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                                                                   EXHIBIT 10.34




                             SCG HOLDING CORPORATION
           2000 EMPLOYEE STOCK PURCHASE PLAN (AS ADOPTED BY THE BOARD
                   OF DIRECTORS ON FEBRUARY 17, 2000; AMENDED
                          AND RESTATED APRIL 21, 2000)

         1. PURPOSE. The purpose of this SCG Holding Corporation 2000 Employee
Stock Purchase Plan (the "Plan") is to encourage stock ownership by eligible
employees of SCG Holding Corporation (the "Company") and its Subsidiaries and
thereby provide employees with an incentive to contribute to the profitability
and success of the Company. The Plan is intended to qualify as an "employee
stock purchase plan" under Section 423 of the Code and will be maintained for
the exclusive benefit of eligible employees of the Company and its Subsidiaries.

         2. DEFINITIONS. For purposes of the Plan, in addition to the terms
defined in Section 1, the following terms are defined:

                  (a) "Board" means the Board of Directors of the Company.

                  (b) "Cash Account" means the account maintained on behalf of a
Participant by the Company for the purpose of holding cash contributions
withheld from payroll pending investment in Stock.

                  (c) "Code" means the Internal Revenue Code of 1986, as
amended.

                  (d) "Custodian" means Solomon Smith Barney or any successor or
replacement appointed by the Board or its delagatee under Section 3(a).

                  (e) "Earnings" means a Participant's salary or wages,
including bonuses, for services performed for the Company and its Subsidiaries
and received by a Participant for services rendered during an Offering Period.

                  (f) "Fair Market Value" means the closing price of the Stock
on the relevant date as reported on NASDAQ (or any national securities exchange
or quotation system on which the Stock is then listed), or if there were no
sales on that date the closing price on the next preceding date for which a
closing price was reported; provided, however, that for any Offering Period
beginning on the IPO Date, the Fair Market Value of the Stock on the first day
of such Offering Period shall be deemed to be the price at which the Company's
Stock is offered under its initial public offering of Stock.

                  (g) "IPO Date" means the date on which the Company's initial
public offering of Stock is consummated.

                  (h) "Offering Period" means the period beginning on the IPO
Date and ending on the last day of the next calendar quarter, and every
three-month period thereafter. For Participants who do not reside in the United
States, if the day on which the Company receives approval by the applicable
foreign jurisdiction to offer common stock to Participants residing in that
jurisdiction is later than the day on which the Company's initial public
offering becomes effective, the Offering Period means the period beginning on
the day on which the Company


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receives approval by the applicable foreign jurisdiction to offer common stock
to such Participants and ending on the last day of the next calendar quarter,
and every three-month period thereafter.

                  (i) "Participant" means an employee of the Company or a
Subsidiary who is participating in the Plan.

                  (j) "Purchase Right" means a Participant's option to purchase
Stock that is deemed to be outstanding during an Offering Period. A Purchase
Right represents an "option" under Section 423 of the Code.

                  (k) "Stock" means the common stock of the Company.

                  (l) "Stock Account" means the account maintained on behalf of
the Participant by the Custodian for the purpose of holding Stock acquired under
the Plan.

                  (m) "Subsidiary" means any corporation (other than the
Company) in an unbroken chain of corporations beginning with the Company if each
of the corporations (other than the last corporation in the unbroken chain) owns
stock possessing 50% or more of the total combined voting power of all classes
of stock in one of the other corporations in the chain as set forth in Code
Section 424(f).

         3. ADMINISTRATION.

                  (a) Board Administration. The Plan will be administered by the
Board. The Board may delegate its administrative duties and authority (other
than its authority to amend the Plan) to any Board committee or to any officers
or employees or committee thereof as the Board may designate (in which case
references to the Board will be deemed to refer to the administrator to which
such duties and authority have been delegated). The Board will have full
authority to adopt, amend, suspend, waive, and rescind rules and regulations and
appoint agents as it deems necessary or advisable to administer the Plan, to
correct any defect or supply any omission or reconcile any inconsistency in the
Plan and to construe and interpret the Plan and rules and regulations
thereunder, to furnish to the Custodian such information as the Custodian may
require, and to make all other decisions and determinations under the Plan
(including determinations relating to eligibility). No person acting in
connection with the administration of the Plan will, in that capacity,
participate in deciding any matter relating to his or her participation in the
Plan.

                  (b) The Custodian. The Custodian will act as custodian under
the Plan, and will perform duties under the Plan and in any agreement between
the Company and the Custodian. The Custodian will establish and maintain
Participants Stock Accounts and any subaccounts as may be necessary or desirable
to administer the Plan.

                  (c) Waivers. The Board may waive or modify any requirement
that a notice or election be made or filed under the Plan a specified period in
advance on an individual case or by adopting a rule or regulation under the
Plan, without amending the Plan.


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                  (d) Other Administrative Provisions. The Company will furnish
information from its records as directed by the Board, and such records,
including a Participant's Earnings, will be conclusive on all persons unless
determined by the Board to be incorrect. Each Participant and other person
claiming benefits under the Plan must furnish to the Company in writing an
up-to-date mailing address and any other information as the Board or Custodian
may reasonably request. Any communication, statement, or notice mailed with
postage prepaid to any such Participant or other person at the last mailing
address filed with the Company will be deemed sufficiently given when mailed and
will be binding upon the named recipient. The Plan will be administered on a
reasonable and nondiscriminatory basis and uniform rules will apply to all
persons similarly situated. All Participants will have equal rights and
privileges (subject to the terms of the Plan) with respect to Purchase Right
outstanding during any given Offering Period in accordance with Code Section
423(b)(5).

         4. STOCK SUBJECT TO PLAN. Subject to adjustment as provided below, the
total number of shares of Stock reserved and available for issuance or which may
be otherwise acquired upon exercise of Purchase Rights under the Plan will be
1,500,000. If, at the end of any Offering Period, the number of shares of Stock
with respect to which Purchase Rights are to be exercised exceeds the number of
shares of Stock then available under the Plan, the Board shall make a pro rata
allocation of the shares of Stock remaining available for purchase in as uniform
a manner as shall be practicable and as it shall determine to be equitable. Any
shares of Stock delivered by the Company under the Plan may consist, in whole or
in part, of authorized and unissued shares or treasury shares or shares of Stock
purchased on the open market. The number and kind of such shares of Stock
subject to the Plan will be proportionately adjusted, as determined by the
Board, in the event of any extraordinary dividend or other distribution,
recapitalization, forward or reverse split, reorganization, merger,
consolidation, spin-off, combination, repurchase, or share exchange, or other
similar corporate transaction or event affecting the Stock.

         5. ENROLLMENT AND CONTRIBUTIONS.

                  (a) Eligibility. An employee of the Company or any Subsidiary
designated by the Board may be enrolled in the Plan for any Offering Period if
such employee is employed by the Company or a Subsidiary authorized to
participate in the Plan on the first day of the Offering Period, unless one of
the following applies to the employee:

                           (i)      such person has been employed by the Company
                                    or a Subsidiary less than 90 days; or

                           (ii)     such person is customarily employed by the
                                    Company or a Subsidiary for 20 hours or less
                                    a week; or

                           (iii)    such person is customarily employed by the
                                    Company or a Subsidiary for not more than
                                    five months in any calendar year;

                           (iv)     such person would, immediately upon
                                    enrollment, be deemed to own, for purposes
                                    of Section 423(b)(3) of the Code, an
                                    aggregate


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                                    of five percent or more of the total
                                    combined voting power or value of all
                                    outstanding shares of all classes of the
                                    Stock of the Company or any Subsidiary.

                           Notwithstanding the above, solely for purposes of the
first Offering Period under the Plan, an employee who is employed by the Company
or a Subsidiary on the first day of such Offering Period and who is otherwise
eligible to participate in the Plan shall not be required to satisfy the 90 day
employment period specified in 5(a)(i) above.

                           The Company will notify an employee of the date as of
which he or she is eligible to enroll in the Plan, and will make available to
each eligible employee the necessary enrollment forms. Notwithstanding the
above, any individual who is employed by the Company or a Subsidiary designated
by the Board and who is working outside of the United States shall not be
eligible to participate in the Plan if the laws of the country in which the
employee is working makes the offer of the Purchase Right or the delivery of
Stock under the Plan impractical. Additionally, the offer of the Purchase Right
and the delivery of Stock under the Plan shall be effective for any individual
who is employed by the Company or a Subsidiary and who is working outside of the
United States only after the Company has complied with the applicable laws of
the country in which the employee is working.

                  (b) Initial Enrollment. An employee who is eligible under
Section 5(a) (or who will become eligible on or before a given Offering Period)
may, after receiving current information about the Plan, initially enroll in the
Plan by executing and filing with the Company a properly completed enrollment
form, including the employee's election as to the rate of payroll contributions
for the Offering Period. To be effective for any Offering Period, such
enrollment form must be filed at least two weeks (or such other period
determined by the Board) preceding such Offering Period.

                  (c) Automatic Re-enrollment for Subsequent Offering Periods. A
Participant whose enrollment in, and payroll contributions under, the Plan
continues throughout a Offering Period will automatically be re-enrolled in the
Plan for the next Offering Period unless (i) the Participant terminates
enrollment before the next Offering Period in accordance with Section 7(a), or
(ii) the Participant is ineligible to participate under Section 5(a). The
initial rate of payroll contributions for a Participant who is automatically
re-enrolled for a Offering Period will be the same as the rate of payroll
contribution in effect at the end of the preceding Offering Period, unless the
Participant files a new enrollment form designating a different rate of payroll
contributions and such new enrollment form is received no later than two weeks
(or such other period determined by the Board) prior to the beginning of the
next Offering Period.

                  (d) Payroll Contributions. A Participant will make
contributions under the Plan by means of payroll deductions from each payroll
period which ends during the Offering Period, at the rate elected by the
Participant in his or her enrollment form in effect for that Offering Period
(except that such rate may be changed during the Offering Period to the extent
permitted below). The rate of payroll contributions elected by a Participant may
not be less than one percent (1%) nor more than ten percent (10%) of the
Participant's Earnings for each payroll period, and only whole percentages may
be elected; provided, however, that the Board may


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specify a lower minimum rate and higher maximum rate, subject to Section 8(c).
Notwithstanding the above, a Participant's payroll contributions will be
adjusted downward by the Company as necessary to ensure that the limit on the
amount of Stock purchased for an Offering Period set forth in Section 6(a)(iii)
is not exceeded. A Participant may elect to increase, decrease, or discontinue
payroll contributions for a future Offering Period by filing a new enrollment
form designating a different rate of payroll contributions, which form must be
received at least two weeks (or such other period determined by the Board) prior
to the beginning of an Offering Period to be effective for that Offering Period.
In addition, a Participant may elect to discontinue payroll contributions during
an Offering Period by filing a new enrollment form, such change to be effective
for the next payroll after the Participant's new enrollment form is received.

                  (e) Crediting Payroll Contributions to Cash Accounts. All
payroll contributions by a Participant under the Plan will be credited to a Cash
Account maintained by the Company on behalf of the Participant. The Company will
credit payroll contributions to each Participant's Cash Account as soon as
practicable after the contributions are withheld from the Participant's
Earnings.

                  (f) No Interest on Cash Accounts. No interest will be credited
or paid on cash balances in Participant's Cash Accounts pending investment in
Stock.

         6. PURCHASES OF STOCK

                  (a) Purchase Rights. Enrollment in the Plan for any Offering
Period by a Participant will constitute a grant by the Company of a Purchase
Right to such Participant for such Offering Period. Each Purchase Right will be
subject to the following terms:

                           (i)      The purchase price of each share of Stock
                                    purchased for each Offering Period will
                                    equal 85% of the lesser of the Fair Market
                                    Value of a share of Stock on the first day
                                    of an Offering Period, or the Fair Market
                                    Value of a share of Stock on the last day of
                                    an Offering Period.

                           (ii)     Except as limited in (iii) below, the number
                                    of shares of Stock that may be purchased
                                    upon exercise of the Purchase Right for a
                                    Offering Period will equal the number of
                                    shares (including fractional shares) that
                                    can be purchased at the purchase price
                                    specified in Section 6(a)(i) with the
                                    aggregate amount credited to the
                                    Participant's Cash Account as of the last
                                    day of an Offering Period.

                           (iii)    The number of shares of Stock subject to a
                                    Participant's Purchase Right for any
                                    Offering Period will not exceed the number
                                    derived by dividing $6,250 by 100% of the
                                    Fair Market Value of one share of Stock on
                                    the first day of the Offering Period for the
                                    Offering Period.


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                           (iv)     The Purchase Right will be automatically
                                    exercised on the last day of the Offering
                                    Period.

                           (v)      Payments by a Participant for Stock
                                    purchased under a Purchase Right will be
                                    made only through payroll deduction in
                                    accordance with Section 5(d) and (e).

                           (vi)     The Purchase Right will expire on the
                                    earlier of the last day of the Offering
                                    Period or the date on which the
                                    Participant's enrollment in the Plan
                                    terminates.

                  (b) Purchase of Stock. At or as promptly as practicable after
the last day of an Offering Period, amounts credited to each Participant's Cash
Account will be applied by the Company to purchase Stock, in accordance with the
terms of the Plan. Shares of Stock will be purchased from the Company or in the
open market, as the Board determines. The Company will aggregate the amounts in
all Cash Accounts when purchasing Stock, and shares purchased will be allocated
to each Participant's Stock Account in proportion to the cash amounts withdrawn
from such Participant's Cash Account. After completing purchases for each
Offering Period (which will be completed in not more than 15 calendar days after
the last day of an Offering Period), all shares of Stock so purchased for a
Participant will be credited to the Participant's Stock Account.

                  (c) Dividend Reinvestment; Other Distributions. Cash dividends
on any Stock credited to a Participant's Stock Account will be automatically
reinvested in additional shares of Stock; such amounts will not be available in
the form of cash to Participants. The Company will aggregate all purchases of
Stock in connection with dividend reinvestment for a given dividend payment
date. Purchases of Stock for purposes of dividend reinvestment will be made as
promptly as practicable (but not more than 15 calendar days) after a dividend
payment date. The purchases will be made directly from the Company at 100% of
the Fair Market Value of a share of Stock on the dividend payment date or on the
open market. Any shares of Stock distributed as a dividend or distribution in
respect of shares of Stock or in connection with a split of the Stock credited
to a Participant's Stock Account will be credited to such Account.

                  (d) Withdrawals and Transfers. Shares of Stock may be
withdrawn from a Participant's Stock Account, in which case one or more
certificates for whole shares may be issued in the name of, and delivered to,
the Participant, with such Participant receiving cash in lieu of fractional
shares based on the Fair Market Value of a share of Stock on the day preceding
the date of withdrawal. Alternatively, whole shares of Stock may be withdrawn
from a Participant's Stock Account by means of a transfer to a broker-dealer or
financial institution that maintains an account for the Participant, together
with the transfer of cash in lieu of fractional shares based on the Fair Market
Value of a share of Stock on the day preceding the date of withdrawal.
Participants may not designate any other person to receive shares of Stock
withdrawn or transferred under the Plan. A Participant seeking to withdraw or
transfer shares of Stock must give instructions to the Custodian in such manner
and form as may be prescribed by the Custodian, which instructions will be acted
upon as promptly as practicable. Withdrawals and transfers will be subject to
any fees imposed in accordance with Section 8(a).


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                  (e) Excess Account Balances. If any amounts remain in a Cash
Account following the date on which the Company purchases Stock for an Offering
Period as a result of the limitation set forth in Section 6(a)(iii) or for any
other reason, such amounts will be returned to the Participant as promptly as
practicable.

         7. TERMINATION AND DISTRIBUTIONS.

                  (a) Termination of Enrollment. A Participant's enrollment in
the Plan will terminate upon (i) the beginning of any payroll period or Offering
Period that begins after he or she files a written notice of termination of
enrollment with the Company, provided that such Participant will continue to be
deemed to be enrolled with respect to any completed Offering Period for which
purchases have not been completed, (ii) such time as the Participant becomes
ineligible to participate under Section 5(a) of the Plan, or (iii) the
termination of the Participant's employment by the Company and its Subsidiaries.
An employee whose enrollment in the Plan terminates may again enroll in the Plan
as of any subsequent Offering Period that is at least 90 days after such
termination of enrollment if he or she satisfies the eligibility requirements of
Section 5(a) as of such Offering Period. A Participant's election to discontinue
payroll contributions will not constitute a termination of enrollment.

                  (b) Distribution. As soon as practicable after a Participant's
enrollment in the Plan terminates, amounts in the Participant's Cash Account
which resulted from payroll contributions will be repaid to the Participant. The
Custodian will continue to maintain the Participant's Stock Account for the
Participant until the earlier of such time as the Participant directs the sale
of all Stock in the Account, withdraws, or transfers all Stock in the Account,
or one year after the Participant ceases to be employed by the Company and its
Subsidiaries. If a Participant's termination of enrollment results from his or
her death, all amounts payable will be paid to his or her estate.

         8. GENERAL.

                  (a) Costs. Costs and expenses incurred in the administration
of the Plan and maintenance of Accounts will be paid by the Company, to the
extent provided in this Section 8(a). Any brokerage fees and commissions for the
purchase of Stock under the Plan (including Stock purchased upon reinvestment of
dividends and distributions) will be paid by the Company, but any brokerage fees
and commissions for the sale of Stock under the Plan by a Participant will be
borne by such Participant. The rate at which such fees and commissions will be
charged to Participants will be determined by the Custodian or any broker-dealer
used by the Custodian (including an affiliate of the Custodian), and
communicated from time to time to Participants. In addition, the Custodian may
impose or pass through a reasonable fee for the withdrawal of Stock in the form
of stock certificates (as permitted under Section 6(d)), and reasonable fees for
other services unrelated to the purchase of Stock under the Plan, to the extent
approved in writing by the Company and communicated to Participants.

                  (b) Statements to Participants. The Participant's statement
will reflect payroll contributions, purchases, sales, and withdrawals and
transfers of shares of Stock and other Plan transactions by appropriate
adjustments to the Participant's Accounts. The Custodian will, not


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less frequently than quarterly, provide or cause to be provided a written
statement to the Participant showing the transactions in his or her Stock
Account and the date thereof, the number of shares of Stock credited or sold,
the aggregate purchase price paid or sales price received, the purchase or sales
price per share, the brokerage fees and commissions paid (if any), the total
shares held for the Participant's Stock Account (computed to at least three
decimal places), and such other information as agreed to by the Custodian and
the Company.

                  (c) Compliance with Section 423. It is the intent of the
Company that this Plan comply in all respects with applicable requirements of
Section 423 of the Code and regulations thereunder. Accordingly, if any
provision of this Plan does not comply with such requirements, such provision
will be construed or deemed amended to the extent necessary to conform to such
requirements.

         9. GENERAL PROVISIONS.

                  (a) Compliance With Legal and Other Requirements. The Plan,
the granting and exercising of Purchase Rights hereunder, and the other
obligations of the Company and the Custodian under the Plan will be subject to
all applicable federal and state laws, rules, and regulations, and to such
approvals by any regulatory or governmental agency as may be required. The
Company may, in its discretion, postpone the issuance or delivery of Stock upon
exercise of Purchase Rights until completion of such registration or
qualification of such Stock or other required action under any federal or state
law, rule, or regulation, or the laws of any country in which employees of the
Company and a Subsidiary who are nonresident aliens and who are eligible to
participate reside, or other required action with respect to any automated
quotation system or stock exchange upon which the Stock or other Company
securities are designated or listed, or compliance with any other contractual
obligation of the Company, as the Company may consider appropriate. In addition,
the Company may require any Participant to make such representations and furnish
such information as it may consider appropriate in connection with the issuance
or delivery of Stock in compliance with applicable laws, rules, and regulations,
designation or listing requirements, or other contractual obligations.

                  (b) Limits on Encumbering Rights. No right or interest of a
Participant under the Plan, including any Purchase Right, may be pledged,
encumbered, or hypothecated to or in favor of any party, subject to any lien,
obligation, or liability of such Participant, or otherwise assigned,
transferred, or disposed of except pursuant to the laws of descent or
distribution, and any right of a Participant under the Plan will be exercisable
during the Participant's lifetime only by the Participant.

                  (c) No Right to Continued Employment. Neither the Plan nor any
action taken hereunder, including the grant of a Purchase Right, will be
construed as giving any employee the right to be retained in the employ of the
Company or any of its Subsidiaries, nor will it interfere in any way with the
right of the Company or any of its Subsidiaries to terminate any employee's
employment at any time.

                  (d) Taxes. The Company or any Subsidiary is authorized to
withhold from any payment to be made to a Participant, including any payroll and
other payments not related to the


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Plan, amounts of withholding and other taxes due in connection with any
transaction under the Plan, and a Participant's enrollment in the Plan will be
deemed to constitute his or her consent to such withholding. In addition,
Participants may be required to advise the Company of sales and other
dispositions of Stock acquired under the plan in order to permit the Company to
comply with tax laws and to claim any tax deductions to which the Company may be
entitled with respect to the Plan. This provision and other Plan provisions do
not set forth an explanation of the tax consequences to Participants under the
Plan. A brief summary of the tax consequences will be included in disclosure
documents to be separately furnished to Participants.

                  (e) Changes to the Plan. The Board may amend, alter, suspend,
discontinue, or terminate the Plan without the consent of shareholders or
Participants, except that any such action will be subject to the approval of the
Company's shareholders within one year after such Board action if such
shareholder approval is required by any federal or state law or regulation or
the rules of any automated quotation system or stock exchange on which the Stock
may then be quoted or listed, or if such shareholder approval is necessary in
order for the Plan to continue to meet the requirements of Section 423 of the
Code, and the Board may otherwise, in its discretion, determine to submit other
such actions to shareholders for approval. However, without the consent of an
affected Participant, no amendment, alteration, suspension, discontinuation, or
termination of the Plan may materially and adversely affect the rights of such
Participant with respect to outstanding Purchase Rights relating to any Offering
Period that has been completed prior to such Board action. The foregoing
notwithstanding, upon termination of the Plan the Board may (i) elect to
terminate all outstanding Purchase Rights at such time as the Board may
designate, and all amounts contributed to the Plan which remain in a
Participant's Cash Account will be returned to the Participant (without
interest) as promptly as practicable, or (ii) shorten the Offering Period to
such period determined by the Board and use amounts credited to a Participant
Cash Account to purchase Stock.

                  (f) No Rights to Participate; No Shareholder Rights. No
Participant or employee will have any claim to participate in the Plan with
respect to Offering Periods that have not commenced, and the Company will have
no obligation to continue the Plan. No Purchase Right will confer on any
Participant any of the rights of a shareholder of the Company unless and until
Stock is duly issued or transferred and delivered to the Participant (or
credited to the Participant's Stock Account).

                  (g) Fractional Shares. Unless otherwise determined by the
Board, purchases of Stock under the Plan executed by the Custodian may result in
the crediting of fractional shares of Stock to the Participant's Stock Account.
Such fractional shares will be computed to at least three decimal places.
Fractional shares will not, however, be issued by the Company, and certificates
representing fractional shares will not be delivered to Participants under any
circumstances.

                  (h) Plan Year. The Plan will operate on a plan year that
begins on January 1 and ends December 31 in each year.

                  (i) Governing Law. The validity, construction, and effect of
the Plan and any rules and regulations relating to the Plan will be determined
in accordance with the laws of the

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State of Arizona, without giving effect to principles of conflicts of laws, and
applicable federal law.

                  (j) Effective Date. The Plan will become effective on the IPO
Date, subject to the Plan being approved by shareholders of the Company, at a
meeting by a vote sufficient to meet the requirements of Section 423(b)(2) of
the Code. If the Plan is not approved in accordance with Section 423(b)(2) of
the Code, each Participant's Purchase Right shall be void and amounts credited
to the Participant's Cash Account shall be promptly returned to the Participant.




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