<PAGE>   1
                                                                     EXHIBIT 4.4
                           AMENDED AND RESTATED 2/8/01

                              DEL WEBB CORPORATION
                            1995 DIRECTOR STOCK PLAN


                 ARTICLE 1. ESTABLISHMENT, PURPOSE, AND DURATION

         1.1 Establishment of the Plan. Del Webb Corporation, a Delaware
corporation (the "Company"), hereby establishes a stock plan for Nonemployee
Directors, to be known as the "Del Webb Corporation 1995 Director Stock Plan"
(the "Plan"), as set forth in this document. The Plan permits the deferral of
Directors' Annual Retainers into grants of Nonqualified Stock Options and
Restricted Stock, and sets forth the terms of annual grants of Stock Options to
Nonemployee Directors, subject to the terms and provisions set forth herein.

         Upon approval by the Board of Directors of the Company, and conditioned
upon subsequent approval of the Plan by the shareholders of the Company, the
Plan shall become effective as of November 8, 1995 (the "Effective Date"), and
shall remain in effect as provided in Section 1.3 herein. Without limiting the
immediately preceding sentence, the Plan and the grant of Awards thereunder will
be void ab initio, and of no force and effect, if the Plan is not approved by
the Company's shareholders on or before November 8, 1995.

         1.2 Purpose of the Plan. The purpose of the Plan is to promote the
achievement of long-term objectives of the Company by linking the personal
interests of Nonemployee Directors to those of Company shareholders, and to
attract and retain Nonemployee Directors of outstanding competence.

         1.3 Duration of the Plan. The Plan shall commence on the Effective
Date, as described in Section 1.1 herein, and shall remain in effect, subject to
the right of the Board of Directors to terminate the Plan at any time pursuant
to Article 9 or Section 10.3 herein, until all Shares subject to it shall have
been purchased or acquired according to the Plan's provisions. However, in no
event may an Award be granted under the Plan on or after November 7, 2005.

                     ARTICLE 2. DEFINITIONS AND CONSTRUCTION

         2.1 Definitions. Whenever used in the Plan, the following terms shall
have the meanings set forth below and, when the meaning is intended, the initial
letter of the word is capitalized:

                  (a) "Annual Retainer" means the annual fee payable by the
         Company to a Director, including amounts payable for service as a
         chairperson of a committee of the Board, but excluding meeting fees.

                  (b) "Award" means, individually or collectively, a grant of
         Nonqualified Stock Options or Restricted Stock under this Plan.


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                  (c) "Beneficial Owner" shall have the meaning ascribed to such
         term in Rule 13d-3 of the General Rules and Regulations under the
         Exchange Act.

                 (d) "Board" or "Board or Directors" means the Board of
         Directors of Del Webb Corporation, and includes any committee of the
         Board of Directors designated by the Board to administer part or all of
         this Plan.

                  (e) A "Change in Control" of Company shall be deemed to have
         occurred in any or all of the following instances:

                           (1) Any "person" as such term is used in Sections
                  13(d) and 14(d) of the Exchange Act, other than a trustee or
                  other fiduciary holding securities under an employee benefit
                  plan of Company or a corporation owned directly or indirectly
                  by the stockholders of Company in substantially the same
                  proportions as their ownership of stock of Company, is or
                  becomes the "beneficial owner" (as defined in Rule 13d-3 under
                  the Exchange Act), directly or indirectly, of securities of
                  Company representing 20% or more of the total voting power
                  represented by Company's then outstanding Voting Securities
                  (as defined below); or

                           (2) During any period of two consecutive years,
                  individuals who at the beginning of such period constitute the
                  Board of Directors of Company and any new Director whose
                  election by the Board of Directors or nomination for election
                  by Company's stockholders was approved by a vote of at least
                  two-thirds of the Directors then still in office who either
                  were Directors at the beginning of the period or whose
                  election or nomination for election was previously so
                  approved, cease for any reason to constitute a majority
                  thereof; or

                           (3) The stockholders of Company approve a merger or
                  consolidation of Company with any other corporation, other
                  than a merger or consolidation which would result in the
                  Voting Securities of Company outstanding immediately prior
                  thereto continuing to represent (either by remaining
                  outstanding or by being converted into Voting Securities of
                  the surviving entity) at least 80% of the total voting power
                  represented by the Voting Securities of Company or such
                  surviving entity outstanding immediately after such merger or
                  consolidation; or

                           (4) The stockholders of Company approve a plan of
                  complete liquidation of Company or an agreement for the sale
                  or disposition by Company of (in one transaction or a series
                  of transactions) all or substantially all Company's assets.


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For purposes of this Section, the term "Voting Securities" shall mean and
include any securities of Company which vote generally for the election of
directors.
                  (f) "Code" means the Internal Revenue Code of 1986, as amended
         from time to time.

                  (g) "Committee" means the Human Resources Committee of the
         Board of Directors, or any other committee appointed by the Board to
         administer this Plan.

                  (h) "Company" means Del Webb Corporation, a Delaware
         corporation, or any successor thereto as provided in Section 10.2
         herein.

                  (i) "Director" means any individual who is a member of the
         Board of Directors of the Company.

                  (j) "Disability" means a permanent and total disability,
         within the meaning of Code Section 22(e)(3). To the extent permitted
         pursuant to Section 16 of the Exchange Act, Disability shall be
         determined by the Board in good faith, upon receipt of sufficient
         competent medical advice from one or more individuals, selected by the
         Board, who are qualified to give professional medical advice.

                  (k) "Employee" means any full-time, nonunion, salaried
         employee of the Company. For purposes of this Plan, an individual whose
         only employment relationship with the Company is as a Director, shall
         not be deemed to be an Employee.

                  (l) "Exchange Act" means the Securities Exchange Act of 1934,
         as amended from time to time, or any successor Act thereto.

                  (m) "Fair Market Value" means the average of the highest and
         lowest quoted selling prices for Shares on the relevant date, or (if
         there were no sales on such date) the weighted average of the means
         between the highest and lowest quoted selling prices on the nearest day
         before and the nearest day after the relevant date, as reported in the
         Wall Street Journal or a similar publication selected by the Committee.


                  (n) "Grant Date" means the tenth (10th) day following the
         public release of the Company's fiscal year-end earnings information.

                  (o) "Nonemployee Director" means any individual who is a
         member of the Board of Directors of the Company, but who is not
         otherwise an Employee of the Company.

                  (p) "Nonqualified Stock Option" or "NQSO" means an option to
         purchase Shares, granted under Articles 6 or 7 herein, which is not
         intended to be an incentive stock option qualifying under Code Section
         422.


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                  (q) "Option" means a Nonqualified Stock Option under this
         Plan.

                  (r) "Participant" means a Nonemployee Director of the Company
         who has outstanding an Award granted under the Plan.

                  (s) "Period of Restriction" means the period during which the
         transfer of Shares of Restricted Stock is limited in some way, and the
         Shares are subject to a substantial risk of forfeiture, as provided in
         Article 6 herein.

                  (t) "Person" shall have the meaning ascribed to such term in
         Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and
         14(d) thereof, including a "group" as defined in Section 13(d).

                  (u) "Restricted Stock" means an Award granted to a Nonemployee
         Director pursuant to Article 6 herein.

                  (v) "Shares" means the shares of common stock of Del Webb
         Corporation.

         2.2 Gender and Number. Except where otherwise indicated by the context,
any masculine term used herein also shall include the feminine; the plural shall
include the singular and the singular shall include the plural.

         2.3 Severability. In the event that a court of competent jurisdiction
determines that any portion of this Plan is in violation of any statute, common
law, or public policy, then only the portions of this Plan that violate such
statute, common law, or public policy shall be stricken. All portions of this
Plan that do not violate any statute or public policy shall continue in full
force and effect. Further, any court order striking any portion of this Plan
shall modify the stricken terms as narrowly as possible to give as much effect
as possible to the intentions of the parties under this Plan.

                            ARTICLE 3. ADMINISTRATION

         3.1 The Committee. The Plan shall be administered by the Committee,
subject to the restrictions set forth in this Plan.

         3.2 Administration by the Committee. The Committee shall have full
power, discretion, and authority to interpret and administer this Plan in a
manner which is consistent with the Plan's provisions. However, in no event
shall the Committee have the power to (i) determine Plan eligibility, or to
determine the number, the price, the vesting period, or the timing of Awards to
be made under the Plan to any Participant, or (ii) take an action that would
result in the Awards not being treated as "formula awards" within the meaning of
Rule 16b-3(c)(ii) or any successor provision promulgated pursuant to the
Exchange Act.


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         3.3 Decisions Binding. All determinations and decisions made by the
Committee pursuant to the provisions of the Plan, and all related orders or
resolutions of the Board, shall be final, conclusive, and binding on all
persons, including the Company, its stockholders, employees, Participants, and
their estates and beneficiaries.


                      ARTICLE 4. SHARES SUBJECT TO THE PLAN

         4.1 Number of Shares. Subject to adjustment as provided in Section 4.3
herein, the total number of Shares available for grant under the Plan may not
exceed Seventy-Five Thousand (75,000). The Shares issued as Restricted Stock and
the Shares issued pursuant to the Options exercised under this Plan may be
authorized and unissued Shares or Shares reacquired by the Company, as
determined by the Committee.

         4.2 Lapsed Awards. If any Option or Share of Restricted Stock granted
under this Plan terminates, expires, or lapses for any reason, any Shares
subject to purchase pursuant to such Option and any such Shares of Restricted
Stock again shall be available for the grant under the Plan.

         4.3 Adjustments in Authorized Shares. In the event of any merger,
reorganization, consolidation, recapitalization, separation, liquidation, stock
dividend, split-up, Share combination, or other change in the corporate
structure of the Company affecting the Shares, the number and/or type of Shares
subject to any outstanding Award, the Option exercise price per Share under any
outstanding Option, will be automatically adjusted so that the proportionate
interests of the Participants will be maintained as before the occurrence of
such event. Any adjustment pursuant to this Section 4.3 will be conclusive and
binding for all purposes of this Plan.

                    ARTICLE 5. ELIGIBILITY AND PARTICIPATION

         5.1 Eligibility. Persons eligible to participate in this Plan are
limited to Nonemployee Directors.

         5.2 Actual Participation. All eligible Nonemployee Directors shall
receive grants of Options pursuant to Article 7 herein, and shall be given the
opportunity to defer all or a portion of their Annual Retainers into Options
and/or Restricted Stock, pursuant to the terms and provisions set forth in
Article 6 herein.

                     ARTICLE 6. DEFERRAL OF ANNUAL RETAINERS

         6.1 Deferral Election. On or before December 31 of each year during the
term of this Plan, each Nonemployee Director shall have the ability to elect to
defer any portion or all of his or her Annual Retainer, pursuant to the terms of
this Article 6. Deferrals may, at the discretion of the Director, be made in the
form of discounted Options or Restricted Stock, or combination thereof.

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         The deferral election shall be irrevocable, and shall be made by means
of a written notice delivered to the Secretary of the Company on or before
December 31 of the calendar year which ends prior to the beginning of the
applicable fiscal year. The deferral election shall state the percentage and/or
dollar amount of the Director's Annual Retainer, which is to be deferred, and
shall specify whether the deferral is to be in the form of discounted Stock
Options or Restricted Stock, or combination thereof.

         Each deferral election by a Director shall correspond to the Annual
Retainer which is to be earned by the Director for the Company's fiscal year
which begins in the first calendar year following the calendar year in which the
deferral election is made. For example, a deferral election made by a Director
on December 31, 1995 will correspond to a deferral of an Annual Retainer which
is to be earned by the Director during the fiscal year beginning July 1, 1996,
and ending June 30, 1997.

         The effective date of the Award grant relating to Annual Retainer
deferrals shall be the Grant Date which falls in the first calendar year
following the calendar year in which the applicable deferral election is made.
Accordingly, the Option price of Stock Options granted pursuant to Article 6 of
this Plan shall equal seventy-five percent (75%) of the Fair Market Value of
Shares on the Grant Date. Awards of Restricted Stock pursuant to Annual Retainer
deferrals under this Plan also shall be made on the Grant Date.

         6.2      Terms of Stock Option Deferrals.

                  (a) Number of Shares under Option. The number of shares which
         may be purchased under Options pursuant to Annual Retainer deferrals
         shall be derived according to the following formula:

<TABLE>
<S>                                 <C>

                                                                   Amount of Deferral
Number of Shares              =     --------------------------------------------------------------------------------
                                                    0.25 x Fair Market Value of Shares at Grant Date
</TABLE>


                  The Option price for each Share granted pursuant to an Annual
         Retainer deferral shall equal seventy-five percent (75%) of the Fair
         Market Value of a Share on the Grant Date. Options are issued using
         this formula to give the Director who is deferring his or her Annual
         Retainer an equivalent economic value.

                  (b) Vesting of Options. Options granted under this Article 6
         shall vest one hundred percent (100%) at the end of the sixth month
         following the date of grant of the Options.

         (c) Individual Award Agreement or Notification Form. Each Option grant
         shall be evidenced by an Individual Award Agreement or Notification
         Form that will not include any terms or conditions that are
         inconsistent with the terms and conditions of this Plan. The


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         Agreement or Notification Form may be delivered electronically. If the
         Director elects not to accept the award, they must notify the Company
         in writing within 90 days of the grant date.

                  (d) Duration of Options. Unless earlier terminated, forfeited,
         or surrendered pursuant to a provision of this Plan, each Option shall
         expire on the tenth (10th) anniversary date of its grant.

                  (e) Payment. Options shall be exercised by the delivery of a
         written notice of exercise to the Secretary of the Company, setting
         forth the number of Shares with respect to which the Option is to be
         exercised, accompanied by full payment for the Shares.

                  The Option price upon exercise of any Option shall be payable
         to the Company in full either: (a) in cash or its equivalent, or (b) by
         tendering previously acquired Shares having a Fair Market Value at the
         time of exercise equal to the total Option Price (provided that the
         Shares tendered upon Option exercise have been held by the Participant
         for at least six (6) months prior to their tender to satisfy the Option
         Price), or (c) by a combination of (a) and (b). The proceeds from such
         a payment shall be added to the general funds of the Company and shall
         be used for general corporate purposes.

                  (f) Restrictions on Share Transferability. To the extent
         necessary to ensure that Awards granted hereunder comply with
         applicable law, the Committee shall impose restrictions on any Shares
         acquired pursuant to the exercise of an Option under this Plan,
         including, without limitation, restrictions under applicable Federal
         securities laws, under the requirements of any stock exchange or market
         upon which such Shares are then listed and/or traded, and under any
         blue sky or state securities laws applicable to such Shares.

                  (g) Termination of Service on Board of Directors Due to Death,
         Disability, or Retirement. In the event the service of a Participant on
         the Board is terminated by reason of death, Disability, or retirement
         from the Board after attaining age 72, and if a portion of the
         Participant's Award is not fully vested as of the date of termination
         of service on the Board, then the portion of the Participant's Award
         which is exercisable as of the date of termination of service on the
         Board shall be determined by prorating the Award according to the
         following guidelines:

                           (i) The portion of the Award which is exercisable as
                  of the date of termination of service on the Board shall
                  remain exercisable;

                           (ii) The percentage vesting of the portion of the
                  Award which otherwise would have vested at the end of the
                  Company's fiscal year in which termination of service on the
                  Board occurs, will equal a fraction, the numerator of which is
                  the number of full weeks of service on the Board during the
                  Company's fiscal year in which termination occurs, and the
                  denominator of which is fifty-two (52); and


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                           (iii) The portion of the Award which is scheduled to
                  vest in a year which begins after the end of the Company's
                  fiscal year in which termination of service on the Board
                  occurs, and the portion of the Award that does not vest in the
                  Company's fiscal year in which termination of service on the
                  Board occurs, shall be forfeited by the Participant, and
                  returned to the Company (and shall once again be available for
                  grant under the Plan).

                  To the extent an Option is exercisable as of the date of death
         (or as of the date of termination by reason of Disability or retirement
         from the Board after attaining age 72, as applicable), it shall remain
         exercisable at any time prior to its expiration date, or for one (1)
         year after the date of death (or the date of termination by reason of
         Disability or retirement from the Board after attaining age 72, as
         applicable), whichever period is shorter, by the Participant or such
         person or persons as shall have been named as the Participant's legal
         representative or beneficiary, or by such persons that have acquired
         the Participant's rights under the Option by will or by the laws of
         descent and distribution.

                  (h) Termination of Service on Board of Directors for Other
         Reasons. If the service of the Participant on the Board shall terminate
         for any reason other than death, Disability, or retirement from the
         Board after attaining age 72, any outstanding Options held by the
         Participant that are not exercisable as of the date of termination
         immediately shall be forfeited to the Company (and shall once again
         become available for grant under the Plan).

                  To the extent an Option is exercisable as of the date of
         termination of the Participant's service on the Board under this
         Section 6.2(h), it shall remain exercisable at any time prior to its
         expiration date, or for one (1) year after the date the Participant's
         service on the Board terminates, whichever period is shorter.

                  (i) Transferability of Options. Options granted under the Plan
         may be transferable to a family member or members, or to a trust or
         similar entity (including a family limited partnership) benefiting such
         family member or members, subject to such restrictions, limitations, or
         conditions as the Human Resources Committee deems to be appropriate.

         6.3      Terms of Restricted Stock Deferrals.

                  (a) Grants of Restricted Stock. The number of shares of
         Restricted Stock which shall be granted pursuant to an Annual Retainer
         deferral shall be derived according to the following formula:


<TABLE>
<S>                                 <C>

                                                                   Amount of Deferral
Number of Shares              =     --------------------------------------------------------------------------------
                                                        Fair Market Value of Shares at Grant Date
</TABLE>


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                  Awards of Restricted Stock under this Plan shall be made on
         the Grant Date which falls within the first (1st) calendar year
         following the calendar year in which the applicable deferral election
         was made.

                  (b) Restricted Stock Agreement or Notification Form. Each
         Restricted Stock grant shall be evidenced by a Restricted Stock
         Agreement or Notification Form that shall specify the Period of
         Restriction, or Periods, the number of Restricted Stock Shares granted,
         and such other provisions as the Committee shall determine.

                  (c) Transferability. A Participant who has been granted Shares
         of Restricted Stock under the Plan may assign or otherwise transfer all
         or a portion of the rights under the Shares of Restricted Stock to a
         family member or members, or to a trust or similar entity (including a
         family limited partnership) benefiting such family member or members,
         subject to such restrictions, limitations, or conditions as the Human
         Resources Committee deems to be appropriate.

                  The Period of Restriction for Shares of Restricted Stock
         awarded pursuant to this Article 6 shall end six (6) months following
         the Grant Date on which such Shares were issued. All rights with
         respect to the Restricted Stock granted to a Director under the Plan
         shall be available during his or her lifetime only to such Director.

                  (d) Certificate Legend. Each certificate representing Shares
         of Restricted Stock granted pursuant to the Plan may bear the following
         legend:

                  "The sale or other transfer of the Shares of Stock represented
         by this certificate, whether voluntary, involuntary, or by operation of
         law, is subject to certain restrictions on transfer as set forth in the
         Del Webb Corporation 1995 Director Stock Plan, and in a Restricted
         Stock Agreement or Notification Form. A copy of the Plan and such
         Restricted Stock Agreement or Notification Form may be obtained from
         the Secretary of Del Webb Corporation."

                  (e) Removal of Restrictions. Except as otherwise provided in
         this Plan, Shares of Restricted Stock covered by each Restricted Stock
         grant made under the Plan shall become freely transferable by the
         Participant after the last day of the Period of Restriction. Once the
         Shares are released from the restrictions, the Director shall be
         entitled to have the legend required by Section 6.3(d) removed from his
         or her Share certificate.

                  (f) Voting Rights. During the Period of Restriction, Directors
         holding Shares of Restricted Stock granted hereunder may exercise full
         voting rights with respect to those Shares.

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                  (g) Dividends and Other Distributions. During the Period of
         Restriction, Directors holding Shares of Restricted Stock granted
         hereunder shall be entitled to receive all dividends and other
         distributions paid with respect to those Shares while they are so held.
         If any such dividends or distributions are paid in Shares, the Shares
         shall be subject to the same restrictions on transferability and
         forfeitability as the Shares of Restricted Stock with respect to which
         they were paid.

                  (h) Termination of Service on Board of Directors Due to Death,
         Disability, or Retirement. In the event that a Director's service on
         the Board terminates prior to the end of the Period of Restriction by
         reason of death, Disability, or retirement from the Board after
         attaining age 72, then the percentage vesting of the Shares of
         Restricted Stock shall be determined according to a fraction; the
         numerator of which is the number of full weeks of service on the Board
         between the applicable Grant Date and the date the Director's service
         on the Board terminates, and the denominator of which is twenty-six
         (26).

                  Within thirty (30) days after termination of service on the
         Board, the Director (or his or her legal representative) shall return
         to the Company all of the certificates representing Shares of
         Restricted Stock. As soon as practicable thereafter, the Company shall
         issue a new certificate representing the number of vested Shares to
         which the Director is entitled.

                  (i) Termination of Service on Board of Directors for Other
         Reasons. If the service of a Director on the Board terminates prior to
         the end of the Period of Restriction for reasons other than death,
         Disability, or retirement from the Board after attaining age 72, then
         all Shares of Restricted Stock that are not vested as of the date the
         Director's service on the Board terminates shall be forfeited to the
         Company (and shall once again become available for grant under the
         Plan). Within thirty (30) days after the termination of service on the
         Board, the Director shall return to the Company all of the certificates
         representing his or her Shares of Restricted Stock.

                         ARTICLE 7. ANNUAL OPTION GRANTS

         7.1 Annual Grant of Options. Subject to the limitation on the number of
Shares which may be awarded under this Plan, each Nonemployee Director shall be
granted an Option to purchase two thousand (2,000) Shares upon each November 20
of each calendar year commencing in 1995 (less the number of shares granted to
the Director under the Del Webb Corporation Director Stock Plan during each such
calendar year).

         7.2 Limitation on Grant of Options. Other than the grant of Options set
forth in Article 6 and in Section 7.1, no additional Options shall be granted
under this Plan.

         7.3 Individual Award Agreement or Notification Form. Each Option grant
shall be evidenced by an Individual Award Agreement or Notification Form that
will not include any terms or conditions that are inconsistent with the terms
and conditions of this Plan.


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         7.4 Option Price. The purchase price per Share available for purchaser
under an Option granted pursuant to this Article 7 shall be equal to the Fair
Market Value of such Share on the date the Option is granted.

         7.5 Duration of Options. Unless earlier terminated, forfeited, or
surrendered pursuant to a provision of this Plan, each Option granted under this
Article 7 shall expire on the tenth (10th) anniversary date of its grant.

         7.6 Vesting of Shares Subject to Option. Participants shall be entitled
to exercise Options granted under this Article 7 at any time and from time to
time, within the time period beginning six (6) months after grant of the Option,
and ending ten (10) years after grant of the Option, and according to the
following vesting schedule: one-third of the Options shall vest on the
anniversary date of date of grant of the Options, and one-third of the Options
shall vest on each of the second and third anniversaries of the date of grant of
the Options.

         7.7 Payment. Options granted under this Article 7 shall be exercised in
the manner set forth in Section 6.2(e) herein.

         7.8 Restrictions on Share Transferability. To the extent necessary to
ensure that Options granted under this Article 7 comply with applicable law, the
Board shall impose restrictions on any Shares acquired pursuant to the exercise
of an Option under this Article 7, including, without limitation, restrictions
under applicable Federal securities laws, under the requirements of any stock
exchange or market upon which such Shares are then listed and/or traded, and
under any blue sky or state securities laws applicable to such Shares.

         7.9 Termination of Employment Due to Death, Disability, or Retirement.
In the event the service of a Participant on the Board is terminated by reason
of death, Disability, or retirement from the Board after attaining age 72, and
if a portion of the Participant's Award is not fully vested as of the date of
termination of service on the Board, then the portion of the Participant's Award
which is exercisable as of the date of termination of service on the Board shall
be determined according to the guidelines set forth in Section 6.2(g) herein.

         7.10 Termination of Service on the Board of Directors for Other
Reasons. If the service of a Participant on the Board shall terminate for any
reason other than for death, Disability or retirement from the Board after
attaining age 72, any outstanding Options held by the Participant that are not
exercisable as of the date of termination shall be governed by the guidelines
set forth in Section 6.2(h) herein.

         7.11 Nontransferability of Options. No Option granted under this
Article 7 may be sold, transferred, pledged, assigned, or otherwise alienated or
hypothecated, other than by will or by the laws of descent and distribution, or
pursuant to Section 10.1 herein. Further, all Options granted to

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<PAGE>   12

a Participant under this Article 7 shall be exercisable during his or her
lifetime only by such Participant.

                          ARTICLE 8. CHANGE IN CONTROL

         In the event of a Change in Control of the Company, all Awards granted
under this Plan that are still outstanding and not yet vested, shall become
immediately one hundred percent (100%) vested in each Participant, as of the
first date that the definition of Change in Control has been fulfilled, and
shall remain as such for the remaining life of the Award, as such life is
provided herein, and within the provisions of the related individual award
agreements or instruments entered into with each Participant. All Options that
are exercisable as of the effective date of the Change in Control shall remain
as such for the remaining life of the Options.

               ARTICLE 9. AMENDMENT, MODIFICATION, AND TERMINATION

         9.1 Amendment, Modification, and Termination. Subject to the terms set
forth in this Section 9.1, the Committee may terminate, amend, or modify this
Plan at any time and from time to time; provided, however, that shareholder
approval is required for any Plan amendment that would materially increase the
benefits accruing to Participants under this Plan, materially increase the
number of securities which may be issued under this Plan, or materially modify
the requirements with respect to eligibility for participation in this Plan; and
provided, further, that Plan provisions relating to the amount, price, and
timing of securities to be awarded under this Plan may not be amended more than
once every six (6) months, other than to comport with changes in the Code or the
regulations promulgated thereunder.

         9.2 Awards Previously Granted. Unless required by law, no termination,
amendment, or modification of this Plan shall in any manner adversely affect any
Award previously granted under this Plan, without the written consent of the
Participant holding such Award.

                            ARTICLE 10. MISCELLANEOUS

         10.1 Beneficiary Designation. Each Participant under this Plan may,
from time to time, name any beneficiary or beneficiaries (who may be named
contingently or successively) to whom any benefit under this Plan is to be paid
in the event of his or her death. Each designation will revoke all prior
designations by the same Participant, shall be in a form prescribed by the
Committee, and will be effective only when filed by the Participant in writing
with the Committee during his or her lifetime. In the absence of any such
designation, benefits remaining unpaid at the Participant's death shall be paid
to the Participant's estate.

         10.2 Successors. All obligations of the Company under this Plan, with
respect to Awards granted hereunder, shall be binding on any successor to the
Company, whether the existence of such successor is the result of a direct or
indirect purchase, merger, consolidation, or otherwise, of all or substantially
all of the business and/or assets of the Company.

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         10.3 Requirements of Law. The granting of Awards under the Plan shall
be subject to all applicable laws, rules, and regulations, and to such approvals
by any governmental agencies or national securities exchanges as may be
required. Notwithstanding any other provision set forth in this Plan, the
Committee may, at its sole discretion, terminate, amend, or modify this Plan in
any way necessary to comply with the applicable requirements of Rule 16b-3
promulgated by the Securities and Exchange Commission as interpreted pursuant to
no-action letters and interpretive releases.

         10.4 Governing Law. This Plan, and all agreements or instruments
hereunder, shall be governed by the laws of the State of Delaware.





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