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                                                                   EXHIBIT 10.14


                       CATELLUS DEVELOPMENT CORPORATION
               AMENDED AND RESTATED 1996 PERFORMANCE AWARD PLAN
                    (As Restated to Incorporate Amendments
                          through February 11, 1998)
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                                 TABLE OF CONTENTS
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<S>          <C>                                                           <C>
SECTION 1.   PURPOSE.....................................................    1

SECTION 2.   DEFINITIONS; RULES OF CONSTRUCTION..........................    1

SECTION 3.   ELIGIBILITY.................................................    5

SECTION 4.   AWARDS......................................................    5

SECTION 5.   SHARES OF STOCK AND UNITS AVAILABLE UNDER PLAN..............    8

SECTION 6.   AWARD AGREEMENTS............................................   10

SECTION 7.   ADJUSTMENTS; CHANGE OF CONTROL; ACQUISITIONS................   12

SECTION 8.   ADMINISTRATION..............................................   15

SECTION 9.   NON-EMPLOYEE DIRECTOR OPTIONS...............................   17

SECTION 10.  NON-EMPLOYEE DIRECTOR STOCK UNITS...........................   19

SECTION 11.  AMENDMENT AND TERMINATION OF THIS PLAN
              AND AWARD AGREEMENTS.......................................   19

SECTION 12.  MISCELLANEOUS...............................................   20

APPENDIX A.  TERMS AND PROVISIONS APPLICABLE TO
             DIRECTOR STOCK UNIT AWARDS..................................   A-1

SCHEDULE 1.  STOCK UNIT AWARD AGREEMENT..................................   S-1

</TABLE>
<PAGE>

                        CATELLUS DEVELOPMENT CORPORATION
                AMENDED AND RESTATED 1996 PERFORMANCE AWARD PLAN
                     (As Restated to Incorporate Amendments
                           through February 10, 1998)



SECTION 1.     PURPOSE.

The purpose of this Plan is to benefit the Corporation's stockholders by
encouraging high levels of performance by individuals who contribute to the
success of the Corporation and its Subsidiaries and to enable the Corporation
and its Subsidiaries to attract, motivate, retain and reward talented and
experienced individuals.  This Plan is also intended to enable the Corporation
to attract, motivate and retain experienced and knowledgeable independent
directors through the benefits provided under Section 9.


SECTION 2.     DEFINITIONS; RULES OF CONSTRUCTION.

(a)  DEFINED TERMS.  The terms defined in this Section shall have the following
     meanings for purposes of this Plan:

"AWARD" means an award granted pursuant to Section 4, Section 9 or Section 10,
including stock units originally granted under the Deferral Plan that were
converted into Director Stock Units under this Plan effective May 1, 1997 by
action of the Board.

"AWARD AGREEMENT" means an agreement described in Section 6, Section 9 or
Section 10 entered into between the Corporation and a Participant, setting forth
the terms and conditions of an Award granted to a Participant.

"BENEFICIARY" means a person or persons (including a trust or trusts) validly
designated by a Participant or, in the absence of a valid designation, entitled
by will or the laws of descent and distribution, to receive the benefits
specified in the Award Agreement and under this Plan in the event of a
Participant's death.

"BOARD OF DIRECTORS" or "BOARD" means the Board of Directors of the Corporation.

"CASH-BASED AWARDS" means Awards, as described in Section 4(a)(5), that, if
paid, must be paid in cash and that are neither denominated in nor have a value
derived from the value of, nor an exercise or conversion privilege at a price
related to, shares of Stock.

"CHANGE OF CONTROL" is defined in Section 7(c).

"CODE" means the Internal Revenue Code of 1986, as amended from time to time.

                                       1
<PAGE>

"COMMITTEE" means each of the Compensation and Benefits Committee, the
Compensation Review Committee and the Special Committee, unless the context
requires otherwise.

"COMPENSATION AND BENEFITS COMMITTEE" means the Compensation and Benefits
Committee of the Board, whose members are appointed by the Board from time to
time.  Although the Compensation and Benefits Committee has the authority under
the Plan to make grants of Awards to any Participant, it is anticipated that the
Compensation and Benefits Committee will make grants of Awards only to those
Participants who are not subject to Section 16 of the Exchange Act or Section
162(m) of the Code and the rules promulgated thereunder.

"COMPENSATION REVIEW COMMITTEE" means  the Compensation Review Committee of the
Board, whose members are appointed by the Board from time to time.  All of the
members of the Compensation Review Committee, which may not be less than two,
are intended at all times to qualify as "outside directors" within the meaning
of Section 162(m) of the Code, and as "non-employee directors" within the
meaning of Rule 16b-3; provided, however, that the failure of a member of such
committee to so qualify shall not be deemed to invalidate any Award granted by
such committee.  Although the Compensation Review Committee has the authority
under the Plan to make grants of Awards to any Participant, it is anticipated
that the Compensation Review Committee will make grants of Awards only to those
Participants who are subject to Section 16 of the Exchange Act and/or Section
162(m) of the Code and the rules promulgated thereunder.

"CORPORATION" means Catellus Development Corporation.

"DEFERRAL PLAN" means the Corporation's Non-Employee Directors Deferred Stock
Compensation Plan, which has been terminated.

"DIRECTOR STOCK UNIT" means a non-voting unit of measurement which is deemed for
bookkeeping purposes to be equivalent to one outstanding share of Common Stock
of the Company (subject to adjustment) solely for purposes of this Plan.

"DIRECTOR STOCK UNIT ACCOUNT" means the bookkeeping account established under
Section 10 and maintained by the Company on behalf of each Participant and
credited with Director Stock Units in accordance with Section 10.

"DIRECTOR STOCK UNIT AWARD" means a deferred payment award payable in Common
Stock based on Director Stock Units credited to a Director Stock Unit Account
under Section 10.

"EMPLOYEE" means any employee (whether or not also a director) of the
Corporation or any of its Subsidiaries, but excludes any part-time employee
(defined for these purposes as a person regularly working fewer than 30 hours
per week) or a temporary employee, and (in the case of an Incentive Stock
Option) an Employee of any Subsidiary that is not a "subsidiary corporation" of
the Corporation as defined in Code Section 424(f).

"EPS" means earnings per common share on a fully diluted basis determined by
dividing (i) net earnings, less dividends on preferred stock of the Corporation
by (ii) the weighted average number of common shares and common share
equivalents outstanding.

                                       2
<PAGE>

"EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended from time
to time.

"EXECUTIVE OFFICER" means executive officer as defined in Rule 3b-7 under the
Exchange Act, provided that, if the Board has designated the executive officers
of the Corporation for purposes of reporting under the Exchange Act, the
designation shall be conclusive for purposes of this Plan.

"FAIR MARKET VALUE" means the closing price of the relevant security for the
applicable date as reported on the composite tape of New York Stock Exchange
issues (or, if the security is not so listed, the principal national stock
exchange on which the security is then listed or, if the security is not listed
on any national stock exchange, such other reporting system as shall be selected
by the Committee).  The Committee shall determine the Fair Market Value of any
security that is not publicly traded using criteria as it shall determine, in
its sole discretion, to be appropriate for the valuation.

"FOR CAUSE" means (i) the continued failure by the Participant to substantially
perform his or her duties with the Corporation or a Subsidiary (other than any
such failure resulting from his or her incapacity due to physical or mental
illness), or (ii) conduct by the Participant which is materially injurious to
the Corporation or a Subsidiary, monetarily or otherwise, in either case as
determined by the Committee.

"INSIDER" means any person who is subject to Section 16(b) of the Exchange Act.

"NET CASH FLOW" means cash and cash equivalents derived from either (i) net cash
flow from operations or (ii) net cash flow from operations, financings and
investing activities, as determined by the Committee at the time an Award is
granted.

"NON-EMPLOYEE DIRECTOR" means a member of the Board of Directors of the
Corporation who is not also an Employee.

"OFFICER" means any officer (whether or not also an employee) of the Corporation
or any of its Subsidiaries, but excludes, in the case of an Incentive Stock
Option, an Officer of any Subsidiary that is not a "subsidiary corporation" of
the Corporation as defined in Code Section 424(f).

"OPTION" means a Nonqualified Stock Option or an Incentive Stock Option, as
described in Section 4(a)(1) or (2).

"PARTICIPANT" means any Employee, any Officer or any Non-Employee Director who
is granted an Award pursuant to this Plan that remains outstanding.

"PERFORMANCE-BASED AWARDS" is defined in Section 4(b).

"PERFORMANCE GOAL" means EPS or ROE or Net Cash Flow or Total Stockholder
Return, and "PERFORMANCE GOALS" means any combination thereof.

                                       3
<PAGE>

"QDRO" means a qualified domestic relations order as defined in Section 414(p)
of the Code or Title I, Section 206(d)(3) of the Employee Retirement Income
Security Act of 1974, as amended from time to time (to the same extent as if
this Plan was subject thereto), or the applicable rules thereunder.

"RETAINER" means the annual retainer payable by the Company to a Non-Employee
Director.

"ROE" means consolidated net income of the Corporation (less preferred
dividends) divided by the average consolidated common stockholders equity.

"RULE 16B-3" means Rule 16b-3 under Section 16 of the Exchange Act, as amended
from time to time.

"SHARE-BASED AWARDS" means Awards, as described in Sections 4(a)(1) through (4),
that are payable or denominated in or have a value derived from the value of, or
an exercise or conversion privilege at a price related to, shares of Stock and
Awards under Section 10.

"SHARE UNITS" means the number of units under a Share-Based Award that is
payable solely in cash or is actually paid in cash, determined by reference to
the number of shares of Stock by which the Share-Based Award is measured.

"SPECIAL COMMITTEE" means a committee consisting of one or more members of the
Board that is appointed by the Board from time to time.  The member or members
of the Special Committee need not qualify as "outside directors" within the
meaning of Section 162(m) of the Code, or as "non-employee directors" within the
meaning of Rule 16b-3.  Although the Special Committee has the authority under
the Plan, within limits (if any) authorized by the Compensation and Benefits
Committee, the Compensation Review Committee or the Board, to make grants of
Awards to any Participant, it is anticipated that the Special Committee will
make grants of Awards only to those Participants who are not subject to Section
16 of the Exchange Act or Section 162(m) of the Code and the rules promulgated
thereunder.

"STOCK" means shares of Common Stock of the Corporation, par value $.01 per
share, subject to adjustments made under Section 7 or by operation of law.

"STOCK TRADING PRICE" means the average of the closing prices of the relevant
security for 30 consecutive days as reported on the composite tape of New York
Stock Exchange issues (or, if the security is not so listed, the principal
national stock exchange on which the security is then listed or, if the security
is not listed on any national stock exchange, such other reporting system as
shall be selected by the Committee).  The Committee shall determine the Stock
Trading Price of any security that is not publicly traded using criteria as it
shall determine, in its sole discretion, to be appropriate for the valuation.

"SUBSIDIARY" means, as to any person, any corporation, association, partnership,
joint venture or other business entity of which 50% or more of the voting stock
or other equity interests (in the case of entities other than corporations) is
owned or controlled (directly or indirectly) by that entity, or by one or more
of the Subsidiaries of that entity, or by a combination thereof.

                                       4
<PAGE>

"TOTAL STOCKHOLDER RETURN" means, with respect to the Corporation or other
entities (if measured on a relative basis), the (i) change in the market price
of its common stock (as quoted in the principal market on which it is traded as
of the beginning and ending of the period) plus dividends and other
distributions paid, divided by (ii) the beginning quoted market price, all of
which is adjusted for any changes in equity structure including, but not limited
to, stock splits and stock dividends.

(b)  FINANCIAL AND ACCOUNTING TERMS.  Except as otherwise expressly provided or
     the context otherwise requires, financial and accounting terms, including
     terms defined herein as Performance Goals, are used as defined for purposes
     of, and shall be determined in accordance with, generally accepted
     accounting principles and as derived from the audited consolidated
     financial statements of the Corporation, prepared in the ordinary course of
     business.

(c)  RULES OF CONSTRUCTION.  For purposes of this Plan and the Award Agreements,
     unless otherwise expressly provided or the context otherwise requires, the
     terms defined in this Plan include the plural and the singular, and
     pronouns of either gender or neuter shall include, as appropriate, the
     other pronoun forms.


SECTION 3.     ELIGIBILITY

Any one or more Awards may be granted to any Employee or any Officer who is
designated by the Compensation and Benefits Committee, the Compensation Review
Committee or the Special Committee to receive an Award.  Non-Employee Directors
shall not be eligible to receive any Awards except for (a) the Nonqualified
Stock Options granted automatically without action of any Committee under the
provisions of Section 9, and (b) Director Stock Unit Awards pursuant to Section
10.


SECTION 4.     AWARDS

(a)  TYPE OF AWARDS.  Each Committee may grant any of the following types of
     Awards, either singly, in tandem or in combination with other Awards:

     (1) Nonqualified Stock Options.  A Nonqualified Stock Option is an Award in
the form of an option to purchase Stock that is not intended to comply with the
requirements of Code Section 422.  Unless the Committee provides otherwise, and
such provision is reflected in the Award Agreement, the exercise price of each
Nonqualified Stock Option granted under this Plan shall be not less than the
Fair Market Value of the Stock on the date that the Option is granted.

     (2) Incentive Stock Options.  An Incentive Stock Option is an Award in the
form of an option to purchase Stock that is intended to comply with the
requirements of Code Section 422 or any successor section of the Code.  The
exercise price of each Incentive Stock Option granted under this Plan shall be
not less than the Fair Market Value of the Stock on the date that the Option is
granted; provided, however, that the exercise price of any Incentive Stock
Option

                                       5
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granted to a Participant who owns more than 10% of the total combined voting
power of all classes of stock of the Corporation or any Subsidiary shall not be
less than 110% of such Fair Market Value. In addition, the Committee shall
include such other terms of any Incentive Stock Option as it deems necessary or
desirable to qualify the Option as an incentive stock option under the
provisions of Section 422 of the Code. To the extent that the aggregate "fair
market value" of Stock with respect to which one or more incentive stock options
first become exercisable by a Participant in any calendar year exceeds $100,000,
taking into account both Stock subject to Incentive Stock Options under this
Plan and stock subject to incentive stock options under all other plans of the
Corporation or of other entities referenced in Code Section 422(d)(1), the
Options shall be treated as Nonqualified Stock Options.

     (3) Stock Appreciation Rights.  A Stock Appreciation Right is an Award in
the form of a right to receive, upon surrender of the right, but without other
payment, an amount based on appreciation in the value of Stock over a base price
established in the Award, payable in cash, Stock or such other form or
combination of forms of payout, at times and upon conditions (which may include
a Change of Control), as may be approved by the Committee.  Unless the Committee
provides otherwise, and such provision is reflected in the Award Agreement, the
minimum base price of a Stock Appreciation Right granted under this Plan shall
be not less than the lowest of the Fair Market Value of the underlying Stock on
the date the Stock Appreciation Right is granted or, in the case of a Stock
Appreciation Right related to an Option (whether already outstanding or
concurrently granted), the exercise price of the related Option.

     (4) Other Share-Based Awards.  Each Committee may from time to time grant
Awards under this Plan that provide Participants with Stock or the right to
purchase Stock, or provide other incentive Awards (including, but not limited
to, phantom stock or units, performance stock or units, bonus stock, dividend
equivalent units, or similar securities or rights) that have a value derived
from the value of, or an exercise or conversion privilege at a price related to,
or that are otherwise payable in shares of Stock.  The Awards shall be in a form
determined by the Committee, provided that the Awards shall not be inconsistent
with the other express terms of this Plan.  Awards under this Section 4(a)(4) to
Executive Officers that are either granted or become vested, exercisable or
payable based on attainment of one or more of the Performance Goals shall only
be granted as Performance-Based Awards under Section 4(b).  Restricted stock may
not be issued under this Plan.

     (5) Cash-Based Awards.  Cash-Based Awards are Awards that provide
Participants with the opportunity to earn a cash payment based upon the level of
performance of the Corporation relative to one or more Performance Goals
established by the Committee for an award cycle of more than one but not more
than five years.  For each award cycle, the Committee shall determine the size
of the Awards, the Performance Goals, the performance targets as to each of the
Performance Goals, the level or levels of achievement necessary for award
payments and the weighting of the Performance Goals, if more than one
Performance Goal is applicable.  Cash-Based Awards to Executive Officers that
are either granted or become vested, exercisable or payable based on attainment
of one or more Performance Goals shall only be granted as Performance-Based
Awards under Section 4(b).

                                       6
<PAGE>

(b)  SPECIAL PERFORMANCE-BASED AWARDS.  Without limiting the generality of the
     foregoing, any of the type of Awards listed in Section 4(a) also may be
     granted by the Compensation Review Committee as awards that satisfy the
     requirements for "performance-based compensation" within the meaning of
     Code Section 162(m) ("PERFORMANCE-BASED AWARDS"), the grant, vesting,
     exercisability or payment of which depends on the degree of achievement of
     the Performance Goals relative to preestablished targeted levels for the
     Corporation on a consolidated basis.  Notwithstanding anything contained in
     this Section 4(b) to the contrary, any Option or Stock Appreciation Right
     awarded by the Compensation Review Committee with an exercise price or a
     base price not less than Fair Market Value on the date of grant shall be
     subject only to the requirements of clauses (1) and (3)(A) below in order
     for such Awards to satisfy the requirements for Performance-Based Awards
     under this Section 4(b) (with such Awards hereinafter referred to as a
     "QUALIFYING OPTION" or a "QUALIFYING STOCK APPRECIATION RIGHT",
     respectively).  With the exception of any Qualifying Option or Qualifying
     Stock Appreciation Right, an Award by the Compensation Review Committee
     that is intended to satisfy the requirements of this Section 4(b) shall be
     designated as a Performance-Based Award at the time of grant.

     (1) Eligible Class.  The eligible class of persons for Awards under this
Section 4(b) shall be all Employees and Officers.

     (2) Performance Goals.  The performance goals for any Awards under this
Section 4(b) (other than Qualifying Options and Qualifying Stock Appreciation
Rights) shall be, on an absolute or relative basis, one or more of the
Performance Goals.  The specific performance target(s) with respect to
Performance Goal(s) must be established by the Compensation Review Committee in
advance of the deadlines applicable under Code Section 162(m) and while the
performance relating to the Performance Goal(s) remains substantially uncertain.

     (3)  Individual Limits.

          (A) Share-Based Awards.  The maximum number of shares of Stock or
Share Units that are issuable under Options, Stock Appreciation Rights or other
Share-Based Awards (described under Section 4(a)(4)) that are granted as
Performance-Based Awards during any one calendar year to any one Participant
under this Plan shall not exceed 1,000,000, either individually or in the
aggregate, subject to adjustment as provided in Section 7.  Awards that are
canceled during the year shall be counted against this limit to the extent
required by Code Section 162(m).

          (B) Cash-Based Awards.  The aggregate amount of compensation to be
paid to any Participant under this Plan in respect of Cash-Based Awards that are
granted during any one calendar year to any one individual as Performance-Based
Awards shall not exceed $2,000,000.

     (4) Committee Certification.  Before any Performance-Based Award under this
Section 4(b) (other than Qualifying Options and Qualifying Stock Appreciation
Rights) is paid, the Compensation Review Committee must certify in writing (by
resolution or otherwise) that the applicable Performance Goal(s) and any other
material terms of the Performance-Based Award were satisfied; provided, however,
that a Performance-Based Award may be paid without regard to the satisfaction of
the applicable Performance Goal in the event of a Change of Control as provided
in Section 7(b).

                                       7
<PAGE>

     (5) Terms and Conditions of Awards; Committee Discretion to Reduce
Performance Awards. The Compensation Review Committee shall have discretion to
determine the conditions, restrictions or other limitations, in accordance with
the terms of this Plan and Code Section 162(m), on the payment of individual
Performance-Based Awards under this Section 4(b).  To the extent set forth in an
Award Agreement, the Compensation Review Committee may reserve the right to
reduce the amount payable in accordance with any standards or on any other basis
(including the Committee's discretion), as the Compensation Review Committee may
impose.

     (6) Adjustments for Material Changes.  In the event of (i) a change in
corporate capitalization, a corporate transaction or a complete or partial
corporate liquidation, or (ii) any extraordinary gain or loss or other event
that is treated for accounting purposes as an extraordinary item under generally
accepted accounting principles, or (iii) any material change in accounting
policies or practices affecting the Corporation and/or the Performance Goals or
targets, then, to the extent any of the foregoing events (or a material effect
thereof) was not anticipated at the time the targets were set, the Compensation
Review Committee may make adjustments to the Performance Goals and/or targets,
applied as of the date of the event, and based solely on objective criteria, so
as to neutralize, in the Compensation Review Committee's judgment, the effect of
the event on the applicable Performance-Based Award.

     (7) Interpretation.  Except as specifically provided in this Section 4(b),
the provisions of this Section 4(b) shall be interpreted and administered by the
Compensation Review Committee in a manner consistent with the requirements for
exemption of Performance-Based Awards granted to Executive Officers as
"performance-based compensation" under Code Section 162(m) and regulations and
other interpretations issued by the Internal Revenue Service thereunder.

(c)  MAXIMUM TERM OF AWARDS.  Except as provided in or pursuant to Section 10,
     no Award that contemplates exercise or conversion may be exercised or
     converted to any extent, and no other Award that defers vesting, shall
     remain outstanding and unexercised, unconverted or unvested more than 10
     years after the date the Award was initially granted.


SECTION 5.     SHARES OF STOCK AND UNITS AVAILABLE UNDER PLAN.

(a)  AGGREGATE SHARE LIMIT.  The maximum number of shares of Stock that may be
     issued pursuant to all Share-Based Awards (including Incentive Stock
     Options and Director Stock Units) is 4,000,000, subject to adjustment as
     provided in this Section 5 or Section 7.

(b)  AGGREGATE UNIT LIMIT.  The maximum number of Share Units and Director Stock
     Units that may be paid pursuant to all Share-Based Awards is 4,000,000,
     subject to adjustment as provided in this Section 5 or Section 7.

(c)  REISSUE OF SHARES AND OTHER AWARDS.  Any unexercised, unconverted or
     undistributed portion of any expired, canceled, terminated or forfeited
     Award, or any alternative form of consideration under an Award that is not
     paid in connection with the settlement of an Award or any portion of an
     Award, shall again be available for Award under Section 5(a) or 5(b), as

                                       8
<PAGE>

     applicable, whether or not the Participant has received benefits of
     ownership (such as dividends or dividend equivalents or voting rights)
     during the period in which the Participant's ownership was restricted or
     otherwise not vested.  Shares of Stock that are issued pursuant to Awards
     and subsequently reacquired by the Corporation pursuant to the terms and
     conditions of the Awards shall be available for reissuance under the Plan.
     If the Corporation withholds shares of Stock pursuant to Section 5(g), the
     number of shares that would have been deliverable with respect to an Award
     but that are withheld may in effect not be issued but the aggregate number
     of shares issuable with respect to the applicable Award shall be reduced by
     the number of shares withheld and such shares shall be available for
     additional Awards under this Plan.

(d)  INTERPRETIVE ISSUES.  Additional rules for determining the number of shares
     of Stock or Share Units authorized under this Plan may be adopted by the
     Committee, as it deems necessary or appropriate.

(e)  TREASURY SHARES; NO FRACTIONAL SHARES.  The Stock which may be issued
     (which term includes Stock reissued or otherwise delivered) pursuant to an
     Award under this Plan may be treasury or authorized but unissued Stock or
     Stock acquired, subsequently or in anticipation of a transaction under this
     Plan, in the open market or in privately negotiated transactions to satisfy
     the requirements of this Plan.  No fractional shares shall be issued but
     fractional interests may be accumulated.  The Committee, however, may
     determine that cash, other securities, or other property will be paid or
     transferred in lieu of any fractional share interests.

(f)  CONSIDERATION.  The Stock issued under this Plan may be issued (subject to
     Section 12(d)) for any lawful form of consideration, the value of which
     equals the par value of the Stock or such greater or lesser value as the
     Committee, consistent with Sections 12(d), 4(a)(1), 4(a)(2) and 4(a)(3),
     may require.

(g)  PURCHASE OR EXERCISE PRICE; WITHHOLDING.  The exercise or purchase price
     (if any) of the Stock issuable pursuant to any Award and any withholding
     obligation under applicable tax laws shall be paid in cash or, subject to
     the Committee's express authorization and the restrictions, conditions and
     procedures the Committee may impose, any one or  combination of (i) cash,
     (ii) a check payable to the order of the Corporation, (iii) the delivery of
     shares of Stock, provided that any such shares used in payment shall have
     been owned by the Participant at least six months prior to the date of
     exercise (or with the consent of the Committee, for less than six months),
     (iv) a reduction in the amount of Stock or other amounts otherwise issuable
     or payable pursuant to such Award, (v) notice and third party payment in
     such manner as may be authorized by the Committee, or (vi) the delivery of
     a promissory note, or other obligation for the future payment in money, the
     terms and conditions of which shall be determined (subject to Section
     12(d)) by the Committee.  In the case of a payment by the means described
     in clause (iii) or (iv) above, the Stock to be so delivered or offset shall
     be determined by reference to the Fair Market Value of the Stock on the
     date as of which the payment or offset is made.

(h)  CASHLESS EXERCISE.  The Committee may permit the exercise of the Award and
     payment of any applicable withholding tax in respect of an Award by
     delivery of written notice, subject to the Corporation's receipt of a third
     party payment in full in cash for the exercise price and the

                                       9
<PAGE>

     applicable withholding prior to issuance of Stock, in the manner and
     subject to the procedures as may be established by the Committee.


SECTION 6.     AWARD AGREEMENTS

Each Award under this Plan shall be evidenced by an Award Agreement in a form
approved by the Committee setting forth, in the case of Share-Based Awards, the
number of shares of Stock or Share Units, as applicable, subject to the Award,
and the price (if any) and term of the Award and, in the case of Performance-
Based Awards, the applicable Performance Goals.  The Award Agreement shall also
set forth (or incorporate by reference) other material terms and conditions
applicable to the Award as determined by the Committee consistent with the
limitations of this Plan.

(a)  INCORPORATED PROVISIONS.  Award Agreements shall be subject to the terms of
     this Plan and shall be deemed to include the following terms, unless the
     Committee in the Award Agreement otherwise (consistent with applicable
     legal considerations) provides:

     (1) Nonassignability:  The Award shall not be assignable nor transferable,
except (A) by will or by the laws of descent and distribution, or (B) pursuant
to a QDRO or any other exception to transfer restrictions expressly permitted by
the Committee and set forth in the Award Agreement (or an amendment thereto), or
(C) in the case of Awards constituting Incentive Stock Options, as permitted by
the Code.  The restrictions on exercise and transfer shall not be deemed to
prohibit, to the extent permitted by the Committee, transfers without
consideration for estate and financial planning purposes, nor transfers to such
other persons or in such other circumstances as the Committee may in the Award
Agreement expressly permit.  During the lifetime of a Participant the Award
shall be exercised only by such Participant or by his or her guardian or legal
representative, except as expressly otherwise provided consistent with the
foregoing transfer restrictions.  The designation of a Beneficiary hereunder
shall not constitute a transfer prohibited by the foregoing provisions.

     (2) Rights as Stockholder:  A Participant shall have no rights as a holder
of Stock with respect to any unissued securities covered by an Award until the
date the Participant becomes the holder of record of these securities.  Except
as provided in Section 7, no adjustment or other provision shall be made for
dividends or other stockholder rights, except to the extent that the Award
Agreement provides for dividend equivalents or similar economic benefits.

     (3) Withholding:  The Participant shall be responsible for payment of any
taxes or similar charges required by law to be withheld from an Award or an
amount paid in satisfaction of an Award and these obligations shall be paid by
the Participant on or prior to the payment of the Award.  In the case of an
Award payable in cash, the withholding obligation shall be satisfied by
withholding the applicable amount and paying the net amount in cash to the
Participant.  In the case of an Award paid in shares of Stock, a Participant
shall satisfy the withholding obligation as provided in Section 5(g).

                                       10
<PAGE>

     (4) Option Holding Period:  Subject to the authority of the Committee under
Section 7, a minimum six-month period shall elapse between the date of initial
grant of any Option and the sale of the underlying shares of Stock, and the
Corporation may impose legend and other restrictions on the Stock issued on
exercise of the Options to enforce this requirement.

(b)  OTHER PROVISIONS.  Award Agreements may include other terms and conditions
     as the Committee shall approve including, but not limited to, the
     following:

     (1) Termination of Employment:  A provision describing the treatment of an
Award in the event of the retirement, disability, death or other termination of
a Participant's employment with or services to the Company or any Subsidiary,
including any provisions relating to the vesting, exercisability, forfeiture or
cancellation of the Award in these circumstances, subject, in the case of
Performance-Based Awards, to any applicable requirements for "performance-based
compensation" under Code Section 162(m).

     (2) Vesting; Effect of Termination; Change of Control:  Any other terms
consistent with the terms of this Plan as are necessary and appropriate to
effect the Award to the Participant including, but not limited to, the vesting
provisions, any requirements for continued employment, any other restrictions or
conditions (including performance requirements) of the Award, and the method by
which (consistent with Section 7) the restrictions or conditions lapse, and the
effect on the Award of a Change of Control.

     (3) Replacement and Substitution:  Any provisions permitting or requiring
the surrender of outstanding Awards or securities held by the Participant in
whole or in part in order to exercise or realize rights under or as a condition
precedent to other Awards, or in exchange for the grant of new or amended Awards
under similar or different terms.

     (4) Reloading.  Any provisions for successive or replenished Awards
including, but not limited to, reload Options.

     (5) Termination of Benefits.  A provision that any and all unexercised
Awards and all rights under this Plan of a Participant who received such Award
(or his or her designated Beneficiary or legal representative) and the exercise
or vesting thereof, shall be forfeited if, prior to the time of such exercise,
the Participant shall (i) be employed by a competitor of, or shall be engaged in
any activity in competition with, the Corporation without the Corporation's
consent, (ii) divulge without the Corporation's consent any secret or
confidential information belonging to the Corporation, (iii) engage in any other
activities which would constitute grounds for termination For Cause or (iv) be
terminated For Cause.

(c)  CONTRACT RIGHTS, FORMS AND SIGNATURES.  Any obligation of the Corporation
     to any Participant with respect to an Award shall be based solely upon
     contractual obligations created by this Plan and an Award Agreement.  No
     Award shall be enforceable until the Award Agreement or a receipt has been
     signed by the Participant and on behalf of the Corporation by an Executive
     Officer (other than the recipient) or his or her delegate.  By executing
     the Award Agreement or receipt, a Participant shall be deemed to have
     accepted and consented to the terms of this Plan and any action taken in
     good faith under this Plan by and within the discretion of the Committee,

                                       11
<PAGE>

     the Board of Directors or their delegates.  Unless the Award Agreement
     otherwise expressly provides, there shall be no third party beneficiaries
     of the obligations of the Corporation to the Participant under the Award
     Agreement.


SECTION 7.     ADJUSTMENTS; CHANGE OF CONTROL; ACQUISITIONS

(a)  ADJUSTMENTS.  If there shall occur any recapitalization, stock split
     (including a stock split in the form of a stock dividend), reverse stock
     split, merger, combination, consolidation, or other reorganization or any
     extraordinary dividend or other extraordinary distribution in respect of
     the Stock (whether in the form of cash, Stock or other property), or any
     split-up, spin-off, extraordinary redemption, or exchange of outstanding
     Stock, or there shall occur any other similar corporate transaction or
     event in respect of the Stock, or a sale of substantially all the assets of
     the Corporation as an entirety, then the Committee shall, in the manner and
     to the extent, if any, as it deems appropriate and equitable to the
     Participants and consistent with the terms of this Plan, and taking into
     consideration the effect of the event on the holders of the Stock:

     (1) proportionately adjust any or all of

          (A) the number and type of shares of Stock, Share Units and Director
Stock Units which thereafter may be made the subject of Awards (including the
specific maximum numbers of shares of Stock or Share Units set forth elsewhere
in this Plan),

          (B) the number, amount and type of shares of Stock, other property,
Share Units and Director Stock Units or cash subject to any or all outstanding
Awards,

          (C) the grant, purchase or exercise price, or conversion ratio of any
or all outstanding Awards, or of the Stock, other property or Share Units and
Director Stock Units underlying the Awards,

          (D) the securities, cash or other property deliverable upon exercise
or conversion of any or all outstanding Awards,

          (E) subject to Section 4(b), the performance targets or standards
appropriate to any outstanding Performance-Based Awards, or
          (F) any other terms as are affected by the event; or

     (2) subject to any applicable limitations in the case of a transaction to
be accounted for as a pooling of interests under generally accepted accounting
principles, provide for

          (A) an appropriate and proportionate cash settlement or distribution,
or

          (B) the substitution or exchange of any or all outstanding Awards, or
the cash, securities or property deliverable on exercise, conversion or vesting
of the Awards.

                                       12
<PAGE>

Notwithstanding the foregoing, in the case of an Incentive Stock Option, no
adjustment shall be made which would cause this Plan to violate Section 424(a)
of the Code or any successor provisions thereto, without the written consent of
the Participant adversely affected thereby.  The Committee may act prior to an
event described in this paragraph (a) (including at the time of an Award by
means of more specific provisions in the Award Agreement) if deemed necessary or
appropriate to permit the Participant to realize the benefits intended to be
conveyed by an Award in respect of the Stock in the case of an event described
in paragraph (a).

(b)  CHANGE OF CONTROL.  The Committee may, in the Award Agreement, provide for
     the effect of a Change of Control on an Award.  Such provisions may
     include, but are not limited to, any one or more of the following with
     respect to any or all Awards: (i) the specific consequences of a Change of
     Control on the Awards; (ii) a reservation of the Committee's right to
     determine in its discretion at any time that there shall be full
     acceleration or no acceleration of benefits under the Awards; (iii) that
     only certain or limited benefits under the Awards shall be accelerated;
     (iv) that the Awards shall be accelerated for a limited time only; or (v)
     that acceleration of the Awards shall be subject to additional conditions
     precedent (such as a termination of employment following a Change of
     Control).

In addition to any action required or authorized by the terms of an Award, the
Committee may take any other action it deems appropriate to ensure the equitable
treatment of Participants in the event of or in anticipation of a Change of
Control including, but not limited to, any one or more of the following with
respect to any or all Awards: (i) the acceleration or extension of time periods
for purposes of exercising, vesting in, or realizing gain from, the Awards; (ii)
the waiver of conditions on the Awards that were imposed for the benefit of the
Corporation; (iii) provision for the cash settlement of the Awards for their
equivalent cash value, as determined by the Committee, as of the date of the
Change of Control; or (iv) such other modification or adjustment to the Awards
as the Committee deems appropriate to maintain and protect the rights and
interests of Participants upon or following the Change of Control.  The
Committee also may accord any Participant a right to refuse any acceleration of
exercisability, vesting or benefits, whether pursuant to the Award Agreement or
otherwise, in such circumstances as the Committee may approve.

Notwithstanding the foregoing provisions of this Section 7(b) or any provision
in an Award Agreement to the contrary, (i) in no event shall the Committee be
deemed to have discretion to accelerate or not accelerate or make other changes
in or to any or all Awards, in respect of a transaction, if such action or
inaction would be inconsistent with or would otherwise frustrate the intended
accounting for a proposed transaction as a pooling of interests under generally
accepted accounting principles; and (ii) if the vesting of any Award to any
Insider is accelerated to a date that is less than six months after the date of
the Award, the Committee may prohibit a sale of the underlying Stock (other than
a sale by operation or law in exchange for or through conversion into other
securities) until the expiration of such six-month period, and the Corporation
may impose legend and other restrictions on the Stock to enforce this
prohibition.

(c)  CHANGE OF CONTROL DEFINITION.  For purposes of this Plan, a "CHANGE OF
     CONTROL" of the Corporation shall be deemed to have occurred upon the
     happening of any of the following events:

                                       13
<PAGE>

     (1) the acquisition or holding, other than in or as a result of a
transaction approved by the Continuing Directors (as defined in paragraph (ii)
below) of the Corporation, by any individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (an "ACQUIROR") of
beneficial ownership (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) of 25% or more of the combined voting power of the then
outstanding shares of Stock and other stock of the Corporation entitled to vote
generally in the election of directors, but excluding for this purpose:

          (A) any such acquisition (or holding) by the California Public
Employees' Retirement System ("CALPERS"), which as of the date of the adoption
of the Plan, held approximately 41% of the issued and outstanding Stock of the
Corporation, or while CalPERS is the beneficial owner of shares having a greater
percentage of such combined voting power than the shares held by the Acquiror;

          (B) any such acquisition (or holding) by the Corporation or any of its
Subsidiaries, or any employee benefit plan (or related trust) of the Corporation
or such Subsidiaries; or

          (C) any such acquisition (or holding) by any corporation with respect
to which, following such acquisition, more than 50% of, respectively, the then
outstanding shares of common stock of such corporation and the combined voting
power of the then outstanding voting securities of such corporation entitled to
vote generally in the election of directors is then beneficially owned, directly
or indirectly, by all or substantially all of the individuals and entities who
were the beneficial owners, respectively, of the Stock and other voting
securities of the Corporation immediately prior to such acquisition in
substantially the same proportion as their ownership, immediately prior to such
acquisition, of the then outstanding shares of Stock of the Corporation and of
the combined voting power of the then outstanding voting securities of the
Corporation entitled to vote generally in the election of directors;

     (2) individuals who, as of the date hereof, constitute the Board (the
"CONTINUING DIRECTORS") cease for any reason to constitute at least a majority
of the Board, provided that any individual becoming a director subsequent to the
date hereof whose election, or nomination for election by the stockholders of
the Corporation, was approved by a vote of at least a majority of the persons
then comprising the Continuing Directors shall be considered a Continuing
Director, but excluding, for this purpose, any such individual whose initial
election as a member of the Board is in connection with an actual or threatened
"election contest" relating to the election of the directors of the Corporation
(as such term is used in Rule 14a-11 of Regulation 14A promulgated under the
Exchange Act); or

     (3) approval by the stockholders of the Corporation of (A) a
reorganization, merger or consolidation of the Corporation, with respect to
which in each case all or substantially all of the individuals and entities who
were the respective beneficial owners of the common stock or voting securities
of the Corporation immediately prior to such reorganization, merger or
consolidation will not, immediately following such reorganization, merger or
consolidation, beneficially own, directly and indirectly, more than 50% of,
respectively, the then outstanding shares of common stock and the combined
voting power of the then outstanding voting securities entitled to vote

                                       14
<PAGE>

generally in the election of directors of the corporation or other entity
resulting from such reorganization, merger or consolidation, or (B) a complete
liquidation or dissolution of the Corporation, or (C) the sale or other
disposition of all or substantially all of the assets of the Corporation.

(d)  BUSINESS ACQUISITIONS.  Awards may be granted under this Plan on the terms
     and conditions as the Committee considers appropriate, which may differ
     from those otherwise required by this Plan, to the extent necessary to
     reflect a substitution for or assumption of stock incentive awards held by
     employees of other entities who become employees of the Corporation or a
     Subsidiary as the result of a merger of the employing entity with, or the
     acquisition of the property or stock of the employing entity by, the
     Corporation or a Subsidiary, directly or indirectly.


SECTION 8.     ADMINISTRATION.

(a)  COMMITTEE AUTHORITY AND STRUCTURE.  The Plan and all Awards granted under
     the Plan will be administered by the Compensation and Benefits Committee,
     the Compensation Review Committee and the Special Committee.  For purposes
     of any action taken by the Compensation and Benefits Committee, the
     Compensation Review Committee or the Special Committee, whichever is
     applicable, a majority of the members will constitute a quorum, and the
     action of the members present at any meeting at which a quorum is present,
     or acts unanimously approved in writing, will be the acts of the applicable
     committee.  Notwithstanding the foregoing, Awards under Section 9 and 10
     have been authorized by the Board and may be administered by the Board.

(b)  SELECTION AND GRANT.  Each Committee shall have the authority to determine
     the Employees (if any) to whom Awards will be granted under this Plan, the
     type of Award or Awards to be made, and the nature, amount, pricing,
     timing, and other terms of Awards to be made to any one or more of these
     individuals, and to establish the installments (if any) in which such
     Awards shall become exercisable or shall vest, or determine that no delayed
     exercisability or vesting is required, and establish the events of
     termination or reversion of such Awards, subject to the terms of this Plan.

(c)  CONSTRUCTION AND INTERPRETATION.  The Compensation and Benefits Committee,
     the Compensation Review Committee and the Special Committee have the full
     authority and discretion to administer the Plan and to take any action that
     is necessary or advisable in connection with the administration of the
     Plan, including without limitation the authority and discretion to
     interpret and construe any provision of the Plan or of any agreement,
     notification or document evidencing the grant of an Award.  The
     interpretation and construction by the Compensation and Benefits Committee,
     the Compensation Review Committee or the Special Committee, as applicable,
     of any such provision and any determination by the Compensation and
     Benefits Committee, the Compensation Review Committee or the Special
     Committee pursuant to any provision of the Plan or of any such agreement,
     notification or document will be final and conclusive; provided, that in
     the event the Compensation and Benefits Committee and the Compensation
     Review Committee disagree (or either or both disagree with the Special
     Committee) with respect to such interpretation, construction or
     determination, the Compensation

                                       15
<PAGE>

     Review Committee's determination will be final and conclusive. If there is
     any conflict between an Award Agreement and any non-discretionary
     provisions of this Plan, the terms of this Plan shall govern.

(d)  EXPRESS AUTHORITY (AND LIMITATIONS ON AUTHORITY) TO CHANGE TERMS OF AWARDS.
     Without limiting each Committee's authority under other provisions of this
     Plan (including Sections 7, 10, and 11), but subject to any express
     limitations of this Plan (including under Sections 7, 10, and 11), each
     Committee shall have the authority to accelerate the exercisability or
     vesting of an Award, to extend the term or waive early termination
     provisions of an Award (subject to the maximum ten-year term under Section
     4(b)), to cancel, modify or waive the Corporation's rights with respect to
     an Award or restrictive conditions of an Award (including forfeiture
     conditions), to modify, discontinue, suspend, or terminate any or all
     outstanding Awards held by Employees or Officers, with or without adjusting
     any holding period or other terms of the Award, in any case in such
     circumstances as the Committee deems appropriate.  The Committee may not,
     however, reduce by amendment the exercise or purchase price of an
     outstanding award.

(e)  EXCLUSIVE AUTHORITY FOR SECTION 162(M).  Notwithstanding any provision of
     the Plan to the contrary, the Compensation Review Committee will have the
     exclusive authority and discretion to take any action required or permitted
     to be taken under the provisions of this Section, Section 4(b), Section 7
     and Section 11 with respect to Awards granted under the Plan that are
     intended to comply with the requirements of Section 162(m) of the Code.

(f)  RULE 16B-3 CONDITIONS; BIFURCATION OF PLAN.  It is the intent of the
     Corporation that Share-Based Awards be interpreted in a manner that, in the
     case of Awards intended as exempt grants or purchases under Section 16 of
     the Exchange Act to Participants who are or may be Insiders, satisfies any
     applicable requirements of Rule 16b-3, so that these persons will be
     entitled to the benefits of Rule 16b-3 or other exemptive rules under
     Section 16 and will not be subjected to avoidable liability thereunder.

(g)  DELEGATION AND RELIANCE.  Each Committee may delegate to the officers or
     employees of the Corporation the authority to execute and deliver those
     instruments and documents, to do all acts and things, and to take all other
     steps deemed necessary, advisable or convenient for the effective
     administration of this Plan in accordance with its terms and purpose,
     except that a Committee may not delegate any discretionary authority to
     grant or amend an Award or with respect to substantive decisions or
     functions regarding this Plan or Awards as these relate to the material
     terms of Performance-Based Awards to Executive Officers or to the timing,
     eligibility, pricing, amount or other material terms of Awards to Insiders.
     In making any determination or in taking or not taking any action under
     this Plan, the Board and each Committee may obtain and may rely upon the
     advice of experts, including professional advisors to the Corporation.  No
     director, officer, employee or agent of the Corporation shall be liable for
     any such action or determination taken or made or omitted in good faith.

(h)  EXCULPATION AND INDEMNITY.  Neither the Corporation nor any member of the
     Board of Directors or of any Committee, nor any other person participating
     in any determination of any question under this Plan, or in the
     interpretation, administration or application of this Plan, shall

                                       16
<PAGE>

     have any liability to any person for any action taken or not taken in good
     faith under this Plan or for the failure of an Award (or action in respect
     of an Award) to satisfy Code requirements as to incentive stock options or
     to realize other intended tax consequences, to qualify for exemption or
     relief under Rule 16b-3 or to comply with any other law, compliance with
     which is not required on the part of the Corporation.


SECTION 9.     NON-EMPLOYEE DIRECTOR OPTIONS.

(a)  PARTICIPATION.  Awards under this Section 9 shall be nondiscretionary,
     shall be made only to Non-Employee Directors and shall be evidenced by
     Award Agreements setting forth the terms and conditions in this Section 9
     and in Sections 6(a)(1), 6(a)(2), 6(a)(3), 6(a)(4) and 6(b)(5).

(b)  ANNUAL OPTION GRANTS.

     (1) Initial Award.  After approval of this Plan by the stockholders of the
Corporation, if any person who is not then an officer or employee of the Company
shall become a director of the Corporation, there shall be granted automatically
to such person (without any action by the Board or Committee) a Nonqualified
Stock Option (the date of grant of which shall be the date such person takes
office) to purchase 5,000 shares of Stock.

     (2) Subsequent Annual Awards.  Immediately following the annual
stockholders meeting in each year during the term of this Plan there shall be
granted automatically (without any action by the Committee or the Board) a
Nonqualified Stock Option (the date of grant of which shall be such date) to
each Non-Employee Director then continuing in office to purchase 5,000 shares of
Stock.

     (3) Maximum Number of Shares.  A Non-Employee Director shall not receive
more than one Nonqualified Stock Option under this Section 9 in any calendar
year.

(c)  OPTION PRICE.  The purchase price per share of the Stock covered by each
     Option granted under this Section 9 shall be 100% of the Fair Market Value
     of the Stock on the date of grant.  The exercise or purchase price of the
     Stock issuable pursuant to any Option granted under this Section and any
     withholding obligation under applicable tax laws shall be paid in cash or
     any one or combination of (i) cash, (ii) a check payable to the order of
     the Corporation, (iii) the delivery of shares of Stock, provided that any
     such shares used in payment shall have been owned by the Participant at
     least six months prior to the date of exercise or (iv) notice and third
     party payment to the Corporation prior to any issue of Stock and otherwise
     in accordance with all applicable legal requirements in such manner as may
     be authorized by the Committee for all Participants.  In the case of a
     payment by the means described in clause (iii) above, the Stock to be so
     delivered shall be determined by reference to the Fair Market Value of the
     Stock on the date as of which the payment is made.

(d)  OPTION PERIOD AND EXERCISABILITY.  Each Option granted under this Section 9
     and all rights or obligations thereunder shall expire ten years after the
     date of grant and shall be subject to earlier termination as provided
     below.  Each Option granted under this Section 9 shall become

                                       17
<PAGE>

     exercisable as to 25% of the Option shares when the Stock Trading Price of
     the Stock equals 125% or more of the exercise price, as to 50% of the
     Option shares when the Stock Trading Price of the Stock equals 150% or more
     of the exercise price, as to 75% of the Option shares when the Stock
     Trading Price of the Stock equals 175% or more of the exercise price, and
     as to the entire Option when the Stock Trading Price of the Stock equals
     200% or more of the exercise price. Notwithstanding the foregoing, the
     entire Option shall become exercisable on the eighth anniversary of the
     date of grant.

(e)  TERMINATION OF DIRECTORSHIP.  If a Non-Employee Director's services as a
     member of the Board of Directors terminate by reason of death, disability
     (the inability of the Non-Employee Director to continue to perform his or
     her duties as determined by the Committee) or retirement, an Option granted
     pursuant to this Section held by such Participant shall immediately become
     and shall remain fully exercisable for one year after the date of such
     termination or until the expiration of the stated term of such Option,
     whichever first occurs.  If a Non-Employee Director's services as a member
     of the Board of Directors terminate for any other reason, any portion of an
     Option granted pursuant to this Section 9 which is not then exercisable
     shall terminate and any portion of such Option which is then exercisable
     may be exercised for three months after the date of such termination or
     until the expiration of the stated term whichever first occurs.

(f)  ADJUSTMENTS.  Options granted under this Section 9 shall be subject to
     adjustment as provided in Section 7, but only to the extent that (i) such
     adjustment in the case of a Change of Control is effected pursuant to the
     terms of a reorganization agreement approved by stockholders of the
     Corporation, and (ii) such adjustment is consistent with adjustments to
     Options held by persons other than Executive Officers or directors of the
     Corporation.

(g)  ACCELERATION UPON A CHANGE OF CONTROL.  Upon the occurrence of a Change of
     Control, each Option granted under this Section 9 shall become and shall
     remain fully exercisable for one year after the date of such Change of
     Control or until the expiration of the stated term of such Option,
     whichever first occurs; provided, however, that none of the Options granted
     under this Section 9 shall be accelerated to a date that is less than six
     months after the date of grant of such Option but (if not otherwise
     terminated before such time) shall then be accelerated.  To the extent that
     any Option granted under this Section 9 is not exercised before (i) a
     dissolution of the Corporation or (ii) a merger or other corporate event
     that the Corporation does not survive, and no provision is (or consistent
     with the provisions of this Section 9 can be) made for the assumption,
     conversion, substitution or exchange of the Option, the Option shall
     terminate upon the occurrence of such event.

                                       18
<PAGE>

SECTION 10.    NON-EMPLOYEE DIRECTOR STOCK UNITS.

          Subject to the provisions of this Plan and such rules and procedures
as the Committee or the Board may establish from time to time, any Non-Employee
Director may irrevocably elect to defer or receive in Director Stock Units all
or a portion of the Retainer and/or fees payable to the Non-Employee Director
for services on the Board of Directors and its committees or for attendance at
Board meetings or committee meetings.  The specific terms, conditions and
provisions for each Director Stock Unit Award and  elections (and of deferred
compensation stock unit accounts under the Deferral Plan that have been
converted into Director Stock Unit Accounts under this Plan) are set forth in
Appendix A to this Plan, incorporated herein and in each Award Agreement under
this Section 10 by this reference.


SECTION 11.    AMENDMENT AND TERMINATION OF THIS PLAN AND AWARD AGREEMENTS.

          The Board of Directors may at any time amend, suspend or discontinue
this Plan, subject to any stockholder approval that may be required under
applicable law.  The Board or the Committee may at any time alter or amend any
or all Award Agreements under this Plan in any manner that would be authorized
for a new Award under this Plan including, but not limited to, any manner set
forth in Section 8(d) (subject to any applicable limitations thereunder and any
applicable Code Section 162(m) considerations). Notwithstanding the foregoing,
no such action by the Board or a Committee shall, in any manner adverse to a
Participant (other than as expressly permitted by the terms of an Award
Agreement and Section 7), affect any Award then outstanding and evidenced by an
Award Agreement, without the consent in writing of the Participant (or a
Beneficiary who has become entitled to an Award).


SECTION 12.    MISCELLANEOUS.

(a)  UNFUNDED PLANS.  This Plan shall be unfunded.  Neither the Corporation nor
     the Board of Directors nor the Committee shall be required to segregate any
     assets that may at any time be represented by Awards made pursuant to this
     Plan.  Neither the Corporation, the Committee, nor the Board of Directors
     shall be deemed to be a trustee of any amounts to be paid or securities to
     be issued under this Plan.  To the extent that a Participant, Beneficiary
     or other person acquires a right to receive payment pursuant to any Award
     hereunder, such right shall be no greater than the right of any unsecured
     general creditor of the Corporation.

(b)  RIGHTS OF EMPLOYEES AND OFFICERS AND OTHER PARTICIPANTS.

     (1) No Right to an Award.  Status as an Employee or an Officer shall not be
construed as a commitment that any one or more Awards will be made under this
Plan to an Employee or Officer or to Employees or Officers generally. Status as
a Participant shall not entitle the Participant to any additional Award.

     (2) No Assurance of Employment.  Nothing contained in this Plan (or in any
other documents related to this Plan or to any Award) shall confer upon any
Employee or Participant any right to continue in the employ or other service of
the Corporation or any Subsidiary or

                                       19
<PAGE>

constitute any contract (of employment or otherwise) or limit in any way the
right of the Corporation or any Subsidiary to change a person's compensation or
other benefits or to terminate the employment of a person with or without cause,
but, nothing contained in this Plan or any document related hereto shall
adversely affect any independent contractual right of such person without his or
her consent thereto.

(c)  EFFECTIVE DATE; DURATION.  This Plan has been adopted by the Board of
     Directors of the Corporation and became effective upon approval of the
     stockholders of the Corporation at the annual meeting held May 22, 1996.
     This Plan shall remain in effect until any and all Awards under this Plan
     have been exercised, converted or terminated under the terms of this Plan
     and applicable Award Agreements.  Notwithstanding the foregoing, no Award
     may be granted under this Plan after March 19, 2006.  Any Award granted
     prior to such date may be amended after such date in any manner that would
     have been permitted prior to such date, except that no such amendment shall
     increase the number of shares subject to, comprising or referenced in
     such Award. Amendments to this Plan effective January 30, 1996, May 1,
     1997 and February 11, 1998 were approved by the Board of Directors and
     did not require stockholder approval, nor did they adversely affect any
     Award holder's rights or benefits under this Plan or under the Deferral
     Plan.

(d)  COMPLIANCE WITH LAWS.  This Plan, Award Agreements, and the grant,
     exercise, conversion, operation and vesting of Awards, and the issuance and
     delivery of shares of Stock and/or other securities or property or the
     payment of cash under this Plan, Awards or Award Agreements, are subject to
     compliance with all applicable federal and state laws, rules and
     regulations (including, but not limited to, state and federal insider
     trading, registration, reporting and other securities laws and federal
     margin requirements) and to such approvals by any listing, regulatory or
     governmental authority as may, in the opinion of counsel for the
     Corporation, be necessary or advisable in connection therewith.  Any
     securities delivered under this Plan shall be subject to such restrictions
     (and the person acquiring such securities shall, if requested by the
     Corporation, provide such evidence, assurance and representations to the
     Corporation as to compliance with any thereof) as the Corporation may deem
     necessary or desirable to assure compliance with all applicable legal
     requirements.

(e)  APPLICABLE LAW.  This Plan, Award Agreements and any related documents and
     matters shall be governed in accordance with the laws of the State of
     California, except as to matters of Federal law.

(f)  NONEXCLUSIVITY OF PLAN.  Nothing in this Plan shall limit or be deemed to
     limit the authority of the Corporation, the Board or the Committee to grant
     awards or authorize any other compensation, with or without reference to
     the Stock, under any other plan or authority.

(g)  SEVERABILITY.  In case any provision in this Plan shall be invalid, illegal
     or unenforceable in any jurisdiction, the validity, legality and
     enforceability of the remaining provisions, or of such provision in any
     other jurisdiction, shall not in any way be affected or impaired thereby.

                                       20
<PAGE>

                                                                      APPENDIX A
                                                                      ----------


                       CATELLUS DEVELOPMENT CORPORATION

                             TERMS AND PROVISIONS
                   APPLICABLE TO DIRECTOR STOCK UNIT AWARDS
                           UNDER SECTION 10 OF THE
               AMENDED AND RESTATED 1996 PERFORMANCE AWARD PLAN


          These Terms supplement the terms of the 1996 Plan and the provisions
of individual Award Agreements contemplated by the 1996 Plan and shall apply to
any deferral election made under the Deferral Plan (as defined below) or Section
10 of the 1996 Plan, to the same extent as if included therein.  These Terms
also are incorporated by reference in the applicable Director Stock Unit Award
Agreement.

          1   Eligibility.
              -----------

          (a)  Rollover Participants.  Each Non-Employee Director has had the
               ---------------------
opportunity to make an irrevocable election to defer the Retainer payable for
services from September 1, 1996 through December 31, 1997 pursuant to the terms
of and conditions of the Catellus Development Corporation Non-Employee Directors
Deferred Compensation Plan, as approved by the Board on July 16, 1996 ("Deferral
Plan").

          (b) Other Participants.  All Non-Employee Directors are eligible to
              ------------------
irrevocably elect to defer all or a portion of their Retainer in Director Stock
Units pursuant to Section 10 of the 1996 Plan, these Terms, and applicable Award
Agreements.  An eligible person who satisfies these requirements and who
executes a Director Stock Unit Award Agreement will be considered a
"Participant" for purposes of these Terms and the 1996 Plan.

          2   Timing of Deferral Election.
              ---------------------------

          (a) Rollover Accounts.  The Board has decided to terminate the
              -----------------
Deferral Plan as a separate plan and include its essential provisions in this
Appendix A to the 1996 Plan.  These Terms continue the rights and benefits of
each Participant in the Deferral Plan.  Each Non-Employee Director who elected
to participate in the Deferral Plan shall be a Participant in the 1996 Plan to
the extent of and in accordance with the terms of the deferral elected by such
Participant for 1996 and 1997.  As of May 1, 1997, all stock units previously
credited to the Participant's stock unit account under the Deferral Plan shall
be deemed transferred to and converted into a carryover Director Stock Unit
Account for the Participant under the 1996 Plan.  Election agreements under the
Deferral Plan shall be deemed Award Agreements under the 1996 Plan.

          (b) Ongoing Elections.  A Non-Employee Director may irrevocably elect
              -----------------
to defer a portion of his or her Retainer for services to be rendered during the
following calendar

                                      A-1
<PAGE>

year in Director Stock Units by making an election on or before the December 31
preceding such calendar year, in accordance with procedures established by the
Committee. Effective with respect to fees earned in calendar years after 1997, a
Non-Employee Director may also irrevocably elect to defer a portion of his or
her fees for service on Board committees or for attendance at Board meetings or
committee meetings during a calendar year by making an election on or before the
December 31 preceding such calendar year, in accordance with procedures
established by the Committee. The Committee may permit any Non-Employee Director
who first becomes eligible to participate in the 1996 Plan on or after the first
day of any calendar year to make a Stock Unit deferral election within 30 days
following his or her eligibility. All elections shall be in writing in the form
of Schedule 1 or such other form as provided by the Committee.

          (c) Installments Available.  The portions of the Retainer and other
              ----------------------
fees subject to deferral under Section 2(b) of these Terms shall be limited to
increments of 25%, 50%, 75%, or 100%.

          3   Stock Units; Stock Unit Accounts.
              --------------------------------

          (a) Crediting to Stock Unit Accounts.  If a Participant elects to
              --------------------------------
defer a portion of his or her Retainer, the Company shall, as of the beginning
of the year in which the Retainer will be earned (or, in the case of a
Participant who is first elected to the Board, as of the date of his or her
election) credit the Director's Stock Unit Account with a number of Stock Units
determined by dividing the applicable deferred portion of the Participant's
Retainer by 90% of the Fair Market Value of a share of Common Stock on the date
of the Award.  If a Participant elects to defer a portion of his or her Board
meeting or committee meeting fees (collectively, the "Meeting Fees"), the
Company shall, as of the last day of the calendar year in which the fees are
earned, credit the Director's Stock Unit Account with a number of Stock Units
determined by dividing the applicable deferred portion of the Participant's fees
by 90% of the Fair Market Value of a share of Common Stock on such date.
Meeting Fees with respect to Board or committee meetings will be considered to
be earned in the calendar year in which the applicable meeting begins.  A
Participant's Stock Unit Account shall consist of such subaccounts as are
necessary or convenient (the "Distribution Subaccounts") to separately account
for deferred Retainers and Meeting Fees, for deferrals in different years and
for Dividend Equivalents (as defined below) thereon which are subject to
different vesting provisions or distribution elections.

          (b) Statements.  The Company shall submit to each Participant, within
              ----------
120 days after the close of each calendar year, a statement in such form as the
Committee or its delegate deems desirable setting forth the balance of each
Participant's Director Stock Unit Account.

                                      A-2
<PAGE>

          4   Vesting of Stock Units  .
              ----------------------

          (a) Vesting.  Director Stock Units credited to a Directors Stock Unit
              -------
Account (other than Director Stock Units representing Dividend Equivalents which
are only credited to already vested Director Stock Units) for the calendar year
with respect to a Participant's deferred Retainer shall proportionately vest on
a per diem basis assuming a 365-day year and shall fully vest at the end of the
applicable calendar year.  Director Stock Units credited to a Directors Stock
Unit Account with respect to deferred committee or meeting fees shall at all
times be fully vested.  Units representing Dividend Equivalents shall at all
times be fully vested.

          (b) Acceleration of Vesting of Accounts.  The vesting of the rights of
              -----------------------------------
each Participant in respect of any unvested Director Stock Units for a calendar
year shall be accelerated if a Participant ceases to be a member of the Board by
reason of death or disability during the year.

          5   Limitations on Rights Associated with Units.  A Participant's
              -------------------------------------------
Director Stock Unit Account shall be a memorandum account on the books of the
Company.  The Director Stock Units credited to a Participant Director's Stock
Unit Account shall be used solely as a device for the determination of the
number of shares of Common Stock to be eventually distributed to the Participant
under the 1996 Plan.  The Director Stock Units shall not be treated as property
or as a trust fund of any kind.  No Participant shall be entitled to any voting
or other stockholder rights with respect to Director Stock Units granted,
credited or vested under the 1996 Plan.  The number of Director Stock Units
credited and vested (and the Common Stock to which the Participant is entitled
under the 1996 Plan) shall be subject to adjustment in accordance with Section 8
hereof and Section 7 of the 1996 Plan.  These Terms shall create only a
contractual obligation on the part of the Company as to such amounts and shall
not be construed as creating a trust.  The 1996 Plan, in and of itself, has no
assets.  A Participant shall have only the rights of a general unsecured
creditor of the Company with respect to amounts credited and rights no greater
than the right to receive the Common Stock (or equivalent value) as a general
unsecured creditor.

          6   Dividend Equivalent Credits to Stock Unit Account.  As of the
              -------------------------------------------------
applicable dividend payment date ("Award Date"), an Eligible Director's Stock
Unit Account shall be credited with additional Director Stock Units in an amount
equal to (x) the amount of the Dividend Equivalents representing dividends paid
on that number of shares equal to the aggregate Director Stock Units vested in
the Participant's Director Stock Unit Account as of that date divided by (y) 90%
of the Fair Market Value of a share of Common Stock as of that date.

          7   Distribution of Benefits.
              ------------------------

          (a)  Time and Manner of Distribution with respect to Deferral of 1996
               ----------------------------------------------------------------
Retainers.  With respect to all deferrals of Retainers earned in 1996, a
---------
Participant shall be entitled to receive a distribution of the vested amount
deferred under the method previously selected by such Participant from the
following options:

               (i) A lump sum payable promptly upon termination of service on
     the Board for any reason; or
<PAGE>

               (ii) A specified number of annual installments (not to exceed
     five) commencing upon termination of service on the Board for any reason.

          (b)  Time and Manner of Distribution with respect to Deferrals for
               -------------------------------------------------------------
Years after 1996.  With respect to an election filed for Retainers, Meeting Fees
----------------
and/or other fees earned after 1996, a Participant shall be entitled to receive
a distribution of the vested amount deferred under such election (together with
Dividend Equivalents credited pursuant to Section 8) in accordance with the
Participant's election made pursuant to the Participant's Award Agreement in
substantially the form of Schedule 1.

          (c) Change in the Manner of Distribution.  Subject to Section 12(a), a
              ------------------------------------
Participant may change the manner of any distribution election from a lump sum
to annual installments over a period of up to five years (or vice versa) made
with respect to any Retainer, Meeting Fees or other fee deferred under Section
2(b) by filing a new election with the Committee; provided, however, that no
                                                  --------  -------
such election shall be effective until 12 months after such election is filed
with the Committee, nor made with respect to any Distribution Subaccount after
benefits with respect to such Distribution Subaccount have commenced.  An
election made pursuant to this Section 7(c) shall not affect the date of the
commencement of benefits.

          (d) Change in Election of Timing of Distribution.  Subject to Section
              --------------------------------------------
12(a), a Participant may elect to accelerate or further defer the commencement
of any distribution with respect to the Retainer, Meeting Fees or other fee
deferred under Section 2(b), for any calendar year by filing a new election with
the Committee; provided, however, that no such election shall be effective until
12 months after such election is filed with the Committee, nor made with respect
to any Distribution Subaccount after benefits with respect to such Distribution
Subaccount have commenced; further provided that no such new election shall be
valid if it would not have been valid had it been made as the Participant's
initial election.  An election made pursuant to this Section 7(d) shall not
affect the manner (i.e., lump sum versus installments) of distribution.
                   ----

          (e) Effect of Death, Disability or Change in Control.  Notwithstanding
              ------------------------------------------------
Sections 7(a), (b), (c) and (d), if a Participant dies or becomes disabled or a
Change in Control shall occur and the Participant's service as a Director shall
terminate, the Participant's Director Stock Unit Accounts to the extent then
credited and whether or not then vested for the remainder of the then current
calendar year shall be fully vested and shall be distributed immediately in a
lump sum.

          (f) Form of Distribution.  Director Stock Units credited to an
              --------------------
Eligible Director's Distribution Subaccounts shall be distributed in an
equivalent whole number of shares of the Company's Common Stock.  Fractions
shall be disregarded in connection with any distribution, but may be
accumulated.  Notwithstanding anything else contained herein to the contrary, if
the number of Units remaining in the Director Stock Unit Account is less than
100, then the remaining balance shall be distributed in a lump sum.

          8   Adjustments in Case of Changes in Common Stock.
              ----------------------------------------------

                                      A-4
<PAGE>

          If any stock dividend, stock split, recapitalization, merger,
consolidation, combination or other reorganization, exchange of shares, sale of
all or substantially all of the assets of the Company, split-up, split-off,
spin-off, extraordinary redemption, liquidation or similar change in
capitalization or any distribution to holders of the Company's Common Stock
(other than cash dividends and cash distributions) shall occur, proportionate
and equitable adjustments consistent with the effect of such event on
stockholders generally (but without duplication of benefits if Dividend
Equivalents are credited) shall be made in the number and type of shares of
Common Stock or other securities, property and/or rights contemplated hereunder
and of rights in respect of Director Stock Units and Director Stock Unit
Accounts credited under the 1996 Plan so as to preserve the benefits intended.

          9   Company's Right to Withhold.
              ---------------------------

          The Company shall satisfy any income tax withholding obligation
arising upon distribution of a Participant's Stock Unit Account by reducing the
number of shares of Common Stock otherwise deliverable to the Participant.  The
appropriate number of shares required to satisfy such tax withholding obligation
in the case of Stock Units will be based on the Fair Market Value of a share of
Common Stock on the day prior to the date of distribution.  If the Company, for
any reason, cannot satisfy the withholding obligation in accordance with the
preceding sentence, the Participant shall pay or provide for payment in cash of
the amount of any taxes which the Company may be required to withhold with
respect to the benefits hereunder.

          10   Limitation on Eligible Directors'.  Participation in the 1996
               ---------------------------------
Plan shall not give any person the right to continue to serve as a member of the
Board or any rights or interests other than as herein provided.

          11   Beneficiaries.
               -------------

          (a) Beneficiary Designation.  Upon forms provided by and subject to
              -----------------------
conditions imposed by the Company, each Participant may designate in writing the
Beneficiary or Beneficiaries (as defined in Section 8.2(b)) whom such
Participant desires to receive any amounts payable under the 1996 Plan after his
or her death.  The Company and the Committee may rely on the Participant's
designation of a Beneficiary or Beneficiaries last filed in accordance with the
terms of the 1996 Plan.

          (b) Definition of Beneficiary.  A Participant's "Beneficiary" or
              -------------------------
"Beneficiaries" shall be the person, persons, trust or trusts (or similar
entity) designated by the Participant or, in the absence of a designation,
entitled by will or the laws of descent and distribution to receive the
Participant's benefits under the 1996 Plan in the event of the Participant's
death, and shall mean the Participant's executor or administrator if no other
Beneficiary is identified and able to act under the circumstances.

                                      A-5
<PAGE>

12   Other Provisions.
     ----------------

          (a) Irrevocability of Payout Elections.  Subject to Section 8.6 of the
              ----------------------------------
1996 Plan, a Participant may, subject to the approval of the Committee,
prospectively change an election under Section 7(b) or (c) by a subsequent
election that will take effect at least 12 months after the subsequent election
is received by the Company if, in the opinion of counsel to the Company, the
subsequent election would not adversely affect the efficacy of deferrals under
the Code in respect of other Participants in the 1996 Plan.  Notwithstanding the
preceding sentence, a Participant shall not be permitted to change an election
with respect to any Distribution Subaccount from which benefits have commenced
to be distributed.

          (b) Notices.  Any notices to be given under the terms of the 1996
              -------
Plan, these Terms or a Stock Unit Award Agreement shall be in writing and
addressed to the Company at its principal executive office, to the attention of
the Corporate Secretary and to the Participant at the address given beneath the
Participant's signature on the Stock Unit Award Agreement or to his or her last
address of record in the records of the Company.

          (c) Amendments.  The Board shall have the right to amend these Terms
              ----------
in whole or in part from time to time, subject to Section 8.7 of the 1996 Plan.

          (d) Governing Law; Severability.  The validity of these Terms or any
              ---------------------------
of its provisions and provisions of Stock Unit Award Agreements shall be
construed, administered and governed in all respects under and by the laws of
the State of California.  If any provisions of these Terms shall be held by a
court of competent jurisdiction to be invalid or unenforceable, the remaining
provisions shall continue to be fully effective.

          (e) Compliance with Laws.  The 1996 Plan, these Terms, and the offer,
              --------------------
issuance and delivery of shares of Common Stock through the deferral of
compensation under the 1996 Plan are subject to compliance with all applicable
federal and state laws, rules and regulations (including but not limited to
state and federal securities law) and to such approvals by any listing, agency
or regulatory or governmental authority as may, in the opinion of counsel for
the Company, be necessary or advisable in connection therewith.  Any securities
delivered under the 1996 Plan shall be subject to such restrictions, and the
person acquiring such securities shall, if requested by the Company, provide
such assurances and representations to the Company as the Company may deem
necessary or desirable to assure compliance with all applicable securities laws
and other legal requirements.

          (f)  Restrictions on Transfer.  Neither the Stock Units, nor any
               ------------------------
interest therein, nor amount payable or Common Stock deliverable in respect
thereof, may be sold, assigned, transferred, pledged or otherwise disposed of,
alienated or encumbered, either voluntarily or involuntarily, other than by will
or the laws of descent and distribution.  Common Stock issued upon payment of a
Director Stock Unit Account shall be subject to only such restrictions on
transfer as may be necessary or advisable, in the opinion of legal counsel to
the Company, to assure compliance with applicable securities laws.


                                      A-6
<PAGE>

                                                                      SCHEDULE 1
                                                                      ----------

                       CATELLUS DEVELOPMENT CORPORATION

                          STOCK UNIT AWARD AGREEMENT
                          FOR NON-EMPLOYEE DIRECTORS
                        (DEFERRAL FOR 199__ PLAN YEAR)


          THIS DIRECTOR STOCK UNIT AWARD AGREEMENT ("AGREEMENT") is dated as of
the ____ day of _______, 199 , between CATELLUS DEVELOPMENT CORPORATION, a
Delaware corporation (the "COMPANY"), and _____________________ (the
"PARTICIPANT").

          In consideration of the services rendered and to be rendered by the
Participant, the Company and the Participant agree as follows:

          1   Stock Unit Deferral Election.  The Participant hereby irrevocably
              ----------------------------
elects to defer under Section 10 of the Company's Amended and Restated 1996
Performance Award Plan (the "1996 PLAN") the following percentage(s) of the
Retainer(s) and/or Meeting Fees that will become payable to the Participant for
services to be rendered during the year commencing January 1, _____ (the "Plan
Year") (fill in percentage and initial your election):
       -

     RETAINER            ____% (Fill in 0%, 25%, 50%, 75% or 100%)

     MEETING FEES        ____% (Fill in 0%, 25%, 50%, 75% or 100%)

     ChaIRMAN'S RETAINER ____% (Fill in 0%, 25%, 50%, 75% or 100%)

Such amounts shall be credited in Stock Units in accordance with Section 10 of
the 1996 Plan.  Capitalized terms not otherwise defined herein shall have the
meaning assigned to such terms in the 1996 Plan.

          2   Timing and Manner of Distribution of Stock Units.  Participant
              ------------------------------------------------
hereby further irrevocably elects to receive a distribution of his or her vested
Stock Units deferred, in accordance with the choice indicated below (check one
and initial the option you choose):

[ ]     ____   A single lump sum deliverable on the January 1 following his or
               her termination of service on the Board; or

[ ]     ____   Substantially equal annual installments over ______ [specify
               number, not to exceed five] years commencing on the January 1
               following his or her termination of service on the Board; or
<PAGE>

                                      S-1

[ ]     ____   A single lump sum deliverable on the earlier of January 1, ____
                                                    ------- --
               [fill in year which is not less than three years after the Plan
               Year*] or on the January 1 following his or her termination of
               service on the Board; or



[ ]     ____   Substantially equal annual installments over _____ [specify
               number, not to exceed five] years commencing on the earlier of
                                                                   ------- --
               January 1, ______ [fill in year which not less than three years
               after the Plan Year] or on the January 1 following his or her
               termination of service on the Board; or

[ ]     ____   A single lump sum deliverable on the later of January 1, _____
                                                    ----- --
               [fill in year which is not less than three years after the Plan
               Year] or on the January 1 following his or her termination of
               service on the Board; or

[ ]     ____   Substantially equal annual installments over _____ [specify
               number, not to exceed five] commencing on the later of January 1,
                                                             ----- --
               _____ [fill in year which not less than three years after the
               Plan Year] or on the January 1 following his or her termination
               of service on the Board.

Distributions will be made on or as soon as administratively practicable after
the specified delivery date.

          3   General Terms.  The deferral in and vesting of Stock Units and
              -------------
this Agreement are subject to, and the Company and the Participant agree to be
bound by, the applicable provisions of the 1996 Plan, incorporated herein by
this reference.  The Participant acknowledges receiving a copy of the 1996 Plan
and understanding its applicable provisions.  Provisions of the Plan that grant
further discretionary authority to the Company, the Board or the Committee shall
not create any rights in the Participant, unless such rights are expressly set
forth herein.

          4   Effect of Agreement.  This Agreement shall only be effective with
              -------------------
respect to the Retainer and fees for the Plan Year.  The Participant and the
Company must enter into a separate Stock Unit Award Agreement in order to
provide for the deferral of any Retainer  or Meeting Fees in respect of future
calendar years.


-----------------------
/1/ For example, for deferral of the 1998 Retainer, the year may be no earlier
    than 2001.


                                      S-2
<PAGE>

          IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date and year first written above.

                            CATELLUS DEVELOPMENT CORPORATION
                            "Company"


                            By:
                                   --------------------------------
                            Title:
                                   --------------------------------




                            PARTICIPANT



                                   --------------------------------
                                              (Signature)



                                   --------------------------------
                                             (Print Name)


                                   --------------------------------
                                                (Address)


                                   --------------------------------
                                       (City, State, Zip Code)


                                   --------------------------------
                                       (Social Security Number)


                                      S-3
<PAGE>

                                 CONSENT OF SPOUSE
                                 -----------------

          In consideration of the execution of the foregoing Director Stock Unit
Award Agreement, I, _________________, the spouse of the Participant herein
named, do hereby join with my spouse in executing the Agreement and do hereby
agree to be bound by all of the terms and provisions thereof and of the 1996
Plan and the General Provisions.



DATED:  _______________, 19__.           ____________________________
                                              Signature of Spouse