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                                ON SEMICONDUCTOR          Exhibit 10.35
                       DIRECTOR DEFERRED COMPENSATION PLAN
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                                TABLE OF CONTENTS

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Section 1      Preamble....................................................  1
Section 2      DEFINITIONS.................................................  1
Section 3      ELIGIBILITY.................................................  3
Section 4      CONTRIBUTIONS...............................................  4
Section 5      WITHDRAWALS.................................................  4
Section 6      CREDITING OF CONTRIBUTIONS AND INCOME.......................  5
Section 7      VESTING.....................................................  7
Section 8      DISTRIBUTION OF BENEFITS....................................  7
Section 9      ADMINISTRATION OF THE PLAN..................................  9
Section 10     CLAIMS REVIEW PROCEDURE..................................... 11
Section 11     LIMITATION OF RIGHTS, CONSTRUCTION.......................... 12
Section 12     LIMITATION ON ASSIGNMENT; PAYMENTS TO LEGALLY
               INCOMPETENT DISTRIBUTEE..................................... 12
Section 13     AMENDMENT, MERGER, AND TERMINATION.......................... 13
Section 14     GENERAL PROVISIONS.......................................... 14


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                                ON SEMICONDUCTOR
                       DIRECTOR DEFERRED COMPENSATION PLAN


                                   SECTION 1
                                    PREAMBLE

         SCG Holding Corporation, dba ON Semiconductor (the "Company"), hereby
adopts the ON Semiconductor Director Deferred Compensation Plan (the "Plan") in
order to provide its non-employee directors with an opportunity and incentive to
save for retirement and other purposes.

                                   SECTION 2
                                  DEFINITIONS

         The following words and phrases used in the Plan with the initial
letter capitalized shall have the meanings set forth in this Section 2 (and
Section 1), unless a clearly different meaning is required by the context in
which the word or phrase is used:

         2.1 "Account" means the portion of a Participant's Account representing
deferrals by a Participant under Section 4.1, as adjusted to reflect the rate of
return on the Investment Funds in which the Account is invested and other
credits or charges under this Plan

         2.2 "Beneficiary" means the person or entity that a Participant, in his
most recent written designation filed with the Plan Administrator, has
designated to receive his benefit under the Plan in the event of his death.
Changes in designations of Beneficiaries may be made upon written notice to the
Plan Administrator in any form as the Plan Administrator may prescribe and the
Plan Administrator shall immediately notify the Trustee, in writing, of any
designation or change in designation.

         2.3 "Board" means the Board of Directors of the Company.

         2.4 "Cause" means if the Plan Administrator, in its reasonable and good
faith discretion, determines that the Director (a) fails to substantially
perform his duties (other than as a result of Disability), after the Board
delivers to the Participant a written demand for substantial performance that
specifically identifies the manner in which the Participant has not
substantially performed his duties; (b) engages in willful misconduct or gross
negligence that is materially injurious to the Company; (c) breaches his duty of
loyalty to the Company; (d) impermissibly removes from the premises of the
Company a document (of any media or form) relating to the Company or the
customers of the Company; or (e) has committed a felony or a serious crime
involving moral turpitude.

         2.5 "Change of Control" means and includes each of the following:

             (a) there shall be consummated any consolidation or merger of the
Company in which the Company is not the continuing or surviving entity, or
pursuant to which the Company's stock would be converted into cash, securities
or other property, other than a merger of the Company in which the holders of
the Company's stock immediately prior to the merger

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have the same proportionate ownership of beneficial interest of common stock or
interests of the surviving entity immediately after the merger;

             (b) there shall be consummated any sale, lease, exchange or other
transfer (in one transaction or a series of related transactions) of assets or
earning power aggregating more than 50% of the assets or earning power of the
Company;

             (c) the shareholders of the Company shall approve any plan or
proposal for liquidation or dissolution of the Company;

             (d) any person (as such term is used in Section 13(d) and 14(d)(2)
of the Securities and Exchange Act of 1934), other than (A) an employee benefit
plan of the Company or any entity holding shares of capital stock of the Company
for or pursuant to the terms of any such employee benefit plan in its role as an
agent or trustee for such plan, or (B) any affiliate of the Company as of the
Effective Date becomes the beneficial owner (within the meaning of Rule 13d-3
under the Exchange Act) of 50% or more of the Company's outstanding Stock; or

             (e) during any two-year period, individuals who at the beginning of
the period do not constitute a majority of the Board at the end of such period,
unless the election or the nomination for election by the Company's shareholders
of each new director was approved by a vote of at least two-thirds of the
directors then still in office who were directors at the beginning of the period

         2.6 "Code" means the Internal Revenue Code of 1986, as amended.

         2.7 "Deferral Contributions" means contributions by a Participant
pursuant to Section 4.1 of this Plan.


         2.8 "Director" means any member of the Board who is not an Employee.

         2.9 "Disability" means any illness or other physical or mental
condition of a Participant that renders the Participant incapable of performing
his customary and usual duties for the Company, or any medically determinable
illness or other physical or mental condition resulting from a bodily injury,
disease or mental disorder which in the judgment of the Plan Administrator is
permanent and continuous in nature. The Plan Administrator may require such
medical or other evidence as it deems necessary to judge the nature and
permanency of the Participant's condition.

         2.10 "Effective Date" of this Plan means February 17, 2000.

         2.11 "Employee" means each person receiving remuneration, or who is
entitled to remuneration, for services rendered to the Company as a common-law
employee.

         2.12 "Fees" means the sum of a Participant's annual retainer fees and
meeting fees payable to the Participant as a Director.


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         2.13 "Investment Fund" means the investment fund or funds established
by the Plan Administrator pursuant to Section 6.3, into which Participants may
direct the Trustee to invest amounts credited to their Accounts.

         2.14 "Participant" means a Director who has elected to participate
under Section 3.2 and whose participation has not been terminated. If indicated
by the context, the term Participant also includes former Participants whose
active participation in the Plan has terminated but who have not received all
amounts to which they are entitled under the Plan.

         2.15 "Participation Agreement" means the agreement entered into by the
Company and a Participant as set forth in Section 3.2.

         2.16 "Plan Administrator" means the Company or the committee designated
by the Company to carry out its responsibilities under the Plan as set forth in
Section 9.3.

         2.17 "Plan Year" shall mean the calendar year.

         2.18 "Trust Agreement" means that certain trust agreement established
pursuant to the Plan between the Company and the Trustee or any trust agreement
hereafter established, the provisions of which are incorporated herein by
reference.

         2.19 "Trustee" means the Trustee under the Trust Agreement.

         2.20 "Trust Fund" means all assets of whatsoever kind or nature held
from time to time by the Trustee pursuant to the Trust Agreement and forming a
part of this Plan, without distinction as to income and principal and without
regard to source, i.e., Participant contributions, earnings, or forfeitures.

         2.21 "Valuation Date" means the date or dates as of which amounts
credited to a Participant's Account are adjusted to reflect the crediting of
investment experience, the addition of Deferral Contributions, and subtraction
of distributions. The Valuation Date is the last business day of each Plan Year
and such other dates designated by the Plan Administrator.

                                   SECTION 3
                                  ELIGIBILITY

         3.1 GENERAL. Each Director shall be eligible to participate in the
Plan.

         3.2 APPLICATION TO PARTICIPATE. Each Director may become a Participant
by completing and signing an enrollment form provided by, or acceptable to, the
Plan Administrator and delivering the form to the Plan Administrator. The
Director must designate on the form the amount of his Deferral Contributions and
must authorize the Company to reduce his Fees in an amount equal to his Deferral
Contributions.

         3.3 TIMING OF PARTICIPATION. After a Director becomes eligible to
participate in the Plan, the Director has 30 days to notify the Plan
Administrator whether he will participate in the Plan. If the Director timely
notifies the Plan Administrator of his intent to participate in the Plan, the
Director's participation will commence on the first date that Fees are paid
following


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or coinciding with the first day of the calendar month after the Plan
Administrator is so notified. If the Director does not timely notify the Plan
Administrator of his intent to participate in the Plan, the Director's
participation may commence on the first day of any later Plan Year by notifying
the Plan Administrator prior to the first day of such Plan Year and provided
further that the Director remains eligible to participate in the Plan under
Section 3.1.

         3.4 REVISED PARTICIPATION AGREEMENTS. A Participant may file a new
Participation Agreement in order to change an election made in a previously
filed Participation Agreement. If the Participant changes the amount or rate of
his Deferral Contributions, the new amount or rate of Deferral Contributions
will become effective as of the end of the Plan Year in which such new
Participation Agreement is filed and only with respect to Fees payable for
services as a Director thereafter. If the new Participation Agreement changes
the method and/or timing of the commencement of distributions, the new election
will only be honored if at least one full calendar year elapses between (a) the
date as of which such distribution would otherwise have commenced and (b) the
date as of which such distribution will commence under such election.

                                   SECTION 4
                                 CONTRIBUTIONS

         4.1 PARTICIPANT CONTRIBUTIONS.

             (a) DEFERRAL OF FEES. For any Plan Year, a Participant may elect to
defer a portion of the Fees otherwise payable to him. Any such deferrals shall
be in whole percentages or a specific dollar amount of the Participant's Fees,
as specified in the Participant's Participation Agreement. Contributions of
amounts deferred shall be made by the Company directly to the Trust.

             (b) LIMITATIONS ON DEFERRALS. Unless otherwise provided by the Plan
Administrator, a Participant is permitted to defer up to 100% of the
Participant's Fees under this Plan.

         4.2 CHANGE IN PARTICIPANT CONTRIBUTIONS. A Participant may change the
amount or percentage of Deferral Contributions as of the first day of any Plan
Year by filing a new Participation Agreement or any other form permitted by the
Plan Administrator. The change shall become effective as provided in Section
3.4.

                                   SECTION 5
                                  WITHDRAWALS

         5.1 HARDSHIP. In the event of an unforeseeable financial emergency, a
Participant may make a written request to the Plan Administrator for a hardship
withdrawal from his Account. For purposes of this Plan, an "unforeseeable
financial emergency" is defined as a severe financial hardship to the
Participant resulting from a sudden and unexpected illness or accident of the
Participant or a dependent (as such term is defined in Section 152(a) of the
Code) of the Participant, loss of the Participant's property due to casualty, or
other similar extraordinary and unforeseeable circumstances arising as a result
of events beyond the control of the Participant. The granting of a Participant's
request for a hardship withdrawal shall be left to the


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absolute discretion of the Plan Administrator and the Plan Administrator may
deny such request even if an unforeseeable financial emergency clearly exists. A
request for a hardship withdrawal must be made in writing at least 30 days in
advance, on a form provided by the Plan Administrator, and must be expressed as
a specific dollar amount. The amount of a hardship withdrawal may not exceed the
lesser of the amount required to meet the Participant's unforeseeable financial
emergency or the entire balance of the Participant's Account. A hardship
withdrawal will not be permitted to the extent that the hardship is or may be
relieved through reimbursement or compensation by insurance or otherwise,
liquidation of the Participant's assets to the extent that such liquidation
would not itself cause a severe financial hardship, or by the cessation of
Deferral Contributions.

         5.2 ACCELERATION OF BENEFITS.

             (a) GENERAL. A Participant may elect to receive an accelerated
withdrawal by filing an election with the Plan Administrator on such forms as
may be prescribed from time to time by the Plan Administrator. If a Participant
makes such an election, the Participant shall receive a single lump sum payment
equal to the Participant's "available Account balance." For this purpose, the
Participant's "available Account balance" equals the lesser of (a) the value of
the Participant's Account as of the Valuation Date immediately prior to
termination of service (plus any Deferral Contributions made between such
Valuation Date and the date of termination of service), or (b) the sum of the
Participant's Deferral Contributions made under the Plan. The accelerated
withdrawal shall be paid as soon as reasonably practicable following the filing
of the election by the Participant.

             (b) FORFEITURE. If the Participant elects to receive an accelerated
withdrawal, the Participant shall forfeit any amounts ever credited as earnings
or income on Deferral Contributions to his Account. The Deferral Contributions
made by the Participant during the Plan Year in which the accelerated withdrawal
request is made shall not be forfeited.

             (c) SUSPENSION OF PARTICIPATION. If a Participant elects to receive
an accelerated withdrawal, the Participant's right to participate in the Plan
shall be suspended for all future periods.

         5.3 CREDITING OF WITHDRAWALS. Withdrawals and other distributions shall
be charged pro rata to the Investment Funds in which the Account of the
Participant is invested, pursuant to his designation under Section 6.3 hereof.

                                   SECTION 6
                      CREDITING OF CONTRIBUTIONS AND INCOME

         6.1 TRANSFER TO TRUSTEE. All Deferral Contributions shall be
transmitted to the Trustee by the Company as soon as reasonably practicable and
shall be credited to the Accounts of the Participants immediately upon receipt.
All payments from an Account between Valuation Dates shall be charged against
the Account as of the preceding Valuation Date. The Accounts are bookkeeping
accounts only and the Plan Administrator is not in any way obligated to
segregate assets for the benefit of any Participant.


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         6.2 CREDITING TO ACCOUNTS. Except as otherwise provided in the Plan and
Trust, as of each Valuation Date the Plan Administrator shall adjust each
Participant's Account with the positive or negative rate of return on the
Investment Funds selected by the Participant pursuant to Section 6.3(b). The
rate of return will be determined by the Plan Administrator pursuant to Section
6.3(c) and will be credited or charged against the "adjusted balance" of the
Account, which will be the balance of the Account as of the preceding Valuation
Date less all withdrawals, distributions and other amounts chargeable against
the Account pursuant to any other provisions of this Plan since the prior
Valuation Date. In the exercise of its discretion, the Plan Administrator also
may direct that a portion of the Deferral Contributions made since the prior
Valuation Date be considered in calculating the adjusted balance of the Account.

         6.3 INVESTMENT DIRECTION.

             (a) INVESTMENT FUNDS. The Plan Administrator shall establish one or
more Investment Funds in which each Participant shall invest amounts credited to
his Account. The Investment Funds shall include such funds as may be selected
from time to time by the Plan Administrator. The Investment Funds may be changed
from time to time by the Plan Administrator.

             (b) PARTICIPANT DIRECTIONS.

                 (1) GENERAL. Upon becoming a Participant of the Plan, each
Participant may, subject to the approval by the Trustee, direct that all of the
amounts attributable to his Account be invested in a single investment fund or
may direct fractional (percentage) increments of his Account to be invested in
such fund or funds as he shall desire, on such forms and in accordance with such
procedures, if any, as may be established by the Plan Administrator. Subject to
the Trustee's approval, such designation may be changed no more than twice per
Plan Year (or such other greater amount as permitted by the Plan Administrator
in its sole discretion), with respect to future contributions and transfers
among Investment Funds, by filing an election with the Plan Administrator, on a
form prescribed by the Plan Administrator. The designation will continue until
changed by the timely submission of a new form.

                 (2) DEFAULT SELECTION. In the absence of any designation, a
Participant will be deemed to have directed the investment of his Accounts in
such Investment Funds as the Trustee, in its sole and absolute discretion, shall
determine. In no event may a Participant designate the investment of his Account
in stock or other securities of the Company or any Affiliate.

                 (3) IMPACT OF ELECTION. The Participant's selection of
Investment Funds shall serve only as a measurement of the value of the Accounts
of the Participant pursuant to Section 6.2 and Section 6.3(c) and the Plan
Administrator and the Trustee are not required to invest a Participant's
Accounts in accordance with the Participant's selections.

             (c) RATE OF RETURN. As soon as possible after each Valuation Date,
the Plan Administrator shall determine the rate of return, positive or negative,
experienced on each of the Investment Funds. The rate of return determined by
the Plan Administrator in good faith


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and in its discretion pursuant to this Section shall be binding and conclusive
on the Participant, the Participant's Beneficiary and all parties claiming
through them.

             (d) CHARGES. The Plan Administrator may charge each Participant's
Account for the reasonable expenses of carrying out investment instructions
directly related to such Account.

                                   SECTION 7
                                    VESTING

         7.1 VESTING. Subject to Sections 5.2 and 8.1, Participant's shall have
a fully vested, non-forfeitable interest in his Account at all times.

                                   SECTION 8
                            DISTRIBUTION OF BENEFITS

         8.1 TERMINATION OF SERVICE. A Participant who terminates service as a
Director of the Company for any reason other than death or Disability is
entitled to a distribution of amounts credited to his Account at the time and in
the manner provided in Section 8.6. Notwithstanding the above, if the
Participant's service is terminated for Cause, the Participant will forfeit any
earnings or income ever credited to the Participant's Account and shall only be
entitled to a distribution equal to the lesser of (a) the value of the
Participant's Account as of the Valuation Date immediately prior to termination
of service (plus any Deferral Contributions made between such Valuation Date and
the date of termination of service), or (b) the sum of the Participant's
Deferral Contributions made under the Plan.

         8.2 DISABILITY RETIREMENT. A Participant who terminates service as a
Director of the Company due to Disability is entitled to a distribution of
amounts credited to his Account as provided in Section 8.6. Subject to Section
8.6, the payments may commence as of his date of termination of service due to
Disability.

         8.3 DEATH.

             (a) BENEFIT. If a Participant (which term for purposes of this
Section includes a former Participant) dies before the day on which his benefit
payments commence, the Participant's Beneficiary is entitled to a distribution
of amounts credited to the Participant's Account at the time and in the manner
provided in Section 8.6.

             (b) DEATH AFTER COMMENCEMENT OF BENEFITS. If a former Participant
dies after the day on which his benefit payments commence, but prior to the
complete distribution of all amounts to which such Participant is entitled, the
Participant's Beneficiary is entitled to receive any remaining amounts to which
the Participant would have been entitled had the Participant survived at the
time and in the manner provided in Section 8.6. The Plan Administrator may
require and rely upon such proofs of death and the right of any Beneficiary to
receive benefits under this Section 8.3 as the Plan Administrator may reasonably
determine, and its determination of death and the right of such Beneficiary to
receive payment is binding and conclusive upon all persons.


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         8.4 PLANNED DISTRIBUTIONS. A Participant may, in his Participation
Agreement, make an irrevocable election to receive a distribution of benefits
under this Plan with respect to all or any portion of Deferral Contributions
made under this Plan at a specific time prior to termination of service, death,
or Disability, provided, that such planned distribution may not be distributed
earlier than four years after the date to which the Deferral Contribution
relates is made and may not be paid out over a period of more than five years.

         8.5 CHANGE OF CONTROL. In the event of a Change of Control, the
Participant shall be entitled to a lump sum payment of the entire amount
allocated to the Participant's Account as of the date of such Change of Control.
Such payment shall be made within 30 days of the effective date of the event
constituting the Change of Control.

         8.6 TIME AND METHOD OF DISTRIBUTION OF BENEFITS.

             (a) TERMINATION. Payment to a Participant who is entitled to
benefits under Section 8.1 will commence within a reasonable time following the
Valuation Date next following the Participant's termination of service.

             (b) DISABILITY. Payment to a Participant who is entitled to
benefits under Section 8.2 will commence as soon as possible after the Valuation
Date next following the Participant's termination of service due to a
Disability.

             (c) DEATH AFTER COMMENCEMENT OF PAYMENTS. If a Participant dies
after the day on which his benefit payments commence but before the complete
distribution to such Participant of the benefits payable to him under the Plan,
any remaining benefits will be distributed to the Participant's Beneficiary in
either a single lump sum or over the period of years selected by the
Participant, provided that if the Participant's Beneficiary is not the
Participant's spouse, the distribution will be made in a lump sum. Payments to
the Beneficiaries entitled to payments pursuant to Section 8.3 will commence as
soon as possible following the death of the Participant.

             (d) DEATH BEFORE COMMENCEMENT OF BENEFITS. If a Participant dies
before the day on which his benefit payments commence, payments to the
Participant's Beneficiary will commence as soon as possible following the
Participant's death.

             (e) FORM OF PAYMENT. Any distribution paid from the Plan to a
Participant or Beneficiary from a Participant's Account will be paid in cash.
Except as otherwise provided in Sections 8.4 and 8.5, such distribution will be
paid in either a lump sum payment or in installments over a period not to exceed
15 years; provided that if the value of the Participant's Account at the time of
distribution is less than $100,000, the Plan Administrator reserves the right to
make such distribution in a lump sum. Any remaining balance in the Participant's
Account will be credited with investment experience in the Trust Fund.

         8.7 DESIGNATION OF BENEFICIARY. Each Participant has the right to
designate, on forms supplied by, or acceptable to, and delivered to the Plan
Administrator, a Beneficiary or Beneficiaries to receive his benefits in the
event of his death. For each Participant who is married, his Beneficiary will be
deemed to be his spouse, unless the Participant's spouse consents to the
Participant's Beneficiary designation to the contrary. Such consent must be in


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writing, must acknowledge the effect of the Beneficiary designation and the
spouse's consent thereto. Subject to the foregoing, each Participant may change
his Beneficiary designation from time to time in the manner described above and
the change will be effective upon receipt by the Plan Administrator, whether or
not the Participant is living at the time the notice is received. There is no
liability on the part of the Plan Administrator with respect to any payment
authorized by the Plan Administrator in accordance with the most recent valid
Beneficiary designation of the Participant in the Plan Administrator's
possession before receipt of a more recent and valid Beneficiary designation. If
no designated Beneficiary is living when benefits become payable, or if there is
no designated Beneficiary, the Beneficiary will be the Participant's spouse; or
if no spouse is then living, such Participant's issue, including any legally
adopted child or children, in equal shares by right of representation; or if no
such designated Beneficiary and no such spouse or issue, including any legally
adopted child or children, is living upon the death of a Participant, or if all
such persons die prior to the full distribution of such Participant's benefits,
then the Beneficiary shall be the estate of the Participant.

         8.8 PAYMENTS TO DISABLED. If a person entitled to any payment is under
a legal disability, or in the sole judgment of the Plan Administrator is
otherwise unable to apply such payment to his own interest and advantage, the
Plan Administrator in the exercise of its discretion may make any such payment
in any one or more of the following ways: (a) directly to such person, (b) to
his legal guardian or conservator, or (c) to his spouse or to any person charged
with the legal duty of his support, to be expended for his benefit. The decision
of the Plan Administrator will in each case be final and binding upon all
persons in interest.

         8.9 UNDERPAYMENT OR OVERPAYMENT OF BENEFITS. In the event that, through
misstatement or computation error, benefits are underpaid or overpaid, there is
no liability for any more than the correct benefit sums under the Plan.
Overpayments may be deducted from future payments under the Plan, and
underpayments may be added to future payments under the Plan. In lieu of
receiving reduced benefits under the Plan, a Participant or beneficiary may
elect to make a lump sum repayment of any overpayment.

                                   SECTION 9
                           ADMINISTRATION OF THE PLAN

         9.1 ADOPTION OF TRUST. The Company shall enter into a Trust Agreement
with the Trustee, which Trust Agreement shall form a part of this Plan and is
hereby incorporated herein by reference.

         9.2 POWERS OF THE PLAN ADMINISTRATOR.

             (a) The Plan Administrator is the named fiduciary with respect to
the administration of the Plan.

             (b) The Plan Administrator shall have the power and discretion to
perform the administrative duties described in this Plan or required for proper
administration of the Plan and shall have all powers necessary to enable it to
properly carry out such duties. Without limiting the generality of the
foregoing, the Plan Administrator shall have the power and discretion to
construe and interpret this Plan, to hear and resolve claims relating to this
Plan, and to decide all


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questions and disputes arising under this Plan. The Plan Administrator shall
determine, in its discretion, the status and rights of a Participant, and the
identity of the Beneficiary or Beneficiaries entitled to receive any benefits
payable hereunder on account of the death of a Participant.

             (c) Except as is otherwise provided hereunder, the Plan
Administrator shall determine the manner and time of payment of benefits under
this Plan. All benefit disbursements by the Trustee shall be made upon the
instructions of the Plan Administrator.

             (d) The decision of the Plan Administrator upon all matters within
the scope of its authority shall be binding and conclusive upon all persons.

             (e) The Plan Administrator shall file all reports and forms
lawfully required to be filed by the Plan Administrator and shall distribute any
forms, reports or statements to be distributed to Participants and others.

             (f) The Plan Administrator shall keep itself advised with respect
to the investment of the Trust Fund and shall report to the Company regarding
the investment and reinvestment of the Trust Fund not less frequently than
annually.

         9.3 CREATION OF COMMITTEE. The Company may appoint a committee to
perform its duties as Plan Administrator by the adoption of appropriate Board of
Directors resolutions. The committee must consist of at least two (2) members,
and they shall hold office during the pleasure of the Board of Directors. The
committee members shall serve without compensation but shall be reimbursed for
all expenses by the Company. The committee shall conduct itself in accordance
with the provisions of this Section 9. The members of the committee may resign
with 30 days notice in writing to the Company and may be removed immediately at
any time by written notice from the Company.

         9.4 CHAIRMAN AND SECRETARY. The committee shall elect a chairman from
among its members and shall select a secretary who is not required to be a
member of the committee and who may be authorized to execute any document or
documents on behalf of the committee. The secretary of the committee or his
designee shall record all acts and determinations of the committee and shall
preserve and retain custody of all such records, together with such other
documents as may be necessary for the administration of this Plan or as may be
required by law.

         9.5 APPOINTMENT OF AGENTS. The committee may appoint such other agents,
who need not be members of the committee, as it may deem necessary for the
effective performance of its duties, whether ministerial or discretionary, as
the committee may deem expedient or appropriate. The compensation of any agents
who are not employees of the Company shall be fixed by the committee within any
limitations set by the Board of Directors.

         9.6 MAJORITY VOTE AND EXECUTION OF INSTRUMENTS. In all matters,
questions and decisions, the action of the committee shall be determined by a
majority vote of its members. They may meet informally or take any ordinary
action without the necessity of meeting as a group. All instruments executed by
the committee shall be executed by a majority of its members or by any member of
the committee designated to act on its behalf.


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         9.7 ALLOCATION OF RESPONSIBILITIES. The committee may allocate
responsibilities among its members or designate other persons to act on its
behalf. Any allocation or designation, however, must be set forth in writing and
must be retained in the permanent records of the committee.

         9.8 CONFLICT OF INTEREST. No member of the committee who is a
Participant shall take any part in any action in connection with his
participation as an individual. Such action shall be voted or decided by the
remaining members of the committee.

         9.9 FIDUCIARY AUTHORITY. All delegations of fiduciary responsibility
set forth in this document regarding the determination of benefits and the
interpretation of the terms of the Plan confer discretionary authority upon the
named fiduciary.

                                   SECTION 10
                             CLAIMS REVIEW PROCEDURE

         10.1 CLAIMS.

             (a) FILING OF CLAIM. A Participant or Beneficiary entitled to
benefits need not file a written claim to receive benefits. If a Participant,
Beneficiary or any other person is dissatisfied with the determination of his
benefits, eligibility, participation or any other right or interest under this
Plan, such person may file a written statement setting forth the basis of the
claim with the Plan Administrator in a manner prescribed by the Plan
Administrator. In connection with the determination of a claim, or in connection
with review of a denied claim, the claimant may examine this Plan and any other
pertinent documents generally available to Participants relating to the claim
and may submit comments in writing.

             (b) NOTICE OF DECISION. A written notice of the disposition of any
such claim shall be furnished to the claimant within 30 days after the claim is
filed with the Plan Administrator, provided that the Plan Administrator may have
an additional period to decide the claim if it advises the claimant in writing
of the need for an extension and the date on which it expects to decide the
claim. The notice of disposition of a claim shall refer, if appropriate, to
pertinent provisions of this Plan, shall set forth in writing the reasons for
denial of the claim if the claim is denied (including references to any
pertinent provisions of this Plan), and where appropriate shall explain how the
claimant can perfect the claim.

         10.2 APPEALS.

             (a) If the claimant should appeal to the Plan Administrator, he, or
his duly authorized representative, may submit, in writing, whatever issues and
comments he, or his duly authorized representative, feels are pertinent. The
Plan Administrator shall re-examine all facts related to the appeal and make a
final determination as to whether the denial of benefits is justified under the
circumstances. The Plan Administrator shall advise the claimant in writing of
its decision on his appeal, the specific reasons for the decision, and the
specific Plan provisions on which the decision is based. The notice of the
decision shall be given within 60 days of the claimant's written request for
review, unless special circumstances (such as a hearing) would make the
rendering of a decision within the 60 day period infeasible, but in no event
shall the Plan Administrator render a decision regarding the denial of a claim
for benefits later than 120


                                                                              11
<PAGE>   14
days after its receipt of a request for review. If an extension of time for
review is required because of special circumstances, written notice of the
extension shall be furnished to the claimant prior to the date the extension
period commences.

             (b) If, upon appeal, the Plan Administrator shall grant the relief
requested by the claimant, then, in addition, the Plan Administrator shall award
to the claimant reasonable fees and expenses of counsel, or any other duly
authorized representative of claimant, which shall be paid by the Company. The
determination as to whether such fees and expenses are reasonable shall be made
by the Company in its sole and absolute discretion and such determination shall
be binding and conclusive on all parties.

         10.3 NOTICE OF DENIALS. The Plan Administrator's notice of denial of
benefits shall identify the address to which the claimant may forward his
appeal.

                                   SECTION 11
                       LIMITATION OF RIGHTS, CONSTRUCTION

         11.1 LIMITATION OF RIGHTS. Neither this Plan, the Trust nor membership
in the Plan shall give any person any right except to the extent that the right
is specifically fixed under the terms of the Plan. The establishment of the Plan
shall not be construed to give any individual a right to be continued in the
service of the Company or as interfering with the right of the Company to
terminate the service of any individual at any time.

         11.2 CONSTRUCTION. The masculine gender, where appearing in the Plan,
shall include the feminine gender (and vice versa), and the singular shall
include the plural, unless the context clearly indicates to the contrary.
Headings and subheadings are for the purpose of reference only and are not to be
considered in the construction of this Plan. If any provision of this Plan is
determined to be for any reason invalid or unenforceable, the remaining
provisions shall continue in full force and effect. All of the provisions of
this Plan shall be construed and enforced in accordance with the laws of the
State of Arizona.

                                   SECTION 12
                 LIMITATION ON ASSIGNMENT; PAYMENTS TO LEGALLY
                             INCOMPETENT DISTRIBUTEE

         12.1 ANTI-ALIENATION CLAUSE. No benefit which shall be payable under
the Plan to any person shall be subject in any manner to anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance or charge, and any
attempt to anticipate, alienate, sell, transfer, assign, pledge, encumber,
charge or otherwise dispose of the same shall be void. No benefit shall in any
manner be subject to the debts, contracts, liabilities, engagements or torts of
any person, nor shall it be subject to attachment or legal process for or
against any person, except to the extent as may be required by law.

         12.2 PERMITTED ARRANGEMENTS. Section 12.1 shall not preclude
arrangements for the withholding of taxes from benefit payments, arrangements
for the recovery of benefit overpayments, arrangements for the transfer of
benefit rights to another plan, or arrangements for direct deposit of benefit
payments to an account in a bank, savings and loan association or credit union
(provided that such arrangement is not part of an arrangement constituting an
assignment


                                                                              12
<PAGE>   15
or alienation). Additionally, Section 12.1 shall not preclude arrangements for
the distribution of the benefits of a Participant or Beneficiary pursuant to the
terms and provisions of a "domestic relations order" in accordance with such
procedures as may be established from time to time by the Plan Administrator.

         12.3 PAYMENT TO MINOR OR INCOMPETENT. Whenever any benefit which shall
be payable under the Plan is to be paid to or for the benefit of any person who
is then a minor or determined by the Plan Administrator to be incompetent by
qualified medical advice, the Plan Administrator need not require the
appointment of a guardian or custodian, but shall be authorized to cause the
same to be paid over to the person having custody of the minor or incompetent,
or to cause the same to be paid to the minor or incompetent without the
intervention of a guardian or custodian, or to cause the same to be paid to a
legal guardian or custodian of the minor or incompetent if one has been
appointed or to cause the same to be used for the benefit of the minor or
incompetent.

                                   SECTION 13
                       AMENDMENT, MERGER, AND TERMINATION

         13.1 AMENDMENT. The Company shall have the right at any time, by an
instrument in writing duly executed, acknowledged and delivered to the Plan
Administrator, to modify, alter or amend this Plan, in whole or in part,
prospectively or retroactively; provided, however, that the duties and
liabilities of the Plan Administrator and the Trustee hereunder shall not be
substantially increased without its written consent; and provided further that
the amendment shall not reduce any Participant's interest in the Plan,
calculated as of the date on which the amendment is adopted.

         13.2 MERGER OR CONSOLIDATION OF COMPANY. The Plan shall not be
automatically terminated by the Company's acquisition by or merger into any
other employer, but the Plan shall be continued after such acquisition or merger
if the successor employer elects and agrees to continue the Plan. All rights to
amend, modify, suspend, or terminate the Plan shall be transferred to the
successor employer, effective as of the date of the merger.

         13.3 TERMINATION OF PLAN OR DISCONTINUANCE OF CONTRIBUTIONS. It is the
expectation of the Company that this Plan and the payment of contributions
hereunder will be continued indefinitely. However, continuance of the Plan is
not assumed as a contractual obligation of the Company, and the right is
reserved at any time to terminate this Plan or to reduce, temporarily suspend or
discontinue contributions hereunder.

         13.4 LIMITATION OF COMPANY'S LIABILITY. The adoption of this Plan is
strictly a voluntary undertaking on the part of the Company and shall not be
deemed to constitute a contract between the Company and any Participant or to be
consideration for, an inducement to, or a condition of the continued service of
the Participant or any other individual. A Participant or Beneficiary shall not
have any right to retirement or other benefits except to the extent provided
herein.


                                                                              13
<PAGE>   16
                                   SECTION 14
                               GENERAL PROVISIONS


         14.1 STATUS OF PARTICIPANTS AS UNSECURED CREDITORS. All benefits under
the Plan shall be the unsecured obligations of the Company as applicable, and,
except for those assets which will be placed in the Trust established in
connection with this Plan, no assets will be placed in trust or otherwise
segregated from the general assets of the Company or each Company, as
applicable, for the payment of obligations hereunder. To the extent that any
person acquires a right to receive payments hereunder, such right shall be no
greater than the right of any unsecured general creditor of the Company.

         14.2 UNIFORM ADMINISTRATION. Whenever in the administration of the Plan
any action is required by the Plan Administrator, such action shall be uniform
in nature as applied to all persons similarly situated.

         14.3 HEIRS AND SUCCESSORS. All of the provisions of this Plan shall be
binding upon all persons who shall be entitled to any benefits hereunder, and
their heirs and legal representatives.

         To signify its adoption of this Plan document, the Company has caused
this Plan document to be executed by a duly authorized officer of the Company on
this 8th day of March, 2000.

                                              SCG HOLDING CORPORATION


                                              By    George H. Cave
                                                 ---------------------------
                                                Its Secretary
                                                    ------------------------


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