<PAGE>   1
                                                                    EXHIBIT 4.11













                             RETIREMENT SAVINGS PLAN

                    FOR THE EMPLOYEES OF DEL WEBB CORPORATION




                              (Amended and Restated

                           Effective January 1, 1999)



<PAGE>   2


                             RETIREMENT SAVINGS PLAN
                    FOR THE EMPLOYEES OF DEL WEBB CORPORATION


                              Amended and Restated
                            Effective January 1, 1999


                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                                                Page
                                                                                                                ----
<S>                                                                                                             <C>
    ARTICLE 1     RESTATEMENT OF PLAN............................................................................1

         1.1      Restatement of the Plan........................................................................1
         1.2      Effective Date.................................................................................1
         1.3      Purpose of the Plan............................................................................1
         1.4      Applicability of the Plan......................................................................1

    ARTICLE 2     DEFINITIONS AND CONSTRUCTION...................................................................2

         2.1      Definitions....................................................................................2
         2.2      Construction..................................................................................13

    ARTICLE 3     PARTICIPATION.................................................................................13

         3.1      Participation.................................................................................13
         3.2      Reemployment..................................................................................14
         3.3      Transferees...................................................................................14

    ARTICLE 4     PRETAX SAVINGS CONTRIBUTIONS..................................................................14

         4.1      Deferral of Basic Pretax Savings Contributions................................................14
         4.2      Deferral of Unmatched Pretax Savings Contributions............................................15
         4.3      Deferral Election Procedures..................................................................16
         4.4      Designation of Basic and Unmatched Pretax Savings.............................................16
         4.5      Change of Designation of Basic and Unmatched Pretax Savings Contributions.....................17
         4.6      Discontinuance of Basic and Unmatched Pretax Savings Contributions............................17
         4.6A     Special Thirty-Day Rule Following Receipt of Safeharbor Matching
                  Notice........................................................................................18
         4.7      Limitation on Basic Pretax Savings Contributions and Unmatched Pretax
                  Savings Contributions.........................................................................18
         4.8      Restrictions on Elections by Highly Compensated Employees; Use of
                  Current Plan Year Testing; Distribution of Excess Contributions...............................19
         4.8A     Average Deferral Percentage Testing After December 31, 1999...................................21
         4.9      Transfer of Pretax Savings Contributions......................................................22
         4.10     Crediting of Pretax Savings Contributions.....................................................22
         4.11     Adjustment of Company Contributions Account...................................................22
</TABLE>


                                      -2-

<PAGE>   3
<TABLE>
<S>                                                                                                            <C>
    ARTICLE 5     COMPANY CONTRIBUTIONS.........................................................................22

         5.1      Matching Company Contributions................................................................22
         5.2      Discretionary Company Contributions...........................................................24
         5.3      Restrictions on Matching Company Contributions and Discretionary
                  Company Contributions; Use of Current Plan Year Testing; Distribution
                  of Excess Contributions.......................................................................25
         5.3A     Average Contribution Percentage Testing After December 31, 1999...............................28
         5.4      Corrective Contributions......................................................................28
         5.5      Transfer of Company Contributions.............................................................30
         5.6      Allocation of Company Contributions to Company Contributions
                  Accounts......................................................................................30
         5.7      Forfeitures...................................................................................30
         5.8      Limitation on Annual Additions................................................................30
         5.9      Other Defined Contribution Plans..............................................................31
         5.10     Defined Benefit Plans.........................................................................31
         5.11     Adjusting Annual Additions....................................................................31
         5.12     Deductibility Limitation......................................................................32
         5.13     Rollover Contributions and Prior Account Transfers............................................32

    ARTICLE 6     VESTING AND BENEFITS..........................................................................34

         6.1      Vesting.......................................................................................34
         6.2      Benefits Upon Termination of Employment.......................................................34
         6.3      Forfeiture of Contingent Interests............................................................35
         6.4      Disability....................................................................................36
         6.5      Death Benefits................................................................................36
         6.6      Designation of Beneficiary....................................................................36
         6.7      Latest Time for Payment of Benefits...........................................................36
         6.8      In-Service Distribution of Pretax Savings at Age 59-1/2.......................................37
         6.9      Hardship Withdrawals..........................................................................37
         6.10     Debiting of Investment Funds..................................................................40
         6.11     Loans to Participants.........................................................................40
         6.12     Requirement for Consent to Certain Distributions..............................................43
         6.13     Eligible Rollover Distributions...............................................................43
         6.14     Underpayment or Overpayment of Benefits.......................................................45

    ARTICLE 7     INVESTMENT ELECTIONS..........................................................................45

         7.1      Participant Directed Individual Account Plan..................................................45
         7.2      Employee Selected Investment Funds............................................................45
         7.3      Exercise of Control...........................................................................46
         7.4      Limitation of Liability and Responsibility....................................................48
         7.5      Former Participants and Beneficiaries.........................................................48
         7.6      Transfer of Assets............................................................................49
         7.7      Voting, Tender Offers, or Similar Rights......................................................49
         7.8      Investment Restrictions Due to Securities Laws................................................49
</TABLE>


                                      -3-
<PAGE>   4
<TABLE>
<S>                                                                                                            <C>
         7.9      Confidentiality Requirements..................................................................49

    ARTICLE 8     PARTICIPANT ACCOUNTS AND RECORDS OF THE PLAN..................................................50

         8.1      Accounts and Records..........................................................................50
         8.2      Valuation of Investment Funds.................................................................51
         8.3      Valuation Adjustments.........................................................................51

    ARTICLE 9     FINANCING.....................................................................................52

         9.1      Financing.....................................................................................52
         9.2      Company Contributions.........................................................................52
         9.3      Non-Reversion.................................................................................53

    ARTICLE 10    ADMINISTRATION................................................................................53

         10.1     The Committee.................................................................................53
         10.2     Compensation and Expenses.....................................................................53
         10.3     Manner of Action..............................................................................54
         10.4     Chairman, Secretary and Employment of Specialists.............................................54
         10.5     Subcommittees.................................................................................54
         10.6     Other Agents..................................................................................54
         10.7     Records.......................................................................................54
         10.8     Rules.........................................................................................54
         10.9     Committee's Powers and Duties.................................................................55
         10.10    Committee's Decisions Conclusive..............................................................56
         10.11    Indemnity.....................................................................................56
         10.12    Fiduciaries...................................................................................56
         10.13    Notice of Address.............................................................................57
         10.14    Data..........................................................................................57
         10.15    Appeals from Denial of Claims.................................................................57

    ARTICLE 11    AMENDMENT AND TERMINATION.....................................................................58

         11.1     Amendment and Termination.....................................................................58
         11.2     Distribution on Termination...................................................................58
         11.3     Corporate Reorganization......................................................................59
         11.4     Plan Merger or Transfer.......................................................................59

    ARTICLE 12    ADOPTION BY AFFILIATE.........................................................................60

         12.1     Affiliate Participation.......................................................................60
         12.2     Company Action Binding on Participating Affiliates............................................60
         12.3     Termination of Participation of Affiliate.....................................................60

    ARTICLE 13    TOP-HEAVY PROVISIONS..........................................................................61

         13.1     Application...................................................................................61
         13.2     Key Employees.................................................................................61
         13.3     Top-Heavy Group...............................................................................62
         13.4     Additional Rules..............................................................................62
</TABLE>

                                      -4-
<PAGE>   5
<TABLE>
<S>                                                                                                             <C>
         13.5     Code Section 415(h) Adjustment................................................................62
         13.6     Minimum Contribution Requirement..............................................................63

    ARTICLE 14    MISCELLANEOUS PROVISIONS......................................................................63

         14.1     Employment Rights.............................................................................63
         14.2     No Examination or Accounting..................................................................63
         14.3     Investment Risk...............................................................................63
         14.4     Non-Alienation................................................................................63
         14.5     Incompetency..................................................................................64
         14.6     Severability..................................................................................64
         14.7     Missing Persons and Other Bars to Payment.....................................................65
         14.8     Counterparts..................................................................................65
         14.9     Service of Legal Process......................................................................65
         14.10    Applicable Law................................................................................65
         14.11    Compliance with Section 414(u) of the Code....................................................66

Exhibit A         List of Adopting Employers....................................................................67
</TABLE>



                                      -5-

<PAGE>   6



                             RETIREMENT SAVINGS PLAN
                    FOR THE EMPLOYEES OF DEL WEBB CORPORATION

                              (Amended and Restated
                        Effective as of January 1, 1999)


                         Article 1 Restatement of Plan


         1.1 Restatement of the Plan. Effective January 1, 1976, DEL E. WEBB
CORPORATION established the "Retirement Savings Plan for the Employees of Del E.
Webb Corporation," now known as the "Retirement Savings Plan for the Employees
of Del Webb Corporation" (the "Plan"), covering its Employees and the Employees
of participating affiliates. DEL E. WEBB CORPORATION later changed its name to
DEL WEBB CORPORATION and reincorporated in Delaware by merging into a Delaware
corporation that bears the same name, assumed its role as the sponsor of the
Plan, and is referred to in this document as the "Company." After being amended
from time to time, the Plan was amended and restated in its entirety effective
January 1, 1987. The Plan was subsequently amended on six separate occasions,
and amended and restated in its entirety again effective January 1, 1995. The
Plan was subsequently amended on three occasions. By execution and adoption of
this document, the Plan is hereby amended and restated in its entirety to comply
with the Small Business Job Protection Act of 1996 ("SBJPA"), the Uniformed
Services Employment and Reemployment Rights Act of 1994 ("USERRA"), the Taxpayer
Relief Act of 1997 ("TRA `97"), and the Internal Revenue Service Restructuring
and Reform Act of 1998 ("RRA"), and to make certain other modifications the
Company deems appropriate.

         1.2 Effective Date. Except as specifically provided with respect to a
particular provision of the Plan or as required by SBJPA, USERRA, TRA `97, or
RRA, the provisions of this amended and restated Plan shall be effective as of
January 1, 1999 (the "Effective Date").

         1.3 Purpose of the Plan. This Plan is intended to encourage and assist
Eligible Employees in adopting a regular program of savings to provide
additional security for their retirement. For tax purposes, this Plan is
intended to qualify as a profit sharing plan with a qualified cash or deferred
arrangement and nondiscriminatory matching contributions. In accordance with
Code section 401(a)(27), the determination that the Plan is a profit sharing
plan shall be made without regard to whether the Company actually has current or
accumulated profits.

         1.4 Applicability of the Plan. Except as otherwise stated herein, the
provisions of this Plan shall apply only to a Participant whose termination of
employment occurs on or after the Effective Date as defined in section 1.2. The
amount, right to and form of any benefits under this Plan, if any, of each
person who is an Employee after the Effective Date, or the persons who are
claiming through such an Employee, shall be determined under this Plan. The
amount, right to and form of benefits, if any, of each person who separated from
employment with the




                                      -1-
<PAGE>   7

Employer prior to the Effective Date, or of persons who are claiming benefits
through such a former Employee, shall be determined in accordance with the
provisions of the Plan in effect on the date of termination of his/her
employment, except as may be otherwise expressly provided under this Plan,
unless he/she shall again become an Employee after the Effective Date.

                     Article 2 Definitions and Construction

         2.1 Definitions. Whenever used in the Plan, the following terms shall
have the respective meanings set forth below unless otherwise required by the
context in which they are used:

                  (a)      "Account, Accounts" means the Account or Accounts
                           maintained for each Participant which represent the
                           Participant's total proportionate interest in the
                           Trust Fund as of any date and which consist of the
                           sum of the following:

                           (1)      "Company Contributions Account" means a
                                    Participant's Account to which Company
                                    Contributions made on behalf of the
                                    Participant for periods beginning on and
                                    after July 1, 1983 have been credited, as
                                    adjusted from time to time as provided in
                                    Article 8.

                           (2)      "Frozen Account" for purposes of this Plan
                                    means the Participant's account to which
                                    amounts have been transferred directly from
                                    the predecessor profit sharing plan known as
                                    the "Restated Profit Sharing Plan and Trust
                                    Agreement" that Del Webb Corporation
                                    originally established in 1949 and later
                                    maintained as a "frozen" plan following the
                                    discontinuance of all contributions to such
                                    plan in 1976, as such Frozen Account may be
                                    adjusted from time to time as provided in
                                    Article 8.

                           (3)      "Loan Account" means the account
                                    representing the outstanding balance of any
                                    loan to a Participant as provided in section
                                    6.11.

                           (4)      "Pretax Savings Account" means a
                                    Participant's Account to which Basic and
                                    Unmatched Pretax Savings Contributions have
                                    been credited under the Plan, as adjusted
                                    from time to time as provided in Article 8.

                           (5)      "Prior Account" means a Participant's
                                    Account to which all Company Contributions
                                    made on behalf of the Participant under the
                                    prior version of this Plan for periods prior
                                    to July 1, 1983, have been credited, and to
                                    which any amounts transferred to this Plan
                                    on behalf of the Participant pursuant to a
                                    rollover described in section 5.13 have also
                                    been credited, as such Prior Account may be
                                    adjusted from time to time as provided in
                                    Article 8. The Committee may require that
                                    separate subaccounts be maintained to





                                      -2-
<PAGE>   8

                                    differentiate amounts attributable to
                                    transfers from the Prior Plan and other
                                    amounts credited to the Prior Account, or it
                                    may instead use the Rollover Account in lieu
                                    of the Prior Account to account for amounts
                                    attributable to transfers from the Prior
                                    Plan and/or rollover contributions made
                                    pursuant to section 5.13.

                           (6)      "Rollover Account" means a Participant's
                                    Account to which rollover contributions made
                                    pursuant to section 5.13 have been credited,
                                    as adjusted from time to time as provided in
                                    Article 8.

                  (b)      "Active Participant" means a Participant who (i) at
                           any time during the Plan Year is eligible to elect to
                           make a Basic Pretax Savings Contribution pursuant to
                           section 4.1, and (ii) either (a) continues to be an
                           Employee on the earlier of (1) the date that a
                           discretionary Company Contribution is made for a
                           particular Plan Year or (2) the last working day of
                           the Plan Year, or (b) dies, incurs a disability, or
                           retires at or after age 65 during the applicable
                           period in subparagraph (a) above while still an
                           Employee.

                  (c)      "Affiliate" means a corporation or other employer
                           which is controlled by or under common control with
                           the Company, within the meaning of sections 414 and
                           1563 of the Code. The determination of control shall
                           be made without reference to paragraphs (a)(4) and
                           (e)(3)(c) of section 1563, and solely for the purpose
                           of applying the limitations of sections 5.8 through
                           5.10 of this Plan, the phrase "more than 50 percent"
                           shall be substituted for the phrase "at least 80
                           percent" each place it appears in section 1563(a)(1).
                           In addition, "Affiliate" shall also mean, with
                           respect to any Employer which has adopted this Plan,
                           an organization which is treated as a member of an
                           affiliated service group (as defined in Code section
                           414(m)) to which such Employer belongs.

                  (d)      "Alternate Payee" means a spouse, former spouse,
                           child or other dependent of a Participant who is
                           recognized by a Qualified Domestic Relations Order as
                           having a right to receive all, or a portion of, the
                           benefits payable under the Plan with respect to a
                           Participant.

                  (e)      "Annual Addition" means with respect to any
                           Participant, the sum of the following amounts
                           allocable for a Plan Year (which is also the
                           limitation year) to a Participant under this Plan or
                           under any defined contribution plan or defined
                           benefit plan maintained by the Employer or an
                           Affiliate: (i) the Employer contributions allocable
                           for a Plan Year to the accounts of the Participant,
                           including any amounts allocable from a suspense
                           account maintained pursuant to such plan on account
                           of a prior Plan Year; amounts deemed to be Employer
                           contributions pursuant to a cash or deferred
                           arrangement qualified under section 401(k) of the
                           Code (including the Basic Pretax Savings
                           Contributions and Unmatched Pretax Savings



                                      -3-

<PAGE>   9
                           Contributions allocable to a Participant pursuant to
                           this Plan); and amounts allocable to a medical
                           account which must be treated as annual additions
                           pursuant to section 415(l)(1) or section 419A(d)(2)
                           of the Code; (ii) all nondeductible Employee
                           contributions allocable during a Plan Year to the
                           accounts of Participant; and (iii) forfeitures
                           allocated to the account of the Participant as of any
                           date within the Plan Year. Any rollover contributions
                           or transfers from other qualified plans,
                           restorations, repayments of loans made to a
                           Participant from the Plan, or other items similarly
                           enumerated in Treasury Regulation section
                           1.415-6(b)(3) shall not be considered in calculating
                           a Participant's Annual Additions for any Plan Year.
                           For purposes of calculating the "defined contribution
                           plan fraction" for any Plan Year pursuant to section
                           415 of the Code, nondeductible Employee contributions
                           allocated to a Participant during any Plan Year
                           commencing on or before December 31, 1986, will be
                           considered to be part of the Annual Addition for that
                           Plan Year only to the extent of the lesser of (i) the
                           amount of nondeductible contributions in excess of 6%
                           of the Participant's Compensation for that year or
                           (ii) one-half of the nondeductible contributions
                           allocable during the year to the Participant's
                           accounts. Notwithstanding anything in this section
                           2.1(e) or elsewhere in the Plan to the contrary,
                           effective December 12, 1994, contributions made
                           pursuant to USERRA will not be considered Annual
                           Additions with respect to the year in which the
                           contribution is made, but rather will be considered
                           Annual Additions with respect to the year to which
                           the contribution relates.

                  (f)      "Basic Pretax Savings Contributions" means the
                           amount, determined as a percentage of Compensation, a
                           Participant requests the Employer to contribute on
                           the Participant's behalf to the Plan on a pretax
                           basis in accordance with section 4.1, which amount is
                           subject to matching by the Employer as provided in
                           Article 5.

                  (g)      "Beneficiary" means the person or persons (who may be
                           named contingently or successively) designated by a
                           Participant to receive the Participant's Account in
                           the event of the Participant's death. Each
                           designation shall be in the form prescribed by the
                           Committee, and will be effective only when filed in
                           writing with the Committee and shall revoke all prior
                           designations by the same Participant. The Committee
                           shall require that a married Participant who
                           designates a Beneficiary other than the Participant's
                           spouse obtain the spouse's consent to the
                           designation. In the case of a Participant with at
                           least one Hour of Service on or after August 23,
                           1984, such spousal consent shall be in writing,
                           acknowledge the effect of the Participant's election,
                           be properly witnessed by a Plan official or a notary
                           public under procedures approved by the Committee and
                           be provided to the Committee. If no Beneficiary is
                           designated at the time of the Participant's death, or
                           if no person so designated shall survive




                                      -4-
<PAGE>   10

                           the Participant, the Beneficiary shall be the
                           Participant's surviving spouse, or if the deceased
                           Participant has no surviving spouse, the
                           Participant's estate, provided that this order of
                           preference shall not supersede the former rules of
                           the Plan with respect to any death occurring prior to
                           the adoption of this Plan restatement.

                  (h)      "Board of Directors" or "Board" means the Board of
                           Directors of the Company. The Board of Directors of
                           the Company, pursuant to specific resolutions or a
                           general grant of authority, may delegate any duty,
                           power or responsibility assigned to it under the
                           terms of this Plan or the Trust Agreement to the
                           Human Resources Committee or any other committee.

                  (i)      "Code" means the Internal Revenue Code of 1986, as
                           from time to time amended. Where reference is made to
                           an incorrect or outdated Code section, the reference
                           shall be reformed to indicate a proper Code section
                           that is consistent with the context and the intended
                           meaning, and any description in the Plan of the rules
                           of such Code section shall also be reformed
                           accordingly.

                  (j)      "Committee" means the Benefits Advisory Committee of
                           the Company unless it is apparent that the term is
                           referring to a different body from the context in
                           which it is used.

                  (k)      "Company" means Del Webb Corporation, a Delaware
                           corporation.

                  (l)      "Company Contributions" means the contributions the
                           Employer makes on behalf of a Participant on a
                           matched basis or on such other basis as is provided
                           in sections 5.1, 5.2, and 5.4.

                  (m)      "Company Securities" or "Sponsor Securities" means
                           "qualifying employer securities", within the meaning
                           of section 407(d)(5) of ERISA, of the Company or an
                           Affiliate.

                  (n)      "Compensation" means a Participant's pay determined
                           as follows:

                           (1)      For all purposes of the Plan, except as
                                    otherwise specified, Compensation means a
                                    Participant's total cash compensation,
                                    excluding, however, bonuses, overtime,
                                    compensation of any type earned or accrued
                                    prior to the date he/she becomes a
                                    Participant, any "subsistence allowance"
                                    payments provided by the Employer, any
                                    reimbursements for moving expenses and any
                                    other expense reimbursements. Compensation,
                                    as so defined, shall be determined prior to
                                    any election to defer Basic Pretax Savings
                                    Contributions and Unmatched Pretax Savings
                                    Contributions as described in sections 4.1
                                    and 4.2 of this Plan.




                                      -5-
<PAGE>   11

                           (2)      For purposes of applying the limits of
                                    section 415 of the Code as described in
                                    sections 5.8 and 5.11, and application of
                                    the top-heavy provisions of Article 13,
                                    Compensation means, generally, an Employee's
                                    taxable W-2 earnings, and includes such
                                    modifications as may be required to conform
                                    to the definition of "participant's
                                    compensation" in Code section 415(c)(3) and
                                    the regulations thereunder. Effective for
                                    Plan Years beginning on or after January 1,
                                    1998, "Compensation" for the foregoing
                                    purposes shall also include amounts (such as
                                    Basic Pretax Savings Contributions and
                                    Unmatched Pretax Savings Contributions to
                                    this Plan) which are not currently
                                    includible in the Participant's gross
                                    taxable income by reason of the application
                                    of sections 125, 402(a)(8) or 402(h)(1)(B)
                                    of the Code, if such amounts are
                                    attributable to the performance of services
                                    for the Employer.

                           (3)      For purposes of satisfying the limits on
                                    contributions described in sections 4.7, 4.8
                                    and 5.3 and for purposes of determining
                                    whether an individual is a Highly
                                    Compensated Employee, Compensation means a
                                    "participant's compensation," as defined in
                                    section 415(c)(3) of the Code and the
                                    applicable Treasury regulations thereunder
                                    and as adjusted in the following manner.
                                    Effective for Plan Years beginning on or
                                    after January 1, 1998, the Company may elect
                                    to exclude from Compensation for purposes of
                                    this subparagraph all Basic Pretax Savings
                                    Contributions, Unmatched Pretax Savings
                                    Contributions, and other Code section 401(k)
                                    elective deferrals and all Code section 125
                                    salary reduction amounts, if any, under a
                                    plan maintained by the Company or an
                                    Affiliate provided that such treatment and
                                    the determination of Compensation in general
                                    shall be applied on a consistent basis in
                                    accordance with Code section 414(s) and the
                                    regulations thereunder. In lieu of using the
                                    foregoing definition of Compensation for
                                    purposes of satisfying the limits on
                                    contributions described in sections 4.7, 4.8
                                    and 5.3, any definition of Compensation that
                                    satisfies section 414(s) of the Code, and
                                    the regulations issued thereunder, may be
                                    used.

                  Other than for purposes of determining the amount of Basic
                  Pretax Savings Contributions and Unmatched Pretax Savings
                  Contributions that a Participant may contribute to the Plan
                  under sections 4.1 and 4.2, the annual Compensation taken into
                  account under the Plan for any Plan Year beginning on or after
                  January 1, 1989, shall not exceed the maximum dollar amount
                  ($200,000 for the year beginning in 1989 and any other amount
                  that applies for a later year, including the limit of $150,000
                  that applies for the year beginning in 1994) that is permitted
                  as of the beginning of the year under Code section 401(a)(17)
                  (determined after giving effect to any statutory changes
                  affecting Code section 401(a)(17) and any



                                      -6-

<PAGE>   12

                  indexing or other adjustments pursuant to Code section
                  401(a)(17) that are applicable for the year of the
                  determination). In the case of a short Plan Year or other
                  period of less than 12 months requiring a reduction of the
                  Code section 401(a)(17) annual limit, the otherwise applicable
                  limit shall be prorated by multiplying it by a fraction, the
                  numerator of which is the number of months in the short period
                  and the denominator of which is 12.

                  (o)      "Eligible Employee" means any Employee employed by an
                           Employer, but excluding (i) any Leased Employee, (ii)
                           any Temporary Employee, (iii) effective July 1, 1995,
                           any On Call Employee, and (iv) any Employee covered
                           by a collective bargaining agreement where retirement
                           benefits were the subject of good faith bargaining
                           between representatives of the Employer and the
                           union, unless such agreement expressly provides for
                           participation in the Plan. Notwithstanding the
                           foregoing, any Employee who was classified by the
                           Company as an On Call Employee as of July 1, 1995 and
                           who was a Participant on such date shall be
                           considered an Eligible Employee for purposes of this
                           Plan, unless and until such Employee subsequently
                           becomes excludable under clauses (i), (ii) or (iv)
                           above.

                  (p)      "Employee" shall mean any employee of the Company or
                           an Affiliate who is classified by the Company as a
                           common law employee and not an independent
                           contractor. An individual will be considered a common
                           law employee only if such individual has been so
                           classified by the Company for purposes of this Plan.
                           The classification of an individual as a common law
                           employee for other purposes (for example, withholding
                           of income taxes) shall not be controlling. Similarly,
                           the classification of a person as a common law
                           employee by any court or governmental agency shall
                           not be controlling. Instead, if any individual is
                           classified as a common law employee by a court or
                           governmental agency, but not the Company, such
                           individual shall be treated as an employee who has
                           been excluded from the definition of "Eligible
                           Employee" pursuant to section 2.1 (o) of this Plan.

                  (q)      "Employer" means the Company and any Affiliate which
                           adopts this Plan in accordance with section 12.1 of
                           the Plan. Attached hereto as Exhibit A is a list of
                           each Affiliate that has adopted the Plan as of the
                           date this Plan is signed, and the date as of which
                           each Affiliate adopted the Plan. Additional
                           Affiliates may adopt this Plan in accordance with the
                           provisions of section 12.1 of the Plan. The Committee
                           may update Exhibit A from time to time to reflect
                           those Affiliates that adopt the Plan after the date
                           the Plan is signed; provided, however, that any
                           failure to update Exhibit A shall not be construed as
                           a failure by an Affiliate to adopt the Plan if the
                           Affiliate has adopted the Plan in accordance with
                           section 12.1.

                  (r)      "Entry Date" means the first day of each month.



                                      -7-
<PAGE>   13

                  (s)      "ERISA" means the Employee Retirement Income Security
                           Act of 1974, as from time to time amended.

                  (t)      "Framers Plan" means The Del Webb's Contracting
                           Services, Inc. Retirement Savings Plan.

                  (u)      "Highly Compensated Employee" means, effective
                           January 1, 1997, an Employee described in Code
                           section 414(q) and generally includes any Employee
                           who performs services for the Employer during the
                           current Plan Year (the "determination year") and who:

                           (1)      during the determination year, or during the
                                    preceding Plan Year, was at any time a
                                    5-percent owner (as defined in section 13.2
                                    of the Plan); or

                           (2)      for the preceding Plan Year received
                                    Compensation from the Company or its
                                    Affiliates in excess of $80,000, and is
                                    ranked within the highest-paid 20 percent of
                                    Employees of the Employer and Affiliates,
                                    ranked in terms of Compensation (the "top
                                    paid group"). The dollar limitation set
                                    forth herein shall be adjusted to take into
                                    account any cost-of-living increase
                                    adjustment allowable pursuant to section
                                    414(q)(1) of the Code. For Plan Years
                                    beginning after December 31, 1996, that
                                    amount shall be adjusted at the same time
                                    and in a similar manner pursuant to the
                                    applicable rulings or regulations of the
                                    United States Treasury Department under Code
                                    section 415(d), except that the base period
                                    shall be the calendar quarter ending
                                    September 30, 1996.

                  In determining which Employees shall be included in the top
                  paid group under subparagraph (2), the following Employees
                  shall be disregarded: Employees who have not attained age 21;
                  Employees who normally work less than 17 1/2 hours per week or
                  6 months per year; Employees who are nonresident aliens
                  receiving no U.S.-source income from the Company or an
                  Affiliate; and, except as prohibited by Treasury regulations,
                  Employees who are covered by a collective bargaining
                  agreement. A former Employee shall be treated as a Highly
                  Compensated Employee if he/she was a Highly Compensated
                  Employee when he/she incurred a termination of employment or
                  at any time after attaining age 55.

                  (v)      "Hour of Service" means the hours credited to an
                           Employee under the following rules. Each Employee
                           shall receive credit for "Hours of Service" with the
                           Company or an Affiliate as follows:

                           (1)      One hour for each hour for which the
                                    Employee is directly or indirectly paid, or
                                    entitled to payment, by the Company or an
                                    Affiliate for the performance of duties
                                    during the applicable




                                      -8-
<PAGE>   14

                                    computation period for which the Employee's
                                    Hours of Service are being determined under
                                    the Plan. (These hours shall be credited to
                                    the Employee for the computation period or
                                    periods in which the duties were performed,
                                    and shall include hours for which back pay
                                    has been either awarded or agreed to by the
                                    Company or an Affiliate as provided by
                                    regulations under ERISA, with no duplication
                                    of credit for hours.)

                           (2)      One hour for each hour, in addition to the
                                    hours in paragraph (l) above, for which the
                                    Employee is directly or indirectly paid, or
                                    entitled to payment, by the Company or an
                                    Affiliate for reasons other than for the
                                    performance of duties during the applicable
                                    computation periods, such as paid vacation,
                                    holidays, sickness, disability and similar
                                    paid periods of non-working time. (These
                                    hours shall be counted in the computation
                                    period or periods in which the hours occur
                                    for which payment is made.)

                           (3)      One hour for each hour of the normally
                                    scheduled work hours during any period the
                                    Employee is on any leave of absence from
                                    work with the Company or an Affiliate for
                                    military service with the Armed Forces of
                                    the United States, but not to exceed the
                                    period required under the law pertaining to
                                    veterans' reemployment rights; provided,
                                    however, if the Employee fails to report for
                                    work at the end of such leave during the
                                    period in which the Employee has
                                    reemployment rights, the Employee shall not
                                    receive credit for hours on such leave.

                           (4)      One hour for each of the normally scheduled
                                    work hours during any period of authorized
                                    leave of absence or layoff status granted by
                                    the Company or an Affiliate for which the
                                    Employee is not compensated, as determined
                                    under the Company's policy which is
                                    uniformly applicable to all Employees in
                                    similar circumstances.

                  When no time records are available, the Employee shall be
                  given credit for ten Hours of Service for each day the
                  Employee is on the Company's or Affiliate's payroll. There
                  shall be no duplication of credit for hours under (1), (2),
                  (3) or (4), above, and all such hours shall be determined in
                  accordance with reasonable standards and policies from time to
                  time adopted by the Committee under Regulation sections 29
                  C.F.R. 2530.200b-2(b) and (c) which are incorporated into this
                  Plan by this reference.

                  (w)      "Investment Fund" or "Fund" means the investment
                           funds, if any, established pursuant to section
                           7.2(a).



                                      -9-
<PAGE>   15

                  (x)      "Investment Manager" means an investment manager
                           within the meaning of section 3(38) of ERISA who has
                           been selected by the Committee and has acknowledged a
                           delegation by the Committee of discretionary
                           investment powers with respect to all or a portion of
                           the Trust Fund.

                  (y)      "Leased Employee" means, effective January 1, 1997, a
                           person who is not a common law employee of the
                           Company or an Affiliate, but who performs services
                           for the Company or an Affiliate pursuant to an
                           agreement between the Company or an Affiliate and a
                           leasing organization (as defined in Code section
                           414(n)(2)(A)), if such person has performed the
                           services on a substantially full-time basis for a
                           period of at least one year, and such services are
                           performed under the primary direction or control of
                           the Company or an Affiliate.

                  (z)      "Maternity/Paternity Leave" means an absence from
                           work by an Employee for any period by reason of (i)
                           the pregnancy of the Employee, (ii) the birth of a
                           child of the Employee, (iii) the placement of a child
                           with the Employee in connection with the adoption of
                           such child by such Employee, or (iv) the caring for
                           such child by such Employee, beginning immediately
                           following such birth or placement.

                  (aa)     "On Call Employee" means an Employee who is a member
                           of an administrative or clerical pool, van pool or
                           cleaning pool, who does not have a regular work
                           schedule and who works on an as needed basis. For the
                           purposes of this Plan only, an "ask me employee"
                           shall also be considered to be an "On Call Employee".
                           An "ask me employee" is a resident of a Del Webb
                           community who is intermittently available to answer
                           questions of prospective residents. For example, "ask
                           me employees" occasionally man lemonade stands at
                           model home sites and field questions of prospective
                           residents.

                  (bb)     "Participant" means an Employee who has satisfied the
                           eligibility requirements of Article 3. In addition,
                           the term "Participant" shall refer to an Employee who
                           previously was an Active Participant who has been
                           transferred to an employment classification that is
                           not eligible for participation in the Plan, a former
                           Active Participant whose employment has terminated
                           but who has not yet received a distribution of all of
                           his/her Accounts, and with respect to the Rollover
                           Account of an Employee who would not otherwise be a
                           Participant, an Employee having a Rollover Account.
                           Individuals other than Active Participants may
                           sometimes be referred to as Inactive Participants or
                           former Participants.

                  (cc)     "Plan" means the Retirement Savings Plan for the
                           Employees of Del Webb Corporation.





                                      -10-
<PAGE>   16

                  (dd)     "Plan Administrator" means the Company for purposes
                           of ERISA, but it delegates its duties as such to the
                           Committee appointed in accordance with Article 10.

                  (ee)     "Plan Year" means the calendar year.

                  (ff)     "Qualified Domestic Relations Order" means a
                           judgment, decree or order (including approval of a
                           property settlement agreement) pursuant to a state
                           domestic relations law (including a community
                           property law) that provides benefits to an Alternate
                           Payee in accordance with Code section 414(p) and
                           subsection 10.9(o) and section 14.4 of this Plan and
                           the procedures established thereunder.

                  (gg)     "Qualified Nonelective Contributions" means any
                           nonforfeitable contributions described in Code
                           section 401(m)(4)(C), which contributions are subject
                           to withdrawal restrictions similar to those
                           applicable to Basic Pretax Savings Contributions and
                           other Code section 401(k) elective deferrals, but are
                           not subject to an election by the Participant to
                           receive cash in lieu of a contribution to a qualified
                           plan on his/her behalf.

                  (hh)     "Temporary Employee" means any Employee who, at the
                           time he/she commences employment, 1) has a known end
                           date, or (2) is hired to perform a specific
                           short-term task. Examples of Temporary Employees
                           include summer interns and golf course seeders. Any
                           determination as to whether an Employee is a
                           Temporary Employee shall be made in a uniform and
                           nondiscriminatory manner by the Company or the
                           Affiliate that employs the Employee. Any
                           determination so made shall be final and binding on
                           all parties.

                  (ii)     "Trust or Trust Agreement" means the Trust or Trust
                           Agreement of the Retirement Savings Plan for the
                           Employees of Del Webb Corporation.

                  (jj)     "Trust Fund" means the assets held by the Trustee
                           pursuant to this Plan and the Trust.

                  (kk)     "Trustee" means one or more corporations or
                           individuals selected by the Company and acting as
                           trustee under the Trust Agreement governing the Trust
                           Fund at any time of reference.

                  (ll)     "Unmatched Pretax Savings Contributions" means the
                           amount, determined as a percentage of Compensation,
                           that a Participant requests the Employer to
                           contribute on his/her behalf to the Plan on a pretax
                           basis in accordance with section 4.2, which amount is
                           not matched by Company Contributions.





                                      -11-
<PAGE>   17

                  (mm)     "Valuation Date" means the date for valuing the
                           assets of the Trust Fund, which shall be the last
                           business day of the Plan Year and any such other
                           dates as the Committee may designate.

                  (nn)     "Year of Eligibility Service" means the computation
                           period of 12 consecutive months in which an Employee
                           completes 1,000 Hours of Service. The first such
                           computation period shall commence with the date on
                           which the Employee first receives credit for an Hour
                           of Service.

                  Each subsequent computation period shall be a Plan Year,
                  beginning with the Plan Year that commences within the first
                  computation period.

                  In the case of an Employee who has not yet fulfilled the
                  eligibility requirements set forth in section 3.1 and who
                  incurs a "break in service", and then is reemployed by the
                  Company or an Affiliate, a "Year of Eligibility Service" shall
                  be determined by reference to the date upon which such
                  Employee's reemployment begins. In the case of an Employee who
                  terminates employment and who is then reemployed by the
                  Company or an Affiliate without incurring a "break in
                  service", a "Year of Eligibility Service" shall be determined
                  by reference to the date on which such Employee's original
                  employment began. If an Employee does not complete 1,000 or
                  more Hours of Service during the first 12 month period during
                  which he/she could complete a Year of Eligibility Service,
                  then "Year of Eligibility Service" shall mean a Plan Year
                  during which such Employee completes 1,000 or more Hours of
                  Service. For purposes of this section 2.1(nn), the term "break
                  in service" shall mean a twelve-month computation period as
                  set forth in this section during which an Employee performs
                  500 or fewer Hours of Service. Solely for purposes of
                  determining whether a break in service has occurred in a
                  computation period, an individual who is absent from work by
                  reason of a Maternity/Paternity Leave shall receive credit for
                  the Hours of Service which would otherwise have been credited
                  to such Employee but for such absence. The Hours of Service
                  credited herein shall be credited to the computation period in
                  which the absence begins if the crediting is necessary to
                  prevent a break in service in that period, or in all other
                  cases, in the following computation period.

         2.2 Construction.


         The masculine gender, where appearing in the Plan, shall include the
feminine gender (and vice versa), and the singular shall include the plural,
unless the context clearly indicates to the contrary. Headings and subheadings
are for the purpose of reference only and are not to be considered in the
construction of this Plan, and if there is any conflict between such headings
and the text of the Plan, the Plan shall control. If any provision of this Plan
is determined to be for any reason invalid or unenforceable, the remaining
provisions shall continue in full force and effect. It is the intention of the
Company that the Plan as adopted shall constitute a qualified plan under the
provisions of section 401(a) of the Code and that the Trust Fund maintained



                                      -12-
<PAGE>   18

pursuant to the Trust Agreement shall be exempt from taxation pursuant to
section 501(a) of the Code. This Plan shall be construed in a manner consistent
with the Company's intentions.

                            Article 3 Participation

         3.1 Participation. Every Employee who was a Participant prior to
December 31, 1994 shall remain a Participant in accordance with this Article.
Every other Employee who is in or is hired into employment as an Eligible
Employee on or after December 31, 1994 shall become a Participant in the Plan on
the first Entry Date coinciding with or next following the latest to occur of
(a), (b), or (c) below:

                (a)  The date the Employee attains age 21;

                (b)  The date the Employee completes One-Half Year of
                     Eligibility Service or, effective September 1, 1995, six
                     months of service; or

                (c)  The date the Employee becomes an Eligible Employee.

For purposes of this section, `One-Half Year of Eligibility Service' means a
computation period of six consecutive months, measured from the date an Employee
first performs an Hour of Service or from a date that is six months (or an even
multiple of six months) thereafter, in which an Employee completes 500 Hours of
Service. Notwithstanding the foregoing, a person who became an Employee on or
before July 11, 1990 shall become a Participant no later than the Entry Date on
which he/she would do so if (b) above were applied by substituting `one Year of
Eligibility Service' in place of `One-Half Year of Eligibility Service'."

As provided above, effective September 1, 1995, an Eligible Employee must
complete six months of service rather than One-Half Year of Eligibility Service
as a condition of participation in the Plan. In order to complete six months of
service, an Eligible Employee must simply remain in the Employer's employ for
six months following the day on which he/she first performs an Hour of Service
for the Employer. The Eligible Employee need not complete any specific number of
Hours of Service during the six month period. If an Eligible Employee terminates
employment before completing six months of service and later returns to
employment with the Employer, he/she will be treated as a new Employee unless
he/she is rehired within 12 months of the date he/she terminated employment, in
which case, the service before the date of termination plus the period between
the Eligible Employee's date of termination and his/her date of rehire shall be
treated as a period of service for purposes of determining whether the Eligible
Employee has completed six months of service.

         3.2 Reemployment. A Participant who has a termination of employment and
who is subsequently reemployed as an Employee shall become a Participant as of
the date he/she returns to employment as an Eligible Employee. An Employee who
has a termination of employment prior to the time he/she becomes eligible to
participate in the Plan shall become a Participant in the Plan upon rehire as an
Eligible Employee on the Entry Date coinciding with or next following the date
he/she fulfills the age and service requirements set forth in section 3.1.



                                      -13-

<PAGE>   19

Computation of such Employee's service shall be determined in accordance with
the provisions of section 2.1(nn).

         3.3 Transferees. If an Employee who is not currently an Eligible
Employee transfers to a position as an Eligible Employee, or becomes an Eligible
Employee because the Affiliate for whom he/she works adopts the Plan, he/she
shall become a Participant on the later of (i) the Entry Date coinciding with or
next following the transfer, or adoption, whichever is applicable, or (ii) the
Entry Date upon which he/she would have satisfied the requirements of section
3.1.

Any Participant who transfers to a status as an Employee who is not an Eligible
Employee shall no longer be an Active Participant as of the effective date of
the change in his/her employment classification. The Participant's Accounts will
continue to be held pursuant to the terms of this Plan and will be distributed
upon his/her subsequent termination of employment or the occurrence of some
other event permitting a distribution pursuant to the provisions of this Plan.

                     Article 4 Pretax Savings Contributions

         4.1 Deferral of Basic Pretax Savings Contributions. Each Participant,
including those who are automatically enrolled in the Plan, may elect on a
prospective basis to have the Employer contribute a portion of his/her
Compensation to the Plan on his/her behalf each Plan Year, measured in whole
percentage points of from two percent up to the applicable maximum percentage
described below, as a Basic Pretax Savings Contribution, in accordance with the
rules set forth in section 4.3 and such other rules as the Committee may
prescribe. The applicable maximum percentage shall be six percent or such other
percent as may be established by the Board of Directors for the particular Plan
Year, which percentages may vary for different groups of Participants.

         Each Eligible Employee, who, in accordance with the provisions of
sections 3.1, 3.2 or 3.3 of the Plan, becomes a Participant in the Plan on or
after the July 1, 1999 Entry Date (an "Automatic Enrollment Eligible Employee"),
shall, on the Entry Date following his/her satisfaction of the age and service
requirements set forth in Article 3 above, automatically commence making Basic
Pretax Savings Contributions to the Plan in an amount equal to two percent of
his/her Compensation without the necessity of completing any form designating,
or effective on or after September 1, 1999, using the telephonic enrollment
system to designate, the amount of his/her Basic Pretax Savings Contributions.
If an Automatic Enrollment Eligible Employee does not want to make Basic Pretax
Savings Contributions, he/she may elect to not make Basic Pretax Savings
Contributions by so electing on and signing a form supplied by the Company and
delivering the form to the Company, or effective on or after September 1, 1999,
using the telephonic enrollment system to so indicate. Subject to the
limitations in sections 4.1 and 4.2, an Automatic Enrollment Eligible Employee
may elect to make Basic Pretax Savings Contributions in an amount other than two
percent of his/her Compensation, in accordance with the rules set forth in
section 4.3 and such other rules as the Committee may prescribe. Notwithstanding
any provision of this Plan to the contrary, if an Employee is reemployed and
becomes a Participant in accordance with the provisions of section 3.2, such
Automatic Enrollment Eligible Employee will not be automatically enrolled in the
Plan until a period of 30


                                      -14-

<PAGE>   20

days, commencing on his/her date of rehire, has expired; provided, however, that
such an Automatic Enrollment Eligible Employee may affirmatively elect to
commence making Basic Pretax Savings Contributions before the 30 day period has
expired by using the telephonic enrollment system to designate the amount of
his/her Basic Pretax Savings Contributions, or, prior to September 1, 1999, so
electing on, and signing, a form supplied by the Company and delivering the form
to the Company.

         Effective December 12, 1994, in the case of a Participant who returns
to active employment from military service in accordance with USERRA, that
Participant may make up those Basic Pretax Savings Contributions which the
Participant could have made under the terms of the Plan but for his/her military
service. The Participant must make such contributions no later than the end of
the period beginning on his/her reemployment date and ending on the last day of
the period equal to the lesser of (i) his/her period of military service
multiplied by three or (ii) five years. The maximum amount of Basic Pretax
Savings Contributions that a Participant may make under this paragraph is the
amount of Basic Pretax Savings Contributions which the Participant could have
made under the terms of the Plan during his/her period of military service. For
purposes of determining a Participant's Basic Pretax Savings Contributions under
this paragraph of section 4.1, the Participant's Compensation shall be equal to
the Compensation which the Participant would have received during his/her period
of military service had his/her active employment with the Employer continued
during such period.

         4.2 Deferral of Unmatched Pretax Savings Contributions. In addition to
a Participant's Basic Pretax Savings Contributions as provided under section
4.1, in any Plan Year, a Participant who has elected the maximum percentage
available to him/her under section 4.1 may also elect on a prospective basis to
have the Employer contribute a portion of his/her Compensation to the Plan on
his/her behalf, measured in whole percentage points of from one percent up to
the applicable maximum percentage described below, as an Unmatched Pretax
Savings Contribution, in accordance with the rules set forth in section 4.3 and
such other rules as the Committee may prescribe. Effective July 1, 1999, the
applicable maximum percentage for any given Participant shall be the difference
between 20 percent and the maximum percentage that the Participant is allowed to
elect as a Basic Pretax Savings Contribution under section 4.1. Thus, for
example, the applicable maximum percentage is 14 percent if the Participant is
allowed to elect a maximum Basic Pretax Savings Contribution of six percent and
it is 15 percent if the Participant is allowed to elect a maximum Basic Pretax
Savings Contribution of five percent.

         In the case of a Participant who returns to active employment from
military service in accordance with USERRA, that Participant may make up those
Unmatched Pretax Savings Contributions which the Participant could have made
under the terms of the Plan but for his/her military service. The Participant
must make such contributions no later than the end of the period beginning on
his/her reemployment date and ending on the last day of the period equal to the
lesser of (i) his/her period of military service multiplied by three or (ii)
five years. The maximum amount of Unmatched Pretax Savings Contributions that a
Participant may make under this paragraph is the amount of Unmatched Pretax
Savings Contributions which the Participant could have made under the terms of
the Plan during his/her period of military service. For purposes of determining
a Participant's Unmatched Pretax Savings Contributions under this



                                      -15-
<PAGE>   21

paragraph of section 4.2, the Participant's Compensation shall be equal to the
Compensation which the Participant would have received during his/her period of
military service had his/her active employment with the Employer continued
during such period.

         4.3 Deferral Election Procedures. Each Participant (or Eligible
Employee expected to become a Participant within the next 90 days) shall make
the election or elections described in section 4.1 and 4.2 in accordance with
sections 4.4, 4.5 or 4.6, as applicable.

         4.4 Designation of Basic and Unmatched Pretax Savings. Each
Participant, or Eligible Employee who will become a Participant as of the next
Entry Date, may begin making Basic and Unmatched Pretax Savings Contributions
before September 1, 1999 by completing and signing an enrollment form provided
by the Committee and delivering the form to the Committee and, on or after
September 1, 1999, by using the telephonic enrollment system; provided, however,
that Participants who are automatically enrolled in the Plan in accordance with
section 4.1 need not complete a form to enroll, or, effective on or after
September 1, 1999, use the telephonic enrollment system to enroll in the Plan
unless such Participants want to contribute Basic Pretax Savings Contributions
in an amount other than two percent of Compensation. Prior to September 1, 1999,
the Participant or Eligible Employee shall designate on the form the amount of
his/her Basic and Unmatched Pretax Savings Contributions, if any, and shall, by
the act of making such election, agree to have his/her pay reduced by an amount
equal to his/her Basic and Unmatched Pretax Savings Contributions. On or after
September 1, 1999, the Participant or Eligible Employee shall designate, using
the telephonic enrollment system, the amount of his/her Basic and Unmatched
Pretax Savings Contributions, if any, and shall, by the act of using such
system, agree to have his/her pay reduced by an amount equal to his/her Basic
and Unmatched Pretax Savings Contribution. If a Participant is automatically
enrolled in the Plan in accordance with section 4.1, his/her failure to complete
a form, or effective on or after September 1, 1999, to telephonically enroll in
the Plan, will be deemed to authorize the reduction of his/her pay in an amount
equal to two percent of Compensation. A payroll deduction designation form, a
payroll deduction made as a result of telephonic enrollment, or a payroll
deduction made as a result of an automatic enrollment, shall be effective until
it is succeeded by another valid payroll deduction designation or until the
Participant's right to make Basic and Unmatched Pretax Savings Contributions is
otherwise suspended or terminated. Prior to July 1, 1999, an initial designation
shall be effective as of the first payroll period following or coinciding with
the Entry Date as of which the Eligible Employee becomes a Participant under
section 3.1 and following receipt of the form by the Committee. On or after July
1, 1999, an initial designation, including a designation made as a result of an
automatic enrollment, shall be effective as of the first payroll period ending
on or after the Entry Date as of which the Eligible Employee becomes a
Participant under section 3.1 and, except for Participants who are automatically
enrolled, following the Participant's completion of telephonic enrollment. A
designation to recommence deferrals shall be effective as of the first payroll
period following receipt of the form by the Committee or effective September 1,
1999, as of the first payroll period following the date on which the designation
to recommence deferrals is entered in the telephonic enrollment system. All
forms to be delivered to the Committee pursuant to this section 4.4 must be
received by the Committee within such reasonable and uniformly-applied time
periods as the Committee may prescribe for the receipt of the forms as a
condition of giving





                                      -16-

<PAGE>   22

effect to or implementing such instructions. If an initial designation or a
recommencement designation cannot be given effect or implemented for a
particular payroll period, it shall be effective for the next succeeding payroll
period.

         4.5 Change of Designation of Basic and Unmatched Pretax Savings
Contributions. A Participant may change designation of Basic and Unmatched
Pretax Savings Contributions at any time, even if the Participant was
automatically enrolled in the Plan pursuant to section 4.1. Prior to September
1, 1999, all changes of designation of the amount of Basic and Unmatched Pretax
Savings Contributions to be elected by salary reduction shall be made on forms
supplied by the Committee, signed by the Participant and delivered to the
Committee. On or after September 1, 1999, all changes of designation of the
amount of Basic and Unmatched Pretax Savings Contributions to be elected by
salary reduction shall be made by using the telephonic enrollment system. A
change in designation shall be effective as of the first payroll period after it
is received by the Committee, or the telephonic enrollment system, whichever is
applicable; provided, however, that the Participant files such designation
within a reasonable time before such first payroll period begins in accordance
with uniform rules prescribed by the Committee. Any change in designation filed
after a reasonable time before such first payroll period shall become effective
as of the next payroll period.

         4.6 Discontinuance of Basic and Unmatched Pretax Savings Contributions.
A Participant may suspend his/her Basic Pretax Savings Contributions (which
shall automatically suspend his/her right to make Unmatched Pretax Savings
Contributions) as of the first day of any payroll period, in accordance with
uniform rules promulgated by the Committee, even if the Participant was
automatically enrolled in the Plan pursuant to section 4.1. If the Participant
suspends only his/her Unmatched Pretax Savings Contributions, the Participant's
right to make Basic Pretax Savings Contributions shall not be suspended. Prior
to September 1, 1999, suspension of contributions shall be made on a form
supplied by the Committee, signed by the Participant and delivered to the
Committee prior to the expiration of the uniform period prescribed by the
Committee for such suspension to be given effect for such period. On or after
September 1, 1999, suspension of contributions shall be made by using the
telephonic enrollment system and must be received by the system prior to the
expiration of the uniform period prescribed by the Committee for such suspension
to be given effect for such period. If notice is not timely received, such
notice shall be effective commencing with the next succeeding payroll period.
Recommencement of Basic and Unmatched Pretax Savings Contributions shall be made
only when the Participant subsequently directs payroll withholding or salary
reduction pursuant to section 4.4. While a Participant is on a
Maternity/Paternity Leave or any other authorized leave of absence, he/she shall
be deemed to have suspended his/her Basic Pretax Savings Contributions and may
recommence such contributions following his/her return to active employment in
accordance with section 4.4. A Participant shall not be entitled to "make-up"
suspended contributions except to the extent required by section 14.11, and the
last paragraphs of sections 4.1 and 4.2 of the Plan.

         4.6A Special Thirty-Day Rule Following Receipt of Safeharbor
Matching Notice. Notwithstanding any provision of this Plan to the contrary,
effective for each Plan Year beginning on or after January 1, 2000, after
receipt of the written notice described in the third



                                      -17-
<PAGE>   23

paragraph of section 5.1 of the Plan, an Employee must be given a reasonable
opportunity, and a period of at least 30 days, to elect to make, or change the
amount of, Basic Pretax Savings Contributions for the Plan Year.

         4.7 Limitation on Basic Pretax Savings Contributions and Unmatched
Pretax Savings Contributions. This Plan is not intended to permit Basic Pretax
Savings Contributions plus Unmatched Pretax Savings Contributions for any
calendar year, with respect to any Participant, in excess of $7,000 (or such
other amount as may at the time be prescribed under Code section 402(g)(5)). The
Committee shall prescribe procedures designed to prevent this limit from being
exceeded and to cause such contributions that have been elected by a Participant
to be stopped at any time during the year when this limit has been reached under
the Plan. The Committee shall also adopt reasonable procedures to assist a
Participant in fulfilling his/her responsibility of ensuring that the Basic
Pretax Savings Contributions and Unmatched Pretax Savings Contributions made on
his/her behalf for the Participant's taxable year do not exceed $7,000 (or such
other amount as may at the time be prescribed under Code section 402(g)(5)),
less any other elective deferrals (within the meaning of Code section 402(g)(3))
made on behalf of the Participant. The Participant will be treated as having a
calendar taxable year and as having no elective deferrals other than Basic
Pretax Savings Contributions and Unmatched Pretax Savings Contributions unless
the Participant notifies the Committee differently, in writing, before the
beginning of his/her taxable year.

If the Participant notifies the Committee in writing no later than March l
following his/her taxable year of the amount of any excess Basic Pretax Savings
Contributions and Unmatched Pretax Savings Contributions under this section for
such taxable year, the Plan may, but need not, distribute such excess (and any
income and investment gain or loss allocable to such excess) to him/her no later
than April 15 following such taxable year and, if so distributed, such excess
shall not be included as an Annual Addition for the Participant for the
immediately preceding Plan Year. The Participant's income for the year of the
excess Basic Pretax Savings Contributions and Unmatched Pretax Savings
Contributions (or, the year of distribution or other year or years that may be
specified pursuant to Treasury rules and regulations) shall be increased by the
amount distributed under this section. The distribution described in this
section may be made notwithstanding any other Plan provision. The Committee
shall adopt reasonable procedures for coordinating distributions of excess Basic
Pretax Savings Contributions and Unmatched Pretax Savings Contributions under
this section and section 4.8, in accordance with any applicable Treasury rules
and regulations.

         4.8 Restrictions on Elections by Highly Compensated Employees; Use of
Current Plan Year Testing; Distribution of Excess Contributions. In conjunction
with Participant elections of Basic Pretax Savings Contributions and Unmatched
Pretax Savings Contributions or at such other or additional times throughout the
Plan Year as the Committee may determine, the Committee shall require testing of
the elections of Basic Pretax Savings Contributions and Unmatched Pretax Savings
Contributions by Participants (and any other Employer contributions that the
Company elects to include in the testing under the conditions specified below)
to assure that the average deferral percentage for the Plan Year of Participants
who are Highly Compensated Employees will not exceed the greater of:




                                      -18-

<PAGE>   24

         (a)      1.25 times the average deferral percentage for the current
                  Plan Year of all other Participants who are non-Highly
                  Compensated Employees, or

         (b)      the lesser of (i) 2 percentage points more than, or (ii) 2
                  times the average deferral percentage for the current Plan
                  Year of all other Participants who are non-Highly Compensated
                  Employees.

For purposes of this section, the term "average deferral percentage" for each
group of Participants for any period shall be the average of the percentages,
calculated separately for each Participant in such group, of the aggregate
amount of Compensation that each Participant elects to have contributed to the
Plan for the period as Basic Pretax Savings Contributions or Unmatched Pretax
Savings Contributions. As provided in section 5.4, if the Company so elects,
Qualified Nonelective Contributions shall be added to Basic Pretax Savings
Contributions and Unmatched Pretax Savings Contributions in computing each
Participant's deferral percentage. In addition, the Company may elect, in
accordance with such regulations as may be prescribed by the Secretary of the
Treasury, to aggregate Code section 401(m) matching contributions (including
matching and discretionary Company Contributions under this Plan) that meet the
withdrawal and vesting requirements of Code sections 401(k)(2)(B) and (C) with
the Basic Pretax Savings Contributions, Unmatched Pretax Savings Contributions
and Qualified Nonelective Contributions for purposes of computing each
Participant's deferral percentage. Except as provided in Treasury Regulations,
excess Basic Pretax Savings Contributions and Unmatched Pretax Savings
Contributions under section 4.7 shall be treated as an amount elected under
section 4.3 and contributed to the Plan, whether or not such excess contribution
is distributed.

Advance testing done under this section may be based on a Participant's annual
rate of Compensation in effect at the time of the test, and corrections to be
made to reduce the amount in excess of the maximum permissible deferral
percentage may be made from Compensation to be earned for the remainder of the
Plan Year. Final Plan Year compliance with the restrictions of this section
shall be based on the Participant's actual Compensation and Basic Pretax Savings
Contributions and Unmatched Pretax Savings Contributions for the Plan Year.

For Plan Years beginning on or after January 1, 1999, if the Company has elected
to apply Code section 410(b)(4)(B) in determining whether the cash or deferred
arrangement meets the requirements of Code section 410(b), the Company may, in
determining whether the Plan meets the requirements of this section 4.8 of the
Plan, exclude from consideration all Employees (other than Highly Compensated
Employees) who have not met the minimum age and service requirements of Code
section 410(a)(1)(A).

Except as otherwise provided by USERRA, if, at the end of the Plan Year, the
percentage of Basic Pretax Savings Contributions and Unmatched Pretax Savings
Contributions elected by Highly Compensated Employees (and any other Company
Contributions that are included in the testing at the Company's election) would
(if not distributed) cause the average deferral percentage of such Participants
to exceed the maximum deferral percentage permitted for the Plan Year under this
section, then, before the end of the following Plan Year, any "excess Pretax





                                      -19-

<PAGE>   25

Contributions" (and income and investment gain or loss attributable thereto)
shall be distributed. For purposes of this paragraph, the term "excess Pretax
Contributions" means, with respect to any Plan Year, the aggregate amount of
Basic Pretax Savings Contributions and Unmatched Pretax Savings Contributions
(the "Total Pretax Contributions") paid to the Plan by the Highly Compensated
Employees for the Plan Year over the maximum amount of Total Pretax
Contributions permitted pursuant to section 401(k)(3)(A)(ii) of the Code and
this section 4.8. Effective January 1, 1997, the distribution of excess Pretax
Contributions for any Plan Year shall be made to Highly Compensated Employees on
the basis of the dollar amount of Basic Pretax Savings Contributions and
Unmatched Pretax Savings Contributions made by each Highly Compensated Employee
in accordance with the following procedure:

                  (1) Step One: The dollar amount of the excess Pretax
         Contribution for each Highly Compensated Employee shall be calculated
         in the manner described in Code section 401(k)(8)(B) and Treasury
         Regulation section 1.401(k)-1(f)(2). However, in applying these rules,
         rather than distributing the amount necessary to reduce the actual
         deferral percentage of each Highly Compensated Employee in order of
         these Employees' actual deferral percentages, the Plan uses these
         dollar amounts in Step Two;

                  (2) Step Two: The excess Pretax Contributions for each Highly
         Compensated Employee calculated in accordance with Step One shall be
         added together. The total amount calculated in this Step Two shall be
         distributed in accordance with Steps Three and Four;

                  (3) Step Three: First the Unmatched Pretax Savings
         Contributions and then, as needed, the Basic Pretax Savings
         Contributions of the Highly Compensated Employee with the highest
         dollar amount of Total Pretax Contributions shall be reduced by the
         dollar amount required to cause that Highly Compensated Employee's
         Total Pretax Contributions to equal the dollar amount of the Total
         Pretax Contributions of the Highly Compensated Employee with the next
         highest dollar amount of Total Pretax Contributions. This dollar amount
         is then distributed to the Highly Compensated Employee with the highest
         dollar amount of Total Pretax Contributions. However, if a lesser
         reduction, when added to the total dollar amount already distributed
         under this Step Three, would equal the total calculated under Step Two,
         the lesser amount shall be distributed; and

                  (4) Step Four: If the total amount distributed is less than
         the amount calculated pursuant to Step Two, Step Three is repeated.

The income and investment gain or loss attributable to excess contributions is
that portion of the income and investment gain or loss on the Participant's
Account for the Plan Year that bears the same ratio as the excess Basic Pretax
Savings Contributions and Unmatched Pretax Savings Contributions bear to the
total Account balance, determined as of the last day of the Plan Year. To the
extent required by Code section 401(k) and related regulations, any amount
distributed under this paragraph to a Highly Compensated Employee shall be
included in that Employee's taxable wages for the Plan Year for which the
contribution was made. The distribution described


                                      -20-

<PAGE>   26

in this section may be made notwithstanding any other Plan provision. The
Committee shall adopt reasonable procedures for coordinating distributions of
excess contributions under this section and section 4.7.

Moreover, notwithstanding the foregoing rules, the Committee shall take steps to
ensure that this section 4.8 is interpreted and administered so as to comply
with applicable legal requirements for the determination of what amounts
constitute excess Code section 401(k) elective deferrals and for the return of
such excess amounts and any income and investment gain or loss attributable
thereto. If two or more plans which include Code section 401(k) cash or deferred
arrangements are considered as one plan for purposes of Code section 401(a)(4)
or 410(b), the cash or deferred arrangements included in such plans shall be
treated as one arrangement for purposes of this section 4.8. If any Highly
Compensated Employee is a participant under two or more cash or deferred
arrangements of an Employer or Affiliate, all such cash or deferred arrangements
shall be treated as one such arrangement for purposes of determining the actual
deferral percentage with respect to such Employee. No benefits other than Code
section 401(m) matching contributions shall be conditioned on a Participant's
election of Basic Pretax Savings Contributions or Unmatched Pretax Savings
Contributions under this Plan.

         4.8A Average Deferral Percentage Testing After December 31, 1999.
Notwithstanding any provision of this Plan to the contrary, effective January 1,
2000, the Plan shall satisfy the average deferral percentage test set forth in
section 4.8 by using the alternative method of satisfying such test permitted by
section 401(k)(12) of the Code. For any Plan Year during which the Plan
satisfies the requirements of section 401(k)(12), the provisions of section 4.8
shall not apply. For any Plan Year during which the Plan uses the section
401(k)(12) alternative method of satisfying the average deferral percentage
test, the Plan shall be treated as using the current year testing method.

         4.9 Transfer of Pretax Savings Contributions. Any amount to be
contributed to the Plan because of a Participant's election and resulting salary
reduction under section 4.3 shall be transferred to the Trust Fund as of the
earliest date on which such amounts can reasonably be segregated from the
Employer's general assets; provided, however, that the amounts so contributed
for any payroll date shall be transferred to the Trust Fund not later than the
15th business day of the month following the month in which falls the payroll
date as of which such contributions would otherwise have been payable to the
Participant.

         4.10 Crediting of Pretax Savings Contributions. Any amount contributed
to the Trust under section 4.1 or 4.2 on behalf of a Participant shall be
credited, as of the appropriate Valuation Date, to the Pretax Savings Account of
each Participant on whose behalf the contribution was made.

         4.11 Adjustment of Company Contributions Account. In the event that a
distribution of excess Basic Pretax Savings Contributions is made pursuant to
section 4.7 or section 4.8 of the Plan, the Company Contributions Account will
be adjusted by the amount of any matching Company Contributions previously made
and allocated to the Company Contributions Account that are attributable to such
excess Basic Pretax Savings Contributions (the "excess matching





                                      -21-
<PAGE>   27

contributions") plus the income allocable to any such excess matching
contributions. The income allocable to the excess matching contributions shall
be determined by the Committee in accordance with any method permitted under
Treasury Regulation sections 1.401(m)-1(e)(3) or 1.401(k)-1(f)(4) as applicable.
Any such excess matching contributions (and earnings allocable thereto) will be
forfeited and reallocated among the unaffected Participant's Accounts, pursuant
to such rules as shall be adopted by the Committee, provided that such treatment
is applied uniformly to all Participants under the Plan for the Plan Year
involved. Alternatively if the Company chooses, the adjustment of the Company
Contributions Account will be made by an additional matching Company
Contribution, allocated to the Company Contributions Accounts of Participants
who are not Highly Compensated Employees.

                         Article 5 Company Contributions

         5.1 Matching Company Contributions. For each Plan Year, so long as this
Plan is in existence, and subject to the limitations set forth in section 5.8
below, the Employer shall make a matching Company Contribution on behalf of
every Participant for whom a Basic Pretax Savings Contribution was made to the
Plan under section 4.1, including those who are automatically enrolled in the
Plan in accordance with section 4.1. Any contribution made in accordance with
this section 5.1 may be made in the form of cash or Company Securities in the
discretion of the Board of Directors.

The matching amount to be contributed on behalf of each Participant hereunder
shall be equal to a specified percentage of the Basic Pretax Savings
Contributions made on behalf of a Participant under section 4.1, as determined
by the Company's Board of Directors with respect to a particular group of
Participants. The matching percentage shall be specified in advance and shall
remain in effect until changed by the Board or its delegate on a prospective
basis.

Notwithstanding any provision of this Plan to the contrary and subject to its
right to amend or terminate this Plan, effective January 1, 2000, the Employer
will make matching Company Contributions on behalf of every Participant for whom
a Basic Pretax Savings Contribution was made to the Plan under section 4.1
during the Plan Year, including those who are automatically enrolled in the Plan
in accordance with section 4.1, in an amount equal to 100% of the Participant's
Basic Pretax Savings Contributions, to the extent such Basic Pretax Savings
Contributions do not exceed 3% of the Participant's Compensation for the Plan
Year, and 50% of the Participant's Basic Pretax Savings Contributions, to the
extent such Basic Pretax Savings Contributions exceed 3% but do not exceed 5% of
the Participant's Compensation for the Plan Year. Such matching Company
Contributions shall be due and payable regardless of whether the Employer has
current or accumulated net profits. As required by section 401(k)(12)(D) of the
Code, effective for the Plan Year commencing on or after January 1, 2000, each
Employee eligible to participate in the Plan shall receive a written notice of
the Employee's rights and obligations under the Plan, at least 30, but not more
than 90, days before the beginning of each Plan Year. If an Employee does not
receive the notice within the period described in the preceding sentence because
the Employee becomes eligible after the 90th day before the beginning of a Plan
Year, the notice must be provided to such Employee within the 90 day period
ending on the date the Employee becomes eligible to participate in the Plan. The
notice



                                      -22-
<PAGE>   28

must accurately describe: (i) the safe harbor matching formula used under the
Plan (including a description of the levels of matching Company Contributions);
(ii) any other contributions under the Plan and the conditions under which such
contributions are made; (iii) the type and amount of compensation that may be
deferred under the Plan; (iv) the plan to which safe harbor contributions will
be made (if other than the Plan); (v) how to make Basic Pretax Savings
Contributions under the Plan, including any administrative requirements that
apply to such Basic Pretax Savings Contributions; (vi) the periods available
under the Plan for making Basic Pretax Savings Contributions; and (vii)
withdrawal and vesting provisions applicable to contributions under the Plan.
Matching Company Contributions made pursuant to this section may not be used as
Qualified Nonelective Contributions, as defined in section 2.1(gg) in any Plan
Year.

The amount of matching Company Contribution allocable to the Company
Contributions Account of any Participant in any Plan Year shall not exceed the
limitations of section 5.3, for the Plan Years beginning before January 1, 2000,
or the limitations of sections 5.8 through 5.10, as determined after taking into
account the amount of Basic Pretax Savings Contributions and Unmatched Pretax
Savings Contributions deferred by such Participant for the Plan Year.

         Effective December 12, 1994, notwithstanding any provision in this Plan
to the contrary, if a Participant who returns to active employment in accordance
with USERRA makes Basic Pretax Savings Contributions as permitted under the last
paragraph of section 4.1, the Company shall make matching Company Contributions
on behalf of such Participant with respect to such Basic Pretax Savings
Contributions on the same basis as it did for Participants who were active
employees during the Participant's period of military service.

         5.2 Discretionary Company Contributions. The Board of Directors in its
discretion may authorize and require the Employer to make a Company Contribution
to the Trust Fund for a Plan Year in addition to the matching Company
Contribution made under section 5.1. Any discretionary Company Contribution made
in accordance with this section 5.2 may be made in the form of cash or Company
Securities in the discretion of the Board of Directors. The contribution made
under this section shall be allocated in one or a combination of the following
methods, as the Board of Directors in its discretion may determine:

                  (a)      discretionary Company Contributions may be allocated
                           to the Company Contributions Accounts of only those
                           Active Participants for whom a Basic Pretax Savings
                           Contribution was made for the Plan Year in the
                           proportion that the Basic Pretax Savings Contribution
                           of each such Active Participant for the Plan Year up
                           to the effective date of the discretionary Company
                           Contribution bears to the total of such contributions
                           for all such Active Participants for the Plan Year up
                           to the effective date of the discretionary Company
                           Contribution, and/or

                  (b)      discretionary Company Contributions may be allocated
                           to the Company Contribution Accounts of all Active
                           Participants (regardless of whether or not they have
                           deferred an amount under section 4.1) in the
                           proportion that the Compensation of each Active
                           Participant for the Plan Year up to the




                                      -23-
<PAGE>   29

                           effective date of the discretionary Company
                           Contribution bears to the total Compensation of all
                           Active Participants for the Plan Year up to the
                           effective date of the discretionary Company
                           Contribution, and/or

                  (c)      discretionary Company Contributions may be allocated
                           to the Company Contributions Accounts of only those
                           Active Participants who are not covered by any other
                           Company incentive compensation plan ("qualified
                           participants"), regardless of whether or not such
                           qualified participants have deferred an amount under
                           section 4.1, in the proportion that the Compensation
                           of each qualified participant for the Plan Year up to
                           the effective date of the discretionary Company
                           Contribution bears to the total covered Compensation
                           of all qualified participants up to the effective
                           date of the discretionary Company Contribution for
                           the Plan Year, and/or

                  (d)      discretionary Company contributions may be allocated
                           to the Company Contributions Accounts of only those
                           Active Participants who do not meet the eligibility
                           requirements for participation in the Del Webb
                           Corporation Deferred Compensation Plan ("qualified
                           participants"), regardless of whether or not such
                           qualified participants have deferred an amount under
                           section 4.1, in the proportion that the Compensation
                           of each qualified participant for the Plan Year up to
                           the effective date of the discretionary Company
                           Contribution bears to the total covered Compensation
                           of all qualified participants for the Plan Year up to
                           the effective date of the Company Contribution.

                  The amount of discretionary Company Contribution allocable to
                  the Company Contributions Account of any Active Participant in
                  any Plan Year shall not exceed the limitations of section 5.8
                  through 5.10, as determined after taking into account the
                  amount of Basic Pretax Savings Contributions, Unmatched Pretax
                  Savings Contributions, and matching Company Contributions
                  allocable to such Active Participant's Company Contributions
                  Account for the Plan Year.

Notwithstanding the foregoing, effective December 12, 1994, if a Participant who
was eligible for a discretionary Company Contribution prior to commencing a
period of military service returns to active employment in accordance with
USERRA, that Participant shall receive a discretionary Company Contribution
allocation attributable to the Participant's period of military service. The
amount of such allocation shall equal the amount that would have been allocated
to the Participant had he/she remained in active employment with his/her
Employer during his/her period of military service. For purposes of determining
the Participant's allocation under this paragraph, his/her Compensation shall be
determined in the manner provided under the last paragraph of section 4.1.




                                      -24-

<PAGE>   30

         5.3 Restrictions on Matching Company Contributions and Discretionary
Company Contributions; Use of Current Plan Year Testing; Distribution of Excess
Contributions. At such times throughout the Plan Year as the Committee may
determine, the Committee shall require testing to assure that the contribution
percentage for the Plan Year of Participants who are Highly Compensated
Employees will not exceed the greater of:

                  (a)      1.25 times the contribution percentage for the
                           current Plan Year of all other Participants who are
                           non-Highly Compensated Employees, or

                  (b)      the lesser of (i) 2 percentage points more than, or
                           (ii) 2 times the contribution percentage for the
                           current Plan Year of all other Participants who are
                           non-Highly Compensated Employees.

For purposes of this section, the term "contribution percentage" for each group
of Participants shall be the average of the ratios, calculated separately for
each Participant in such group, of the aggregate amount of matching and
discretionary Company Contributions that are allocated pursuant to section
5.2(a), made by or on behalf of the Participant for the Plan Year to that
Participant's Compensation for the Plan Year. As provided in section 5.4, if the
Company so elects, Qualified Nonelective Contributions shall be added to the
matching Company Contributions and the discretionary Company Contributions
allocated pursuant to section 5.2(a) for the Plan Year for purposes of
calculating the contribution percentages. In addition, the Company may elect, in
accordance with such regulations as may be prescribed by the Secretary of
Treasury, to consider Code section 401(k) elective deferrals (including Basic
Pretax Savings Contributions and Unmatched Pretax Savings Contributions to this
Plan) for purposes of calculating contribution percentages.

Advance testing under this section may be based on a Participant's level of
Basic Pretax Savings Contributions and Unmatched Pretax Savings Contributions
and his/her annual rate of Compensation in effect at the time of the test, and
corrections to be made to reduce the amount in excess of the maximum permissible
contribution percentage may be from Company Contributions to be made for the
remainder of the Plan Year. Final Plan Year compliance with the restrictions of
this section shall be based on the Participant's actual contributions and
Compensation for the Plan Year.

For Plan Years beginning on or after January 1, 1999, if the Company has elected
to apply Code section 410(b)(4)(B) in determining whether the Plan meets the
requirements of Code section 410(b), the Company may, in determining whether the
arrangement meets the requirements of this section 5.3, exclude from
consideration all eligible Employees (other than Highly Compensated Employees)
who have not met the minimum age and service requirements of Code section
410(a)(1)(A).

If, at the end of the Plan Year, the contribution percentage of Highly
Compensated Employees exceeds the maximum contribution percentage permitted for
the Plan Year under this section, then, before the end of the following Plan
Year, any "excess aggregate contributions" (and the income and investment gain
or loss attributable thereto) shall be distributed. For purposes of this



                                      -25-

<PAGE>   31

section, an "excess aggregate contribution" is the amount described in section
401(m)(6)(B) of the Code. Effective January 1, 1997, the distribution of excess
aggregate contributions for any Plan Year shall be made to Highly Compensated
Employees on the basis of the dollar amount of excess aggregate contributions
made on behalf of each Highly Compensated Employee in accordance with the
following procedure:

                  (1)      Step One: The dollar amount of the excess aggregate
                           contribution for each Highly Compensated Employee
                           shall be calculated in the manner described in Code
                           section 401(k)(8)(B) and Treasury Regulation section
                           1.401(k)-1(f)(2). However, in applying these rules,
                           rather than distributing the amount necessary to
                           reduce the average contribution percentage of each
                           Highly Compensated Employee in order of these
                           Employees' average contribution percentages, the Plan
                           uses these dollar amounts in Step Two;

                  (2)      Step Two: The excess aggregate contributions for each
                           Highly Compensated Employee calculated in accordance
                           with Step One shall be added together. The total
                           amount calculated in this Step Two shall be
                           distributed in accordance with Steps Three and Four;

                  (3)      Step Three: The matching Company Contributions of the
                           Highly Compensated Employee with the highest dollar
                           amount of matching Company Contributions shall be
                           reduced by the dollar amount required to cause that
                           Highly Compensated Employee's matching Company
                           Contributions to equal the dollar amount of the
                           matching Company Contributions of the Highly
                           Compensated Employee with the next highest dollar
                           amount of matching Company Contributions. This dollar
                           amount is then distributed to the Highly Compensated
                           Employee with the highest dollar amount of matching
                           Company Contributions. However, if a lesser
                           reduction, when added to the total dollar amount
                           already distributed under this Step Three, would
                           equal the total calculated under Step Two, the lesser
                           amount shall be distributed; and

                  (4)      Step Four: If the total amount distributed is less
                           than the amount calculated pursuant to Step Two, Step
                           Three is repeated.

The income and investment gain or loss attributable to excess contributions is
that portion of income and investment gain or loss on the Participant's Company
Contributions Account for the Plan Year that bears the same ratio as the excess
aggregate contributions bear to the total Company Contributions Account balance,
determined as of the last day of the Plan Year. To the extent required by Code
section 401(m) and related regulations, any amount distributed under this
paragraph to a Highly Compensated Employee shall be included in that Employee's
taxable wages for the Plan Year for which the contribution was made. The
distribution described in this section may be made notwithstanding any other
Plan provision.


                                      -26-

<PAGE>   32
In the event that this Plan satisfies the requirements of section 410(b) of the
Code only if aggregated with one or more other plans, or if one or more other
plans satisfy the requirements of section 410(b) of the Code only if aggregated
with this Plan, then this section 5.3 shall be applied by determining the
contribution percentages of eligible Participants as if all such plans were a
single plan. If a Highly Compensated Employee participates in two or more plans
of an Employer or Affiliate to which such contributions are made, all such
contributions shall be aggregated for purposes of this section.

Any Employee required to be taken into consideration under Code section
401(m)(5) shall be treated as an eligible Employee in accordance with such Code
section for purposes of the application of this section 5.3. Moreover, the
determination of excess aggregate contributions under this section 5.3 shall be
made after first determining the excess deferrals (within the meaning of Code
section 402(g)) pursuant to section 4.7 of this Plan and then determining the
excess Code section 401(k) deferrals pursuant to section 4.8 of this Plan. All
determinations under this section 5.3 shall comply with Code section 401(m) and
the regulations thereunder, including any such regulations as may be necessary
to prevent the multiple use of the alternative percentage limitations in Code
sections 401(k)(3)(A)(ii)(II) and 401(m)(2)(A)(ii) with respect to any Highly
Compensated Employee and also including regulations permitting appropriate
aggregation of plans and contributions.

The foregoing requirement to correct multiple use of the alternative percentage
limitations (by first reducing excess Code section 401(k) deferrals pursuant to
Plan section 4.8) applies to all Highly Compensated Employees who are eligible
for both Code section 401(k) deferrals under Article 4 and matching Company
Contributions under Article 5. This requirement accordingly extends to all such
Employees who are active Participants in the Plan at any time during the Plan
Year. In addition, if a matching Company Contribution for a Participant who is a
Highly Compensated Employee is made on account of a Basic Pretax Savings
Contribution that must be returned to such Participant as an amount in excess of
a limit specified in Article 4 (whether or not multiple use has occurred), such
matching Company Contribution shall be forfeited pursuant to Code section
411(a)(3)(G) and the forfeiture shall be used to reduce concurrent or subsequent
matching Company Contributions. If such matching Company Contribution is also in
excess of the amount permitted by the contribution percentage test in this
section 5.3, the first corrective step shall be the correction of the excess
Basic Pretax Savings Contribution pursuant to Article 4 and the forfeiture of
any related matching Company Contribution. The second corrective step shall then
be the distribution of any remaining excess matching Contribution that exceeds
the contribution percentage limit of this section 5.3 and has not been forfeited
in the first step.

         5.3A Average Contribution Percentage Testing After December 31, 1999.
Notwithstanding any provision of this Plan to the contrary, effective January 1,
2000, the Plan shall satisfy the average contribution percentage test set forth
in section 5.3 by using the alternative method of satisfying such test permitted
by section 401(m)(11) of the Code. For any Plan Year during which the Plan
satisfies the requirements of section 401(m)(11), the provisions of section 5.3
shall not apply. For any Plan Year during which the Plan uses the section
401(m)(11) alternative method of satisfying the average contribution percentage
test, the Plan shall be treated as using the current year testing method.


                                      -27-

<PAGE>   33

         5.4 Corrective Contributions. In accordance with such regulations as
may be prescribed by the Secretary of the Treasury, the Company may elect to
treat any or all of the discretionary Company Contributions made pursuant to
section 5.2 as Qualified Nonelective Contributions for purposes of complying
with the average deferral percentage requirements of section 4.8, the
contribution percentage requirements of section 5.3, or both.

In accordance with such regulations as may be prescribed by the Secretary of the
Treasury, the Company also may elect to make additional Qualified Nonelective
Contributions on behalf of Active Participants who are not Highly Compensated
Employees in an amount sufficient to satisfy either the average deferral
percentage requirements of section 4.8, the contribution percentage requirements
of section 5.3, or both. Such additional Qualified Nonelective Contributions
shall be allocated to the Company Contribution Accounts of those Active
Participants who are not Highly Compensated Employees in the proportion that the
Compensation of each such Active Participant bears to the total Compensation of
all such Active Participants for the relevant Plan Year.

If an Eligible Employee is inadvertently excluded from participation in the
Plan, the Company shall make special Qualified Nonelective Contributions and
special discretionary Company Contributions to the Plan on behalf of the
Eligible Employee. The special Qualified Nonelective Contributions shall be in
an amount equal to the sum of (i) the Eligible Employee's Compensation for the
period or periods during which the Eligible Employee was inadvertently excluded
multiplied by the average deferral percentage for the group of non-Highly
Compensated Employee Participants or the group of Highly Compensated Employee
Participants (depending on whether the Eligible Employee was a Highly Compensate
Employee) for the Plan Year or Plan Years that includes the period or periods
during which the Eligible Employee was inadvertently excluded from participation
if the Eligible Employee was excluded before July 1, 1999, or two percent if the
Eligible Employee was excluded on or after July 1, 1999; and (ii) the matching
Company Contributions that would have been made pursuant to section 5.1 if the
Eligible Employee contributed the amount referred to in clause (i) on a pretax
basis during the relevant period or periods. The special discretionary Company
Contribution called for by this paragraph shall be in an amount equal to the
discretionary Company Contribution or Contributions that would have been
allocated to the Eligible Employee had he/she not been excluded. The Company
also shall make a special discretionary Company Contribution on behalf of the
Eligible Employee in an amount equal to the annual rate of return on Plan
investments for the relevant Plan Year or Plan Years multiplied by the amounts
of Qualified Nonelective Contributions or discretionary Company Contributions
made pursuant to this paragraph, adjusted to reflect partial years.

The Qualified Nonelective Contributions made pursuant to the preceding paragraph
shall be allocated to the Account or Accounts to which the contributions they
are replacing would have been allocated. For example, the portion of such
Qualified Nonelective Contribution that would have been characterized as a Basic
Pretax Savings Contribution if it had been made by the Eligible Employee during
the relevant Plan Year will be allocated to the Pretax Savings Account. The
special discretionary Company Contribution shall be allocated to the Company
Contribution Account to the extent that the special discretionary Company
Contribution is replacing a


                                      -28-

<PAGE>   34


discretionary Company Contribution that should have previously been made. The
special discretionary Company Contribution that is replacing Plan investment
earnings shall be allocated to the Accounts to which the contributions to which
the Plan investment earnings relate would be allocated.

All contributions made pursuant to this section are subject to the limitations
of section 5.12. To the extent that the limitations of said section preclude the
making of the full special Qualified Nonelective Contributions or the full
special discretionary Company Contributions called for by the third paragraph of
this section, the balance of the special contributions will be made in later
years subject to the limitations of section 5.12. The special discretionary
Company Contribution that is intended to replace Plan investment earnings shall
be adjusted to reflect Plan investment earnings on the balance of said
contribution for the period of time during which contributions are limited.

In accordance with Treasury Regulations section 1.415-6(b)(2), for purposes of
applying the limitations of sections 5.8 through 5.11 of the Plan and section
415 of the Code, Qualified Nonelective Contributions and discretionary Company
Contributions made in accordance with this section 5.4 will not be considered
Annual Additions with respect to the Participant for the limitation year in
which said contributions are made, but, rather, will be considered Annual
Additions in the limitation year to which such contributions relate.
Furthermore, to the extent a discretionary Company Contribution made pursuant to
this section is intended to replace investment earnings, it will not be treated
as an Annual Addition for any limitation year.

         5.5 Transfer of Company Contributions. Matching Company Contributions
described in section 5.1 shall normally be transferred to the Trust Fund at the
same time Participant Basic Pretax Savings Contributions are transferred to the
Trust Fund and in any event shall be transferred to the Trust Fund prior to the
due date of the Company's federal income tax return (including extensions
thereof) for the taxable year coinciding with such Plan Year, but in no event
later than the end of the 12-month period immediately following the Plan Year to
which the matching Company Contributions relate. Discretionary Company
Contributions described in section 5.2 shall be transferred to the Trust Fund at
such time as the Committee may determine but in no event shall they be
transferred to the Trust Fund later than the due date of the Company's federal
income tax return (including extensions thereof) for the taxable year coinciding
with such Plan Year.

         5.6 Allocation of Company Contributions to Company Contributions
Accounts. Matching Company Contributions and discretionary Company Contributions
described in sections 5.1 and 5.2 shall be allocated to the Company
Contributions Accounts of Participants, as of the appropriate Valuation Date to
which it relates, provided that in no event shall such contributions be treated
as having been made or allocated as of a date later than the last day of the
Plan Year to which they relate.

         5.7 Forfeitures. The nonvested portion of a Participant's Company
Contributions Account shall be forfeited in accordance with section 6.3. The
Committee shall use forfeitures occurring in any Plan Year to reduce subsequent
Company Contributions for such Plan Year and


                                      -29-

<PAGE>   35


future Plan Years. If the amount of forfeitures occurring in a Plan Year exceeds
the amount of Company Contributions for such year, then the excess shall be held
in a separate account and allocated to the extent that it reduces Company
Contributions in succeeding Plan Years. No Company Contributions shall be made
while such a separate account exists, and if the Plan terminates while such
account is in existence, the balance shall be allocated under section 5.2(b) not
to exceed the limitations of sections 5.8 through 5.10.

         5.8 Limitation on Annual Additions. Notwithstanding anything to the
contrary contained in this Plan, the total Annual Additions to be allocated to
the Accounts of a Participant for any Plan Year shall not exceed an amount equal
to the lesser of:

                  (a)      $30,000 (or such greater amount as may be permitted
                           under Code section 415(c)(1)(A)) or

                  (b)      25 percent of the Participant's Compensation for the
                           limitation year.

         5.9 Other Defined Contribution Plans. If the Company is contributing to
any other defined contribution plan, as defined in section 414(i) of the Code,
for its Employees, some or all of whom are Participants of this Plan, then any
such Participant's Annual Addition shall be aggregated with amounts credited to
the Participant under the other plan for purposes of applying the limitations
and reducing allocations under such other plan.

         5.10 Defined Benefit Plans. Effective for limitation years beginning
before January 1, 2000, if a Participant in this Plan is also a Participant in a
defined benefit plan, as defined in section 414(j) of the Code, to which
contributions are made by the Employer, then in addition to the limitations
contained in section 5.8 of this Plan, the projected benefit of the Participant
under the defined benefit plan shall be limited to the extent necessary to
comply with the limitation set forth in section 415(e) of the Code.

         5.11 Adjusting Annual Additions. If at any time during the Plan Year
the Plan Administrator anticipates that the contributions to a Participant's
Account will exceed the limitations of section 5.8, the Plan Administrator may
limit the Participant's ability to make Unmatched Pretax Savings Contributions
for the remainder of the Plan Year. If after application of the preceding
sentence the Plan Administrator anticipates that the limitations of section 5.8
will still be exceeded, the Plan Administrator may limit the Participant's
ability to make Basic Pretax Savings Contributions for the remainder of the Plan
Year. If the limitation of section 5.8 cannot be met by limiting future
Unmatched or Basic Pretax Savings Contributions in this manner, or, if the
limitations of section 5.8 have been exceeded by contributions already made, the
Plan Administrator also shall take the following steps to limit Annual
Additions:

                  (a)      First, the Plan Administrator shall distribute to the
                           Participant all or a portion of the Unmatched Pretax
                           Savings Contributions made by the Participant to the
                           extent necessary to reduce the Participant's Annual
                           Additions to the maximum amount permitted by section
                           5.8. Earnings attributable to any such "excess
                           Unmatched Pretax Savings Contributions"

                                      -30-

<PAGE>   36

                           also shall be distributed to the Participant. The
                           earnings allocable to any excess Unmatched Pretax
                           Savings Contributions shall be determined by the Plan
                           Administrator in accordance with any method permitted
                           under Treasury Regulation section 1.401(k)-1(f)(4).

                  (b)      Second, if after the application of paragraph (a) the
                           Annual Additions continue to exceed the limitations
                           of section 5.8, the Plan Administrator shall
                           distribute to the Participant all or a portion of the
                           Basic Pretax Savings Contributions made by the
                           Participant to the extent necessary to reduce the
                           Participant's Annual Additions to the maximum amount
                           permitted by section 5.8. Earnings attributable to
                           such "excess Basic Pretax Savings Contributions" also
                           shall be distributed to the Participant. The earnings
                           attributable to any excess Basic Pretax Savings
                           Contributions shall be determined by the Plan
                           Administrator in accordance with any method permitted
                           under Treasury Regulation section 1.401(k)-1(f)(4).
                           No matching Company Contribution will be made with
                           respect to Basic Pretax Savings Contributions
                           distributed to a Participant pursuant to this
                           paragraph. If matching Company Contributions have
                           been made and allocated to the Participant's Account
                           before the excess Basic Pretax Savings Contributions
                           have been identified, the Plan Administrator shall
                           reallocate the matching Company Contributions
                           attributable to such excess Basic Pretax Savings
                           Contributions to a suspense account. The amounts
                           allocated to the suspense account shall be held to be
                           allocated on a first-in-first-out basis in reduction
                           of matching Company Contributions due in future Plan
                           Years prior to the allocation of additional matching
                           Company Contributions. In deciding the amount of
                           Basic Pretax Savings Contributions that must be
                           distributed in accordance with this paragraph, the
                           Plan Administrator shall take into consideration that
                           no matching Company Contributions will be made (or if
                           previously made, will be reallocated), with respect
                           to excess Basic Pretax Savings Contributions that
                           will be distributed.

                  (c)      Third, if further limitation is required after the
                           application of paragraphs (a) and (b), the Plan
                           Administrator shall allocate to a suspense account
                           all or a portion of the discretionary Company
                           Contributions made on behalf of the Participant to
                           the extent necessary to reduce the Participant's
                           Annual Additions to the maximum amount permitted by
                           section 5.8. Discretionary Company Contributions
                           allocated to the suspense account shall be held to be
                           allocated on a first-in-first-out basis in reduction
                           of discretionary Company Contributions prior to the
                           allocation of additional discretionary Company
                           Contributions in future Plan Years.

                  (d)      Further reductions or adjustments to the methods
                           described above for adjusting the Accounts of
                           Participants may be made pursuant to the


                                      -31-

<PAGE>   37


                           directions of the Plan Administrator and may be made
                           pursuant to priorities established under related
                           defined contribution plans.

         5.12 Deductibility Limitation. The dollar amount of Company
Contributions, as provided under sections 5.1, 5.2 and 5.4, shall be limited to
the amount deductible under section 404 of the Code for the taxable year for
which such contributions are paid.

         5.13 Rollover Contributions and Prior Account Transfers. As provided in
section 2.1(a)(5), this Plan may include amounts transferred directly to the
Prior Account of a Participant. In addition, subject to the Committee's
approval, amounts which an Eligible Employee has received from any other
employee benefit plan may, in accordance with uniform and nondiscriminatory
procedures adopted by the Committee, be transferred by such Employee to this
Plan, and if transferred, shall constitute such Employee's "Rollover Account"
hereunder: provided the following conditions are satisfied:

                  (a)      The amounts tendered must have been received by the
                           Employee from:

                           (1)    A plan qualified under section 401(a) of the
                                  Code; or

                           (2)    An individual retirement account or annuity
                                  ("IRA"), containing amounts described in
                                  section 408(d)(3)(A)(ii) of the Code, to which
                                  no deductible IRA contributions were made, or
                                  rolled over from a qualified plan.

                  (b)      The amounts tendered must not include amounts
                           attributable to:

                           (1)    After-tax contributions to a qualified plan by
                                  the Employee;

                           (2)    Deductible IRA contributions; or

                           (3)    A partial distribution from a qualified plan
                                  which is eligible for rollover to an IRA but
                                  not to another qualified plan.

                  (c)      In no event will a transfer to an Employee's Rollover
                           Account be permissible if it would cause this Plan to
                           become a transferee plan that is subject to the
                           qualified plan survivor annuity requirements of the
                           Code with respect to the Employee.

                  (d)      The transfer to this Plan of amounts described in
                           paragraph (a) will only be accepted if the Employee
                           presents to the Committee such information as the
                           Committee may require to administer the rules of this
                           section 5.13 and to maintain the qualified status of
                           the Plan. Such information may include the Federal
                           Form 1099, or equivalent, and the original
                           distribution check, or a copy thereof.

                                      -32-

<PAGE>   38



                  (e)      Amounts must be received by the Committee not later
                           than 60 days after the distribution was received by
                           the Employee.

The Committee shall establish such procedures, and may require such additional
information from the Employee, as it deems necessary or appropriate to determine
that a proposed transfer hereunder will satisfy the above requirements. Upon
approval by the Committee, rollover amounts shall be transmitted to the Trustee,
to be invested in such Investment Funds as the Employee may select in accordance
with such rules as are provided in Article 7.

No matching or discretionary Company Contributions shall be made with respect to
rollovers or amounts transferred to a Participant's Prior Account hereunder.

The Committee shall not be required to permit any rollover amount to be
transferred to or held under this Plan if the Committee determines, in its sole
discretion, that acceptance of any such rollover amount may adversely affect the
continued qualification of this Plan or may subject the Plan to burdensome
additional requirements for continued qualification, including without
limitation any requirement to provide a spousal survivor annuity or other forms
of distribution that are not otherwise available under the Plan.

An Employee who transfers a rollover amount into this Plan shall be eligible to
commence Pretax Savings to this Plan only when he/she satisfies the applicable
eligibility requirements in section 3.1.

Notwithstanding the foregoing, on and after January 1, 1993, a rollover
contribution under this section shall, to the extent required by Code section
402 (c), include and be limited to a contribution relating to an eligible
rollover distribution described in Code section 402 (c) (4), including a direct
rollover or a sixty-day rollover of such eligible rollover distribution. The
Committee may establish other uniform rules and procedures, consistent with the
requirements of the Code and this section 5.13, concerning the acceptance of
rollover contributions, including rules that limit or prohibit wire transfers
and other payments that are made directly to this Plan from another plan in lieu
of having the Participant receive a check payable to this Plan's Trustee for
delivery to a Plan representative who is authorized to receive rollover
contributions.

                        Article 6  Vesting and Benefits

         6.1 Vesting. The interest of a Participant in his/her Pretax Savings
Account, Prior Account, and Rollover Account (if any) shall be fully vested at
all times, and his/her rights and interests therein shall not be forfeitable for
any reason. The interest of a Participant in his/her Company Contributions
Account shall be fully vested in him/her at all times if the Participant has
ever received credit for an Hour of Service on or after April 1, 1988. If a
Participant terminated employment before April 1, 1988, his/her vested interest
in his/her Company Contributions Account shall be determined in accordance with
the Plan provisions in effect when his/her employment terminated.

         6.2 Benefits Upon Termination of Employment. Every Participant who has
a termination of employment for any reason other than death or disability shall
have the value of

                                      -33-

<PAGE>   39




his/her Pretax Savings Account, Prior Account, Frozen Account, and Rollover
Account, and the vested portion of his/her Company Contributions Account,
distributed pursuant to section 8.1, in either:

                  (a)      one lump sum within the time set forth in section
                           6.7; or

                  (b)      substantially equal monthly, quarterly, or annual
                           installments (as selected by the Participant). The
                           first such installment shall be payable within 60
                           days after the end of the month in which occurs the
                           last day such Participant is paid by the Company,
                           unless such Participant elects to defer receipt of
                           his/her benefits as provided in section 6.7. Such
                           Participant, may specify the number of installments
                           to be paid each year and the number of years, not to
                           exceed 10, over which the installments will be paid;
                           provided, however, that the balance remaining in a
                           Participant's Accounts at the end of the designated
                           installment payout period shall be distributed on the
                           last payment; and provided, further, that the Account
                           balance of such Participant shall be fully
                           distributed within the lifetime of such Participant
                           or the lifetimes of the Participant or his/her
                           Beneficiary, or within a period not extending beyond
                           the life expectancy of the Participant or the life
                           expectancy of the Participant and his/her
                           Beneficiary.

                  The Account balance of a Participant who has elected to
                  receive an installment distribution shall be invested per the
                  Participant's instructions. Should such a Participant die
                  before all of his/her installment payments have been
                  distributed, his/her Beneficiary shall receive the remainder
                  of such unpaid installments in one lump sum as soon as
                  practicable and in no event later than one year.

For purposes of determining whether a Participant is entitled to a distribution
of his/her Pretax Savings Account, in accordance with current rulings of the
Internal Revenue Service, the sale of the stock or the assets of a subsidiary or
a division of the Employer shall not be treated as causing the Participant to
"terminate employment" if the Participant becomes employed by the purchaser of
the stock or the assets within 30 days following such sale.

         6.3 Forfeiture of Contingent Interests. The provisions of the Plan as
in effect on December 31, 1986, shall govern forfeitures occurring on or before
that date. The following provisions shall govern forfeitures that occur
thereafter as well as any reinstatements that may be required for such
forfeitures. Any portion of a Participant's Company Contributions Account that
is not vested under the provisions of section 6.1 upon his/her termination of
employment shall be held in a separate Company Contributions Account and shall
be forfeited as of the earlier of (i) a distribution of the Participant's vested
Account balance, or (ii) the Valuation Date next following the passage of five
consecutive years during which the Participant has not received credit for at
least one Hour of Service. If the Participant is rehired as an Employee and
receives credit for an Hour of Service before the passage of the number of years
specified in clause (ii) of the foregoing sentence, then the following rules
shall apply. Any unforfeited amount held in

                                      -34-

<PAGE>   40



his/her Company Contributions Account shall remain to his/her credit and/or any
previously forfeited amount shall be restored to his/her Company Contributions
Account by means of a special Employer contribution or a special allocation out
of forfeitures available for reallocation, as determined by the Committee. Prior
to the Participant's full vesting thereafter, the amount of any subsequent
distribution from his/her Company Contributions Account on any later termination
of employment shall be determined by adding to his/her Company Contributions
Account the amount of the previous distribution, multiplying this total by
his/her vested percentage, and then subtracting from the resulting product the
amount of the previous distribution.

         6.4 Disability. A Participant who experiences a disability (as defined
below) while still in the service of the Company or an Affiliate and who becomes
entitled to disability payments under the Del Webb Corporation Long Term
Disability Plan (LTD Plan) shall have his/her Account balance, valued as
provided in section 8.1, distributed to him/her in the form of a single lump sum
as soon as practicable and in no event later than three months after the end of
the calendar quarter in which the Participant is last paid by the Company,
unless such Participant elects to defer receipt of his/her Account balance as
provided in section 6.7. A Participant who experiences a disability (as defined
below) but who is not entitled to disability payments from the LTD Plan,
however, shall have the option of receiving his/her Account balance in the form
of a single lump sum or in installments as provided in section 6.2.

For purposes of this Article, "disability" shall mean (l) a physical or mental
condition which, in the judgment of the Committee, based on such competent
medical evidence as the Committee may require, renders an individual unable to
engage in any substantial gainful activity for the Company for which he/she is
reasonably fitted by education, training or experience and which impairment is
likely to result in death or to be of long continued duration for a period of at
least 12 months, or (2) a judicial declaration of incompetence.

         6.5 Death Benefits. Should a Participant die while still in the service
of the Company or an Affiliate, said deceased Participant's Account balance
shall be distributed pursuant to section 8.1 to the Participant's Beneficiary in
the form of a single lump sum as soon as practicable and in no event later than
the latest date specified in section 6.7 for the distribution of benefits whose
payments have not commenced as of the Participant's date of death.

         6.6 Designation of Beneficiary. Subject to the requirements of section
2.1(g), a Participant may designate, in writing, the Beneficiary whom he/she
desires to receive the benefits provided by the Plan in the event of his/her
death. Such designation shall be filed on a form provided by the Committee for
that purpose. A Participant may change his/her designated Beneficiary from time
to time without the consent of anyone other than his/her spouse by filing a new
designation in writing with the Committee.

         6.7 Latest Time for Payment of Benefits. To comply with legal
restrictions on the deferral of benefit commencement, all benefit payments must
comply with the following limits, notwithstanding any other provisions of the
Plan. If the Participant dies before the distribution of his/her vested Account
has been completed, distribution of benefits to the deceased Participant's



                                      -35-

<PAGE>   41


spouse must commence by April 1 of the Plan Year following the Plan Year in
which the Participant would have reached age 70-1/2 and distribution of benefits
to any other Beneficiary must commence within one year after the Participant's
death (or such later date as may be prescribed by regulations). If a Participant
is still living, then unless he/she elects otherwise in accordance with an
option permitted under the Plan, the distribution of benefits to him/her shall
commence not later than the 60th day after the close of the Plan Year in which
occurs the latest of (i) the Participant's termination of employment, (ii) the
tenth anniversary of the year in which the Participant commenced participation
in the Plan, or (iii) the Participant's 65th birthday.

Moreover, effective January 1, 1997, the distribution of the Participant's
vested Account must occur not later than the April 1 following the later of (i)
the calendar year in which the Participant attains age 70-1/2 or (ii) the
calendar year in which the Participant incurs a termination of employment;
provided, however, that if a Participant is a 5-percent owner, as defined in
section 13.2 in any calendar year during which or after he/she attains age
70-1/2, then distribution of the Participant's vested Account must occur not
later than the April l following the calendar year in which the Participant
attains age 70-1/2 even if the Participant has not incurred a termination of
employment by such date. If a Participant was required to receive a distribution
pursuant to this section 6.7 prior to January 1, 1997, the Participant shall
continue to receive distributions pursuant to this section unless the
Participant elects to stop receiving distributions. For this purpose, the
distribution of the Participant's vested Account means the payment of the entire
vested balance in a lump sum in accordance with subsection 6.2(a), except that
an installment distribution under subsection 6.2(b) shall continue in the form
in which it was elected if it started before the Code section 401(a)(9) required
beginning date and its continuation in this manner will comply with the minimum
distribution requirements of Code section 401(a)(9). Except for such continuing
installments, recent additions to the Participant's Account that have not been
included in a prior distribution shall be distributed in a lump sum on or before
each December 31 due date following the April 1 on which distributions are
required to begin pursuant to this paragraph and Code section 401(a)(9). All
distributions under this paragraph shall comply with the requirements of Code
section 401(a)(9) and the regulations thereunder.

If for any reason the amount which is required to be paid cannot be ascertained
on the date payment would be due hereunder, payment shall be made not later than
90 days after the earliest date on which the amount of such payment can be
ascertained.

         6.8 In-Service Distribution of Pretax Savings at Age 59-1/2.
Notwithstanding any other provisions in the Plan to the contrary, an Active
Participant who has attained age 59-1/2 may elect, in accordance with such rules
as the Committee may prescribe, to have the vested value of his/her Pretax
Savings Account, Company Contributions Account, Prior Account, Frozen Account,
and Rollover Account distributed to him/her pursuant to section 8.1 as of the
end of any month on or after the date he/she attains age 59-1/2 in the form of a
single lump sum.

         6.9 Hardship Withdrawals.

                                      -36-

<PAGE>   42


                  (a)      Any Participant shall be permitted to make a cash
                           withdrawal due to a "hardship," in any whole
                           percentage increment or dollar amount, up to 100
                           percent of the amount in the Participant's Pretax
                           Savings Account (exclusive of earnings on such
                           amounts for withdrawals after December 31, 1988),
                           provided that the minimum amount of a withdrawal
                           under this section 6.9 shall be $1,000. No
                           Participant shall be permitted to withdraw any amount
                           from his/her Prior Account, Frozen Account, or
                           Rollover Account. A Participant wishing to withdraw
                           any amount due to a hardship shall do so by making
                           application therefor which demonstrates to the
                           satisfaction of the Committee that the Participant
                           has an immediate and heavy financial need and that
                           the distribution is necessary in order to satisfy
                           that need.

                  (b)      Application for hardship withdrawals shall be made on
                           such forms as the Committee prescribes and may be
                           made at any time. Distribution of hardship
                           withdrawals shall be made in accordance with section
                           8.1 and shall be paid in a lump sum as soon as is
                           administratively possible following such application.

                  (c)      For purposes of this section 6.9, the following are
                           the only expenses or circumstances that will be
                           deemed to give rise to an immediate and heavy
                           financial need:

                           (1)    Medical expenses described in section 213(d)
                                  of the Code incurred by the Participant, the
                                  Participant's spouse, or any of the
                                  Participant's dependents (as defined in
                                  section 152 of the Code);

                           (2)    The purchase (excluding mortgage payments) of
                                  a principal residence for the Participant;

                           (3)    Payment of tuition, room and board, and
                                  educational-related expenses for the next
                                  twelve (12) months of post-secondary education
                                  for the Participant or the Participant's
                                  spouse, children or dependents;

                           (4)    The need to prevent the eviction of the
                                  Participant from his/her principal residence
                                  or foreclosure on the mortgage on the
                                  Participant's principal residence; or

                           (5)    Any other circumstance or expense designated
                                  by the Commissioner of Internal Revenue as a
                                  deemed immediate and heavy financial need in
                                  any published revenue ruling, notice or other
                                  document of general applicability.


                                      -37-

<PAGE>   43


                  The amount of any distribution under this section shall be
                  limited to the amount necessary to defray the financial
                  hardship. A distribution will be deemed to be necessary only
                  if all of the following requirements are satisfied:

                           (i)    The distribution is not in excess of the
                                  amount of the immediate and heavy financial
                                  need of the Participant;

                           (ii)   The Participant has obtained all
                                  distributions, other than hardship
                                  distributions, and all nontaxable loans
                                  currently available under all plans maintained
                                  by the Employer;

                           (iii)  All plans sponsored by the Employer provide
                                  that the Participant's contributions (whether
                                  made on a pre-tax or after-tax basis) will be
                                  suspended for at least twelve (12) months
                                  after receipt of the distribution; and

                           (iv)   All plans sponsored by the Employer provide
                                  that the Participant may not make elective
                                  pre-tax contributions for the calendar year
                                  immediately following the calendar year in
                                  which the hardship distribution is made in
                                  excess of the applicable limit in effect for
                                  such year under section 402(g) of the Code
                                  less the amount of the Participant's pre-tax
                                  elective contributions for the calendar year
                                  in which the hardship distribution is made.

                  For this purpose, the Committee may accept the written
                  statement of the Participant as to his/her financial resources
                  unless it has reason to believe the statement is in error. In
                  addition, effective January l, 1989, hardship withdrawals
                  shall be further limited to prevent the distribution of
                  earnings on Basic Pretax Savings Contributions and Unmatched
                  Pretax Savings Contributions to Participants who have not
                  attained age 59-1/2, and also to prevent the distribution of
                  earnings on Company Contributions to the extent necessary to
                  satisfy the withdrawal restrictions of Code section
                  401(k)(2)(B) in the event that such Company Contributions have
                  been used to satisfy the average deferral percentage test of
                  section 4.8 or the contribution percentage test of section
                  5.3.

                  (d)      If a Participant receives a hardship distribution
                           pursuant to this Section, the Participant's right to
                           make Basic Pretax Savings Contributions and Unmatched
                           Pretax Savings Contributions to this Plan pursuant to
                           sections 4.1 and 4.2 shall be suspended for a period
                           of 12 months following the month in which the
                           hardship distribution is made. The Participant may
                           resume his/her Basic Pretax Savings Contributions and
                           Unmatched Pretax Savings Contributions as of the
                           Entry Date next following the completion of said
                           12-month period. In addition, the Participant's Basic
                           Pretax Savings Contributions and Unmatched Pretax
                           Savings Contributions to


                                      -38-

<PAGE>   44



                           this Plan, plus his/her elective contributions to any
                           other plan sponsored by the Employer, for the
                           calendar year following the calendar year in which
                           the hardship distribution is made may not exceed the
                           difference between Seven Thousand Dollars ($7,000.00)
                           (as adjusted for cost-of-living increases pursuant to
                           section 402(g) of the Code for the calendar year
                           following the distribution) and the Participant's
                           Basic Pretax Savings Contributions and Unmatched
                           Pretax Savings Contributions to this Plan, plus
                           his/her elective contributions to any other plan
                           sponsored by the Employer, for the calendar year in
                           which the distribution is made.

         6.10 Debiting of Investment Funds. If a Participant making less than a
total withdrawal of his/her Accounts under section 6.8 and/or 6.9 has his/her
Accounts invested in more than one Investment Fund, the amount withdrawn from
such Accounts shall be debited against each of the Investment Funds in which
such Accounts are invested pro rata.

         6.11 Loans to Participants. The Committee has instituted a loan program
whereby, upon written application of a Participant, the Committee may permit the
Plan to make a loan to such Participant, provided that all loans shall comply
with such rules and regulations as the Committee may establish for making Plan
loans and with the following terms and conditions:

                  (a)      Loans shall be made available, on a nondiscriminatory
                           and reasonably equivalent basis to all Participants
                           who are actively employed by the Company or are
                           otherwise required to be eligible for loans under the
                           Code or ERISA because of their status as disqualified
                           persons or parties in interest. A former employee may
                           not obtain a loan from the Plan unless he/she is a
                           party in interest as defined in section 3(14) of
                           ERISA. No loan shall be granted to a Participant who
                           has a currently outstanding loan or a prior loan that
                           has not been repaid in full for a period of at least
                           three full months prior to the month of the loan. The
                           three-month period specified in the preceding
                           sentence shall run from the date the Trustee actually
                           credits the loan payment to the Participant's
                           Accounts, rather than from the date the Participant
                           repays the loan.

                  (b)      A Participant who receives a loan from the Plan must
                           sign a note payable to the Trust in the proper amount
                           on a form prescribed by the Committee and authorize
                           payroll deductions for payment of interest and
                           principal during any period of his/her employment as
                           an Employee in accordance with procedures adopted by
                           the Committee. The loan shall be evidenced by the
                           Participant's promissory note and shall be secured by
                           an assignment of the Participant's vested interest in
                           his/her Accounts and such additional collateral as
                           the Committee may deem necessary, provided that in no
                           event shall the loan be secured by an assignment of
                           more than 50% of the Participant's vested
                           (non-forfeitable) interest in his/her Accounts. In
                           determining whether a pledge of additional collateral
                           is necessary, the Committee shall consider the
                           Participant's credit worthiness


                                      -39-

<PAGE>   45


                           and the impact on the Plan in the event of default
                           under the loan prior to the Participant's benefit
                           commencement date. To secure repayment of the loan,
                           the Participant shall, within the 90-day period
                           before the loan is made, consent to any distribution
                           resulting from the setoff of the loan against the
                           Participant's Accounts under subsection (g). Any loan
                           processing fee (charged by a person other than the
                           Company) shall be deducted from the principal amount
                           available to the Participant.

                  (c)      The amount of the loan shall not be less than $1,000
                           nor more than the least of:

                           (1)    $50,000, reduced by the highest outstanding
                                  balance of loans to the Participant from the
                                  Plan during the 1-year period ending on the
                                  day the loan is made;

                           (2)    50 percent of the vested balance in all of
                                  such Participant's Accounts at the time of the
                                  loan; or

                           (3)    100 percent of the Participant's vested
                                  balance in all of such Participant's Accounts
                                  (excluding any balances in his/her Prior
                                  Account, Frozen Account, or Rollover Account)
                                  at the time of the loan.

                           If such Participant is also covered under another
                           qualified plan maintained by the Company or an
                           Affiliate, the limitations of clauses (1) and (2)
                           above shall be applied as though all such qualified
                           plans are one plan.

                  (d)      The repayment period for any loan shall be determined
                           by the Committee and shall not extend beyond five
                           years; provided, however, that if the Participant can
                           show, by proof satisfactory to the Committee, that
                           the loan will be used to acquire any dwelling unit
                           which, within a reasonable time, is to be used as the
                           principal residence of the Participant (a "Home
                           Loan"), then the repayment period may extend to 15
                           years. Moreover, the Committee may, under uniform
                           rules, limit the duration of loans to a shorter
                           period than the maximum periods specified above so
                           that, for example, the Plan does not grant any Home
                           Loans and grants regular loans for a maximum duration
                           of 54 months to part-time Employees so as to comply
                           with the foregoing maximum limits while allowing for
                           the possible effect of repayment suspensions during
                           unpaid leaves of absence. Effective December 12,
                           1994, loan repayments will be suspended as permitted
                           under section 414(u) of the Code.

                  (e)      Each loan shall bear a reasonable interest rate as
                           determined by the Committee in accordance with the
                           Code, ERISA, and applicable rulings and regulations.
                           Unless otherwise specified by the Committee, the rate

                                      -40-

<PAGE>   46


                           shall be equal to the average of the rates of Phoenix
                           banks for certificates of deposit with maturities
                           equivalent to the terms of the loan, as determined at
                           the beginning of the month in which the loan is
                           granted. The interest rate so determined shall be
                           fixed for the term of the loan.

                  (f)      The Committee shall establish a Loan Account for the
                           Participant, and shall credit the Loan Account with
                           an amount equal to the principal amount of the loan
                           granted. Loans shall be processed on a monthly basis.
                           When a loan is made, the principal amount shall be
                           withdrawn pro rata from each Investment Fund in which
                           the Participant's Accounts (other than the Prior
                           Account, the Frozen Account or the Rollover Account)
                           are invested as of the most recent Valuation Date.
                           Each repayment of principal on the loan received by
                           the Trustee from the Participant shall reduce the
                           balance credited to the Participant's Loan Account
                           and each payment of principal and interest shall
                           increase pro rata the amount invested in each
                           Investment Fund in accordance with the Participant's
                           investment elections at the time of such repayment.

                  (g)      Except in the case of lump sum prepayments described
                           below, repayment in substantially equal installments
                           occurring not less frequently than quarterly of
                           interest and principal shall be accomplished through
                           regular payroll deductions (or by check or other
                           means of payment satisfactory to the Committee in the
                           case of a former Employee who continues his/her
                           outstanding loan). The Committee may restrict loan
                           amounts if payroll withholdings for repayment would
                           exceed 20 percent of Compensation. Repayment of the
                           substantially equal installments occurring not less
                           frequently than quarterly shall resume as of the date
                           the Participant returns to pay status, and any
                           remaining unpaid balance at the end of the maximum
                           five-year term of the loan (or 15-year term in the
                           case of a Home Loan) shall be paid in a final lump
                           sum installment at such time. Except as may be
                           prohibited by the rules of particular Investment
                           Funds from which loan amounts are taken or to which
                           loan repayments are directed, a Participant shall be
                           entitled at any time to prepay, without penalty, the
                           total accrued interest and outstanding principal
                           amount of the loan by direct payment, but shall not
                           be allowed to make partial prepayments of amounts
                           that are not currently due under the regular
                           repayment schedule for the loan. If a Participant is
                           in default by more than 90 days on any loan payment
                           that is due and payable, the note in the
                           Participant's Loan Account shall be canceled and the
                           principal deemed distributed to him/her by the Trust
                           Fund as soon as practicable thereafter, provided that
                           the Participant has had a hardship or a termination
                           of employment or is otherwise eligible for such
                           deemed distribution and loan cancellation under the
                           Code and ERISA. If a Participant terminates
                           employment before his/her loan is repaid in full,
                           his/her outstanding balance (including principal and
                           accrued interest) shall become




                                      -41-

<PAGE>   47


                           immediately due and payable if he/she is not a "party
                           in interest" as defined in ERISA section 3(14).

                  (h)      The Plan's security interest in a Participant's
                           Account shall be superior to an Alternate Payee's
                           right to receive a distribution pursuant to a
                           Qualified Domestic Relations Order. In the event the
                           Plan Administrator is presented with a Qualified
                           Domestic Relations Order with respect to a
                           Participant having an outstanding Participant loan,
                           the Plan Administrator shall not be required to make
                           any distribution to the Alternate Payee if
                           immediately following said distribution the sum of
                           the Participant's share of Plan benefits awarded
                           under the Qualified Domestic Relations Order and the
                           Alternate Payee's share of Plan benefits awarded
                           under the Qualified Domestic Relations Order is less
                           than two times the then outstanding balance of said
                           loan(s). All outstanding Participant loans shall be
                           allocated to the Participant's Account and treated as
                           a separate investment of the Participant's Account,
                           and Participant shall be responsible for the
                           repayment of all loans from the Plan, except that
                           Alternate Payee's share of Plan benefits shall
                           continue to serve as security for outstanding loans.

                  (i)      The foregoing provisions of this section 6.11
                           notwithstanding, the Committee reserves the right to
                           stop granting loans to Participants at any time.

         6.12 Requirement for Consent to Certain Distributions. Notwithstanding
any other provision regarding the Plan distributions, the Plan may not
immediately distribute the balance of a Participant's Account that exceeds
$5,000 for distributions made on or after January 1, 1997, even if the
Participant terminated employment before such date, without the written consent
of the Participant. If a Participant has begun to receive distributions pursuant
to an optional form of benefit under which at least one scheduled periodic
distribution remains to be made, and if the Participant's Account, determined at
the time of the first distribution under that optional form of benefit, exceeded
the cash-out limit currently in effect under this section 6.12, then the
Participant's Account is deemed to continue to exceed the cash-out limit. Where
the Participant does not consent to a distribution that is subject to the
requirement set forth in the first sentence of this section, this section shall
be interpreted and administered so as to comply with Code section 411(a)(11) by
delaying any distribution that might otherwise be required under the Plan to the
extent necessary to comply with said Code section.

         6.13 Eligible Rollover Distributions. Eligible rollover distributions
from the Plan shall comply with the requirements of Code section 401(a)(31) as
follows. This section applies to distributions made on or after January 1, 1993.
Notwithstanding any provision of the Plan to the contrary that would otherwise
limit a distributee's election under this section, a distributee may elect, at
the time and in the manner prescribed by the Committee, to have any portion of
an eligible rollover distribution paid directly to an eligible retirement plan
specified by the distributee in a direct rollover. For purposes of this section,
the following definitions shall apply.


                                      -42-

<PAGE>   48

         An "eligible rollover distribution" is any distribution of all or any
         portion of the balance to the credit of the distributes, except that an
         "eligible rollover distribution" does not include: any distribution
         that is one of a series of substantially equal periodic payments (not
         less frequently than annually) made for the life (or life expectancy)
         of the distributes and the distributee's designated Beneficiary, or for
         a specified period of ten years or more; any distribution to the extent
         such distribution is required under section 401 (a) (9) of the Code;
         the portion of any distribution that is not includible in gross income
         (determined without regard to the exclusion for net unrealized
         appreciation with respect to employer securities); and, effective for
         distributions made after December 31, 1999, any distribution made on
         account of hardship; and provided further that the determination of
         what constitutes an "eligible rollover distribution" shall at all times
         be made in accordance with the current rules of Code section 402 (c),
         which shall be controlling for this purpose.

         An "eligible retirement plan" is an individual retirement account
         (described in section 408(a) of the Code, an individual retirement
         annuity described in section 408 (b) of the Code, an annuity plan
         described in section 403(a) of the Code, or a qualified trust described
         in section 401(a) of the Code that accepts the distributee's eligible
         rollover distribution. However, in the case of an eligible rollover
         distribution to the surviving spouse, an "eligible retirement plan" is
         an individual retirement account or individual retirement annuity.

         A "distributee" includes an Employee or former Employee. In addition,
         the Employee's or former Employee's surviving spouse and the Employee's
         or former Employee's spouse or former spouse who is the alternate payee
         under a qualified domestic relations order, as defined in section
         414(p) of the Code, are distributees with regard to the interest of the
         spouse or former spouse.

         A "direct rollover" is a payment by the Plan to the eligible retirement
         plan specified by the distributee. In prescribing the manner of making
         elections with respect to eligible rollover distributions, as described
         above, the Committee may provide for the uniform, nondiscriminatory
         application of any restrictions permitted under applicable sections of
         the Code and related rules and regulations, including a requirement
         that a distributee may not elect a partial direct rollover in an amount
         less than $500 and a requirement that a distributee may not elect to
         make a direct rollover from a single eligible rollover distribution to
         more than one eligible retirement plan. Moreover, if a distribution is
         one to which sections 401(a)(11) and 417 of the Code do not apply, such
         distribution may commence less than 30 days after the notice required
         under section 1.411(a)-11(c) of the Income Tax Regulations is given,
         provided that:

                           (1)    The Plan Administrator clearly informs the
                                  Participant that the Participant has a right
                                  to a period of at least 30 days after
                                  receiving the notice to consider the decision
                                  of whether or not to elect a distribution
                                  (and, if applicable, a particular distribution
                                  option), and

                                      -43-

<PAGE>   49



                           (2)    The Participant, after receiving the notice,
                                  affirmatively elects a distribution.

         6.14 Underpayment or Overpayment of Benefits. In the event that,
through misstatement or computational error, benefits are underpaid or overpaid,
there shall be no liability for any more than the correct benefit sums under the
Plan. The amount of any underpayment shall be paid to a Participant or
Beneficiary in one lump sum. A Participant or Beneficiary shall repay any
overpayment in a lump sum, unless the Committee, in its discretion, determines
that this will cause the Participant to suffer an economic hardship, in which
case the Committee may make special arrangements with the Participant or
Beneficiary to procure repayment, including, but not limited to, deducting the
overpayment from future payments under the Plan.

                         Article 7 Investment Elections

         7.1 Participant Directed Individual Account Plan. This Plan is intended
to constitute a participant directed individual account plan under section
404(c) of ERISA. As such, Participants shall be provided the opportunity to
exercise control over the investment of their Accounts and to choose from a
broad range of investment alternatives.

         7.2 Employee Selected Investment Funds.

                  (a)      The Committee, pursuant to uniform and
                           non-discriminatory rules, shall establish three or
                           more Investment Funds in accordance with the terms
                           and provisions of this Article 7. In establishing the
                           Investment Funds, the Committee shall select
                           investment alternatives which provide each
                           Participant with a broad range of investment
                           alternatives in accordance with Department of Labor
                           Regulation section 2550.404c-1(b)(3). The available
                           Investment Funds may be changed or supplemented from
                           time to time by action of the Committee. One of the
                           investment alternatives will be a fund invested in
                           Company Securities, which shall be referred to as the
                           "Company Stock Fund".

                  (b)      Each Participant shall designate, on a form supplied
                           by the Committee, signed by the Participant and
                           delivered to the Committee, the Investment Funds
                           established pursuant to paragraph (a), above, in
                           which amounts held in his/her Accounts are to be
                           invested. Notwithstanding the foregoing, effective
                           September 1, 1999, each Participant, including those
                           who are automatically enrolled in the Plan in
                           accordance with section 4.1, shall designate the
                           Investment Funds established pursuant to paragraph
                           (a), above, in which amounts held in his/her Accounts
                           are to be invested by utilizing the telephonic
                           enrollment system. The Committee, in its discretion,
                           will invest the portion of the Participant's Accounts
                           for which the Participant has not issued any
                           investment directions in accordance with this Plan
                           and the Trust Agreement. The investment directive of
                           a




                                      -44-

<PAGE>   50


                           Participant shall be effective until another
                           directive is received by the Committee.

         7.3 Exercise of Control.

                  (a)      Each Participant may direct that all of the amounts
                           attributable to his/her Accounts be invested in a
                           single Investment Fund or may direct 5% increments
                           (falling within the range from 10% to 100%) of
                           his/her Accounts to be invested in such Investment
                           Fund(s) as he/she shall desire in accordance with
                           uniform procedures promulgated by the Committee. Each
                           Participant, in accordance with such rules, may
                           change investment directions to provide for the
                           investment of existing Account balances or future
                           contributions among the various Investment Funds in
                           such increments, or all to any one of them, prior to
                           September 1, 1999, as the Participant shall elect on
                           a form provided by the Committee, signed by the
                           Participant and delivered to the Committee, or, on or
                           after September 1, 1999, as the Participant shall
                           elect utilizing the telephonic enrollment system. The
                           Committee shall provide Participants the opportunity
                           to receive written confirmation of any such
                           investment direction. The Trustee and Committee shall
                           be obligated to comply with such instruction except
                           as provided in paragraph (d) below. The Committee
                           shall promulgate uniform and nondiscriminatory rules
                           constituting the investment direction policy under
                           the Plan which shall be communicated to Participants
                           regarding:

                           (1)    The frequency of change of investment
                                  direction of current account balances among
                                  Investment Funds;

                           (2)    The frequency of change of investment
                                  direction of future contributions among
                                  Investment Funds;

                           (3)    The effective dates of instructions regarding
                                  investment directions and changes in
                                  investment directions;

                           (4)    The fractional (percentage) limitations, if
                                  any, in which current Account balances may be
                                  invested and/or transferred between Investment
                                  Funds;

                           (5)    The fractional (percentage) limitations, if
                                  any, in which future contributions are to be
                                  invested between Investment Funds; and

                           (6)    The periods within which direction must be
                                  given if it is to be effective for a
                                  particular period.

Procedures with regard to any one or more Investment Funds may vary to reflect
the variable or contrasting characteristics of a particular investment
alternative, provided that Participants are


                                      -45-

<PAGE>   51



given the opportunity to give investment instructions with respect to each
investment alternative available under the Plan with a frequency which is
appropriate in light of the market volatility to which the investment
alternative may reasonably be expected to be subject and that any restrictions
on the frequency of investment instructions are in accordance with Department of
Labor Regulation section 2550.404c-1(b)(2)(ii)(C).

         Notwithstanding the foregoing or anything in the Plan or Trust
Agreement to the contrary, any discretionary Company Contributions made in the
form of Company Securities in accordance with section 5.2 shall be initially
invested in the Company Stock Fund. Any Participant whose share of discretionary
Company Contributions is invested in the Company Stock Fund in accordance with
the preceding sentence may elect to transfer such amounts among the other
available Investment Funds, in accordance with such uniform and
nondiscriminatory procedures as may be established by the Committee concerning
matters such as the timing and amount of transfers.

                  (b)      The Committee shall provide each Participant with the
                           opportunity to obtain sufficient information to make
                           informed decisions with regard to investment
                           alternatives available under the Plan, and incidents
                           of ownership related to such investment. The
                           Committee shall promulgate and distribute to
                           Participants an explanation that the Plan is intended
                           to comply with section 404(c) of ERISA and any relief
                           from fiduciary liability resulting therefrom, a
                           description of investment alternatives available
                           under the Plan, an explanation of the circumstances
                           under which Participants may give investment
                           instructions and any limitations thereon, along with
                           all other information and explanations required under
                           Department of Labor Regulation section
                           2550.404c-1(b)(2)(B)(1). In addition, the Committee
                           shall provide information to Participants upon
                           request as required by Department of Labor Regulation
                           section 2550.404c-1(b)(2)(B)(2). Neither the
                           Employer, Committee, Trustee, nor any other
                           individual associated with the Plan or the Employer
                           shall give investment advice to Participants with
                           respect to Plan investments. The providing of
                           information pursuant to this Article 7 shall not in
                           any way be deemed to be the providing of investment
                           advice, and shall in no way obligate the Company, any
                           other Employer, the Committee, the Trustee or any
                           other individual associated with the Plan to provide
                           any investment advice.

                  (c)      The Committee, pursuant to uniform and
                           nondiscriminatory rules, may charge each
                           Participant's Accounts for the reasonable expenses of
                           carrying out investment instructions directly related
                           to such Account, provided that each Participant is
                           periodically (not less than quarterly) informed of
                           such actual expenses incurred with respect to his/her
                           respective accounts.

                  (d)      The Committee shall decline to implement any
                           Participant instructions if: (i) the instruction is
                           inconsistent with any provisions of the Plan or Trust


                                      -46-

<PAGE>   52



                           Agreement; (ii) the instruction is inconsistent with
                           any investment direction policies adopted by the
                           Committee from time to time; (iii) implementing the
                           instruction would not afford a Plan fiduciary
                           protection under section 404(c) of ERISA; (iv)
                           implementing the instruction would result in a
                           prohibited transaction under section 406 of ERISA or
                           section 4975 of the Code; (v) implementing the
                           instruction would result in taxable income to the
                           Plan; (vi) implementing the instruction would
                           jeopardize the Plan's tax qualified status; or (vii)
                           implementing the instruction could result in a loss
                           in excess of a Participant's Account balance. The
                           Committee, pursuant to uniform and nondiscriminatory
                           rules, may promulgate additional limitations on
                           investment instruction consistent with section 404(c)
                           of ERISA from time to time.

                  (e)      A Participant shall be given the opportunity to make
                           independent investment directions. No Plan fiduciary
                           shall subject any Participant to improper influence
                           with respect to any investment decisions, and nor
                           shall any Plan fiduciary conceal any non-public facts
                           regarding a Participant's Plan investment unless
                           disclosure is prohibited by law. Plan fiduciaries
                           shall remain completely neutral in all regards with
                           respect to Participant investment direction. A Plan
                           fiduciary may not accept investment instructions from
                           a Participant known to be legally incompetent, and
                           any transactions with a fiduciary, otherwise
                           permitted under this Article 7 and the uniform and
                           nondiscriminatory rules regarding investment
                           direction promulgated by the Committee, shall be fair
                           and reasonable to the Participant in accordance with
                           Department of Labor Regulation section 404c-1(c)(3).

         7.4 Limitation of Liability and Responsibility. The Trustee, the
Committee and the Employer shall not be liable for acting in accordance with the
directions of a Participant pursuant to this Article 7 or for failing to act in
the absence of any such direction. The Trustee, the Committee and the Employer
shall not be responsible for any loss resulting from any direction made by a
Participant and shall have no duty to review any direction made by a
Participant. The Trustee shall have no obligation to consult with any
Participant regarding the propriety or advisability of any selection made by the
Participant.

         7.5 Former Participants and Beneficiaries. For purposes of this Article
7, the term "Participant" shall be deemed to include former Participants and the
Beneficiaries of any deceased Participants.

         7.6 Transfer of Assets. If the Company is serving as an intermediary in
conveying the investment elections of Participants, the Committee shall direct
the Trustee to transfer moneys or other property to or from the various
Investment Funds as may be necessary to carry out the aggregate transfer
transactions after the Committee has caused the necessary entries to be made in
the Participants' Accounts in the Investment Funds and has reconciled offsetting
transfer elections, in accordance with uniform rules therefore established by
the Committee. The

                                      -47-

<PAGE>   53




foregoing sentence shall be inapplicable if Participants are, in accordance with
current procedures for investment elections, communicating their elections
directly to the appropriate Investment Fund agent.

         7.7 Voting, Tender Offers, or Similar Rights. Unless passed through to
the Participants, the Trustee, in its discretion, shall vote all proxies
relating to the exercise of voting, tender or similar rights which are
incidental to the ownership of any asset which is held in any Investment Fund,
other than the Company Stock Fund. Subsequent to a Participant's investment in
the Company Stock Fund, the Participant shall be entitled to vote such shares in
accordance with section 4(e) of the Trust Agreement, and approve or reject any
tender offers in accordance with section 4(e) of the Trust Agreement. Except as
otherwise specified by the Board, the Committee shall have the duties and
responsibilities assigned to the Named Fiduciary in section 4(e) of the Trust
Agreement, and the Company shall have the duties and responsibilities assigned
to the Sponsor in that section 4(e).

         7.8 Investment Restrictions Due to Securities Laws. No Participant or
Beneficiary who is a Company officer, director, or ten percent beneficial owner
subject to reporting and potential liability for short-swing profits under
section 16 of the Securities Exchange Act of 1934 (hereinafter, a "section 16
Insider") shall be permitted to acquire or retain an Account balance that is
invested the Company Stock Fund. This investment restriction takes precedence
over other, more general investment rules stated elsewhere in the Plan. The
Committee shall provide for adequate coordination with the Plan's recordkeeper
and take other appropriate steps to ensure that this investment restriction will
be administered, consistent with applicable qualification and fiduciary
requirements under the Code and ERISA, in a manner that furthers the purpose of
eliminating the need for section 16 Insiders to report Plan transactions
pursuant section 16 of the Securities Exchange Act of 1934. In addition to
prohibiting new Company Stock Fund investments by Participants and Beneficiaries
who are section 16 Insiders, the Committee shall establish appropriate rules
under which a Participant or Beneficiary who has an existing balance in the
Company Stock Fund and is, or at some future time becomes, a section 16 Insider
will be required to dispose of such balance as soon as practicable. This section
7.8 does not limit the Company Stock Fund investments of Participants and
Beneficiaries who are not now, and are not expected to become, section 16
Insiders. Thus, it does not prevent the Trust from acquiring a level of
ownership in the Company's common stock that could cause the Trust to become a
section 16 Insider.

         7.9 Confidentiality Requirements. Because Participants are permitted to
invest in Company Securities, the Company must establish written procedures in
order to safeguard the confidentiality of information relating to the purchase,
holding and sale of Company Securities and the exercise of voting, tender and
similar rights. While the Committee may adopt expanded confidentiality
procedures, this section 7.9 shall constitute the confidentiality procedures for
the Plan until such time as expanded procedures, if any, are adopted.
Information relating to the purchase, holding and sale of Company Securities and
the exercise of voting, tender and similar rights shall be held in confidence
and not divulged to the Company, or any other officer or Employee thereof, or
any other person except to the extent necessary to ensure that a Participant's
directions to purchase, hold or sell Company Securities or the Participant's
exercise



                                      -48-

<PAGE>   54


of voting, tender or similar rights are given effect. Any person who willfully
or negligently violates the confidentiality rules espoused in the preceding
sentence will be subject to disciplinary action, and, to the extent the
Committee deems it necessary, will be relieved of any duties which allow the
person to gain access to such confidential information. The Committee shall
appoint a person (the "confidentiality fiduciary") to monitor compliance with
the foregoing procedures, and/or any expanded procedures adopted by the
Committee. The confidentiality fiduciary shall appoint an independent fiduciary
to carry out activities relating to any situations that the confidentiality
fiduciary determines involve a potential for undue influence upon Participants
and Beneficiaries with regard to the direct or indirect exercise of shareholder
rights. For purposes of this section, a fiduciary is not independent if the
fiduciary is affiliated with the Company or its Affiliates.

             Article 8  Participant Accounts and Records of the Plan

         8.1 Accounts and Records. The Committee shall maintain or cause to be
maintained, accounts and records which shall accurately disclose the status of
the Accounts of each Participant or his/her Beneficiary in the Plan. Each
Participant's Pretax Savings Account, Prior Account, Frozen Account, Company
Contributions Account, and Rollover Account shall be assigned an appropriate
share of each Investment Fund in which the Participant's Accounts are invested,
based on the times and the amounts of the Participant's investments in, and
withdrawals from, each such Investment Fund with respect to each such Account.
The records relative to a Participant's Accounts shall permit a determination as
of any Valuation Date of the current value of his/her Accounts in the Trust
Fund. Each Participant shall be advised from time to time, at least once each
Plan Year, as to the status of his/her Accounts and the portions thereof
attributable to his/her Pretax Savings Account, Prior Account, Frozen Account,
Company Contributions Account, and Rollover Account. Nothing in this Plan shall
prevent the aggregation of the separate Accounts of any group of Participants
for recordkeeping purposes, provided that it is possible as of any Valuation
Date to determine the separate interest of each Participant in such aggregated
Account, as well as the vested and nonvested portions thereof, and the portion
that is attributable to each separate Investment Fund.

In general, disbursements on account of loans, withdrawals, or distributions
following a termination of employment shall be made monthly and shall be
accounted for as occurring as of the most current Valuation Date coinciding with
or immediately preceding the disbursement. Consequently, no adjustment shall be
made for earnings or investment gains or losses occurring since such Valuation
Date. However, at any time that Valuation Dates are occurring no more frequently
than monthly, the Committee may suspend the practice of making and accounting
for disbursements as of a prior Valuation Date whenever special circumstances
indicate that this step is necessary in order to protect the assets of the Plan
and the share of all Participants and Beneficiaries in such assets. An
indication of the existence of such special circumstances will occur if the
disbursements to be processed indicate that a reduction of more than 10 percent
will occur in the number of Participant Accounts invested in a particular
Investment Fund or if the market value of the principal investment assets of a
particular Investment Fund has declined by more than 20 percent since the last
Valuation Date. Moreover, at any such time, the Participant or Beneficiary
receiving the disbursement may, at his/her election, avoid the use of a prior

                                      -49-

<PAGE>   55



Valuation Date by delaying his/her disbursement until the next monthly (or
other, less frequent) Valuation Date. If a disbursement is delayed until the
next monthly (or other, less frequent) Valuation Date, the recipient shall
receive an adjustment to his/her Account for earnings and investment gains or
losses up to such next Valuation Date.

Following the merger of the Framers Plan with and into the Plan, the accounts of
all Participants in the Framers Plan will be transferred from the Framers Plan
to this Plan. The Committee and the Trustee are hereby authorized and directed
to accept the transfer of assets and liabilities from the Framers Plan. The
assets transferred to this Plan from the Framers Plan shall be credited to the
most appropriate Account(s) under this Plan as determined by the Committee. For
example, any deferral contributions made by a Participant under the Framers Plan
would be credited to the Participant's Pretax Savings Account under this Plan.

         8.2 Valuation of Investment Funds. As of each Valuation Date, the
Trustee shall determine the fair market value of the assets of each Investment
Fund, including uninvested cash (if any), accrued interest and dividends, and
shall notify the Company of the value so determined. Assets for which there is a
readily ascertainable market shall be valued by the Trustee at their fair market
value, determined by the last known sale on the Valuation Date as of which the
market value is determined, provided that the use of average daily book value or
other similar method may be used to value any guaranteed investment contract
fund in accordance with established procedures that are generally followed for
purposes of arm's length transactions involving such a Fund. In the absence of a
sale on the Valuation Date, the fair market value of such assets, as well as
other assets for which there is no readily ascertainable fair market value,
shall be determined by the Trustee in such manner as the Trustee shall consider
appropriate.

         8.3 Valuation Adjustments. As of each Valuation Date, the prior
balances in the Accounts of a Participant or Beneficiary shall be updated as
follows if transactions are not being processed on a daily basis. First, such
prior balances shall be reduced by the amount of any payouts due to loans,
withdrawals, or distributions occurring during the valuation period and shall be
increased by the amount of any contributions or loan repayments during such
period to the extent that such contributions or repayments are considered to be
available as of the first day of the valuation period under rules approved by
the Committee.

The adjusted prior Account balances, as described above, shall then be further
adjusted, upward or downward, in proportion to the adjusted Account balance of
each Participant or Beneficiary in each Investment Fund so as to reflect the
results of earnings and investment gains or losses during the valuation period.
Finally, the Account balances so obtained shall be increased by any
contributions or loan repayments during the valuation period (other than those
previously added as an Account adjustment) which are considered available as of
the new Valuation Date. The resulting net credit balances in the Accounts shall
reflect their current status as of the new Valuation Date and shall also become
the starting point for the adjustment of prior Account balances as adjusted for
transfers for purposes of the next following Valuation Date.

The sum of the net credit balances attributable to an Investment Fund shall
equal the net value of such Fund as of the current Valuation Date. The Committee
shall determine the net value of an

                                      -50-

<PAGE>   56


Investment Fund by subtracting from the fair market value of assets (as reported
by the Trustee) held in such Investment Fund any expenses, withdrawals,
distributions and transfers chargeable to that investment Fund which have been
incurred but not yet paid. All determinations made by the Trustee with respect
to fair market values and determinations of the Committee concerning net value
shall be made in accordance with generally accepted principles of trust
accounting, and such determinations when so made by the Trustee and the
Committee shall be conclusive and binding upon all persons having an interest
under the Plan.

                              Article 5  Financing

         9.1 Financing. The Company shall maintain a Trust Fund to finance the
benefits under the Plan, by entering into one or more Trust Agreements or
insurance contracts approved by the Company, or by causing insurance contracts
to be held under a Trust Agreement. Any Trust Agreement or any insurance
contract that is not held in trust is designated as and shall constitute a part
of this Plan, and all rights which may accrue to any person under this Plan
shall be subject to all the terms and provisions of such Trust Agreement or
insurance contract. A Trustee shall be appointed by the Board of Directors and
shall have such powers as provided in the Trust Agreement.

The Committee shall have responsibility for selecting the Investment Managers,
if any, who shall direct the Trustee in the investment of the assets of any or
all of the available Investment Funds, and for selecting the insurance contracts
or securities issued by regulated investment companies or trusts that shall be
used by the Trustee in making investments under each Fund to the extent that the
Fund's assets are not to be invested by the Trustee acting in its own discretion
or pursuant to the direction of an Investment Manager. The Committee shall
instruct the Trustee as to the specific Investment Managers and/or regulated
investment company or trust securities or insurance contracts that it has
selected for each Fund. In the event that the Committee has not given the
Trustee or an Investment Manager responsibility for managing the assets of a
particular Fund and has not directed the Trustee to invest the assets of such
Fund in a particular insurance contract or in particular securities issued by a
regulated investment company or trust, the Trustee shall invest the assets of
such Fund according to its best judgment.

         9.2 Company Contributions. The Company shall make such contributions to
the Trust Fund as are required by this Plan, subject to the right of the Company
to discontinue the Plan.

         9.3 Non-Reversion. Anything in this Plan to the contrary
notwithstanding, it shall be impossible at any time for the contributions of the
Company or any part of the Trust Fund to revert to the Company or an Affiliate
or to be used for or diverted to any purpose other than the exclusive benefit of
Participants or their Beneficiaries, except that:

                  (a)      If a contribution or portion thereof is made by the
                           Company by a mistake of fact, upon written request to
                           the Committee, such contribution or such portion and
                           any increment thereon shall be returned to the
                           Company within one year after the date of payment;
                           and

                                      -51-

<PAGE>   57



                  (b)      In the event that a deduction for any contributions
                           made by the Company is disallowed by the Internal
                           Revenue Service in any Plan Year, then that portion
                           of the Company Contribution that is not deductible
                           shall be returned to the Company within one year from
                           the date of receipt of notice by the Internal Revenue
                           Service of the disallowance of the deduction.

                  (c)      Notwithstanding anything herein to the contrary, the
                           maximum amount that may be returned to the Company
                           pursuant to subparagraphs (a) and (b) above is
                           limited to the portion of such contribution
                           attributable to the mistake of fact or the portion of
                           such contribution deemed non-deductible (the "excess
                           contribution"). Earnings attributable to the excess
                           contribution will not be returned to the Company, but
                           losses attributable thereto will reduce the amount
                           returned.

                           Article 10  Administration

         10.1 The Committee. The Plan Administrator shall be the Company, but
the Company delegates its duties as such to the Benefits Advisory Committee (the
"Committee") appointed by the Board of Directors. The Committee shall be
composed of as many members as the Board of Directors may appoint from time to
time, but not fewer than 3 members, and shall hold office at the pleasure of the
Board of Directors. Such members may, but need not, be Employees of the Company.
Any member of the Committee may resign by delivering his/her written resignation
to the Board of Directors with 30 days' advance notice.

Vacancies in the Committee arising by resignation, death, removal or otherwise,
shall be filled by the Board of Directors. The Company shall be the Named
Fiduciary under the Plan and under the Trust Agreement, in accordance with
ERISA.

         10.2 Compensation and Expenses. The members of the Committee shall
serve without compensation for services as such a member. Any member of the
Committee may receive reimbursement by the Company of expenses properly and
actually incurred. All expenses of the Committee shall be paid out of the Plan
assets unless paid directly by the Company. Such expenses shall include any
expenses incident to the functioning of the Committee, including, but not
limited to, fees of the Plan's accountants, outside counsel and other
specialists and other costs of administering the Plan.

         10.3 Manner of Action. A majority of the members of the Committee at
the time in office shall constitute a quorum for the transaction of business.
All resolutions adopted, and other actions taken by the Committee at any meeting
shall be by the vote of a majority of those present at any such meeting. Upon
concurrence in writing of a majority of the members at the time in office,
action of the Committee may be taken otherwise than at a meeting.

A member of the Committee shall not vote or act upon any matter which relates
solely to such person as a Participant. If a matter arises affecting one of the
members of the Committee as a Participant and the other members of the Committee
are unable to agree as to the disposition of

                                      -52-

<PAGE>   58


such matter, the Board of Directors shall appoint a substitute member in the
place and stead of the affected member, for the sole and only purpose of passing
upon and deciding the particular matter.

         10.4 Chairman, Secretary and Employment of Specialists. The members of
the Committee shall elect one of their number as Chairman and shall elect a
Secretary who may, but need not, be a member of the Committee. They may
authorize one or more of their number or any agent to execute or deliver any
instrument or instruments on their behalf, and may employ such counsel, which
may be in-house counsel of the Company, auditors, and other specialists and such
clerical, medical, actuarial and other services as they may require in carrying
out the provisions of the Plan.

         10.5 Subcommittees. The Committee may appoint one or more subcommittees
and delegate such of its power and duties as it deems desirable to any such
subcommittee, in which case every reference herein made to the Committee shall
be deemed to mean or include the subcommittees as to matters within their
jurisdiction. The members of any such subcommittee shall consist of such
officers or other employees of the Company and such other persons as the
Committee may appoint.

         10.6 Other Agents. The Committee may also appoint one or more persons
or agents to aid it in carrying out its duties in administration of the Plan,
and delegate such of its powers and duties as it deems desirable to such persons
or agents.

         10.7 Records. All resolutions, proceedings, acts and determinations of
the Committee shall be recorded by the Secretary thereof or under his/her
supervision, and all such records, together with such documents and instruments
as may be necessary for the administration of the Plan, shall be preserved in
the custody of the Secretary.

         10.8 Rules. Subject to the limitations contained in the Plan, the
Committee shall be empowered from time to time in its discretion to adopt
by-laws and establish rules for the conduct of its affairs and the exercise of
the duties imposed upon it under the Plan.

         10.9 Committee's Powers and Duties. The Committee shall have
responsibility for the general administration of the Plan and for carrying out
its provisions. The Committee shall have the power and discretion as may be
necessary to discharge its functions hereunder. Without limiting the generality
of the foregoing, the Committee shall have the discretionary authority:

                  (a)      To construe and interpret the Plan, to decide all
                           questions of eligibility and determine the amount,
                           manner and time of payment of any benefits hereunder;

                  (b)      To make a determination as to the right of any person
                           to a benefit;

                  (c)      To obtain from the participating Affiliates and from
                           Employees such information as shall be necessary for
                           the proper administration of the Plan


                                      -53-

<PAGE>   59



                           and, when appropriate, to furnish such information
                           promptly to the Trustees or other persons entitled
                           thereto;

                  (d)      To prepare and distribute, in such manner as the
                           Company determines to be appropriate, information
                           explaining the Plan;

                  (e)      To furnish the participating Affiliates, upon
                           request, such reports with respect to the
                           administration of the Plan as are reasonable and
                           appropriate;

                  (f)      To establish and maintain such accounts in the name
                           of the participating Affiliates and of each
                           Participant as are necessary;

                  (g)      To instruct the Trustee with respect to the payment
                           of benefits hereunder;

                  (h)      To provide for any required bonding of fiduciaries
                           and other persons who may from time to time handle
                           Plan assets;

                  (i)      To prepare and file any reports required by the
                           ERISA;

                  (j)      To engage an independent public accountant to conduct
                           such examinations and to render such opinions as may
                           be required by the ERISA;

                  (k)      To allocate contributions and Trust Fund gains or
                           losses to the Accounts of Participants;

                  (l)      To establish a funding policy and method consistent
                           with the objectives of the Plan and the requirements
                           of ERISA;

                  (m)      To correct any errors and remedy any defects in the
                           administration of this Plan, including, if necessary,
                           by requiring any Employer to make a Qualified
                           Nonelective Contribution that prevents discrimination
                           under Code section 401(k) or 401(m) without
                           materially increasing the cost of the Plan;

                  (n)      To establish reasonable claims procedures in
                           accordance with the terms of this Plan and ERISA; and

                  (o)      To establish procedures for identifying and complying
                           with Qualified Domestic Relations Orders.

         10.10 Committee's Decisions Conclusive. The Committee shall exercise
its powers hereunder in a uniform and nondiscriminatory manner. Any and all
disputes with respect to the Plan which may arise involving Participants, or
their Beneficiaries shall be referred to the Committee and its decision shall be
final, conclusive and binding. Furthermore, if any question arises as to the
meaning, interpretation or application of any provision hereof, the decision of
the Committee with respect thereto shall be final.



                                      -54-

<PAGE>   60


         10.11 Indemnity. To the extent permitted by law, Del Webb Corporation
shall and does hereby jointly and severally indemnify and agree to hold harmless
its employees, officers and directors who serve in fiduciary capacities with
respect to the Plan and Trust Agreement and each member of the Committee (which,
for purposes of this section, includes any Employee to whom the Committee has
delegated fiduciary or other duties) from all loss, damage, or liability, joint
or several, including payment of expenses in connection with defense against any
such claim, for their acts, omissions and conduct, and for the acts, omissions
and conduct of their duly appointed agents, which acts, omission or conduct
constitute or are alleged to constitute a breach of such individual's fiduciary
or other responsibilities under ERISA or any other law, except for those acts,
omissions or conduct resulting from his/her own willful misconduct, willful
failure to act, or gross negligence. The right of indemnity described in the
preceding sentence shall be conditioned upon (i) the timely receipt of notice by
Del Webb Corporation of any claim asserted against the member, which notice, in
the event of a lawsuit shall be given within 10 days after receipt by the member
of the complaint, and (ii) the receipt by Del Webb Corporation of an offer from
the Employee of an opportunity to participate in the settlement or defense of
such claim.

         10.12 Fiduciaries. The fiduciaries named in this Article shall have
only those powers, duties, responsibilities and obligations as are specifically
given them under this Plan or the Trust. The Company and participating
Affiliates shall have the sole responsibility for making the contributions
specified in Article 5. The Board of Directors or the Company, acting through a
duly authorized representative (including the chairman of the Committee to the
extent provided in section 11.1 with respect to amendments) shall have the sole
authority to appoint and remove the Trustee and to amend or terminate, in whole
or in part, this Plan or the Trust. The Committee shall be the Named Fiduciary
under the Plan and shall have the sole responsibility for the administration of
this Plan, which responsibility is specifically described in this Plan and the
Trust Agreement. The officers and Employees of the Company shall have the
responsibility of implementing the Plan and carrying out its provisions as the
Committee shall direct. The Trustee, and any Investment Manager shall have the
sole responsibility for the administration of the Trust and the management of
the assets held under the Trust, to the extent provided in the Trust Agreement.
A fiduciary may rely upon any direction, information or action of another
fiduciary as being proper under this Plan or the Trust, and is not required
under this Plan or the Trust to inquire into the propriety of any such
direction, information or action. It is intended under this Plan and the Trust
that each fiduciary shall be responsible for the proper exercise of his/her or
its own powers, duties, responsibilities and obligations under this Plan and the
Trust and shall not be responsible for any act or failure to act of another
fiduciary. No fiduciary guarantees the Trust Fund in any manner against
investment loss or depreciation in asset value. Any party may serve in more than
one fiduciary capacity with respect to the Plan or Trust.

         10.13 Notice of Address. Each person entitled to benefits from the Plan
must file with the Committee or its agent, in writing, his/her post office
address and each change of post office address. Any communication, statement or
notice addressed to such a person at his/her latest reported post office address
will be binding upon him/her for all purposes of the Plan, and neither the
Committee nor the Company or any Trustee shall be obliged to search for or
ascertain his/her whereabouts.


                                      -55-

<PAGE>   61

         10.14 Data. All persons entitled to benefits from the Plan must furnish
to the Company such documents, evidence or information as the Company considers
necessary or desirable for the purpose of administering the Plan; and it shall
be a condition of the Plan that each such person must furnish such information
and sign such documents as the Company may require before any benefits become
payable from the Plan.

         10.15 Appeals from Denial of Claims. Benefits shall be provided from
this Plan through procedures initiated by the Committee, and the Participant
need not file a claim. However, if a Participant or Beneficiary believes he/she
is entitled to a benefit, or a benefit different from the one he/she receives,
then the Participant or Beneficiary may file a claim for the benefit by writing
a letter to the Committee. If any claim for benefits under the Plan is wholly or
partially denied, the claimant shall be given notice in writing of such denial
within 90 days after receipt of the claim or within an additional 90 days if
special circumstances require an extension of time, and written notice of the
extension shall be furnished to the claimant. Notice of the denial shall set
forth the following information:

                  (a)      The specific reason or reasons for the denial;

                  (b)      Specific reference to pertinent Plan provisions on
                           which denial is based;

                  (c)      A description of any additional material or
                           information necessary for the claimant to perfect the
                           claim and an explanation of why such material or
                           information is necessary;

                  (d)      An explanation that a full and fair review by the
                           Committee of the decision denying the claim may be
                           requested by the claimant or his/her authorized
                           representative by filing with the Company, within 60
                           days after such notice has been received, a written
                           request for such review; and

                  (e)      If such request is so filed, the claimant or his/her
                           authorized representative may review pertinent
                           documents and submit issues and comments in writing
                           within the same 60-day period specified in paragraph
                           (d) above.

The decision of the Committee upon review shall be made by the Committee's
delegate, and shall be made promptly, and not later than 60 days after the
Committee's receipt of the request for review, unless special circumstances
require an extension of time for processing, in which case the claimant shall be
so notified and a decision shall be rendered as soon as possible, but not later
than 120 days after receipt of the request for review. If the claim is denied,
wholly or in part, the claimant shall be given a copy of the decision promptly.
The decision shall be in writing and shall include specific reasons for the
denial, specific references to the pertinent Plan provisions on which the denial
is based and shall be written in a manner calculated to be understood by the
claimant.


                                      -56-

<PAGE>   62

                      Article 11  Amendment And Termination

         11.1 Amendment and Termination. The Company expects the Plan to be
permanent and continue indefinitely, but since future conditions affecting the
Company cannot be anticipated or foreseen, the Company must necessarily and does
hereby reserve the right to amend, modify or terminate the Plan at any time by
action of the Board of Directors or its Human Resources Committee. In addition,
the chair of the Benefits Advisory Committee may make any modifications or
amendments to the Plan that are necessary or appropriate to meet the
requirements of the Code or any other applicable law, as now in effect or
hereafter amended, or any amendment which does not significantly increase
benefit levels or costs. No amendment of the Plan shall cause any part of the
Trust Fund to be used for, or diverted to, purposes other than for the exclusive
benefit of the Participants or their Beneficiaries covered by the Plan.
Retroactive Plan amendments may not decrease the accrued benefits of any
Participant determined as of the beginning of the first Plan Year to which the
amendment applies, or, if later, as of the time the amendment was adopted.

         11.2 Distribution on Termination. Upon termination of the Plan in whole
or in part, or upon complete discontinuance of Employer contributions to the
Plan, the value of the proportionate interest in the Trust Fund of each
Participant affected by such termination or discontinuance shall be determined
by the Committee as of the date of such termination or discontinuance. The
portion of the Accounts of such Participants affected by such termination or
discontinuance shall be fully vested and nonforfeitable.

In the event that the Plan is terminated in whole or in part, or upon a complete
discontinuance of Employer contributions to the Plan, the Committee shall either
promptly direct the Trustee to liquidate and distribute all affected Accounts to
Participants in accordance with section 6.2 as though their employment with the
Employer had terminated or shall direct the Trustee to continue the Plan, in
which event benefits shall be distributed at the times and in the manner
specified in Article Six. Any election made by the Committee pursuant to this
paragraph to either make distributions or to continue the Plan shall be
uniformly applicable to all affected Participants. Prior to the distribution of
any assets from the Trust Fund, the Committee shall allocate all costs and
expenses of liquidation and distribution among the affected Participant
Accounts. Any distribution directed by the Committee pursuant to this section
11.2 shall be made only in accordance with the requirements of Code section
401(k)(10) and any other applicable distribution rules set forth in the Code or
controlling Treasury regulations.

No distributions shall be made pursuant to this section 11.2 until a reasonable
time after (i) the Employer has received from the United States Treasury
Department a determination under the provisions of the Code as to the effect of
such termination or discontinuance upon the qualification of the Plan or (ii)
the Employer waives its right to request such a determination. In the event that
the Employer requests a determination from the Treasury Department and such
determination is unfavorable, then prior to making any distributions hereunder,
the Trustee shall pay any Federal or state income taxes due and shall then
distribute the balance in the manner above provided. The Employer may, by
written notice delivered to the Trustee, waive the Employer's right hereunder to
apply for such determination, or, regardless of whether written

                                      -57-

<PAGE>   63


notice is delivered to the Trustee, if no application for determination shall
have been made within sixty (60) days after the date specified in the
terminating resolution or the date on which the Employer determines that a
partial termination of the Plan has occurred, the Employer shall be deemed to
have waived such right.

         11.3 Corporate Reorganization. In the event the Company is dissolved or
liquidated or shall by appropriate legal proceedings be adjudged a bankrupt, or
in the event judicial proceedings of any kind result in the involuntary
dissolution of the Company, the Plan shall be terminated. The merger,
consolidation or reorganization of the Company, or the sale of the Company or of
all or substantially all of its assets or stock, shall not terminate the Plan if
there is delivery to the Company, by its successor or by the purchaser of all or
substantially all of its stock or assets, a written instrument requesting that
it be substituted for the Company and agreeing to perform all the provisions
hereof which the Company is required to perform. Upon the receipt of said
instrument, with the approval of the Company, the successor or the purchaser
shall be substituted for the Company herein, and each participating Affiliate
and the Company shall be relieved and released from all obligations of any kind,
character or description herein or in any trust agreement.

         11.4 Plan Merger or Transfer. This Plan shall not merge or consolidate
with, or transfer assets and liabilities to, or accept a transfer from, any
other employee benefit plan unless each Participant in this Plan will (if the
plan had then terminated) receive a benefit immediately after the merger,
consolidation or transfer which is not less than the benefit the Participant
would have been entitled to receive immediately before the merger, consolidation
or transfer of assets (if this Plan had then terminated).

Effective as of November 1, 1999, or such later date as may be established by
the Committee, the Framers Plan shall be merged with and into the Plan and all
Framers Plan assets shall be transferred to the Plan. The Trustee and the
Committee shall accept all assets transferred from the Framers Plan. All amounts
received from the Framers Plan shall be credited to the accounts established
pursuant to this Plan in accordance with section 8.1 of this Plan. Following the
merger, Participants in this Plan will include Participants in the Framers Plan
and such Participants shall accrue benefits under the terms of this Plan. The
Committee, the Employer, and the Trustee do not guarantee the amounts
transferred pursuant to this section in any way from loss or depreciation.
Following the merger of the Framers Plan with and into the Plan, this Plan will
be considered an amendment and restatement of the Framers Plan and shall govern
the rights of the Participants under the Framers Plan.

                        Article 12  Adoption by Affiliate

         12.1 Affiliate Participation. An Affiliate may become a party to the
Plan and Trust Agreement by adopting the Plan for the benefit of any specified
group of its Employees, with such modifications of the basic Plan provisions as
may be approved by the Company. An Affiliate will be deemed to have adopted the
Plan if the Affiliate makes contributions to the Plan on behalf of the
Affiliate's Eligible Employees that have satisfied the participation
requirements of section 3.1 and who are entitled to contributions pursuant to
Article 4 or Article 5 of the Plan;



                                      -58-

<PAGE>   64


provided that the Company does not object. The Committee, in its discretion, may
require any Affiliate that adopts the Plan to complete documentation evidencing
the Affiliate's adoption of the Plan, as the Committee may determine from time
to time to be appropriate or necessary.

         12.2 Company Action Binding on Participating Affiliates. As long as the
Company is a party to the Plan and the Trust Agreement it shall be empowered to
act thereunder for any participating Affiliate in all matters respecting the
Committee and the Trustee and the designation of Affiliates and any action taken
by the Company with respect thereto shall automatically include and be binding
upon any Affiliate which is a party to the Plan.

         12.3 Termination of Participation of Affiliate. The Company reserves
the right, in its sole discretion and at any time, to terminate the
participation in this Plan of any or all Affiliates. Such termination shall be
effective immediately upon notice of such termination from the Company to the
Trustee and the Affiliate being terminated. In event of such termination, this
Plan shall not terminate, but the portion of the Plan attributable to the
Affiliate shall become a separate Plan, and the Company shall inform the Trustee
of the portion of the Trust Fund that is then attributable to the participation
of such terminated Affiliate. Such portion shall as soon thereafter as is
administratively feasible be set apart by the Trustee as a separate Trust which
shall be part of the separate Plan of such terminated Affiliate. Thereafter the
administration, control, and operation of the Plan with respect to such
terminated Affiliate shall be on a separate basis in accordance with the terms
hereof, or as such terms may be amended by appropriate action of such terminated
Affiliate in accordance with the provisions of Article 12.

                        Article 13  Top-Heavy Provisions

         13.1 Application. If in any Plan Year after 1983 (a) the sum of the
Account balances of Participants who are "Key Employees" for such Plan Year
exceeds 60 percent of the sum of the Account balances of all Participants
(excluding, however, balances that are disregarded under the rules of this
Article), or (b) the Plan is part of a top-heavy group, then the following
provisions under this Article 13 shall apply for such Plan Year.

The date for determining the applicability of this Article 13 ("determination
date") is:

                  (a)      For the first Plan Year, the last day of the Plan
                           Year, and

                  (b)      For any other Plan Year, the last day of the
                           preceding Plan Year.

         13.2 Key Employees. For purposes of this Article 13, the terms "Key
Employee" and an Employee who is not a Key Employee ("non-Key Employee") have
the meaning specified in Code section 416(i), where the term "Key Employee"
generally means any Employee (and the Beneficiary of such an Employee) who at
any time during a Plan Year or any of the four preceding Plan Years is:

                  (a)      An officer of the Company or an Affiliate whose
                           Compensation during the relevant Plan Year exceeded
                           150 percent of the dollar limitation under Code
                           section 415(c)(1)(A); provided, however, no more than
                           the lesser of


                                      -59-

<PAGE>   65



                           50 Employees, or the greater of three Employees or 10
                           percent of all Employees are to be treated as
                           officers,

                  (b)      One of the 10 Employees having Compensation for the
                           relevant Plan Year in excess of the dollar limitation
                           in effect under Code section 415(c)(1)(A) and owning
                           (or considered as owning within the meaning of Code
                           section 318) the largest interests in the Company or
                           an Affiliate, then the Employee with the greater
                           Compensation shall be treated as having the larger
                           interest,

                  (c)      A 5 percent owner of the Company or an Affiliate, or

                  (d)      A 1 percent owner of the Company or an Affiliate
                           having annual Compensation of more than $150,000.

An Employee is considered to be a "5 percent owner" if the Employee owns more
than 5 percent of the outstanding stock of the Company or an Affiliate or stock
possessing more than 5 percent of the total combined voting power of all of the
Company or Affiliates' stock. An Employee is also treated as owning stock owned
by certain members of the Employee's family as provided in Code section 318. The
same rules apply to determine whether an Employee is a 1 percent owner.

If a current Employee ceases to be a Key Employee, such Employee's Account
balance shall be disregarded under the top-heavy plan computation for any Plan
Year following the last Plan Year for which he/she was treated as a Key
Employee. For Plan Years beginning after 1984, the account balances and accrued
benefits of a Participant who has not performed any services for the Company or
any Affiliate at any time during the 5-year period ending on the determination
date will be disregarded. In addition, a Participant's Rollover Account balance
shall be disregarded to the extent that it consists of amounts attributable to a
rollover initiated by the Participant from a plan that is not maintained by the
Company or an Affiliate.

         13.3 Top-Heavy Group. For purposes of determining whether the Plan is
part of a top-heavy group as described in section 13.1, the following rules
shall apply:

                  (a)      Aggregation Group. All plans maintained by the
                           Company or an Affiliate are aggregated to determine
                           whether the plans, as a group, are top-heavy. The
                           aggregation group shall include any plan which covers
                           a Key Employee and any other plan which enables a
                           plan covering a Key Employee to meet the requirements
                           of section 401(a)(4) or 410 of the Code.

                  (b)      An aggregation group is a top-heavy group if, as of
                           the determination date, (1) the sum of the account
                           balances of Key Employees under all defined
                           contribution plans included in the group exceeds 60
                           percent of the account balances of all participants
                           under all such plans in the group, or (2) the present
                           value of the accumulated accrued benefits for Key
                           Employees



                                      -60-

<PAGE>   66



                           under all defined benefit plans in the group exceeds
                           60 percent of the present value of the accumulated
                           accrued benefits for all participants under all such
                           plans in the group.

In any Plan Year, in testing for top-heaviness under section 13.3(a) or (b), the
Company may in its discretion take into account accumulated accrued benefits and
account balances in any other plan maintained by it or an Affiliate, so long as
such expanded aggregation group continues to meet the requirements of sections
401(a)(4) and 410 of the Code.

         13.4 Additional Rules. In determining the present value of the
accumulated accrued benefits under a defined benefit plan and the sum of the
account balances under a defined contribution plan, Company contributions and
voluntary employee contributions shall be taken into account. The present value
of the accrued benefit in a defined benefit plan or the account balance in a
defined contribution plan will include any amount distributed to a Participant
within the five year period ending on the determination date.

         13.5 Code Section 415(h) Adjustment. If the Plan is determined to be
top-heavy in any Plan Year, then the combined limits of Code section 415(e) and
section 5.11 of the Plan shall be applied in accordance with Code section
416(h)(1) by substituting "1.0" for "1.25" in computing the defined benefit
fraction and the defined contribution fraction under Plan section 5.10 and
paragraphs 2(B) and 3(B) of Code section 415(e).

         13.6 Minimum Contribution Requirement. If this Plan is determined to be
top-heavy in any Plan Year under the provisions of this Article, then the
Employer shall contribute and allocate the amount described below to the Account
of any person who was an Employee and a Participant at any time during the Plan
Year and is not treated as a Key Employee (such person or, if he/she is
deceased, his/her Beneficiary, being referred to as a "non-Key Employee"") for
such Plan Year such amount shall be equal to the difference, if any, between (i)
3 percent of the Participant's Compensation for that Plan Year and (ii) the
amount of Employer contributions, expressed as a percentage of Compensation
allocated to the account of each non-Key Employee who was a participant under
this/her Plan or any other plan in the same aggregation group. For this purpose,
salary reduction contributions made at the election of the Participant to this
Plan or any other similar plan in the aggregation group for Plan Years beginning
before January 1, 1985, shall be disregarded, but such contributions for all
subsequent Plan Years shall be taken into account. The contributions under this
section 13.6 shall be accounted for and vested as Company Contributions.

                      Article 14  Miscellaneous Provisions

         14.1 Employment Rights. Nothing contained in this Plan or any
modification of the same or act done in pursuance hereof shall be construed as
giving any person any legal or equitable right against the Company, the Trustee
or the Trust Fund, unless specifically provided herein, or as giving any person
a right to be retained in the employ of the Company. All Participants shall
remain subject to assignment, reassignment, promotion, transfer, layoff,
reduction, suspension and discharge to the same extent as if this Plan had never
been established.

                                      -61-

<PAGE>   67




         14.2 No Examination or Accounting. Neither this Plan nor any action
taken thereunder shall be construed as giving any person the right to an
accounting or to examine the books or affairs of the Company.

         14.3 Investment Risk. The Participants and their Beneficiaries shall
assume all risks in connection with any decrease in the value of any assets or
funds which may be invested or reinvested in the Trust Fund which supports this
Plan.

         14.4 Non-Alienation. Except as permitted under the Plan in accordance
with Code section 401(a)(13) and ERISA section 206(d) with respect to matters
such as loans to Participants and assignments to Alternate Payees under
Qualified Domestic Relations Orders, no benefit payable at any time under the
Plan shall be subject to the debts or liabilities of a Participant or his/her
spouse or Beneficiary, and any attempt to alienate, sell, transfer, assign,
pledge or otherwise encumber any such benefit, whether presently or thereafter
payable, shall be void. In addition, effective for Plan Years commencing on or
after August 5, 1997, as permitted by Code section 401(a)(13)(C), this Plan may
offset a claim that the Plan has against the benefit payable to a Participant.
Subject to the foregoing exceptions, no benefit under the Plan shall be subject
in any manner to alienation, sale, transfer, assignment, pledge, attachment,
garnishment or encumbrance of any kind. In accordance with procedures consistent
with Code section 414(p) that are established by the Committee (including
procedures requiring prompt notification of the affected Participant and each
Alternate Payee of the Plan's receipt of a domestic relations order and its
procedures for determining the qualified status of such order), judicial orders
for purposes of enforcing family support obligations or pertaining to domestic
relations (which orders do not alter the amount, timing or form of benefit other
than to have it commence at the earliest legally permissible date) shall be
honored by the Plan if the Committee determines that they constitute Qualified
Domestic Relations Orders. Except as may otherwise be required by regulations of
the Secretary of Labor, such orders may not require a retroactive transfer of
all or part of a Participant's Account to or for the benefit of an Alternate
Payee without permitting an appropriate adjustment for earnings and investment
gains or losses that have occurred in the interim, nor shall such orders require
the Plan to provide loans, self-directed investment elections, or other rights
to Alternate Payees that are not available to Beneficiaries generally. To the
full extent permitted by Code section 414(p)(10) and by the terms of a Qualified
Domestic Relations Order, amounts assigned to an Alternate Payee may be paid as
soon as possible in a lump sum, notwithstanding the age, financial hardship,
employment status, or other factors affecting the ability of the Participant to
make a withdrawal or otherwise receive a distribution of balances to his/her
credit under the Plan. In cases where such full and prompt payment of amounts
assigned to an Alternate Payee will not be made, the assigned amounts will be
transferred within a reasonable time to the Income Fund and, pending payment,
shall be maintained in a separate Account, for the benefit of the Alternate
Payee.

         14.5 Incompetency. Every person receiving or claiming benefits under
the Plan shall be conclusively presumed to be mentally competent and of age
until the date on which the Committee receives a written notice, in a form and
manner acceptable to the Committee, that such person is incompetent or a minor,
for whom a guardian or other person legally vested with the care of his/her
person or estate has been appointed; provided, however, that if the Committee


                                      -62-

<PAGE>   68



shall find that any person to whom a benefit is payable under the Plan is unable
to care for his/her affairs because of incompetency, or is a minor, any payment
due (unless a prior claim therefor shall have been made by a duly appointed
legal representative) may be paid to the spouse, a child, a parent or a brother
or sister, or to any person or institution deemed by the Committee to have
incurred expense for such person otherwise entitled to payment. To the extent
permitted by law, any such payment so made shall be a complete discharge of
liability therefor under the Plan.

In the event a guardian of the estate of any person receiving or claiming
benefits under the Plan shall be appointed by a court of competent jurisdiction,
benefit payments may be made to such guardian provided that proper proof of
appointment and continuing qualification is furnished in a form and manner
acceptable to the Committee. To the extent permitted by law, any such payment so
made shall be a complete discharge of any liability therefor under the Plan.

         14.6 Severability. In the event any provision of this Plan shall be
held illegal or invalid for any reason, such illegality or invalidity shall not
affect the remaining parts of this Plan, and it shall be construed and enforced
as if such illegal or invalid provision had never been inserted herein.

         14.7 Missing Persons and Other Bars to Payment. If the Committee shall
be unable to make payment to any Participant or Beneficiary because the
whereabouts of such person cannot be ascertained or because there is an
unresolved question about who is entitled to the payment or how the payment is
to be made, the Committee shall delay the payment until it can properly be made
and, in the case of a missing person or another situation where the Committee is
unable to provide an investment election to a person who is clearly entitled to
direct the investment of the Account balance, shall, in its discretion, invest
the balance in the Account from which the payment is due in accordance with this
Plan and the Trust Agreement. After an amount has been due and payable to a
missing person for five years without his/her coming forth or providing a
current address to the Committee or, if sooner, upon termination of the Plan,
the Committee may mail a notice by registered mail to the last known address of
such person stating that unless such person makes written reply to the Committee
within 60 days from the mailing of such notice, the Committee will direct that
such amount and all further benefits with respect to such person shall be
discontinued and all liability for the payment thereof shall terminate;
provided, however, that in the event of the subsequent reappearance of the
Participant or Beneficiary prior to termination of the Plan, the benefits which
were due and payable and which such person missed shall be paid in a single sum,
and any future benefits due such person shall be reinstated in full.

At the end of the 60-day period, the amount of any discontinued interest shall
be forfeited as of the Valuation Date coinciding with or next following the last
day of the 60-day period. Any amounts forfeited pursuant to this section 14.7
during a Plan Year shall be used to reduce Company Contributions for such Plan
Year; provided, however, that upon termination of the Plan, the amounts
forfeited under this section shall be available for allocation to the Accounts
of the remaining Participants, to the extent such amounts are not first used to
reduce Company Contributions, in which case the allocation of such forfeitures
shall be made in proportion to the value of each Participant's Accounts. The
reinstatement of a benefit shall be accomplished by


                                      -63-

<PAGE>   69


the making of a special Company Contribution in an amount sufficient to provide
the Participant's benefit.

         14.8 Counterparts. This Plan may be executed in any number of
counterparts, each of which shall be deemed to be an original. All the
counterparts shall constitute but one and the same instrument and may be
sufficiently evidenced by any one counterpart.

         14.9 Service of Legal Process. The members of the Committee and the
Secretary of the Company are hereby designated agent of the Plan for the purpose
of receiving service of summons, subpoena or other legal process.

         14.10 Applicable Law. The Plan and all rights hereunder shall be
governed, construed and administered in accordance with the laws of the State of
Arizona with the exception that any Trust Agreement which may constitute a part
of the Plan shall be construed and enforced in all respects under and by the
laws of the State in which the Trustee thereunder is located.

         14.11 Compliance with Section 414(u) of the Code. Notwithstanding any
provision of this Plan to the contrary, effective December 12, 1994,
contributions, benefits and service credit with respect to qualified military
service will be provided in accordance with section 414(u) of the Code.

                               * * * * * * * * * *
         IN WITNESS WHEREOF, Del Webb Corporation has caused this instrument to
be executed by its duly authorized representative in a number of counterparts,
each of which shall be deemed an original even though the others are not
produced and all of which collectively shall be deemed to constitute one
instrument.

                              DEL WEBB CORPORATION


                                                     By
                                                       -------------------------

                                                     Title
                                                          ----------------------

                                                     Date
                                                         -----------------------

ATTEST

By
  ---------------------------

                                      -64-
<PAGE>   70


                                    Exhibit A
                           List of Adopting Employers



Name of Employer                                              Date of Adoption
----------------                                              ----------------

Del Webb Corporation                                          January 1, 1976
Del Webb Communities, Inc.                                    November 19, 1985
Del Webb California Corp.                                     July 31, 1989
Terravita Corp.                                               April 9, 1993
Del Webb's Coventry Homes, Inc.                               January 7, 1991
Fairmount Mortgage, Inc.                                      January 7, 1991
Trovas Co.                                                    January 23, 1995
The Villages at Desert Hills, Inc. (Anthem Arizona LLC)       June 10, 1998
Bellasera Corp.                                               September 23, 1996
Del Webb Southwest Co.                                        December 8, 1995
Del Webb Commercial Properties Corp                           March 15, 1984
Del Webb of Nevada, Inc. (Coventry Nevada)                    December 15, 1994
Del Webb's Coventry Homes of Tucson, Inc.                     February 17, 1993
Del Webb Homes, Inc. (Coventry California)                    February 1, 1994
Del Webb Community Management Co.                             July 14, 1992
Terravita Home Construction (Anthem CC NV)                    April 2, 1993
Del Webb's Sunflower of Tucson, Inc.                          March 6, 1997
*Del Webb's Spruce Creek Communities, Inc.                    January 13, 1998
*Spruce Creek South Utilities Co.                             January 13, 1998
Del Webb's Landscaping Services, Inc.                         October 21, 1998
Del Webb's Contracting Services, Inc.                         July 1, 1999
Del Webb Purchasing Co. of Illinois                           October 5, 1998


*These corporations have adopted the Plan on behalf of salaried employees only.





                                      -65-