November 1994, $300 million in June 1995 and $350 million in July
1996. If the revolving credit facility is not subsequently amended, its
capacity will begin declining in June 1998 through its maturity in
December 2000. Borrowings under this facility bear interest at the
prime rate or, if the Company selects, at the Eurodollar rate plus 1.70
percent. The effective interest rate on borrowings outstanding under
the senior unsecured revolving credit facility at June 30, 1997 was 7.9
percent.

The senior unsecured revolving credit facility and the indentures for
the Company's publicly-held debt contain covenants which, taken
together and among other things, limit investments in unentitled land
and unsold homes, conventional homebuilding assets, dividends, stock
repurchases, incurrence of indebtedness and certain acquisitions and
which could, depending on the circumstances, affect the Company's
ability to borrow in the future.

At June 30, 1997 the Company had $174.0 million outstanding under its
$350 million senior unsecured revolving credit facility and $12.0
million outstanding under its $20 million of short-term lines of
credit.

The estimated fair values at June 30, 1997 of the Company's 9 3/4%
Senior Subordinated Debentures due 2003, 9% Senior Subordinated
Debentures due 2006 and 9 3/4% Senior Subordinated Debentures due 2008
were $98.8 million, $102.9 million and $154.5 million, respectively.
The estimated fair values at June 30, 1996 of the Company's Senior
Notes, 9 3/4% Senior Subordinated Debentures due 2003 and 9% Senior
Subordinated Debentures due 2006 were $101.5 million, $100.0 million
and $92.5 million, respectively.

The principal payment requirements (in thousands) on debt for the next
five years ended June 30 are as follows:

1998 $ 29,761
1999 $ 77,957
2000 $ 70,595
2001 $ 35,871
2002 $ 1,909

37
<PAGE>
(7) INCOME TAXES

Components of Income Taxes
--------------------------

The components of income taxes on earnings before the extraordinary
item are:
<TABLE>
<CAPTION>
In Thousands
Year Ended June 30,
------------------------------------------------------------------------------------------------
1997 1996 1995
------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Current:
Federal $ 14,029 $ 11,333 $ (3,336)
State 2,208 2,304 1,876
------------------------------------------------------------------------------------------------
16,237 13,637 (1,460)
------------------------------------------------------------------------------------------------
Deferred:
Federal 6,854 (15,084) 15,953
State (768) (2,726) 848
------------------------------------------------------------------------------------------------
6,086 (17,810) 16,801
------------------------------------------------------------------------------------------------
$ 22,323 $ (4,173) $ 15,341
================================================================================================
</TABLE>

In the year ended June 30, 1997, the Company also recognized a $0.7
million income tax benefit related to the extraordinary loss from
extinguishment of debt.

Components of Deferred Income Taxes
-----------------------------------

The components of deferred income taxes are as follows:
<TABLE>
<CAPTION>
In Thousands
Year Ended June 30,
------------------------------------------------------------------------------------------------
1997 1996 1995
------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Change in net operating loss carryforwards $ (451) $ (201) $ 15,164
Change in loss provisions for discontinued
operations 2,982 1,854 3,556
Change in basis differences of real estate 2,802 (18,214) 9,721
Deferred compensation (1,422) (1,087) (237)
Amortization of short period loss - 486 76
Accelerated depreciation 2,094 4,245 (6,037)
Change in tax credit carryforwards 3,051 - -
Change in deferred tax asset valuation allowance (473) - (2,744)
Other (2,497) (4,893) (2,698)
------------------------------------------------------------------------------------------------
$ 6,086 $ (17,810) $ 16,801
================================================================================================
</TABLE>

The deferred income tax benefit for fiscal 1996, and the related
deferred tax asset at June 30, 1996, resulted from the non-cash loss
from impairment of southern California real estate inventories
recognized by the Company in fiscal 1996 (see Note 13).

The 1997 and 1995 reductions in the deferred tax asset valuation
allowance resulted from additional years of operating earnings
generated by the Company, which increased the portion of the gross
deferred tax asset that the Company believed would more likely than not
be realized.
38
<PAGE>
(7) INCOME TAXES (Continued)

Deferred Tax Assets and Liabilities

Deferred tax assets and liabilities have been recognized in the
consolidated balance sheets due to temporary differences and
carryforwards as follows:
<TABLE>
<CAPTION>
In Thousands
at June 30,
------------------------------------------------------------------------------------------------
1997 1996
------------------------------------------------------------------------------------------------
<S> <C> <C>
Deferred tax assets:
Net operating loss carryforwards $ 652 $ 201
Tax credit carryforwards - 3,051
Liabilities of discontinued operations,
principally due to loss provisions 4,597 7,579
Property and equipment, principally due
to differences in depreciation 5,130 7,224
State income taxes 2,586 2,886
Deferred compensation 6,796 5,374
Accruals 11,630 8,903
Other 1,141 766
------------------------------------------------------------------------------------------------
32,532 35,984
Valuation allowance 3,389 3,862
------------------------------------------------------------------------------------------------
29,143 32,122
------------------------------------------------------------------------------------------------
Deferred tax liabilities:
Real estate, principally due to basis differences 21,087 18,285
Other 1,530 1,225
------------------------------------------------------------------------------------------------
22,617 19,510
------------------------------------------------------------------------------------------------
Net deferred income taxes $ 6,526 $ 12,612
================================================================================================
</TABLE>

Reconciliation of Effective Income Taxes
----------------------------------------

Income taxes differ from the amounts computed using the federal
statutory income tax rate as a result of the following:
<TABLE>
<CAPTION>
In Thousands
Year Ended June 30,
------------------------------------------------------------------------------------------------
1997 1996 1995
------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Expected taxes at current federal statutory
income tax rate $ 21,703 $ (4,173) $ 15,341
State income taxes, net of federal benefit 2,856 (274) 1,771
Federal and state tax credits (2,210) (2,580) -
Adjustments due to the settlement of audits and
resolution of issues 252 2,407 718
Change in deferred tax asset valuation allowance (473) - (2,744)
Other 195 447 255
------------------------------------------------------------------------------------------------
Income taxes $ 22,323 $ (4,173) $ 15,341
================================================================================================
</TABLE>
39
<PAGE>
(7) INCOME TAXES (Continued)

Carryforward
------------

At June 30, 1997 the Company had a state net operating loss
carryforward of $13.0 million that expires in fiscal 2010.

(8) EQUITY TRANSACTIONS

In August 1995 the Company publicly sold 2,474,900 shares of its common
stock. The net proceeds of $45.3 million were used to repay a portion
of the indebtedness then outstanding under the Company's senior
unsecured revolving credit facility.

In November 1994 the Company changed its state of incorporation from
Arizona to Delaware. In connection with this reincorporation, the
common stock changed from common stock without par value to common
stock with a par value of $.001 per share, which resulted in a
consolidated balance sheet reclassification within shareholders' equity
from common stock to additional paid-in capital. There was no impact on
total shareholders' equity as a result of the reincorporation.

(9) COMMON STOCK RESERVED

The Company has five stock option plans: the 1981 Stock Option Plan
(under which no grants can be made subsequent to December 31, 1991),
the 1986 Stock Option and Stock Appreciation Rights (SAR) Plan (under
which no grants can be made subsequent to December 31, 1995) and the
1991, 1993 and 1995 Executive Long-Term Incentive Plans (1991 ELTIP,
1993 ELTIP and 1995 ELTIP, which cover both options and restricted
stock grants). Options under each of these plans are granted to key
employees to purchase shares of the Company's common stock at a price
not less than the current market price at the date of the grant. The
options are exercisable over a ten-year period from the date of the
grant. Shares authorized for grant under the 1991 ELTIP total 750,000.
Shares authorized for grant under the 1993 ELTIP total 1,200,000, of
which no more than 450,000 may be used for restricted stock grants.
Shares authorized for grant under the 1995 ELTIP total 1,200,000, of
which no more than 100,000 may be used for restricted stock grants.

The Company has the 1991 Directors' Stock Plan and the 1995 Director
Stock Plan, under which options may be granted to the Directors of the
Company to purchase shares of the Company's common stock at a price not
less than the current market price at the date of grant. Under these
plans the Directors may elect to defer some or all of their annual
retainers and receive restricted stock or stock options at prices that,
when combined with the amounts of deferred retainers, equal the current
market price at the date of the grant. Shares authorized under these
plans total 75,000 per plan.
40
<PAGE>
(9) COMMON STOCK RESERVED (Continued)

Effective in fiscal 1997 the Company adopted the disclosure
requirements of SFAS No. 123, "Accounting for Stock-Based
Compensation." As permitted under SFAS No. 123, the Company will
continue to measure stock-based compensation expense as the excess of
the market price at the grant date over the amount the employee must
pay for the stock.

SFAS No. 123 requires disclosure of pro forma net earnings and pro
forma net earnings per share as if the fair value based method had been
applied in measuring compensation expense for awards granted in fiscal
1997 and 1996. Management believes that the fiscal 1997 and 1996 pro
forma amounts may not be representative of the effects of stock-based
awards on future pro forma net earnings and pro forma net earnings per
share because those pro forma amounts exclude the pro forma
compensation expense related to unvested stock options granted before
fiscal 1996.

Reported and pro forma net earnings (loss), in thousands, and net
earnings (loss) per share amounts for the years ended June 30, 1997 and
1996 are set forth below:
<TABLE>
<CAPTION>
1997 1996
------------------------------------------------------------------------------------------------
<S> <C> <C>
Reported:
Net earnings (loss) $ 38,401 $ (7,751)
Net earnings (loss) per share 2.15 (0.44)

Pro forma:
Net earnings (loss) 37,777 (8,056)
Net earnings (loss) per share 2.11 (0.46)
------------------------------------------------------------------------------------------------
</TABLE>

The fair values of the options granted were estimated on the date of
their grant using the Black-Scholes option pricing model based on the
following weighted average assumptions:
<TABLE>
<CAPTION>
1997 1996
------------------------------------------------------------------------------------------------
<S> <C> <C>
Risk free interest rate 6.26% 5.84%
Expected life (in years) 7.4 7.4
Expected volatility 27% 32%
Expected dividend yield 1.17% 1.16%
------------------------------------------------------------------------------------------------
</TABLE>
41
<PAGE>
(9) COMMON STOCK RESERVED (Continued)

Stock option activity for the years ended June 30, 1997, 1996 and 1995
is summarized as follows:
<TABLE>
<CAPTION>
1997 1996 1995
-------------------------------------------------------------------------------
Weighted Weighted Weighted
Average Average Average
Exercise Exercise Exercise
Options Price Options Price Options Price
----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Options outstanding,
beginning of year 1,801,288 $ 14.82 1,438,470 $ 13.19 1,248,019 $ 12.49
Granted 339,665 16.39 388,201 20.83 325,720 15.99
Exercised (94,017) 11.93 (12,883) 11.52 (72,785) 12.12
Canceled (65,323) 17.89 (12,500) 17.68 (62,484) 14.88
----------------------------------------------------------------------------------------------------------
Options outstanding,
end of year 1,981,613 $ 15.12 1,801,288 $ 14.82 1,438,470 $ 13.19

==========================================================================================================

Options exercisable
at end of year 1,287,530 $ 13.49 1,145,236 $ 12.70 925,528 $ 12.03
==========================================================================================================

Weighted average fair
value of options granted
during the year $ 6.46 $ 8.73
===============================================================================
</TABLE>

Stock options outstanding at June 30, 1997 were as follows:
<TABLE>
<CAPTION>
Options Outstanding Options Exercisable
----------------------------------------------------------------------------------------------------------
Weighted
Average Weighted Weighted
Range of Exercise Remaining Average Exercise Average Exercise
Price Options Contractual Life Price Options Price
----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
$5.63 - $9.89 193,948 3.6 years $ 8.47 193,948 $ 8.47
$10.13 - $14.75 694,253 3.9 12.73 694,253 12.73
$15.71 - $19.38 739,352 7.9 16.38 323,858 16.43
$20.56 - $20.88 354,060 8.4 20.86 75,471 20.85
------------------ -----------------
1,981,613 6.1 years $ 15.12 1,287,530 $ 13.49
==========================================================================================================
</TABLE>

Shares granted, net of cancellations, under the Company's restricted
stock plans during the years ended June 30, 1997, 1996 and 1995
aggregated 109,200 shares, 163,380 shares and 148,901 shares,
respectively. The Company recognized compensation expense of $1.7
million, $1.8 million and $1.6 million related to shares granted under
the restricted stock plans for the years ended June 30, 1997, 1996 and
1995, respectively.

(10) DEFINED CONTRIBUTION PLAN

The Company sponsors a defined contribution retirement savings plan
that covers substantially all employees of the Company after completion
of six months of service. Company contributions to this plan, which
include amounts based on a percentage of employee contributions as well
as discretionary contributions, were $2.6 million, $2.0 million and
$1.5 million for the years ended June 30, 1997, 1996 and 1995,
respectively.
42
<PAGE>
(11) REVENUES AND COSTS AND EXPENSES

The components of revenues and costs and expenses:
<TABLE>
<CAPTION>
In Thousands
Year Ended June 30,
- ---------------------------------------------------------------------------------------------------------
1997 1996 1995
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Revenues:
Homebuilding:
Communities $ 906,523 $ 794,671 $ 620,012
Conventional 237,566 217,158 144,469
- ---------------------------------------------------------------------------------------------------------
Total homebuilding 1,144,089 1,011,829 764,481

Land and facility sales 31,289 29,525 31,892
Other 10,884 9,379 6,746
- ---------------------------------------------------------------------------------------------------------
$ 1,186,262 $ 1,050,733 $ 803,119
=========================================================================================================

Costs and expenses:
Home construction and land:
Communities $ 682,873 $ 597,014 $ 459,258
Conventional 202,054 184,532 121,915
- ---------------------------------------------------------------------------------------------------------
Total homebuilding 884,927 781,546 581,173

Cost of land and facility sales 26,051 23,227 28,847
Other cost of sales 2,894 3,215 4,827
- ---------------------------------------------------------------------------------------------------------
Total home construction, land and other 913,872 807,988 614,847

Interest 49,457 42,354 31,205
Selling, general and administrative 160,924 147,315 113,235
Loss from impairment of southern California real
estate inventories - 65,000 -
- ---------------------------------------------------------------------------------------------------------
$ 1,124,253 $ 1,062,657 $ 759,287
=========================================================================================================
</TABLE>

(12) INTEREST

The following table shows the components of interest:
<TABLE>
<CAPTION>
In Thousands
Year Ended June 30,
- ---------------------------------------------------------------------------------------------------------
1997 1996 1995
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Interest incurred and capitalized $ 51,917 $ 52,022 $ 46,641
=========================================================================================================
Amortization of capitalized interest in costs and
expenses $ 49,457 $ 42,354 $ 31,205
=========================================================================================================
Unamortized capitalized interest included in real
estate inventories at year end $ 46,121 $ 43,661 $ 55,793
=========================================================================================================

Interest income $ 1,510 $ 1,017 $ 581
=========================================================================================================
</TABLE>

Unamortized capitalized interest included in real estate inventories at
June 30, 1996 was reduced by $21.8 million, the portion of the non-cash
loss from impairment of southern California real estate inventories
allocated to unamortized capitalized interest (see Note 13). Interest
income is included in other revenues.
43
<PAGE>
(13) IMPAIRMENT OF SOUTHERN CALIFORNIA REAL ESTATE INVENTORIES

In connection with its adoption of SFAS No. 121 in fiscal 1996, the
Company incurred a non-cash loss from impairment of southern California
real estate inventories in the amount of $65.0 million ($42.3 million
after tax) related to the valuation of its Sun City Palm Desert active
adult community (see Note 1).

In the first six months of fiscal 1996, net new orders at Sun City Palm
Desert were substantially below both the comparable period of the prior
fiscal year and the Company's expectations. Although the Company was
encouraged by net new orders significantly greater in the first 45 days
of the third quarter of fiscal 1996 than in the comparable period in
the prior fiscal year, a lower than anticipated level of net new orders
was expected in the remainder of fiscal 1996 and net new orders for all
of fiscal 1996 were anticipated to be lower than in prior fiscal years.
Additionally, a national home builder was developing an active adult
community near Sun City Palm Desert, which was expected to cause
additional competitive pressures at that community. Based on these and
other factors, the Company reduced its estimate with respect to net new
orders and closings in the fiscal years ending June 30, 1997 and beyond
to below the levels achieved in the three fiscal years ended June 30,
1995. This resulted in expected future net cash flows (undiscounted and
without interest charges) at Sun City Palm Desert being less than the
book value of the asset. As required by SFAS No. 121, the Company
therefore recorded in fiscal 1996 a non-cash loss from impairment of
southern California real estate inventories to reflect Sun City Palm
Desert at its estimated fair value. Fair value was estimated based upon
an evaluation of comparable market prices and discounted expected
future cash flows.

(14) CONTINGENT LIABILITIES AND COMMITMENTS

The Company is a party to various legal proceedings arising in the
ordinary course of business. While it is not feasible to predict the
ultimate disposition of these matters, it is the opinion of management
that their outcome will not have a material adverse effect on the
financial condition of the Company.

The Company has issued surety bonds and standby letters of credit
aggregating $94.4 million at June 30, 1997.

The Company leases from third parties, under operating leases, office
space, models, apartment units which it rents to prospective customers
at its active adult communities, automobiles and certain other
equipment. The leases are generally renewable at the Company's option
for additional periods. Total rent expense incurred by the Company was
$7.5 million, $6.9 million and $4.8 million for the years ended June
30, 1997, 1996 and 1995, respectively.

Minimum lease payments (in thousands) to be made by the Company under
non-cancelable lease agreements are as follows:

1998 $ 5,451
1999 3,640
2000 2,678
2001 2,342
2002 1,962
Later years 6,193
-----------
$ 22,266
===========
44
<PAGE>
(15) QUARTERLY FINANCIAL INFORMATION (Unaudited)

Quarterly financial information for the years ended June 30, 1997 and
1996 is presented below. The sum of the individual quarterly data may
not equal the annual data due to rounding and fluctuations in weighted
average shares outstanding on a quarter-to-quarter basis.
<TABLE>
<CAPTION>
In Thousands Except Per Share Data
Three Months Ended
------------------------------------------------------------------------------------------------
June 30, March 31, December 31, September 30,
1997 1997 1996 1996
------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Revenues $ 347,968 $ 280,317 $ 293,682 $ 264,295
Earnings before extraordinary
item 13,319 9,576 10,799 5,992
Net earnings 13,319 8,291 10,799 5,992
Earnings per share before
extraordinary item .75 .54 .60 .33
Net earnings per share .75 .46 .60 .33
------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------
June 30, March 31, December 31, September 30,
1996 1996 1995 1995
------------------------------------------------------------------------------------------------
Revenues $ 348,942 $ 256,014 $ 239,459 $ 206,318
Net earnings (loss) 11,945 (35,385) 9,155 6,534
Net earnings (loss) per share .67 (2.02) .51 .39
------------------------------------------------------------------------------------------------
</TABLE>

The net loss in the quarter ended March 31, 1996 resulted from the
non-cash loss from impairment of southern California real estate
inventories related to the valuation of the Company's Sun City Palm
Desert active adult community (see Note 13).
45
<PAGE>
DEL WEBB CORPORATION AND SUBSIDIARIES SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS -----------
Years ended June 30, 1997, 1996 and 1995
<TABLE>
<CAPTION>
In Thousands
- --------------------------------------------------------------------------------------------------------------------
Additions Additions
Balance at Charged to Charged to
Beginning of Costs and Other Balance at
Classification Year Expenses Accounts Deductions End of Year
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1997
- ----
Reserve for residential land development project $ 7,126 $ 365 $ - $ - $ 7,491
Deferred tax asset valuation allowance 3,862 - - 473 3,389
Reserves for disposal costs of discontinued
operations 12,209 - - 1,827 10,382
- --------------------------------------------------------------------------------------------------------------------
$ 23,197 $ 365 $ - $ 2,300 $ 21,262
====================================================================================================================

1996
- ----
Reserve for residential land development project $ 8,264 $ - $ - $ 1,138 $ 7,126
Deferred tax asset valuation allowance 3,862 - - - 3,862
Reserves for disposal costs of discontinued
operations 27,855 - - 15,646 12,209
- --------------------------------------------------------------------------------------------------------------------
$ 39,981 $ - $ - $ 16,784 $ 23,197
====================================================================================================================

1995
- ----
Reserve for residential land development project $ 6,738 $ 1,526 $ - $ - $ 8,264
Deferred tax asset valuation allowance 6,606 - - 2,744 3,862
Reserves for disposal costs of discontinued
operations 29,155 - - 1,300 27,855
- --------------------------------------------------------------------------------------------------------------------
$ 42,499 $ 1,526 $ - $ 4,044 $ 39,981
====================================================================================================================
</TABLE>
46
<PAGE>
DEL WEBB CORPORATION
Report on Form 10-K For The
Year Ended June 30, 1997

10-K EXHIBIT INDEX
------------------
NON-FINANCIAL STATEMENT EXHIBITS
--------------------------------

Exhibit
Number
- ------

3.0 Amended and Restated Certificate of Incorporation of the
Registrant, incorporated by reference to Exhibit 99.0 to
Registrant's Report on Form 10-Q for the quarter ended
September 30, 1994.

3.1 The Bylaws of the Registrant effective November 1, 1994; as
amended on February 13, 1996, incorporated by reference to
Exhibit 3.1 to Registrant's Report on Form 10-K for the year
ended June 30, 1996.

4.1 Indenture dated as of April 15, 1992 between Registrant and
United States Trust Company of New York, as Trustee, defining
the rights of holders of the 10 7/8% Senior Notes due 2000,
incorporated by reference to Registration Statement No.
33-45703. Notes have been redeemed.

4.2 Indenture dated as of March 8, 1993 between Registrant and
Fidelity Trust Company, New York, as Trustee, defining the
rights of the holders of the 9 3/4% Senior Subordinated
Debentures due 2003, incorporated by reference to Registration
Statement No. 33-56898.

4.3 Indenture dated as of February 4, 1994, between Registrant and
The Bank of New York, as Trustee, defining the rights of the
holders of the 9% Senior Subordinated Debentures due 2006
incorporated by reference to Registration Statement No.
33-68732.

4.4 Indenture dated as of January 21, 1997, between Registrant,
State Street Bank and Trust Company, as Trustee, defining the
rights of the holders of the 9 3/4% Senior Subordinated
Debentures due 2008 incorporated by reference to Registrant's
Report on Form 8-K dated January 21, 1997.

10.1 Sample Change of Control Agreement between Registrant and
certain of its officers with schedule setting forth the
differences.
<PAGE>
10.2 Employment and Consulting Agreement dated July 10, 1996,
between the Registrant and Philip J. Dion, incorporated by
reference to Exhibit 10.2 to Registrant's Report on Form 10-K
for the year ended June 30, 1996.

10.6 Office Lease Agreement between Western Plaza Investors, L.P.
and Registrant dated April 20, 1994 incorporated by reference
to Registrant's Report on Form 10-K for the year ended June
30, 1994; as amended by the First Amendment to Lease dated
February 29, 1996, incorporated by reference to Exhibit 10.6
to Registrant's Report on Form 10-K for the year ended June
30, 1996.

10.7 Del Webb Corporation Deferred Compensation Plan effective June
1, 1993, incorporated by reference to Exhibit 10.7 to
Registrant's Report on Form 10-K for the year ended June 30,
1993.

10.8 Key Executive Life Insurance Plan II dated April 1, 1992,
incorporated by reference to Exhibit 10.8 to Registrant's
Report on Form 10-K for the year ended June 30, 1992; as
amended on November 8, 1994, incorporated by reference to
Exhibit 10.8 to Registrant's Report on Form 10-K for the year
ended June 30, 1996.

10.9 Key Executive Life Insurance Plan dated May 15, 1991,
incorporated by reference to Exhibit 10.10 to Registrant's
Report on Form 10-K for the year ended June 30, 1991; as
amended on November 18, 1994, incorporated by reference to
Exhibit 10.9 to Registrant's Report on Form 10-K for the year
ended June 30, 1996.

10.10 Del Webb Corporation Executive Long-Term Incentive Plan
adopted November 20, 1991, incorporated by reference to
Registrant's Report on Form 10-K for the year ended June 30,
1992; and First Amendment to the Executive Long-Term Incentive
Plan dated June 30, 1993, incorporated by reference to Exhibit
10.10 to Registrant's Report on Form 10-K for the year ended
June 30, 1993; as amended by the Second Amendment to the
Executive Long-Term Incentive Plan dated June 20, 1996.

10.11 Del Webb Corporation 1993 Executive Long Term Incentive Plan
dated March 17, 1994, incorporated by reference to Exhibit
10.11 to Registrant's Report on Form 10-K for the year ended
June 30, 1994; as amended by the First Amendment to the 1993
Executive Long-Term Incentive Plan dated June 20, 1996.
2
<PAGE>
10.13 Del Webb Corporation Supplemental Executive Retirement Plan
No. 1, as amended and restated April 20, 1993, incorporated by
reference to Exhibit 10.12 to Registrant's Report on Form 10-K
for the year ended June 30, 1993; as amended by First
Amendment to the Del Webb Corporation Supplemental Executive
Retirement Plan No. 1 effective July 1, 1995, incorporated by
reference to Exhibit 10.13 to Registrant's Report on Form 10-K
for the year ended June 30, 1995.

10.14 Del Webb Corporation Director Stock Plan dated November 20,
1991, incorporated by reference to Exhibit 10.13 to
Registrant's Report on Form 10-K for the year ended June 30,
1993.

10.15 Amended and Restated Revolving Loan Agreement by and among Del
Webb Corporation and Bank of America National Trust and
Savings Association as Agent, and Bank One Arizona, NA, as
Co-Agent, dated June 27, 1995; as amended by the Second
Amendment to the Amended and Restated Revolving Loan Agreement
effective July 22, 1996, incorporated by reference to Exhibit
10.15 to Registrant's Report on Form 10-K for the year ended
June 30, 1996; as amended by the Third Amendment to the
Amended and Restated Revolving Loan Agreement effective March
31, 1997; as amended by the Fourth Amendment to the Amended
and Restated Revolving Loan Agreement effective April 29,
1997.

10.16 Current list of participants to the Del Webb Corporation
Supplemental Executive Retirement Plan No. 2, as amended and
restated April 20, 1993, incorporated by reference to Exhibit
10.16 to Registrant's Report on Form 10-K for the year ended
June 30, 1993; as amended by First Amendment to the Del Webb
Corporation Supplemental Executive Retirement Plan No. 2
effective July 1, 1995, incorporated by reference to Exhibit
10.16 to Registrant's Report on Form 10-K for the year ended
June 30, 1995.

10.17 Senior Officer Medical and Dental Reimbursement Plan, as
amended and restated November 16, 1992, incorporated by
reference to Exhibit 10.17 to Registrant's Report on Form 10-K
for the year ended June 30, 1993.

10.18 1981 Stock Option Plan, as amended October 29, 1981; as
amended January 29, 1987, as amended by the Third Amendment to
the Del Webb Corporation 1981 Stock Option Plan dated June 30,
1993, incorporated by reference to Exhibit 10.18 to
Registrant's Report on Form 10-K for the year ended June 30,
1993.
3
<PAGE>
10.19 1986 Stock Option and SAR Plan of the Del Webb Corporation, as
amended January 27, 1987; as amended by the Second Amendment
to the 1986 Stock Option and SAR Plan dated June 30, 1993,
incorporated by reference to Exhibit 10.19 to Registrant's
Report on Form 10-K for the year ended June 30, 1993.

10.23 Del E. Webb Corporation Umbrella Trust dated June 11, 1987, as
amended by Amendment Number One to the Del Webb Corporation
Umbrella Trust dated February 8, 1989, and Amendment Number
Two to Del Webb Corporation Umbrella Trust dated March 14,
1990, incorporated by reference to Exhibit 10.23 to
Registrant's Report on Form 10-K for the year ended June 30,
1996.

10.24 Sample Directors and Officers Indemnification Agreement
between Registrant and its directors and officers with list of
such directors and officers.

10.25 Del Webb Corporation 1995 Executive Long-Term Incentive Plan
adopted July 13, 1995, incorporated by reference to Exhibit
10.25 to Registrant's Report on Form 10-K for the year ended
June 30, 1995; as amended by the First Amendment to the 1995
Executive Long-Term Incentive Plan dated June 20, 1996.

10.26 Del Webb Corporation 1995 Director Stock Plan adopted July 13,
1995, incorporated by reference to Exhibit 10.26 to
Registrant's Report on Form 10-K for the year ended June 20,
1995.

10.27 Del Webb Corporation 1995 Executive Management Incentive Plan
adopted July 13, 1995, incorporated by reference to Exhibit
10.27 to Registrant's Report on Form 10-K for the year ended
June 30, 1995.

10.28 Del Webb Corporation Management Incentive Plan Fiscal 1998
(July 1, 1997 - June 30, 1998).

10.29 Amended and Restated Certificate and Agreement of Limited
Partnership of New Mexico Asset Limited Partnership effective
June 18, 1996, incorporated by reference to Exhibit 10.29 to
Registrant's Report on Form 10-K for the year ended June 30,
1996.

10.30 Supplemental Executive Retirement Plan No. 1 Participation
Agreement between the Registrant and Philip J. Dion Amended
and Restated effective July 25, 1996, incorporated by
reference to Exhibit 10.30 to Registrant's Report on Form 10-K
for the year ended June 30, 1996.
4
<PAGE>
10.31 1996/97 Executive Management Incentive Plan Award Agreement
between the Registrant and Philip J. Dion dated August 21,
1996.

10.32 Key Executive Life Plan Plus dated August 23, 1995,
incorporated by reference to Exhibit 10.32 to Registrant's
Report on Form 10-K for the year ended June 30, 1996.

10.33 Key Executive Life Plan 1995 dated October 5, 1995,
incorporated by reference to Exhibit 10.33 to Registrant's
Report on Form 10-K for the year ended June 30, 1996.

10.34 Group Term Carve-Out Plan dated November 18, 1994,
incorporated by reference to Exhibit 10.34 to Registrant's
Report on Form 10-K for the year ended June 30, 1996.

10.35 Employment Agreement dated April 11, 1997 between the
Registrant and Joseph F. Contadino.

10.36 Employment Agreement dated April 11, 1997 between the
Registrant and John H. Gleason.

10.37 Employment Agreement dated April 11, 1997 between the
Registrant and LeRoy C. Hanneman.

10.38 Employment Agreement dated April 11, 1997 between the
Registrant and Anne L. Mariucci.

10.39 Supplemental Executive Retirement Plan No. 1 Participation
Agreement as of April 11, 1997 between the Registrant and
Joseph F. Contadino.

10.40 Supplemental Executive Retirement Plan No. 1 Participation
Agreement as of April 11, 1997 between the Registrant and John
H. Gleason.

10.41 Supplemental Executive Retirement Plan No. 1 Participation
Agreement as of April 11, 1997 between the Registrant and
LeRoy C. Hanneman.

10.42 Supplemental Executive Retirement Plan No. 1 Participation
Agreement as of April 11, 1997 between the Registrant and Anne
L. Mariucci.

21.0 Subsidiaries of the Registrant.

23.0 Consent of Experts.

27 Financial Data Schedule.
5

Exhibit 10.1

Sample Change of Control Agreement

Date

Name
Address

Dear _____:

The Board of Directors of Del Webb Corporation (the "Corporation") and the Human
Resources Committee (the "Committee") of the Board have determined that it is in
the best interest of the Corporation and its shareholders for the Corporation to
agree, as provided herein, to pay you termination compensation in the event you
should leave the employ of the Corporation or a Subsidiary under the
circumstances described below. Reference in this letter to your employment by or
with the Corporation shall be deemed to include employment by or with a
Subsidiary.

The Board and Committee recognize that the continuing possibility of a change in
the control of the Corporation is unsettling to you and other senior executives
of the Corporation. Therefore, these arrangements are being made to help assure
a continuing dedication by you to your duties to the Corporation notwithstanding
the occurrence or potential occurrence of a change in control. In particular,
the Board and the Committee believe it important, should the Corporation receive
proposals from third parties with respect to its future, to enable you, without
being influenced by the uncertainties of your own situation, to assess and to
take such other action regarding such proposals as the Board might determine to
be appropriate. The Board and the Committee also wish to demonstrate to
executives of the Corporation and its Subsidiaries that the Corporation is
concerned with the welfare of its executives and intends to see that loyal
executives are provided with the benefits stated herein.

In view of the foregoing and in further consideration of your continued
employment with the Corporation, the Corporation agrees with you as follows:

1. Limited Right to Receive Severance Benefits. In the event that within
twenty-four (24) months after a change of control of the Corporation
(as defined herein) your employment with the Corporation is terminated,
you shall be entitled to the severance benefits provided in Section 3
hereof unless:
<PAGE>
Name - 2 - Date

(a) at that time your employment is terminated by the Corporation,
you have a written employment contract with the Corporation
extending at least _______ months from the date written Notice
of Termination is given you and the Corporation acknowledges
its breach of that agreement and offers you, in cash, an
amount equal to all future payments called for thereunder,
plus all other damages suffered by you as a result of such
termination; or

(b) such termination is (i) because of your death or retirement,
(ii) by the Corporation for cause or your permanent
disability, or (iii) by you, other than for good reason in
accordance with Section 2(e) hereof.

2. Certain Definitions. For purposes of this Agreement:

(a) Change in Control. "Change in control of the Corporation"
shall mean a change in control of a nature that would be
required to be reported in response to Item 6(e) of Schedule
14A of Regulation 14A promulgated under the Securities
Exchange Act of 1934, as amended ("Exchange Act"); provided
that, without limitation, such a change in control shall be
deemed to have occurred if (i) any "person" (as such term is
used in Sections 13(d) and 14(d)(2) of the Exchange Act) is or
becomes the beneficial owner, directly or indirectly, of
securities of the Corporation representing twenty-five percent
(25%) or more of the combined voting power of the
Corporation's then outstanding securities ordinarily (and
apart from rights accruing under special circumstances) having
the right to vote at elections of directors, or (ii) within
two (2) years of a tender offer or exchange offer for the
voting stock of the Corporation (other than by the
Corporation) or as a result of a merger, consolidation, sale
of assets or contested election or any combination of the
foregoing, the persons who were directors of the Corporation
immediately prior thereto shall cease to constitute a majority
of the Board of Directors of the Corporation or of its
successor by merger, consolidation or sale of assets.

(b) Retirement. Termination by the Corporation or you of your
employment based on "Retirement" shall mean (i) voluntary
retirement by you from active full-time employment with any
person or corporation on and after the attainment of
sixty-five (65) years, (ii) voluntary separation because of
retirement from active employment in accordance with the
Corporation's retirement policy in effect as of the date of
Change in Control (including early retirement at your option)
generally applicable to its salaried employees, or (iii) in
accordance with any written retirement policy established by
the Corporation for you with your written consent.
<PAGE>
Name - 3 - Date

(c) Permanent Disability. If, as a result of your incapacity due
to physical or mental illness, you shall have been absent from
your duties with the Corporation or a Subsidiary on a
full-time basis for six (6) months or more and you apply for
and are approved for long-term disability payments under the
Corporation's long-term disability plan, the Corporation may
terminate this Agreement for "Permanent Disability".

Notwithstanding the foregoing, this Agreement may not be
terminated pursuant to this Section 2(c) unless the incapacity
giving rise to such Permanent Disability occurs prior to the
occurrence of an event which might cause amounts to be payable
to you under this Agreement. Once payments have begun pursuant
to any provision of this Agreement, this Agreement may not be
terminated pursuant to this Section 2(c) and such payment
shall not cease or diminish on account of your Permanent
Disability.

(d) Cause. The Corporation shall have "Cause" to terminate your
employment upon (i) the breach by you of any employment
contract between you and the Corporation, or (ii) the
adjudication that you are bankrupt, or (iii) your conviction
of a felony or crime involving moral turpitude (meaning a
crime that necessarily includes the commission of an act of
gross depravity, dishonesty or bad morals).

(e) Good Reason. You may terminate your employment for Good
Reason, and receive the benefits provided in Section 3 hereof,
only if you do so within one hundred twenty (120) days
following the occurrence of any of the events specified in
(i)-(iv) below. Termination of your employment by you for
"Good Reason" shall mean:

(i) without your express written consent, the assignment to
you of any duties that are inconsistent with your
positions, duties, responsibilities and status with the
Corporation immediately prior to a Change in Control, or a
demotion, or a change in your titles or offices as in
effect immediately prior to a Change in Control, or any
removal of you from or any failure to re-elect you to any
of such positions, except in connection with the
termination of your employment for Cause, Permanent
Disability or as a result of your death or by other than
for Good Reason;

(ii) a reduction by the Corporation in your base salary as in
effect on the date hereof or as the same may be increased
from time to time;
<PAGE>
Name - 4 - Date

(iii) the failure by the Corporation to continue in effect any
thrift, incentive or compensation plan, or any pension,
life insurance, health and accident or disability plan in
which you are participating at the time of a Change in
Control of the Corporation (or plans providing you with
substantially similar benefits), the taking of any action
by the Corporation which would adversely affect your
participation in or materially reduce your benefits under
any of such plans or deprive you of any material fringe
benefit enjoyed by you at the time of the change in
control, or the failure by the Corporation to provide you
with the number of paid vacation days to which you are
then entitled on the basis of years of service with the
Corporation in accordance with the Corporation's normal
vacation policy in effect on the date hereof;

(iv) you are assigned to, or the Corporation's office at which
you are principally employed immediately prior to the date
of the Change in Control of the Corporation are relocated
to, a location which would require a round-trip commute to
work from your present residence of more than one hundred
twenty (120) miles per day:

(v) the failure of the Corporation to obtain an agreement
satisfactory to you from any successor to the business, or
substantially all the assets, of the Corporation to assume
this Agreement or issue a substantially similar agreement;

(vi) your termination by the Corporation, purportedly for
Cause, if it is thereafter determined that cause did not
exist under this Agreement with respect to your
termination.

(f) Notice of Termination. Any termination by the Corporation or
you shall be communicated by written notice to the other party
("Notice of Termination"). With respect to any termination by
the Corporation for Cause, Retirement or Disability, or any
termination by you for Good Reason, the Notice of Termination
shall set forth in reasonable detail the facts and
circumstances claimed to provide a basis for such termination.

(g) Subsidiary. "Subsidiary" shall mean any corporation,
partnership, joint venture or other entity in which the
Corporation has a twenty percent (20%) or greater equity
interest.

3. Effect of Termination. If you are entitled to receive severance
benefits pursuant to Section 1 hereof, such severance benefits shall be
as follows:
<PAGE>
Name - 5 - Date

(b) any stock options to purchase common stock of the Corporation
or stock appreciation rights held by you on the date the
Notice of Termination is given, which are not at that date
currently exercisable, shall on that date automatically become
exercisable; and be exercisable for three (3) months after
termination of employment;

(c) all shares of common stock of the Corporation held by you
under the Corporation's Restricted Stock Plans which are still
subject to restrictions on the date the Notice of Termination
is given shall, as of that date, automatically become free of
all restrictions;

(d) a payment of twenty percent (20%) of your Termination Salary
in lieu of fringe benefits.

The Corporation shall be obligated to amend, if necessary, its
Restricted Stock Plans and its plans pursuant to which you have been or
may be granted stock options or stock appreciation rights, or grant
instruments, to be consistent with Section 3(b) and 3(c) of this
Agreement.

Should you, at any time, take legal action, including arbitration,
against the Corporation for breach of this Agreement, the Corporation
shall reimburse you for all amounts spent by you to pursue such legal
action, regardless of the outcome, unless a court of competent
jurisdiction finds your action to have been frivolous and without
merit.

4. Effect on Other Benefits. Except to the extent specified in Section 3
hereof, this Agreement shall not affect your participation in,
distributions from and vested rights under any pension, profit sharing
or other employee benefit plan of the Corporation or any of its
Subsidiaries, which will be governed by the terms of those respective
plans. Any forfeitures you experience under any pension, profit sharing
or stock bonus plans due to your termination shall be paid to you by
the Corporation in cash in the event any payment is made to you
pursuant to Section 3. In the event that
<PAGE>
Name - 6 - Date

on the date your employment with the Corporation is terminated (and
provided you are entitled to severance benefits pursuant to Section 3
hereof) you are provided or are entitled to the use of an automobile
under the Corporation's executive automobile policy, you shall have the
use of such automobile for one (1) year after the date of such
termination of employment, on terms no less favorable than those
contained in such policy prior to such termination of employment. In
addition, for a twelve (12) month period after any termination
entitling you to benefits under Section 3 hereof, the Corporation shall
arrange to provide you with life, disability, accident and group health
benefits and coverages substantially similar to those which you were
receiving immediately prior to the Notice of Termination. The cost to
you of such coverage shall be not more than the cost to you of similar
coverage immediately prior to the Notice of Termination. Your right to
continued life, disability, accident and health benefits shall be in
addition to and not in lieu of your rights under the Consolidated
Omnibus Reconciliation Act of 1986 ("COBRA").

5. Continuation of Employment. This Agreement shall not be construed to
confer upon you any right to continue in the employ of the Corporation
or the Operating Company, and shall not limit any right of the
Corporation or the Operating Company to terminate your employment at
any time in its sole discretion.

6. Entire Agreement. This Agreement supersedes all other agreements and
understandings between us with respect to benefits due to you in
connection with a Change in Control. In the event of the termination of
your employment under circumstances entitling you to the termination
payments hereunder, the arrangements provided for by this Agreement,
together with any written employment contract between you and the
Corporation and any applicable benefit plan of the Corporation or any
of its subsidiaries in effect at the time (as modified by this
Agreement), would constitute the entire obligation of the Corporation
to you and performance thereof would constitute full settlement of any
claim that you might otherwise assert against the Corporation on
account of such termination.

7. Successors and Assigns. This Agreement shall be binding upon and inure
to the benefit of you, your estate and the Corporation and any
successor of the Corporation, but neither this Agreement nor any rights
arising hereunder may be assigned or pledged by you.

8. Miscellaneous. No provisions of this Agreement may be modified, waived
or discharged unless such waiver, modification or discharge is agreed
to in writing, signed by you and such officer as may be specifically
designated by the Board of Directors of the Corporation.
<PAGE>
Name - 7 - Date

No waiver by either party hereto at any time of any breach by the other
party hereto of, or compliance with, any condition or provision of this
Agreement to be performed by such other party shall be deemed a waiver
of similar or dissimilar provisions or conditions at the same time or
at any prior or subsequent time. No agreements or representations, oral
or otherwise, express or implied, with respect to the subject matter
hereof have been made by either party which are not set forth expressly
in this Agreement. The validity, interpretation, construction and
performance of this Agreement shall be governed by the laws of the
State of Arizona.

9. Termination of this Agreement. Prior to a Change in Control of the
Corporation, this Agreement may be unilaterally terminated by the
Corporation upon twelve (12) months prior written notice to you.

10. Arbitration and Litigation. In the event that following a Change in
Control of the Corporation, the Corporation terminates you by reason of
your Permanent Disability or for Cause and you dispute the accuracy of
such assertion of Permanent Disability or Cause, or in the event you
terminate your employment for Good Reason, and the Corporation disputes
the accuracy of such assertion of Good Reason, the accuracy of such
assertion shall be submitted to arbitration in accordance with the then
current commercial arbitration rules of the American Arbitration
Association ("Association") or its successor, provided you or the
Corporation file a written demand for arbitration at a regional office
of the Association within thirty (30) calendar days following the date
of termination. The Corporation shall continue to pay all benefits due
to you under this Agreement during arbitration until a final, binding
determination has been entered relieving the Corporation of its duty to
provide benefits hereunder. In the event the Corporation shall elect to
insure all or part of its liability for providing health and long-term
disability benefits under this paragraph, you shall submit to such
reasonable physical examination as the Company may request. Arbitration
shall be the sole remedy hereunder and the decision of the arbitrator
shall be final and binding.

11. Severability. If any one (1) or more of the provisions or parts of a
provision contained in this Agreement shall for any reason be held to
be invalid, illegal or unenforceable in any respect, such invalidity or
enforceability shall not affect any other provision or part of a
provision of this Agreement, but this Agreement shall be reformed and
construed as if such invalid or illegal or unenforceable provision or
part of a provision had never been contained herein and such provisions
or part thereof shall be reformed so that it would be valid, legal and
enforceable to the maximum extent permitted by law. Any such
reformation shall be read as narrowly as possible to give the maximum
effect to our mutual intentions.
<PAGE>
Name - 8 - Date

12. Mitigation. In the event that your employment is terminated and
payments become due pursuant to this Agreement, you shall have no duty
to mitigate damages or to become re-employed by another employer.

If you are in agreement with the foregoing, please so indicate by signing and
returning to the Corporation the enclosed copy of this letter, whereupon this
letter shall constitute a binding agreement between you and the Corporation in
accordance with its terms.

Very truly yours,

PJD/sd
Enclosure

AGREED:

-----------------------------------
Name

Date: ____________________________
<PAGE>
ELECTION FOR RECEIPT OF INSTALLMENT PAYMENTS
--------------------------------------------

Pursuant to the terms of the Change in Control Agreement dated ________, 19__
between Del Webb Corporation and the undersigned, I elect to have the payments
due me under Section 3(a) of this letter agreement paid to me in equal
semi-monthly installments over a period of eighteen (18) months.

-----------------------------------
Name

Date: ____________________________

State of Arizona )
) ss.
County of Maricopa )

The foregoing instrument was acknowledged before me this _______ day of
____________________, 19___, by [Name].

My Commission Expires ________________. ___________________________________
Notary
<PAGE>
Exhibit 10.1 Sample Change of Control Agreements for certain officers.
Schedule of differences:

1. Limited Right to Receive Severance Benefits. In the event that within
twenty-four (24) months after a change of control of the Corporation
(as defined herein) your employment with the Corporation in terminated,
you shall be entitled to the severance benefits provided in Section 3
hereof unless:

(a) at that time your employment is terminated by the
Corporation,you have a written employment contract with the
Corporation extending at least ________ months (see
differences attached hereto as #1) from the date written
Notice of Termination is given you and the Corporation
acknowledges it s breach of that agreement and offers you, in
cash, an amount equal to all future payments called for
thereunder, plus all other damages suffered by you as a result
of such termination;

3. Effect of Termination. If you are entitled to receive severance
benefits pursuant to Section 1 hereof, such severance benefits shall be
as follows:

(a) you will be entitled to a cash payment in lump sum (or, if you
make an irrevocable election prior to a Change in Control,
payable in equal semi- monthly installments without interest)
equal to __________ times (see differences attached hereto as
#2) the highest annual base salary in effect at any time
during the twelve (12) months prior to the date the Notice of
Termination is given ("Termination Salary"), plus an amount
equal to the greater of the value of all bonuses paid to you
during the twelve (12) month period prior to the giving of
such Notice of Termination, or __________ percent (see
differences attached hereto as #3)of the Termination Salary;
<PAGE>
<TABLE>
<CAPTION>
Contract OR PLUS
Date of Extension Base Salary Bonus
Name Agreement in Months (1) in Years (2) Computation (3)
- ---- --------- ------------- ------------ ---------------
<S> <C> <C> <C> <C>
John
Spencer 5-20-88 24 2 35%

Don
Mickus 5-20-88 24 2 35%

Frank
Pankratz 5-20-88 18 1.5 40%

LeRoy
Hanneman 5-17-89 18 1.5 35%

Anne
Mariucci 5-20-88 18 1.5 35%

Dave
Rau 5-20-88 18 1.5 35%

Chuck
Roach 5-17-89 18 1.5 35%

Jack
Gleason 2-01-90 18 1.5 35%

Joe
Contadino 10-20-92 18 1.5 35%

Rob
Jones 11-16-92 18 1.5 35%

Dave
Schreiner 12-21-92 18 1.5 35%

Lynn
Schuttenberg 4-29-93 18 1.5 35%

Bob
Wagoner 1-26-94 18 1.5 35%

John
Murray 9-25-95 18 1.5 35%

Larry
Beckner 11-1-95 18 1.5 35%

Rich
Vandermeer 11-4-96 18 1.5 35%
</TABLE>

Exhibit 10.10
As Amended
June 30, 1993

As Amended
June 20, 1996

DEL WEBB CORPORATION
EXECUTIVE LONG-TERM INCENTIVE PLAN

ARTICLE 1. ESTABLISHMENT, PURPOSE, AND DURATION

1.1 Establishment of the Plan. Del Webb Corporation, an Arizona
corporation (hereinafter referred to as the "Company"), hereby established an
incentive compensation plan to be known as the "Dell Webb Corporation Executive
Long-Term Incentive Plan" (hereinafter referred to as the "Plan"), as set forth
in this document. The Plan permits the grant of Nonqualified Stock Options,
Incentive Stock Options, Restricted Stock, Performance Units, and other
Share-based Awards.

Upon approval by the Board of Directors of the Company, subject to
ratification by an affirmative vote of a majority of Shares of the Common Stock
present and untitled to vote at the November 20, 1991 annual shareholders
meeting at which a quorum is present, the Plan shall become effective as of
November 20, 1991 (the "Effective Date"), and shall remain in effect as provided
in Section 1.3 herein.

1.2 Purpose of the Plan. Is to promote the success, and enhance the
value of the Company by linking the personal interests of Participants to those
of Company shareholders, and by providing Participants with an incentive for
outstanding performance.

The Plan is further intended to provide flexibility to the Company in
its ability to motivate, attract, and retain the services of Participants upon
whose judgement, interest, and special effort the successful conduct of its
operation largely is dependent.

1.3 Duration of the Plan. Subject to approval by the Board of Directors
of the Company and ratification by the shareholders of the Company, the Plan
shall commence on the Effective Date, as described in Section 1.1 herein, and
shall remain in effect, subject to the right of the Board of Directors to
terminate the Plan at any time pursuant to Article 14 herein, until all Shares
subject to it shall have been purchased or acquired according to the Plan's
provisions. However, in no event may an Award be granted under the Plan on or
after November 19, 2001.

ARTICLE 2. DEFINITIONS AND CONSTRUCTION

2.1 Definitions. Whenever used in a Plan, the following terms shall
have the meanings set forth below and, when the meaning is intended, the initial
letter of the word is capitalized:

(a) "Award" means, individually or collectively, a grant under
this Plan of Nonqualified Stock Options, Incentive Stock Options,
Restricted Stock, Performance Units, or other Share-based Awards.

(b) "Beneficial Owner" shall have the meaning ascribed to such
term in Rule 13d-3 of the General Rules and Regulations under the
Exchange Act.

(d) "Cause" means: (i) will and gross misconduct on the part
of a Participant that is materially and demonstrably detrimental to the
Company or (ii) the commission by a Participant of one or more acts
which constitute an indictable crime under United States Federal,
state, or local law. "Cause" under either (i) or (ii) shall be
determined in good faith by a written resolution duly opted by the
affirmative vote of not less than two-thirds (2/3rds) of all the
Directors at a meeting duly called and held for that
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purpose after reasonable notice to the Participant and opportunity for
the Participant and his or her legal counsel to be heard.

(e) "Change in Control" of the Company shall mean a change in
control of a nature that would be required to be reported in response
to Item 1(a) of form 8-K pursuant to Section 13 or 15(d) of the
Exchange Act, whether or not so reportable. A Change in Control shall
be deemed to have occurred if:

(i) Any Person, excluding affiliates of the
Company as of the Effective Date, is or becomes the
Beneficial Owner, Directly or indirectly, of
securities of the company representing twenty percent
(20%) or more of the combined voting power of the
Company's then outstanding securities ordinarily (and
apart from rights accruing under special
circumstances) having the right to vote at elections
of Directors' provided, however, that this provision
shall not apply to any such acquisition of the
Company's securities if there is no change in the
majority of the Board (as hereinafter defined)
following such acquisition. For purposes of the Plan,
a "change in the majority" of the Board shall occur
at the point in time at which a majority of the
Directors constituting the board are persons other
than those serving on the Board on the Effective Date
(Incumbents"), those serving on the Board pursuant to
nomination or appointment thereto by a majority of
Incumbents (Successors"), and those serving on the
Board pursuant to nomination or appointment thereto
by a majority of a Board composed of Incumbents
and/or Successors" or

(ii) Within two (2) years after a tender
offer or exchange offer for the voting stock of the
Company (other than by the Company and other than
offers successfully opposed by the Company), or as a
result of a merger, consolidation, sale of assets or
contested election, of any combination of the
foregoing, there is a change in the majority of the
Board (for purposes hereof, the term "Board" as used
in this sentence shall include the Board of Directors
of the entry which succeeds to the business and
operations of the Company); provided, however, that
the foregoing events shall not be deemed to be a
Change in Control if the transaction, transactions,
or elections causing such change shall have been
approved by the affirmative vote of at least a
majority of the members of the Board in offices as of
the Effective Date, or of a Board composed of
Incumbents and/or Successors.

(f) "Code" means the Internal Revenue Code of 1986, as amended
from time to time.

(g) "Committee" means the committee, as specified in Article
3, appointed by the Board to administer the Plan with respect to grants
of Awards.

(h) "Company" means Del Webb Corporation, an Arizona
corporation (including any and all Subsidiaries), or any successor
thereto as provided in Article 17 herein.

(i) "Director" means any individual who is a member of the
Board of Directors of the Company.

(j) "Disability" means a permanent and total disability,
within the meaning of Code Section 22(e)(3), as determined by the
Committee in good faith, upon receipt of sufficient competent medical
advice from one or more individuals, selected by the Committee, who are
qualified to give professional medical advice.

(k) "Employee" means any full-time, nonunion employee of the
Company. Directors who are not otherwise employed by the Company shall
not be considered Employees under this Plan.

(l) "Exchange Act" means the Securities Exchange Act of 1934,
as amended from time to time, or any successor Act thereto.

(m) "Fair Market Value" means the average of the highest and
lowest quoted selling prices for Shares on the relevant date, or (if
there were no sales on such date) the weighted average of the means
between the highest and lowest quoted selling prices on the nearest day
before and the nearest day after the relevant date, as prescribed by
Treasury Regulation 20.2031- 2(b)(2), as reported in the Wall Street
Journal or a similar publication selected by the Committee.

(n) "Incentive Stock Option" or "ISO" means an option to
purchase Shares, granted under Article 6 herein, which is designated as
an Incentive Stock Option and is intended to meet the requirements of
Section 422A of the Code.
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(o) "Insider" shall mean an Employee who is, at the time in
Award is made under this Plan, an insider pursuant to Section 16 of the
Exchange Act.

(p) "Nonqualified Stock Option" or "NQSO" means an option to
purchase Shares, granted under Article 6 herein, which is not intended
to be an Incentive Stock Option.

(q) "Option" means an Incentive Stock Option or a Nonqualified
Stock Option.

(r) "Option Price" means the price at which a Share may be
purchased by a Participant pursuant to an Option, as determined by the
Committee.

(s) "Parent" shall have the meaning ascribed to such term in
Rule 12b-2 of the General Rules and Regulations under the Exchange Act.

(t) "Participant" means an Employee of the Company who has
outstanding an Award granted under the Plan.

(u) "Performance Unit" means an Award granted to an Employee
pursuant to Article 8 herein.

(v) "Period of Restriction" means the period during which the
transfer to Shares of Restricted Stock is limited in some way (based on
the passage of time, the achievement of performance goals, or upon the
occurrence of other events as determined by the Committee, at its
discretion), and the Shares are subject to a substantial risk of
forfeiture as provided in Article 7 herein.

(w) "Person" shall have the meaning ascribed to such term in
Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and
14(d) thereof, including a "group" as defined in Section 13(d).

(x) "Restricted Stock" means an Award granted to a Participant
pursuant to Article 7 herein.

(y) "Retirement" means a voluntary termination of employment
by a Participant who has less than ten (10) years of service with the
Company at or after age sixty-five (65), or voluntary termination at or
after age fifty-five (55) for Participants who have at least ten (10)
years of service with the Company as of the date of employment
termination.

(z) "Shares" means the shares of common stock of Del Webb
Corporation.

2.2 Gender and Number. Except where otherwise indicated by the context,
any masculine term used herein also shall include the feminine, the plural shall
include the singular and the singular shall include the plural.

2.3 Severability. In the event any provision of the Plan shall be held
illegal or invalid for any reason, the illegality or invalidity shall not affect
the remaining part of the Plan, and the Plan shall be construed and enforced as
if the illegal or invalid provision had not been included.

ARTICLE 3. ADMINISTRATION

Except as permitted under Section 16b-3(c)(i)(A), (B), (C), and (D), no
member of the Committee shall have received a grant of any Award under the Plan
or any similar Plan of the Company or any of its Subsidiaries while serving on
the Committee, or shall have so received such a grant at any time within one (1)
year prior to his or her service on the Committee, or, if different, for the
time period just necessary to
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fulfill the then current Rule 16b-3 requirements under the Exchange Act, the
Board of Directors may appoint a new Committee so as to comply with Rule 16b-3.

3.2 Authority of the Committee. The Committee shall have full power
except as limited by law or by the Articles of Incorporation or Bylaws of the
Company, and subject to the provisions herein, to determine the size and types
of Awards; to determine the terms and conditions of such Awards in a manner
consistent with the Plan; to cancel and reissue any Awards granted hereunder; to
construe and interpret the Plan and any agreement of instrument entered into
under the Plan; to establish, amend, or waive rules and regulations for the
Plan's administration; and (subject to the provisions of Article 14 herein) to
amend the terms and conditions of any outstanding Award to the extent such terms
and conditions are within the discretion of the Committee as provided in the
Plan. Further, the Committee shall make all other determinations which may
necessary or advisable for the administration of the Plan. As permitted by law,
the Committee may delegate its authorities as identified hereunder.

3.3 Decisions Binding. All determinations and decisions made by the
Committee pursuant to the provisions of the Plan and all related orders or
resolutions of the Board of Directors shall be final, conclusive, and binding on
all persons, including the Company, its stockholders, Employees, Participants,
and their estates and beneficiaries.

ARTICLE 4. SHARES SUBJECT TO THE PLAN

4.1 Number of Shares. Subject to adjustment as provided in Section 4.3
herein, the total number of Shares available for grant under the Plan may not
exceed seven hundred fifty thousand (750,000). These seven hundred fifty
thousand (750,000) Shares may be either authorized by unissued or reacquired
Shares.

4.2 Lapsed Awards. If any Award granted under this Plan is concealed,
terminates, expires, or lapses, for any reason, any Shares subject to such Award
again shall be available for the grant of an Award under the Plan.

4.3 Adjustments in Authorized Shares. In the event of any merger,
reorganization, consolidation, recapitalization, separation, liquidation, stock
dividend, split-up, Share combination, or other change in the corporate
structure of the Company affecting the Shares, such adjustment shall be made in
the number and class of Shares which may be delivered under the Plan, and in the
number and class of and/or price of Shares subject to outstanding Options and
Restricted Stock granted under the Plan, as may be determined to be appropriate
and equitable by the Committee, in its sole discretion, to prevent dilution or
enlargement of rights; and provided that the number of Shares subject to any
Aware shall always be a whole number.

ARTICLE 5. ELIGIBILITY AND PARTICIPATION

5.1 Eligibility. Persons eligible to participate in this Plan include
all officers and key Employees of the Company, as determined by the Committee,
including Employees who are members of the Board, but excluding Directors who
are not Employees.

5.2 Actual Participation. Subject to the provisions of the Plan, the
Committee may, from time to time, select from all eligible Employees, those to
whom Awards shall be granted an Award under this Plan. In addition, nothing in
this Plan shall interfere with or limit in any way the right of the Company to
terminate any Participant's employment at any time, nor confer upon any
Participant any right to continue in the employ of the Company.
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ARTICLE 6. STOCK OPTIONS

6.1 Grant of Options. Subject to the terms and provisions of the Plan,
Options may be granted to Employees at any time and from time to time as shall
be determined by the Committee. The Committee shall have discretion in
determining the number of Shares subject to Options granted to each Participant.
The Committee may grant ISOs, NQSOs, or a combination thereof. Nothing in this
Article 6 shall be deemed to prevent the grant of NQSOs in excess of the maximum
established by Section 422A of the Code.

6.2 Option Agreement. Each Option grant shall be evidenced by an Option
Agreement that shall specify the Option Price the duration of the Option, the
number of Shares to which the Option pertains, and such other provisions as the
Committee shall determine. The Option Agreement also shall specify whether the
Option is intended to be an ISO within the meaning of Section 422A of the Code,
or a NQSO whose grant is intended to fall under the Code provisions of Section
422A

6.3 Option Price. The Option Price for each grant of an Option shall be
determined by the Committee; provided that in the case of an ISO, the Option
Price shall not be less than one hundred percent (100%) of the Full Market Value
of such Share on the date the Option is granted; and, provided further, that in
the case of a NQSO, the Option Price shall not be less than eighty-five percent
(85%) of the Fair Market Value of each Share on the date the Option is granted.

6.4 Expiration of Options. Each Option shall expire at such times as
the Committee shall determine at the time of grant provided, however, that no
Option shall be exercisable later than the tenth (10th) anniversary date of its
grant.

6.5 Exercise of Options. Options granted under the Plan shall be
exercisable at such times and be subject to such restrictions and conditions as
the Committee shall in each instance approve, which need not be the same for
each grant or for each Participant. However, in no event may any Option granted
under this Plan become exercisable prior to six (6) months following the date of
its grant.

6.6 Payment. Options shall be exercised by the Delivery of a written
notice of exercise to the Secretary of the Company, setting forth the number of
Shares with respect to which the Option is to be exercised, accompanied, by full
payment for the Shares.

The Option Price upon exercise of any Option shall be payable to the
Company in full either: (a) in cash or its equivalent, or (b) by tendering
previously acquired Shares having Fair Market Value at the time of exercise
equal to the total Option Price (provided that the Shares which are tendered
must have been held by the Participant for at least six (6) months prior to
their tender to satisfy the Option Price), or (c) by a combination of (a) and
(b).

The Committee also may allow cashless exercise as permitted under
Federal Reserve Board's Regulation T, subject to applicable securities law
restrictions, or by any other means which the Committee determines to be
considered with the Plan's purpose and applicable law. The proceeds from such a
payment shall be added to the general funds of the Company and shall be used for
general corporate purposes.

As soon as practicable after receipt of a written notification of
exercise and full payment, the Company shall deliver to the Participant, in the
Participant's name, Share certificates in an appropriate amount based upon the
number of Shares purchased under the Option(s).

6.7 Restrictions on Share Transferability. The Committee shall impose
such restrictions on any Shares acquired pursuant to the exercise of an Option
under the Plan, as it may deem advisable, including, without limitations,
restrictions under applicable Federal securities laws, under the requirements of
any stock exchange or market upon which such Shares are then listed and/or
traded, and under any blue sky or state securities laws applicable to such
Shares.
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6.8 Termination of Employment Due to Death, Disability, or Retirement.

(a) Termination by Death. In the even the employment of the
Participant is terminated by reason of death any outstanding Options
granted to that Participant which are vested as of the date of death
shall remain exercisable at any time prior to their expiration date, or
for one (1) year after the date that employment was terminated,
whichever period is shorter, by such person or persons as shall have
been named as the Participant's beneficiary, or by such persons that
have acquired the Participant's rights under the Option by will or by
the laws of descent and distribution.

The person of any outstanding Option which is deemed vested
under this Plan as of the date of employment termination shall be
determined according to the following guidelines:

(i) The portion of the Option which is exercisable as
of the date of employment termination shall remain
exercisable;

(ii) The percentage vesting of the portion of the
Option which otherwise would have vested at the end of the
year in which employment termination occurs, will equal a
fraction, the numerator of which is the number of full weeks
of employment during the year in which employment termination
occurs, and the denominator of which is fifty-two (52); and

(iii) The portion of the Option which is scheduled to
vest in a year which begins after the end of the year in which
employment termination occurs, shall be forfeited by the
Participant and returned to the Company (and shall once again
be available for grant under the Plan).

Any Options which are not vested as of the date of employment
termination shall expire immediately, and may not be exercised
following such time.

(b) Termination by Disability. In the event the employment of
a Participant is terminated by reason of Disability, any outstanding
Options granted to that Participant which are vested as of the date the
Committee determines the definition of Disability to have been
satisfied, shall remain exercisable at any time prior to their
expiration date, or for one (1) year after the date that the Committee
determines the definition of Disability to have been satisfied,
whichever period is shorter.

The portion of any outstanding Option which is deemed vested
as of the effective date of Disability is determined to have been
satisfied by the Committee shall be determined pursuant to the
guidelines set forth in Subparagraphs (a)(i) through (a)(iii) of this
section 6.8.

Any Options which are not vested as of the date that the
Committee determines the definition of Disability to have been
satisfied, shall expire immediately, and may not be exercised following
such date.

(c) Termination by Retirement. In the event the employment of
a Participant is terminated by reason of Retirement, any outstanding
Options granted to that Participant which vested as of the effective
date of retirement, shall remain exercisable at any time prior to their
expiration date, or for three (3) years after the effective date of
Retirement, whichever period is shorter.

The portion of any outstanding Option which is deemed vested
as of the effective date of Retirement shall be determined pursuant to
the guidelines set forth in Subparagraphs (a)(i) through (a)(iii) of
this Section 6.8.

Any Options which are not vested as of the effective date of
Retirement shall expire immediately, and may not be exercised following
such date.

(d) Exercise Limitations on ISOs. In the case of ISOs, the tax
treatment prescribed under Section 422A of the Internal Revenue Code of
1986, as amended, may not be available if the Options are not exercised
within the Section 422A prescribed time periods after each of the
various types of employment termination.

Notwithstanding the exercise periods described in Subparagraph (a),
(b), and (c) above, the Committee shall have the authority, in its sole
discretion, to accelerate the vesting of Options which are outstanding as of the
date of employment termination for one of the reasons described in this Section
6.8.
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6.9 Termination of Employment for Other Reasons. If the employment of a
Participant shall terminate for any reason (other than the reasons set forth in
Section 6.8 or for Cause), all Options held by the Participant which are not
vested as of the effective date of employment termination immediately shall be
forfeited to the Company (and shall once again become available for grant under
the Plan). However, the Committee in its sole discretion, shall have the right
to immediately vest all or any portion of such Option, subject to such terms as
the Committee, in its sole discretion, deems appropriate.

If the employment of a Participant shall terminate for Cause, all
outstanding Options held by the Participant immediately shall be forfeited to
the Company and no additional exercise period shall be allowed, regardless of
the vested status of the Options.

6.10 Nontransferability of Options. No Option granted under the Plan
may be sold transferred, pledged, assigned, or otherwise alienated or
hypothecated, other than by will or by the laws of descent and distribution.
Further, all Options granted to a Participant under the Plan shall be
exercisable during his or her lifetime only by such Participant.

ARTICLE 7. RESTRICTED STOCK

7.1 Grant of Restricted Stock Subject to the terms and provisions of
the Plan, the Committee, at any time and from time to time, may grant Shares of
Restricted Stock to eligible Employees in such amounts as the Committee shall
determine.

7.2 Restricted Stock Agreement. Each Restricted Stock grant shall be
evidenced by a Restricted Stock Agreement that shall specify the Period of
Restriction, or Periods, the number of Restricted Stock Shares granted, and such
other provisions as the Committee shall determine.

7.3 Transferability. Except as provided in this Article 7, the Shares
of Restricted Stock granted herein may not be sold, transferred, pledged,
assigned, or otherwise alienated or hypothecated until the end of the applicable
Period of Restriction established by the Committee and specified in the
Restricted Stock Agreement, or upon earlier satisfaction of any other
conditions, as specified by the Committee in its sole discretion and set forth
in the Restricted Stock Agreement. However, in no event may any Restricted Stock
granted under the Plan become vested in a Participant prior to six (6) months
following the date of its grant. All rights with respect to the Restricted Stock
granted to a Participant under the Plan shall be available during his or her
lifetime only to such Participant.

7.4 Other Restrictions. The Committee shall impose such other
restrictions on any Shares of Restricted Stock granted pursuant to the Plan as
it may deem advisable including, without limitation, restrictions based upon the
achievement of specific performance goals (Company-wide, divisional, and/or
individual), and/or restrictions under applicable Federal or state securities
laws; and may legend the certificates representing Restricted Stock to give
appropriate notice of such restrictions.

7.5 Certificate Legend. In addition to any legends placed on
certificates pursuant to Section 7.4 herein, each certificate representing
Shares of Restricted Stock granted pursuant to the Plan shall bear the following
legend:

"The sale or other transfer of the Shares of Stock represented
by this certificate, whether voluntary, involuntary, or by operations
of law, is subject to certain restrictions on transfer as set forth in
the Del Webb Corporation Executive Long-Term Incentive Plan and in a
Restricted Stock Agreement. A copy of the Plan and such Restricted
Stock Agreement may be obtained from the Secretary of Del Webb
Corporation."
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7.6 Removal of Restrictions. Except as otherwise provided in this
Article 7, Shares of Restricted Stock covered by each Restricted Stock grant
made under the Plan shall become, freely transferable by the Participant after
the last day of the Period of Restriction. Once the Shares are released from the
restrictions, the Participant shall be entitled to have the legend required by
Section 7.5 removed from his or her Share certificate.

7.7 Voting Rights. During the Period of Restriction, Participants
holding Shares of Restricted Stock granted hereunder may exercise full voting
rights with respect to those Shares.

7.8 Dividends and Other Distributions. During the Period of
Restriction, participants holding Shares of Restricted Stock granted hereunder
shall be entitled to receive all dividends and other distributions paid with
respect to those Shares while they are so held. If any such dividends or
distributions are paid in Shares, the Shares shall be subject to the same
restrictions on transferability and forfeitability as the Shares of Restricted
Stock with respect to which they were paid.

7.9 Termination of Employment. If the employment of a Participant shall
terminate for any reason, all nonvested Shares of Restricted Stock held by the
Participant upon the effective date of employment termination immediately shall
be forfeited and returned to the Company (and shall once again become available
for grant under the Plan). The number of Shares of Restricted Stock which are
deemed vested as of the effective date of employment termination shall be
determined pursuant to the guidelines set forth with respect to the vesting of
Options, as specified in Sections 6.8 and 6.9 herein.

With the exception of a termination of employment for Cause, the
Committee, in its sole discretion, shall have the right to provide for lapsing
of the restrictions on Restricted Stock following employment termination, upon
such terms and provisions as it deems proper, provided that, no such lapsing of
restrictions shall occur after the expiration date of the Restricted Stock.

ARTICLE 8. PERFORMANCE UNITS

8.1 Grant of Performance Units. Subject to the terms of the Plan,
Performance Units may be granted to eligible Employees at any time and from time
to time, as shall be determined by the Committee. The Committee shall have
complete discretion in determining the number of Performance Units granted to
each Participant.

8.2. Value of Performance Units. Each Performance Unit shall have an
initial value that is established by the Committee at the time of grant. The
Committee shall set performance goals in its discretion which, depending on the
extent to which they are met, will determine the number and/or value of
Performance Units that will be paid out to the Participants. The time period
during which the performance goals must be met shall be called a "Performance
Period." Performance Periods shall, in all cases, exceed six (6) months in
length.

8.3 Earning of Performance Units. After the applicable Performance
Period has ended, the holder of Performance Units shall be entitled to receive
payout on the number of Performance Units, earned by the Participant over the
Performance Period, to be determined as a function of the extent to which the
corresponding performance goals have been achieved.

8.4. Form and Timing of Payment of Performance Units. Payment of earned
Performance Units shall be made in a single lump sum, within forty-five (45)
calendar days following the close of the applicable Performance Period. The
Committee, in its sole discretion, may pay earned Performance Units in the form
of cash or in Options (or in a combination thereof) which have an aggregate Fair
Market Value equal to the value of the earned Performance Units at the close of
the applicable Performance Period.

Prior to the beginning of each Performance Period. Participants may
elect to defer the receipt of Performance Unit payout upon such terms as the
Committee deems appropriate.
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8.5 Termination of Employment due to Death, Disability, Retirement, or
Involuntary Termination (without Cause). In the event the employment of a
Participant is terminated by reason of death, Disability, Retirement, or
involuntary termination without Cause during a Performance Period, the
Participant shall receive a prorated payout of the Performance Units. The
prorated payout shall be determined by the Committee, in its sole discretion,
based upon the guidelines set forth with respect to the vesting of Options, as
specified in Sections 6.8 and 6.9 herein and further adjusted based on the
achievement of the preestablished performance goals.

Payment of earned Performance Units shall be made at the same time
payments are made to Participants who did not terminate employment during the
applicable Performance Period.

8.6 Termination of Employment for Other Reasons. In the event that a
Participant terminates employment with the Company for any reason other than
those reasons set fort in Section 8.5, all Performance Units shall be forfeited
by the Participant to the company, and shall once again be available for grant
under the Plan.

8.7 Nontransferability. Performance Units may not be sold, transferred,
pledged, assigned, or otherwise alienated or hypothecated other than by will or
by the laws of descent and distribution. Further a Participant's rights under
the Plan shall be exercisable during the Participant's lifetime only by the
Participant or the Participant's legal representative.

ARTICLE 9. OTHER SHARE-BASED AWARDS

The Committee may grant other Share-based Awards under this Plan,
including without limitation, those Awards pursuant to which Shares are or may
in the future be acquired. Awards denominated in Share units, securities
convertible into Shares and dividend equivalents. The Committee, in its sole
discretion, shall determine the terms and conditions of such other Share- based
Awards. Shares issued in connection with such other Share-based Awards shall be
issued for such minimum consideration as shall be required by applicable law and
such addition consideration, if any, as may be determined by the Committee.

The Committee also may grant other Awards under this Plan which are not
tied to the value of Shares, and shall determine the terms and conditions of
such other Awards. The Committee may grant Awards under this Article 9 in tandem
or combination with other Awards or each other, in exchange of other Awards, or
in tandem or combination with, or as alternatives to grants or rights under any
other employee plan of the Company, including any plan of any acquired entity.
The Committee shall have the authority to determine the Participants for such
Awards and all other terms and conditions of such other Awards. No amendment of
this Plan is required for the creation of another type of Award.

ARTICLE 10. BENEFICIARY DESIGNATION

Each Participant under the Plan may, from time to time, name any
beneficiary or beneficiaries (who may be named contingently or successively) to
whom any benefit under the Plan is to be paid in case of his or her death before
he or she receives any or all of such benefit. Each such designation shall
revoke all prior designations by the same Participant, shall be in a form
prescribed by the Company, and will be effective only when filed by the
Participant in writing with the Human Resource Department of the Company during
the Participant's lifetime. In the absence of any such designation, benefits,
remaining unpaid at the Participant's death shall be paid to the Participant's
estate.

ARTICLE 11. DEFERRALS

The Committee may permit a Participant to defer such Participant's
receipt of the payment of cash or the delivery of Shares that would otherwise be
due to such Participant by virtue of the exercise of an Option, the lapse or
waiver of restrictions with respect to Restricted Stock, the satisfaction of any
requirements of goals with respect to Performance Units, or the earning of other
Share-based Awards. If any such deferral election is required or permitted, the
Committee shall, in its sole discretion, establish rules and procedures for such
payment deferrals.
C-9
<PAGE>
ARTICLE 12. RIGHTS OF EMPLOYEES

12.1 Employment. Nothing in the Plan shall interfere with or limit in
any way the right of the Company to terminate any Participant's employment at
any time, nor confer upon any Participant any right to continue in the employ of
the Company.

For purposes of the Plan, transfer of employment of a Participant
between the Company and any one of its Subsidiaries (or between Subsidiaries)
shall not be deemed a termination of employment.

12.2 Participation. No Employee shall have the right to be selected to
receive an Award under this Plan, or, having been so selected to be selected to
receive a future Award.

ARTICLE 13. CHANGE IN CONTROL

Upon the occurrence of a Change in Control, unless otherwise
specifically prohibited by the terms of Section 18 herein:

(a) Any and all Options and other Share-based Awards granted
hereunder shall become immediately exercisable;

(b) any restriction periods and restrictions imposed on
Restricted Shares shall lapse, and within ten (10) business days after
the occurrence of a Change in Control, the stock certificates
representing Shares of Restricted Stock, without any restrictions or
legend thereon, shall be delivered to the applicable Participants;

(c) The target value attainable under all Performance Units
and other Share-based Awards shall be deemed to have been fully earned
for the entire Performance Period as of the effective date of the
Change in Control, except that all Performance Units and other
Share-based Awards which shall have been outstanding less than six (6)
months on the effective date of the Change in Control shall not be
deemed to have earned the target value; and

(d) Subject to Article 14 herein, the Committee shall have the
authority to make any modifications to the Awards as determined by the
Committee to be appropriate before the effective date of the Change in
Control.

ARTICLE 14. AMENDMENT, MODIFICATION, AND TERMINATION

14.1 Amendment, Modification, and Termination. With the approval of the
Board, at any time and from time to time, the Committee may terminate, amend, or
modify the Plan. However, without the approval of the stockholders of the
Company (as may be required by the Code, by the insider trading rules of Section
16 of the Exchange Act, by any national, securities exchange or system on which
the Shares are then listed or reported, or by a regulatory body having
jurisdiction with respect hereto) no such termination, amendment, or
modification may:

(a) Increase the total amount of Shares which may be issued
under this Plan, except as provided in Section 4.3 herein; or

(b) Change the class of Employees eligible to participate in
the Plan; or

(d) Extend the maximum period after the date of grant during
which Options or other Share-based Awards may be exercised.

14.2 Awards Previously Granted. No termination, amendment, or
modification of the Plan shall in any manner adversely affect any Award
previously granted under the Plan, without the written consent of the
Participant holding such Award.
C-10
<PAGE>
ARTICLE 15. WITHHOLDING

15.1 Tax Withholding. The Company shall have the power and the right to
deduce to withhold, or require a Participant to remit to the Company, an amount
sufficient to satisfy Federal, state, and local taxes (including the
Participant's FICA obligation) required by law to be withheld with respect to
any grant, exercise, or payment made under or as a result of this Plan.

15.2 Share Withholding. With respect to withholding required upon the
exercise of Options, upon the lapse of restrictions on Restricted Stock, or upon
any other taxable event hereunder, Participants may elect, subject to the
approval of the Committee, to satisfy the withholding requirement, in whole or
in part, by having the Company withhold Shares having a Fair Market Value on the
date the tax is to be determined equal to the maximum marginal total tax which
could be imposed on the transaction. All elections shall be irrevocable, made in
writing, signed by the Participant, and either:

(a) Delivered to the Committee at least six (6) months prior
to the date specified by the Participant on which the taxable
transaction (i.e., the exercise of the Option, the lapse of
restrictions on Restricted Stock, etc.) is to occur; or

(b) Be made pursuant to an exercise of an Option or the
vesting of an Award which occurs during a "window period." For this
purpose, "window period" means the period beginning on the third (3rd)
business day following the date of public release of the Company's
quarterly sales and earnings information, and ending on the twelfth
(12th) business day following such date.

ARTICLE 16. INDEMNIFICATION

Each person who is or shall have been a member of the Committee, or of
the Board, shall be indemnified and held harmless by the Company against and
from any loss, cost, liability, or expense that may be imposed upon or
reasonably incurred by him or her in connection with or resulting from any
claim, action, suit, or proceeding to which he or she may be a party of in which
he or she may be involved by reason of any action taken or failure to act under
the Plan and against and from any and all amounts paid by him or her in
settlement thereof, with the Company's approval, or paid by him or her in
satisfaction of any judgement in any such action, suit, or proceeding against
him or her, provided he or she shall give the Company an opportunity, at its own
expense, to handle and defend the same before he or she undertakes to handle and
defend it on his or her own behalf. The foregoing right of indemnification shall
not be exclusive of any other rights of indemnification to which such persons
may be entitled under the company's Certificate of Incorporation or Bylaws, as a
matter of law, or otherwise, or any power that the Company may have to indemnify
them or hold them harmless.

ARTICLE 17. SUCCESSORS.

All obligations of the company under the Plan, with respect to Awards
granted hereunder, shall be binding on any successor to the Company, whether the
existence of such successor is the result of a direct or indirect purchase,
merger, consolidation, or otherwise, of all or substantially all of the business
and/or assets of the Company.

ARTICLE 18. REQUIREMENTS OF LAW

18.1 Requirements of Law. The granting of Awards and issues of Shares
under the Plan shall be subject to all applicable laws rules, and regulations,
and to such approvals by any governmental agencies or national securities
exchanges as may be required.
C-11
<PAGE>
Notwithstanding any other provision set forth in the Plan, if required
by the then current Rule 16b-3 of the Exchange Act, any "derivative security" or
"equity security" offered pursuant o the Plan to any Insider may not be sold or
transferred for at least six (6) months after the date of grant of such Award,
except in the case of the death, disability, or termination of employment of the
Participant. The terms of "equity security" and "derivative security" or
termination of employment of the Participant. The terms of "equity security" and
derivative security shall have the meanings ascribed to them in the then current
Rule 16b-3 of the Exchange Act.

18.2 Governing Law. To the extent not preempted by Federal law, the
Plan and the agreements hereunder, shall be construed in accordance with
governed by the laws of the State of Arizona.
C-12
<PAGE>
FIRST AMENDMENT
TO THE
DEL WEBB CORPORATION
EXECUTIVE LONG-TERM INCENTIVE PLAN

1. THIS FIRST AMENDMENT shall only amend that Section specified herein
and the remaining provisions of the Plan not so amended are hereby ratified and
affirmed.

2. Section 15.2 of the Plan is hereby amended and restated as follows:

15.2 Share Withholding. With respect to withholding - required upon the
exercise of Options, upon the lapse of restrictions on Restricted
Stock, or upon any other taxable event, Participants shall satisfy all
Federal, state and local tax withholding requirements by having the
Company withhold Shares (to the extent that Shares are issued pursuant
to the Award) having a Fair Market Value on the date the tax is to be
determined equal to the maximum marginal total tax which would be
imposed on the transaction.

3. This First Amendment shall be effective June 30, 1993.
<PAGE>
SECOND AMENDMENT
TO THE
DEL WEBB CORPORATION
EXECUTIVE LONG-TERM INCENTIVE PLAN

1. THIS FIRST AMENDMENT shall only amend that Sections specified herein
and the remaining provisions of the Plan not so amended are hereby ratified and
affirmed.

2. Section 6.10 of the Plan is hereby amended as follows:

6.10 Nontransferability of Options. The Human Resources Committee of
the Board of Directors, in its discretion, on a case-by-case basis, may
allow a Participant who has been granted an Option under the Plan to
assign or otherwise transfer all or a portion of the rights under the
Option to a family member or members, or to a trust or similar entity
(including a family limited partnership) benefitting such family member
or members, subject to such restrictions, limitations, or conditions as
the Human Resources Committee deems to be appropriate.

3. Section 7.3 of the Plan is hereby amended as follows:

7.3 Transferability. The Human Resources Committee of the Board of
Directors, in its discretion, on a case-by-case basis, may allow a
participant who has been granted Shares of Restricted Stock under the
Plan to assign or otherwise transfer all or a portion of the rights
under the Shares of Restricted Stock to a family member or members, or
to a trust or similar entity (including a family limited partnership)
benefitting such family member or members, subject to such
restrictions, limitations, or conditions as the Human Resources
Committee deems to be appropriate.

4. Section 8.7 of the Plan is hereby amended as follows:

8.7 Nontransferability. The Human Resources Committee of the Board of
Directors, in its discretion, on a case-by-case basis, may allow a
Participant who has been granted Performance Units under the Plan to
assign or otherwise transfer all or a portion of the rights under the
Performance Units to a family member or members, or to a trust or
similar entity (including a family limited partnership) benefitting
such family member or members, subject to such
<PAGE>
restrictions, limitations, or conditions as the Human Resources
Committee deems to be appropriate.

5. This second amendment is pursuant to a Board of Directors resolution
dated June 20, 1996, and is effective as of that date.

DELL WEBB CORPORATION

By: /s/ Robertson C. Jones
-----------------------------
Robertson C. Jones
Vice President

Exhibit 10.11 As Amended
June 20, 1996
DEL WEBB CORPORATION
1993 EXECUTIVE LONG-TERM INCENTIVE PLAN

ARTICLE 1. ESTABLISHMENT, PURPOSE, AND DURATION

1.1 Establishment of the Plan. Del Webb Corporation, an Arizona
corporation (hereinafter referred to as the "Company"), hereby establishes an
incentive compensation plan to be known as the "Del Webb Corporation 1993
Executive Long-Term Incentive Plan" (hereinafter referred to as the "Plan"), as
set forth in this document. The Plan permits the grant of Nonqualified Stock
Options, Incentive Stock Options, Restricted Stock, and Performance units.

Upon approval by the Board of Directors of the Company and subject to
shareholder ratification, the Plan shall become effective as of October 26, 1993
(the "Effective Date"), and shall remain in effect as provided in Section 1.3
herein.

1.2 Purpose of the Plan. The purpose of the Plan is to promote the
success, and enhance the value, of the Company by linking the personal interests
of participants to those of Company shareholders, and by providing Participants
with an incentive for outstanding performance.

The Plan is further intended to provide flexibility to the Company in
its ability to motivate, attract, and retain the services of Participants upon
whose judgment, interest, and special effort the successful conduct of its
operation largely is dependent.

1.3 Duration of the Plan. Subject to approval by the Board of Directors
of the Company and ratification by the shareholders of the Company, the Plan
shall commence on the Effective Date, as described in Section 1.1. herein, and
shall remain in effect, subject to the right of the Board of Directors to
terminate the Plan at any time pursuant to Article 13 herein, until all Shares
subject to it shall have been purchased or acquired according to the Plan's
provisions. However, in no event may an Award be granted under the Plan on or
after October 25, 2003.

ARTICLE 2. DEFINITIONS AND CONSTRUCTION

2.1 Definitions. Whenever used in the Plan, the following terms shall
have the meanings set forth below and, when the meaning is intended, the initial
letter of the word is capitalized:

(a) "Award" means, individually or collectively, a grant under
this Plan of Nonqualified Stock Options, Incentive Stock Options,
Restricted Stock, or
Performance Units.
<PAGE>

(b) "Beneficial Owner" shall have the meaning ascribed to such
term in Rule 13d-3 of the General Rules and Regulations under the
Exchange Act.

(d) "Cause " means: ( i) willful and gross misconduct on the
part of a Participant that is materially and demonstrably detrimental
to the Company; or (ii) the commission by a Participant of one or more
acts which constitute an indictable crime under United States Federal,
state, or local law. "Cause" under either ( i ) or (ii) shall be
determined in good faith by a written resolution duly adopted by the
affirmative vote of not less than two-thirds (2/3rds) of all the
Directors at a meeting, duly called and held for that purpose after
reasonable notice to the Participant and opportunity for the
Participant and his or her legal counsel to be heard.

(e) "Change in Control" of the Company shall mean a change in
control of a nature that would be required to be reported in response
to Item 1 (a) of Form 8-K pursuant to Section 13 or 15(d) of the
Exchange Act, whether or not so reportable. A Change in Control shall
be deemed to have occurred if:

(i) Any Person, excluding affiliates of the Company as of the
Effective Date, is or becomes the Beneficial Owner, directly or
indirectly, of securities of the Company representing twenty percent
(20%) or more of the combined voting power of the Company's then
outstanding securities ordinarily (and apart from rights accruing under
special circumstances) having the right to vote at elections of
Directors; provided, however, that this provision shall not apply to
any such acquisition of the Company's securities if there is no change
in the majority of the Board (as hereinafter defined) following, such
acquisition. For purposes of this Plan, a "change in the majority" of
the Board shall occur at the point in time at which a majority of the
Directors constituting the Board are persons other than those serving
on the Board on the Effective Date ("Incumbents"), those serving on the
Board pursuant to nomination or appointment thereto by a majority of
Incumbents ("Successors"), and those serving on the Board pursuant to
nomination or appointment thereto by a majority of a Board composed of
Incumbents and/or Successors; or

(ii) Within two (2) years after a tender offer or exchange
offer for the voting stock of the Company (other than by the Company
and other than offers successfully opposed by the Company), or as a
result of a merger, consolidation, sale of assets, or contested
election, or any combination of the foregoing, there is a change in the
majority of the Board (for purposes hereof, the term "Board" as used in
this sentence shall include the Board of Directors of the entity which
succeeds to the business and operations of the Company); provided,
however, that the foregoing events shall not be deemed to be a Change
in Control if the
2
<PAGE>
transaction, transactions, or elections causing such change shall have
been approved by the affirmative vote of at least a majority of the
members of the Board in office as of the Effective Date, or of a Board
composed of Incumbents and/or Successors.

(f) "Code" means the Internal Revenue Code of 1986, as amended
from time to time.

(g) "Committee" means the committee, as specified in Article
3, appointed by the Board to administer the Plan with respect to grants
of Awards.

(h) "Company" means Del Webb Corporation, an Arizona
corporation (including any and all Subsidiaries), or any successor
thereto as provided in Article 16 herein.

(i) "Director" means any individual who is a member of the
Board of Directors of the Company.

(k) "Employee" means any full-time, nonunion employee of the
Company. Directors who are not otherwise employed by the Company shall
not be considered Employees under this Plan.

(1) "Exchange Act" means the Securities Exchange Act of 1934,
as amended from time to time, or any successor Act thereto.

(m) "Fair Market Value" means the average of the highest and
lowest quoted selling prices for Shares on the relevant date, or (if
there were no sales on such date) the weighted average of the means
between the highest and lowest quoted selling prices on the nearest day
before and the nearest day after the relevant date, as prescribed by
Treasury Regulation Section 20.2031-2(b)(2), as reported in the Wall
Street Journal or a similar publication selected by the Committee.

(o) "Insider" shall mean an Employee who is, at the time an
Award is made under this Plan, an insider pursuant to Section 16 of the
Exchange Act.
3
<PAGE>
(p) "Nonqualified Stock Option" or 'NQSO" means an option to
purchase Shares, granted under Article 6 herein, which is not intended
to be an Incentive Stock Option.

(q) "Option" means an Incentive Stock Option or a Nonqualified
Stock Option.

(r) "Option Price" means the price at which a Share may be
purchased by a Participant pursuant to an Option, as determined by the
Committee.

(s) "Parent" shall have the meaning ascribed to such term in
Rule 12b-2 of the General Rules and Regulations under the Exchange Act.

(t) "Participant" means an Employee of the Company who has an
outstanding Award granted under the Plan.

(u) "Performance Unit" means an Award granted to an Employee
pursuant to Article 8 herein.

(v) "Period of Restriction" means the period during which the
transfer of Shares of Restricted Stock is limited in some way (based on
the passage of time, the achievement of performance goals, or upon the
occurrence of other events as determined by the Committee, at its
discretion), and the Shares are subject to a substantial risk of
forfeiture, as provided in Article 7 herein.

(w) "Person" shall have the meaning ascribed to such term in
Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and
14(d) thereof, including, a "group" as defined in Section 13(d).

(x) "Restricted Stock" means an Award granted to a Participant
pursuant to Article 7 herein.

(z) "Shares" means the shares of common stock of Del Webb
Corporation.

(aa) "Subsidiary" means any corporation in which the Company
owns directly, or indirectly through subsidiaries, at least fifty
percent (50%) of the total combined voting power of all classes of
stock, or any other entity (including, but not limited to, partnerships
and joint ventures) in which the Company owns at least fifty percent
(50%) of the combined equity thereof.
4
<PAGE>
2.2 Gender and Number. Except where otherwise indicated by the context,
any masculine term used herein also shall include the feminine; the plural shall
include the singular and the singular shall include the plural.

2.3 Severability. In the event any provision of the Plan shall be held
illegal or invalid for any reason, the illegality or invalidity shall not affect
the remaining parts of the Plan, and the Plan shall be construed and enforced as
if the illegal or invalid provision had not been included.

ARTICLE 3. ADMINISTRATION

Except as permitted under Section 16b-3(c)(2)(I)(A), (B), (C), and (D),
no member of the Committee shall have received a grant of an Award under the
Plan or any similar Plan of the Company or any of its Subsidiaries while serving
on the Committee, or shall have so received such a grant at any time within one
(1) year prior to his or her service on the Committee, or, if different, for the
time period just necessary to fulfill the then current Rule 16b-3 requirements
under the Exchange Act. However, if for any reason the Committee does not
qualify to administer the Plan, as contemplated by Rule 16b-3 of the Exchange
Act, the Board of Directors may appoint a new Committee so as to comply with
Rule 16b-3.

3.2 Authority of the Committee. The Committee shall have full power
except as limited by law or by the Articles of Incorporation or Bylaws of the
Company, and subject to the provisions herein, to determine the size and types
of Awards; to determine the terms and conditions of such Awards in a manner
consistent with the Plan; to cancel and reissue any Awards granted hereunder in
the event the Award lapses for any reason (provided that the Committee shall not
have the authority to reprice previously issued and currently outstanding Awards
without shareholder approval); to construe and interpret the Plan and any
agreement or in instrument entered into under the Plan; to establish, amend, or
waive rules and regulations for the Plan's administration; and (subject to the
provisions of Article 13 herein) to amend the terms and conditions of any
outstanding Award to the extent such terms and conditions are within the
discretion of the Committee as provided in the Plan. Further, the Committee
shall make all other determinations which may be necessary or advisable for the
administration of the Plan. As permitted by law, the Committee may delegate its
authorities as identified hereunder.

4.1 Number of Shares. Subject to adjustment as provided in Section 4.3
herein, the total number of Shares available for grant under the Plan may not
exceed One Million Two Hundred Thousand (1,200,000). These One Million Two
Hundred Thousand (1,200,000) Shares may be either authorized but unissued or
reacquired Shares.

4.2 Lapsed Awards. If any Award granted under this Plan is canceled,
terminates, expires, or lapses for any reason, any Shares subject to such Award
again shall be available for the grant of an Award under the Plan.

4.3 Adjustments in Authorized Shares. In the event of any merger,
reorganization consolidation, recapitalization, separation, liquidation, stock
dividend, split-up, Share combination, or other change in the corporate
structure of the Company affecting the Shares, such adjustment shall be made in
the number and class of Shares which may be delivered under the Plan, and in the
number and class of and/or price of Shares subject to outstanding Options and
Restricted Stock granted under the Plan, as may be determined to be appropriate
and equitable by the Committee, in its sole discretion, to prevent dilution or
enlargement of rights; and provided that the number of Shares subject to any
Award shall always be a whole number.

ARTICLE 5. ELIGIBILITY AND PARTICIPATION

5.2 Actual Participation. Subject to the provisions of the Plan, the
Committee may, from time to time, select from all eligible Employees, those to
whom Awards shall be granted and shall determine the nature and amount of each
Award. No Employee shall have any right to be granted an Award under this Plan.
In addition, nothing in this Plan shall interfere with or limit in any way the
right of the Company to terminate any Participant's employment at any time, nor
confer upon any Participant any right to continue in the employ of the Company.

ARTICLE 6. STOCK OPTIONS

6.2 Option Agreement. Each Option grant shall be evidenced by an Option
Agreement that shall specify the Option Price, the duration of the Option, the
number of Shares to which
6
<PAGE>
the Option pertains, and such other provisions as the Committee shall determine.
The Option Agreement also shall Specify whether the Option is intended to be an
ISO within the meaning of Section 422 of the Code, or a NQSO whose grant is
intended not to fall under the provisions of Section 422 of the Code.

6.3 Option Price. The Option Price for each grant of an Option shall
not be less than one hundred percent (100%) of the Fair Market Value of such
Share on the date the Option is granted.

6.4 Duration of Options. Each Option shall expire at such time as the
Committee shall determine at the time of grant; provided, however, that no
Option shall be exercisable later than the tenth (10th) anniversary date of its
grant.

6.6 Payment. Options shall be exercised by the delivery of a written
notice of exercise to the Secretary of the Company, setting forth the number of
Shares with respect to which the Option is to be exercised, accompanied by fall
payment for the Shares.

The Option Price upon exercise of any Option shall be payable to the
Company in full either: (a) in cash or its equivalent, or (b) by tendering
previously acquired Shares having a Fair Market Value at the time of exercise
equal to the total Option Price (provided that the Shares which are tendered
must have been held by the Participant for at least six (6) months prior to
their tender to satisfy the Option Price), or ( c) a combination of (a) and (b).

The Committee also may allow cashless exercise as permitted under
Federal Reserve Board's Regulation T, subject to applicable securities law
restrictions, or by any other means which the Committee determines to be
consistent with the Plan's purpose and applicable law. The proceeds from such a
payment shall be added to the general funds of the Company and shall be used for
general corporate purposes.

6.7 Restrictions on Share Transferability. The Committee shall impose
such restrictions on any Shares acquired pursuant to the exercise of an Option
under the Plan, as it may deem advisable, including, without limitation,
restrictions under applicable Federal securities laws, under the requirements of
any stock exchange or market upon which such Shares.
7
<PAGE>
are then listed and/or traded, and under any blue sky or state securities laws
applicable to such Shares.

6.8 Termination of Employment Due to Death, Disability, or
Retirement.

(a) Termination by Death. In the event the employment of a
Participant is terminated by reason of death, any outstanding Options
granted to that Participant which are vested as of the date of death
shall remain exercisable at any time prior to their expiration date, or
for one (1) year after the date that employment was terminated,
whichever period is shorter, by such person or persons as shall have
been named as the Participant's beneficiary, or by such persons that
have acquired the Participant's rights under the Option by will or by
the laws of descent and distribution.

The portion of any outstanding Option which is deemed vested under this
Plan as of the date of employment termination shall be determined
according to the following guidelines:

(i) The portion of the Option which is exercisable as of the
date of employment termination shall remain exercisable;

(ii) The percentage vesting of the portion of the Option which
otherwise would have vested at the end of the year in which employment
termination occurs, will equal a fraction, the numerator of which is
the number of full weeks of employment during the year in which
employment termination occurs, and the denominator of which is
fifty-two (52); and

(iii) The portion of the Option which is scheduled to vest in
a year which begins after the end of the year in which employment
termination occurs, shall be forfeited by the Participant and returned
to the Company (and shall once again be available for grant under the
Plan).

Any Options which are not vested as of the date of employment
termination shall expire immediately, and may not be exercised following such
time.

The portion of any outstanding Option which is deemed vested as of the
date the definition of Disability is determined to have been satisfied by the
Committee shall be
8
<PAGE>
determined pursuant to the guidelines set forth in Subparagraphs (a)(i) through
(a)(iii) of this Section 6.8.

Any Options that are not vested as of the date that the Committee
determines the definition of Disability to have been satisfied, shall expire
immediately, and may not be exercised following such date.

(c) Termination by Retirement. In the event the employment of
a Participant is terminated by reason of Retirement, any outstanding
Options granted to that Participant which are vested as of the
effective date of Retirement, shall remain exercisable at any time
prior to their expiration date, or for three (3) years after the
effective date of Retirement, whichever period is shorter.

The portion of any outstanding Option which is deemed vested as of the
effective date of Retirement shall be determined pursuant to the guidelines set
forth in Subparagraphs a(i) through a(iii) of this Section 6.8.

Any Options which are not vested as of the effective date of Retirement
shall expire immediately, and may not be exercised following such date.

(d) Exercised Limitations on ISOs. In the case of ISOs, the
tax treatment prescribed under Section 422 of the Internal Revenue Code
of 1986, as amended, may not be available if the Options are not
exercised within the Section 422 prescribed time periods after each of
the various types of employment termination.

Notwithstanding the exercise periods described in Subparagraphs (a),
(b), and (c) above, the Committee shall have the authority, in its sole
discretion, to accelerate the vesting of Options which are outstanding as of the
date of employment termination for one of the reasons described in this Section
6.8.

6.9 Termination of Employment for Other Reasons. If the employment of a
Participant shall terminate for any reason (other than the reasons set forth in
Section 6.8 or for Cause), all Options held by the Participant which are not
vested as of the effective date of employment termination immediately shall be
forfeited to the Company (and shall once again become available for grant under
the Plan). However, the Committee, in its sole discretion, shall have the right
immediately vest all or any portion of such Options, subject to such terms as
the Committee, in its sole discretion, deems appropriate.

Options which are vested as of the effective date of employment
termination may be exercised by the Participant within the period beginning on
the effective date of employment termination, and ending three (3) months after
such date.
9
<PAGE>
If the employment of a Participant shall terminate for Cause, all
outstanding Options held by the Participant immediately shall be forfeited to
the Company and no additional exercise period shall be allowed, regardless of
the vested status of the Options.

6.10 Nontransferability of Options. No Option granted under the Plan
may be sold, transferred, pledged, assigned, or otherwise alienated or
hypothecated, other than by will or by the laws of descent and distribution.
Further, all Options granted to a Participant under the Plan shall be
exercisable during his or her lifetime only by such Participant.

ARTICLE 7. RESTRICTED STOCK

7.1 Grant of Restricted Stock. Subject to the terms and provisions of
the Plan, the Committee, at any time and from time to time, may grant Shares of
Restricted Stock to eligible Employees in such amounts as the Committee shall
determine; provided that the total number of Shares of Restricted Stock granted
under this Plan shall not exceed 450,000 Shares of Restricted Stock.

"The sale or other transfer of the Shares of Stock represented
by this certificate, whether voluntary, involuntary, or by operation of
law, is subject to
10
<PAGE>
certain restrictions on transfer as set forth in the Del Webb
Corporation 1993 Executive Long-Term Incentive Plan, and in a
Restricted Stock Agreement. A copy of the Plan and such Restricted
Stock Agreement may be obtained from the Secretary of Del Webb
Corporation."

7.6 Removal of Restrictions. Except as otherwise provided in this
Article 7, Shares of Restricted Stock covered by each Restricted Stock grant
made under the Plan shall become freely transferable by the Participant after
the last day of the Period of Restriction. Once the Shares are released from the
restrictions, the Participant shall be entitled to have the legend required by
Section 7.5 removed from his or her Share certificate.

7.7 Voting Rights. During the Period of Restriction, Participants
holding Shares of Restricted Stock granted hereunder may exercise full voting
rights with respect to those Shares.

7.8 Dividend and Other Distributions. During the Period of Restriction,
Participants holding Shares of Restricted Stock granted hereunder shall be
entitled to receive all dividends and other distributions paid with respect to
those Shares while they are so held. If any such dividends or distributions are
paid in Shares, the Shares shall be subject to the same restrictions on
transferability and forfeitability as the Shares of Restricted Stock with
respect to which they were paid.

With the exception of a termination of employment for Cause, the
Committee, in its sole discretion, shall have the right to provide for lapsing
of the restrictions on Restricted Stock following employment termination, upon
such terms and provisions as it deems proper; provided that, no such lapsing of
restrictions shall occur after the expiration date of the Restricted Stock.

ARTICLE 8. PERFORMANCE UNITS

8.2 Value of Performance Units. Each Performance Unit shall have an
initial value that is established by the Committee at the time of grant. The
Committee shall set performance goals in its discretion which, depending on the
extent to which they are met, will determine the
11
<PAGE>
number and/or value of Performance Units that will be paid out to the
Participants. The time Period during which the performance goals must be met
shall be called a "Performance Period." Performance Periods shall, in all cases,
exceed six (6) months in length.

8.3 Earning of Performance Units. After the applicable Performance
Period has ended, the holder of Performance Units shall be entitled to receive
payout on the number of Performance Units earned by the Participant over the
Performance Period, to be determined as a function of the extent to which the
corresponding performance goals have been achieved.

8.4 Form and Timing of Payment of Performance Units. Payment of earned
Performance Units shall be made in a single lump sum, within forty-five (45)
calendar days following the close of the applicable Performance Period. The
Committee, in its sole discretion, may pay earned Performance Units in the form
of cash or in Options (or in a combination thereof) which have an aggregate Fair
Market Value equal to the value of the earned Performance Units at the close of
the applicable Performance Period.

Prior to the beginning of each Performance Period, Participants may
elect to defer the receipt of Performance Unit payout upon such terms as the
Committee deems appropriate.

8.5 Termination of Employment Due to Death, Disability, Retirement, or
Involuntary Termination (without Cause). In the event the employment of a
Participant is terminated by reason of Death, Disability, Retirement, or
involuntary termination without Cause during a Performance Period, the
Participant shall receive a prorated payout of the Performance units. The
prorated payout shall be determined by the Committee, in its sole discretion,
based upon the guidelines set forth with respect to the vesting of Options, as
specified in Sections 6.8 and 6.9 herein, and further adjusted based on the
achievement of the preestablished performance goals.

Payment of earned Performance Units shall be made at the same time
payments are made to Participants who did not terminate employment during the
applicable Performance Period.

8.6 Termination of Employment for Other Reasons. In the event that a
Participant terminates employment with the Company for any reason other than
those reasons set forth in Section 8.5, all Performance Units shall be forfeited
by the Participant to the Company, and shall once again be available for grant
under the Plan.

8.7 Nontransferability. Performance Units may not be sold, transferred,
pledged, assigned, or otherwise alienated or hypothecated, other than by will or
by the laws of descent and distribution. Further a Participant's rights under
the Plan shall be exercisable during the Participant's lifetime only by the
Participant or the Participant's legal representative.
12
<PAGE>
ARTICLE 9. BENEFICIARY DESIGNATION

Each Participant under the Plan may, from time to time, name any
beneficiary or beneficiaries (who may be named contingently or successively) to
whom any benefit under the Plan is to be paid in case of his or her death before
he or she receives any or all of such benefit. Each such designation shall
revoke all prior designations by the same Participant, shall be in a form
prescribed by the Company, and will be effective only when filed by the
Participant in writing with the Human Resource Department of the company during
the Participant's lifetime. In the absence of any such designation, benefits
remaining unpaid at the Participant's death shall be paid to the Participant's
estate.

ARTICLE 10. DEFERRALS

The Committee may permit a Participant to defer such Participant's
receipt of the payment of cash or the delivery of Shares that would otherwise be
due to such Participant by virtue of the exercise of an Option, the lapse or
waiver of restrictions with respect to Restricted Stock, or the satisfaction of
any requirements or goals with respect to Performance Units. If any such
deferral election is required or permitted, the Committee shall, in its sole
discretion, establish rules and procedures for such payment deferrals.

ARTICLE 11. RIGHTS OF EMPLOYEES

11.1 Employment. Nothing in the Plan shall interfere with or limit in
any way the right of the company to terminate any Participant's employment at
any time, nor confer upon any Participant any right to continue in the employ of
the company.

For purposes of the Plan, transfer of employment of a Participant
between the Company and any one of its Subsidiaries (or between Subsidiaries)
shall not be deemed a termination of employment.

11.2 Participation. No Employee shall have the right to be selected to
receive an Award under this Plan, or, having been so selected, to be selected to
receive a future Award.

ARTICLE 12. CHANGE IN CONTROL

Upon the occurrence of a Change in Control, unless otherwise
specifically prohibited by the terms of Article 17 herein:

(a) Any and all Options granted hereunder shall become
immediately exercisable;

(b) Any restriction periods and restrictions imposed on
Restricted Shares shall lapse, and within ten (10) business days after
the occurrence of a Change in Control, the
13
<PAGE>
stock certificates representing Shares of Restricted Stock, without any
restrictions or legend thereon, shall be delivered to the applicable
Participants;

(c) The target value attainable under all Performance Units
shall be deemed to have been fully earned for the entire Performance
Period as of the effective date of the Change in Control, except that
all Performance Units which shall have been outstanding less than six
(6) months on the effective date of the Change in Control shall not be
deemed to have earned the target value; and

(d) Subject to Article 13 herein, the Committee shall have the
authority to make any modifications to the Awards as determined by the
Committee to be appropriate before the effective date of the Change in
Control.

ARTICLE 13. AMENDMENT, MODIFICATION, AND TERMINATION

13.1 Amendment, Modification, and Termination.. With the approval of
the Board, at any time and from time to time, the Committee may terminate,
amend, or modify the Plan. However, without the approval of the stockholders of
the Company (as may be required by the Code, by the insider trading rules of
Section 16 of the Exchange Act, by any national securities exchange or system on
which the Shares are then listed or reported, or by a regulatory body having
jurisdiction with respect hereto) no such termination, amendment, or
modification may:

(a) Increase the total amount of Shares which may be issued
under this Plan, except as provided in Section 4.3 herein; or

(b) Change the class of Employees eligible to participate in
the Plan; or

(d) Extend the maximum period after the date of grant during
which Options may be exercised.

13.2 Awards Previously Granted. No termination, amendment, or
modification of the Plan shall in any manner adversely affect any Award
previously granted under the Plan, without the written consent of the
Participant holding such Award.

ARTICLE 14. WITHHOLDING

14.1 Tax Withholding. The Company shall have the power and the right to
deduct or withhold, or require a Participant to remit to the Company, an amount
sufficient to satisfy Federal, state, and local taxes (including the
Participant's FICA obligation required by law to be withheld with respect to any
grant, exercise, or payment made under or as a result of this Plan.
14
<PAGE>
14.2 Share Withholding. With respect to withholding required upon the
exercise of Options, upon the lapse of restrictions on Restricted Stock, or upon
any other taxable event, Participants shall satisfy all federal, state and local
tax withholding requirements by having, the Company withhold Shares (to the
extent that Shares are issued pursuant to the Award) having, a Fair Market Value
on the date the tax is to be determined equal to the maximum market total tax
which would be imposed on the transaction.

ARTICLE 15. INDEMNIFICATION

Each person who is or shall have been a member of the Committee, or of
the Board, shall be indemnified and held harmless by the Company against and
from any loss, cost, liability, or expense that may be imposed upon or
reasonably incurred by him or her in connection with or resulting from any
claim, action, suit, or proceeding to which he or she may be a party or in which
he or she may be involved by reason of any action taken or failure to act under
the Plan and against and from any and all amounts paid by him or her in
settlement thereof, with the Company's approval, or paid by him or her in
satisfaction of any judgment in any such action, suit, or proceeding against him
or her, provided he or she shall give the Company an opportunity, at its own
expense, to handle and defend the same before he or she undertakes to handle and
defend it on his or her own behalf. The foregoing right of indemnification shall
not be exclusive of any other rights of indemnification to which such persons
may be entitled under the Company's Certificate of Incorporation or Bylaws, as a
matter of law, or otherwise, or any power that the Company may have to indemnify
them or hold them harmless.

ARTICLE 16. SUCCESSORS

All obligations of the Company under the Plan, with respect to Awards
granted hereunder, shall be binding on any successor to the Company, whether the
existence of such successor is the result of a direct or indirect purchase,
merger, consolidation, or otherwise, of all or substantially all of the business
and/or assets of the Company.

ARTICLE 17. REQUIREMENTS OF LAW

17.1 Requirements of Law. The granting of Awards and the issuance of
Shares under the Plan shall be subject to all applicable laws, rules, and
regulations, and to such approvals by any governmental agencies or national
securities exchanges as may be required.

Notwithstanding any other provision set forth in the Plan, if required
by the then current Rule 16b-3 of the Exchange Act, any "derivative security or
equity security" offered pursuant to the Plan to any Insider may not be sold or
transferred for at least six (6) months after the date of grant of such Award,
except in the case of the death, disability, or termination of employment of the
Participant. The terms "equity security" and "derivative security" shall have
the meanings ascribed to them in the then current Rule 16b-3 of the Exchange
Act.
15
<PAGE>
17.2 Governing Law. To the extent not preempted by Federal law, the
Plan, and all agreements hereunder, shall be construed in accordance with and
governed by the laws of the State of Arizona.
16
<PAGE>
FIRST AMENDMENT
TO THE
DEL WEBB CORPORATION
1993 EXECUTIVE LONG-TERM INCENTIVE PLAN

1. THIS FIRST AMENDMENT shall only amend those Sections specified
herein and the remaining provisions of the plan not so amended are hereby
ratified and affirmed.

2. Section 6.10 of the Plan is hereby amended as follows:

6.10 Nontransferability of Options. The Human Resources
Committee of the Board of Directors, in its discretion, on a
case-by-case basis, may allow a Participant who has been
granted an Option under the Plan to assign or otherwise
transfer all or a portion of the rights under the Option to a
family member or members, or to a trust or similar entity
(including a family limited partnership) benefitting such
family member or members, subject to such restrictions,
limitations, or conditions as the Human resources Committee
deems to be appropriate.

3. Section 7.3 of the Plan is hereby amended as follows:

7.3 Transferability. The Human Resources Committee of the
Board of Directors, in its discretion, on a case-by-case
basis, may allow a participant who has been granted Shares of
Restricted Stock under the Plan to assign or otherwise
transfer all or a portion of the rights under the Shares of
Restricted Stock to a family member or members, or to a trust
or similar entity (including a family limited partnership)
benefitting such family member or members, subject to such
restrictions, limitations, or conditions as the Human
Resources Committee deems to be appropriate.

4. Section 8.7 of the Plan is hereby amended as follows:

8.7 Nontransferability. The Human Resources Committee of the
Board of Directors, in its discretion, on a case-by-case
basis, may allow a participant who has been granted
Performance Units under the Plan to assign or otherwise
transfer all or a portion of the rights under the Performance
Units to a family member or members, or to a trust or similar
entity (including a family limited partnership) benefitting
such family member or members, subject to such restrictions,
limitations, or conditions as the Human Resources Committee
deems to be appropriate.
<PAGE>
5. This first amendment is pursuant to a Board of Directors
resolution dated June 20, 1996, and is effective as of that
date.

DEL WEBB CORPORATION

By: /s/ Robertson C. Jones
----------------------------------
Robertson C. Jones
Vice President

THIRD AMENDMENT TO AMENDED AND
------------------------------
RESTATED REVOLVING LOAN AGREEMENT
---------------------------------

This Third Amendment to Amended and Restated Revolving Loan
Agreement ("Third Amendment") is entered into as of March 31, 1997 by and among
DEL WEBB CORPORATION, a Delaware corporation ("Borrower"), each bank whose name
is set forth on the signature pages of this Third Amendment (collectively, the
"Banks" and individually a "Bank"), BANK OF AMERICA NATIONAL TRUST AND SAVINGS
ASSOCIATION, a national banking association (the "Agent") and BANK ONE, ARIZONA,
NA, a national banking association (the "Co-Agent"). This Third Amendment is one
of the Loan Documents referred to in the Loan Agreement defined below. All terms
and agreements set forth in the Loan Agreement which are generally applicable to
the Loan Documents shall apply to this Third Amendment. Capitalized terms not
otherwise defined herein shall have the meanings given them in the Loan
Agreement.

RECITALS
--------

A. Borrower, the Banks, the Agent and the Co-Agent have
previously made and entered into that certain Amended and Restated Revolving
Loan Agreement, dated as of June 27, 1995, as amended by that certain First
Amendment to Amended and Restated Revolving Loan Agreement, dated as of December
15, 1995, and that certain Second Amendment to Amended and Restated Revolving
Loan Agreement, dated as of July 22, 1996 (the "Loan Agreement"), pursuant to
which the Banks agreed to make revolving loans to Borrower in the original
aggregate principal amount of up to $350,000,000 (the "Loan"). The Loan is
evidenced by the Loan Agreement and the various Line A Notes and Line B Notes
executed by Borrower in favor of the Banks.

B. Borrower has requested that certain modifications and
amendments be made to the Loan Agreement and, subject to the terms and
conditions contained herein, the Banks and the Agent have agreed to such
modifications and amendments, as more fully set forth below.

NOW, THEREFORE, for good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, Borrower, the Banks and
the Agent hereby agree as follows:

1. Amendment to Loan Agreement. Section 6.11 of the Loan Agreement is
hereby amended such that the reference to "$200,000,000" therein shall instead
read "$185,000,000."

2. Borrower's Representations and Warranties. Borrower hereby
represents and warrants that except as previously disclosed to the Banks in
writing, all of the representations
-1-
<PAGE>
and warranties contained in the Loan Documents are true and correct on and as of
the date of this Third Amendment as though made on that date and after giving
effect to this Third Amendment no Event of Default shall be continuing.

3. Effective Date. This Third Amendment shall become effective upon its
due execution, on or before May 15, 1997, by (a) Borrower, (b) the Agent, (c)
Banks constituting the Majority Banks and (d) all indicated signatories to the
Guarantors' Consent appended hereto. If this Third Amendment is not so duly
executed by all such signatories on or before May 15, 1997, then any signatories
hereon on such date shall be of no further force or effect. If so duly and
timely executed, this Third Amendment shall thereupon be effective as of March
31, 1997.

4. Amendment to Other Loan Documents. Each of the Loan Documents is
hereby amended such that all references to the Loan Agreement contained therein
shall be deemed to be made with respect to the Loan Agreement as amended hereby.
Each of the Loan Documents are hereby further amended such that any reference
contained therein to any document amended hereby shall be deemed to be made with
respect to such document as amended hereby. Each reference to Loan Documents
generally shall be deemed to include this Third Amendment.

5. Loan Documents in Full Force and Effect. Except as modified hereby,
the Loan Documents remain in full force and effect.

6. Governing Law. This Third Amendment shall be governed by, and
construed in accordance with, the Laws of the State of California.

7. Severability. If any provision of this Third Amendment is held
invalid or unenforceable by any court of competent jurisdiction, such holding
shall not invalidate or render unenforceable any other provision hereof.

8. Counterparts. This Third Amendment may be executed in counterparts
and any party may execute any counterpart, each of which shall be deemed to be
an original and all of which, taken together, shall be deemed to be one and the
same document.

9. Prior Agreements. This Third Amendment contains the entire agreement
between Borrower, the Banks and the Agent with respect to the subject matter
hereof, and all prior negotiations, understandings, and agreements with respect
thereto are superseded by this Third Amendment.
-2-
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Third
Amendment to be duly executed as of the date first above written.

"Borrower" BANK OF AMERICA NATIONAL
TRUST AND SAVINGS ASSOCIATION,
DEL WEBB CORPORATION as a Bank

By: ________________________________ By: ________________________________
John A. Spencer Carol E. Settles
Senior Vice President Vice President

"Agent" BANKBOSTON, N.A. (formerly known as
The First National Bank of Boston)
BANK OF AMERICA NATIONAL
TRUST AND SAVINGS ASSOCIATION,
as Agent By: ________________________________
Nicholas Whiting
Vice President
By: ________________________________
Derik J. Hart
Vice President GUARANTY FEDERAL BANK, F.S.B.

"Co-Agent" By: ________________________________
Richard V. Thompson
BANK ONE, ARIZONA, NA, as Co-Agent Vice President

By: ________________________________
Jennifer Pescatore
Assistant Vice President

"Banks"

BANK ONE, ARIZONA, NA, as a Bank

By: ________________________________
Jennifer Pescatore
Assistant Vice President
-3-
<PAGE>
CREDIT LYONNAIS LOS ANGELES FIRST UNION NATIONAL BANK OF
BRANCH NORTH CAROLINA

By: ________________________________ By: ________________________________
Dianne M. Scott R. Steven Hall
Vice President and Manager Vice President

NATIONSBANK, N.A., formerly known as FLEET NATIONAL BANK
NationsBank, N.A. (Carolinas)

By: ________________________________
By: ________________________________ Michael A. Cope
Robert L. Whittemore Vice President
Senior Vice President

BANK OF HAWAII

By: ________________________________
Joseph T. Donalson
Vice President
-4-
<PAGE>
GUARANTORS' CONSENT
-------------------

The undersigned do each hereby (a) consent to that certain
Third Amendment to Amended and Restated Revolving Loan Agreement, dated as of
March 31, 1997, by and among Del Webb Corporation ("Borrower"), the Banks named
therein, Bank of America National Trust and Savings Association, as Agent, and
Bank One, Arizona, NA, as Co-Agent, and (b) reaffirm (i) their respective
obligations under that certain Subsidiary Guaranty, dated as of June 27, 1995,
and (ii) that the Subsidiary Guaranty remains in full force and effect.

Dated: March 31, 1997

Asset One Corp., an Arizona corporation Del Webb Commercial Properties
Corporation, an Arizona corporation

By: _______________________________
Donald V. Mickus By: _______________________________
Treasurer Donald V. Mickus
Treasurer

Coventry of California, Inc.,
an Arizona corporation Del Webb Communities, Inc.,
an Arizona corporation

By: _______________________________
Donald V. Mickus By: _______________________________
Treasurer Donald V. Mickus
Treasurer

Del Webb California Corp.,
an Arizona corporation Del Webb Conservation Holding Corp., an
Arizona corporation

By: _______________________________
Donald V. Mickus By: _______________________________
Treasurer Donald V. Mickus
Treasurer

Guarantors' Consent
Page 1 of 5
<PAGE>
Del Webb Home Construction, Inc., Del Webb's Coventry Homes
an Arizona corporation Construction Co., an Arizona
corporation

By: _______________________________ By: _______________________________
Donald V. Mickus Donald V. Mickus
Treasurer Treasurer

Del Webb Homes, Inc., an Arizona Del Webb's Coventry Homes, Inc.,
corporation an Arizona corporation

By: _______________________________ By: _______________________________
Donald V. Mickus Donald V. Mickus
Treasurer Treasurer

Del Webb Communities of Nevada, Inc. Del Webb's Coventry Homes of Nevada,
(formerly known as Del Webb Kingswood Inc., an Arizona corporation (formerly
Parke, Inc.), an Arizona corporation known as Del Webb of Nevada, Inc.)

By: _______________________________ By: _______________________________
Donald V. Mickus Donald V. Mickus
Treasurer Treasurer

The Villages at Desert Hills, Inc. Del Webb's Coventry Homes Construction
(formerly known as Del Webb Lakeview of Tucson Co., an Arizona corporation
Corporation), an Arizona corporation

By: _______________________________
By: _______________________________ Donald V. Mickus
Donald V. Mickus Treasurer
Treasurer

Guarantors' Consent
Page 2 of 5
<PAGE>
Del Webb's Coventry Homes of Tucson, Del E. Webb Glen Harbor Development
Inc., an Arizona corporation Corporation, an Arizona corporation

By: _______________________________ By: _______________________________
Donald V. Mickus Donald V. Mickus
Treasurer Treasurer

Del E. Webb Cactus Development Corp., DW Aviation Co., an Arizona
an Arizona corporation corporation

By: _______________________________
By: _______________________________ Donald V. Mickus
Donald V. Mickus Treasurer
Treasurer

Fairmount Mortgage, Inc., an Arizona
Del E. Webb Development Co., L.P., corporation
a Delaware limited partnership

By: Del Webb Communities, Inc., By: _______________________________
general partner Richard W. Day
Treasurer

By:________________________
Donald V. Mickus Glen Harbor Joint Venture, an Arizona
Treasurer general partnership

By: Del E. Webb Glen Harbor
Del E. Webb Foothills Corporation, Development Corporation,
an Arizona corporation general partner

By: _______________________________ By: ______________________
Donald V. Mickus Donald V. Mickus
Treasurer Treasurer

Guarantors' Consent
Page 3 of 5
<PAGE>
Terravita Commercial Corp., an Arizona Del Webb Limited Holding Co.,
corporation an Arizona corporation

By: _______________________________ By: _______________________________
Donald V. Mickus Donald V. Mickus
Treasurer Treasurer

Terravita Corp., an Arizona corporation Del Webb Southwest Co., an Arizona
corporation

By: _______________________________
Donald V. Mickus By: _______________________________
Treasurer Donald V. Mickus
Treasurer

Terravita Home Construction Co.,
an Arizona corporation New Mexico Asset Corporation,
an Arizona corporation

By: _______________________________
Donald V. Mickus By: _______________________________
Treasurer Donald V. Mickus
Treasurer

Trovas Company, an Arizona corporation
Del Webb Texas Limited Partnership,
an Arizona limited partnership
By: _______________________________
Donald V. Mickus By: Del Webb Southwest Co.,
Treasurer an Arizona corporation

Trovas Construction Co., an Arizona By: ______________________
corporation Donald V. Mickus
Treasurer

By: _______________________________
Donald V. Mickus
Treasurer

Guarantors' Consent
Page 4 of 5
<PAGE>
New Mexico Asset Limited Partnership
(formerly known as New Mexico
Investment Co. Limited Partnership), an
Arizona limited partnership

By: Del Webb Corporation, a
Delaware corporation

By: ________________________
Donald V. Mickus
Treasurer
Guarantors' Consent
Page 5 of 5
<PAGE>
FOURTH AMENDMENT TO AMENDED AND
-------------------------------
RESTATED REVOLVING LOAN AGREEMENT
---------------------------------

This Fourth Amendment to Amended and Restated Revolving Loan
Agreement ("Fourth Amendment") is entered into as of April 29, 1997 by and among
DEL WEBB CORPORATION, a Delaware corporation ("Borrower"), each bank whose name
is set forth on the signature pages of this Third Amendment (collectively, the
"Banks" and individually a "Bank"), BANK OF AMERICA NATIONAL TRUST AND SAVINGS
ASSOCIATION, a national banking association (the "Agent") and BANK ONE, ARIZONA,
NA, a national banking association (the "Co-Agent"). This Fourth Amendment is
one of the Loan Documents referred to in the Loan Agreement defined below. All
terms and agreements set forth in the Loan Agreement which are generally
applicable to the Loan Documents shall apply to this Fourth Amendment.
Capitalized terms not otherwise defined herein shall have the meanings given
them in the Loan Agreement.

RECITALS
--------

A. Borrower, the Banks, the Agent and the Co-Agent have
previously made and entered into that certain Amended and Restated Revolving
Loan Agreement, dated as of June 27, 1995, as amended by that certain First
Amendment to Amended and Restated Revolving Loan Agreement, dated as of December
15, 1995, that certain Second Amendment to Amended and Restated Revolving Loan
Agreement, dated as of July 22, 1996, and that certain Third Amendment to
Amended and Restated Revolving Loan Agreement, dated as of March 31, 1997 (the
"Loan Agreement"), pursuant to which the Banks agreed to make revolving loans to
Borrower in the original aggregate principal amount of up to $350,000,000 (the
"Loan"). The Loan is evidenced by the Loan Agreement and the various Line A
Notes and Line B Notes executed by Borrower in favor of the Banks.

NOW, THEREFORE, for good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, Borrower, the Banks and
the Agent hereby agree as follows:

1. Amendment to Loan Agreement. Section 3.1(c) of the Loan Agreement is
hereby amended such that the reference to "1.95%" therein shall instead read
"1.70%."

2. Borrower's Representations and Warranties. Borrower hereby
represents and warrants that except as previously disclosed to the Banks in
writing, all of the representations
-1-
<PAGE>
and warranties contained in the Loan Documents are true and correct on and as of
the date of this Fourth Amendment as though made on that date and after giving
effect to this Fourth Amendment no Event of Default shall be continuing.

3. Effective Date. This Fourth Amendment shall become effective upon
its due execution, on or before May 15, 1997, by (a) Borrower, (b) the Agent,
(c) all of the Banks and (d) all indicated signatories to the Guarantors'
Consent appended hereto. If this Fourth Amendment is not so duly executed by all
such signatories on or before May 15, 1997, then any signatories hereon on such
date shall be of no further force or effect. If so duly and timely executed,
this Fourth Amendment shall thereupon be effective as of May 1, 1997.

5. Loan Documents in Full Force and Effect. Except as modified hereby,
the Loan Documents remain in full force and effect.

6. Governing Law. This Fourth Amendment shall be governed by, and
construed in accordance with, the Laws of the State of California.

7. Severability. If any provision of this Fourth Amendment is held
invalid or unenforceable by any court of competent jurisdiction, such holding
shall not invalidate or render unenforceable any other provision hereof.

8. Counterparts. This Fourth Amendment may be executed in counterparts
and any party may execute any counterpart, each of which shall be deemed to be
an original and all of which, taken together, shall be deemed to be one and the
same document.

9. Prior Agreements. This Fourth Amendment contains the entire
agreement between Borrower, the Banks and the Agent with respect to the subject
matter hereof, and all prior negotiations, understandings, and agreements with
respect thereto are superseded by this Fourth Amendment.
-2-
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Fourth
Amendment to be duly executed as of the date first above written.

"Borrower" BANK OF AMERICA NATIONAL
TRUST AND SAVINGS ASSOCIATION,
DEL WEBB CORPORATION as a Bank

By: ________________________________ By: ________________________________
John A. Spencer Carol E. Settles
Senior Vice President Vice President

"Co-Agent" By: ________________________________
Richard V. Thompson
BANK ONE, ARIZONA, NA, as Co-Agent Vice President

By: ________________________________
Jennifer Pescatore
Assistant Vice President

"Banks"

BANK ONE, ARIZONA, NA, as a Bank

By: ________________________________
Jennifer Pescatore
Assistant Vice President
-3-
<PAGE>
CREDIT LYONNAIS LOS ANGELES FIRST UNION NATIONAL BANK OF
BRANCH NORTH CAROLINA

By: ________________________________ By: ________________________________
Dianne M. Scott R. Steven Hall
Vice President and Manager Vice President

NATIONSBANK, N.A., formerly known as FLEET NATIONAL BANK
NationsBank, N.A. (Carolinas)

By: ________________________________
By: ________________________________ Michael A. Cope
Robert L. Whittemore Vice President
Senior Vice President

BANK OF HAWAII

By: ________________________________
Joseph T. Donalson
Vice President
-4-
<PAGE>
GUARANTORS' CONSENT
-------------------

The undersigned do each hereby (a) consent to that certain
Fourth Amendment to Amended and Restated Revolving Loan Agreement, dated as of
April 29, 1997, by and among Del Webb Corporation ("Borrower"), the Banks named
therein, Bank of America National Trust and Savings Association, as Agent, and
Bank One, Arizona, NA, as Co-Agent, and (b) reaffirm (i) their respective
obligations under that certain Subsidiary Guaranty, dated as of June 27, 1995,
and (ii) that the Subsidiary Guaranty remains in full force and effect.

Dated: April 29, 1997

Asset One Corp., an Arizona corporation Del Webb Commercial Properties
Corporation, an Arizona corporation

By: _______________________________
Donald V. Mickus By: _______________________________
Treasurer Donald V. Mickus
Treasurer

Coventry of California, Inc.,
an Arizona corporation Del Webb Communities, Inc.,
an Arizona corporation

By: _______________________________
Donald V. Mickus By: _______________________________
Treasurer Donald V. Mickus
Treasurer

Del Webb California Corp.,
an Arizona corporation Del Webb Conservation Holding Corp.,
an Arizona corporation