AMENDMENT TO EMPLOYMENT AND CONSULTING AGREEMENT This Amendment (the "Amendment") is entered into as of the 9th day of March, 1999, by DEL WEBB CORPORATION, a Delaware corporation (the "Company"), and Philip J. Dion ("Dion"). WHEREAS, the Company and...

                             AMENDMENT TO EMPLOYMENT
                            AND CONSULTING AGREEMENT


         This Amendment (the  "Amendment")  is entered into as of the 9th day of
March,  1999, by XXX XXXX CORPORATION,  a Delaware  corporation (the "Company"),
and Xxxxxx X. Xxxx ("Dion").

         WHEREAS, the Company and Dion have entered into that certain Employment
and Consulting Agreement (the "Agreement"), dated July 10, 1996; and

         WHEREAS, the Company and Dion desire to amend the Agreement in certain
respects;

         NOW THEREFORE, the Agreement is hereby amended as follows:

         1.       Section 10(b)(1) of the Agreement is hereby amended to read as
follows:

                  10(b)(1) If the Termination  Date occurs during the Employment
                  Period,  Company will pay Dion his Base Salary as set forth in
                  Section 4 (or as it may be increased from time to time),  plus
                  16-2/3%  of the  Base  Salary  in  lieu of  employee  benefits
                  referred to in Section 4(b), in equal bi-weekly  installments.
                  With each such payment,  Company also shall make an "Incentive
                  Compensation  Payment" to Dion. Each  "Incentive  Compensation
                  Payment"   shall   equal   the   average   annual   "Incentive
                  Compensation" paid to Dion by Company with respect to the five
                  fiscal   years   preceding   the  fiscal  year  in  which  the
                  Termination  Date occurs  divided by 26. For  purposes of this
                  Section,   "Incentive  Compensation"  refers  to  the  amounts
                  payable  to  Dion   pursuant  to  any   management   incentive
                  compensation or bonus program  sponsored by Company during the
                  fiscal years included in the five-year  averaging period.  The
                  payments  called  for  by the  preceding  provisions  of  this
                  Section  shall  continue  throughout  the  Employment  Period.
                  Company  then  shall  pay  Dion  the  Consulting  Fee in equal
                  bi-weekly payments throughout the Consulting Period.

         2.       Section  20 of the  Agreement  is  hereby  amended  to read as
follows:

                  "GOVERNING  LAW.  This  Agreement  shall  be  governed  by and
                  interpreted  in  accordance  with  the  laws of the  State  of
                  Delaware."

         3.       Except as amended  herein,  the  provisions  of the  Agreement
                  shall continue in full force and effect.

                                            XXX XXXX CORPORATION



                                            By:/s/ Xxxxxxxxx X. Xxxxx
                                               ---------------------------------
                                            Its: Senior Vice President
                                               ---------------------------------


                                               /s/ Xxxxxx X. Xxxx
                                               ---------------------------------
                                                       Xxxxxx X. Xxxx