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                                                                    EXHIBIT 4.10
                           AMENDED AND RESTATED 2/8/01

                              DEL WEBB CORPORATION
                     2000 EXECUTIVE LONG-TERM INCENTIVE PLAN


                 ARTICLE 1. ESTABLISHMENT, PURPOSE, AND DURATION

         1.1 Establishment of the Plan. Del Webb Corporation, a Delaware
corporation (the "Company"), establishes an incentive compensation plan to be
known as the "Del Webb Corporation 2000 Executive Long-Term Incentive Plan" (the
"Plan"). The Plan permits the grant of Nonqualified Stock Options, Incentive
Stock Options, Restricted Stock, Performance Units, and Performance-Based
Awards.

         Subject to shareholder ratification, the Plan shall become effective as
of November 2, 2000 (the "Effective Date"), Amended and Restated February 8,
2001, and shall remain in effect as provided in Section 1.3.

         1.2 Purpose of the Plan. The purpose of the Plan is to promote the
success and enhance the value of Company by linking the personal interests of
Participants to those of Company shareholders, and by providing Participants
with an incentive for outstanding performance. The Plan is also intended to
provide flexibility to Company in its ability to motivate, attract, and retain
the services of Participants upon whose judgment, interest, and special effort
the successful conduct of its operation is dependent.

         1.3 Duration of the Plan. Subject to ratification by the shareholders
of Company, the Plan shall begin on the Effective Date and shall remain in
effect, subject to Article 13, 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 1, 2010.

                     ARTICLE 2. DEFINITIONS AND CONSTRUCTION

         2.1 Definitions.

                  (a) "Award" means, individually or collectively, a grant under
         this Plan of Nonqualified Stock Options, Incentive Stock Options,
         Restricted Stock, Performance Units, or Performance-Based Awards.

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

                  (c) "Board" or "Board or Directors" means the Board of
         Directors of Company.

                  (d) "Cause" means (i) the breach by a Participant of any
         employment contract between the Participant and Company, (ii) the
         conviction of a Participant of a felony or crime involving moral
         turpitude (meaning a crime that necessarily includes the




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         commission of an act of gross depravity, dishonesty or bad morals), or
         (iii) willful and gross misconduct on the part of a Participant that is
         materially and demonstrably detrimental to Company.

                  (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.

                  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.



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                  (g) "Committee" means the committee, as specified in Article
         3, appointed by the Board to administer the Plan with respect to grants
         of Awards.

                  (h) "Company" means Del Webb Corporation (including any and
         all Subsidiaries), or any successor thereto as provided in Article 15.

                  (i) "Covered Employee" means an Employee who is a "covered
         employee" within the meaning of Section 162(m) of the Code.

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

                  (k) "Disability" means a permanent and total disability,
         within the meaning of Code Section 22(e)(3), as determined by the
         Committee in good faith, upon receipt of sufficient competent medical
         advice from one or more individuals, selected by the Committee, who are
         qualified to give professional medical advice.

                  (l) "Employee" means any full-time, nonunion employee of
         Company. Directors who are not otherwise employed by Company shall not
         be considered Employees under this Plan.

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

                  (n) "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.

                  (o) "Incentive Stock Option" or "ISO" means an option to
         purchase Shares which is designated as an Incentive Stock Option and is
         intended to meet the requirements of Section 422 of the Code.

                  (p) "Insider" means an Employee who is, at the time an Award
         is made, an insider pursuant to Section 16 of the Exchange Act.

                  (q) "Non-Employee Director" means a member of the Board who
         qualifies as a "Non-Employee Director" as defined in Rule 16b-3(b)(3)
         of the Exchange Act as it may be amended or replaced from time to time.

                  (r) "Nonqualified Stock Option" or "NQSO" means an Option to
         purchase Shares which is not intended to be an Incentive Stock Option.

                  (s) "Option" means an Incentive Stock Option or a Nonqualified
         Stock Option.



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                  (t) "Option Price" means the price at which a Share may be
         purchased by a Participant pursuant to an Option, as determined by the
         Committee.

                  (u) "Parent" shall have the meaning ascribed to such term in
         Rule 12b-2 of the Exchange Act.

                  (v) "Participant" means an Employee who has outstanding an
         Award.

                  (w) "Performance-Based Awards" means the Performance-Based
         Restricted Stock Awards and Performance Unit Awards granted to select
         Covered Employees pursuant to Articles 7 and 8, but which are subject
         to the terms and conditions set forth in Article 9. All
         Performance-Based Awards are intended to qualify as "performance-based
         compensation" under Section 162(m) of the Code.

                  (x) "Performance Criteria" means the criteria that the
         Committee selects for purposes of establishing the Performance Goal or
         Performance Goals for a Participant for a Performance Period. The
         Performance Criteria that will be used to establish Performance Goals
         are limited to the following: pre- or after-tax net earnings, revenue
         growth, operating income, operating cash flow, return on net assets,
         return on shareholders' equity, return on assets, return on capital,
         Share price growth, shareholder returns, gross or net profit margin,
         earnings per share, price per Share, and market share, any of which may
         be measured either in absolute terms or as compared to any incremental
         increase or as compared to results of a peer group. The Committee
         shall, within the time prescribed by Section 162(m) of the Code, define
         in an objective fashion the manner of calculating the Performance
         Criteria to use for the Performance Period.

                  (y) "Performance Goals" means, for a Performance Period, the
         goals established in writing by the Committee for the Performance
         Period based upon the Performance Criteria. Depending on the
         Performance Criteria used, the Goal may relate to overall Company
         performance or performance of an operating unit or community. The
         Committee, in its discretion, may, within the time prescribed by
         Section 162(m) of the Code, adjust or modify the calculation of
         Performance Goals to prevent dilution or enlargement of the rights of
         Participants, (i) in the event of, in recognition of, or in
         anticipation of, any unanticipated, unusual nonrecurring or
         extraordinary corporate item, transaction, event, or development; or
         (ii) in response to, or in anticipation of, changes in applicable laws,
         regulations, accounting principles, or business conditions.

                  (z) "Performance Period" means the periods of time, which may
         be of varying and overlapping durations, as the Committee may select,
         over which Performance Goals will be measured for the purpose of
         determining a Participant's right to, and the payment of, a
         Performance-Based Award.

                  (aa) "Performance Unit" means an Award granted to an Employee
         pursuant to Article 8.

                  (bb) "Period of Restriction" means the period during which the
         transfer of Shares of Restricted Stock is limited in some way (as
         determined by the Committee, in



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         its discretion), and the Shares are subject to a substantial risk of
         forfeiture, as provided in Article 7.

                  (cc) "Restricted Stock" means an Award granted to a
         Participant pursuant to Article 7.

                  (dd) "Retirement" means a voluntary termination of employment
         by a Participant who has less than 10 years of service with Company at
         or after age 65, or voluntary termination at or after age 55 for
         Participants who have at least 10 years of service with Company as of
         the date of employment termination. The Committee may shorten the years
         of service or the age requirements.

                  (ee) "Shares" means the shares of common stock of Company.

                  (ff) "Subsidiary" means any corporation in which Company owns
         directly, or indirectly through subsidiaries, at least 50% of the total
         combined voting power of all classes of stock, or any other entity
         (including, but not limited to, partnerships and joint ventures) in
         which Company owns at least 50% of the combined equity.

         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. If 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 portion 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, or the Committee may amend the Plan, 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 Human
Resources Committee of the Board, or by any other Committee if the Board so
determines. In any event, unless otherwise specifically provided by the Board,
the Committee shall consist of not less than two Directors, each of whom
qualifies as a Non-Employee Director, and an "outside director" under Code
Section 162(m) and the regulations thereunder. The members of the Committee
shall serve at the discretion of the Board.

         3.2 Authority of the Committee. The Committee shall have full power,
except as limited by law or by the Articles of Incorporation or Bylaws of
Company, and subject to the provisions herein, to determine the size and types
of Awards; to determine the terms and conditions of such Awards including, but
not limited to, the exercise price, grant price, or purchase price, any
restrictions or limitations on any Award, any schedule for lapse of forfeiture
restrictions or restrictions on the exercisability of an Award, and
accelerations or waivers thereof, based in each case on such considerations as
the Committee in its sole discretion determines; to cancel and reissue any
Awards granted hereunder in the event the Award lapses



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for any reason (provided that the Committee shall not have the authority to
reprice previously issued and currently outstanding Awards without shareholder
approval); to construe and interpret the Plan and any agreement or instrument
entered into under the Plan; to establish, amend, or waive rules and regulations
for the Plan's administration; and (subject to the provisions of Article 13) to
amend the terms and conditions of any outstanding Award to the extent such terms
and conditions are within the discretion of the Committee as provided in the
Plan. The Committee shall make all other determinations that may be necessary or
advisable for the administration of the Plan.

         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 of Directors shall be final, conclusive, and binding on
all persons, including Company, its stockholders, Employees, Participants, and
their estates and beneficiaries.

         3.4 Delegation. As permitted by law, the Committee may delegate to any
officer of Company or any committee comprised of officers of Company the
authority to take any and all actions permitted or required to be taken by the
Committee hereunder; provided that such delegation shall not be permitted with
respect to Options or other Awards granted or to be granted to any officer of
Company and that, to the extent the Committee delegates authority to grant
Options and other Awards hereunder, such delegation shall specify the aggregate
number of Shares that may be awarded pursuant to such delegation and may
establish the maximum number of Shares that may be subject to any Award made
pursuant to such delegation and any other limitations thereon that the Committee
may choose to impose.

                      ARTICLE 4. SHARES SUBJECT TO THE PLAN

         4.1 Number of Shares. Subject to adjustment as provided in Section 4.3,
the total number of Shares available for grant under the Plan shall be 500,000.

         4.2 Lapsed Awards. If any Award granted under this Plan is canceled,
terminates, expires, or lapses for any reason, any Shares subject to such Award
again shall be available for the grant of an Award.

         4.3 Adjustments in Authorized Shares. The Committee may make or provide
for such adjustments in the (a) number of Shares covered by outstanding Awards
granted hereunder, (b) prices per Share applicable to outstanding Awards and (c)
kind of Shares covered thereby, as the Committee in its sole discretion may in
good faith determine to be equitably required in order to prevent dilution or
enlargement of the rights of Participants that otherwise would result from (x)
any stock dividend, stock split, combination or exchange of Shares,
recapitalization or other change in the capital structure of Company, (y) any
merger, consolidation, spin-off, spin-out, split-off, split-up, reorganization,
partial or complete liquidation, other distribution of assets (other than a
normal cash dividend), issuance of rights or warrants to purchase securities, or
(z) any other corporate transaction or event having an effect similar to any of
the foregoing. Moreover, in the event of any such transaction or event, the
Committee may provide in substitution for any outstanding Awards alternative
consideration as it may in good faith determine to be equitable under the
circumstances, and may require the surrender of all Awards so substituted. The
Committee may also make or provide for such



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adjustments in the number of Shares specified in Section 4.1, 4.4, or 9.5 as the
Committee in its sole discretion may in good faith determine to be appropriate
in order to reflect any transaction or event described in this Section. Any
adjustment pursuant to this Section will be conclusive and binding for all
purposes.

         4.4 Limitation on Number of Shares Subject to Award. Notwithstanding
any provision in the Plan to the contrary, the maximum number of shares of Stock
that may be subject to one or more Awards granted to any one Participant over
the term of the Plan shall be 150,000.

                    ARTICLE 5. ELIGIBILITY AND PARTICIPATION

         5.1 Eligibility. Persons eligible to participate in this Plan include
all officers and key Employees of Company, as determined by the Committee.

         5.2 Actual Participation. The Committee may, from time to time, select
from all eligible Employees those to whom Awards shall be granted and shall
determine the nature and amount of each Award. No Employee shall have any right
to be granted an Award under this Plan. Nothing in this Plan shall interfere
with or limit the right of Company to terminate any Participant's employment at
any time, nor confer on any Participant any right to continue in the employ of
Company. Transfer of employment of a Participant between Company and any one of
its Subsidiaries (or between Subsidiaries) shall not be a termination of
employment.

                            ARTICLE 6. STOCK OPTIONS

         6.1 Grant of Options. Options may be granted to Employees at any time
and from time to time as shall be determined by the Committee. The Committee
shall have discretion in determining the number of Shares subject to Options
granted to each Participant. The Committee may grant ISOs, NQSOs, or a
combination thereof. Nothing in this Article 6 shall be deemed to prevent the
grant of NQSOs in excess of the maximum established for ISOs by Section 422(d)
of the Code.

         6.2 Option Agreement or Notification Form. Each Option grant shall be
evidenced by an Option Agreement or Notification Form that shall specify the
Option Price, the duration of the Option, the number of Shares to which the
Option pertains, and such other provisions as the Committee shall determine. The
Option Agreement or Notification Form also shall specify whether the Option is
intended to be an ISO within Section 422 of the Code, or a NQSO. The Agreement
or Notification Form may be delivered electronically. If the Optionee elects not
to accept the award, they must notify the Company in writing within 90 days of
the grant date.

         6.3 Option Price. The Option Price for each grant shall not be less
than 100% of the Fair Market Value on the date of grant.

         6.4 Duration of Options. Each Option shall expire at such time as the
Committee shall determine at the time of grant; provided, that no Option shall
be exercisable later than the 10th anniversary of grant.



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         6.5 Exercise of Options. Options shall be exercisable at times and be
subject to restrictions and conditions as the Committee shall in each instance
approve, which need not be the same for each grant or for each Participant.

         6.6 Payment. Options shall be exercised by written notice to the
Secretary of 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 shall be payable to Company either: (a)
in cash or its equivalent, or (b) by tendering previously acquired Shares having
a Fair Market Value equal to the total Option Price (provided that the Shares
which are tendered must have been held by the Participant for at least 6 months
prior to their tender to satisfy the Option Price), or (c) by a combination of
(a) and (b).

         The Committee also may allow cashless exercise as permitted under
Federal Reserve Board's Regulation T, subject to applicable securities law
restrictions, or by any other means which the Committee determines to be
consistent with the Plan's purpose and applicable law. The proceeds from such a
payment shall be added to the general funds of Company.

         As soon as practicable after receipt of a written notification of
exercise and full payment, Company shall deliver to the Participant, in the
Participant's name, Share certificates based upon the number of Shares purchased
under the Option(s).

         6.7 Restrictions on Share Transferability. The Committee shall impose
restrictions on any Shares acquired pursuant to the exercise of an Option as it
may deem advisable, 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.

         6.8 Termination of Employment Due to Death, Disability, or Retirement.

                  (a) Termination by Death. If employment is terminated by
         death, any outstanding Options which are vested as of the date of death
         shall remain exercisable at any time prior to their expiration date, or
         for 1 year after the date of death, whichever period is shorter, by
         such person or persons as shall have been named as the Participant's
         beneficiary or by anyone that has acquired the Participant's rights
         under the Option by will or the laws of descent and distribution.

                  In addition, Options not vested as of the date of death shall
         be vested as follows: The percentage vesting of the portion of an
         Option which would have vested on the anniversary of the date of grant
         next following employment termination (the "Next Vesting Date"), shall
         equal a fraction, the numerator of which is the number of full weeks of
         Participant's employment during the 12-month period ending on the Next
         Vesting Date, and the denominator of which is 52; and

                  Any portion not deemed vested as of the date of employment
         termination shall expire immediately.



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                  (b) Termination by Disability. If employment is terminated by
         Disability, any outstanding Options which are vested as of the date of
         termination shall remain exercisable at any time prior to their
         expiration date, or for l year after the date of termination, whichever
         period is shorter.

                  In addition, Options not vested as of the date of termination
         due to disability shall be vested as determined by the guidelines in
         Subparagraph (a) of Section 6.8.

                  Any Options not deemed vested as of the date of termination
         due to Disability shall expire immediately.

                  (c) Termination by Retirement. If employment is terminated by
         Retirement, any outstanding Options vested as of the effective date of
         Retirement shall remain exercisable at any time prior to their
         expiration date, or for 3 years after the effective date of Retirement,
         whichever period is shorter.

                  In addition, Options not vested as of the effective date of
         Retirement shall be vested as determined by the guidelines in
         Subparagraph (a) of Section 6.8.

                  Any Options not vested as of the effective date of Retirement
         shall expire immediately.

                  (d) Exercise Limitations on ISOs. In the case of ISOs, the tax
         treatment prescribed under Section 422 of the Code may not be available
         if the Options are not exercised within Section 422 prescribed time
         periods after each of the various types of employment termination.

                  (e) Option Agreement or Notification Form. The exercise
         periods and vesting rules described in Subparagraphs (a), (b), and (c)
         above shall apply in the absence of any contrary provisions in the
         Option Agreement or Notification Form. The Committee may prescribe
         alternative vesting rules and exercise periods in an Option Agreement
         or Notification Form or may accelerate vesting upon Death, Disability
         or Retirement, at its discretion.

         Notwithstanding the exercise periods described in Subparagraphs (a),
(b), and (c) above, the Committee shall have the authority, in its sole
discretion, to accelerate the vesting of Options which are outstanding as of the
date of employment termination for one of the reasons described in this Section
6.8.

         6.9 Termination of Employment for Other Reasons. If the employment of a
Participant shall terminate for any reason (other than the reasons set forth in
Section 6.8 or for Cause), all Options held by the Participant which are not
vested as of the effective date of employment termination immediately shall be
forfeited to the Company (and shall once again become available for grant under
the Plan). However, the Committee, in its sole discretion, shall have the right
to immediately vest all or any portion of such Options, subject to such terms as
the Committee, in its sole discretion, deems appropriate.



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         Except as otherwise provided in an Option Agreement or Notification
Form, Options vested as of the effective date of termination may be exercised
from the effective date of employment termination to 3 months after termination.

         If the employment shall terminate for Cause, all outstanding Options
immediately shall be forfeited to Company and no additional exercise period
shall be allowed, regardless of the vested status of the Options.

         6.10 Nontransferability of Options. An ISO may not be sold,
transferred, or otherwise alienated or hypothecated, other than by will or the
laws of descent and distribution. A NQSO may be transferrable 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.

                           ARTICLE 7. RESTRICTED STOCK

         7.1 Grant of Restricted Stock. Subject to the terms of the Plan, the
Committee may grant Shares of Restricted Stock to eligible Employees. The total
number of Shares granted pursuant to Restricted Stock Agreement or Notification
Forms that include only time-based restrictions shall not exceed 50,000. The
total number of Shares granted pursuant to Restricted Stock Agreement or
Notification Forms that include restrictions based on achievement of specific
performance goals, (including, but not limited to Company-wide, divisional,
and/or individual goals) shall not exceed an additional 100,000 Shares.

         7.2 Restricted Stock Agreement or Notification Form. Each Restricted
Stock grant shall have a Restricted Stock Agreement or Notification Form that
shall specify the Periods of Restriction, the number of Shares granted, and
other provisions as the Committee shall determine. The Agreement or Notification
Form may be delivered electronically. If the Recipient elects not to accept the
award, they must notify the Company in writing within 90 days of the grant date.



         7.3 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.

         7.4 Other Restrictions. The Committee shall impose such other
restrictions on any Shares of Restricted Stock as it may deem advisable
including, without limitation, restrictions based upon the achievement of
specific performance goals (Company-wide, divisional, and/or individual), and/or
restrictions under applicable Federal or state securities laws; and may legend
the certificates representing Restricted Stock to give appropriate notice of
such restrictions.



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         7.5 Certificate Legend. In addition to any legends placed on
certificates pursuant to Section 7.4, each certificate representing Shares of
Restricted Stock granted pursuant to the Plan may bear the following legend:

                  "The sale or transfer of the Shares represented by this
         certificate, whether voluntary, involuntary, or by operation of law, is
         subject to certain restrictions on transfer in the Del Webb Corporation
         2000 Executive Long-Term Incentive Plan, and in a Restricted Stock
         Agreement or Notification Form. A copy of the Plan and Restricted Stock
         Agreement or Notification Form may be obtained from the Secretary of
         Del Webb Corporation."

         7.6 Removal of Restrictions. Except as otherwise provided in this
Article 7, 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 Shares are released from the
restrictions, the Participant shall be entitled to have the legend required by
Section 7.5 removed from his or her Share certificate.

         7.7 Voting Rights. During the Period of Restriction, Participants
holding Shares of Restricted Stock may exercise full voting rights.

         7.8 Dividends and Other Distributions. During the Period of
Restriction, Participants holding Shares of Restricted Stock shall be entitled
to receive all dividends and other distributions paid with respect to those
Shares. 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 with respect to which they were paid.

         7.9 Termination of Employment. If employment shall terminate for any
reason, except as otherwise stated in the Restricted Stock Agreement or
Notification Form, all nonvested shares of Restricted Stock shall be forfeited
immediately. The number of Shares of Restricted Stock deemed vested as of the
effective date of termination shall be determined pursuant to the guidelines in
Sections 6.8 and 6.9, except as otherwise provided in the Restricted Stock
Agreement or Notification Form.

         7.10 Committee Discretion Regarding Restrictions. With the exception of
a termination of employment for Cause, the Committee, in its sole discretion,
shall have the right to provide for lapsing of the restrictions on Restricted
Stock following employment termination, upon such terms and provisions as it
deems proper; provided that, no such lapsing of restrictions shall occur after
the expiration date of the Restricted Stock.



                          ARTICLE 8. PERFORMANCE UNITS

         8.1 Grant of Performance Units. Subject to the terms of the Plan,
Performance Units may be granted to eligible Employees as determined by the
Committee. The terms on which the Performance Units are granted shall be stated
in a Performance Unit Award Agreement or Notification Form.



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         8.2 Value of Performance Units. Each Performance Unit shall have an
initial value established by the Committee at the time of grant. The Committee
shall set performance goals in its discretion that will determine the number
and/or value of Performance Units that will be paid out.

         8.3 Earning of Performance Units. After the time period during which
the goals must be met, the holder of Performance Units shall be entitled to
receive payout on the number of Performance Units earned over such period, all
as set forth in the Performance Unit Award Agreement or Notification Form.

         8.4 Form and Timing of Payment of Performance Units. Payment of earned
Performance Units shall be made in a single lump sum, within 45 calendar days
following the end of the time period during which the goals must be met. The
Committee, in its sole discretion, may pay earned Performance Units in the form
of cash or in Shares (or in a combination thereof) which have an aggregate Fair
Market Value equal to the value of the earned Performance Units at the close of
such period.

         Prior to the beginning of each period during which the goals must be
met, Participants may elect to defer the receipt of the Performance Unit payout
upon such terms as the Committee may approve.

         8.5 Termination of Employment Due to Death, Disability, Retirement, or
Involuntary Termination (without Cause). In the event employment is terminated
by reason of death, Disability, Retirement, or involuntary termination without
Cause during a Performance Period, the Participant shall receive a prorated
payout of the Performance Units. The prorated payout shall be determined by the
Committee, in its sole discretion, based upon the guidelines in Sections 6.8 and
6.9, or such other standards as may be prescribed by the Committee in the
Performance Unit Award Agreement or Notification Form, and further adjusted
based on the achievement of the preestablished performance goals.

         Payment of earned Performance Units shall be made at the time payments
are made to Participants who did not terminate employment during the time period
during which the goals must be met.

         8.6 Termination of Employment for Other Reasons. In the event of
termination for any reason other than reasons in Section 8.5, unless the
Committee determines otherwise, all Performance Units shall be forfeited.

         8.7 A Participant who has been granted Performance Units under the Plan
may assign or otherwise transfer all or a portion of the rights under the
Performance Units 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.

                       ARTICLE 9. PERFORMANCE-BASED AWARDS

         9.1 Purpose. The purpose of Article 9 is to provide the ability to
qualify the Restricted Stock Awards under Article 7 and the Performance Unit
Awards under Article 8 as



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<PAGE>   13
"performance-based compensation" under Section 162(m) of the Code. If the
Committee, in its discretion, decides to grant a Performance-Based Award to a
Covered Employee, the provisions of Article 9 shall control over any contrary
provision in Articles 7 or 8.

         9.2 Applicability. Article 9 shall apply only to those Covered
Employees receiving Performance-Based Awards. The Committee may, in its
discretion, grant Restricted Stock Awards or Performance Unit Awards to Covered
Employees that do not satisfy the requirements of Article 9.

         9.3 Discretion of Committee with Respect to Performance Awards. The
Committee shall have full discretion to select the Participant, the length of
any Performance Period, the type of Performance-Based Awards to be issued, the
kind and/or level of the Performance Goal, and whether the Performance Goal is
to apply to Company, a Subsidiary or any division or business unit.

         9.4 Payment of Performance Awards. Unless otherwise provided in the
Award Agreement or Notification Form, a Participant must be employed by Company
or a Subsidiary on the last day of the Performance Period to be eligible for a
Performance Award for such Performance Period. A Participant shall be eligible
to receive payment only if the Performance Goals are achieved.

         The Committee may reduce or eliminate the amount of the
Performance-Based Award for the Performance Period if, in its absolute
discretion, a reduction or elimination is appropriate.

         9.5 Maximum Award Payable. Notwithstanding any provision contained in
the Plan to the contrary, the maximum Performance-Based Award payable to any
Participant for a Performance Period is 40,000 Shares, or if the
Performance-Based Award is paid in cash, such maximum Performance-Based Award
shall be determined by multiplying 40,000 by the Fair Market Value of one Share
as of the date of the Performance-Based Award.

                       ARTICLE 10. BENEFICIARY DESIGNATION

         Each Participant may name any beneficiaries (contingently or
successively) to whom any benefit is to be paid in case of death before
Participant receives all of the benefit. Each such designation shall revoke all
prior designations, shall be in a form prescribed by Company, and will be
effective only when filed by the Participant in writing with the Human Resources
Department of Company during Participant's lifetime. In the absence of any such
designation, benefits shall be paid to the Participant's estate.

                              ARTICLE 11. DEFERRALS

         The Committee may permit a Participant to defer receipt of the payment
of cash or the delivery of Shares that would otherwise be due to Participant by
virtue of the exercise of an Option, the lapse or waiver of restrictions with
respect to Restricted Stock, or the satisfaction of any goals with respect to
Performance Units. If any deferral election is permitted, the Committee shall,
in its sole discretion, establish rules and procedures for such payment
deferrals.




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<PAGE>   14
                          ARTICLE 12. CHANGE IN CONTROL

         Upon a Change in Control, unless otherwise specifically prohibited by
the terms of Article 16:

                  (a) All Options shall become immediately exercisable and shall
         remain exercisable at any time prior to their expiration date or for 1
         year after the Change in Control, whichever period is shorter; provided
         that, if the Participant is terminated following a Change in Control,
         the provisions of the Plan regarding exercisability of vested options
         set forth in Sections 6.8 and 6.9 shall apply.

                  (b) Any restriction periods and restrictions imposed on
         Restricted Shares shall lapse, and within 10 business days after a
         Change in Control, the stock certificates representing Shares of
         Restricted Stock, without any restrictions or legend thereon, shall be
         delivered to the applicable Participants;

                  (c) The value, time and manner of payment of all Performance
         Units shall be governed by the Performance Unit Award Agreement or
         Notification Form; and

                  (d) Subject to Article 13, the Committee shall have the
         authority to make any modifications to the Awards as determined to be
         appropriate before the effective date of the Change in Control.

              ARTICLE 13. AMENDMENT, MODIFICATION, AND TERMINATION

         13.1 Amendment, Modification, and Termination. With the approval of the
Board, the Committee may terminate, amend, or modify the Plan. However, to the
extent necessary and desirable to comply with any applicable law, regulation, or
stock exchange rule, the Board shall obtain shareholder approval of any Plan
amendment as may be required.

         13.2 Awards Previously Granted. No termination, amendment, or
modification of the Plan shall adversely affect any Award previously granted,
without the written consent of the Participant holding the Award.

                             ARTICLE 14. WITHHOLDING

         The Company shall have the power and the right to deduct or withhold,
or require a Participant to remit to Company, an amount sufficient to satisfy
Federal, state, and local taxes (including FICA obligation) required to be
withheld with respect to any grant, exercise, or payment made as a result of the
Plan.

                             ARTICLE 15. SUCCESSORS

         All obligations of Company with respect to Awards shall be binding on
any successor to 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 the business and/or assets of Company.



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<PAGE>   15
                         ARTICLE 16. REQUIREMENTS OF LAW

         16.1 Requirements of Law. The granting of Awards and the issuance of
Shares 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.

         16.2 Governing Law. The Plan, and all agreement or instruments
hereunder, shall be governed by Delaware law.






















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