<PAGE>

                                                                     EXHIBIT 4.1


                       CATELLUS DEVELOPMENT CORPORATION
                          2000 PERFORMANCE AWARD PLAN
<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                               Page
                                                                               ----
<S>            <C>                                                             <C>
SECTION 1.     Purpose.......................................................    1
SECTION 2.     Definitions; Rules of Construction............................    1
SECTION 3.     Eligibility...................................................    5
SECTION 4.     Awards........................................................    5
SECTION 5.     Shares of Stock and Units Available under Plan................    8
SECTION 6.     Award Agreements..............................................   10
SECTION 7.     Adjustments; Change of Control; Acquisitions..................   12
SECTION 8.     Administration................................................   15
SECTION 9.     Non-Employee Director Options.................................   17
SECTION 10.    Non-Employee Director Stock Units.............................   19
SECTION 11.    Amendment and Termination of This Plan and Award Agreements...   19
SECTION 12.    Miscellaneous.................................................   19
APPENDIX A.    TERMS AND PROVISIONS APPLICABLE TO DIRECTOR STOCK UNIT AWARDS.  A-1
SCHEDULE 1.    STOCK UNIT AWARD AGREEMENT FOR NON-EMPLOYEE DIRECTORS.........  S-1
</TABLE>
<PAGE>

                        CATELLUS DEVELOPMENT CORPORATION
                          2000 PERFORMANCE AWARD PLAN


SECTION 1.   Purpose.

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

SECTION 2.   Definitions; Rules of Construction.

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

"Award" means an award granted pursuant to Section 4, Section 9 or Section 10.

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

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

"Board of Directors" or "Board" means the Board of Directors of the Corporation.

"Business Combination" is defined in Section 7(c)(3).

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

"Change of Control" is defined in Section 7(c).

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

"Committee" means the Compensation and Benefits Committee or the Special
Committee, unless the context requires otherwise.

"Compensation and Benefits Committee" means the Compensation and Benefits
Committee of the Board, whose members are appointed by the Board from time to
time.  All of the members of

                                       1
<PAGE>

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

"Corporation" means Catellus Development Corporation.

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

"Director Stock Unit" means a non-voting unit of measurement that is deemed for
bookkeeping purposes to be equivalent to one outstanding share of Common Stock
of the Corporation (subject to adjustment) solely for purposes of this Plan.

"Director Stock Unit Account" means the bookkeeping account established under
Section 10 and maintained by the Corporation on behalf of each Participant and
credited with Director Stock Units in accordance with Section 10.

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

"Distribution Subaccounts" is defined in Appendix A, Section 3(a).

"Dividend Equivalent" means the right to receive the equivalent value (in cash
or common stock) of dividends paid on Stock.

"EBDDT" means earnings before depreciation and deferred taxes.

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

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

"Estimated EBDDT" means, with respect to a given year, the estimated EBDDT used
for the following year's annual operating plan, as approved by the Board.

"EVA" means economic value added, which is EBDDT minus the cost of capital.  EVA
shall be computed by multiplying the difference between the rate of return on
capital and the cost of

                                       2
<PAGE>

capital by the economic book value of the capital committed to the business, as
determined by the Committee at the time an Award is granted.

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

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

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

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

"Incentive Stock Option" is defined in Section 4(a)(2).

"Incumbent Board" is defined in Section 7(c)(2).

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

"Meeting Fees" is defined in Appendix A, Section 3(a).

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

"Non-Employee Director" means a member of the Board of Directors of the
Corporation who is not also an Employee.

"Nonqualified Stock Option" is defined in Section 4(a)(1).

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

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

                                       3
<PAGE>

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

"Performance-Based Awards" is defined in Section 4(b).

"Performance Goal" means EBDDT, Estimated EBDDT, EPS, EVA, ROE, Net Cash Flow,
Total Stockholder Return, any individual quantity that is used to determine any
of the foregoing, receipt of entitlements or natural resource permits,
completion or closing of transactions, construction or inventory activity,
bringing assets to market, hiring targets, resolution of administrative or
judicial proceedings or disputes, and new clients, customers, or relationships;
and "Performance Goals" means any combination thereof.

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

"Qualifying Option" is defined in Section 4(b).

"Qualifying Stock Appreciation Right" is defined in Section 4(b).

"Retainer" means the annual retainer payable by the Corporation to a Non-
Employee Director.

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

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

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

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

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

                                       4
<PAGE>

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

"Stock Appreciation Right" is defined in Section 4(a)(3).

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

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

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

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

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

SECTION 3.  Eligibility

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

SECTION 4.  Awards

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

                                       5
<PAGE>

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

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

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

     (4)  Other Share-Based Awards.  Each Committee may from time to time grant
Awards under this Plan that provide Participants with Stock or the right to
purchase Stock, or provide other incentive Awards (including, but not limited
to, restricted stock, phantom stock or units, performance stock or units, bonus
stock, dividend equivalent units, or similar securities or rights) that have a
value derived from the value of, or an exercise or conversion privilege at a
price related to, or that are otherwise payable in shares of Stock.  The Awards
shall be in a form determined by the Committee, provided that the Awards shall
not be inconsistent with the other express terms of this Plan.

     (5)  Cash-Based Awards.  Cash-Based Awards are Awards that provide
Participants with the opportunity to earn a cash payment based upon the level of
performance relative to one or more performance goals established by the
Committee for an award cycle consisting of any period of time up to five years.
For each award cycle, the Committee shall determine the size of the Awards, the
performance goals, the performance target levels as to each of the performance

                                       6
<PAGE>

goals, the level or levels of achievement necessary for award payments and the
weighting of the performance goals, if more than one performance goal is
applicable.

(b)  Special Performance-Based Awards.  Without limiting the generality of the
foregoing, any of the type of Awards listed in Section 4(a) also may be granted
by the Compensation and Benefits Committee as awards that satisfy the
requirements for "performance-based compensation" within the meaning of Code
Section 162(m) ("Performance-Based Awards"), the grant, vesting, exercisability,
or payment of which depends on the degree of achievement of the Performance
Goals relative to the specific and preestablished target levels established by
the Compensation and Benefits Committee for the Corporation, any of its
subsidiaries, or any of their divisions or other business units, or any groups
thereof. Notwithstanding anything contained in this Section 4(b) to the
contrary, any Option or Stock Appreciation Right awarded by the Compensation and
Benefits Committee with an exercise price or a base price not less than Fair
Market Value on the date of grant shall be subject only to the requirements of
clauses (1) and (3)(A) below in order for such Awards to satisfy the
requirements for Performance-Based Awards under this Section 4(b) (with such
Awards hereinafter referred to as a "Qualifying Option," or a "Qualifying Stock
Appreciation Right," respectively). With the exception of any Qualifying Option
or Qualifying Stock Appreciation Right, an Award by the Compensation and
Benefits Committee that is intended to satisfy the requirements of this Section
4(b) shall be designated as a Performance-Based Award at the time of grant.

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

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

     (3)  Individual Limits.

          (A)  Share-Based Awards.  The maximum number of shares of Stock or
Share Units that are issuable under Options, Stock Appreciation Rights or other
Share-Based Awards (described under Section 4(a)(4)) that are granted as
Performance-Based Awards during any one calendar year to any one Participant
under this Plan shall not exceed 2,000,000, either individually or in the
aggregate, subject to adjustment as provided in Section 7. Awards that are
canceled during the year shall be counted against this limit to the extent
required by Code Section 162(m).

          (B)  Cash-Based Awards.  The aggregate amount of compensation to be
paid to any Participant under this Plan in respect of Cash-Based Awards that are
granted during any one calendar year to any one individual as Performance-Based
Awards shall not exceed $2,500,000.

     (4)  Committee Certification.  Before any Performance-Based Award under
this Section 4(b) (other than Qualifying Options and Qualifying Stock
Appreciation Rights) is paid,

                                       7
<PAGE>

the Compensation and Benefits Committee must certify in writing (by resolution
or otherwise) that the applicable Performance Goal(s) and any other material
terms of the Performance-Based Award were satisfied; provided, however, that a
Performance-Based Award may be paid without regard to the satisfaction of the
applicable Performance Goal in the event of a Change of Control as provided in
Section 7(b).

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

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

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

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

SECTION 5.  Shares of Stock and Units Available under Plan.

(a)  Aggregate Share and Unit Limit. The maximum number of shares of Stock that
may be issued pursuant to this Plan for all Share-Based Awards (including
Incentive Stock Options, Share Units, and Director Stock Units) is 5,750,000,
subject to adjustment as provided in this Section 5 or Section 7. Of that
number, no more than 850,000 shares may be issued pursuant to Share-Based Awards
other than (1) Options, (2) Stock Appreciation Rights, (3) Director Stock Units,
or (4) Awards granted in lieu of cash compensation that would otherwise be
payable to the Participant and have a value equal to such cash compensation. The
number of shares of Stock

                                       8
<PAGE>

available for issuance will be reduced by 1.589 shares for every one share that
is issued with respect to any Award which is not an Option, a Stock Appreciation
Right, or an Award granted in lieu of cash compensation which would otherwise be
payable to the Participant.

(b)  Reissue of Shares and Other Awards. Any unexercised, unconverted, or
undistributed portion of any expired, canceled, terminated, or forfeited Award,
or any alternative form of consideration under an Award that is not paid in
connection with the settlement of an Award or any portion of an Award, shall
again be available for Award under Section 5(a) or 5(b), as applicable, whether
or not the Participant has received benefits of ownership (such as dividends or
dividend equivalents or voting rights) during the period in which the
Participant's ownership was restricted or otherwise not vested. Shares of Stock
that are issued pursuant to Awards and subsequently reacquired by the
Corporation pursuant to the terms and conditions of the Awards shall be
available for reissuance under the Plan. If the Corporation withholds shares of
Stock pursuant to Section 5(g), the number of shares that would have been
deliverable with respect to an Award but that are withheld may in effect not be
issued but the aggregate number of shares issuable with respect to the
applicable Award shall be reduced by the number of shares withheld and such
shares shall be available for additional Awards under this Plan.

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

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

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

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

                                       9
<PAGE>

Stock to be so delivered or offset shall be determined by reference to the Fair
Market Value of the Stock on the date as of which the payment or offset is made.

(g)  Cashless Exercise.  The Committee may permit the exercise of the Award and
payment of any applicable withholding tax in respect of an Award by delivery of
written notice, subject to the Corporation's receipt of a third party payment in
full in cash for the exercise price and the applicable withholding prior to
issuance of Stock, in the manner and subject to the procedures as may be
established by the Committee.

SECTION 6.  Award Agreements.

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

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

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

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

     (3)  Withholding.   The Corporation shall be entitled to require payment in
cash or deduction from other compensation payable to each Participant of any
sums required by federal, state, or local tax law to be withheld with respect to
the issuance, vesting, exercise, or payment of any Award.  The Compensation and
Benefits Committee may, in its discretion and in satisfaction of the foregoing
requirement, allow such Participant to elect to have the Corporation

                                       10
<PAGE>

withhold shares of Stock otherwise issuable under such Award (or allow the
return of shares of Stock) having a Fair Market Value equal to the sums required
to be withheld. Notwithstanding any other provision of the Plan, the number of
shares of Stock which may be withheld with respect to the issuance, vesting,
exercise, or payment of any Award (or which may be repurchased from the
Participant within six months after such shares of Stock were acquired by the
Participant from the Corporation) to satisfy the Participant's federal and state
income and payroll tax liabilities with respect to the issuance, vesting,
exercise, or payment of the Award shall be limited to the number of shares which
have a Fair Market Value on the date of withholding or repurchase equal to the
aggregate amount of such liability based on the minimum statutory withholding
rates for federal and state income and payroll tax purposes that are applicable
to such supplemental taxable income. In the case of an Award paid in shares of
Stock, a Participant shall satisfy the withholding obligation as provided in
Section 5(g).

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

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

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

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

     (3)  Replacement and Substitution.  Any provisions permitting or requiring
the surrender of outstanding Awards or securities held by the Participant in
whole or in part in order to exercise or realize rights under or as a condition
precedent to other Awards, or in exchange for the grant of new or amended Awards
under similar or different terms, provided, however, that no such exchange shall
have the effect of reducing the exercise price or purchase price of an Award
previously issued under this Plan, except in connection with an adjustment
permitted pursuant to Section 7.

     (4)  Termination of Benefits.  A provision that any and all unexercised
Awards and all rights under this Plan of a Participant who received such Award
(or his or her designated Beneficiary or legal representative) and the exercise
or vesting thereof, shall be forfeited if, prior to the time of such exercise,
the Participant shall (i) be employed by a competitor of, or shall be

                                       11
<PAGE>

engaged in any activity in competition with, the Corporation without the
Corporation's consent, (ii) divulge without the Corporation's consent any secret
or confidential information belonging to the Corporation, (iii) engage in any
other activities which would constitute grounds for termination For Cause, or
(iv) be terminated For Cause.

(d)  Contract Rights, Forms and Signatures. Any obligation of the Corporation to
any Participant with respect to an Award shall be based solely upon contractual
obligations created by this Plan and an Award Agreement. No Award shall be
enforceable until the Award Agreement or a receipt has been signed by the
Participant and on behalf of the Corporation by an Executive Officer (other than
the recipient) or his or her delegate. By executing the Award Agreement or
receipt, a Participant shall be deemed to have accepted and consented to the
terms of this Plan and any action taken in good faith under this Plan by and
within the discretion of the Committee, the Board of Directors or their
delegates. Unless the Award Agreement otherwise expressly provides, there shall
be no third party beneficiaries of the obligations of the Corporation to the
Participant under the Award Agreement.

SECTION 7.  Adjustments; Change of Control; Acquisitions

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

          (1)  proportionately adjust any or all of

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

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

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

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

               (E)  subject to Section 4(b), the performance targets or
standards appropriate to any outstanding Performance-Based Awards, or

                                       12
<PAGE>

               (F)  any other terms as are affected by the event; or

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

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

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

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

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

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

Notwithstanding the foregoing provisions of this Section 7(b) or any provision
in an Award Agreement to the contrary, (i) in no event shall the Committee be
deemed to have discretion to accelerate or not accelerate, or make other changes
in or to any or all Awards, in respect of a transaction, if such action or
inaction would be inconsistent with or would otherwise frustrate the

                                       13
<PAGE>

intended accounting for a proposed transaction as a pooling of interests under
generally accepted accounting principles; and (ii) if the vesting of any Award
to any Insider is accelerated to a date that is less than six months after the
date of the Award, the Committee may prohibit a sale of the underlying Stock
(other than a sale by operation or law in exchange for or through conversion
into other securities) until the expiration of such six-month period, and the
Corporation may impose legend and other restrictions on the Stock to enforce
this prohibition.

(c)  Change of Control Definition. For purposes of this Plan, a "Change of
Control" of the Corporation shall be deemed to have occurred upon the happening
of any of the following events:

          (1)  the acquisition by any individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a "Person") of
beneficial ownership (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) of 25% or more of either (a) the then outstanding shares of common
stock of or (b) the combined voting power of the then outstanding shares of
Stock and other stock of the Corporation entitled to vote generally in the
election of directors. For the purposes of this subsection (1), the following
shall not constitute a Change of Control:

                    (A)  any acquisition of common stock or voting securities
directly from the Corporation;

                    (B)  any acquisition of common stock or voting securities by
the Corporation or any of its Subsidiaries;

                    (C)  any acquisition of common stock or voting securities by
any employee benefit plan (or related trust) sponsored or maintained by the
Corporation or any of its Subsidiaries;

                    (D)  any acquisition or ownership by a Person of 25% of
either the outstanding corporate common stock or the outstanding corporate
voting securities as a result of an acquisition of common stock or voting
securities by the Corporation which, by reducing the number of shares of common
stock or voting securities of the Corporation outstanding, increases the
proportionate numbers of shares beneficially owned by such Person up to 25% or
more of either the outstanding corporate common stock or the outstanding
corporate voting securities; provided, however, that if a Person becomes the
beneficial owner of 25% or more of either the Corporation's outstanding
corporate common stock or the Corporation's outstanding voting securities by
reason of a share acquisition by the Corporation as described above, that Person
shall, after such share acquisition by the Corporation, become the beneficial
owner of any additional shares of common stock or voting securities of the
Corporation, then such additional acquisition shall constitute a Change of
Control; or

                    (E)  any acquisition of common stock or voting securities
pursuant to a transaction which complies with clauses (a), (b), and (c) of
section 7(c)(3); or

          (2)  individuals who, as of the date hereof, constitute the Board (the
"Incumbent Board") cease for any reason to constitute at least a majority of the
Board;  provided, however, that any individual becoming a director subsequent to
the date hereof whose election, or

                                       14
<PAGE>

nomination for election by the stockholders of the Corporation, was approved by
a vote of at least a majority of the persons then comprising the Incumbent Board
shall be considered as though such individual were a member of the Incumbent
Board, but excluding for this purpose, any such individual whose initial
assumption of office occurs as a result of an actual or threatened election
contest with respect to the election or removal of directors or other actual or
threatened solicitation of proxies or consents by or on behalf of a person other
than the Board of Directors; or

          (3)  consummation by the Corporation of a reorganization, merger or
consolidation or sale or other disposition of all or substantially all of the
assets of the Corporation, or the acquisition of assets (a "Business
Combination"), in each case, unless, following such Business Combination, (a)
all or substantially all of the individuals and entities who were the beneficial
owners, respectively, of the outstanding common stock or outstanding voting
securities of the Corporation, immediately prior to such Business Combination
beneficially own, directly and indirectly, more than 50% of, respectively, the
then outstanding shares of common stock and the combined voting power of the
then outstanding voting securities entitled to vote generally in the election of
directors, as the case may be, of the corporation resulting from such Business
Combination (including, without limitation, a corporation which as a result of
such transaction owns the Corporation or all or substantially all of the
Corporation's assets either directly or through one or more subsidiaries) in
substantially the same proportions as their ownership immediately prior to such
Business Combination of the outstanding corporation common stock and outstanding
corporation voting securities, as the case may be, (b) no person (excluding any
employee benefit plan (or related trust) of the Corporation or such corporation
resulting from a Business Combination), beneficially owns, directly or
indirectly, 25% or more, respectively, of the then outstanding shares of common
stock in the corporation resulting from such Business Combination, except to the
extent that such ownership existed prior to the Business Combination and (c) at
least a majority of the members of the Board of Directors resulting from such
Business Combination were members of the Incumbent Board at the time of the
execution of the initial agreement, or of the action of the Board, providing for
such Business Combination; or

          (4)  approval by the stockholders of the Corporation of a complete
liquidation or dissolution of the Corporation.

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

SECTION 8.       Administration.

(a)  Committee Authority and Structure. The Plan and all Awards granted under
the Plan will be administered by the Compensation and Benefits Committee and the
Special Committee. For purposes of any action taken by the Compensation and
Benefits Committee or the Special Committee, whichever is applicable, a majority
of the members will constitute a quorum, and the

                                       15
<PAGE>

action of the members present at any meeting at which a quorum is present, or
acts unanimously approved in writing, will be the acts of the applicable
committee. Notwithstanding the foregoing, Awards under Section 9 and 10 have
been authorized by the Board and may be administered by the Board.

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

(c)  Construction and Interpretation. The Compensation and Benefits Committee
and the Special Committee have the full authority and discretion to administer
the Plan and to take any action that is necessary or advisable in connection
with the administration of the Plan, including without limitation the authority
and discretion to interpret and construe any provision of the Plan or of any
agreement, notification or document evidencing the grant of an Award. The
interpretation and construction by the Compensation and Benefits Committee or
the Special Committee, as applicable, of any such provision and any
determination by the Compensation and Benefits Committee or the Special
Committee pursuant to any provision of the Plan or of any such agreement,
notification or document will be final and conclusive; provided, that in the
event the Compensation and Benefits Committee disagrees with the Special
Committee with respect to such interpretation, construction or determination,
the Compensation and Benefits Committee's determination will be final and
conclusive. If there is any conflict between an Award Agreement and any non-
discretionary provisions of this Plan, the terms of this Plan shall govern.

(d)  Express Authority (and Limitations on Authority) to Change Terms of Awards.
Without limiting each Committee's authority under other provisions of this Plan
(including Sections 7, 10, and 11), but subject to any express limitations of
this Plan (including under Sections 7, 10, and 11), each Committee shall have
the authority to accelerate the exercisability or vesting of an Award, to extend
the term or waive early termination provisions of an Award (subject to the
maximum ten-year term under Section 4(b)), to cancel, modify or waive the
Corporation's rights with respect to an Award or restrictive conditions of an
Award (including forfeiture conditions), to modify, discontinue, suspend, or
terminate any or all outstanding Awards held by Employees or Officers, with or
without adjusting any holding period or other terms of the Award, in any case in
such circumstances as the Committee deems appropriate; provided, however, that
no such action by the Committee shall, in any way adversely affect any Award
then outstanding and evidenced by an Award Agreement, without the affected
Participant's written consent. The Committee may not, however, reduce by
amendment the exercise or purchase price of an outstanding award.

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

                                       16
<PAGE>

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

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

(h)  Exculpation and Indemnity. Neither the Corporation nor any member of the
Board of Directors or of any Committee, nor any other person participating in
any determination of any question under this Plan, or in the interpretation,
administration or application of this Plan, shall have any liability to any
person for any action taken or not taken in good faith under this Plan or for
the failure of an Award (or action in respect of an Award) to satisfy Code
requirements as to incentive stock options or to realize other intended tax
consequences, to qualify for exemption or relief under Rule 16b-3 or to comply
with any other law, compliance with which is not required on the part of the
Corporation.


SECTION 9.       Non-Employee Director Options.

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

(b)  Annual Option Grants.

     (1)  Initial Award. After approval of this Plan by the stockholders of the
Corporation, if any person who is not then an officer or employee of the
Corporation shall become a director of the Corporation, there shall be granted
automatically to such person (without any action by the Board or Committee and
in lieu of any similar automatic option grant under existing performance award
plans) a Nonqualified Stock Option (the date of grant of which shall be the date
such person takes office) to purchase a number of shares of Stock equal to 5,000
multiplied by a fraction the numerator of which is the number of months that
will lapse between the date the person becomes a director and the anticipated
date of the Corporation's next annual stockholders meeting, and the denominator
of which is 12.

                                       17
<PAGE>

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

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

(d)  Option Period and Exercisability. Each Option granted under this Section 9
and all rights or obligations thereunder shall expire ten years after the date
of grant and shall be subject to earlier termination as provided below. Except
as provided in Sections 9(e) and (g), each Option granted under this Section 9
shall become exercisable in four equal annual installments on the first four
anniversaries of the date of the grant.

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

(f)  Adjustments. Options granted under this Section 9 shall be subject to
adjustment as provided in Section 7.

                                       18
<PAGE>

(g)  Acceleration upon a Change of Control. Immediately prior to the occurrence
of a Change of Control, each Option granted under this Section 9 shall become
and shall remain fully exercisable for one year after the date of such Change of
Control or until the expiration of the stated term of such Option, whichever
first occurs. To the extent that any Option granted under this Section 9 is not
exercised before (i) a dissolution of the Corporation or (ii) a merger or other
corporate event that the Corporation does not survive, and no provision is (or
consistent with the provisions of this Section 9 can be) made for the
assumption, conversion, substitution or exchange of the Option, the Option shall
terminate upon the occurrence of such event.

SECTION 10.      Non-Employee Director Stock Units.

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

SECTION 11.      Amendment and Termination of This Plan and Award Agreements.

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

SECTION 12.      Miscellaneous.

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

(b)  Rights of Employees and Officers and Other Participants.

                                       19
<PAGE>

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

          (2)  No Assurance of Employment. Nothing contained in this Plan (or in
any other documents related to this Plan or to any Award) shall confer upon any
Employee or Participant any right to continue in the employ or other service of
the Corporation or any Subsidiary or constitute any contract (of employment or
otherwise) or limit in any way the right of the Corporation or any Subsidiary to
change a person's compensation or other benefits or to terminate the employment
of a person with or without cause, at any time and with or without advance
notice, but, nothing contained in this Plan or any document related hereto shall
adversely affect any independent contractual right of such person without his or
her consent thereto.

(c)  Effective Date; Duration. This Plan has been adopted by the Board of
Directors of the Corporation and becomes effective upon approval of the
stockholders of the Corporation at the annual meeting to be held May 2, 2000.
This Plan shall remain in effect until any and all Awards under this Plan have
been exercised, converted or terminated under the terms of this Plan and
applicable Award Agreements. Notwithstanding the foregoing, no Award may be
granted under this Plan after May 2, 2020. Any Award granted prior to such date
may be amended after such date in any manner that would have been permitted
prior to such date, except that no such amendment shall increase the number of
shares subject to, comprising or referenced in such Award.

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

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

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

                                       20
<PAGE>

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

                                       21
<PAGE>

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


                       CATELLUS DEVELOPMENT CORPORATION


                             TERMS AND PROVISIONS
                   APPLICABLE TO DIRECTOR STOCK UNIT AWARDS
                    2000 PERFORMANCE AWARD PLAN SECTION 10


          These Terms supplement the terms of the 2000 Performance Award Plan
(the "2000 Plan") and shall apply to any deferral election made under Section 10
of the 2000 Plan, to the same extent as if included therein.  These Terms also
are incorporated by reference in the applicable Director Stock Unit Award
Agreement.

          1.   Eligibility.  All Non-Employee Directors are eligible to elect
               -----------
irrevocably to defer all or a portion of their Retainer or Meeting Fees or both
and instead receive Director Stock Units pursuant to Section 10 of the 2000 Plan
and  these Terms.  An eligible director who satisfies these requirements and who
executes a Director Stock Unit Award Agreement will be considered a
"Participant" for purposes of these Terms and the 2000 Plan.

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

               (a)  Ongoing Elections. A Non-Employee Director may irrevocably
                    -----------------
elect to defer a portion of his or her Retainer for services to be rendered
during the following calendar year in Director Stock Units by making an election
on or before the December 31 preceding such calendar year, in accordance with
procedures established by the Committee. A Non-Employee Director may also
irrevocably elect to defer a portion of his or her fees for service on Board
committees or for attendance at Board meetings or committee meetings during a
calendar year by making an election on or before the December 31 preceding such
calendar year, in accordance with procedures established by the Committee. The
Committee may permit any Non-Employee Director who first becomes eligible to
participate in the 2000 Plan on or after the first day of any calendar year to
make a Stock Unit deferral election within 30 days following his or her
eligibility. All elections shall be in writing in the form of Schedule 1 or such
other form as provided by the Committee.

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

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

               (a)  Crediting to Stock Unit Accounts. If a Participant elects to
                    --------------------------------
defer a portion of his or her Retainer, the Corporation shall, as of the
beginning of the year in which the Retainer will be earned (or, in the case of a
Participant who is first elected to the Board, as of the
<PAGE>

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

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

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

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

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

          5.   Limitations on Rights Associated with Units.  A Participant's
               -------------------------------------------
Director Stock Unit Account shall be a memorandum account on the books of the
Corporation.  The Director Stock Units credited to a Participant Director's
Stock Unit Account shall be used solely as a device for the determination of the
number of shares of Common Stock to be distributed eventually to the Participant
under the 2000 Plan.  The Director Stock Units shall not be treated as property
or as a trust fund of any kind.  No Participant shall be entitled to any voting
or other stockholder rights with respect to Director Stock Units granted,
credited or vested under the 2000 Plan.  The number of Director Stock Units
credited and vested (and the Common Stock to which the Participant is entitled
under the 2000 Plan) shall be subject to adjustment in accordance with Section 8
hereof and Section 7 of the 2000 Plan.  These Terms shall create only a
contractual obligation on the part of the Corporation as to such amounts and
shall not be construed as creating a trust.  The 2000 Plan, in and of itself,
has no assets.  A Participant shall have only the

                                      A-2
<PAGE>

rights of a general unsecured creditor of the Corporation with respect to
amounts credited and rights no greater than the right to receive the Common
Stock (or equivalent value) as a general unsecured creditor.

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

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

              (a)   Time and Manner of Distribution. With respect to an election
                    -------------------------------
filed for Retainers, Meeting Fees and/or other fees earned after 2000, a
Participant shall be entitled to receive a distribution of the vested amount
deferred under such election (together with Dividend Equivalents credited
pursuant to Section 8) in accordance with the Participant's election made
pursuant to the Participant's Award Agreement in substantially the form of
Schedule 1.

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

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

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

                                      A-3
<PAGE>

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

          8.  Adjustments in Case of Changes in Common Stock.  If any stock
              ----------------------------------------------
dividend, stock split, recapitalization, merger, consolidation, combination or
other reorganization, exchange of shares, sale of all or substantially all of
the assets of the Corporation, split-up, split-off, spin-off, extraordinary
redemption, liquidation or similar change in capitalization or any distribution
to holders of the Corporation's Common Stock (other than cash dividends and cash
distributions) shall occur, proportionate and equitable adjustments consistent
with the effect of such event on stockholders generally (but without duplication
of benefits if Dividend Equivalents are credited) shall be made in the number
and type of shares of Common Stock or other securities, property and/or rights
contemplated hereunder and of rights in respect of Director Stock Units and
Director Stock Unit Accounts credited under the 2000 Plan so as to preserve the
benefits intended.

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

          10. Limitation on Eligible Directors.  Participation in the 2000 Plan
              --------------------------------
shall not give any person the right to continue to serve as a member of the
Board or any rights or interests other than as herein provided.

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

              (a)   Beneficiary Designation. Upon forms provided by and subject
                    -----------------------
to conditions imposed by the Corporation, each Participant may designate in
writing the Beneficiary or Beneficiaries (as defined in Section 8.2(b)) whom
such Participant desires to receive any amounts payable under the 2000 Plan
after his or her death. The Corporation and the Committee may rely on the
Participant's designation of a Beneficiary or Beneficiaries last filed in
accordance with the terms of the 2000 Plan.

              (b)   Definition of Beneficiary. A Participant's "Beneficiary" or
                    -------------------------
"Beneficiaries" shall be the person, persons, trust or trusts (or similar
entity) designated by the Participant or, in the absence of a designation,
entitled by will or the laws of descent and distribution to receive the
Participant's benefits under the 2000 Plan in the event of the

                                      A-4
<PAGE>

Participant's death, and shall mean the Participant's executor or administrator
if no other Beneficiary is identified and able to act under the circumstances.

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

              (a)   Irrevocability of Payout Elections. Subject to Section 8 of
                    ----------------------------------
the 2000 Plan, a Participant may, subject to the approval of the Committee,
prospectively change an election under Section 7(a) or (b) by a subsequent
election that will take effect at least 12 months after the subsequent election
is received by the Corporation if, in the opinion of counsel to the Corporation,
the subsequent election would not adversely affect the efficacy of deferrals
under the Code in respect of other Participants in the 2000 Plan.
Notwithstanding the preceding sentence, a Participant shall not be permitted to
change an election with respect to any Distribution Subaccount from which
benefits have commenced to be distributed.

              (b)   Notices. Any notices to be given under the terms of the 2000
                    -------
Plan, these Terms or a Stock Unit Award Agreement shall be in writing and
addressed to the Corporation at its principal executive office, to the attention
of the Corporate Secretary and to the Participant at the address given beneath
the Participant's signature on the Stock Unit Award Agreement or to his or her
last address of record in the records of the Corporation.

              (c)   Amendments. The Board shall have the right to amend these
                    ----------
Terms in whole or in part from time to time, subject to Section 8 of the 2000
Plan.

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

              (e)   Compliance with Laws. The 2000 Plan, these Terms, and the
                    --------------------
offer, issuance and delivery of shares of Common Stock through the deferral of
compensation under the 2000 Plan are subject to compliance with all applicable
federal and state laws, rules and regulations (including but not limited to
state and federal securities law) and to such approvals by any listing, agency
or regulatory or governmental authority as may, in the opinion of counsel for
the Corporation, be necessary or advisable in connection therewith. Any
securities delivered under the 2000 Plan shall be subject to such restrictions,
and the person acquiring such securities shall, if requested by the Corporation,
provide such assurances and representations to the Corporation as the
Corporation may deem necessary or desirable to assure compliance with all
applicable securities laws and other legal requirements.

              (f)   Restrictions on Transfer. Neither the Stock Units, nor any
                    ------------------------
interest therein, nor amount payable or Common Stock deliverable in respect
thereof, may be sold, assigned, transferred, pledged or otherwise disposed of,
alienated or encumbered, either voluntarily or involuntarily, other than by will
or the laws of descent and distribution. This restriction on exercise and
transfer shall not be deemed to prohibit, to the extent permitted by the
Committee, transfers without consideration for estate and financial planning
purposes. Common Stock issued upon payment of a Director Stock Unit Account
shall be subject to only

                                      A-5
<PAGE>

such restrictions on transfer as may be necessary or advisable, in the opinion
of legal counsel to the Corporation, to assure compliance with applicable
securities laws.

                                      A-6
<PAGE>

Schedule 1
----------

                       CATELLUS DEVELOPMENT CORPORATION


                          STOCK UNIT AWARD AGREEMENT
                          FOR NON-EMPLOYEE DIRECTORS
                         (DEFERRAL FOR 20__ PLAN YEAR)


          THIS DIRECTOR STOCK UNIT AWARD AGREEMENT ("AGREEMENT") is dated as of
the ____ day of _______, 20__, between CATELLUS DEVELOPMENT CORPORATION, a
Delaware corporation (the "Corporation"), and _____________________ (the
"Participant").

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

          1.   Stock Unit Deferral Election. The Participant hereby irrevocably
               ----------------------------
elects to defer under Section 10 of the Corporation's 2000 Performance Award
Plan (the "Plan") the following percentage(s) of the Retainer(s) and/or Meeting
Fees that will become payable to the Participant for services to be rendered
during the year commencing January 1, _____ (the "Plan Year") (fill in
percentage and initial your election):

          Retainer                 ____% (Fill in 0%, 25%, 50%, 75% or 100%)
          Meeting Fees             ____% (Fill in 0%, 25%, 50%, 75% or 100%)
          Chairman's Retainer      ____% (Fill in 0%, 25%, 50%, 75% or 100%)

Such amounts shall be credited in Stock Units in accordance with Section 10 of
the 2000 Plan.  Capitalized terms not otherwise defined herein shall have the
meaning assigned to such terms in the 2000 Plan.

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

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

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

[ ]  ____ A single lump sum deliverable on the earlier of January 1, ____ [fill
          in a year that is not less than three years after the Plan Year1]or on
          the January 1 following his or her termination of service on the
          Board; or

                                      S-1
<PAGE>

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

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

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

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

          3.   General Terms. The deferral in and vesting of Stock Units and
               -------------
this Agreement are subject to, and the Corporation and the Participant agree to
be bound by, the applicable provisions of the 2000 Plan, incorporated herein by
this reference. The Participant acknowledges receiving a copy of the 2000 Plan
and understanding its applicable provisions. Provisions of the Plan that grant
further discretionary authority to the Corporation, the Board or the Committee
shall not create any rights in the Participant, unless such rights are expressly
set forth herein.

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

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

                              CATELLUS DEVELOPMENT CORPORATION
                              "Corporation"



                              By:_____________________________

                              Title:__________________________

                                      S-2
<PAGE>

                                  PARTICIPANT


                                        ___________________________________
                                             (Signature)

                                        ___________________________________
                                             (Print Name)

                                        ___________________________________
                                             (Address)


                                        ___________________________________
                                             (City, State, Zip Code)


                                        ___________________________________
                                             (Social Security Number)

                                      S-3
<PAGE>

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

          In consideration of the execution of the foregoing Director Stock Unit
Award Agreement, I, _________________, the spouse of the Participant herein
named, do hereby join with my spouse in executing the Agreement and do hereby
agree to be bound by all of the terms and provisions thereof and of the 2000
Plan and the General Provisions.

DATED:  _______________, 20___               ________________________________
                                                   Signature of Spouse

                                      S-4