from 10-K405 ~20 pages Amended and Restated By-Laws

from 10-K405 >50 pages 3rd Amended & Restated Loan Agreement

from 10-K405 1 page Serp II Participant Listing Alexander, Mary Active Bacopulous, Dennis Active Bannister, Kim Active Beckner, Larry Active Contadino, Joe Term - In Payment Eck, Robert Active Gleason, Jack Active Haines, Chris Active Hanneman, Leroy* Active Hennessy, G. Tom Active Higginson, Scott Active Hull, Ken Active Jesberger, Michael Active Jones, Rob Active Lucas, Tom Active Mariucci, Anne Active McEnerny, Helen Active Mickus, Don Active Murray, John Term - In Payment Newman, Gary Active Noriega, Igor Active Pankratz, Frank Active Peterson, Scott Active Rau, David Active Roach, Charles Active Ryan, Thomas Term - In Payment Schreiner, David Active Schuttenberg, Lynn Active Wagoner, Robert Active Widener, Scott Active Wilkins, Dennis Term - In Payment

from 10-K405 1 page Directors and Officers 2000 Indemnification Agreements Directors Philip J. Dion D. Kent Anderson Leroy C. Hanneman, Jr. Michael O. Maffie Dr. J. Russell Nelson Peter A. Nelson Michael E. Rossi Glenn W. Schaeffer C. Anthony Wainwright Sam Yellen Officers Mary S. Alexander Kimball Bannister, III Larry W. Beckner John H. Gleason Leroy C. Hanneman Jr. Robertson C. Jones Anne L. Mariucci Helen M. McEnerney Donald V. Mickus Gary L. Newman Frank D. Pankratz Scott J. Peterson David E. Rau Charles T. Roach David G. Schreiner M. Lynn Schuttenberg John A. Spencer Robert R. Wagoner Scott C. Widener

from 10-K405 1 page Directors and Officers 2000 Change in Control Agreements Directors Philip J. Dion D. Kent Anderson Leroy C. Hanneman, Jr. Michael O. Maffie Dr. J. Russell Nelson Peter A. Nelson Michael E. Rossi Glenn W. Schaeffer C. Anthony Wainwright Sam Yellen Officers Mary S. Alexander Kimball Bannister, III Larry W. Beckner John H. Gleason Leroy C. Hanneman Jr. Robertson C. Jones Anne L. Mariucci Helen M. McEnerney Donald V. Mickus Gary L. Newman Frank D. Pankratz Scott J. Peterson David E. Rau Charles T. Roach David G. Schreiner M. Lynn Schuttenberg John A. Spencer Robert R. Wagoner Scott C. Widener

from 10-K405 ~5 pages Management Incentive Plan Fiscal 2001

from 10-K405 1 page Exec. Mgmt Incentive Plan Agr - Hanneman

from 10-K405 1 page Del Webb Corporation Supplemental Executive Retirement Plan No. 2 Amendment No. 5 the Del Webb Corporation Supplemental Executive Retirement Plan No. 2 (The "Plan") Is Hereby Amended as Follows, Effective as of July 22, 1999: Section 2.1 of the Plan Is Amended to Read as Follows: 2.1 Eligibility and Participation (A) Eligibility. Eligibility to Participate in the Plan Shall Be Limited to Key Management Personnel Approved by the CEO. Participants in the Del Webb Corporation Supplemental Executive Retirement Plan No. 1 Are Not Eligible to Participate in This Plan. (B) Participation. an Employee's Participation in the Plan Shall Be Effective Upon Notification of the Employee of Eligibility to Participate and Completion by the Employee of a Participation Agreement. (C) Participant. "Participant" Means Any Individual Who Has Satisfied the Conditions of This Section and Includes Any Individual Whose Employment Status Has Terminated or Changed Under Section 2.2 and Who Continues to Have Vested Benefit Rights. Except as Otherwise Provided Above, the Provisions of the Plan Shall Continue in Full Force and Effect. Del Webb Corporation By: Robertson C. Jones Its: Senior Vice President

from 10-K405 1 page Amendment Number Two to Employment and Consulting Agreement This Amendment Number Two to Employment and Consulting Agreement Is Entered Into as of This 19th Day of November, 1999 Between Del Webb Corporation, an Arizona Corporation (The "Company") and Philip 1. Dion ("Employee"). Recitals the Company and Employee Have Previously Entered Into an Employment and Consulting Agreement Dated as of July 10, 1996 Which Employment and Consulting Agreement Was Amended by an Amendment Number One to Employment and Consulting Agreement Dated March 9, 1999. the Company and Employee Now Desire by This Amendment Number Two to Further Amend the Employment and Consulting Agreement as Set Forth Below: Now Therefore, Company and Employee Agree That the Employment and Consulting Agreement Is Amended as Follows: 1. Pursuant to Paragraph 4(b) of the Employment and Consulting Agreement, Employee Is a Beneficiary Under Company's Deferred Compensation Plan (The "Plan"). Under the Terms of the Plan, Employee Will Have an Accrued Benefit as of November 30, 1999 of $1,432,209. Employee Hereby Agrees to Forfeit and -Forego One-Half (1/2) of This Benefit, or the Sum of $716,105, Effective Immediately, and in Consideration Therefor, the Company Agrees to Pay the Maximum Sum of $1,715,277 in Five (5) Equal Annual Payments, in Accordance With the Terms of That Certain Split-Dollar Agreement Between Company and the Dion 1999 Irrevocable Trust Went (The "Trust") of Even Date Herewith, in the Form of Exhibit "W' Attached Hereto and Incorporated Herein by Reference, With Respect to the Purchase of Life Insurance by the Trust on Employee's Life. 2. Except as Amended by This Amendment Number Two, the Employment and Consulting Agreement Shall Remain in Full Force and Effect. in Witness Whereof, This Amendment Number Two Has Been Executed by the Parties as of the Date First Above Written. Del Webb Corporation By: /S/ Robertson C. Jones /S/ Philip J. Dion Its Sr. Vice President Philip J. Dion

from 10-K405 1 page Subsidiaries of the Registrant

from 10-K405 1 page Consent of Kpmg Llp

from 10-K405 1 page Financial Data Schedule