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                                                                     EXHIBIT 4.6
                           AMENDED AND RESTATED 2/8/01

                              DEL WEBB CORPORATION
                       EXECUTIVE LONG-TERM INCENTIVE PLAN


                 ARTICLE 1. ESTABLISHMENT, PURPOSE, AND DURATION

         1.1 Establishment of the Plan. Del Webb Corporation, an Arizona
corporation (hereinafter referred to as the "Company"), hereby establishes an
incentive compensation plan to be known as the "Del Webb Corporation Executive
Long-Term Incentive Plan" (hereinafter referred to as the "Plan"), as set forth
in this document. The Plan permits the grant of Nonqualified Stock Options,
Incentive Stock Options, Restricted Stock, Performance Units and other
Share-based Awards.

         Upon approval by the Board of Directors of the Company, subject to
ratification by an affirmative vote of a majority of Shares of the Common Stock
present and entitled to vote at the November 20, 1991 annual shareholders
meeting at which a quorum is present, the Plan shall become effective as of
November 20, 1991 (the "Effective Date"), as amended June 30, 1993, as amended
June, 20, 1996, as amended April 13, 2000, as amended and restated February 8,
2001, and shall remain in effect as provided in Section 1.3 herein.

         1.2 Purpose of the Plan. The purpose of the Plan is to promote the
success, and enhance the value, of the Company by linking the personal interests
of Participants to those of Company shareholders, and by providing Participants
with an incentive for outstanding performance.

         The Plan is further intended to provide flexibility to the Company in
its ability to motivate, attract, and retain the services of Participants upon
whose judgment, interest, and special effort the successful conduct of its
operation largely is dependent.

         1.3 Duration of the Plan. Subject to approval by the Board of Directors
of the Company and ratification by the shareholders of the Company, the Plan
shall commence on the Effective Date, as described in Section 1.1 herein, and
shall remain in effect, subject to the right of the Board of Directors to
terminate the Plan at any time pursuant to Article 14 herein, until all Shares
subject to it shall have been purchased or acquired according to the Plan's
provisions. However, in no event may an Award be granted under the Plan on or
after November 19, 2001.

                     ARTICLE 2. DEFINITIONS AND CONSTRUCTION

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

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



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

                  (c) "Board" or "Board or Directors" means the Board of
         Directors of Del Webb Corporation.

                  (d) "Cause" means: (i) willful and gross misconduct on the
         part of a Participant that is materially and demonstrably detrimental
         to the Company; or (ii) the commission by a Participant of one or more
         acts which constitute an indictable crime under United States Federal,
         state, or local law. "Cause" under either (i) or (ii) shall be
         determined in good faith by a written resolution duly adopted by the
         affirmative vote of not less than two-thirds (2/3rds) of all the
         Directors at a meeting duly called and held for that purpose after
         reasonable notice to the Participant and opportunity for the
         Participant and his or her legal counsel to be heard.

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

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

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

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



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

                  For purposes of this Section, the term "Voting Securities"
         shall mean and include any securities of Company which vote generally
         for the election of directors.



                  (f) "Code" means the Internal Revenue Code of 1986, as amended
         from time to time.

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

                  (h) "Company" means Del Webb Corporation, an Arizona
         corporation (including any and all Subsidiaries), or any successor
         thereto as provided in Article 17 herein.

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

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

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

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

                  (m) "Fair Market Value" means the average of the highest and
         lowest quoted selling prices for Shares on the relevant date, or (if
         there were no sales on such date) the weighted average of the means
         between the highest and lowest quoted selling prices on the nearest day
         before and the nearest day after the relevant date, as prescribed by
         Treasury Regulation Section 20.203l-2(b)(2), as reported in the Wall
         Street Journal or a similar publication selected by the Committee.

                  (n) "Incentive Stock Option" or "IS0" means an option to
         purchase Shares, granted under Article 6 herein, which is designated as
         an Incentive Stock Option and is intended to meet the requirements of
         Section 422A of the Code.

                  (o) "Insider" shall mean an Employee who is, at the time an
         Award is made under this Plan, an insider pursuant to Section 16 of the
         Exchange Act.




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                  (p) "Nonqualified Stock Option" or "NQSO" means an option to
         purchase Shares, granted under Article 6 herein, which is not intended
         to be an Incentive Stock Option.

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

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

                  (s) "Parent" shall have the meaning ascribed to such term in
         Rule 12b-2 of the General Rules and Regulations under the Exchange Act.

                  (t) "Participant" means an Employee of the Company who has
         outstanding an Award granted under the Plan.

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

                  (v) "Period of Restriction" means the period during which the
         transfer of Shares of Restricted Stock is limited in some way (based on
         the passage of time, the achievement of performance goals, or upon the
         occurrence of other events as determined by the Committee, at its
         discretion), and the Shares are subject to a substantial risk of
         forfeiture, as provided in Article 7 herein.

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

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

                  (y) "Retirement" means a voluntary termination of employment
         by a Participant who has less than ten (10) years of service with
         Company at or after age sixty-five (65), or voluntary termination at or
         after age fifty-five (55) for Participants who have at least ten (10)
         years of service with Company as of the date of employment termination,
         or any other criteria determined by such methods or procedures as may
         be established from time to time by the Committee

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

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



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

         2.3 Severability. In the event any provision of the Plan shall be held
illegal or invalid for any reason, the illegality or invalidity shall not affect
the remaining parts of the Plan, and the Plan shall be construed and enforced as
if the illegal or invalid provision had not been included.

                            ARTICLE 3. ADMINISTRATION

         3.1 The Committee. The Plan shall be administered by the Human
Resources Committee of the Board, or by any other Committee appointed by the
Board consisting of not less than two (2) Directors who are not Employees. The
members of the Committee shall be appointed from time to time by, and shall
serve at the discretion of, the Board of Directors.

         Except as permitted under Section 16b-3(c)(2)(i)(A), (B), (C), and (D),
no member of the Committee shall have received a grant of an Award under the
Plan or any similar Plan of the Company or any of its Subsidiaries while serving
on the Committee, or shall have so received such a grant at any time within one
(l) year prior to his or her service on the Committee, or, if different, for the
time period just necessary to fulfill the then current Rule 16b-3 requirements
under the Exchange Act. However, if for any reason the Committee does not
qualify to administer the Plan, as contemplated by Rule 16b-3 of the Exchange
Act, the Board of Directors may appoint a new Committee so as to comply with
Rule 16b-3.

         3.2 Authority of the Committee. The Committee shall have full power
except as limited by law or by the Articles of Incorporation or Bylaws of the
Company, and subject to the provisions herein, to determine the size and types
of Awards; to determine the terms and conditions of such Awards in a manner
consistent with the Plan; to cancel and reissue any Awards granted hereunder; to
construe and interpret the Plan and any agreement or instrument entered into
under the Plan; to establish, amend, or waive rules and regulations for the
Plan's administration; and (subject to the provisions of Article 14 herein) to
amend the terms and conditions of any outstanding Award to the extent such terms
and conditions are within the discretion of the Committee as provided in the
Plan. Further, the Committee shall make all other determinations which may be
necessary or advisable for the administration of the Plan. As permitted by law,
the Committee may delegate its authorities as identified hereunder.

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

                      ARTICLE 4. SHARES SUBJECT TO THE PLAN

         4.1 Number of Shares. Subject to adjustment as provided in Section 4.3
herein, the total number of Shares available for grant under the Plan may not
exceed seven hundred fifty thousand (750,000). These seven hundred fifty
thousand (750,000) Shares may be either authorized but unissued or reacquired
Shares.



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

         4.3 Adjustments in Authorized Shares. In the event of any merger,
reorganization, consolidation, recapitalization, separation, liquidation, stock
dividend, split-up, Share combination, or other change in the corporate
structure of the Company affecting the Shares, such adjustment shall be made in
the number and class of Shares which may be delivered under the Plan, and in the
number and class of and/or price of Shares subject to outstanding Options and
Restricted Stock granted under the Plan, as may be determined to be appropriate
and equitable by the Committee, in its sole discretion, to prevent dilution or
enlargement of rights; and provided that the number of Shares subject to any
Award shall always be a whole number.

                    ARTICLE 5. ELIGIBILITY AND PARTICIPATION

         5.1 Eligibility. Persons eligible to participate in this Plan include
all officers and key Employees of the Company, as determined by the Committee,
including Employees who are members of the Board, but excluding Directors who
are not Employees

         5.2 Actual Participation. Subject to the provisions of the Plan, the
Committee may, from time to time, select from all eligible Employees, those to
whom Awards shall be granted and shall determine the nature and amount of each
Award. No Employee shall have any right to be granted an Award under this Plan.
In addition, nothing in this Plan shall interfere with or limit in any way the
right of the Company to terminate any Participant's employment at any time, nor
confer upon any Participant any right to continue in the employ of the Company.

                            ARTICLE 6. STOCK OPTIONS

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

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

         6.3 Option Price. The Option Price for each grant of an Option shall be
determined by the Committee; provided that, in the case of an ISO, the Option
Price shall not be less than one hundred percent (100%) of the Fair Market Value
of such Share on the date the Option is granted; and, provided further, that in
the case of a NQSO, the Option Price shall not be less than






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eighty-five percent (85%) of the Fair market Value of such Share on the date the
Option is granted.

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

         6.5 Exercise of Options. Options granted under the Plan shall be
exercisable at such times and be subject to such restrictions and conditions as
the Committee shall in each instance approve, which need not be the same for
each grant or for each Participant. However, in no event may any Option granted
under this Plan become exercisable prior to six (6) months following the date of
its grant.

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

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

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

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

         6.7 Restrictions on Share Transferability. The Committee shall impose
such restrictions on any Shares acquired pursuant to the exercise of an Option
under the Plan, as it may deem advisable, including, without limitation,
restrictions under applicable Federal securities laws, under the requirements of
any stock exchange or market upon which such Shares are then listed and/or
traded, and under any blue sky or state securities laws applicable to such
Shares.

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

                  (a) Termination by Death. In the event the employment of a
         Participant is terminated by reason of death, any outstanding Options
         granted to that Participant which are vested as of the date of death
         shall remain exercisable at any time prior to their expiration date, or
         for one (1) year after the date that employment was terminated,
         whichever period is shorter, by such person or persons as shall have
         been named as the




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         Participant's beneficiary, or by such persons that have acquired the
         Participant's rights under the Option by will or by the laws of descent
         and distribution.

         The portion of any outstanding Option which is deemed vested under this
Plan as of the date of employment termination shall be determined according to
the following guidelines:

                  (i) The portion of the Option which is exercisable as of the
         date of employment termination shall remain exercisable;

                  (ii) The percentage vesting of the portion of the Option which
         otherwise would have vested at the end of the year in which employment
         termination occurs, will equal a fraction, the numerator of which is
         the number of full weeks of employment during the year in which
         employment termination occurs, and the denominator of which is
         fifty-two (52); and

                  (iii) The portion of the Option which is scheduled to vest in
         a year which begins after the end of the year in which employment
         termination occurs, shall be forfeited by the Participant and returned
         to the Company (and shall once again be available for grant under the
         Plan).

         Any Options which are not vested as of the date of employment
termination shall expire immediately, and may not be exercised following such
time.

                  (b) Termination by Disability. In the event the employment of
         a Participant is terminated by reason of Disability, any outstanding
         Options granted to that Participant which are vested as of the date the
         Committee determines the definition of Disability to have been
         satisfied, shall remain exercisable at any time prior to their
         expiration date, or for one (l) year after the date that the Committee
         determines the definition of Disability to have been satisfied,
         whichever period is shorter.

         The portion of any outstanding Option which is deemed vested as of the
date the definition of Disability is determined to have been satisfied by the
Committee shall be determined pursuant to the guidelines set forth in
Subparagraphs (a)(i) through (a)(iii) of this Section 6.8.

         Any Options that are not vested as of the date that the Committee
determines the definition of Disability to have been satisfied, shall expire
immediately, and may not be exercised following such date.

                  (c) Termination by Retirement. In the event the employment of
         a Participant is terminated by reason of Retirement, any outstanding
         Options granted to that Participant which are vested as of the
         effective date of Retirement, shall remain exercisable at any time
         prior to their expiration date, or for three (3) years after the
         effective date of Retirement, whichever period is shorter.

         The portion of any outstanding Option which is deemed vested as of the
effective date of Retirement shall be determined pursuant to the guidelines set
forth in Subparagraphs a(i) through a(iii) of this Section 6.8.



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         Any Options which are not vested as of the effective date of Retirement
shall expire immediately, and may not be exercised following such date.

                  (d) Exercise Limitations on ISOs. In the case of ISOs, the tax
         treatment prescribed under Section 422A of the Internal Revenue Code of
         1986, as amended, may not be available if the Options are not exercised
         within the Section 422A prescribed time periods after each of the
         various types of employment termination.

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

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

         Options which are vested as of the effective date of employment
termination may be exercised by the Participant within the period beginning on
the effective date of employment termination, and ending three (3) months after
such date.

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

         6.10 Nontransferability of Options. An ISO may not be sold,
transferred, or otherwise alienated or hypothecated, other than by will or the
laws of descent and distribution. A NQSO may be transferable subject to terms
and conditions established by the Committee. All Options shall be exercisable
during his or her lifetime only by Participant or an authorized transferee.

                           ARTICLE 7. RESTRICTED STOCK

         7.1 Grant of Restricted Stock. Subject to the terms and provisions of
the Plan, the Committee, at any time and from time to time, may grant Shares of
Restricted Stock to eligible Employees in such amounts as the Committee shall
determine.

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



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

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

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

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

         7.6 Removal of Restrictions. Except as otherwise provided in this
Article 7, Shares of Restricted Stock covered by each Restricted Stock grant
made under the Plan shall become freely transferable by the Participant after
the last day of the Period of Restriction. Once the Shares are released from the
restrictions, the Participant shall be entitled to have the legend required by
Section 7.5 removed from his or her Share certificate.

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

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

         7.9 Termination of Employment. If the employment of a Participant shall
terminate for any reason, all nonvested Shares of Restricted Stock held by the
Participant upon the effective date of employment termination immediately shall
be forfeited and returned to the Company (and shall once again become available
for grant under the Plan). The number of Shares of Restricted Stock which are
deemed vested as of the effective date of employment

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termination shall be determined pursuant to the guidelines set forth with
respect to the vesting of Options, as specified in Sections 6.8 and 6.9 herein.

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

                          ARTICLE 8. PERFORMANCE UNITS

         8.1 Grant of Performance Units. Subject to the terms of the Plan,
Performance Units may be granted to eligible Employees at any time and from time
to time, as shall be determined by the Committee. The Committee shall have
complete discretion in determining the number of Performance Units granted to
each Participant.

         8.2 Value of Performance Units. Each Performance Unit shall have an
initial value that is established by the Committee at the time of grant. The
Committee shall set performance goals in its discretion which, depending on the
extent to which they are met, will determine the number and/or value of
Performance Units that will be paid out to the Participants. The time period
during which the performance goals must be met shall be called a "Performance
Period." Performance Periods shall, in all cases, exceed six (6) months in
length.

         8.3 Earning of Performance Units. After the applicable Performance
Period has ended, the holder of Performance Units shall be entitled to receive
payout on the number of Performance Units earned by the Participant over the
Performance Period, to be determined as a function of the extent to which the
corresponding performance goals have been achieved.

         8.4 Form and Timing of Payment of Performance Units. Payment of earned
Performance Units shall be made in a single lump sum, within forty-five (45)
calendar days following the close of the applicable Performance Period. The
Committee, in its sole discretion, may pay earned Performance Units in the form
of cash or in Options (or in a combination thereof) which have an aggregate Fair
Market Value equal to the value of the earned Performance Units at the close of
the applicable Performance Period.

         Prior to the beginning of each Performance Period, Participants may
elect to defer the receipt of Performance Unit payout upon such terms as the
Committee deems appropriate.

         8.5 Termination of Employment Due to Death, Disability, Retirement, or
Involuntary Termination (without Cause). In the event the employment of a
Participant is terminated by reason of death, Disability, Retirement, or
involuntary termination without Cause during a Performance Period, the
Participant shall receive a prorated payout of the Performance Units. The
prorated payout shall be determined by the Committee, in its sole discretion,
based upon the guidelines set forth with respect to the vesting of Options, as
specified in Sections 6.8 and 6.9 herein, and further adjusted based on the
achievement of the preestablished performance goals.

         Payment of earned Performance Units shall be made at the same time
payments are made to Participants who did not terminate employment during the
applicable Performance Period.


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         8.6 Termination of Employment for Other Reasons. In the event that a
Participant terminates employment with the Company for any reason other than
those reasons set forth in Section 8.5, all Performance Units shall be forfeited
by the Participant to the Company, and shall once again be available for grant
under the Plan.

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

                       ARTICLE 9. BENEFICIARY DESIGNATION

         The Committee may grant other Share-based Awards under this Plan,
including without limitation, those Awards pursuant to which Shares are or may
in the future be acquired, Awards denominated in Share units, securities
convertible into Shares and dividend equivalents. The Committee, in its sole
discretion, shall determine the terms and conditions of such other Share-based
Awards. Shares issued in connection with such other Share-based Awards shall be
issued for such minimum consideration as shall be required by applicable law and
such additional consideration, if any, as may be determined by the Committee.

         The Committee also may grant other Awards under this Plan which are not
tied to the value of Shares, and shall determine the terms and conditions of
such other Awards. The Committee may grant Awards under this Article 9 in tandem
or combination with other Awards or each other, in exchange of other Awards, or
in tandem or combination with, or as alternatives to grants or rights under any
other employee plan of the Company, including any plan of any acquired entity.
The Committee shall have the authority to determine the Participants for such
Awards and all other terms and conditions of such other Awards. No amendment of
this Plan is required for the creation of another type of Award.

                       ARTICLE 10. BENEFICIARY DESIGNATION

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

                              ARTICLE 11. DEFERRALS

         The Committee may permit a Participant to defer such Participant's
receipt of the payment of cash or the delivery of Shares that would otherwise be
due to such Participant by virtue of the exercise of an Option, the lapse or
waiver of restrictions with respect to Restricted Stock, or the satisfaction of
any requirements or goals with respect to Performance Units. If any


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<PAGE>   13


such deferral election is required or permitted, the Committee shall, in its
sole discretion, establish rules and procedures for such payment deferrals.

                         ARTICLE 12. RIGHTS OF EMPLOYEES

         12.1 Employment. Nothing in the Plan shall interfere with or limit in
any way the right of the Company to terminate any Participant's employment at
any time, nor confer upon any Participant any right to continue in the employ of
the Company.

         For purposes of the Plan, transfer of employment of a Participant
between the Company and any one of its Subsidiaries (or between Subsidiaries)
shall not be deemed a termination of employment.

         12.2 Participation. No Employee shall have the right to be selected to
receive an Award under this Plan, or, having been so selected, to be selected to
receive a future Award.

                          ARTICLE 13. CHANGE IN CONTROL

         Upon the occurrence of a Change in Control, unless otherwise
specifically prohibited by the terms of Article 18 herein:

                  (a) Any and all Options granted hereunder shall become
         immediately exercisable;

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

                  (c) The target value attainable under all Performance Units
         shall be deemed to have been fully earned for the entire Performance
         Period as of the effective date of the Change in Control, except that
         all Performance Units which shall have been outstanding less than six
         (6) months on the effective date of the Change in Control shall not be
         deemed to have earned the target value; and

                  (d) Subject to Article 14 herein, the Committee shall have the
         authority to make any modifications to the Awards as determined by the
         Committee to be appropriate before the effective date of the Change in
         Control.

              ARTICLE 14. AMENDMENT, MODIFICATION, AND TERMINATION

         14.1 Amendment, Modification, and Termination. With the approval of the
Board, at any time and from time to time, the Committee may terminate, amend, or
modify the Plan. However, without the approval of the stockholders of the
Company (as may be required by the Code, by the insider trading rules of Section
l6 of the Exchange Act, by any national securities exchange or system on which
the Shares are then listed or reported, or by a regulatory body having
jurisdiction with respect hereto) no such termination, amendment, or
modification may:


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<PAGE>   14



                  (a) Increase the total amount of Shares which may be issued
         under this Plan, except as provided in Section 4.3 herein; or

                  (b) Change the class of Employees eligible to participate in
         the Plan; or

                  (c) Materially increase the cost of the Plan or materially
         increase the benefits to Participants; or

                  (d) Extend the maximum period after the date of grant during
         which Options may be exercised.

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

                             ARTICLE 15. WITHHOLDING

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

         15.2 Share Withholding. With respect to withholding required upon the
exercise of Options, upon the lapse of restrictions on Restricted Stock, or upon
any other taxable event, Participants shall satisfy all Federal, state and local
tax withholding requirements by having the Company withhold Shares (to the
extent that Shares are issued pursuant to the Award) having a Fair Market Value
on the date the tax is to be determined equal to the maximum marginal total tax
which would be imposed on the transaction.

                           ARTICLE 16. INDEMNIFICATION

         Each person who is or shall have been a member of the Committee, or of
the Board, shall be indemnified and held harmless by the Company against and
from any loss, cost, liability, or expense that may be imposed upon or
reasonably incurred by him or her in connection with or resulting from any
claim, action, suit, or proceeding to which he or she may be a party or in which
he or she may be involved by reason of any action taken or failure to act under
the Plan and against and from any and all amounts paid by him or her in
settlement thereof, with the Company's approval, or paid by him or her in
satisfaction of any judgment in any such action, suit, or proceeding against him
or her, provided he or she shall give the Company an opportunity, at its own
expense, to handle and defend the same before he or she undertakes to handle and
defend it on his or her own behalf. The foregoing right of indemnification shall
not be exclusive of any other rights of indemnification to which such persons
may be entitled under the Company's Certificate of Incorporation or Bylaws, as a
matter of law, or otherwise, or any power that the Company may have to indemnify
them or hold them harmless.


                                      -14-

<PAGE>   15

                             ARTICLE 17. SUCCESSORS

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

                         ARTICLE 18. REQUIREMENTS OF LAW

         18.1 Requirements of Law. The granting of Awards and the issuance of
Shares under the Plan shall be subject to all applicable laws, rules, and
regulations, and to such approvals by any governmental agencies or national
securities exchanges as may be required.

         Notwithstanding any other provision set forth in the Plan, if required
by the then current Rule 16b-3 of the Exchange Act, any "derivative security or
equity security" offered pursuant to the Plan to any Insider may not be sold or
transferred for at least six (6) months after the date of grant of such Award,
except in the case of the death, disability, or termination of employment of the
Participant. The terms "equity security" and "derivative security" shall have
the meanings ascribed to them in the then current Rule 16b-3 of the Exchange
Act.

         18.2 Governing Law. To the extent not preempted by Federal law, the
Plan, and all agreements or instruments hereunder, shall be construed in
accordance with and governed by the laws of the State of Arizona.


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