DEL WEBB CORPORATION
                            1998 DIRECTOR STOCK PLAN

                 ARTICLE 1. ESTABLISHMENT, PURPOSE, AND DURATION

     1.1 Establishment of the Plan. Del Webb Corporation, a Delaware corporation
(the "Company"),  hereby establishes a stock plan for Nonemployee Directors,  to
be known as the "Del Webb Corporation 1998 Director Stock Plan"(the "Plan"),  as
set forth in this document.  The Plan permits the deferral of Directors'  Annual
Retainers into grants of Nonqualified  Stock Options and Restricted  Stock,  and
sets forth the terms of annual grants of Stock Options to Nonemployee Directors.

     Upon approval by the Board of Directors of Company,  and  conditioned  upon
subsequent  approval of the Plan by the shareholders of Company,  the Plan shall
become effective as of July 23, 1998 (the "Effective Date"), and shall remain in
effect as  provided  in Section  1.3.  Any Awards  made in  accordance  with the
provisions of the Plan prior to  shareholder  approval are effective  when made,
but no Award may be  exercised  or settled and no  restrictions  relating to any
Award may lapse before shareholder approval. If the shareholders fail to approve
the Plan at the 1998 annual shareholders meeting or any adjournment thereof, the
Plan and any Award  made  under the Plan shall be void ab initio and of no force
or effect.

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

     1.3 Duration of the Plan. The Plan shall commence on the Effective Date, as
described in Section  1.1,  and shall remain in effect,  subject to the right of
the Board of Directors to terminate  the Plan at any time pursuant to Article 9,
until all Shares subject to it shall have been  purchased or acquired  according
to the Plan's provisions. However, in no event may an Award be granted under the
Plan on or after July 22, 2008.

                     ARTICLE 2. DEFINITIONS AND CONSTRUCTION

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

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

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

          (c) "Beneficial Owner" shall have the meaning ascribed to such term in
     Rule 13d-3 of the General Rules and Regulations under the Exchange Act.
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          (d) "Board" or "Board of  Directors"  means the Board of  Directors of
     Del Webb Corporation,  and includes any committee of the Board of Directors
     designated by the Board to administer part or all of this Plan.

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

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

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

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

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

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

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

          (g) "Committee"  means the Human  Resources  Committee of the Board of
     Directors, or any other committee appointed by the Board to administer this
     Plan. In any event,  unless otherwise  specifically  provided by the Board,
     the Committee shall be comprised of at least two  individuals  each of whom
     qualifies as a  "non-employee  director" as defined in Rule  16b-3(b)(3) of
     the Exchange Act, as it may be amended,  replaced,  or superseded from time
     to time.
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          (h) "Company" means Del Webb Corporation,  a Delaware corporation,  or
     any successor thereto as provided in Section 10.2 herein.

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

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

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

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

          (m) "Fair Market Value" means,  as of any given date,  the fair market
     value of a Share or other property determined by such methods or procedures
     as may be established from time to time by the Committee.  Unless otherwise
     determined  by the  Committee,  the Fair Market  Value of a Share as of any
     date  shall be the  closing  price for a Share on any  national  securities
     exchange  on which the Shares are then listed for that date or, if there is
     no closing  price for that date,  the closing  price on the next  preceding
     date for which there is a closing price, all as reported in the Wall Street
     Journal.

          (n) "Grant Date" means (I) with respect to Awards granted  pursuant to
     Section 7.1 or 7.3, the effective date of the grant as set forth in Section
     7.1 or 7.3,  and (ii) with respect to Awards  granted  pursuant to Sections
     6.1, 6.2,  6.3, and 7.2, the tenth (10th) day following the public  release
     of Company's fiscal year-end earnings information.

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

          (p)  "Option"  means an  option  to  purchase  Shares,  granted  under
     Articles 6 or 7.

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

          (r) "Period of Restriction" means the period during which the transfer
     of Shares of  Restricted  Stock is limited in some way,  and the Shares are
     subject to a substantial risk of forfeiture, as provided in Article 6.
<PAGE>
          (s) "Person"  shall have the meaning  ascribed to such term in Section
     3(a)(9) of the Exchange Act and used in Sections  13(d) and 14(d)  thereof,
     including a "group" as defined in Section 13(d).

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

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

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

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

                            ARTICLE 3. ADMINISTRATION

     3.1 The Board and the Committee.  Subject to the  restrictions set forth in
this Plan, the Board shall  administer  the  discretionary  grant  provisions of
Section 7.3 and bear the responsibility for all related administrative  matters.
The  Committee  shall  be  responsible  for  the  administration  of  all  other
provisions of the Plan.

     3.2  Administration.  The Committee or the Board, as the case may be, shall
have full power, discretion, and authority to interpret and administer this Plan
in a manner which is consistent with the Plan's provisions. The Board shall have
full  power,  except as limited by law or by the  Articles of  Incorporation  or
Bylaws of Company,  and subject to the provisions herein, to determine the terms
and  conditions  of any  discretionary  grants  made  pursuant  to Section  7.3,
including,  but not limited to, the number of Shares subject to the Option,  the
exercise price, any restrictions or limitations on any Option,  any schedule for
lapse of restrictions on the  exercisability of an Option,  and accelerations or
waivers thereof,  based in each case on such  considerations as the Board in its
sole discretion determines.

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

                      ARTICLE 4. SHARES SUBJECT TO THE PLAN

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

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

     4.3 Adjustments.  The Committee may make or provide for such adjustments in
the (a) number of Shares  covered by outstanding  Options and  Restricted  Stock
granted  hereunder,  (b) prices per share applicable to outstanding  Options and
(C) kind of Shares covered thereby,  as the Committee in its sole discretion may
in good faith determine to be equitably required in order to prevent dilution or
enlargement of the rights of  Participants  that otherwise would result from (x)
any  stock   dividend,   stock  split,   combination   or  exchange  of  Shares,
recapitalization  or other change in the capital  structure of Company,  (y) any
merger, consolidation,  spin-off, spin-out, split-off, split-up, reorganization,
partial or complete  liquidation,  or other distribution of assets (other than a
normal cash dividend), issuance of rights or warrants to purchase securities, or
(z) any other corporate  transaction or event having an effect similar to any of
the foregoing.  Moreover,  in the event of any such  transaction  or event,  the
Committee may provide in substitution  for any or all  outstanding  Awards under
this Plan such alternative consideration as it may in good faith determine to be
equitable under the  circumstances  and may require in connection  therewith the
surrender of all Awards so replaced.  The Committee may also make or provide for
such  adjustments  in the  number  of Shares  specified  in  Section  4.1 as the
Committee in its sole  discretion may in good faith  determine to be appropriate
in order to reflect any  transaction or event described in this Section 4.3. Any
adjustment  pursuant to this Section 4.3 will be conclusive  and binding for all
purposes of the Plan.

                    ARTICLE 5. ELIGIBILITY AND PARTICIPATION

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

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

                     ARTICLE 6. DEFERRAL OF ANNUAL RETAINERS

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

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

     Each deferral  election by a Director  shall relate to the Annual  Retainer
which is to be earned by the Director for Company's  fiscal year which begins in
the first  calendar  year  following  the  calendar  year in which the  deferral
election  is made.  For  example,  a deferral  election  made by a  Director  on
December 31, 1998 will correspond to the deferral of an Annual Retainer which is
to be earned by the Director  during the fiscal year beginning July 1, 1999, and
ending June 30, 2000.

     The effective date of the Award grant relating to Annual Retainer deferrals
shall be the Grant Date which falls in the first  calendar  year  following  the
calendar  year in which the  applicable  deferral  election  is made.  Awards of
Restricted  Stock  pursuant to Annual  Retainer  deferrals  under this Plan also
shall be made on the same Grant Date.

     6.2 Terms of Stock Option Deferrals.

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

     Number of Shares = Amount of Deferral  divided by (0.25 X Fair Market Value
     of Shares at Grant Date)

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

          (b) Vesting of Options.  Options  granted  under this  Article 6 shall
     vest immediately.

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

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

          (e) Payment.  Options  shall be exercised by the delivery of a written
     notice of exercise to the Secretary of Company, setting forth the number of
     Shares with respect to which the Option is to be exercised,  accompanied by
     full payment for the Shares.
<PAGE>
     The Option price upon exercise of any Option shall be payable to Company in
full  either:  (i) in  cash or its  equivalent,  (ii)  by  tendering  previously
acquired  Shares having a Fair Market Value at the time of exercise equal to the
total Option  price,  (iii)  subject to the approval of the Board in the case of
discretionary  grants  under  Section  7.3,  or subject to the  approval  of the
Committee  in all other  cases,  pursuant  to a cashless  exercise  arrangement,
including a broker-assisted  cashless exercise arrangement under Federal Reserve
Board  Regulation  T, or (iv) by a  combination  of (I),  (ii)  and  (iii).  The
proceeds  from such a payment shall be added to the general funds of Company and
shall be used for general corporate purposes.

     To  the  extent  that  a  Participant  exercises  an  Option  by  tendering
previously  acquired  Shares,  the Participant may elect to defer the receipt of
any "Excess Shares" so acquired,  with such election to be made at such time and
in such  manner  as may be  prescribed  from time to time in rules  adopted  for
purposes of this  paragraph.  For purposes of this  paragraph,  the term "Excess
Shares"  means (i) the  difference  between  the number of Shares  that could be
received upon exercise of the Option by tendering previously acquired Shares and
(ii) the  number of  previously  acquired  Shares  tendered  as  payment  of the
exercise price.

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

     (g) Termination of Service on Board of Directors.  In the event the service
of a Participant on the Board is terminated for any reason,  any Option acquired
pursuant  to this  Article  shall  remain  exercisable  at any time prior to its
expiration date, or for one (1) year after the termination of service, whichever
period is shorter,  by the  Participant  or such person or persons as shall have
been named as the Participant's legal representative or beneficiary,  or by such
persons that have acquired the Participant's  rights under the Option by will or
by the laws of descent and distribution.

     (h)  Nontransferability of Options.  Except as otherwise allowed by uniform
rules adopted by the Board or the  Committee,  no Option granted under this Plan
may  be  sold,  transferred,   pledged,  assigned,  or  otherwise  alienated  or
hypothecated,  other than by will, by the laws of descent and  distribution,  or
pursuant to Section 10.1.  Further,  all Options granted to a Participant  under
this  Plan  shall  be  exercisable  during  his or her  lifetime  only  by  such
Participant.

     6.3 Terms of Restricted Stock Deferrals.

          (a) Grants of  Restricted  Stock.  The number of shares of  Restricted
     Stock which shall be granted pursuant to an Annual Retainer  deferral shall
     be determined according to the following formula:
<PAGE>
     Number of Shares = Amount  of  Deferral  divided  by Fair  Market  Value of
     Shares at Grant Date

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

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

          (c)  Transferability.  Except as provided in this Section 6.3(c),  the
     Shares of  Restricted  Stock granted  herein may not be sold,  transferred,
     pledged,  assigned,  or  otherwise  alienated or  hypothecated  (other than
     pursuant  to  Section  10.1)  until  the end of the  applicable  Period  of
     Restriction,  as specified in the Restricted Stock Agreement. The Period of
     Restriction for Shares of Restricted Stock awarded pursuant to this Article
     6 shall end six (6) months  following  the Grant Date on which such  Shares
     were issued.  All rights with respect to the Restricted  Stock granted to a
     Director under the Plan shall be available  during his or her lifetime only
     to such Director.

          (d)  Certificate  Legend.  Each  certificate  representing  Shares  of
     Restricted  Stock  granted  pursuant  to the Plan  may  bear the  following
     legend:  "The sale or other transfer of the Shares of Stock  represented by
     this certificate,  whether voluntary,  involuntary, or by operation of law,
     is subject to certain restrictions on transfer as set forth in the Del Webb
     Corporation 1998 Director Stock Plan and in a Restricted Stock Agreement. A
     copy of the Plan and such  Restricted  Stock Agreement may be obtained from
     the Secretary of Del Webb Corporation."

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

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

          (g)   Dividends  and  Other   Distributions.   During  the  Period  of
     Restriction, Directors holding Shares of Restricted Stock granted hereunder
     shall be entitled to receive all  dividends  and other  distributions  paid
     with respect to those Shares while they are so held. If any such  dividends
     or  distributions  are paid in Shares,  the Shares  shall be subject to the
     same restrictions on  transferability  and  forfeitability as the Shares of
     Restricted Stock with respect to which they were paid.
<PAGE>
          (h)  Termination  of  Service  on Board  of  Directors  Due to  Death,
     Disability,  or Retirement.  In the event that a Director's  service on the
     Board terminates prior to the end of the Period of Restriction by reason of
     death,  Disability,  or retirement  from the Board after  attaining age 72,
     then the  percentage  vesting of the Shares of  Restricted  Stock  shall be
     determined according to a fraction, the numerator of which is the number of
     full weeks of service on the Board  between the  applicable  Grant Date and
     the  date  the  Director's  service  on  the  Board  terminates,   and  the
     denominator of which is twenty-six (26).

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

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

                   ARTICLE 7. INITIAL AND ANNUAL OPTION GRANTS

     7.1 Initial  Option Grants.  Each  individual who first became or becomes a
Nonemployee  Director  on or after  July 23,  1998 shall be granted an Option to
purchase six thousand (6,000) Shares, effective as of the later of July 23, 1998
or the first  Board  meeting at which such  individual  serves as a  Nonemployee
Director.  Effective as of July 23, 1998, each other Nonemployee  Director shall
be granted an option to purchase the number of Shares equal to such  Nonemployee
Director's  "shortfall".  A Nonemployee  Director's  "shortfall" shall equal the
difference  between six thousand (6,000) Shares and the number of Shares subject
to Options granted to the Director prior to July 23, 1998.

     7.2 Annual Grant of Options.  Each Nonemployee Director shall be granted an
Option to purchase two  thousand  (2,000)  Shares upon each  November 20 of each
calendar  year  commencing  in 1998  (less the  number of shares  granted to the
Director  under the Del Webb  Corporation  Director  Stock  Plan or the Del Webb
Corporation 1995 Director Stock Plan during each such calendar year).

     7.3  Discretionary  Grants.  The Board  shall have the  authority  to grant
Options,  in addition to those granted under  Sections 6.1, 6.2, 7.1 and 7.2, in
such amounts and at such times as the Board  determines to be  appropriate.  The
specific  terms of a  discretionary  option grant made  pursuant to this Section
will be subject to all of the  provisions of this Article and the related Option
Agreement.  The Grant Date for such Option shall be  determined  by the Board at
the time the Award is made.
<PAGE>
     7.4 Individual Award Agreement.  Each Option grant shall be evidenced by an
Individual  Award  Agreement that will not include any terms or conditions  that
are inconsistent with the terms and conditions of this Plan.

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

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

     7.7  Vesting  and  Exercise.  Participants  shall be  entitled  to exercise
Options granted under this Article 7 at any time and from time to time after the
Options  vest and prior to the end of the ten (10) year period  beginning on the
Grant Date of the  Option.  The Option  shall vest  according  to the  following
vesting  schedule:  one-third of the Options shall vest on the first anniversary
date of the Grant Date of the Options,  and  one-third of the Options shall vest
on each of the second and third anniversaries of the Grant Date of the Options.

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

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

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

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

          (ii) The percentage vesting of the portion of an Award which otherwise
     would have vested on the  anniversary  of the Grant Date next following the
     date on which the Participant's  service on the Board terminates (the "Next
     Vesting  Date") will be a fraction,  the numerate of which is the number of
     full weeks of service on the Board during the 12-month period ending on the
     Next Vesting Date, and the denominator of which is fifty-two (52); and
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          (iii) Any  portion of an Option  which is not deemed  vested as of the
     date service to the Board is terminated, including the portion of an Option
     that is not deemed  vested prior to the Next Vesting  Date  (determined  in
     accordance  with  Subparagraph  (ii)  above),  and the portion of an Option
     which would have vested after the Next Vesting Date,  shall be forfeited by
     the Participant and shall again be available for grant under the Plan.

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

     7.11 Termination of Service on the Board of Directors for Other Reasons. If
the service of a Participant  on the Board shall  terminate for any reason other
than for death,  Disability or retirement from the Board after attaining age 72,
any outstanding  Options held by the Participant  that are not exercisable as of
the date of termination shall be forfeited and lapse. To the extent an Option is
exercisable as of the date of termination  of the  Participant's  service on the
Board under this Section 7.11, it shall remain  exercisable at any time prior to
its  expiration  date,  or for one (1) year  after  the  date the  Participant's
service on the Board terminates, whichever period is shorter.

     7.12  Nontransferability of Options. Except as otherwise allowed by uniform
rules  adopted  by the Board or the  Committee,  no Option  granted  under  this
Article 7 may be sold, transferred, pledged, assigned, or otherwise alienated or
hypothecated,  other than by will or by the laws of descent and distribution, or
pursuant to Section 10.1.  Further,  all Options granted to a Participant  under
this  Article 7 shall be  exercisable  during his or her  lifetime  only by such
Participant.

                          ARTICLE 8. CHANGE IN CONTROL

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

               ARTICLE 9. AMENDMENT, MODIFICATION, AND TERMINATION

     9.1  Amendment,  Modification,  and  Termination.  Subject to the terms set
forth in this Section 9.1, the Board may terminate,  amend,  or modify this Plan
at any  time and  from  time to  time.  However,  to the  extent  necessary  and
desirable to comply with any applicable law, regulation, or stock exchange rule,
the Board shall obtain shareholder approval of any Plan amendment in such manner
and to such a degree as may be required.
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     9.2 Awards  Previously  Granted.  Unless  required by law, no  termination,
amendment, or modification of this Plan shall in any manner adversely affect any
Award  previously  granted under this Plan,  without the written  consent of the
Participant holding such Award.

                            ARTICLE 10. MISCELLANEOUS

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

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

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

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