<PAGE>   1

                                TOM BROWN, INC.
                                   KSOP PLAN

                               TABLE OF CONTENTS


<TABLE>
<S>                                                                                                                     <C>
SECTION 1 - ELIGIBILITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

         1.1     CONDITIONS OF ELIGIBILITY  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
         1.2     APPLICATION FOR PARTICIPATION  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
         1.3     EFFECTIVE DATE OF PARTICIPATION  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
         1.4     DETERMINATION OF ELIGIBILITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
         1.5     OMISSION OF ELIGIBLE EMPLOYEE  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
         1.6     INCLUSION OF INELIGIBLE EMPLOYEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
         1.7     ELECTION NOT TO PARTICIPATE  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
         1.8     EMPLOYEE TRANSFERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
         1.9     EMPLOYEES NOT ELIGIBLE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
         DEFINITIONS FOR ELIGIBILITY  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

SECTION 2 - CONTRIBUTIONS AND FORFEITURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

         ELECTIVE DEFERRALS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
         2.1     CONTRIBUTIONS TO THIS PLAN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
         2.2     ELECTIVE DEFERRALS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
         2.3     EXCESS ELECTIVE DEFERRALS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
         2.4     DISTRIBUTION OF EXCESS ELECTIVE DEFERRALS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
         ACTUAL DEFERRAL PERCENTAGE TESTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
         2.5     ACTUAL DEFERRAL PERCENTAGE TESTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
         2.6     ADJUSTMENT TO ACTUAL DEFERRAL PERCENTAGE TESTS . . . . . . . . . . . . . . . . . . . . . . . . . . .  13
         2.7     DISTRIBUTION OF EXCESS CONTRIBUTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13
         2.8     RECHARACTERIZATION OF EXCESS CONTRIBUTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  14
         2.9     QUALIFIED NON-ELECTIVE CONTRIBUTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  14
         ACTUAL CONTRIBUTION PERCENTAGE TESTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15
         2.10    ACTUAL CONTRIBUTION PERCENTAGE TESTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15
         2.11    ADJUSTMENT TO ACTUAL CONTRIBUTION PERCENTAGE TESTS . . . . . . . . . . . . . . . . . . . . . . . . .  17
         2.12    DISTRIBUTION OF EXCESS AGGREGATE CONTRIBUTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . .  18
         2.13    QUALIFIED NON-ELECTIVE CONTRIBUTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
         2.14    RECHARACTERIZATION OF EXCESS
                 AGGREGATE CONTRIBUTIONS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
         TOP-HEAVY PLAN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
         2.15    TOP HEAVY PLAN REQUIREMENTS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
</TABLE>





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<TABLE>
<S>                                                                                                                    <C>
         2.16    TOP HEAVY STATUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
         2.17    TOP HEAVY MINIMUM CONTRIBUTIONS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  22
         OTHER CONTRIBUTIONS/FORFEITURES  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  24
         2.18    EMPLOYER CONTRIBUTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  24
         2.19    EMPLOYEE CONTRIBUTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  25
         2.20    FORFEITURES  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  26
         MAXIMUM ANNUAL ADDITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  27
         2.21    MAXIMUM ANNUAL ADDITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  27
         2.22    ADJUSTMENT FOR EXCESS AMOUNTS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  29
         ROLLOVERS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  30
         2.23    ROLLOVERS TO THIS PLAN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  30
         DEFINITIONS FOR CONTRIBUTIONS AND FORFEITURES  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  31
         2.24    ELECTIVE DEFERRALS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  31
         2.25    ACTUAL DEFERRAL PERCENTAGE TESTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  31
         2.26    ACTUAL CONTRIBUTION PERCENTAGE TESTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  33
         2.27    TOP HEAVY PLAN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  36
         2.28    OTHER CONTRIBUTIONS AND FORFEITURES  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  40
         2.29    MAXIMUM ANNUAL ADDITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  41
         2.30    ROLLOVERS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  41

SECTION 3 - BENEFITS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  42

         3.1     TOM BROWN STOCK  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  42
         3.2     RIGHT OF FIRST REFUSAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  43
         3.3     PUT OPTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  43
         3.4     DISTRIBUTIONS OF TOM BROWN STOCK . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  45
         3.5     DISTRIBUTION EVENTS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  46
                 (a)      RETIREMENT  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  46
                 (b)      DEATH . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  46
                 (c)      DISABILITY  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  46
                 (d)      TERMINATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  47
                 (e)      HARDSHIP  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  52
         3.6     DIRECT ROLLOVER  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  54
         3.7     SEGREGATION OR DISTRIBUTION  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  54
                 (a)      MINORS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  54
                 (b)      UNKNOWN LOCATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  55
                 (c)      LIMITATIONS ON BENEFITS AND DISTRIBUTIONS . . . . . . . . . . . . . . . . . . . . . . . . .  55
         DEFINITIONS FOR BENEFITS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  55

SECTION 4 - OTHER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  57

         4.1     TOM BROWN  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  57
         4.2     ACTION BY TOM BROWN  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  58

</TABLE>


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<TABLE>
         <S>                                                                                                           <C>
         4.3     ADMINISTRATOR  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  58
         4.4     TRUSTEE  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  60
         4.5     AMENDMENT, TERMINATION, MERGER OR CONSOLIDATION  . . . . . . . . . . . . . . . . . . . . . . . . . .  70
         4.6     PARTICIPANT RIGHTS/CLAIMS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  71
         4.7     TOM BROWN STOCK  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  73
         4.8     VALUATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  75
         4.9     PARTICIPATING EMPLOYER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  76
         4.10    OTHER  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  77
</TABLE>





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                                TOM BROWN, INC.
                                   KSOP PLAN



         TOM BROWN, INC. ("TOM BROWN") ADOPTS THE TOM BROWN, INC. KSOP ("THIS
PLAN"), WHICH IS A MERGER OF THE TOM BROWN, INC. EMPLOYEE STOCK OWNERSHIP PLAN
AND THE TOM BROWN, INC. PROFIT-SHARING 401(K) PLAN, EFFECTIVE AS OF JANUARY 1,
1996, AS A 401(K) PROFIT-SHARING PLAN WITH EMPLOYEE STOCK OWNERSHIP PLAN
PROVISIONS FOR THE BENEFIT OF THOSE PERSONS WHO QUALIFY AS PARTICIPANTS.

DEFINED TERMS ARE ITALICIZED, AND DEFINITIONS ARE AT THE END OF EACH SECTION.

"SECTION" AND "SUBSECTION" REFER TO THE SECTION AND SUBSECTIONS IN THIS PLAN.

         ALL PROVISIONS APPLY ON OR AFTER THE EFFECTIVE DATE OF THIS AMENDMENT
AND RESTATEMENT AND SHALL BE APPLIED ON A UNIFORM AND CONSISTENT BASIS.

         THE PURPOSE OF THIS PLAN IS TO PROVIDE BENEFITS OF A QUALIFIED
RETIREMENT PLAN IN CODE SECTION 401(A).


                                   SECTION 1
                                  ELIGIBILITY

1.1      CONDITIONS OF ELIGIBILITY

         Subject to subsection 1.9, an EMPLOYEE is eligible to participate in
THIS PLAN on the later of his (i) completion of 1 YEAR OF SERVICE or (ii)
attaining age 21.  TOM BROWN shall give each EMPLOYEE written notice of his
eligibility to participate in THIS PLAN prior to the close of the PLAN YEAR in
which he first becomes eligible to participate.

         Employees of an AFFILIATED EMPLOYER are eligible, on the same basis as
EMPLOYEES,  to participate in THIS PLAN when such AFFILIATED EMPLOYER
specifically adopts THIS PLAN in writing, with TOM BROWN'S and the Trustee's
approval.

1.2      APPLICATION FOR PARTICIPATION

         Each EMPLOYEE shall apply to TOM BROWN for participation and agree to
the terms of THIS PLAN.  An EMPLOYEE who accepts of any benefits from THIS PLAN
is deemed to have made application to participate in and be bound by THIS PLAN.





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1.3      EFFECTIVE DATE OF PARTICIPATION

         An EMPLOYEE shall become a PARTICIPANT effective as of the earlier of
the 1st day of January, April July or October coinciding with or next following
the EMPLOYEE'S meeting the eligibility requirements of subsection 1.1 if the
EMPLOYEE is still employed as of such date (or, if not employed on such date,
when he begins SERVICE again).

         A PARTICIPANT who becomes ineligible to participate participates
immediately upon his becoming eligible again.

1.4      DETERMINATION OF ELIGIBILITY

         The ADMINISTRATOR determines each EMPLOYEE'S eligibility to
participate in THIS PLAN based upon information furnished by TOM BROWN.  Such
determination shall be conclusive and binding upon all persons, when made
pursuant to THIS PLAN and the ACT.  Such determination shall be subject to
review in subsection 4.6.

1.5      OMISSION OF ELIGIBLE EMPLOYEE

         If, in any PLAN YEAR, any EMPLOYEE is erroneously omitted as a
PARTICIPANT and discovery of such omission is made after TOM BROWN makes a
contribution, TOM BROWN shall make a subsequent contribution for the omitted
EMPLOYEE which would have been contributed for him had he not been omitted.
Such contribution shall be made regardless of whether or not it is deductible
by the CODE.

1.6      INCLUSION OF INELIGIBLE EMPLOYEE

         If, in any PLAN YEAR, any person is erroneously included as a
PARTICIPANT and discovery of such inclusion is made after TOM BROWN makes a
contribution, TOM BROWN is not entitled to recover the contribution for the
ineligible person.  The contribution for the ineligible person is a FORFEITURE
for the PLAN YEAR of discovery.

1.7      ELECTION NOT TO PARTICIPATE

         An EMPLOYEE may, subject to TOM BROWN'S approval, voluntarily elect
not to participate in THIS PLAN.  Such election must be communicated in writing
to TOM BROWN at least 30 days before the beginning of a PLAN YEAR.

1.8      EMPLOYEE TRANSFERS

         An EMPLOYEE may be transferred from PARTICIPATING EMPLOYER to
PARTICIPATING EMPLOYER and, on any such transfer, such EMPLOYEE carries with
him his accumulated SERVICE and eligibility.  No such transfer effects a
TERMINATION, and the PARTICIPATING EMPLOYER to which





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<PAGE>   6
the EMPLOYEE is transferred  then becomes obligated for such EMPLOYEE as was
the PARTICIPATING EMPLOYER from whom the EMPLOYEE was transferred.

1.9      EMPLOYEES NOT ELIGIBLE

         EMPLOYEES whose employment is governed by the terms of a collective
bargaining agreement between employee representatives (by CODE SECTION
7701(a)(46)) and by which retirement benefits were the subject of good faith
bargaining between the parties are not eligible to participate in THIS PLAN
unless such agreement expressly provides for this coverage by THIS PLAN.

         EMPLOYEES who are nonresident aliens (by CODE SECTION 7701(b)(1)(B))
and who receive no earned income (by CODE SECTION 911(d)(2)) which constitutes
income from sources within the United States (by CODE SECTION 861(a)(3)) are
not eligible to participate in THIS PLAN.

DEFINITIONS FOR ELIGIBILITY

THE FOLLOWING ARE DEFINITIONS FOR THIS SECTION AND THIS PLAN.

1.10     "PARTICIPANT" is any EMPLOYEE who participates in THIS PLAN by
subsection 1.1 and is not ineligible to participate in THIS PLAN.

         (a)     "EMPLOYEE" is any employee of TOM BROWN.

         (b)     "FORMER PARTICIPANT" is a person who was a PARTICIPANT, but
         who is not a PARTICIPANT for any reason.

         (c)     "LEASED EMPLOYEE" is any person (other than an EMPLOYEE) who,
         by an agreement between TOM BROWN and any other person ("leasing
         organization") has performed services for TOM BROWN (or for TOM BROWN
         and related persons by CODE SECTION 414(n)(6)) on a substantially full
         time basis for a period of at least 1 year, and such services are of a
         type historically performed by employees in TOM BROWN'S business
         field.  Contributions or benefits provided a LEASED EMPLOYEE by the
         leasing organization attributable to services performed for TOM BROWN
         are treated as provided by TOM BROWN.

         A LEASED EMPLOYEE shall not be considered an EMPLOYEE:

                 (i)      if such employee is covered by a money purchase
                 pension plan which provides:

                          (A)     a nonintegrated employer contribution rate of
                          at least 10% of compensation (by CODE SECTION 415(c)
                          (3)) but including amounts contributed by TOM BROWN 
                          to a salary reduction agreement and not





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<PAGE>   7
                          includible in his gross income by CODE SECTIONS 125,
                          402(e)(3), 402(h)(1)(B), 403(b) or 457, and employee
                          contributions (by CODE SECTION 414(h)(2)) that are
                          treated as employer contributions.
        
                          (B)     immediate participation; and

                          (C)     full and immediate vesting; and

                 (ii)     if LEASED EMPLOYEES constitute less than 20% of TOM
                 BROWN'S non-highly compensated work force.

1.11     "SERVICE" is employment with TOM BROWN.

         (a)      "1-YEAR BREAK IN SERVICE" is the applicable computation
         period for which an EMPLOYEE completes less than 500 HOURS OF SERVICE.

                 To determine whether a PARTICIPANT has incurred a 1-YEAR BREAK
         IN SERVICE, HOURS OF SERVICE are recognized for AUTHORIZED LEAVES OF
         ABSENCE and MATERNITY AND PATERNITY LEAVES OF ABSENCE.  YEARS OF
         SERVICE and 1-YEAR BREAKS IN SERVICE are measured by the same
         computation period.

                 "AUTHORIZED LEAVE OF ABSENCE" is an unpaid, temporary
         cessation from active employment with TOM BROWN by an established
         nondiscriminatory policy, whether by illness, military service, or any
         other reason.

                 A "MATERNITY OR PATERNITY LEAVE OF ABSENCE" is an absence from
         work for any period for the EMPLOYEE'S pregnancy, birth of the
         EMPLOYEE'S child, placement of a child with the EMPLOYEE for the
         adoption of such child, or any absence for caring for such child for a
         period immediately following such birth or placement.  HOURS OF
         SERVICE are credited for the computation period in which the absence
         from work begins, only if credit therefore is necessary to prevent the
         EMPLOYEE from incurring a 1-YEAR BREAK IN SERVICE, or, in any other
         case, in the immediately following computation period.  HOURS OF
         SERVICE credited for a MATERNITY OR PATERNITY LEAVE OF ABSENCE are
         those which would normally have been credited but for such absence,
         or, when the ADMINISTRATOR is unable to determine such hours normally
         credited, 8 HOURS OF SERVICE per day.  The total HOURS OF SERVICE
         credited for a MATERNITY OR PATERNITY LEAVE OF ABSENCE shall not
         exceed 501.

         (b)     "HOUR OF SERVICE" is each hour for which

                 (i)      an EMPLOYEE is directly or indirectly compensated or
                          entitled to compensation for the performance of
                          duties during the applicable computation period;





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<PAGE>   8
                 (ii)     an EMPLOYEE is directly or indirectly compensated or
                          entitled to compensation  (whether or not the
                          employment relationship has terminated) other than
                          for performance of duties (such as vacation,
                          holidays, sickness, jury duty, disability, lay-off,
                          military duty or leave of absence) during the
                          applicable computation period;

                 (iii)    back pay is awarded or agreed to regardless of
                          mitigation of damages.  These hours will be credited
                          to the EMPLOYEE for the computation period or periods
                          to which the award or agreement pertains rather than
                          the computation period in which the award, agreement
                          or payment is made.

                 The same HOURS OF SERVICE shall not be credited both under (i)
                 or (ii), as the case may be, and under (iii).

                 Notwithstanding the above,

                 (i)      no more than 501 HOURS OF SERVICE are credited to an
                          EMPLOYEE for any single continuous period during
                          which the EMPLOYEE performs no duties (whether or not
                          such period occurs in a single computation period);

                 (ii)     an hour for which an EMPLOYEE is directly or
                          indirectly paid, or entitled to payment for a period
                          during which no duties are performed is not credited
                          to the EMPLOYEE if such payment is made or due under
                          a plan maintained solely for complying with
                          applicable worker's compensation, unemployment
                          compensation, or disability insurance laws; and

                 (iii)    HOURS OF SERVICE are not credited for a payment which
                          solely reimburses an EMPLOYEE for medical or
                          medically related expenses incurred by the EMPLOYEE.

         For this subsection, a payment is deemed to be made by or due whether
or not such payment is made by or due directly, or indirectly through, among
others, a trust fund, or insurer, to which TOM BROWN contributes or pays
premiums and whether or not contributions made or due to the trust fund,
insurer, or other entity are for the benefit of particular EMPLOYEES or are for
a group of EMPLOYEES in the aggregate.

         An HOUR OF SERVICE is counted for determining a YEAR OF SERVICE, a
year of participation for accrued benefits, a 1-YEAR BREAK IN SERVICE, and
employment beginning date (or reemployment beginning date).  In addition, HOURS
OF SERVICE are credited for employment with an AFFILIATED EMPLOYER.  Department
of Labor regulations 2530.200b-2(b) and (c) are incorporated by this reference.





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<PAGE>   9
         (c)     "TERMINATION" is the stopping of SERVICE, other than for
         death, RETIREMENT or DISABILITY.
 
         (d)     "YEAR OF SERVICE" is the computation period of 12 consecutive
         months, during which an EMPLOYEE has at least 1,000 HOURS OF SERVICE.

                 For subsection 1.1, the initial computation period begins on
         the date the EMPLOYEE first performs an HOUR OF SERVICE.  The
         participation computation period after a 1-YEAR BREAK IN SERVICE
         begins on the date the EMPLOYEE again performs an HOUR OF SERVICE.
         The participation computation period shifts to the PLAN YEAR which
         includes the anniversary on which the EMPLOYEE first performed an HOUR
         OF SERVICE.

                 Notwithstanding the above, for any short PLAN YEAR, whether an
         EMPLOYEE completes a YEAR OF SERVICE is determined by Department of
         Labor Regulation 2530.203-2(c).  However, in determining whether an
         EMPLOYEE completes a YEAR OF SERVICE for benefit accrual in the short
         PLAN YEAR, the number of the HOURS OF SERVICE required are
         proportionately reduced based on the number of full months in the
         short PLAN YEAR.

         (e)     "PLAN YEAR" is the calendar year.

1.12     "TOM BROWN" is Tom Brown, Inc. and any AFFILIATED EMPLOYER and/or
PARTICIPATING EMPLOYER which adopts THIS PLAN; and any successor which
maintains THIS PLAN.

         (a)     "AFFILIATED EMPLOYER" is any corporation which is a member of
         a controlled group of corporations (by CODE SECTION 414(b)) including
         TOM BROWN; any trade or business (whether or not incorporated) under
         common control (by CODE SECTION 414(c)) with TOM BROWN; any
         organization (whether or not incorporated) which is a member of an
         affiliated service group (by CODE SECTION 414(m)) including TOM BROWN;
         and any other entity required to be aggregated with TOM BROWN by CODE
         SECTION 414(o) REGULATIONS.

         (b)     "PARTICIPATING EMPLOYER" is a Participating Employer in 
         subsection 4.9.

1.13     "ACT" is the Employee Retirement Income Security Act of 1974, as
         amended.

         "CODE" is the Internal Revenue Code of 1986, as amended.

         "CODE SECTION" is a Section of the Code.

         "REGULATIONS" is Treasury Regulations.





                                       6
<PAGE>   10
                                   SECTION 2
                         CONTRIBUTIONS AND FORFEITURES

ELECTIVE DEFERRALS

2.1      CONTRIBUTIONS TO THIS PLAN

         The following may be contributed to THIS PLAN:

         (a)     ELECTIVE DEFERRALS,

         (b)     QUALIFIED MATCHING CONTRIBUTIONS,

         (c)     QUALIFIED NON-ELECTIVE CONTRIBUTIONS,

         (d)     MATCHING CONTRIBUTIONS,

         (e)     EMPLOYEE CONTRIBUTIONS, and/or

         (f)     EMPLOYER CONTRIBUTIONS.

         A PARTICIPANT'S accrued benefit derived from ELECTIVE DEFERRALS,
QUALIFIED NON-ELECTIVE CONTRIBUTIONS, EMPLOYEE CONTRIBUTIONS and QUALIFIED
MATCHING CONTRIBUTIONS is nonforfeitable.  Separate accounts for ELECTIVE
DEFERRALS, QUALIFIED NON-ELECTIVE CONTRIBUTIONS, EMPLOYEE CONTRIBUTIONS,
MATCHING CONTRIBUTIONS, and QUALIFIED MATCHING CONTRIBUTIONS will be maintained
for each PARTICIPANT.  Each account will be credited with the applicable
contributions and earnings thereon.

2.2      ELECTIVE DEFERRALS

         (a)     Each PARTICIPANT may elect on January 1, April 1, July 1 or
         October 1 to defer his COMPENSATION which he would have received in
         the PLAN YEAR, but for his deferral election, subject to the
         limitations of subsection 2.3.  An elective deferral (or modification
         of an earlier election) may not be made for COMPENSATION which is
         currently available on or before the date the PARTICIPANT executes
         such election.

                 The amount by which a PARTICIPANT'S COMPENSATION is reduced is
         his ELECTIVE DEFERRAL.

                 Once made, a PARTICIPANT'S deferral election shall remain in
         effect until modified or terminated.  Modifications may be made on any
         January 1, April 1,  July 1, or October 1, and terminations may be
         made at any time.





                                       7
<PAGE>   11
                 Any election or modification or termination of an election
         becomes effective as soon as is administratively feasible.

         (b)     If a PARTICIPANT receives a hardship distribution by
         REGULATION 1.401(k)-1(d)(2)(iii)(B) from any other plan maintained by
         TOM BROWN or from his ELECTIVE DEFERRAL ACCOUNT by subsection 3.5(e),
         he is not permitted to have an ELECTIVE DEFERRAL to THIS PLAN for 12
         months following his receipt of the distribution.  In addition, the
         dollar limitation in CODE SECTION 402(g) is reduced, for his taxable
         year following the taxable year of his hardship distribution, by his
         ELECTIVE DEFERRAL, if any, to THIS PLAN (and any other plan maintained
         by TOM BROWN) for the taxable year of the hardship distribution.

2.3      EXCESS ELECTIVE DEFERRALS

         To the extent that a PARTICIPANT'S ELECTIVE DEFERRAL in THIS PLAN and
any elective deferrals (in REGULATION 1.402(g)-1(b)) to another qualified cash
or deferred arrangement (in CODE SECTION 401(k)), a simplified employee pension
(in CODE SECTION 408(k)), a salary reduction arrangement (in CODE SECTION
3121(a)(5)(D)), a deferred compensation plan (in CODE SECTION 457) or a trust
(in CODE SECTION 501(c)(18)) cumulatively exceeds the dollar limitation of CODE
SECTION 402(g), in effect for the calendar year in which the PLAN YEAR began,
he shall have an "Excess Elective Deferral."   A PARTICIPANT will be deemed to
have notified the ADMINISTRATOR of the Excess Elective Deferral which shall be
distributed by subsection 2.4(a).  The CODE SECTION 402(g) limitation is
adjusted annually by CODE SECTION 415(d) and its REGULATIONS.

2.4      DISTRIBUTION OF EXCESS ELECTIVE DEFERRALS

         (a)     If a PARTICIPANT has an Excess Elective Deferral for his
         taxable year, he may, not later than March 1st after the close of his
         taxable year, notify the ADMINISTRATOR in writing of his Excess
         Elective Deferral and request his ELECTIVE DEFERRAL be reduced by the
         amount he specifies.  If so, the ADMINISTRATOR shall direct the
         TRUSTEE to distribute such excess amount (and any INCOME allocable to
         such excess amount) to the PARTICIPANT not later than the first April
         15th following the close of his taxable year.

                 Any distribution of less than the entire amount of Excess
         Elective Deferral and Income is treated as a pro rata distribution of
         Excess Elective Deferral and Income.  The amount distributed shall not
         exceed the PARTICIPANT'S ELECTIVE DEFERRAL to THIS PLAN for the
         taxable year.  Any distribution on or before the last day of the
         PARTICIPANT'S taxable year must satisfy each of the following
         conditions:

                 (1)      the PARTICIPANT shall designate the distribution as
                 Excess Elective Deferral;

                 (2)      the distribution must be made after the date on which
                 THIS PLAN received the Excess Elective Deferral; and





                                       8
<PAGE>   12
                (3)      THIS PLAN must designate the distribution as a
                distribution of Excess Elective Deferral.

         Any distribution in this subsection shall be made first from unmatched
ELECTIVE DEFERRALS and, thereafter, simultaneously from an ELECTIVE DEFERRAL
which is matched and MATCHING CONTRIBUTIONS for such ELECTIVE DEFERRAL.
However, any such MATCHING CONTRIBUTIONS which are not vested are forfeited in
lieu of being distributed.

         For this Section, "Income" means the amount of income or loss
allocable to a PARTICIPANT'S EXCESS ELECTIVE DEFERRAL and is equal to the sum
of the allocable gain or loss for his taxable year and the allocable gain or
loss for the period between the end of his taxable year and the date of
distribution ("gap period").  The Income allocable to each such period is
calculated separately and is determined by multiplying the income or loss
allocable to the PARTICIPANT'S ELECTIVE DEFERRAL for the respective period by a
fraction.  The numerator of the fraction is the PARTICIPANT'S EXCESS ELECTIVE
DEFERRAL for the PARTICIPANT'S taxable year.  The denominator is the balance,
as of the last day of the respective period, of the PARTICIPANT'S ELECTIVE
DEFERRAL ACCOUNT that is attributable to the PARTICIPANT'S ELECTIVE DEFERRALS
reduced by the gain allocable to such total amount for the respective period
and increased by the loss allocable to such total amount for the respective
period.  Income or loss shall be measured from the date of deposit to the date
of withdrawal.

         In lieu of the fractional method described above, a safe harbor method
may be used to calculate the allocable income or loss for the gap period.
Under such safe harbor method, allocable income or loss for the gap period is
deemed to equal 10% of the income or loss allocable to a PARTICIPANT'S EXCESS
ELECTIVE DEFERRAL for his taxable year multiplied by the number of calendar
months in the gap period.  To determine the number of calendar months in the
gap period, a distribution occurring on or before the 15th day of the month is
treated as having been made on the last day of the preceding month, and a
distribution occurring after the 15th day of the month is treated as having
been made on the 1st day of the next subsequent month.

         Income allocable to any distribution of EXCESS ELECTIVE DEFERRAL on or
before the last day of the PARTICIPANT'S taxable year is calculated from the
1st day of his taxable year to the date on which the distribution is made by
either the fractional method or the safe harbor method.

         Notwithstanding the above, any distribution by this subsection does
not include any income for the gap period.  Further, for any distribution by
this subsection, the amount of INCOME may be computed using a reasonable method
that is consistent with subsection 2.15(g), if such method is used consistently
for all PARTICIPANTS and for all such distributions for the PLAN YEAR.

         (b)     Notwithstanding the above, a PARTICIPANT'S EXCESS ELECTIVE
         DEFERRAL is reduced, but not below zero, by any distribution of EXCESS
         ELECTIVE DEFERRALS in subsection 2.7(i)





                                       9
<PAGE>   13
         or recharacterization of EXCESS ELECTIVE DEFERRALS in subsection
         2.8(i) for the PLAN YEAR beginning with or within his taxable year.

         (c)     At his NORMAL RETIREMENT DATE, or such other date when the
         PARTICIPANT is entitled to receive benefits, the fair market value of
         his ELECTIVE DEFERRAL ACCOUNT is used to provide benefits to him or
         his BENEFICIARY.

         (d)     ELECTIVE DEFERRALS may be segregated into a separate account
         for each PARTICIPANT in a federally insured savings account,
         certificate of deposit in a bank or savings and loan association,
         money market certificate, or other short-term debt security acceptable
         to the TRUSTEE until such time as the allocations in this subsection
         have been made.

         (e)     TOM BROWN and the ADMINISTRATOR shall adopt a procedure
         necessary to implement the elective deferrals for THIS PLAN.

ACTUAL DEFERRAL PERCENTAGE TESTS

2.5      ACTUAL DEFERRAL PERCENTAGE TESTS

         (a)     For each PLAN YEAR, the annual allocation of ELECTIVE
         DEFERRALS and QUALIFIED NON-ELECTIVE CONTRIBUTIONS to a PARTICIPANT'S
         ELECTIVE DEFERRAL ACCOUNT and QUALIFIED NON-ELECTIVE CONTRIBUTION
         ACCOUNT shall satisfy 1 of the following tests:

                 (1)      The Actual Deferral Percentage for the HIGHLY
                 COMPENSATED EMPLOYEE group shall not be more than the Actual
                 Deferral Percentage of the NON-HIGHLY COMPENSATED EMPLOYEE
                 group multiplied by 1.25, or

                 (2)      The excess of the Actual Deferral Percentage for the
                 HIGHLY COMPENSATED EMPLOYEE group over the Actual Deferral
                 Percentage for the NON-HIGHLY COMPENSATED EMPLOYEE group shall
                 not be more than 2 percentage points.  Additionally, the
                 Actual Deferral Percentage for the HIGHLY COMPENSATED EMPLOYEE
                 group shall not exceed the Actual Deferral Percentage for the
                 NON-HIGHLY COMPENSATED EMPLOYEE group multiplied by 2.  CODE
                 SECTION 401(k)(3) and REGULATION 1.401(k)-1(b) are
                 incorporated by this reference.

                 However, to prevent the multiple use of the alternative method
                 described in (2) above and CODE SECTION 401(m)(9)(A), any
                 HIGHLY COMPENSATED EMPLOYEE eligible to make ELECTIVE
                 DEFERRALS and to make EMPLOYEE CONTRIBUTIONS or to receive
                 MATCHING CONTRIBUTIONS shall have his Actual Contribution
                 Percentage (in subsection 2.10(d)) reduced by REGULATION
                 1.401(m)-2, incorporated by this reference.

         (b)     For this subsection, "Actual Deferral Percentage" is, for the
         HIGHLY COMPENSATED





                                       10
<PAGE>   14
         EMPLOYEE group and the NON-HIGHLY COMPENSATED EMPLOYEE group for a
         PLAN YEAR, the average of the percentages, calculated separately for
         each PARTICIPANT in each such group, of

                 (1)      the amount of ELECTIVE DEFERRALS and QUALIFIED
                          NON-ELECTIVE CONTRIBUTIONS allocated to his ELECTIVE
                          DEFERRAL ACCOUNT and QUALIFIED NON-ELECTIVE
                          CONTRIBUTION ACCOUNT for such PLAN YEAR; to

                 (2)      such 414(S) COMPENSATION for such PLAN YEAR.

                 The Actual Deferral Percentage for each PARTICIPANT and each
         group are calculated to the nearest 1/100th of 1%.  ELECTIVE DEFERRALS
         allocated to each NON-HIGHLY COMPENSATED EMPLOYEE'S ELECTIVE DEFERRAL
         ACCOUNT are reduced by his EXCESS ELECTIVE DEFERRALS made under THIS
         PLAN or any other plan maintained by TOM BROWN.

         (c)     To determine the Actual Deferral Percentage of a HIGHLY
         COMPENSATED PARTICIPANT who is subject to the FAMILY MEMBER
         aggregation rules of CODE SECTION 414(q)(6) because he is either a 5%
         OWNER or 1 of the 10 HIGHLY COMPENSATED EMPLOYEES paid the greatest
         COMPENSATION during the year:

                 (1)      The combined Actual Deferral Percentage for the
                          family group (which is treated as 1 HIGHLY
                          COMPENSATED EMPLOYEE) is the greater of: (i) the
                          percentage determined by aggregating ELECTIVE
                          DEFERRALS and 414(S) COMPENSATION of all eligible
                          FAMILY MEMBERS who are HIGHLY COMPENSATED EMPLOYEES
                          without family aggregation and (ii) the percentage
                          determined by aggregating ELECTIVE DEFERRALS and
                          414(S) COMPENSATION of all eligible FAMILY MEMBERS
                          (including HIGHLY COMPENSATED EMPLOYEES).  However,
                          in applying the $150,000 limit to 414(S)
                          COMPENSATION, FAMILY MEMBERS shall include only the
                          affected EMPLOYEE's spouse and any lineal descendants
                          who have not attained age 19 before the close of the
                          PLAN YEAR.

                 (2)      ELECTIVE DEFERRALS and 414(S) COMPENSATION of all
                          FAMILY MEMBERS are disregarded to determine the
                          Actual Deferral Percentage of the NON-HIGHLY
                          COMPENSATED EMPLOYEE group except to the extent taken
                          into account in subparagraph (1) above.

                 (3)      If a PARTICIPANT is required to be aggregated as a
                          member of more than 1 family group in a plan, all
                          PARTICIPANTS who are members of the family groups
                          that include such PARTICIPANT are aggregated as 1
                          family group by subparagraphs (1) and (2) above.

         (d)     For this subsection and CODE SECTIONS 401(a)(4), 410(b) and
         401(k), if 2 or more





                                       11
<PAGE>   15
         plans which include cash or deferred arrangements are considered 1
         plan for CODE SECTION 401(a)(4) or 410(b) (other than CODE SECTION
         401(b)(2)(A)(ii) as in effect for PLAN YEARS beginning after December
         31, 1988), the cash or deferred arrangements included in such plans
         are treated as 1 arrangement.  In addition, 2 or more cash or deferred
         arrangements may be considered as 1 arrangement to determine whether
         or not such arrangements satisfy CODE SECTIONS 401(a)(4), 410(b) and
         401(k).  If so, the cash or deferred arrangements included in such
         plans and the plans including such arrangements are treated as 1
         arrangement and as 1 plan for this subsection and CODE SECTIONS
         401(a)(4), 410(b) and 401(k).  Plans may be aggregated by this
         subparagraph (d) only if they have the same plan year.

         (e)     For this subsection, if a HIGHLY COMPENSATED EMPLOYEE is a
         participant in 2 or more cash or deferred arrangements (other than a
         cash or deferred arrangement which is part of an employee stock
         ownership plan in CODE SECTION 4975(e)(7) for PLAN YEARS beginning
         after December 31, 1988) of TOM BROWN, all such cash or deferred
         arrangements are treated as 1 cash or deferred arrangement to
         determine his Actual Deferral Percentage.  If the cash or deferred
         arrangements have different PLAN YEARS, this subparagraph applies by
         treating all cash or deferred arrangements ending with or within the
         same calendar year as 1 arrangement.

         (f)     To determine and correct ELECTIVE DEFERRALS of a HIGHLY
         COMPENSATED EMPLOYEE whose Actual Deferral Percentage is determined by
         the family aggregation rules shall be as follows:

                 (1)      If the Actual Deferral Percentage for the HIGHLY
                          COMPENSATED EMPLOYEE is determined by subsection
                          2.5(c)(1)(ii), the Actual Deferral Percentage shall
                          be reduced as required herein and the ELECTIVE
                          DEFERRALS for the family unit shall be allocated
                          among the FAMILY MEMBERS in proportion to the
                          ELECTIVE DEFERRALS of each FAMILY MEMBER that were
                          combined to determine the group Actual Deferral
                          Percentage.

                 (2)      If the Actual Deferral Percentage for the HIGHLY
                          COMPENSATED EMPLOYEE is determined by subsection
                          2.5(c)(1)(i), the Actual Deferral Percentage shall
                          first be reduced by subparagraph (1), but not below
                          the Actual Deferral Percentage of the group of FAMILY
                          MEMBERS who are not HIGHLY COMPENSATED EMPLOYEES
                          without family aggregation.  The ELECTIVE DEFERRALS
                          resulting from the initial reduction shall be
                          allocated (in proportion to ELECTIVE DEFERRALS) among
                          the HIGHLY COMPENSATED PARTICIPANTS whose ELECTIVE
                          DEFERRALS were combined to determine the Actual
                          Deferral Percentage.  If further reduction is still
                          required,  ELECTIVE DEFERRALS resulting from this
                          further reduction shall be determined by taking into
                          account the contributions of all FAMILY MEMBERS and
                          shall be allocated among them in the ratio of their
                          respective ELECTIVE DEFERRALS.





                                       12
<PAGE>   16
2.6      ADJUSTMENT TO ACTUAL DEFERRAL PERCENTAGE TESTS

         "Excess Contribution" is, for any Plan Year, the excess of:

         (i)     the aggregate amount of contribution actually taken into
                 account in computing the Actual Deferral Percentage of Highly
                 Compensated Employees for such Plan Year over

         (ii)    the maximum amount of such contribution permitted by the
                 Actual Deferral Percentage Tests in subsection 2.5(a)
                 (determined by reducing contributions made for Highly
                 Compensated Employees in order of the Actual Deferral
                 Percentages, starting with the highest such percentages).

         If the initial allocations of ELECTIVE DEFERRALS AND QUALIFIED
NON-ELECTIVE CONTRIBUTIONS do not satisfy 1 of the tests in subsection
2.5(a)(1) or (2), the ADMINISTRATOR shall adjust EXCESS CONTRIBUTIONS by a
distribution in subsection 2.7 and/or a recharacterization in subsection 2.8
until 1 of the tests in subsection 2.5 are satisfied.

         Any distribution and/or recharacterization of less than the entire
amount of EXCESS ELECTIVE DEFERRALS shall be treated as a pro rata distribution
and/or recharacterization of EXCESS ELECTIVE DEFERRALS and INCOME.

         Any amounts not distributed or recharacterized within 2 1/2 months
after the end of the PLAN YEAR shall be subject to the 10% employer excise tax
imposed by CODE SECTION 4979.

2.7      DISTRIBUTION OF EXCESS CONTRIBUTIONS

         For distribution of EXCESS CONTRIBUTIONS, such distribution:

         (i)     may be postponed but not later than the close of the PLAN YEAR
                 following the PLAN YEAR to which they are allocable;

         (ii)    shall be made first from unmatched ELECTIVE DEFERRALS and,
                 thereafter, simultaneously from ELECTIVE DEFERRALS which are
                 matched and MATCHING CONTRIBUTIONS which relate to such
                 ELECTIVE DEFERRALS.  (However, any such MATCHING CONTRIBUTIONS
                 which are not vested shall be forfeited in lieu of being
                 distributed);

         (iii)   shall be made from QUALIFIED NON-ELECTIVE CONTRIBUTIONS to the
                 extent that EXCESS CONTRIBUTIONS exceed the balance in the
                 PARTICIPANT'S ELECTIVE DEFERRAL ACCOUNT attributable to
                 ELECTIVE DEFERRALS and MATCHING CONTRIBUTIONS.

         (iv)    shall be adjusted for INCOME; and





                                       13
<PAGE>   17
         (v)     shall be designated by TOM BROWN as a distribution of EXCESS
CONTRIBUTIONS (and INCOME).

2.8      RECHARACTERIZATION OF EXCESS CONTRIBUTIONS

         To recharacterize EXCESS CONTRIBUTIONS, such recharacterized amounts
shall:

                 (i)      be deemed to have occurred on the date on which the
                          last of those HIGHLY COMPENSATED EMPLOYEES with
                          EXCESS CONTRIBUTIONS to be recharacterized is
                          notified of the recharacterization and the tax
                          consequences of such recharacterization;

                 (ii)     not exceed the amount of ELECTIVE DEFERRAL on behalf
                          of any HIGHLY COMPENSATED EMPLOYEE for any PLAN YEAR;

                 (iii)    be treated as VOLUNTARY EMPLOYEE CONTRIBUTIONS for
                          CODE SECTION 401(a)(4) and REGULATION 1.401(k)-1(b).
                          However, for subsections 2.17 and 2.16(f),
                          recharacterized EXCESS CONTRIBUTIONS continue to be
                          treated as EMPLOYER CONTRIBUTIONS that are ELECTIVE
                          DEFERRALS.  EXCESS CONTRIBUTIONS recharacterized as
                          VOLUNTARY EMPLOYEE CONTRIBUTIONS shall continue to be
                          nonforfeitable and subject to the same distribution
                          rules in subsection 3.5(d);

                 (iv)     are not permitted if the amount recharacterized plus
                          VOLUNTARY EMPLOYEE CONTRIBUTIONS actually made by
                          such HIGHLY COMPENSATED EMPLOYEE, exceed the maximum
                          amount of VOLUNTARY EMPLOYEE CONTRIBUTIONS
                          (determined prior to application of subsection 2.10)
                          that such HIGHLY COMPENSATED EMPLOYEE is permitted to
                          make under THIS PLAN in the absence of
                          recharacterization;

                 (v)      shall be adjusted for INCOME.

2.9      QUALIFIED NON-ELECTIVE CONTRIBUTIONS

         Within 12 months after the end of the PLAN YEAR, TOM BROWN shall make
a special QUALIFIED NON-ELECTIVE CONTRIBUTION for NON-HIGHLY COMPENSATED
EMPLOYEES in an amount sufficient to satisfy 1 of the tests in subsection
2.5(a).  Such contribution shall be allocated to  each NON-HIGHLY COMPENSATED
EMPLOYEE'S QUALIFIED NON-ELECTIVE DEFERRAL ACCOUNT  in the same ratio that each
NON-HIGHLY COMPENSATED EMPLOYEE'S COMPENSATION for the year bears to the total
COMPENSATION of all NON-HIGHLY COMPENSATED EMPLOYEES.





                                       14
<PAGE>   18
ACTUAL CONTRIBUTION PERCENTAGE TESTS

2.10     ACTUAL CONTRIBUTION PERCENTAGE TESTS

         (a)     The "Actual Contribution Percentage" for the HIGHLY
         COMPENSATED PARTICIPANT group shall be less than the greater of:

                 (1)      125% of the Actual Contribution Percentage for the
                          NON-HIGHLY COMPENSATED PARTICIPANT group or

                 (2)      the lesser of 200% of the Actual Contribution
                          Percentage for the NON-HIGHLY COMPENSATED PARTICIPANT
                          group or the Actual Contribution Percentage for the
                          NON-HIGHLY COMPENSATED PARTICIPANT group plus 2
                          percentage points.

                 To prevent the multiple use of the alternative method
         described in (2) above and in CODE SECTION 401(m)(9)(A), any HIGHLY
         COMPENSATED PARTICIPANT eligible to make Elective Deferrals and to
         make EMPLOYEE CONTRIBUTIONS or to receive MATCHING CONTRIBUTIONS shall
         have his Actual Contribution Percentage reduced by REGULATION
         1.401(m)-2.  CODE SECTION 401(m) and REGULATIONS 1.401 (m)-1 (b) and
         1.401(m)-2 are incorporated by this reference.

         (b)     For this subsection and subsection 2.11, the "Actual
         Contribution Percentage" is, for the HIGHLY COMPENSATED PARTICIPANT
         group and NON-HIGHLY COMPENSATED PARTICIPANT group for a PLAN YEAR,
         the average of the ratios (calculated separately for each PARTICIPANT
         in each group) of:

                 (1)      the sum of MATCHING CONTRIBUTIONS in subsection
                          2.18(b) (to the extent such MATCHING CONTRIBUTIONS
                          are not used to satisfy the tests in subsection 2.5,
                          VOLUNTARY EMPLOYEE CONTRIBUTIONS in subsection
                          2.19(a) and EXCESS ELECTIVE DEFERRALS recharacterized
                          as VOLUNTARY EMPLOYEE CONTRIBUTIONS by subsection 2.8
                          on behalf of each such PARTICIPANT for such PLAN
                          YEAR; to

                 (2)      the PARTICIPANT'S 414(S) COMPENSATION for such PLAN 
                          YEAR.

                 The Actual Contribution Percentage for each PARTICIPANT and
         each group are calculated to the nearest 1/100th of 1%.

         (c)     To determine the ACTUAL CONTRIBUTION PERCENTAGE and the EXCESS
         AGGREGATE CONTRIBUTIONS in subsection 2.11, the ADMINISTRATOR may
         elect to take into account, for EMPLOYEES eligible to have VOLUNTARY
         EMPLOYEE CONTRIBUTIONS in subsection 2.19 allocated to their ACCOUNTS,
         ELECTIVE DEFERRALS (in REGULATION 1.402(g)-l(b)) and





                                       15
<PAGE>   19
         QUALIFIED NON-ELECTIVE DEFERRALS (in CODE SECTION 401(m)(4)(C))
         contributed to any plan maintained by TOM BROWN.  Such ELECTIVE
         DEFERRALS and QUALIFIED NON-ELECTIVE DEFERRALS are treated as MATCHING
         CONTRIBUTIONS subject to REGULATION 1.401(m)-l(b)(5), incorporated by
         this reference.  The PLAN YEAR must be the same as the plan year of
         the plan to which the ELECTIVE DEFERRALS and the QUALIFIED
         NON-ELECTIVE DEFERRALS are made.

         (d)     To determine the Actual Contribution Percentage of a HIGHLY
         COMPENSATED EMPLOYEE who is subject to the FAMILY MEMBER aggregation
         rules of CODE SECTION 414(q)(6) because he is either a "5% OWNER" of
         TOM BROWN or 1 of the 10 HIGHLY COMPENSATED EMPLOYEES paid the
         greatest COMPENSATION during the year:

                 (1)      The combined Actual Contribution Percentage for the
                          family group (which is treated as 1 HIGHLY
                          COMPENSATED EMPLOYEE) shall be determined by
                          aggregating VOLUNTARY EMPLOYEE CONTRIBUTIONS in
                          subsection 2.19 and 414(S) COMPENSATION of all
                          eligible FAMILY MEMBERS (including HIGHLY COMPENSATED
                          PARTICIPANTS).  However, in applying the $150,000
                          limit to 414(S) COMPENSATION, FAMILY MEMBERS  include
                          only the affected EMPLOYEE'S spouse and any lineal
                          descendants who have not attained age 19 before the
                          close of the PLAN YEAR.

                 (2)      The VOLUNTARY EMPLOYEE CONTRIBUTIONS in subsection
                          2.19 and 414(S) COMPENSATION of all FAMILY MEMBERS
                          are disregarded to determine the Actual Contribution
                          Percentage of the NON-HIGHLY COMPENSATED  PARTICIPANT
                          group except to the extent taken into account in
                          subparagraph (1) above.

                 (3)      If a PARTICIPANT is required to be aggregated as a
                          member of more than 1 family group in a plan, all
                          PARTICIPANTS who are members of the family groups
                          that include the PARTICIPANT are aggregated as 1
                          family group in paragraphs (1) and (2) above.

         (e)     For this subsection and CODE SECTIONS 401(a)(4), 410(b) and
         401(m), if 2 or more  TOM BROWN plans to which MATCHING CONTRIBUTIONS
         or EMPLOYEE CONTRIBUTIONS, or both, are made are treated as 1 plan for
         CODE SECTIONS 401(a)(4) or 410(b) (other than the average benefits
         test in CODE SECTION 410(b)(2)(A)(ii)) such plans are treated as 1
         plan.  In addition, 2 or more TOM BROWN plans to which MATCHING
         CONTRIBUTIONS or EMPLOYEE CONTRIBUTIONS, or both, are made may be
         considered as 1 plan to determine whether or not such plans satisfy
         CODE SECTIONS 401(a)(4), 410(b) and 401(m).  If so, the aggregated
         plans must satisfy this subsection and CODE SECTIONS 401 (a)(4),
         410(b) and 401(m) as though such aggregated plans were 1 plan.  Plans
         may be aggregated under this subparagraph only if they have the same
         plan year.





                                       16
<PAGE>   20
         (f)     If a HIGHLY COMPENSATED EMPLOYEE is a PARTICIPANT under 2 or
         more plans (other than an employee stock ownership plan in CODE
         SECTION 4975(e)(7) or 409) maintained by TOM BROWN to which MATCHING
         CONTRIBUTIONS or EMPLOYEE CONTRIBUTIONS, or both, are made, all such
         contributions for such HIGHLY COMPENSATED EMPLOYEE shall be aggregated
         to determine his Actual Contribution Percentage.  If the plans have
         different plan years, this subparagraph applies by treating all plans
         ending with or within the same calendar year as 1 plan.

         (g)     For this subsection and subsection 2.11, a HIGHLY COMPENSATED
         EMPLOYEE and NON-HIGHLY COMPENSATED EMPLOYEE include any EMPLOYEE
         eligible to make VOLUNTARY EMPLOYEE CONTRIBUTIONS in subsection 2.19
         (whether or not VOLUNTARY EMPLOYEE CONTRIBUTIONS are made) allocated
         to his ACCOUNT for the PLAN YEAR.

         (h)     Any distribution of less than the entire amount of EXCESS
         AGGREGATE CONTRIBUTIONS (and INCOME) is treated as a pro rata
         distribution of EXCESS AGGREGATE CONTRIBUTIONS and INCOME.

2.11     ADJUSTMENT TO ACTUAL CONTRIBUTION PERCENTAGE TESTS

         "Contribution Percentage Amounts" is the sum of EMPLOYEE
CONTRIBUTIONS, MATCHING CONTRIBUTIONS (other than MATCHING CONTRIBUTIONS
forfeited to correct EXCESS AGGREGATE CONTRIBUTIONS or related to EXCESS
ELECTIVE DEFERRALS, EXCESS CONTRIBUTIONS OR EXCESS AGGREGATE CONTRIBUTIONS),
QUALIFIED MATCHING CONTRIBUTIONS (to the extent not taken into account for the
Actual Deferral Percentage tests in subsection 2.5) and the QUALIFIED
NON-ELECTIVE CONTRIBUTIONS used by TOM BROWN in the Actual Contribution
Percentages.

         "Excess Aggregate Contributions" is, for any PLAN YEAR, the excess of:

         (a)     the aggregate Contribution Percentage Amounts to compute the
         numerator for the HIGHLY COMPENSATED EMPLOYEE group, over

         (b)     the maximum Contribution Percentage Amounts permitted by the
         Actual Contribution Percentage Tests (by reducing contributions for
         HIGHLY COMPENSATED EMPLOYEES in order of their Actual Contribution
         Percentage beginning with the highest of such percentages).

         Such determination shall be made after first determining EXCESS
ELECTIVE DEFERRALS in subsection 2.2 and then EXCESS CONTRIBUTIONS in
subsection 2.6.

         If the initial allocation of Contribution Percentage Amounts do not
satisfy 1 of the tests in subsection 2.10(a)(1) or (2), the ADMINISTRATOR shall
adjust the Contribution Percentage Amounts by a distribution in subsection 2.12
or a recharacterization in subsection 2.14 until 1 of the tests in subsection
2.10(a)(1) or (2) are met.





                                       17
<PAGE>   21
2.12     DISTRIBUTION OF EXCESS AGGREGATE CONTRIBUTIONS

         (a)     If the Actual Contribution Percentage for the HIGHLY
         COMPENSATED EMPLOYEE group exceeds the Actual Contribution Percentage
         for the NON-HIGHLY COMPENSATED EMPLOYEE group except as permitted in
         subsection 2.10(a)(1) or (2), the ADMINISTRATOR (on or before  March
         15th following the end of the PLAN YEAR, but not later than the close
         of the following PLAN YEAR) shall direct the TRUSTEE to distribute to
         the HIGHLY COMPENSATED EMPLOYEE having the highest Actual Contribution
         Percentage, his portion of EXCESS AGGREGATE CONTRIBUTIONS (and INCOME
         allocable to such contributions) until either 1 of the tests in
         subsection 2.10(a)(1) or (2) is satisfied, or until his Actual
         Contribution Percentage equals the Actual Contribution Percentage of
         the HIGHLY COMPENSATED EMPLOYEE having the 2nd highest Actual
         Contribution Percentage.  This shall continue until 1 of the tests in
         subsection 2.10(a)(1) or (2) is satisfied.

         (b)     For each HIGHLY COMPENSATED EMPLOYEE, EXCESS AGGREGATE
         CONTRIBUTIONS are equal to (i) the VOLUNTARY EMPLOYEE CONTRIBUTIONS in
         subsection 2.19 and any QUALIFIED NON-ELECTIVE DEFERRALS or ELECTIVE
         DEFERRALS taken into account in subsection 2.10(c) on behalf of the
         HIGHLY COMPENSATED EMPLOYEE (determined prior to the application of
         this subparagraph) (ii) minus the amount determined by multiplying the
         HIGHLY COMPENSATED EMPLOYEE'S Actual Contribution Percentage
         (determined after application of this subparagraph) by his 414(S)
         COMPENSATION.  The EXCESS AGGREGATE CONTRIBUTION for any HIGHLY
         COMPENSATED EMPLOYEE cannot exceed the amount of VOLUNTARY EMPLOYEE
         DEFERRALS in subsection 2.19 and any QUALIFIED NON-ELECTIVE
         CONTRIBUTIONS or ELECTIVE DEFERRALS taken into account in subsection
         2.10(c) on behalf of such HIGHLY COMPENSATED EMPLOYEE for such PLAN
         YEAR.

         (c)     If the determination and correction of EXCESS AGGREGATE
         CONTRIBUTIONS of a HIGHLY COMPENSATED EMPLOYEE whose Actual
         Contribution Percentage is made by the rules of subsection 2.10(d),
         the Actual Contribution Percentage shall be reduced and the EXCESS
         AGGREGATE CONTRIBUTIONS for the family unit shall be allocated among
         the FAMILY MEMBERS in proportion to the sum of VOLUNTARY EMPLOYEE
         CONTRIBUTIONS in subsection 2.19 and any QUALIFIED NON-ELECTIVE
         DEFERRALS or ELECTIVE DEFERRALS taken into account in subsection
         2.10(c) of each FAMILY MEMBER that were combined to determine the
         group Actual Contribution Percentage.

         (d)     If during a PLAN YEAR the projected aggregate amount of
         VOLUNTARY EMPLOYEE CONTRIBUTIONS to be allocated to all HIGHLY
         COMPENSATED EMPLOYEES in THIS PLAN would, by virtue of the tests in
         subsection 2.10(a), cause THIS PLAN to fail such tests, the
         ADMINISTRATOR may automatically reduce proportionately or in the order
         in subsection 2.11(a) each affected HIGHLY COMPENSATED EMPLOYEE'S
         projected share of such contributions by an amount necessary to
         satisfy 1 of the tests in subsection 2.10(a).





                                       18
<PAGE>   22
2.13     QUALIFIED NON-ELECTIVE CONTRIBUTIONS

         Notwithstanding the above, within 12 months after the end of the PLAN
YEAR, TOM BROWN may make a QUALIFIED NON-ELECTIVE CONTRIBUTION on behalf of
NON-HIGHLY COMPENSATED EMPLOYEES in an amount sufficient to satisfy 1 of the
tests in subsection 2.10(a).  Such contribution shall be allocated to the
PARTICIPANT'S ACCOUNT of each NON-HIGHLY COMPENSATED EMPLOYEE in the same
proportion that each NON-HIGHLY COMPENSATED EMPLOYEE'S COMPENSATION for the
year bears to the total COMPENSATION of all NON-HIGHLY COMPENSATED EMPLOYEE.  A
separate accounting shall be maintained for such contributions.

2.14     RECHARACTERIZATION OF EXCESS AGGREGATE CONTRIBUTIONS

         The determination of EXCESS AGGREGATE CONTRIBUTIONS for any PLAN YEAR
is made after first determining the EXCESS DEFERRALS (in REGULATION
1.401(k)-1(g)(7)(I)), if any, to be treated as VOLUNTARY EMPLOYEE CONTRIBUTIONS
by recharacterization for the plan year of any qualified cash or deferred
arrangement (in CODE SECTION 401(k)) maintained by TOM BROWN that ends with or
within the PLAN YEAR.

TOP-HEAVY PLAN

2.15     TOP HEAVY PLAN REQUIREMENTS

         For any TOP HEAVY PLAN YEAR, THIS PLAN provides the special vesting
requirements of CODE SECTION 416(b) in subsection 3.5(d) and the special
minimum allocation requirements of CODE SECTION 416(c) in subsection 2.17(a).

2.16     TOP HEAVY STATUS

         (a)     THIS PLAN is a "Top Heavy Plan" for any PLAN YEAR in which, as
         of the determination date, (1) the PRESENT VALUE OF ACCRUED BENEFITS
         of KEY EMPLOYEES and (2) the sum of the AGGREGATE ACCOUNTS of KEY
         EMPLOYEES and all plans of an AGGREGATION GROUP, exceeds 60% of the
         PRESENT VALUE OF ACCRUED BENEFITS and the AGGREGATE ACCOUNTS of all
         KEY AND NON-KEY EMPLOYEES and all plans of an AGGREGATION GROUP.

                 If any PARTICIPANT is a NON-KEY EMPLOYEE for any PLAN YEAR,
         but such PARTICIPANT was a KEY EMPLOYEE for any prior PLAN YEAR, such
         PARTICIPANT'S PRESENT VALUE OF ACCRUED BENEFIT and/or AGGREGATE
         ACCOUNT balance is not taken into account to determine whether THIS
         PLAN is a Top Heavy or Super Top Heavy Plan (or whether any
         AGGREGATION GROUP which includes THIS PLAN is a TOP HEAVY GROUP).  In
         addition, if a PARTICIPANT or FORMER PARTICIPANT performs no SERVICE
         for TOM BROWN during the 5 year period ending on the determination
         date, any accrued benefit for such PARTICIPANT or FORMER PARTICIPANT
         is not taken into account to determine whether THIS PLAN is a Top
         Heavy or Super Top Heavy Plan.





                                       19
<PAGE>   23
         (b)     THIS PLAN is a "Super Top Heavy Plan" for any PLAN YEAR in
         which, as of the determination date, (1) the PRESENT VALUE OF ACCRUED
         BENEFITS of KEY EMPLOYEES and (2) the sum of the AGGREGATE ACCOUNTS of
         KEY EMPLOYEES of THIS PLAN and all plans of an AGGREGATION GROUP,
         exceeds 90% of the PRESENT VALUE OF ACCRUED BENEFITS and the AGGREGATE
         ACCOUNTS of all KEY AND NON-KEY EMPLOYEES of THIS PLAN and all plans
         of an AGGREGATION GROUP.

         (c)     For these purposes, a PARTICIPANT'S AGGREGATE ACCOUNT as of
         the determination date is the sum of:

                 (1)      his PARTICIPANT'S ACCOUNT BALANCE as of the most
                          recent VALUATION DATE within a 12 month period ending
                          on the determination date.

                 (2)      an adjustment for any contributions due as of the
                          determination date.  Such adjustment is the amount of
                          any contributions actually made after the VALUATION
                          DATE but due on or before the determination date.

                 (3)      any plan distributions within the PLAN YEAR that
                          includes the determination date or within the 4
                          preceding PLAN YEARS.  However, for distributions
                          made after a VALUATION DATE and prior to the
                          determination date, such distributions are not
                          included as distributions to the extent that such
                          distributions are already included in the
                          PARTICIPANT'S AGGREGATE ACCOUNT balance as of the
                          VALUATION DATE.  Distributions from THIS PLAN
                          (including the cash value of life insurance policies)
                          of a PARTICIPANT'S ACCOUNT BALANCE because of death
                          are treated as a distribution for this subparagraph.

                 (4)      any EMPLOYEE contributions, whether voluntary or
                          mandatory.  However, amounts for tax deductible
                          qualified voluntary EMPLOYEE contributions are not
                          considered a part of the PARTICIPANT'S AGGREGATE
                          ACCOUNT balance.

                 (5)      for unrelated rollovers and plan-to-plan transfers
                          (which are both initiated by the EMPLOYEE and made
                          from a plan maintained by 1 employer to a plan
                          maintained by another employer).  If THIS PLAN
                          provides the rollovers or plan-to-plan transfers,
                          such rollovers or plan-to-plan transfers are a
                          distribution for this subsection.  If THIS PLAN is
                          the plan accepting such rollovers or plan-to-plan
                          transfers, such rollovers or plan-to-plan transfers
                          are not a part of the PARTICIPANT'S AGGREGATE ACCOUNT
                          balance.

                 (6)      for related rollovers and plan-to-plan transfers
                          (either not initiated by the EMPLOYEE or made to a
                          plan maintained by the same employer), if THIS PLAN
                          provides a rollover or plan-to-plan transfer, it
                          shall not be counted as a distribution for this
                          subsection.  If THIS PLAN accepts such rollover or





                                       20
<PAGE>   24
                          plan-to-plan transfer, such rollover or plan-to-plan
                          transfer are a part of the PARTICIPANT'S AGGREGATE
                          ACCOUNT balance, regardless of the date on which such
                          rollover or plan-to-plan transfer is accepted.

                 (7)      To determine whether 2 employers are to be treated as
                          1 employer in (5) and (6) above, all employers
                          aggregated by CODE SECTION 414(b), (c), (m) and (o)
                          are treated as 1 employer.

         (d)     The ADMINISTRATOR establishes and maintains an account in the
         name of each PARTICIPANT to which the ADMINISTRATOR credits as of each
         VALUATION DATE all amounts allocated to each such PARTICIPANT.

         (e)     TOM BROWN provides the ADMINISTRATOR with all information
         required by the ADMINISTRATOR for a proper allocation of EMPLOYER
         CONTRIBUTIONS for each PLAN YEAR and designates MATCHING CONTRIBUTIONS
         which shall be ELECTIVE DEFERRALS.  Within a reasonable time after
         receipt of information, the ADMINISTRATOR allocates EMPLOYER
         CONTRIBUTIONS to each PARTICIPANT'S ACCOUNT in the proportion that
         each PARTICIPANT'S COMPENSATION for the year bears to the total
         COMPENSATION of all PARTICIPANTS for the year.

                 Only PARTICIPANTS actively employed on the last day of the
         PLAN YEAR are eligible to share in EMPLOYER CONTRIBUTIONS for the PLAN
         YEAR.

         (f)     A PARTICIPANT'S ACCOUNTs are credited as of each VALUATION
         DATE with FORFEITURES of TOM BROWN STOCK and his allocable share of
         TOM BROWN STOCK (including fractional shares) purchased and paid for
         or contributed in kind by TOM BROWN.  Stock or cash dividends on TOM
         BROWN STOCK are credited to his ACCOUNT holding TOM BROWN STOCK when
         paid.

         (g)     As of each VALUATION DATE before allocating EMPLOYER
         CONTRIBUTIONS and FORFEITURES, any earnings or losses (net of
         appreciation or net depreciation) of the TRUST FUND are allocated in
         the same proportion that each PARTICIPANT'S and FORMER PARTICIPANT'S
         nonsegregated accounts bear to the total of all PARTICIPANTS' and
         FORMER PARTICIPANTS' nonsegregated accounts.  PARTICIPANTS' transfers
         from other qualified plans deposited in the TRUST FUND share in any
         earnings and losses (net appreciation or net depreciation) of the
         TRUST FUND as provided above.  Each PARTICIPANT'S segregated account
         is credited or charged with its separate earnings and losses.

         (h)     A PARTICIPANT'S ACCOUNTS are debited for any insurance or
         annuity premiums paid, if any, and credited with any dividends
         received on CONTRACTS.

         (i)     FORFEITURES are first made available to reinstate previously
         forfeited ACCOUNT BALANCES of FORMER PARTICIPANTS, if any, by
         subsection 3.5(d).  Remaining FORFEITURES,





                                       21
<PAGE>   25
         if any, are allocated among PARTICIPANTS' ACCOUNTS of PARTICIPANTS
         otherwise eligible to share in the allocation of EMPLOYER
         CONTRIBUTIONS in the proportion that each such PARTICIPANT'S
         COMPENSATION for the year bears to the total COMPENSATION of all such
         PARTICIPANTS for the year.

                 However, if the allocation of FORFEITURES causes the ANNUAL
         ADDITION (in subsection 2.21) to any PARTICIPANT'S ACCOUNT to exceed
         the amount allowable by the Code, the excess is reallocated by
         subsection 2.22.

         (j)     For any TOP HEAVY PLAN YEAR, PARTICIPANTS not otherwise
         eligible to share in the allocation of EMPLOYER CONTRIBUTIONS and
         FORFEITURES, receive the minimum allocation in subsection 2.17(a) if
         eligible by subsection 2.17(c).

         (k)     PARTICIPANTS not actively employed on the last day of the PLAN
         YEAR from Retirement (Normal or Late), DISABILITY or death share
         EMPLOYER CONTRIBUTIONS and FORFEITURES for that PLAN YEAR only if
         otherwise eligible.

2.17     TOP HEAVY MINIMUM CONTRIBUTIONS

         (a)     Notwithstanding the above, for any TOP HEAVY PLAN YEAR, the
         sum of EMPLOYER CONTRIBUTIONS and FORFEITURES allocated to a
         PARTICIPANT'S ACCOUNT shall be equal to at least 3% of such
         PARTICIPANT'S COMPENSATION (reduced by contributions and forfeitures,
         if any, allocated to each PARTICIPANT in any defined contribution plan
         included with THIS PLAN in a REQUIRED AGGREGATION GROUP).  However, if
         (1) the sum of the EMPLOYER CONTRIBUTIONS and FORFEITURES allocated to
         the ACCOUNT of each KEY EMPLOYEE for such TOP HEAVY PLAN YEAR is less
         than 3% of each KEY EMPLOYEE'S  COMPENSATION and (2) THIS PLAN is not
         required to be included in an AGGREGATION GROUP to enable a defined
         benefit plan to meet the requirements of CODE SECTION 401(a)(4) or
         410, the sum of the EMPLOYER CONTRIBUTIONS and FORFEITURES allocated
         to the PARTICIPANT'S ACCOUNT shall  equal the largest percentage
         allocated to any KEY EMPLOYEE'S ACCOUNT.

                 However, no such minimum allocation is required in THIS PLAN
         for any EMPLOYEE who participates in another defined contribution plan
         subject to CODE SECTION 412 if such benefits are included with THIS
         PLAN in a REQUIRED AGGREGATION GROUP.

         (b)     For the minimum allocations above, the percentage allocated to
         any KEY EMPLOYEE'S ACCOUNT shall be equal to the ratio of the sum of
         the EMPLOYER CONTRIBUTIONS and FORFEITURES allocated to such KEY
         EMPLOYEE divided by the KEY EMPLOYEE'S COMPENSATION.

         (c)     For any TOP HEAVY PLAN YEAR, the minimum allocations above
         shall be allocated to the ACCOUNT of PARTICIPANTS who are employed by
         TOM BROWN on the last day of the PLAN YEAR, including EMPLOYEEs who
         have not completed a YEAR OF SERVICE.





                                       22
<PAGE>   26
         (d)     In lieu of the above, if an EMPLOYEE participates in THIS PLAN
         and a defined benefit pension plan included in a REQUIRED AGGREGATION
         GROUP which is top heavy, a minimum allocation of 5% of COMPENSATION
         shall be required in THIS PLAN.

         (e)     If a FORMER PARTICIPANT is reemployed after 5 consecutive
         1-YEAR BREAKS IN SERVICE, separate accounts are maintained as follows:

                 (1)      an account for nonforfeitable benefits attributable
                          to his pre-break SERVICE and

                 (2)      an account representing his status in THIS PLAN
                          attributable to his post-break SERVICE.

         (f)     Notwithstanding the above, if THIS PLAN would otherwise not
         meet the requirements of CODE SECTIONS 401(a)(26), 410(b)(1) or
         410(b)(2)(A)(i) and their REGULATIONS because EMPLOYER CONTRIBUTIONS
         would not be allocated to a sufficient number or percentage of
         PARTICIPANTS for a PLAN YEAR, the following apply:

                 (1)      The group of PARTICIPANTS eligible to share in the
                          EMPLOYER CONTRIBUTIONS and FORFEITURES for the PLAN
                          YEAR shall be expanded to include the minimum number
                          of PARTICIPANTS who would not otherwise be eligible
                          as are necessary to satisfy the applicable test
                          specified above.  The specific PARTICIPANTS who
                          become eligible by this subparagraph are those
                          actively employed on the last day of the PLAN YEAR
                          and, when compared to similarly situated
                          PARTICIPANTS, have completed the greatest number of
                          HOURS OF SERVICE in the PLAN YEAR.

                 (2)      If the applicable test is still not satisfied after
                          application of subparagraph (1) above, the group of
                          PARTICIPANTS eligible to share in the EMPLOYER
                          CONTRIBUTIONS and FORFEITURES for the PLAN YEAR is
                          further expanded to  include the minimum number of
                          PARTICIPANTS who are not actively employed on the
                          last day of the PLAN YEAR as are necessary to satisfy
                          the applicable test.  The specific PARTICIPANTS who
                          become eligible to share are those PARTICIPANTS, when
                          compared to similarly situated PARTICIPANTS, who have
                          completed the greatest number of HOURS OF SERVICE in
                          the PLAN YEAR before TERMINATION.

                 (3)      Nothing in this subsection permits the reduction of a
                          PARTICIPANT'S ACCRUED BENEFIT.  Therefore, any
                          amounts previously allocated to a PARTICIPANT'S
                          ACCOUNT may not be reallocated to satisfy these
                          requirements.  TOM BROWN shall make additional
                          contributions equal to the amount such affected
                          PARTICIPANTS would have received had they been
                          included in the allocations, even if it exceeds the
                          amount deductible by





                                       23
<PAGE>   27
                          CODE SECTION 404.  Any adjustment to the allocations
                          by this subparagraph is considered a retroactive
                          amendment adopted on the last day of the PLAN YEAR.

                 (4)      Notwithstanding the above, if THIS PLAN fails CODE
                          SECTION 410(b) if the coverage tests were applied by
                          treating those PARTICIPANTS whose only allocation
                          would otherwise be provided under the top heavy
                          formula as if they were not currently benefiting
                          under THIS PLAN, for this subparagraph (4), such
                          PARTICIPANTS are treated as not benefiting, and,
                          therefore, eligible to be included in the expanded
                          class of PARTICIPANTS who will share in the
                          allocation by THIS PLAN'S non top heavy formula.

OTHER CONTRIBUTIONS/FORFEITURES

2.18     EMPLOYER CONTRIBUTIONS

         For each PLAN YEAR, TOM BROWN may make EMPLOYER CONTRIBUTIONS, which
shall not exceed the maximum amount allowable as a deduction to TOM BROWN in
CODE SECTION 404, except however, TOM BROWN shall make an EMPLOYER CONTRIBUTION
for the top heavy minimum contribution in subsection 2.17 even if it exceeds
the amount deductible by CODE SECTION 404.

         All EMPLOYER CONTRIBUTIONS shall be made in cash, TOM BROWN STOCK or
in property acceptable to the TRUSTEE.

         TOM BROWN shall pay the  EMPLOYER CONTRIBUTION to the TRUSTEE for each
PLAN YEAR within the time prescribed by law.  TOM BROWN STOCK and other
property contributed are valued at their then fair market value.

         All contributions made by a PARTICIPATING EMPLOYER to THIS PLAN are
determined separately for each PARTICIPATING EMPLOYER and are allocated only
among the PARTICIPANTS eligible to share such PARTICIPATING EMPLOYER'S
contribution.  On information furnished by the ADMINISTRATOR, the TRUSTEE keeps
separate books and records of the affairs of each PARTICIPATING EMPLOYER and as
to the ACCOUNTS and credits of the EMPLOYEES of each PARTICIPATING EMPLOYER.
The TRUSTEE may, but need not, register CONTRACTS to evidence that a particular
PARTICIPATING EMPLOYER is the interested employer, but, if an EMPLOYEE
transfers from 1 PARTICIPATING EMPLOYER to another, the employing employer
shall immediately notify the TRUSTEE.

         For each PLAN YEAR, TOM BROWN contributes to THIS PLAN:

         (a)     The amount of the deferrals of all PARTICIPANTS in subsection
         2.2, which amount is deemed an ELECTIVE DEFERRAL, plus

         (b)     QUALIFIED NON-ELECTIVE DEFERRALS or discretionary EMPLOYER
         CONTRIBUTIONS,





                                       24
<PAGE>   28
         (c)     QUALIFIED NON-ELECTIVE DEFERRALS, which are used to satisfy
         the Actual Deferral Percentage Tests in subsection 2.5,

         (d)     Discretionary EMPLOYEE CONTRIBUTIONS.

         ELECTIVE DEFERRALS accumulated through payroll deductions shall be
paid to the TRUSTEE as of the earliest date on which such contributions can
reasonably be segregated from TOM BROWN's general assets, but at least within
15 days after the end of the month of the payroll deduction.  The DOL
Regulations 2510.3-102 are incorporated by this reference.  Furthermore, any
additional EMPLOYER CONTRIBUTIONS which are allocable to the PARTICIPANT'S
ELECTIVE DEFERRED ACCOUNT for a PLAN YEAR shall be paid to THIS PLAN no later
than the 12-month period immediately following the close of such PLAN YEAR.

         All EMPLOYER CONTRIBUTIONS shall be allocated on the last day of the
PLAN YEAR to which they relate.

2.19     EMPLOYEE CONTRIBUTIONS

         (a)     Each PARTICIPANT may, at the discretion of the ADMINISTRATOR,
         elect to voluntarily contribute a portion of his COMPENSATION earned
         while a PARTICIPANT to THIS PLAN.  Such contributions shall be paid to
         the TRUSTEE within 15 days after the end of the month of the
         contribution.  The balance in each PARTICIPANT'S VOLUNTARY
         CONTRIBUTION ACCOUNT shall be fully vested at all times and shall not
         be subject to FORFEITURE for any reason.

         (b)     A PARTICIPANT may elect to withdraw his VOLUNTARY
         CONTRIBUTIONS from his VOLUNTARY CONTRIBUTION ACCOUNT and its actual
         earnings consistent with and satisfying subsection 3.4, including, but
         not limited to, all notice and consent requirements of CODE SECTION
         411(a)(11) and its REGULATIONS.  If the ADMINISTRATOR maintains
         sub-accounts for VOLUNTARY CONTRIBUTIONS (and EARNINGS thereon) which
         were made on or before a specified date, a PARTICIPANT may designate
         which sub-account is the source for his withdrawal.

                 If such a withdrawal is made or if a PARTICIPANT has received
         a hardship distribution in REGULATION 1.401(k)-1(d)(2)(iv)(B) from any
         plan maintained by TOM BROWN, such PARTICIPANT is barred from making
         any ELECTIVE DEFERRALS to the TRUST FUND for a period of 12 months
         after receipt of the withdrawal or distribution.

         (c)     At NORMAL RETIREMENT DATE, or when the PARTICIPANT or his
         BENEFICIARY are entitled to receive benefits, the fair market value of
         his VOLUNTARY CONTRIBUTION ACCOUNT is used to provide additional
         benefits to the PARTICIPANT or his BENEFICIARY.

         (d)     The ADMINISTRATOR may direct that VOLUNTARY CONTRIBUTIONS
         after a VALUATION DATE be segregated into a separate account for each
         PARTICIPANT in a federally insured





                                       25
<PAGE>   29
         savings account, certificate of deposit in a bank or savings and loan
         association, money market certificate, or other short term debt
         security acceptable to the TRUSTEE until such time as the allocations
         of THIS PLAN have been made, at which time they may remain segregated
         or be invested as part of the general TRUST FUND, as determined by the
         ADMINISTRATOR.

2.20     FORFEITURES

         (a)     The ADMINISTRATOR shall establish and maintain an ACCOUNT in
         the name of each PARTICIPANT to which the ADMINISTRATOR shall credit
         as of each VALUATION DATE, all amounts allocated to each such
         PARTICIPANT.

         (b)     TOM BROWN shall provide the ADMINISTRATOR with all information
         required by the ADMINISTRATOR to make a proper allocation of EMPLOYER
         CONTRIBUTIONS for each PLAN YEAR.  Within a reasonable time after the
         receipt of information, the ADMINISTRATOR shall allocate such
         contribution as follows:

                 (1)      For an ELECTIVE DEFERRAL in subsection 2.2(a), to
                          each PARTICIPANT'S ELECTIVE DEFERRAL ACCOUNT in an
                          amount equal to each such PARTICIPANT'S ELECTIVE
                          DEFERRAL for the PLAN YEAR.

                 (2)      For a MATCHING CONTRIBUTION in subsection 2.2(b), to
                          each PARTICIPANT'S ACCOUNT or PARTICIPANT'S ELECTIVE
                          DEFERRAL ACCOUNT by subsection 2.2(a).

                          However, a PARTICIPANT who is not credited with a
                          YEAR OF SERVICE during any PLAN YEAR shall not share
                          in a MATCHING CONTRIBUTION for that year.

                 (3)      For a NON-ELECTIVE DEFERRAL in subsection 2.26(d), to
                          each PARTICIPANT'S ACCOUNT by subsections 2.9 or
                          2.13, whichever is applicable.

                 (4)      For a QUALIFIED NON-ELECTIVE DEFERRAL in subsection
                          2.25(d), to each PARTICIPANT'S QUALIFIED NON-ELECTIVE
                          DEFERRAL ACCOUNT in the same proportion that each
                          such PARTICIPANT'S COMPENSATION for the year bears to
                          the total COMPENSATION of all PARTICIPANTS for such
                          year.  A PARTICIPANT not credited with a YEAR OF
                          SERVICE during any PLAN YEAR shall not share in a
                          QUALIFIED NON-ELECTIVE DEFERRAL for that year,
                          unless required by subsection 2.17(f).  In addition,
                          subsections 2.26(g) and 2.26(h) apply for the
                          allocation of a QUALIFIED NON-ELECTIVE DEFERRAL.

         (c)     Notwithstanding the above, in determining whether a NON-KEY
         EMPLOYEE has received the required minimum allocation by subsection
         2.17(f), such NON-KEY EMPLOYEE'S ELECTIVE DEFERRAL used to satisfy the
         Actual Deferral Percentage test in subsection 2.5(a) or the Actual
         Contribution Percentage test in subsection 2.10(a) are not taken into
         account.




                                       26
<PAGE>   30
         

MAXIMUM ANNUAL ADDITIONS

2.21     MAXIMUM ANNUAL ADDITIONS

         (a)     Notwithstanding the above, the MAXIMUM ANNUAL ADDITIONS
         credited to a PARTICIPANT'S ACCOUNTS for any LIMITATION YEAR shall
         equal the lesser of: (1) $30,000 (or, if greater, 1/4th of the dollar
         limitation in CODE SECTION 415(b)(1)(A)) or (2) 25% of the
         PARTICIPANT'S COMPENSATION for such LIMITATION YEAR.  For any short
         LIMITATION YEAR, the dollar limitation in (1) above is reduced by a
         fraction, the numerator of which is the number of full months in the
         short LIMITATION YEAR and the denominator of which is 12.

         (b)     To apply the limitations in CODE SECTION 415, ANNUAL ADDITIONS
         are the sum credited to a PARTICIPANT'S ACCOUNTS for any LIMITATION
         YEAR of (1) EMPLOYER CONTRIBUTIONS, (2) EMPLOYEE CONTRIBUTIONS, (3)
         FORFEITURES, (4) amounts allocated to an individual medical account in
         CODE SECTION 415(l)(2) which is part of a pension or annuity plan
         maintained by TOM BROWN, and (5) amounts derived from EMPLOYER
         CONTRIBUTIONS paid or accrued, attributable to post-retirement medical
         benefits allocated to the separate account of a KEY EMPLOYEE under a
         welfare benefit plan (in CODE SECTION 419(e)) maintained by TOM BROWN.
         However, the percentage limitation referred to in subparagraph (a)(2)
         above does not apply to: (1) any contribution for medical benefits (in
         CODE SECTION 419A(f)(2)) after separation from SERVICE which is
         otherwise treated as an ANNUAL ADDITION or (2) any amount otherwise
         treated as an ANNUAL ADDITION in CODE SECTION 415(l)(1).

         (c)     To apply the limitations in CODE SECTION 415, the transfer of
         funds from 1 qualified plan to another is not an ANNUAL ADDITION.  In
         addition, the following are not EMPLOYEE CONTRIBUTIONS for
         subparagraph (b)(2) above: (1) rollover contributions (in CODE
         SECTIONS 402(a)(5), 403(a)(4), 403(b)(8) and 408(d)(3)); (2)
         repayments of PARTICIPANT LOANS; (3) repayments of distributions
         received by a PARTICIPANT by CODE SECTION 411(a)(7)(B) (cash-outs);
         (4) repayments of distributions received by an EMPLOYEE by CODE
         SECTION 411(a)(3)(D) (mandatory contributions); and (5) employee
         contributions to a simplified employee pension excludable from gross
         income by CODE SECTION 408(k)(6).

         (d)     To apply the limitations of CODE SECTION 415, the "LIMITATION
         YEAR" is the PLAN YEAR.

         (e)     The dollar limitation in CODE SECTION 415(b)(1)(A) stated in
         subparagraph (a)(1) above shall be adjusted annually by CODE SECTION
         415(d) and its REGULATIONS.  The adjusted limitation is effective as
         of January 1st of each PLAN YEAR.

         (f)     For this subsection, all qualified defined benefit plans
         (whether terminated or not)




                                       27
<PAGE>   31
         ever maintained by TOM BROWN are treated as 1 defined benefit plan,
         and all qualified defined contribution plans (whether terminated or
         not) ever maintained by TOM BROWN are treated as 1 defined
         contribution plan.

         (g)     For this subsection, if TOM BROWN is a member of a controlled
         group of corporations, trades or businesses under common control (by
         CODE SECTION 1563(a) or CODE SECTION 414(b) and (c) as modified by
         CODE SECTION 415(h)), is a member of an affiliated service group (by
         CODE SECTION 414(m)), or is a member of a group of entities required
         to be aggregated by CODE SECTION 414(o) REGULATIONS, all EMPLOYEES of
         such employers are considered to be employed by TOM BROWN.

         (h)     For this subsection, if THIS PLAN is a CODE SECTION 413(c)
         plan, all employers of a PARTICIPANT who maintain THIS PLAN are
         considered 1 employer.

         (i)     If an EMPLOYEE is (or has been) a PARTICIPANT in 1 or more
         defined benefit plans and 1 or more defined contribution plans
         maintained by TOM BROWN, the sum of the Defined Benefit Plan Fraction
         and the Defined Contribution Plan Fraction for any LIMITATION YEAR may
         not exceed 1.0.

         (j)     The "Defined Benefit Plan Fraction" for any LIMITATION YEAR is
         a fraction, the numerator of which is the sum of the PARTICIPANT'S
         projected annual benefits under all the defined benefit plans (whether
         or not terminated) maintained by TOM BROWN, and the denominator of
         which is the lesser of 125% of the dollar limitation determined for
         the LIMITATION YEAR in CODE SECTION 415(b) and (d) or 140% of the
         highest average compensation, including any adjustments in CODE
         SECTION 415(b).

         (k)     The "Defined Contribution Plan Fraction" for any LIMITATION
         YEAR is a fraction, the numerator of which is the sum of the ANNUAL
         ADDITIONS to the PARTICIPANT'S ACCOUNT under all the defined
         contribution plans (whether or not terminated) maintained by TOM BROWN
         for the current and all prior LIMITATION YEARS (including the ANNUAL
         ADDITIONS attributable to the PARTICIPANT'S nondeductible EMPLOYEE
         CONTRIBUTIONS to all defined benefit plans, whether or not terminated,
         maintained by TOM BROWN, and the ANNUAL ADDITIONS attributable to all
         welfare benefit funds, in CODE SECTION 419(e), and individual medical
         accounts, in CODE SECTION 415(l)(2), maintained by TOM BROWN, and the
         denominator of which is the sum of the Maximum Aggregate Amounts for
         the current and all prior LIMITATION YEARS of SERVICE with TOM BROWN
         (regardless of whether a defined contribution plan was maintained by
         TOM BROWN).  The "Maximum Aggregate Amount" in any LIMITATION YEAR is
         the lesser of 125% of the dollar limitation in CODE SECTIONS 415(b)
         and (d) in effect in CODE SECTION 415(c)(1)(A) or 35% of the
         PARTICIPANT'S COMPENSATION for such year.

                 If the EMPLOYEE was a PARTICIPANT as of the end of the 1st day
         of the first LIMITATION YEAR beginning after December 31, 1986, in 1
         or more defined contribution





                                       28
<PAGE>   32
         plans maintained by TOM BROWN which were in existence on May 6, 1986,
         the numerator of this fraction is adjusted if the sum of this fraction
         and the Defined Benefit Plan Fraction would otherwise exceed 1.0.
         Under the adjustment, an amount equal to the product of (1) the excess
         of the sum of the fractions over 1.0 times (2) the denominator of this
         fraction, is permanently subtracted from the numerator of this
         fraction.  The adjustment is calculated using the fractions as they
         would be computed as of the end of the last LIMITATION YEAR beginning
         before January 1, 1987, and disregarding any changes in THIS PLAN made
         after May 5, 1986, but using the CODE SECTION 415 limitation
         applicable to the first LIMITATION YEAR beginning on or after January
         1, 1987.  The ANNUAL ADDITION for any LIMITATION YEAR beginning before
         January 1, 1987 shall not be recomputed to treat all EMPLOYEE
         CONTRIBUTIONS as ANNUAL ADDITIONS.

         (l)     Notwithstanding the above, for any LIMITATION YEAR in which
         THIS PLAN is a TOP HEAVY PLAN, 100% is substituted for 125% in this
         subparagraph and subsection 2.21(j).  However, for any LIMITATION YEAR
         in which THIS PLAN is a SUPER TOP HEAVY PLAN, 100% is substituted for
         125%.

         (m)     Notwithstanding the above, the limitations, adjustments and
         other requirements in this subsection shall at all times comply with
         CODE SECTION 415 and its REGULATIONS, incorporated by this reference.

2.22     ADJUSTMENT FOR EXCESS AMOUNTS

         (a)     If, by the allocation of FORFEITURES, a reasonable error in
         estimating a PARTICIPANT'S COMPENSATION, a reasonable error in
         determining the amount of ELECTIVE DEFERRALS (in CODE SECTION
         402(g)(3)) that may be made for any PARTICIPANT by the limits of
         subsection 2.21 or other facts and circumstances to which REGULATION
         1.415(b)(6) is applicable, the ANNUAL ADDITIONS in THIS PLAN causes
         the MAXIMUM ANNUAL ADDITIONS to be exceeded for any PARTICIPANT, the
         ADMINISTRATOR shall (1) distribute any EXCESS ELECTIVE DEFERRALS (in
         CODE SECTION 402(g)(3)) or return any VOLUNTARY EMPLOYEE CONTRIBUTIONS
         credited for the LIMITATION YEAR to eliminate the excess amount in the
         PARTICIPANT'S Accounts, (2) hold any remaining EXCESS ELECTIVE
         DEFERRAL in a SECTION 415 SUSPENSE ACCOUNT, (3) allocate and
         reallocate the SECTION 415 SUSPENSE ACCOUNT in the next LIMITATION
         YEAR (and succeeding LIMITATION YEARS if necessary) to all
         PARTICIPANTS before any EMPLOYER or EMPLOYEE CONTRIBUTIONS which would
         constitute ANNUAL ADDITIONS are made for such LIMITATION YEAR, and (4)
         reduce EMPLOYER CONTRIBUTIONS to THIS PLAN for such LIMITATION YEAR by
         the amount of the SECTION 415 SUSPENSE ACCOUNT allocated and
         reallocated during such LIMITATION YEAR.

         (b)     THIS PLAN cannot distribute EXCESS ELECTIVE DEFERRALS, other
         than VOLUNTARY EMPLOYEE CONTRIBUTIONS, to PARTICIPANTS or FORMER
         PARTICIPANTS.





                                       29
<PAGE>   33
ROLLOVERS

2.23     ROLLOVERS TO THIS PLAN

         (a)     With the consent of the ADMINISTRATOR, AMOUNTS TRANSFERRED
         FROM OTHER QUALIFIED PLANS by PARTICIPANTS may be accepted by THIS
         PLAN if the trust from which such funds are transferred permits the
         transfer to be made and the transfer will not jeopardize the tax
         exempt status of THIS PLAN or TRUST or create adverse tax consequences
         for TOM BROWN.  Amounts transferred are maintained in a separate
         account referred to as a "Participant's Rollover Account."  Such
         ACCOUNT shall be fully vested at all times and shall not be subject to
         FORFEITURE.

         (b)     Amounts in a Participant's Rollover Account are held by the
         TRUSTEE and may not be withdrawn by, or distributed to the
         PARTICIPANT, in whole or in part, except as provided in subparagraphs
         (c) and (d) of this subsection.

         (c)     Except as permitted by REGULATIONS (including REGULATION
         1.411(d)-4), amounts attributable to ELECTIVE DEFERRALS (in REGULATION
         1.401(k)-l(g)(31)), including amounts treated as ELECTIVE DEFERRALS,
         which are transferred from another qualified plan in a plan-to-plan
         transfer are subject to the distribution limitations in REGULATION
         1.401(k)-l(d).

         (d)     At NORMAL RETIREMENT DATE, or such other date when the
         PARTICIPANT or his BENEFICIARY is entitled to receive benefits, the
         fair market value of the Participant's Rollover Account is used to
         provide additional benefits to the PARTICIPANT or his BENEFICIARY.
         Any distributions of amounts held in a Participant's Rollover Account
         are made in a manner which is consistent with and satisfies subsection
         3.4, including, but not limited to, all notice and consent
         requirements of CODE SECTION 411(a)(11) and its REGULATIONS.
         Furthermore, such amounts are considered as part of a PARTICIPANT'S
         benefit in determining whether an involuntary cash-out of benefits
         without PARTICIPANT consent may be made.

         (e)     The ADMINISTRATOR may direct that employee transfers made
         after a VALUATION DATE be segregated in a separate account for each
         PARTICIPANT in a federally insured savings account, certificate of
         deposit in a bank or savings and loan association, money market
         certificate, or other short term debt security acceptable to the
         TRUSTEE until the allocations in THIS PLAN have been made, at which
         time they may remain segregated or be invested as part of the general
         TRUST FUND, as determined by the ADMINISTRATOR.

         (f)     Prior to accepting any transfers in this subsection, the
         ADMINISTRATOR may require the EMPLOYEE to establish that the amounts
         to be transferred to THIS PLAN meet the requirements of this
         subsection and may also require the EMPLOYEE to provide an opinion of
         counsel satisfactory to TOM BROWN that the amounts to be transferred
         meet the requirements of this subsection.





                                       30
<PAGE>   34
         (g)     Notwithstanding the above, a transfer directly to THIS PLAN
         from another QUALIFIED PLAN (or a transaction having the effect of
         such a transfer) shall only be permitted if it will not result in the
         elimination or reduction of any SECTION 411(D)(6) PROTECTED BENEFIT.

DEFINITIONS FOR CONTRIBUTIONS AND FORFEITURES

THE FOLLOWING ARE DEFINITIONS FOR THIS SECTION AND THIS PLAN.

2.24     ELECTIVE DEFERRALS

         (a)     "ELECTIVE DEFERRAL" is TOM BROWN'S contribution to THIS PLAN
         of the PARTICIPANT'S ELECTIVE DEFERRAL in subsection 2.2, excluding
         amounts distributed as Excess Annual Additions.  ELECTIVE DEFERRALS
         shall be subject to the requirements of subsection 2.2(b) and (c) and
         shall further be required to satisfy the discrimination requirements
         of REGULATION 1.401(k)-l(b)(3), specifically incorporated by this
         reference.

         (b)     "EXCESS ELECTIVE DEFERRALS" is, for any taxable year of a
         PARTICIPANT, the excess of the aggregate amount of such PARTICIPANT'S
         ELECTIVE DEFERRALS and the ELECTIVE DEFERRALS in subsection 2.4
         actually made on behalf of such PARTICIPANT for such taxable year,
         over the dollar limitation in CODE SECTION 402(g), incorporated by
         this reference.  An EXCESS ELECTIVE DEFERRAL is treated as an ANNUAL
         ADDITION in subsection 2.21 when contributed to THIS PLAN unless
         distributed to the affected PARTICIPANT not later than the first April
         15th following the close of the PARTICIPANT'S taxable year.

         (c)     "PARTICIPANT'S ELECTIVE DEFERRAL ACCOUNT" is the account
         established and maintained by the ADMINISTRATOR for each PARTICIPANT
         for his total interest in THIS PLAN from ELECTIVE DEFERRALS and
         QUALIFIED NON-ELECTIVE DEFERRALS.  A separate accounting is maintained
         for that portion of the PARTICIPANT'S ELECTIVE DEFERRAL ACCOUNT
         attributable to ELECTIVE DEFERRALS in subsection 2.2, and any
         QUALIFIED NON-ELECTIVE CONTRIBUTIONS.

2.25     ACTUAL DEFERRAL PERCENTAGE TESTS

         (a)     "QUALIFIED NON-ELECTIVE CONTRIBUTION" is TOM BROWN'S
         contributions to THIS PLAN other than by the PARTICIPANT'S deferral
         election in subsection 2.4 and any QUALIFIED NON-ELECTIVE
         CONTRIBUTION.

         (b)     "PLAN YEAR" is the calendar year.

         (c)     "THIS PLAN" is this instrument, including all its amendments.

         (d)     "QUALIFIED NON-ELECTIVE DEFERRAL ACCOUNT" is the account in
         THIS PLAN to which QUALIFIED NON-ELECTIVE DEFERRALS are allocated.





                                       31
<PAGE>   35
         (e)     "QUALIFIED NON-ELECTIVE DEFERRAL" is TOM BROWN'S contributions
         to THIS PLAN made pursuant to subsection 2.5(b)(1) used to satisfy the
         "Actual Deferral Percentage" tests.  QUALIFIED NON-ELECTIVE DEFERRALS
         are nonforfeitable when made and are distributable only as specified
         in subsections 2.2(c) and 3.5(e).  In addition, TOM BROWN'S
         contributions in subsection 2.11 used to satisfy the Actual
         Contribution Percentage tests are considered QUALIFIED NON-ELECTIVE
         DEFERRALS.

         (f)     "ACTUAL DEFERRAL PERCENTAGE" means, for a specified group of
         PARTICIPANTS for a PLAN YEAR, the average of the ratios (calculated
         separately for each PARTICIPANT in such group) of (i) the amount of
         employer contributions actually paid over to THIS PLAN on behalf of
         such PARTICIPANTS for the PLAN YEAR to (ii) the PARTICIPANT'S
         COMPENSATION for such PLAN YEAR.  Employer contributions on behalf of
         any PARTICIPANT shall include: (i) any ELECTIVE DEFERRALS pursuant to
         the PARTICIPANT'S DEFERRAL ELECTION (including EXCESS ELECTIVE
         DEFERRALS of HIGHLY COMPENSATED EMPLOYEES), but excluding (a) EXCESS
         ELECTIVE DEFERRALS of NONHIGHLY COMPENSATED EMPLOYEES that arise
         solely from ELECTIVE DEFERRALS made under TOM BROWN plans and (b)
         ELECTIVE DEFERRALS that are taken into account in the Actual
         Contribution Percentage Test (if the Actual Deferral Percentage Test
         is satisfied both with and without exclusion of these ELECTIVE
         DEFERRALS; and (ii) at TOM BROWN'S election, QUALIFIED NON-ELECTIVE
         CONTRIBUTIONS and QUALIFIED MATCHING CONTRIBUTIONS.  To compute Actual
         Deferral Percentages, an EMPLOYEE who would be a PARTICIPANT but for
         the failure to make ELECTIVE DEFERRALS shall be treated as a
         PARTICIPANT on whose behalf no ELECTIVE DEFERRALS are made.

         (g)     "MATCHING CONTRIBUTIONS" means an EMPLOYER CONTRIBUTION made
         to this or any other defined contribution plan for a PARTICIPANT
         because of an EMPLOYEE CONTRIBUTION made by such PARTICIPANT, or on
         account of a PARTICIPANT'S ELECTIVE DEFERRAL, in a plan maintained by
         TOM BROWN.

         (h)     "EXCESS CONTRIBUTIONS" means, as to any PLAN YEAR, the excess
         of:

                 (1)      the AGGREGATE AMOUNT of EMPLOYER CONTRIBUTIONS taken
                          into account in computing the Actual Deferral
                          Percentage of HIGHLY COMPENSATED EMPLOYEES for such
                          PLAN YEAR, over

                 (2)      the maximum amount of such contributions permitted by
                          the Actual Deferral Percentage Test (determined by
                          reducing contributions made on behalf of HIGHLY
                          COMPENSATED EMPLOYEES in the order of the Actual
                          Deferral Percentages, beginning with the highest of
                          such percentages).

         (i)     "QUALIFIED MATCHING CONTRIBUTIONS" means MATCHING
         CONTRIBUTIONS which are subject to the distribution and
         nonforfeitability requirements under CODE SECTION 401(k) when made.





                                       32
<PAGE>   36
2.26     ACTUAL CONTRIBUTION PERCENTAGE TESTS

         (a)     "PARTICIPANT'S AGGREGATE ACCOUNT" is the value of all accounts
         maintained for a PARTICIPANT, whether attributable to employer or
         employee contributions, subject to subsection 2.16.

         (b)     "COMPENSATION" is a PARTICIPANT'S wages, salaries, fees for
         professional services and other amounts received (whether or not an
         amount is paid in cash) for personal services actually rendered in the
         course of employment with TOM BROWN to the extent that the amounts are
         includible in his gross income (including, but not limited to,
         commissions paid salesmen, compensation for services as a percentage
         of profits, commissions on insurance premiums, tips, bonuses, fringe
         benefits, and reimbursements or other expense allowances under a
         nonaccountable plan (in REGULATION 1.62-2(c)) for a PLAN YEAR.

                 COMPENSATION excludes:

                 (1)      (A)     employer contributions to a plan of deferred
                                  compensation which are not includible in the
                                  PARTICIPANT'S gross income for the taxable
                                  year of contribution,

                          (B)     employer contributions to a simplified
                                  employee pension plan in CODE SECTION 408(k)
                                  excludable from the EMPLOYEE'S gross income,

                          (C)     any distributions from a plan of deferred
                                  compensation;

                 (2)      amounts realized from the exercise of a non-qualified
                          stock option or when restricted stock (or property)
                          held by an EMPLOYEE that either is freely
                          transferable or is no longer subject to a substantial
                          risk of forfeiture;

                 (3)      amounts realized from the sale, exchange or other
                          disposition of stock acquired with a qualified stock
                          option; and

                 (4)      other amounts which receive special tax benefits or
                          employer contributions (whether or not under a salary
                          reduction) for the purchase of any annuity contract
                          in CODE SECTION 403(b) (whether or not the
                          contributions are actually excludable from the gross
                          income of the EMPLOYEE).

                 For this subsection, COMPENSATION is determined by including
         Employer Contributions to a salary reduction agreement not includible
         in the PARTICIPANT'S gross income by CODE SECTIONS 125, 402(a)(8),
         402(h), 403(b) or 457, and employee





                                       33
<PAGE>   37
         contributions treated as employer contributions by CODE SECTION
         414(h)(2).

                 For a PARTICIPANT'S initial year of participation,
         COMPENSATION is recognized as of the PARTICIPANT'S effective date of
         participation.

                 COMPENSATION is limited to $150,000.  COMPENSATION is adjusted
         as permitted in CODE SECTION 415(d) except that the dollar increase in
         effect on January 1 of any calendar year is effective for the PLAN
         YEAR beginning with or within such calendar year and the 1st
         adjustment to the $150,000 limitation shall be effective on January 1,
         1994.  For any short PLAN YEAR the COMPENSATION limit is an amount
         equal to the COMPENSATION limit for the calendar year in which the
         PLAN YEAR begins multiplied by the number of full months in the short
         PLAN YEAR and divided by 12.  The family group of a HIGHLY COMPENSATED
         EMPLOYEE subject to the FAMILY MEMBER aggregation rules of CODE
         SECTION 414(q)(6) because such PARTICIPANT is either a 5% OWNER or 1
         of the 10 HIGHLY COMPENSATED EMPLOYEES paid the greatest COMPENSATION
         during the year, is treated as a single PARTICIPANT, except FAMILY
         MEMBERS include only the affected PARTICIPANT'S spouse and any lineal
         descendants who do not attain age 19 before the close of the year.
         If, as a result of the application of such rules the adjusted $150,000
         limitation is exceeded, the limitation is prorated among the affected
         FAMILY MEMBERS in proportion to each such FAMILY MEMBER'S COMPENSATION
         prior to the application of this limitation or the limitation is
         adjusted by any other method permitted by REGULATION.

                 If, as a result of the above, the "MAXIMUM ANNUAL ADDITION"
         limit of subsection 2.21 is exceeded for 1 or more of the affected
         FAMILY MEMBERS, the prorated COMPENSATION of all affected FAMILY
         MEMBERS is adjusted to avoid or reduce any excess.  The prorated
         COMPENSATION of any affected FAMILY MEMBER whose allocation exceeds
         the limit is adjusted downward to the level needed for an allocation
         equal to such limit.  The prorated COMPENSATION of affected FAMILY
         MEMBERS not affected by such limit is adjusted upward on a pro rata
         basis not to exceed each such affected FAMILY MEMBER'S COMPENSATION as
         determined prior to application of the FAMILY MEMBER rule.  The
         resulting allocation cannot exceed such individual's "MAXIMUM ANNUAL
         ADDITION" limit.  If an EXCESS AMOUNT still results, such EXCESS
         AMOUNT is allocated by subsection 2.22(a), pro rata among all affected
         FAMILY MEMBERS.

                 If THIS PLAN is a plan in CODE SECTION 413(c) or 414(f) (a
         plan maintained by more than 1 employer), the $150,000 limitation
         applies separately for the COMPENSATION of any PARTICIPANT from each
         employer maintaining THIS PLAN.

                 "414(S) COMPENSATION" means a PARTICIPANT'S COMPENSATION
         actually paid.

         (c)     "EXCESS AGGREGATE CONTRIBUTIONS" means, for a PLAN YEAR, the
         excess of the aggregate amount of the VOLUNTARY EMPLOYEE CONTRIBUTIONS
         in subsection 2.22 and any QUALIFIED NON-ELECTIVE DEFERRALS or
         ELECTIVE DEFERRALS taken into account in subsection





                                       34
<PAGE>   38
         2.10 for HIGHLY COMPENSATED EMPLOYEES for such PLAN YEAR, over the
         maximum amount of such contributions permitted by subsection 2.2(a).

         (d)     "QUALIFIED NON-ELECTIVE DEFERRALS" is TOM BROWN'S
         contributions to THIS PLAN other than by the PARTICIPANT'S Deferral
         Election in subsection 2.3 and any QUALIFIED NON-ELECTIVE
         CONTRIBUTION.

         (e)     "PLAN YEAR" is the calendar year.

         (f)     "THIS PLAN" is this instrument, including all its amendments.

         (g)     "QUALIFIED NON-ELECTIVE DEFERRAL ACCOUNT" is the account in
         THIS PLAN to which QUALIFIED NON-ELECTIVE CONTRIBUTIONS are allocated.

         (h)     "QUALIFIED NON-ELECTIVE DEFERRAL" is TOM BROWN'S contributions
         to THIS PLAN made pursuant to subsection 2.18(d), 2.10(c) and 2.11
         used to satisfy the Actual Deferral Percentage tests.  QUALIFIED
         NON-ELECTIVE DEFERRALS are nonforfeitable when made and are
         distributable only as specified in subsections 2.2(c) and 3.5(e).

         (i)     "EXCESS AGGREGATE CONTRIBUTIONS" means, for a PLAN YEAR, the
         excess of the aggregate amount of the Voluntary Employee Contributions
         in subsection 2.22 and any QUALIFIED NON-ELECTIVE DEFERRALS or
         ELECTIVE DEFERRALS taken into account in subsection 2.10 for HIGHLY
         COMPENSATED EMPLOYEES for such PLAN YEAR, over the maximum amount of
         such deferrals permitted by subsection 2.10(a).

         (j)     "AGGREGATE LIMIT" means the sum of (i) 125% of the greater of
         the Actual Deferral Percentage of the NONHIGHLY COMPENSATED EMPLOYEES
         for the PLAN YEAR or the Actual Contribution Percentage of NONHIGHLY
         COMPENSATED EMPLOYEES beginning with or within the PLAN YEAR of the
         ELECTIVE DEFERRALS, and (ii) the lesser of 200% or 2 plus the lesser
         of the Actual Deferral Percentage or the Actual Contribution
         Percentage.  "Lesser" is substituted for "greater" in "(i)", above,
         and "greater" is substituted for "lesser" after "2 plus the" in "(ii)"
         if it would result in a larger AGGREGATE LIMIT.

         (k)     "ACTUAL CONTRIBUTION PERCENTAGE" means the average of the
         Contribution Percentages of the Eligible PARTICIPANTS in a group.

         (l)     "CONTRIBUTION PERCENTAGE" means the ratio (expressed as a
         percentage) of the PARTICIPANT'S CONTRIBUTION PERCENTAGE AMOUNTS to
         the PARTICIPANT'S COMPENSATION for the PLAN YEAR (whether or not the
         EMPLOYEE was a PARTICIPANT for the entire PLAN YEAR).

         (m)     "CONTRIBUTION PERCENTAGE AMOUNTS" means the sum of the
         EMPLOYEE CONTRIBUTIONS, MATCHING CONTRIBUTIONS, and QUALIFIED MATCHING
         CONTRIBUTIONS (to the extent not taken into account for the Actual
         Deferral Percentage Test) made under THIS





                                       35
<PAGE>   39
         PLAN on behalf of the PARTICIPANT for the PLAN YEAR.  CONTRIBUTION
         PERCENTAGE AMOUNTS shall not include MATCHING CONTRIBUTIONS that are
         forfeited either to correct EXCESS AGGREGATE CONTRIBUTIONS or because
         the CONTRIBUTIONS to which they relate are EXCESS DEFERRALS, EXCESS
         CONTRIBUTIONS, or EXCESS AGGREGATE CONTRIBUTIONS.  TOM BROWN may
         include QUALIFIED NON-ELECTIVE CONTRIBUTIONS in the CONTRIBUTION
         PERCENTAGE AMOUNTS.  TOM BROWN may also elect to use ELECTIVE
         DEFERRALS in the CONTRIBUTION PERCENTAGE AMOUNTS as long as the Actual
         Deferral Percentage Test is met before the ELECTIVE DEFERRALS are used
         in the Actual Contribution Percentage Test and continues to be met
         following the exclusion of those ELECTIVE DEFERRALS that are used to
         meet the Actual Contribution Percentage Tests.

         (n)     "EMPLOYEE CONTRIBUTIONS" means any contribution made to THIS
         PLAN by or on behalf of a PARTICIPANT that is included in the
         PARTICIPANT'S gross income for the year in which made and that is
         maintained in a separate account to which earnings and losses are
         allocated.

         (o)     "EXCESS AGGREGATE CONTRIBUTIONS" means, as to any Plan Year,
         the excess of:

                 (1)      the AGGREGATE CONTRIBUTION PERCENTAGE AMOUNTS taken
                          into account in computing the numerator of the
                          CONTRIBUTION PERCENTAGE actually made on behalf of
                          HIGHLY COMPENSATED EMPLOYEES for such PLAN YEAR, over

                 (2)      the maximum CONTRIBUTION PERCENTAGE AMOUNTS permitted
                          by the Actual Contribution Percentage Test
                          (determined by reducing contributions made on behalf
                          of HIGHLY COMPENSATED EMPLOYEES in order of their
                          CONTRIBUTION PERCENTAGES beginning with the highest
                          of such percentages).

         Such determination shall be made after first determining EXCESS
         ELECTIVE DEFERRALS in subsection 2.2 and then determining EXCESS
         CONTRIBUTIONS in subsection 2.25(h).

2.27     TOP HEAVY PLAN

         (a)     "FAMILY MEMBER" is, for a PARTICIPANT, such PARTICIPANT'S
         spouse and such PARTICIPANT'S lineal descendants and ascendants and
         their spouses, in CODE SECTION 414(q)(6)(B).

         (b)     "HIGHLY COMPENSATED EMPLOYEE" is an EMPLOYEE in CODE SECTION
         414(q) and its REGULATIONS, and generally is an EMPLOYEE who performs
         services for TOM BROWN during the determination year and is in 1 or
         more of the following groups:

                 (1)      EMPLOYEES who at any time during the determination
                          year or look-back year were 5% OWNERS as defined in
                          subsection 2.27(e)(3).

                 (2)      EMPLOYEES who received COMPENSATION during the
                          look-back year in excess of $75,000.



                                       36
<PAGE>   40
                 (3)      EMPLOYEES who received COMPENSATION during the
                          look-back year in excess of $50,000 and were in the
                          top paid group of EMPLOYEES for the PLAN YEAR.

                 (4)      EMPLOYEES who, during the look-back year, were
                          officers of TOM BROWN (in CODE SECTION 416
                          REGULATIONS) and received COMPENSATION during the
                          look-back year greater than 50% of the limit in
                          effect in CODE SECTION 415(b)(1)(A) for any such PLAN
                          YEAR.  The number of officers is limited to the
                          lesser of (i) 50 employees; or (ii) the greater of 3
                          EMPLOYEES or 10% of all EMPLOYEES.  To determine the
                          number of officers, EMPLOYEES in subsection
                          2.27(b)(1), (2), and (3) are excluded, but such
                          EMPLOYEES are still considered for identifying the
                          particular EMPLOYEEs who are officers.  If TOM BROWN
                          has no 1 officer whose annual COMPENSATION is in
                          excess of 50% of the CODE SECTION 415(b)(1)(A) limit,
                          the highest paid officer of TOM BROWN is a HIGHLY
                          COMPENSATED EMPLOYEE.

                 (5)      EMPLOYEES in the group consisting of the 100
                          EMPLOYEEs paid the greatest COMPENSATION during the
                          determination year and also described in subsection
                          2.27(b), (c) or (d)  when these paragraphs are
                          modified to substitute determination year for
                          look-back year.

                 The "determination year" is the PLAN YEAR for which testing is
         being performed, and the "look-back year" is the immediately preceding
         12-month period.

                 Additionally, the dollar threshold amounts specified in (b)
         and (c) above are adjusted as provided by REGULATIONS.  For such an
         adjustment, the dollar limits applied are those for the calendar year
         in which the determination year or look-back year begins.

                 To determine a HIGHLY COMPENSATED EMPLOYEE, EMPLOYEES who are
         non-resident aliens and who received no earned income (by CODE SECTION
         911(d)(2)) from TOM BROWN constituting United States source income are
         not treated as EMPLOYEEs.  Additionally, each AFFILIATED EMPLOYER is a
         single employer, and LEASED EMPLOYEES in CODE SECTIONS 414(n)(2) and
         414(o)(2) are EMPLOYEES unless such LEASED EMPLOYEES are covered by a
         plan in CODE SECTION 414(n)(5) and are not covered in any qualified
         plan maintained by TOM BROWN.  Exclusion of LEASED EMPLOYEES is
         applied on a uniform and consistent basis for all TOM BROWN'S
         retirement plans.  HIGHLY COMPENSATED FORMER EMPLOYEES are treated as
         HIGHLY COMPENSATED EMPLOYEES whether or not they performed SERVICE
         during the determination year.

         (c)     "HIGHLY COMPENSATED FORMER EMPLOYEE" is a former EMPLOYEE who
         had a separation year prior to the determination year and was a HIGHLY
         COMPENSATED EMPLOYEE in the year of his TERMINATION or in any
         determination year after he attains age 55.  Notwithstanding the
         above, an EMPLOYEE who separated from service prior to 1987 will





                                       37
<PAGE>   41
         be treated as a HIGHLY COMPENSATED FORMER EMPLOYEE only if during the
         separation year (or year preceding the separation year) or any year
         after the EMPLOYEE attains age 55 (or the last year ending before the
         EMPLOYEE'S 55th birthday), the EMPLOYEE either received COMPENSATION
         in excess of $50,000 or was a 5% OWNER.  For this subsection,
         determination year, COMPENSATION and 5% OWNER are determined by
         subsection 2.27(b).  HIGHLY COMPENSATED FORMER EMPLOYEES are treated
         as HIGHLY COMPENSATED EMPLOYEES.  The  determination of who is a
         HIGHLY COMPENSATED FORMER EMPLOYEE is applied on a uniform and
         consistent basis.

         (d)     "HIGHLY COMPENSATED PARTICIPANT" is any HIGHLY COMPENSATED
         EMPLOYEE eligible to participate in THIS PLAN.

         (e)     "KEY EMPLOYEE" is an EMPLOYEE in CODE SECTION 416(i) and its
         REGULATIONS.  Generally, any EMPLOYEE or former EMPLOYEE (as well as
         each of his BENEFICIARIES) is  a KEY EMPLOYEE if he, at any time
         during the PLAN YEAR that contains the Determination Date or any of
         the preceding 4 PLAN YEARS, is in 1 of the following categories:

                 (1)      an officer of TOM BROWN (by CODE SECTION 416
                          REGULATIONS) with annual COMPENSATION greater than
                          50% of the amount in effect in CODE SECTION
                          415(b)(1)(A) for any such PLAN YEAR.

                 (2)      1 of the 10 employees with annual COMPENSATION for a
                          PLAN YEAR greater than the dollar limitation in
                          effect in CODE SECTION 415(c)(1)(A) for the calendar
                          year in which such PLAN YEAR ends and owning (or
                          considered as owning in CODE SECTION 318) both more
                          than 1/2% interest and the largest interests in TOM
                          BROWN.

                 (3)      A person who owns (or is considered as owning in CODE
                          SECTION 318) more than 5% of the outstanding stock of
                          TOM BROWN or stock possessing more than 5% of the
                          total combined voting power of all TOM BROWN stock.
                          To determine percentage ownership, employers that
                          would otherwise be aggregated by CODE SECTIONS
                          414(b), (c), (m) and (o) are treated as separate
                          employers.

                 (4)      A person who owns (or is considered as owning in CODE
                          SECTION 318) more than 1% of outstanding stock or
                          stock possessing more than 1% of the total combined
                          voting power of all TOM BROWN stock and having an
                          annual compensation of more than $150,000.  To
                          determine percentage ownership, employers that would
                          otherwise be aggregated by CODE SECTIONS 414(b), (c),
                          (m) and (o) are treated as separate employers.  To
                          determine whether an individual has  COMPENSATION of
                          more than $150,000, COMPENSATION from each employer
                          required to be aggregated under CODE SECTIONS 414(b),
                          (c), (m) and (o) is taken into account.





                                       38
<PAGE>   42
         (f)     "NON-HIGHLY COMPENSATED EMPLOYEE" is any PARTICIPANT who is
         neither a HIGHLY COMPENSATED EMPLOYEE nor his FAMILY MEMBER.

         (g)     "NON-KEY EMPLOYEE" is any EMPLOYEE or former EMPLOYEE (and his
         beneficiaries) who is not a KEY EMPLOYEE.

         (h)     "PARTICIPANT'S ACCOUNTS" are the accounts established and
         maintained by the ADMINISTRATOR for each PARTICIPANT for his total
         interest in THIS PLAN.

         (i)     "TOP HEAVY PLAN YEAR" is a PLAN YEAR when THIS PLAN is a TOP
         HEAVY PLAN.

         (j)     "TOP PAID GROUP" is the top 20% of EMPLOYEES for an applicable
         year, ranked according to the amount of COMPENSATION (determined by
         subsection 2.27(b)) received during such year.  Each AFFILIATED
         EMPLOYER is taken into account as 1 employer, and LEASED EMPLOYEES are
         considered EMPLOYEES unless such LEASED EMPLOYEES are covered by a
         plan in CODE SECTION 414(n)(5) and are not covered in any qualified
         plan maintained by TOM BROWN.  Additionally, to determine the number
         of active EMPLOYEES in any year, the following additional EMPLOYEES
         are also excluded; however, such EMPLOYEES shall still be considered
         in identifying the EMPLOYEES in the TOP PAID GROUP:

                 (1)      EMPLOYEES with less than 6 months of service;

                 (2)      EMPLOYEES who normally work less than 17  1/2 hours
                          per week;

                 (3)      EMPLOYEES who normally work less than 6 months during
                          a year; and

                 (4)      EMPLOYEES under age 21.

                 In addition, if 90% or more of the EMPLOYEES are covered in
         agreements the Secretary of Labor finds to be collective bargaining
         agreements between EMPLOYEE representatives and TOM BROWN, and THIS
         PLAN covers only EMPLOYEES who are not covered under such agreements,
         EMPLOYEES covered by such agreements shall be excluded from both the
         total number of active EMPLOYEES and from the identification of
         particular EMPLOYEES in the TOP PAID GROUP.

                 The exclusions in this subsection are applied on a uniform and
         consistent basis.

         (k)     "AGGREGATION GROUP" is either a REQUIRED AGGREGATION GROUP or
         a PERMISSIVE AGGREGATION GROUP as follows:

                 (1)      "REQUIRED AGGREGATION GROUP":  In determining a
                          REQUIRED AGGREGATION GROUP for THIS PLAN, each plan
                          of TOM BROWN in which a KEY EMPLOYEE is a PARTICIPANT
                          in the PLAN YEAR containing the determination date or
                          any





                                       39
<PAGE>   43
                          of the 4 preceding PLAN YEARS, and each other plan of
                          TOM BROWN which enables any plan in which a KEY
                          EMPLOYEE participates to meet the requirements of
                          CODE SECTIONS 401 (a)(4) or 410, are required to be
                          aggregated.  Such group is a REQUIRED AGGREGATION
                          GROUP.

                                  For a REQUIRED AGGREGATION GROUP, each plan
                          in the group is considered a TOP HEAVY PLAN if the
                          REQUIRED AGGREGATION GROUP is a TOP HEAVY GROUP.  No
                          plan in the REQUIRED AGGREGATION GROUP is considered
                          a TOP HEAVY PLAN if the REQUIRED AGGREGATION GROUP is
                          not a TOP HEAVY GROUP.

                 (2)      "PERMISSIVE AGGREGATION GROUP": TOM BROWN may also
                          include any other plan not required to be included in
                          the REQUIRED AGGREGATION GROUP, if the resulting
                          group, taken as a whole, continues to satisfy the
                          provisions of CODE SECTIONS 401(a)(4) and 410.  Such
                          group is a PERMISSIVE AGGREGATION GROUP.

                                  For a PERMISSIVE AGGREGATION GROUP, only a
                          plan that is part of the REQUIRED AGGREGATION GROUP
                          is considered a TOP HEAVY PLAN if the PERMISSIVE
                          AGGREGATION GROUP is a TOP HEAVY GROUP.  No plan in
                          the PERMISSIVE AGGREGATION GROUP is considered a TOP
                          HEAVY PLAN if the PERMISSIVE AGGREGATION GROUP is not
                          a TOP HEAVY GROUP.

                 (3)      Only those plans of TOM BROWN in which the
                          determination dates are within the same calendar year
                          are aggregated to determine whether such plans are
                          TOP HEAVY PLANS.

                 (4)      An AGGREGATION GROUP includes any terminated plan of
                          TOM BROWN if it was maintained within the last 5
                          years ending on the determination date.

2.28     OTHER CONTRIBUTIONS AND FORFEITURES

         (a)     "QUALIFIED VOLUNTARY EMPLOYEE CONTRIBUTION ACCOUNT" is the
         account established and maintained by the ADMINISTRATOR for each
         PARTICIPANT for his total interest in THIS PLAN from the PARTICIPANT'S
         tax deductible qualified voluntary EMPLOYEE contributions in
         subsection 2.19, if any.

         (b)     "VOLUNTARY CONTRIBUTION ACCOUNT" is the account established
         and maintained by the ADMINISTRATOR for each PARTICIPANT for his total
         interest from the PARTICIPANT'S nondeductible voluntary contributions
         in subsection 2.19.

         (c)     "FORFEITURE" is the portion of a PARTICIPANT'S ACCOUNT that is
         not vested, and occurs on the earlier of:





                                       40
<PAGE>   44
                 (1)      the distribution of the entire vested portion of a
                          TERMINATED PARTICIPANT'S ACCOUNT, or

                 (2)      the last day of the PLAN YEAR in which the
                          PARTICIPANT incurs 5 consecutive 1-YEAR BREAKS IN
                          SERVICE.

                 Furthermore, for subparagraph (1), above, a TERMINATED
         PARTICIPANT whose vested benefit is zero is deemed to have received a
         distribution of his vested benefit on his TERMINATION.  Restoration of
         FORFEITURES occurs by subsection 3.5(d).  In addition, the term
         FORFEITURE includes amounts deemed to be FORFEITURES by THIS PLAN.

2.29     MAXIMUM ANNUAL ADDITIONS

         (a)     For subsection 2.22, "EXCESS AMOUNT" for any PARTICIPANT for a
         LIMITATION YEAR  means the excess, if any, of (1) the ANNUAL ADDITIONS
         which would be credited to his ACCOUNT in THIS PLAN without regard to
         the limitations of CODE SECTION 415 over  (2)  the "MAXIMUM ANNUAL
         ADDITIONS" in subsection 2.21.

         (b)     For subsection 2.22, "SECTION 415 SUSPENSE ACCOUNT" is an
         unallocated account equal to the sum of EXCESS AMOUNTS for all
         PARTICIPANTS in THIS PLAN during the LIMITATION YEAR.  The SECTION 415
         SUSPENSE ACCOUNT does not share in any earnings or losses of the TRUST
         FUND.

         (c)     For SUBSECTION 2.23, "QUALIFIED PLAN" is any plan in CODE
         SECTION 401(a);  "AMOUNTS TRANSFERRED FROM OTHER QUALIFIED PLANS" are:
         (i) amounts transferred to THIS PLAN directly from another QUALIFIED
         PLAN; (ii) distributions from another QUALIFIED PLAN which are
         eligible rollover distributions and which are either transferred by
         the EMPLOYEE to THIS PLAN within 60 days following his receipt thereof
         or are transferred in a direct rollover; (iii) amounts transferred to
         THIS PLAN from a conduit individual retirement account if the conduit
         individual retirement account has no assets other than assets which
         (A) were previously distributed to the EMPLOYEE by another qualified
         plan as a lump-sum distribution (B) were eligible for tax-free
         rollover to a qualified plan and (C) were deposited in such conduit
         individual retirement account within 60 days of receipt thereof and
         other than earnings on such assets; and (iv) amounts distributed to
         the EMPLOYEE from a conduit individual retirement account meeting the
         requirements of clause (iii) above, and transferred by the EMPLOYEE to
         THIS PLAN within 60 days of his receipt thereof from such conduit
         individual retirement account.

2.30     ROLLOVERS

         (a)     An "ELIGIBLE ROLLOVER DISTRIBUTION" is any distribution of all
         or any portion of the balance to the credit of the DISTRIBUTEE, except
         an ELIGIBLE ROLLOVER DISTRIBUTION does not include: any distribution
         that is 1 of a series of substantially equal periodic payments (not





                                       41
<PAGE>   45
         less frequently than annually) made for the life (or life expectancy)
         of the DISTRIBUTEE or the joint lives (or joint life expectancies) of
         the DISTRIBUTEE and the DISTRIBUTEE's designated beneficiary, or for a
         specified period of 10 years or more; any distribution to the extent
         such distribution is required by CODE SECTION 401(a)(9); and the
         portion of any distribution that is not includible in gross income
         (determined without regard to the exclusion for net unrealized
         appreciation for employer securities).

         (b)     An "ELIGIBLE RETIREMENT PLAN" is an individual retirement
         account in CODE SECTION 408(a), an individual retirement annuity in
         CODE SECTION 408(b), an annuity plan in CODE SECTION 403(a), or a
         qualified trust in CODE SECTION 401(a), that accepts the DISTRIBUTEE'S
         ELIGIBLE ROLLOVER DISTRIBUTION.  For an ELIGIBLE ROLLOVER DISTRIBUTION
         to the surviving spouse, an ELIGIBLE RETIREMENT PLAN is an individual
         retirement account or individual retirement annuity.

         (c)     A "DISTRIBUTEE" is a PARTICIPANT or FORMER PARTICIPANT.  In
         addition, the PARTICIPANT'S or FORMER PARTICIPANT'S surviving spouse
         and the PARTICIPANT'S or FORMER PARTICIPANT'S spouse or former spouse
         who is the alternative payee in a QUALIFIED DOMESTIC RELATIONS ORDER,
         in CODE SECTION 414(p), are DISTRIBUTEES of the interest of the spouse
         or former spouse.

         (d)     A "DIRECT ROLLOVER" is a payment by THIS PLAN to the ELIGIBLE
         RETIREMENT PLAN specified by the DISTRIBUTEE.


                                   SECTION 3
                                    BENEFITS

3.1      TOM BROWN STOCK

         Each QUALIFIED PARTICIPANT may elect within 90 days after the close of
each PLAN YEAR during the QUALIFIED ELECTION PERIOD to direct the TRUSTEE in
writing as to the distribution in cash and/or TOM BROWN STOCK of 25% of the
total number of shares of TOM BROWN STOCK acquired by or contributed to THIS
PLAN that have ever been allocated to such QUALIFIED PARTICIPANT'S ACCOUNTS
(reduced by the number of shares of TOM BROWN STOCK previously distributed in
cash and/or TOM BROWN STOCK pursuant to a prior election).  For the election
year in which the PARTICIPANT can make his last election, the preceding
sentence shall be applied by substituting "50%" for "25%."  If the QUALIFIED
PARTICIPANT elects to direct the TRUSTEE for the distribution of TOM BROWN
STOCK in his ACCOUNT, such direction is effective no later than 180 days after
the close of the PLAN YEAR to which such direction applies.  Any such
distribution of TOM BROWN STOCK is subject to subsection 3.3.

         Notwithstanding the above, if the fair market value (determined by 
subsection 4.7(b) at a





                                       42
<PAGE>   46
VALUATION DATE immediately preceding the 1st day on which a QUALIFIED
PARTICIPANT is eligible to make an election) of TOM BROWN STOCK acquired by or
contributed to THIS PLAN and allocated to a QUALIFIED PARTICIPANT'S ACCOUNTS is
$500 or less, such TOM BROWN STOCK shall not be subject to this subsection.  To
determine whether the fair market value exceeds $500, TOM BROWN STOCK held in
accounts of all employee stock ownership plans (in CODE SECTION 4975(e)(7)) and
tax credit employee stock ownership plans (in CODE SECTION 409(a)) maintained
by TOM BROWN shall be considered as held by THIS PLAN.

3.2      RIGHT OF FIRST REFUSAL

         (a)     If any PARTICIPANT, his BENEFICIARY or any other person to
         whom shares of TOM BROWN STOCK are distributed from THIS PLAN (the
         SELLING PARTICIPANT) desires to sell some or all of such shares (the
         OFFERED SHARES) to a third party (the THIRD PARTY), the SELLING
         PARTICIPANT shall give written notice of such desire to TOM BROWN and
         the ADMINISTRATOR, which notice shall contain the number of shares
         offered for sale, the proposed terms of the sale and the names and
         addresses of both the SELLING PARTICIPANT and THIRD PARTY.  Both the
         TRUST FUND and TOM BROWN shall each have the right of first refusal
         for a period of 14 days from the date the SELLING PARTICIPANT gives
         such written notice to TOM BROWN and the ADMINISTRATOR (such 14 day
         period to run concurrently against the TRUST FUND and TOM BROWN) to
         acquire the OFFERED SHARES.  Between the TRUST FUND and TOM BROWN the
         TRUST FUND shall have priority to acquire the shares by to the right
         of first refusal.  The selling price and terms shall be the same as
         offered by the THIRD PARTY.

         (b)     If the TRUST FUND and TOM BROWN do not exercise their right of
         first refusal within such 14 day period, the SELLING PARTICIPANT has
         the right, at any time after the expiration of such 14 day period, to
         dispose of the OFFERED SHARES to the THIRD PARTY; however, (i) no
         disposition shall be made to the THIRD PARTY on terms more favorable
         to the THIRD PARTY than those in the written notice delivered by the
         SELLING PARTICIPANT above, and (ii) if such disposition shall not be
         made to the THIRD PARTY on the terms offered to TOM BROWN and the
         TRUST FUND, the OFFERED SHARES shall again be subject to the right of
         first refusal in (a), above.

         (c)     The closing of the exercise of the right of first refusal in
         (a), above, shall take place at such place agreed to between the
         ADMINISTRATOR and the SELLING PARTICIPANT, but not later than 10 days
         after TOM BROWN or the TRUST FUND shall have notified the SELLING
         PARTICIPANT of the exercise of the right of first refusal.  At such
         closing, the SELLING PARTICIPANT shall deliver certificates of the
         OFFERED SHARES duly endorsed in blank for transfer, or with stock
         powers attached duly executed in blank with all required transfer tax
         stamps attached or provided for, and TOM BROWN or the TRUST FUND shall
         deliver the purchase price, or an appropriate portion thereof, to the
         SELLING PARTICIPANT.

3.3      PUT OPTION

         (a)      If TOM BROWN STOCK is distributed to a PARTICIPANT
         and such TOM BROWN STOCK is not readily tradeable on an established 
         securities market, such PARTICIPANT has a right to



                                       43
<PAGE>   47
         require TOM BROWN to repurchase the TOM BROWN STOCK distributed to
         such PARTICIPANT under a fair valuation formula.  Such stock shall be
         subject to (b), below.

         (b)     The put option must be exercisable only by a PARTICIPANT, by
         the PARTICIPANT'S donees, or by a person (including an estate or its
         DISTRIBUTEE) to whom the TOM BROWN STOCK passes on a PARTICIPANT'S
         death. (Under this paragraph PARTICIPANT or FORMER PARTICIPANT means a
         PARTICIPANT or FORMER PARTICIPANT and the BENEFICIARIES of the
         PARTICIPANT or FORMER PARTICIPANT of THIS PLAN.)  The put option must
         permit a PARTICIPANT to put the TOM BROWN STOCK to TOM BROWN.  Under
         no circumstances may the put option bind THIS PLAN.  However, the put
         option shall grant THIS PLAN an option to assume the rights and
         obligations of TOM BROWN at the time the put option is exercised.  If
         it is known at the time a loan is made that Federal or State law will
         be violated by TOM BROWN'S honoring such put option, the put option
         must permit the TOM BROWN STOCK to be put, in a manner consistent with
         such law, to a third party (e.g., an affiliate of TOM BROWN or a
         shareholder other than THIS PLAN) that has substantial net worth at
         the time the loan is made and whose net worth is reasonably expected
         to remain substantial.

                 The period to exercise a put option begins as of the day
         following the date the TOM BROWN STOCK is distributed to the FORMER
         PARTICIPANT and ends 60 days thereafter, and, if not exercised within
         such 60-day period, an additional 60-day option begins on the first
         day of the 5th month of the PLAN YEAR after the stock was distributed
         to the FORMER PARTICIPANT (or such other 60-day period as provided in
         REGULATIONS).  However, for TOM BROWN STOCK publicly traded without
         restrictions when distributed but ceases to be so traded within either
         of the 60-day periods described after distribution, TOM BROWN must
         notify each holder of such TOM BROWN STOCK in writing on or before the
         10th day after the date the TOM BROWN STOCK ceases to be so traded
         that for the remainder of the applicable 60-day period the TOM BROWN
         STOCK is subject to the put option.  The number of days between the
         10th day and the date notice is actually given, if later than the 10th
         day, must be added to the duration of the put option.  The notice must
         inform distributees of the term of the put options that they are to
         hold.  The terms must satisfy the requirements of this paragraph.

                 The holder may exercise the put option by notifying TOM BROWN
         in writing that the put option is being exercised; the notice shall
         state the name and address of the holder and the number of shares to
         be sold.  The period for exercising a put option does not include any
         time when exercise of the put option is prohibited by applicable
         Federal or State law.  The price at which a put option must be
         exercisable is the value of the TOM BROWN STOCK determined by
         subsection 4.8(b).  Payment of the put option for a TOTAL DISTRIBUTION
         shall be paid in substantially equal monthly, quarterly, semiannual or
         annual installments over a period certain beginning not later than 30
         days after the exercise of the put option and not extending beyond 45
         years.  The deferral of payment is reasonable if adequate security and
         a reasonable interest rate on the unpaid amounts are provided.  The
         amount to be paid for the put option of installment distributions must
         be paid not





                                       44
<PAGE>   48
         later than 30 days after the exercise of the put option.  Payment for
         a put option must not be restricted by the provisions of a loan or any
         other arrangement, including the terms of TOM BROWN'S articles of
         incorporation, unless required by applicable state law.

         (c)     An arrangement when THIS PLAN creates a put option must not
         provide for the issuance of put options other than those in this
         subsection.  THIS PLAN (and the TRUST FUND) must not be obligated to
         acquire TOM BROWN STOCK from a particular holder at an indefinite time
         determined upon the happening of an event such as the death of the
         holder.

3.4      DISTRIBUTIONS OF TOM BROWN STOCK

         (a)     Distribution of a PARTICIPANT'S benefit may be made in cash or
         TOM BROWN STOCK or both; however, if a PARTICIPANT or BENEFICIARY
         demands, such benefit shall be distributed only in TOM BROWN STOCK.
         Prior to making a distribution of benefits, the ADMINISTRATOR shall
         advise the PARTICIPANT or his BENEFICIARY, in writing, of the right to
         demand that benefits be distributed solely in TOM BROWN STOCK.

         (b)     If a PARTICIPANT or BENEFICIARY demands that benefits be
         distributed solely in TOM BROWN STOCK, distribution of the
         PARTICIPANT'S benefit will be made entirely in whole shares or other
         units of TOM BROWN STOCK.  Any balance in a PARTICIPANT'S ACCOUNT will
         be applied to acquire for distribution the maximum number of whole
         shares or other units of TOM BROWN STOCK at its then fair market
         value.  Any fractional unit value unexpended will be distributed in
         cash.  If TOM BROWN STOCK is not available for purchase by the
         TRUSTEE, the TRUSTEE shall hold such balance until TOM BROWN STOCK is
         acquired and then make such distribution, subject to subsection
         3.3(e).

         (c)     The TRUSTEE makes distribution from the TRUST only on
         instructions from the ADMINISTRATOR.

         (d)     Notwithstanding the above, if TOM BROWN'S articles of
         incorporation or by-laws restrict ownership of substantially all
         shares of TOM BROWN STOCK to Employees and the TRUST FUND, by CODE
         SECTION 409(h)(2), the ADMINISTRATOR shall distribute a PARTICIPANT'S
         ACCOUNT entirely in cash without the PARTICIPANT'S having the right to
         demand distribution in shares of TOM BROWN STOCK.

         (e)     Except as otherwise provided, TOM BROWN STOCK distributed by
         the TRUSTEE may be restricted as to sale or transfer by TOM BROWN'S
         by-laws or articles of incorporation, if restrictions are applicable
         to all TOM BROWN STOCK of the same class.  If a PARTICIPANT is
         required to offer the sale of his TOM BROWN STOCK to TOM BROWN before
         offering to sell his TOM BROWN STOCK to a third party, TOM BROWN shall
         pay the price offered to the distributes by another potential buyer
         making a bona fide offer, and the TRUSTEE shall pay at least the fair
         market value of the TOM BROWN STOCK.





                                       45
<PAGE>   49
3.5      DISTRIBUTION EVENTS

         Benefits by THIS PLAN shall be paid, subject to subsection 3.5 only
upon normal or early retirement, death, DISABILITY, TERMINATION, or upon plan
termination.

         (a)     RETIREMENT

                 Every PARTICIPANT may retire on his NORMAL RETIREMENT DATE.
         However, a PARTICIPANT may postpone his retirement to a later date,
         and the participation of such PARTICIPANT in THIS PLAN, including the
         right to receive allocations by subsection 2.18, continues until his
         LATE RETIREMENT DATE.  On a PARTICIPANT'S RETIREMENT DATE or
         attainment of his NORMAL RETIREMENT DATE without his TERMINATION, or
         as soon thereafter as is practicable, the TRUSTEE shall distribute all
         amounts credited to such PARTICIPANT'S ACCOUNT by subsection 3.7.

         (b)     DEATH

                 (i)      When a PARTICIPANT (or FORMER PARTICIPANT) dies, all
                          amounts credited to his PARTICIPANT'S ACCOUNT are
                          fully vested.  The ADMINISTRATOR shall direct the
                          TRUSTEE, by subsection 3.7, to distribute the value
                          of the deceased PARTICIPANT'S (or FORMER
                          PARTICIPANT'S) ACCOUNTS to the PARTICIPANT'S (or
                          FORMER PARTICIPANT'S)  BENEFICIARY.

                 (ii)     Any security interest held by THIS PLAN in an
                          outstanding loan to the PARTICIPANT or FORMER
                          PARTICIPANT shall be taken into account in
                          determining the amount payable on his death.

                 (iii)    The ADMINISTRATOR may require proof of death and such
                          evidence of the right of any person to receive
                          payment of the value of the ACCOUNT of a DECEASED
                          PARTICIPANT or FORMER PARTICIPANT as the
                          ADMINISTRATOR may deem desirable.  The
                          ADMINISTRATOR'S determination of death and of the
                          right of any person to receive payment is conclusive.

         (c)     DISABILITY

                 On his DISABILITY, all amounts credited to a PARTICIPANT'S
         ACCOUNT are fully vested.  On a PARTICIPANT'S DISABILITY, the TRUSTEE,
         by the provisions of subsection 3.7, shall distribute to such
         PARTICIPANT all amounts credited to such PARTICIPANT'S ACCOUNT as
         though he had retired.  If such PARTICIPANT elects, distribution shall
         begin not later than 1 year after the close of the PLAN YEAR in which
         his DISABILITY occurs.





                                       46
<PAGE>   50
         (d)     TERMINATION

                 (i)      On or before the end of the PLAN YEAR coinciding with
                          or subsequent to a PARTICIPANT'S TERMINATION other
                          than for death, DISABILITY or retirement, the
                          ADMINISTRATOR may direct the TRUSTEE to segregate the
                          vested portion of such TERMINATED PARTICIPANT'S
                          ACCOUNT and invest such amount in a separate,
                          federally insured savings account, certificate of
                          deposit, common or collective trust fund of a bank or
                          a deferred annuity.  If the vested portion of a
                          TERMINATED PARTICIPANT'S ACCOUNT is not segregated,
                          such amount shall remain in a separate account for
                          the TERMINATED PARTICIPANT and share in allocations
                          in subsection 2.18 until such time as a distribution
                          is made to the TERMINATED PARTICIPANT.

                                  If a portion of a PARTICIPANT'S ACCOUNT is
                          forfeited, TOM BROWN STOCK allocated to the
                          PARTICIPANT'S ACCOUNT is forfeited only after the
                          PARTICIPANT'S ACCOUNT other than of TOM BROWN STOCK
                          has been depleted.  If interest in more than 1 class
                          of TOM BROWN STOCK has been allocated to a
                          PARTICIPANT'S ACCOUNT, the PARTICIPANT must be
                          treated as forfeiting the same proportion of each
                          such class.

                                  If the vested portion of the TERMINATED
                          PARTICIPANT'S ACCOUNT equals or exceeds the fair
                          market value of any CONTRACTS, the TRUSTEE, when so
                          directed by the ADMINISTRATOR and agreed to by the
                          TERMINATED PARTICIPANT, shall transfer to such
                          TERMINATED PARTICIPANT all CONTRACTS on his life in
                          such form or with such endorsements so that the
                          settlement options and forms of payment are
                          consistent with subsection 3.6.  If the TERMINATED
                          PARTICIPANT'S vested portion of his ACCOUNT does not
                          at least equal the fair market value of the
                          CONTRACTS, if any, the TERMINATED PARTICIPANT may pay
                          over to the TRUSTEE the sum needed to make the
                          distribution equal to the value of the CONTRACTS
                          being assigned or transferred, or the TRUSTEE, by the
                          PARTICIPANT'S election, may borrow the cash value of
                          the CONTRACTS from the insurer so that the value of
                          the CONTRACTS is equal to the vested portion of the
                          TERMINATED PARTICIPANT'S ACCOUNT and then assign the
                          CONTRACTS to the TERMINATED PARTICIPANT.

                                  Distribution of the funds due to a TERMINATED
                          PARTICIPANT shall be made when an event which would
                          result in the distribution had the TERMINATED
                          PARTICIPANT continued his SERVICE (on the
                          PARTICIPANT'S death, DISABILITY or NORMAL RETIREMENT)
                          occurs.  However, at the election of the PARTICIPANT,
                          the ADMINISTRATOR shall direct the TRUSTEE to
                          distribute the entire vested portion of the
                          TERMINATED PARTICIPANT'S ACCOUNT  to the TERMINATED
                          PARTICIPANT on or after the VALUATION DATE coinciding
                          with or next following his TERMINATION.  Any
                          distribution under this paragraph





                                       47
<PAGE>   51
                          shall be made in a manner consistent with and
                          satisfying the provisions of subsection 3.6,
                          including, but not limited to, all notice and consent
                          requirements of CODE SECTION 411(a)(11) and its
                          REGULATIONS.

                                  If the value of a TERMINATED PARTICIPANT'S
                          vested benefit from EMPLOYER and EMPLOYEE
                          CONTRIBUTIONS does not exceed $3,500 and has never
                          exceeded $3,500 at the time of any prior
                          distribution, the ADMINISTRATOR may direct the
                          TRUSTEE to cause the entire vested benefit to be paid
                          to such PARTICIPANT in a single lump sum.

                                  For this subsection, if the value of a
                          TERMINATED PARTICIPANT'S vested benefit is 0, the
                          TERMINATED PARTICIPANT shall be deemed to have
                          received a distribution of such vested benefit.

                 (ii)     The vested portion of any PARTICIPANT'S ACCOUNT shall
                          be a percentage of the total amount credited to his
                          PARTICIPANT'S ACCOUNT on the basis of the
                          PARTICIPANT'S number of YEARS OF SERVICE according to
                          the following schedule:

                                Vesting Schedule

<TABLE>
<CAPTION>                                        
                           Years of Service                   Percentage   
                                    <S>                           <C>      
                                    1                              10%     
                                    2                              25%     
                                    3                              40%     
                                    4                              55%     
                                    5                              70%     
                                    6                              85%     
                                    7                             100%     
</TABLE>

                 (iii)    Notwithstanding the vesting schedule above, for any
                          TOP HEAVY PLAN YEAR, the vested portion of the
                          PARTICIPANT'S ACCOUNT of any PARTICIPANT who has an
                          HOUR OF SERVICE after THIS PLAN becomes a TOP HEAVY
                          PLAN shall be a percentage of the total amount
                          credited to his PARTICIPANT'S ACCOUNT on the basis of
                          the PARTICIPANT'S number of YEARS OF SERVICE
                          according to the following schedule:





                                       48
<PAGE>   52
                                   Top Heavy
                                Vesting Schedule

<TABLE>
<CAPTION>
                         Years of Service                    Percentage
  
                        <S>                                       <C>    
                        Less than 2                                 0%   
                                  2                                20%   
                                  3                                40%   
                                  4                                60%   
                                  5                                80%   
                                  6                               100%   
</TABLE>

                                  If in any subsequent PLAN YEAR, THIS PLAN is
                          no longer a TOP HEAVY PLAN, the ADMINISTRATOR shall
                          revert to the vesting schedule in effect before THIS
                          PLAN became a TOP HEAVY PLAN.  Any such reversion
                          shall be treated as an amendment of THIS PLAN.

                 (iv)     Notwithstanding the vesting schedules above, the
                          vested percentage of a PARTICIPANT'S ACCOUNT shall
                          not be less than the vested percentage attained as of
                          the later of the effective date or adoption date of
                          this amendment and restatement.

                 (v)      Notwithstanding the vesting schedules above, on the
                          complete discontinuance of TOM BROWN'S contributions
                          to THIS PLAN or upon any full or partial termination
                          of THIS PLAN, all amounts credited to the account of
                          any affected PARTICIPANT are 100% vested and are not
                          thereafter subject to FORFEITURE.

                 (vi)     The computation of a PARTICIPANT'S nonforfeitable
                          percentage of his interest in THIS PLAN shall not be
                          reduced as the result of any direct or indirect
                          amendment to THIS PLAN.  For this purpose, THIS PLAN
                          shall be treated as having been amended if THIS PLAN
                          provides for an automatic change in vesting for a
                          change in top heavy status.  If THIS PLAN is amended
                          to change or modify any vesting schedule, a
                          PARTICIPANT with at least 3 YEARS OF SERVICE as of
                          the expiration date of the election period may elect
                          to have his nonforfeitable percentage computed by
                          THIS PLAN without such amendment.  If a PARTICIPANT
                          fails to make such election, such PARTICIPANT shall
                          be subject to the new vesting schedule.  The
                          PARTICIPANT'S election period shall begin on the
                          adoption date of the amendment and shall end 60 days
                          after the latest of:

                          (A)     the adoption date of the amendment,





                                       49
<PAGE>   53
                          (B)     the effective date of the amendment, or

                          (C)     the date the PARTICIPANT receives written
                                  notice of the amendment from TOM BROWN or
                                  ADMINISTRATOR.

                 (vii)    (A)     If any FORMER PARTICIPANT is reemployed by
                                  TOM BROWN before he has a 1-YEAR BREAK IN
                                  SERVICE, he shall continue to participate in
                                  THIS PLAN in the same manner as if his
                                  TERMINATION had not occurred.

                          (B)     If any FORMER PARTICIPANT is reemployed by
                                  TOM BROWN before 5 consecutive 1-YEAR BREAKS
                                  IN SERVICE, and such FORMER PARTICIPANT had
                                  received, or was deemed to have received, a
                                  distribution of his entire vested interest
                                  prior to his reemployment, his forfeited
                                  account shall be reinstated only if he repays
                                  the full amount distributed to him before the
                                  earlier of 5 years after the first date on
                                  which the PARTICIPANT is subsequently
                                  reemployed by TOM BROWN or the close of the
                                  1st period of 5 consecutive 1-YEAR BREAKS IN
                                  SERVICE beginning after the distribution, or
                                  for a deemed distribution, upon the
                                  reemployment of such FORMER PARTICIPANT.
                                  If the FORMER PARTICIPANT does repay the full
                                  amount distributed to him, or on a deemed
                                  distribution, the undistributed portion of
                                  the PARTICIPANT'S ACCOUNT must be restored in
                                  full, unadjusted by any gains or losses
                                  occurring after the VALUATION DATE coinciding
                                  with or preceding his TERMINATION.  The
                                  source for such reinstatement shall first be
                                  any FORFEITURES occurring during the year.
                                  If such source is insufficient, TOM BROWN
                                  shall contribute an amount sufficient to
                                  restore any such forfeited ACCOUNTS; however,
                                  if a discretionary contribution is made for
                                  such year, such contribution shall first be
                                  applied to restore any such ACCOUNTS and the
                                  remainder shall be allocated by subsection
                                  2.18.

                          (C)     If any FORMER PARTICIPANT is reemployed after
                                  he has a 1-YEAR BREAK IN SERVICE, his YEARS
                                  OF SERVICE shall include YEARS OF SERVICE
                                  prior to his 1-YEAR BREAK IN SERVICE, subject
                                  to the following rules:

                                  (1)      If a FORMER PARTICIPANT has a 1-YEAR
                                           BREAK IN SERVICE, his pre-break and
                                           post- break service are used for
                                           computing YEARS OF SERVICE for
                                           vesting only after he has a 1-YEAR
                                           OF SERVICE following the date of his
                                           reemployment with TOM BROWN;





                                       50
<PAGE>   54
                                  (2)      Any FORMER PARTICIPANT who does not
                                           have a nonforfeitable right to any
                                           interest in THIS PLAN from EMPLOYER
                                           CONTRIBUTIONS loses credits
                                           otherwise allowable under (1) above
                                           if his consecutive 1-YEAR BREAKS IN
                                           SERVICE equal or exceed the greater
                                           of (A) 5 or (B) the aggregate number
                                           of his pre-break YEARS OF SERVICE;

                                  (3)      After 5 consecutive 1-YEAR BREAKS IN
                                           SERVICE, a FORMER PARTICIPANT'S
                                           vested ACCOUNT balance attributable
                                           to pre-break service shall increase
                                           from post-break service;

                                  (4)      If a FORMER PARTICIPANT who has not
                                           had his YEARS OF SERVICE before a
                                           1-YEAR BREAK IN SERVICE disregarded
                                           by (2) above completes a YEAR OF
                                           SERVICE (a 1-YEAR BREAK IN SERVICE
                                           previously occurred, but employment
                                           had not terminated), he shall
                                           participate in THIS PLAN
                                           retroactively from the first day of
                                           the PLAN YEAR during which he
                                           completes a YEAR OF SERVICE.

                          (D)     If a PARTICIPANT becomes ineligible to
                                  participate in THIS PLAN, such FORMER
                                  PARTICIPANT  continues to vest in his
                                  interest in THIS PLAN for each YEAR OF
                                  SERVICE completed while ineligible, until his
                                  PARTICIPANT'S ACCOUNT is forfeited or
                                  distributed.  Additionally, his interest in
                                  THIS PLAN continues to share in the earnings
                                  of the TRUST FUND.

                 (viii)   In determining YEARS OF SERVICE for vesting in THIS
                          PLAN, YEARS OF SERVICE prior to an EMPLOYEE'S 18th
                          birthday are excluded.

                                  If the PARTICIPANT elects, the distribution
                          of the PARTICIPANT'S ACCOUNT BALANCES will begin not
                          later than 1 year after the close of the PLAN YEAR:

                          (A)     of the PARTICIPANT'S NORMAL RETIREMENT AGE,
                                  DISABILITY, or death, or

                          (B)     which is the 5th year following the PLAN YEAR
                                  of the PARTICIPANT'S TERMINATION unless the
                                  PARTICIPANT is reemployed by TOM BROWN before
                                  distribution is required to begin under this
                                  subsection.

                                  Unless the PARTICIPANT elects otherwise, the
                          distribution of the PARTICIPANT'S ACCOUNT BALANCE
                          will be in substantially equal periodic payments, not
                          less frequently than annually, over a period not
                          longer than the greater of:





                                       51
<PAGE>   55
                          (C)     5 years, or

                          (D)     if a PARTICIPANT'S ACCOUNT BALANCE exceeds
                                  $500,000, 5 years plus 1 additional year, not
                                  to exceed 5 additional years, for each
                                  $100,000 or fraction thereof by which such
                                  balance exceeds $500,000.

         (e)     HARDSHIP

                 (i)      Amounts held in the PARTICIPANT'S ELECTIVE DEFERRAL
                          ACCOUNT and QUALIFIED NON-ELECTIVE DEFERRAL ACCOUNT
                          may be distributable as permitted in THIS PLAN, but
                          not prior to the earlier of:

                          (A)     a PARTICIPANT'S TERMINATION, DISABILITY, or
                                  death;

                          (B)     a PARTICIPANT'S attainment of age 59 1/2;

                          (C)     the proven financial hardship of a
                                  PARTICIPANT, subject to subsection 3.5(e)(ii);

                          (D)     the termination of THIS PLAN without the
                                  existence at the time of such termination of
                                  another defined contribution plan (other than
                                  an employee stock ownership plan in CODE
                                  SECTION 4975(e)(7)) or the establishment of a
                                  successor defined contribution plan (other
                                  than an employee stock ownership plan in CODE
                                  SECTION 4975(e)(7)) by TOM BROWN within the
                                  period ending 12 months after distribution of
                                  all assets from THIS PLAN;

                          (E)     the date of the sale by TOM BROWN to an
                                  entity that is not an AFFILIATED EMPLOYER of
                                  substantially all of its assets (in CODE
                                  SECTION 409(d)(2)) for a PARTICIPANT who
                                  continues employment with the corporation
                                  acquiring such assets; or

                          (F)     the date of the sale by TOM BROWN or an
                                  AFFILIATED EMPLOYER of its interest in a
                                  subsidiary (in CODE SECTION 409(d)(3)) to an
                                  entity that is not an AFFILIATED EMPLOYER for
                                  a PARTICIPANT who continues employment with
                                  such subsidiary.

                 (ii)     The ADMINISTRATOR, at the election of the
                          PARTICIPANT, shall direct the TRUSTEE to distribute
                          to any PARTICIPANT in any 1 PLAN YEAR up to the
                          lesser of (1) his Elective Deferral Account and
                          earnings attributable thereto up to





                                       52
<PAGE>   56
                          December 31, 1988 valued as of the last VALUATION
                          DATE, or (2) the amount necessary to satisfy the
                          immediate and heavy financial need of the
                          PARTICIPANT.  Any distribution in this subsection
                          shall be deemed to be made as of the 1st day of the
                          PLAN YEAR or, if later, the VALUATION DATE
                          immediately preceding the date of distribution, and
                          the account from which the distribution is made shall
                          be reduced accordingly.  Withdrawal by this
                          subsection shall be authorized only if the
                          distribution is on account of 1 of the following or
                          any other items permitted by the Internal Revenue
                          Service:

                          (A)     Medical expenses in CODE SECTION 213(d)
                                  incurred by the PARTICIPANT, his spouse, or
                                  any of his dependents (in CODE SECTION 152)
                                  or expenses necessary for these persons to
                                  obtain medical care;

                          (B)     The purchase (excluding mortgage payments) of
                                  a principal residence for the PARTICIPANT;

                          (C)     Funeral expenses for a member of the
                                  PARTICIPANT'S family;

                          (D)     Payment of tuition and related educational
                                  fees for the next 12 months of post-
                                  secondary education for the PARTICIPANT, his
                                  spouse, children, or dependents; or

                          (E)     The need to prevent the eviction of the
                                  PARTICIPANT from his principal residence or
                                  foreclosure on the mortgage of the
                                  PARTICIPANT'S principal residence.

                 (iii)    No such distribution shall be made from the
                          PARTICIPANT'S ACCOUNT until such ACCOUNT has become
                          fully vested.

                 (iv)     No distribution shall be made by this subsection
                          unless the ADMINISTRATOR, based upon the
                          PARTICIPANT'S representation and such other facts as
                          are known to the ADMINISTRATOR, determines that all
                          of the following conditions are satisfied:

                          (A)     The distribution is not in excess of the
                                  amount of the immediate and heavy financial
                                  need of the PARTICIPANT (including any
                                  amounts necessary to pay any federal, state,
                                  or local taxes or penalties reasonably
                                  anticipated to result from the distribution);

                          (B)     The PARTICIPANT has obtained all
                                  distributions, other than hardship
                                  distributions, and all nontaxable loans
                                  currently available under all plans
                                  maintained by TOM BROWN;





                                       53
<PAGE>   57
                          (C)     THIS PLAN, and all other plans maintained by
                                  TOM BROWN, provide that the PARTICIPANT'S
                                  ELECTIVE DEFERRALS and VOLUNTARY EMPLOYEE
                                  CONTRIBUTIONS will be suspended for at least
                                  12 months after receipt of the hardship
                                  distribution; and

                          (D)     THIS PLAN, and all other plans maintained by
                                  TOM BROWN, provide that the PARTICIPANT may
                                  not make ELECTIVE DEFERRALS for the
                                  PARTICIPANT'S taxable year immediately
                                  following the taxable year of the hardship
                                  distribution in excess of the applicable
                                  limit under CODE SECTION 402(g) for such next
                                  taxable year less the amount of such
                                  PARTICIPANT'S ELECTIVE DEFERRALS for the
                                  taxable year of the hardship distribution.

                 (v)      Notwithstanding the above, distributions from the
                          PARTICIPANT'S ELECTIVE DEFERRAL ACCOUNT and QUALIFIED
                          NON-ELECTIVE ACCOUNT in this subsection are limited
                          solely to the PARTICIPANT'S ELECTIVE DEFERRALS and
                          any income attributable thereto credited to the
                          PARTICIPANT'S ELECTIVE DEFERRAL ACCOUNT as of
                          December 31, 1988.

                 (vi)     Any distribution made by this subsection shall be
                          made in a manner which is consistent with and
                          satisfies subsection 3.5(d), including, but not
                          limited to, all notice and consent requirements, if
                          any, of CODE SECTIONS 411(a)(11) and 417 and their
                          REGULATIONS.

3.6      DIRECT ROLLOVER

         Notwithstanding anything that would otherwise limit a DISTRIBUTEE'S
election in this subsection, a DISTRIBUTEE may elect, at the time and in the
manner prescribed by the ADMINISTRATOR, for any portion of an ELIGIBLE ROLLOVER
DISTRIBUTION paid directly to an ELIGIBLE RETIREMENT PLAN specified by the
DISTRIBUTEE in a DIRECT ROLLOVER.

3.7      SEGREGATION OR DISTRIBUTION

         Except for this subsection, whenever the TRUSTEE is to make a
distribution or to begin a series of payments on or as of a VALUATION DATE, the
distribution shall be made or begin on such date or as soon thereafter as is
practicable.  However, unless a FORMER PARTICIPANT elects in writing to defer
the receipt of benefits (such election may not result in a death benefit that
is more than incidental), and payment of benefits shall begin not later than
the 60th day after the close of  the PLAN YEAR in which the latest of the
following occurs: (a) the date the PARTICIPANT attains his NORMAL RETIREMENT
AGE; (b) the 10th anniversary of the year in which the PARTICIPANT began
participation in THIS PLAN; or (c) the date the PARTICIPANT terminates his
SERVICE with TOM BROWN.





                                       54
<PAGE>   58

         (a)     MINORS

                 If a distribution is to be made to a minor, the ADMINISTRATOR
         may direct such distribution be paid to the minor's legal guardian,
         or, if none, to a parent of such BENEFICIARY or a responsible adult
         with whom the BENEFICIARY resides, or to the custodian for such
         BENEFICIARY under the Uniform Gift to Minors Act or Gift to Minors
         Act, if such is permitted by the laws of the state in which the
         BENEFICIARY resides.  Such a payment to the legal guardian, custodian
         or parent of a minor BENEFICIARY fully discharges the TRUSTEE, TOM
         BROWN, and PLAN from further liability.

         (b)     UNKNOWN LOCATIONS

                 If all, or any portion, of the distribution payable to a
         PARTICIPANT or his BENEFICIARY, at the later of the PARTICIPANT'S
         attainment of age 62 or his NORMAL RETIREMENT AGE, remains unpaid
         solely by the inability of the ADMINISTRATOR, after sending a
         registered letter, return receipt requested, to the last known
         address, and after further diligent effort, to ascertain the address
         of such PARTICIPANT or his BENEFICIARY, the amount so distributable
         shall be treated as a FORFEITURE by THIS PLAN.  If a PARTICIPANT or
         BENEFICIARY is located after his benefit being reallocated, such
         benefit shall be restored.

         (c)     LIMITATIONS ON BENEFITS AND DISTRIBUTIONS

                 All rights and benefits, including elections, for a
         PARTICIPANT in THIS PLAN are subject to the rights afforded to any
         ALTERNATE PAYEE under a QUALIFIED DOMESTIC RELATIONS ORDER.
         Furthermore, a distribution to an ALTERNATE PAYEE is permitted if such
         distribution is authorized by a QUALIFIED DOMESTIC RELATIONS ORDER,
         even if the affected PARTICIPANT has not reached the EARLIEST
         RETIREMENT AGE under THIS PLAN.  For this SUBSECTION, ALTERNATE PAYEE,
         QUALIFIED DOMESTIC RELATIONS ORDER and EARLIEST RETIREMENT AGE have
         the meanings in CODE SECTION 414(p).

DEFINITIONS FOR BENEFITS

THE FOLLOWING ARE DEFINITIONS FOR THIS SECTION AND THIS PLAN.

3.7      "VALUATION DATE" is March 31, June 30, September 30 and December 31 of
each PLAN YEAR.

3.8      "BENEFICIARY" is the person to whom the share of a deceased
PARTICIPANT'S total ACCOUNT is payable, subject to the restrictions of
SUBSECTIONS 3.5(b).

3.9      "CONTRACT" or "POLICY" is any life insurance policy, retirement income
or annuity policy, or annuity CONTRACT (group or individual) issued pursuant to
THIS PLAN.

3.10     "LATE RETIREMENT DATE" is the 1st day of the month coinciding with or
next following a PARTICIPANT'S actual RETIREMENT DATE after his NORMAL
RETIREMENT DATE.

3.11     "NORMAL RETIREMENT AGE" is a PARTICIPANT'S 65th birthday.  A
PARTICIPANT shall become fully vested in his PARTICIPANT'S ACCOUNTS on his
NORMAL RETIREMENT AGE.




                                       55
<PAGE>   59
3.12     "NORMAL RETIREMENT DATE" is the 1st day of the month coinciding with
or next following the PARTICIPANT'S NORMAL RETIREMENT AGE.

3.13     "RETIRED PARTICIPANT" is a person who has been a PARTICIPANT, but who
is entitled to retirement benefits from THIS PLAN.

3.14     "RETIREMENT DATE" is the date when a PARTICIPANT actually retires
whether such retirement occurs on a PARTICIPANT'S NORMAL RETIREMENT DATE or
LATE RETIREMENT DATE (see subsection 3.5(b).

3.15     "TERMINATED PARTICIPANT" is a person who has been a PARTICIPANT, but
whose HOURS OF SERVICE have terminated other than by death, DISABILITY or
retirement.

3.16     "DISABILITY" is a physical or mental condition of a PARTICIPANT
resulting from bodily injury, disease, or mental disorder which renders him
incapable of continuing any gainful occupation and which condition constitutes
total disability under the federal Social Security Acts.

3.17     "VESTED" is the nonforfeitable portion of any ACCOUNT maintained for a
PARTICIPANT.

3.18     For this subsection the following definitions shall apply:

                 (1)      "QUALIFIED PARTICIPANT" is any PARTICIPANT or FORMER
                          PARTICIPANT who has completed 10 YEARS OF SERVICE as
                          a PARTICIPANT and has attained age 55.

                 (2)      "QUALIFIED ELECTION PERIOD" is the PLAN YEAR in which
                          the PARTICIPANT first became a QUALIFIED PARTICIPANT.

3.19     For subsection 3.4, "TOTAL DISTRIBUTION" is payment of the entire
vested PARTICIPANT'S ACCOUNT to a PARTICIPANT or his BENEFICIARY within 1
taxable year.

3.20     For subsection 3.6, the following definitions apply:

                 (1)      An "ELIGIBLE ROLLOVER DISTRIBUTION" is any
                          distribution of all or any portion of the balance to
                          the credit of the DISTRIBUTEE, except an ELIGIBLE
                          ROLLOVER DISTRIBUTION does not include: any
                          distribution that is 1 of a series of substantially
                          equal periodic payments (not less frequently than
                          annually) made for the life (or life expectancy) of
                          the DISTRIBUTEE or the joint lives (or joint life
                          expectancies) of the DISTRIBUTEE and the
                          DISTRIBUTEE's designated beneficiary, or for a
                          specified period of 10 years or more; any
                          distribution to the extent such distribution is
                          required by CODE SECTION 401(a)(9); and the portion
                          of any distribution that is not includible in gross
                          income (determined without regard to the exclusion
                          for net unrealized appreciation for employer
                          securities).





                                       56
<PAGE>   60
                 (2)      An "ELIGIBLE RETIREMENT PLAN" is an individual
                          retirement account in CODE SECTION 408(a), an
                          individual retirement annuity in CODE SECTION 408(b),
                          an annuity plan in CODE SECTION 403(a), or a
                          qualified trust in CODE SECTION 401(a), that accepts
                          the DISTRIBUTEE'S ELIGIBLE ROLLOVER DISTRIBUTION.
                          For an ELIGIBLE ROLLOVER DISTRIBUTION to the
                          surviving spouse, an ELIGIBLE RETIREMENT PLAN is an
                          individual retirement account or individual
                          retirement annuity.

                 (3)      A "DISTRIBUTEE" is a PARTICIPANT or FORMER
                          PARTICIPANT.  In addition, the PARTICIPANT'S or
                          FORMER PARTICIPANT'S surviving spouse and the
                          PARTICIPANT'S or FORMER PARTICIPANT'S spouse or
                          former spouse who is the alternative payee in a
                          QUALIFIED DOMESTIC RELATIONS ORDER, in CODE SECTION
                          414(p), are DISTRIBUTEES of the interest of the
                          spouse or former spouse.

                 (4)      A "DIRECT ROLLOVER" is a payment by THIS PLAN to the
                          ELIGIBLE RETIREMENT PLAN specified by the
                          DISTRIBUTEE.


                                   SECTION 4
                                     OTHER

4.1      TOM BROWN

         (a)     TOM BROWN is empowered to appoint and remove the TRUSTEE and
         the ADMINISTRATOR from time to time as it deems necessary for the
         proper administration of THIS PLAN to assure that THIS PLAN is being
         operated for the exclusive benefit of the PARTICIPANTS and their
         BENEFICIARIES with the terms of THIS PLAN, the CODE, and the ACT.

         (b)     TOM BROWN shall establish a FUNDING POLICY AND METHOD, i.e.,
         it shall determine whether THIS PLAN has a short run need for
         liquidity (e.g., to pay benefits) or whether liquidity is a long run
         goal and investment growth (and stability) is a more current need, or
         shall appoint a qualified person to do so. TOM BROWN or its delegate
         shall communicate such needs and goals to the TRUSTEE, who shall
         coordinate such Plan needs with its investment policy.  The
         communication of such a FUNDING POLICY AND METHOD shall not, however,
         constitute a directive to the TRUSTEE as to investment of the TRUST
         FUNDS.  Such FUNDING POLICY AND METHOD shall be consistent with the
         objectives of THIS PLAN and with the requirements of Title I of the
         ACT.

         (c)     TOM BROWN shall periodically review the performance of any
         FIDUCIARY or other person to whom duties have been delegated or
         allocated by THIS PLAN or by procedures established hereunder.  This
         requirement may be satisfied by formal periodic review by TOM BROWN or
         by a qualified person specifically designated by TOM BROWN,
         through day-to-day conduct and evaluation, or through other appropriate
         ways.





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<PAGE>   61
         (d)     TOM BROWN will furnish FIDUCIARIES and PARTICIPANTS with
         notices and information statements when voting rights must be
         exercised in subsection 4.4(d).

4.2      ACTION BY TOM BROWN

         Whenever TOM BROWN is permitted or required to do or perform any act
or matter or thing, it shall be done and performed by a person duly authorized
by its legally constituted authority.

4.3      ADMINISTRATOR

         (a)     TOM BROWN shall appoint 1 or more ADMINISTRATORS.  Any person,
         including, but not limited to, the EMPLOYEES, may serve as an
         ADMINISTRATOR.  Any person so appointed shall signify his acceptance
         by filing written acceptance with TOM BROWN.  An ADMINISTRATOR may
         resign by delivering his written resignation to TOM BROWN or be
         removed by TOM BROWN by delivery of written notice of removal, to take
         effect at a date specified therein, or upon delivery to the
         ADMINISTRATOR if no date is specified.

                 TOM BROWN, upon the resignation or removal of an
         ADMINISTRATOR, shall promptly designate in writing a successor to such
         position.  If TOM BROWN does not appoint an ADMINISTRATOR, TOM BROWN'S
         BOARD OF DIRECTORS shall be the ADMINISTRATOR.

         (b)     If more than 1 person is appointed as ADMINISTRATOR, the
         responsibilities of each ADMINISTRATOR may be specified by TOM BROWN
         and accepted in writing by each ADMINISTRATOR.  If no such delegation
         is made by TOM BROWN, the ADMINISTRATORS may allocate the
         responsibilities among themselves, and the ADMINISTRATORS shall notify
         TOM BROWN and the TRUSTEE in writing of such action and specify the
         responsibilities of each ADMINISTRATOR.  The TRUSTEE shall accept and
         rely upon any documents executed by the appropriate ADMINISTRATOR
         until TOM BROWN or the ADMINISTRATORS file a written revocation of
         such designation with the TRUSTEE.

         (c)     The primary responsibility of the ADMINISTRATOR is to
         administer THIS PLAN for the exclusive benefit of the PARTICIPANTS and
         their BENEFICIARIES, subject to the specific terms of THIS PLAN.  The
         ADMINISTRATOR shall administer THIS PLAN with its terms and shall have
         the power and discretion to construe THIS PLAN and to determine all
         questions of the administration, interpretation, and application of
         THIS PLAN.  Any such determination by the ADMINISTRATOR is conclusive
         and binding upon all persons.  The ADMINISTRATOR may establish
         procedures, correct any defect, supply any information, or reconcile
         any inconsistency in such manner and to such extent as shall be deemed
         necessary or advisable to carry out the purpose of THIS PLAN; however,
         any procedure, discretionary act, interpretation or construction shall
         be done in a nondiscriminatory manner based upon uniform principles
         consistently applied and shall be consistent with the intent that





                                       58
<PAGE>   62
         THIS PLAN shall continue to be a qualified plan in CODE SECTION
         401(a), and shall comply with the terms of the ACT and all regulations
         issued pursuant thereto.  The ADMINISTRATOR shall have all powers
         necessary or appropriate to accomplish his duties under THIS PLAN.

                 The ADMINISTRATOR is charged with the duties of the general
         administration of THIS PLAN, including, but not limited to, the
         following:

                 (1)      the discretion to determine all questions of the
                          eligibility of EMPLOYEES to participate or remain a
                          PARTICIPANT and to receive benefits from THIS PLAN;

                 (2)      to compute, certify, and direct the TRUSTEE of the
                          amount and the kind of benefits to which any
                          PARTICIPANT are entitled;

                 (3)      to authorize and direct the TRUSTEE of all
                          nondiscretionary or otherwise directed disbursements
                          from the TRUST;

                 (4)      to maintain all necessary records for the
                          administration of THIS PLAN;

                 (5)      to interpret THIS PLAN and to make and publish such
                          rules for regulation of THIS PLAN as are consistent
                          with its terms;

                 (6)      to determine the size and type of any CONTRACT to be
                          purchased from any insurer, and to designate the
                          insurer from which such CONTRACT shall be purchased;

                 (7)      to compute and certify to TOM BROWN and to the
                          TRUSTEE the contributions necessary or desirable;

                 (8)      to consult with TOM BROWN and the TRUSTEE as to the
                          short and long-term liquidity needs of THIS PLAN for
                          the TRUSTEE to exercise any investment discretion to
                          accomplish specific objectives;

                 (9)      to establish and communicate to PARTICIPANTS a
                          procedure for allowing each PARTICIPANT to direct the
                          TRUSTEE in the distribution of TOM BROWN STOCK in his
                          ACCOUNT in subsection 3.4;

                 (10)     to establish and communicate to PARTICIPANTS a
                          procedure and method to insure that each PARTICIPANT
                          will vote TOM BROWN STOCK allocated to such
                          PARTICIPANT'S  ACCOUNT in subsection 4.4(d);

                 (11)     to enter into a written agreement for the payment of
                          federal estate tax by CODE SECTION 2210(b);





                                       59
<PAGE>   63
                 (12)     to assist any PARTICIPANT as to his rights, benefits,
                          or elections available in THIS PLAN.

         (d)     The ADMINISTRATOR shall keep a record of all actions taken and
         shall keep all other books of account, records, and other data
         necessary for proper administration of THIS PLAN and shall supply all
         information and reports to the Internal Revenue Service, Department of
         Labor, PARTICIPANTS, BENEFICIARIES and others as required by law.

         (e)     The ADMINISTRATOR, or the TRUSTEE with the consent of the
         ADMINISTRATOR, may appoint counsel, specialists, advisers, and other
         persons deemed necessary or desirable with the administration of THIS
         PLAN.

         (f)     To enable the ADMINISTRATOR to perform his functions, TOM
         BROWN shall supply full and timely information to the ADMINISTRATOR on
         all matters of the COMPENSATION of all PARTICIPANTS, their HOURS OF
         SERVICE, their YEARS OF SERVICE, their retirement, death, disability,
         or TERMINATION, and such other facts as the ADMINISTRATOR may require;
         and the ADMINISTRATOR shall advise the TRUSTEE of the foregoing facts
         for the TRUSTEE'S duties under THIS PLAN.  The ADMINISTRATOR may rely
         upon such information as is supplied by TOM BROWN and shall have no
         duty or responsibility to verify such information.

         (g)     All expenses of administration may be paid from the TRUST FUND
         unless paid by TOM BROWN.  Such expenses shall include expenses of the
         ADMINISTRATOR, including, but not limited to, fees of accountants,
         counsel, and other specialists and their agents, and other costs of
         administering THIS PLAN.  Until paid, the expenses shall constitute a
         liability of the TRUST FUND.  However, TOM BROWN may reimburse the
         TRUST FUND for any administration expense incurred.

         (h)     Except for an allocation and delegation of administrative
         authority in subsection 4.3(b), if there is more than 1 ADMINISTRATOR,
         they shall act by a majority of their number, but may authorize 1 or
         more of them to sign all papers on their behalf.

         (i)     The ADMINISTRATOR shall have authority to make any and all
         necessary rules or regulations, binding upon each PARTICIPATING
         EMPLOYER and all PARTICIPANTS, to effectuate the purpose of this
         subsection.

4.4      TRUSTEE

         (a)     The TRUSTEE shall have the following categories of
         responsibilities:

                 (1)      Consistent with the FUNDING POLICY AND METHOD, to
                 invest, manage, and control the Plan assets subject, however,
                 to the direction of an INVESTMENT MANAGER if the TRUSTEE
                 appoints such manager as to all or a portion of the assets of
                 THIS PLAN;





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<PAGE>   64
                 (2)      At the direction of the ADMINISTRATOR, to pay
                 benefits required under THIS PLAN to be paid to PARTICIPANTS,
                 or, on their death, to their BENEFICIARIES;

                 (3)      To maintain records of receipts and disbursements and
                 furnish to TOM BROWN and/or ADMINISTRATOR for each PLAN YEAR a
                 written annual report by subsection 4.3(g); and

                 (4)      If there is more than 1 TRUSTEE, they shall act by a
                 majority of their number, but may authorize 1 or more of them
                 to sign papers on their behalf.

         (b)     (1)      The TRUSTEE shall invest and reinvest the TRUST FUND
                          to keep the TRUST FUND invested without distinction
                          between principal and income and in such securities
                          or property, real or personal, wherever situated, as
                          the TRUSTEE deems advisable, including, but not
                          limited to, stocks, common or preferred, bonds and
                          other evidences of indebtedness or ownership, and
                          real estate or any interest therein.  The TRUSTEE
                          shall at all times in making investments of the TRUST
                          FUND consider, among other factors, the short and
                          long-term financial needs of THIS PLAN on the basis
                          of information furnished by TOM BROWN.  In making
                          such investments, the TRUSTEE shall not be restricted
                          to securities or other property of the character
                          expressly authorized by the applicable law for trust
                          investments; however, the TRUSTEE shall give due
                          regard to any limitations imposed by the CODE or the
                          ACT so that at all times THIS PLAN may qualify as an
                          Employee Stock Ownership Plan and Trust.

                 (2)      The TRUSTEE may employ a bank or trust company by the
                          terms of its usual and customary bank agency
                          agreement, for which the duties of such bank or trust
                          company shall be of a custodial, clerical and
                          record-keeping nature.

                 (3)      The TRUSTEE may from time to time with the consent of
                          TOM BROWN transfer to a common, collective, or pooled
                          TRUST FUND maintained by any corporate TRUSTEE
                          hereunder, all or such part of the TRUST FUND as the
                          TRUSTEE deems advisable, and such part or all of the
                          TRUST FUND so transferred shall be subject to all the
                          terms and provisions of the common, collective, or
                          pooled trust fund which contemplate the commingling
                          for investment purposes of such trust assets with
                          trust assets of other trusts.  The TRUSTEE may, from
                          time to time with the consent of TOM BROWN, withdraw
                          from such common, collective, or pooled TRUST FUND
                          all or such part of the TRUST FUND as the TRUSTEE
                          deems advisable.

                 (4)      If the TRUSTEE invests any part of the TRUST FUND, by
                          the directions of the ADMINISTRATOR, in any shares of
                          TOM BROWN STOCK, and the ADMINISTRATOR





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<PAGE>   65
                          thereafter directs the TRUSTEE to dispose of such
                          investment, or any part thereof, under circumstances
                          which, in the opinion of counsel for the TRUSTEE,
                          require registration of the securities under the
                          Securities Act of 1933 and/or qualification of the
                          securities under the Blue Sky laws of any state or
                          states, TOM BROWN, at its own expense, will take or
                          cause to be taken any and all such action as may be
                          necessary or appropriate to effect such registration
                          and/or qualification.

                 (5)      The TRUSTEE, at the direction of the ADMINISTRATOR,
                          shall ratably apply for, own and pay premiums on
                          CONTRACTS on the lives of the PARTICIPANTS.  If a
                          life insurance policy is to be purchased for a
                          PARTICIPANT, the aggregate premium for ordinary life
                          insurance for each PARTICIPANT must be less than 50%
                          of the aggregate of the contributions and FORFEITURES
                          to the credit of the PARTICIPANT at any particular
                          time.  If term insurance is purchased with such
                          contributions, the aggregate premium must be less
                          than 25% of the aggregate CONTRIBUTIONS and
                          FORFEITURES allocated to a PARTICIPANT'S ACCOUNT.  If
                          both term insurance and ordinary life insurance are
                          purchased with such contributions, the amount
                          expended for term insurance plus 1/2 of the premium
                          for ordinary life insurance may not in the aggregate
                          exceed 25% of the aggregate contributions and
                          FORFEITURES allocated to a PARTICIPANT'S ACCOUNT.
                          The TRUSTEE must convert the entire value of the life
                          insurance contracts at or before retirement into cash
                          or provide for a periodic income so that no portion
                          of such value may be used to continue life insurance
                          protection beyond retirement, or distribute the
                          CONTRACTS to the PARTICIPANT.  On any conflict
                          between the terms of THIS PLAN and the terms of any
                          insurance CONTRACT purchased hereunder, these Plan
                          provisions shall control.

         (c)     The TRUSTEE, in addition to all powers and authorities under
         common law, statutory authority, including the ACT, and other
         provisions of THIS PLAN, shall have the following powers and
         authorities, to be exercised in the TRUSTEE'S sole discretion:

                 (1)      To purchase, or subscribe for and retain, any
                          securities or other property.  With the purchase of
                          securities, margin accounts may be opened and
                          maintained;

                 (2)      To sell, exchange, convey, transfer, grant options to
                          purchase, or otherwise dispose of any securities or
                          other property held by the TRUSTEE, by private
                          CONTRACT or at public auction.  No person dealing
                          with the TRUSTEE shall be bound to see to the
                          application of the purchase money or to inquire into
                          the validity, expediency, or propriety of any such
                          sale or other disposition, with or without
                          advertisement;





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<PAGE>   66
                 (3)      To vote any stocks, bonds, or other securities; to
                          give general or special proxies or powers of attorney
                          with or without power of substitution; to exercise
                          any conversion privileges, subscription rights or
                          other options, and to make any payments incidental
                          thereto; to oppose, or to consent to, or otherwise
                          participate in, corporate reorganizations or other
                          changes affecting corporate securities, to delegate
                          discretionary powers, to pay any assessments or
                          charges in connection therewith; and, generally, to
                          exercise any of the powers of an owner with respect
                          to stocks, bonds, securities, or other property;

                 (4)      To cause any securities or other property to be
                          registered in the TRUSTEE'S own name or in the name
                          of one or more of the TRUSTEE'S nominees, and to hold
                          any investments in bearer form, but the books and
                          records of the TRUSTEE shall at all times show that
                          all such investments are part of the TRUST FUND;

                 (5)      To borrow or raise money for THIS PLAN in such
                          amount, and upon such terms and conditions, as the
                          TRUSTEE shall deem advisable; and, for any sum so
                          borrowed, to issue a promissory note as TRUSTEE, and
                          to secure the repayment thereof by pledging all, or
                          any part, of the TRUST FUND; and no person lending
                          money to the TRUSTEE shall be bound to see to the
                          application of the money lent or to inquire into the
                          validity, expediency, or propriety of any borrowing;

                 (6)      To keep such portion of the TRUST FUND in cash or
                          cash balances as the TRUSTEE may, from time to time,
                          deem to be in the best interests of THIS PLAN,
                          without liability for interest thereon;

                 (7)      To accept and retain for such time as the TRUSTEE may
                          deem advisable any securities or other property
                          received or acquired as TRUSTEE, whether or not such
                          securities or other property would normally be
                          purchased as investments;

                 (8)      To make, execute, acknowledge, and deliver any and
                          all documents of transfer and conveyance and any and
                          all other instruments that may be necessary or
                          appropriate to carry out the powers herein granted;

                 (9)      To settle, compromise, or submit to arbitration any
                          claims, debts, or damages due or owing to or from
                          THIS PLAN, to begin or defend suits or legal or
                          administrative proceedings, and to represent THIS
                          PLAN in all suits and legal and administrative
                          proceedings;





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<PAGE>   67
                 (10)     To employ suitable agents and counsel and to pay
                          their reasonable expenses and compensation, and such
                          agent or counsel may or may not be agent or counsel
                          for TOM BROWN;

                 (11)     To apply for and purchase from responsible insurance
                          companies, to be selected by the ADMINISTRATOR, as an
                          investment of the TRUST FUND such annuity, or other
                          CONTRACTS (on the life of any PARTICIPANT), as the
                          ADMINISTRATOR shall deem proper; to exercise, at any
                          time or from time to time, whatever rights and
                          privileges be granted by such annuity, or other
                          CONTRACTS; to collect, receive, and settle for the
                          proceeds of all such annuity or other CONTRACTS as
                          and when entitled to do so;

                 (12)     To invest funds of the TRUST in time deposits or
                          savings accounts bearing a reasonable rate of
                          interest in the TRUSTEE'S bank;

                 (13)     To invest in Treasury Bills and other forms of United
                          States government obligations;

                 (14)     To invest in shares of investment companies
                          registered under the Investment Company Act of 1940;

                 (15)     To sell, purchase and acquire put or call options if
                          the options are traded on and purchased through a
                          national securities exchange registered under the
                          Securities Exchange Act of 1934, as amended, or, if
                          the options are not traded on a national securities
                          exchange, are guaranteed by a member firm of the New
                          York Stock Exchange;

                 (16)     To deposit monies in federally insured savings
                          accounts or certificates of deposit in banks or
                          savings and loan associations;

                 (17)     To vote TOM BROWN STOCK as provided by subsection
                          4.3(d).

                 (18)     To sell or exercise any options, subscription rights
                          and conversion privileges and to make any payments
                          incidental thereto;

                 (19)     To exercise any of the powers of an owner, for such
                          TOM BROWN STOCK and other securities or other
                          property of the TRUST FUND.  The ADMINISTRATOR, with
                          the TRUSTEE'S approval, may authorize the TRUSTEE to
                          act on any administrative matter or class of matters
                          for which direction or instruction to the TRUSTEE by
                          the ADMINISTRATOR is called for without specific
                          direction or other instruction from the
                          ADMINISTRATOR;





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<PAGE>   68
                 (20)     To do all such acts and exercise all such rights and
                          privileges, although not specifically mentioned
                          herein, as the TRUSTEE may deem necessary to carry
                          out the purposes of THIS PLAN.

                 (21)     To pool all or any of the TRUST FUND, from time to
                          time, with assets belonging to any other qualified
                          employee pension benefit trust created by TOM BROWN
                          or an affiliated company of TOM BROWN, and to
                          commingle such assets and make joint or common
                          investments and carry joint accounts for THIS PLAN
                          and such other trust or trusts, allocating undivided
                          shares or interests in such investments or accounts
                          or any pooled assets of the 2 or more trusts with
                          their respective interests;

                 (22)     To do all such acts and exercise all such rights and
                          privileges, although not specifically mentioned
                          herein, as the TRUSTEE may deem necessary to carry
                          out the purposes of THIS PLAN.

                 (23)     The powers granted to the TRUSTEE shall be exercised
                          in the sole fiduciary discretion of the TRUSTEE.
                          However, each PARTICIPANT may direct the TRUSTEE to
                          separate and keep separate all or a portion of his
                          account; and further each PARTICIPANT is authorized
                          and empowered, in his sole and absolute discretion,
                          to give directions to the TRUSTEE in such form as the
                          TRUSTEE may require for the investment of the
                          PARTICIPANT'S ACCOUNT, which directions must be
                          followed by the TRUSTEE subject, however, to
                          restrictions on payment of life insurance premiums.
                          Neither the TRUSTEE nor any other persons including
                          the ADMINISTRATOR or otherwise shall be under any
                          duty to question any such direction of the
                          PARTICIPANT or to review any securities or other
                          property, real or personal, or to make any
                          suggestions to the PARTICIPANT, and the TRUSTEE shall
                          comply as promptly as practicable with such
                          directions given by the PARTICIPANT.  Any such
                          direction may be of a continuing nature or otherwise
                          and may be revoked by the PARTICIPANT at any time in
                          such form as the TRUSTEE may require.  The TRUSTEE
                          shall not be responsible or liable for any loss or
                          expense from compliance with any directions from the
                          PARTICIPANT nor shall the TRUSTEE be responsible for,
                          or liable for, any loss or expense which may result
                          from the TRUSTEE'S refusal or failure to comply with
                          any directions from the PARTICIPANT.  The TRUSTEE may
                          refuse to comply with any direction from the
                          PARTICIPANT if  the TRUSTEE, in its sole and absolute
                          discretion, deems such directions improper by
                          applicable law.  Any costs and expenses for
                          compliance with the PARTICIPANT'S directions shall be
                          borne by the PARTICIPANT'S ACCOUNT.

(d)     The TRUSTEE shall vote all TOM BROWN STOCK held by it as part of the 
Plan assets.  However, if any agreement entered into by the TRUST calls for 
voting of any shares of TOM





                                       65
<PAGE>   69
         BROWN STOCK pledged as security for any obligation of THIS PLAN, such
         shares of TOM BROWN STOCK shall be voted with such agreement.  The
         TRUSTEE shall not vote TOM BROWN STOCK which a PARTICIPANT or
         BENEFICIARY does not exercise by this subsection.

                 Notwithstanding the above, if TOM BROWN has a
         registration-type class of securities, each PARTICIPANT or BENEFICIARY
         shall be entitled to direct the TRUSTEE as to the manner in which the
         TOM BROWN STOCK which is entitled to vote and which is allocated to
         the ACCOUNT of such PARTICIPANT or BENEFICIARY is to be voted.  If TOM
         BROWN does not have a registration-type class of securities, each
         PARTICIPANT or BENEFICIARY of THIS PLAN may direct the TRUSTEE as to
         the manner in which voting rights on shares of TOM BROWN STOCK which
         are allocated to the  ACCOUNT of such PARTICIPANT or BENEFICIARY are
         to be exercised for any corporate matter for the voting of such shares
         for the approval or disapproval of any corporate merger or
         consolidation, recapitalization, reclassification, liquidation,
         dissolution, sale of substantially all assets of a trade or business,
         or such similar transaction.

                 If TOM BROWN does not have a REGISTRATION-TYPE CLASS OF
         SECURITIES and the by-laws of TOM BROWN require THIS PLAN to vote an
         issue in a manner that reflects a 1-man, 1-vote philosophy, each
         PARTICIPANT or BENEFICIARY shall be entitled to cast 1 vote on an
         issue and the TRUSTEE shall vote the shares held by THIS PLAN in
         proportion to the results of the votes cast on the issue by the
         PARTICIPANTS and BENEFICIARIES.

         (e)     (1)      The TRUSTEE shall make distributions from the TRUST
                          FUND at such times and in such numbers of shares or
                          other units of TOM BROWN STOCK and amounts of cash to
                          or for the benefit of the person entitled thereto by
                          THIS PLAN as the ADMINISTRATOR directs in writing.
                          Any undistributed part of a PARTICIPANT'S interest in
                          his Account shall be retained in the TRUST FUND until
                          the ADMINISTRATOR directs its distribution.  Where
                          distribution is directed in TOM BROWN STOCK, the
                          TRUSTEE shall cause an appropriate certificate to be
                          issued to the person entitled thereto and mailed to
                          the address furnished it by the ADMINISTRATOR.  Any
                          portion of a PARTICIPANT'S ACCOUNT to be distributed
                          in cash shall be paid by the TRUSTEE mailing its
                          check to the same person at the same address.  If a
                          dispute arises as to who is entitled to or should
                          receive any benefit or payment, the TRUSTEE may
                          withhold or cause to be withheld such payment until
                          the dispute is resolved.

                 (2)      As directed by the ADMINISTRATOR, the TRUSTEE shall
                          make payments from the TRUST FUND.  Such directions
                          or instructions need not specify the purpose of the
                          payments so directed, and the TRUSTEE shall not be
                          responsible in any way for the purpose or propriety
                          of such payments except as mandated by the ACT.





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<PAGE>   70
                 (3)      If any distribution or payment directed by the
                          ADMINISTRATOR is mailed by the TRUSTEE to the person
                          specified in such direction at the latest address of
                          such person filed with the ADMINISTRATOR, and shall
                          be returned to the TRUSTEE because such person cannot
                          be located at such address, the TRUSTEE shall
                          promptly notify the ADMINISTRATOR of such return, and
                          60 days after such notification, such direction shall
                          become void and unless and until a further direction
                          by the Administrator is received by the TRUSTEE for
                          such distribution or payment, the TRUSTEE shall
                          continue to administer the TRUST as if such direction
                          had not been made by the ADMINISTRATOR.  The TRUSTEE
                          shall not be obligated to search for or locate any
                          such person.

         (f)     The TRUSTEE shall be paid reasonable compensation agreed upon
         in writing by TOM BROWN and the TRUSTEE.  An individual serving as
         TRUSTEE who already receives full-time pay from TOM BROWN shall not
         receive compensation from THIS PLAN.  In addition, the TRUSTEE shall
         be reimbursed for any reasonable expenses, including reasonable
         counsel fees incurred by it as TRUSTEE.  Such compensation and
         expenses shall be paid from the TRUST FUND unless paid or advanced by
         TOM BROWN.  All taxes of any kind and all kinds whatsoever that may be
         levied or assessed under existing or future laws on the TRUST FUND or
         the income thereof, shall be paid from the TRUST FUND.

         (g)     Within a reasonable period of time after the later of the
         VALUATION DATE or receipt of TOM BROWN'S contribution for each PLAN
         YEAR, the TRUSTEE shall furnish to TOM BROWN and the ADMINISTRATOR a
         written statement of account for the PLAN YEAR for which such
         contribution was made setting forth:

                 (1)      the net income, or loss, of the TRUST FUND;

                 (2)      the gains, or losses, realized by the TRUST FUND upon
                          sales or other disposition of the assets;

                 (3)      the increase, or decrease, in the value of the TRUST
                          FUND;

                 (4)      all payments and distributions made from the TRUST
                          FUND; and

                 (5)      such further information as the TRUSTEE and/or
                          ADMINISTRATOR deems appropriate.  TOM BROWN,
                          forthwith upon its receipt of each such statement of
                          account, shall acknowledge receipt thereof in writing
                          and advise the TRUSTEE and/or ADMINISTRATOR of its
                          approval or disapproval thereof.  Failure by TOM
                          BROWN to disapprove any such statement of account
                          within 30 days after its receipt shall be deemed an
                          approval.  The approval by TOM BROWN of any statement
                          of account shall be binding as to all matters
                          embraced therein as between TOM BROWN and the TRUSTEE
                          to





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<PAGE>   71
                          the same extent as if the account of the TRUSTEE had
                          been settled by judgment or decree in an action for a
                          judicial settlement of its account in a court of
                          competent jurisdiction in which the TRUSTEE, TOM
                          BROWN and all persons having or claiming an interest
                          in THIS PLAN were parties; however, nothing shall
                          deprive the TRUSTEE of its right to have its accounts
                          judicially settled if the TRUSTEE so desires.

         (h)     (1)      If an audit of THIS PLAN'S records is required by the
                          ACT and its Regulations for any PLAN YEAR, the
                          ADMINISTRATOR directs the TRUSTEE to engage on behalf
                          of all PARTICIPANTS an independent qualified public
                          accountant for that purpose.  Such accountant, after
                          an audit of the books and records of THIS PLAN with
                          generally accepted auditing standards, within a
                          reasonable period after the close of the PLAN YEAR,
                          furnishes to the ADMINISTRATOR and the TRUSTEE a
                          report of his audit setting forth his opinion as to
                          whether any statements, schedules or lists that are
                          required by ACT Section 103 or the Secretary of Labor
                          to be filed with THIS PLAN'S annual report, are
                          presented fairly in conformity with generally
                          accepted accounting principles applied consistently.
                          All auditing and accounting fees are an expense of
                          and may, at the election of the ADMINISTRATOR, be
                          paid from the TRUST FUND.

                 (2)      If some or all of the information for the
                          ADMINISTRATOR to comply with ACT Section 103 is
                          maintained by a bank, insurance company, or similar
                          institution, regulated and supervised and subject to
                          periodic examination by a state or federal agency, it
                          transmitted and certified the accuracy of that
                          information to the ADMINISTRATOR in ACT Section
                          103(b) within 120 days after the end of the PLAN YEAR
                          or by such other date as may be prescribed under
                          regulations of the Secretary of Labor.

         (i)     (1)      The TRUSTEE may resign at any time by delivering to
                          TOM BROWN, at least 30 days before its effective
                          date, a written notice of his resignation.

                 (2)      TOM BROWN may remove the TRUSTEE by mailing by
                          registered or certified mail addressed to such
                          TRUSTEE at his last known address, at least 30 days
                          before its effective date, a written notice of his
                          removal.

                 (3)      On the death, resignation, incapacity, or removal of
                          any TRUSTEE, a successor may be appointed by TOM
                          BROWN; and such successor, upon accepting such
                          appointment in writing and delivering same to TOM
                          BROWN, without further act, becomes vested with all
                          the estate, rights, powers, discretions, and duties
                          of his predecessor as if he were originally named as
                          a TRUSTEE herein.  Until such a successor is
                          appointed, the remaining TRUSTEE or TRUSTEES have
                          full authority to act by THIS PLAN.





                                       68
<PAGE>   72
                 (4)      TOM BROWN may designate 1 or more successors prior to
                          the death, resignation, incapacity, or removal of a
                          TRUSTEE.  If a successor is designated by TOM BROWN
                          and accepts such designation, the successor, without
                          further act, becomes vested with all the estate,
                          rights, powers, discretions and duties of his
                          predecessor with the like effect as if he were
                          originally named as TRUSTEE herein immediately upon
                          the death, resignation, incapacity, or removal of his
                          predecessor.

                 (5)      Whenever any TRUSTEE ceases to serve as such, he
                          shall furnish to TOM BROWN and ADMINISTRATOR a
                          written statement of account for the portion of the
                          PLAN YEAR during which he served as TRUSTEE.  This
                          statement shall be either (i) included as part of the
                          annual statement of account for the PLAN YEAR
                          required by subsection 4.3(g) or (ii) set forth in a
                          special statement.  Any such special statement of
                          account should be rendered to TOM BROWN no later than
                          the due date of the annual statement of account for
                          the PLAN YEAR.  The procedures in subsection 4.3(g)
                          for the approval by TOM BROWN of annual statements of
                          account  apply to any special statement of account
                          rendered, and approval by TOM BROWN of any such
                          special statement as provided in subsection 4.3(g)
                          has the same effect upon the statement as TOM BROWN's
                          approval of an annual statement of account.  No
                          successor to the TRUSTEE  has any duty or
                          responsibility to investigate the acts or
                          transactions of any predecessor who has rendered all
                          statements of account required by subsection 4.3(g)
                          and this subparagraph.

         (j)     Notwithstanding the above, the TRUSTEE at the direction of the
         ADMINISTRATOR transfers the vested interest, if any, of such
         PARTICIPANT in his account to another trust forming part of a pension,
         profit sharing or stock bonus plan maintained by such PARTICIPANT'S
         new employer and represented by such employer in writing as meeting
         the requirements of CODE SECTION 401(a), if the trust to which such
         transfers are made permits the transfer to be made.

         (k)     TOM BROWN agrees to indemnify and save harmless the TRUSTEE
         against any and all claims, losses, damages, expenses and liabilities
         the TRUSTEE may incur in the exercise and performance of the TRUSTEE'S
         powers and duties hereunder, unless they are determined to be due to
         gross negligence or willful misconduct.

         (l)     The TRUSTEE is empowered to acquire and hold Qualifying
         Employer Securities and Qualifying Employer Real Property, as are
         defined in the ACT.  However, no more than 100% of the fair market
         value of all the assets in the TRUST FUND may be invested in
         Qualifying Employer Securities and Qualifying Employer Real Property.

         (m)     Neither TOM BROWN nor the TRUSTEE, nor their successors, are
         responsible for the validity of any CONTRACT issued to THIS PLAN, for
         the failure of the insurer to make





                                       69
<PAGE>   73
         payments provided by any such CONTRACT, nor for the action of any
         person which may delay payment or render a CONTRACT null and void or
         unenforceable.

         (n)     Any payment to any PARTICIPANT, his legal representative,
         BENEFICIARY, or to any guardian or committee appointed for such
         PARTICIPANT or BENEFICIARY by THIS PLAN shall, be in full satisfaction
         of all claims against the TRUSTEE and TOM BROWN, either of whom may
         require such PARTICIPANT, legal representative, BENEFICIARY, guardian
         or committee, as a condition precedent to such payment, to execute a
         receipt and release in such form as shall be determined by the TRUSTEE
         or TOM BROWN.

4.5      AMENDMENT, TERMINATION, MERGER OR CONSOLIDATION

         (a)     (1)      TOM BROWN has the right to amend THIS PLAN at any
                          time, subject to the limitations of this subsection.
                          Any such amendment shall be adopted by formal action
                          of TOM BROWN's board of directors and executed by an
                          officer authorized to act on behalf of TOM BROWN.
                          However, any amendment which affects the rights,
                          duties or responsibilities of the TRUSTEE and
                          ADMINISTRATOR may only be made with the TRUSTEE'S and
                          ADMINISTRATOR'S written consent.  Any such amendment
                          shall become effective on its execution.  The TRUSTEE
                          shall not be required to execute any such amendment
                          unless the TRUST provisions contained herein are a
                          part of THIS PLAN and the amendment affects the
                          duties of the TRUSTEE.

                 (2)      No amendment to THIS PLAN shall be effective if it
                          authorizes or permits any part of the TRUST FUND
                          (other than such part as is required to pay taxes and
                          administration expenses) to be used for or diverted
                          to any purpose other than for the exclusive benefit
                          of the PARTICIPANTS or their BENEFICIARIES or
                          estates; or causes any reduction in the amount
                          credited to the account of any PARTICIPANT; or causes
                          or permits any portion of the TRUST FUND to revert to
                          or become property of TOM BROWN.

                 (3)      Except as permitted by REGULATIONS, no PLAN amendment
                          or transaction having the effect of THIS PLAN
                          amendment (such as a merger, plan transfer or similar
                          transaction) shall be effective to the extent it
                          eliminates or reduces any CODE SECTION 411(d)(6)
                          protected benefit or adds or modifies conditions for
                          CODE SECTION 411(d)(6) protected benefit the result
                          of which is a further restriction on such benefit
                          unless such protected benefits are preserved for
                          benefits accrued as of the later of the adoption date
                          or effective date of the amendment.  "CODE SECTION
                          411(d)(6) protected benefit" is benefits described in
                          CODE SECTION 411(d)(6)(A), early retirement benefits
                          and retirement-type subsidies, and optional forms of
                          benefit.





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<PAGE>   74
         (b)     (1)      TOM BROWN may terminate THIS PLAN by delivering to
                          the TRUSTEE and ADMINISTRATOR written notice of such
                          termination.  On any full or partial termination, all
                          amounts credited to the affected PARTICIPANTS'
                          ACCOUNTS shall become 100% vested and shall not
                          thereafter be subject to forfeiture, and all
                          unallocated amounts shall be allocated to the
                          accounts of all PARTICIPANTS.

                 (2)      On the full termination of THIS PLAN, TOM BROWN shall
                          direct the distribution of the assets of the TRUST
                          FUND to PARTICIPANTS in a manner which is consistent
                          with and satisfies subsection 3.4 and 3.5.
                          Distributions to a PARTICIPANT may be in cash or in
                          property or the purchase of irrevocable
                          nontransferable deferred commitments from an insurer.
                          Except as permitted by Regulations, termination of
                          THIS PLAN shall not result in the reduction of CODE
                          SECTION 411(d)(6) protected benefit.

         (c)     THIS PLAN and Trust may be merged or consolidated with, or its
         assets and/or liabilities may be transferred to any other plan and
         trust only if the benefits which would be received by a PARTICIPANT of
         THIS PLAN, on termination of the plan immediately after such transfer,
         merger or consolidation, are at least equal to the benefits the
         PARTICIPANT would have received if THIS PLAN had terminated
         immediately before the transfer, merger or consolidation, and such
         transfer, merger or consolidation does not otherwise result in the
         elimination or reduction of any SECTION 411(d)(6) protected benefit.

4.6      PARTICIPANT RIGHTS/CLAIMS

         (a)     THIS PLAN is not a CONTRACT between TOM BROWN and any
         PARTICIPANT nor a consideration or an inducement for the employment of
         any PARTICIPANT or EMPLOYEE.  Nothing contained in THIS PLAN gives any
         PARTICIPANT or EMPLOYEE the right to be retained in the service of TOM
         BROWN or to interfere with the right of TOM BROWN to discharge any
         PARTICIPANT or EMPLOYEE at any time regardless of the effect which
         such discharge has upon him as a PARTICIPANT of THIS PLAN.

         (b)     Claims for benefits under THIS PLAN may be filed in writing
         with the ADMINISTRATOR.  Written notice of the disposition of a claim
         shall be furnished to the claimant within 90 days after the
         application is filed.  If the claim is denied, the reasons for the
         denial shall be specifically set forth in the notice in language
         calculated to be understood by the claimant, pertinent provisions of
         THIS PLAN shall be cited, and, where appropriate, an explanation as to
         how the claimant can perfect the claim will be provided.  In addition,
         the claimant shall be furnished with an explanation of THIS PLAN's
         claims review procedure.





                                       71
<PAGE>   75
         (c)     Any EMPLOYEE, FORMER EMPLOYEE, or BENEFICIARY of either, who
         has been denied a benefit by a decision of the ADMINISTRATOR pursuant
         to subsection 4.6(b) shall be entitled to request the ADMINISTRATOR to
         give further consideration to his claim by filing with the
         ADMINISTRATOR (on a form which may be obtained from the ADMINISTRATOR)
         a request for a hearing.  Such request, together with a written
         statement of the reasons why the claimant believes his claim should be
         allowed, shall be filed with the ADMINISTRATOR no later than 60 days
         after receipt of the written notification provided for in subsection
         4.6(b).

                 The ADMINISTRATOR shall then conduct a hearing within the next
         60 days, at which the claimant may be represented by an attorney or
         any other representative of his choosing and at which the claimant
         shall have an opportunity to submit written and oral evidence and
         arguments in support of his claim.

                 At the hearing (or prior thereto upon 5 business days written
         notice to the ADMINISTRATOR) the claimant or his representative shall
         have an opportunity to review all documents in the possession of the
         ADMINISTRATOR which are pertinent to the claim at issue and its
         disallowance.

                 Either the claimant or the ADMINISTRATOR may cause a court
         reporter to attend the hearing and record the proceedings.  In such
         event, a complete written transcript of the proceedings shall be
         furnished to both parties by the court reporters.  The full expense of
         any such court reporter and such transcripts shall be borne by the
         party causing the court reporter to attend the hearing.

                 A final decision as to the allowance of the claim shall be
         made by the ADMINISTRATOR within 60 days of receipt of the appeal
         (unless there has been an extension of 60 days due to special
         circumstances provided the delay and the special circumstances
         occasioning it are communicated to the claimant within the 60 day
         period).  Such communication shall be written in a manner calculated
         to be understood by the claimant and shall include specific reasons
         for the decision and specific references to the pertinent Plan
         provisions on which the decision is based.

         (d)     (1)      Subject to the exceptions below, no benefit payable
                          out of the TRUST FUND to any person (including a
                          PARTICIPANT or his BENEFICIARY) shall be subject in
                          any manner to anticipation, alienation, sale,
                          transfer, assignment, pledge, encumbrance, or charge,
                          and any attempt to anticipate, alienate, sell,
                          transfer, assign, pledge, encumber, or charge such
                          shall be void; and no such benefit shall in any
                          manner be liable for, or subject to, the debts,
                          contracts, liabilities, engagements, or torts of any
                          such person, nor shall it be subject to attachment or
                          legal process for or against such person, and the
                          benefit shall not be recognized by the TRUSTEE,
                          except as may be required by law.





                                       72
<PAGE>   76
                 (2)      This subsection shall not apply if a PARTICIPANT or
                          BENEFICIARY is indebted to THIS PLAN for a loan from
                          THIS PLAN.  At the time a distribution is to be made
                          to or for a PARTICIPANT'S or BENEFICIARY'S benefit,
                          such proportion of the amount distributed as shall
                          equal such loan indebtedness shall be paid by the
                          TRUSTEE to the TRUSTEE or the ADMINISTRATOR, at the
                          direction of the ADMINISTRATOR, to apply against or
                          discharge such loan indebtedness.  Prior to making a
                          payment, however, the PARTICIPANT or BENEFICIARY must
                          be given written notice by the ADMINISTRATOR that
                          such loan indebtedness is to be so paid in whole or
                          part from his PARTICIPANT'S ACCOUNT.  If the
                          PARTICIPANT or BENEFICIARY does not agree that the
                          loan indebtedness is a valid claim against his vested
                          PARTICIPANT'S ACCOUNT, he shall be entitled to a
                          review of the validity of the claim with procedures
                          in subsections 4.6(b) and 4.6(c).

                 (3)      This subsection shall not apply to a QUALIFIED
                          DOMESTIC RELATIONS ORDER in CODE SECTION 414(p), and
                          those other domestic relations orders permitted to be
                          so treated by the ADMINISTRATOR by the Retirement
                          Equity Act of 1984.  The ADMINISTRATOR shall
                          establish a written procedure to determine the
                          qualified status of domestic relations orders and to
                          administer distributions by such qualified orders.
                          Further, if provided under a QUALIFIED DOMESTIC
                          RELATIONS ORDER, a former spouse of a PARTICIPANT
                          shall be treated as the spouse or surviving spouse by
                          THIS PLAN.

4.7      TOM BROWN STOCK

         (a)     (1)      THIS PLAN is designed to invest primarily in TOM
                          BROWN STOCK.

                 (2)      The ADMINISTRATOR may also direct the TRUSTEE to
                          invest funds of THIS PLAN in other property described
                          in the TRUST or in life insurance policies to the
                          extent permitted by subsection 4.4(b)(5) or the
                          TRUSTEE may hold such funds in cash equivalents.

                 (3)      The ADMINISTRATOR may also direct the TRUSTEE to
                          invest funds of THIS PLAN in insurance policies on
                          the life of any "keyman" EMPLOYEE.  The proceeds of a
                          "keyman" insurance policy may not be used for the
                          repayment of any indebtedness owed by THIS PLAN which
                          is secured by TOM BROWN STOCK.  If any "keyman"
                          insurance is purchased by the TRUSTEE, the premiums
                          paid thereon during any PLAN YEAR, net of any policy
                          dividends and increases in cash surrender values,
                          shall be treated as the cost of the investment and
                          any death benefit or cash surrender value received
                          shall be treated as proceeds from the investment.





                                       73
<PAGE>   77
                 (4)      THIS PLAN may not obligate itself to acquire TOM
                          BROWN STOCK from a particular holder thereof at an
                          indefinite time determined upon the happening of an
                          event such as the death of the holder.

                 (5)      THIS PLAN may not obligate itself to acquire TOM
                          BROWN STOCK under a PUT OPTION binding upon THIS
                          PLAN.  However, at the time a PUT OPTION is
                          exercised, THIS PLAN may be given an option to assume
                          the rights and obligations of TOM BROWN of a PUT
                          OPTION binding upon TOM BROWN.

                 (6)      All purchases of TOM BROWN STOCK shall be made at a
                          price which, in the judgment of the ADMINISTRATOR,
                          does not exceed its fair market value.  All sales of
                          TOM BROWN STOCK shall be made at a price which, in
                          the judgment of the ADMINISTRATOR, is not less than
                          its fair market value.  The valuation rules in
                          subsection 4.8 shall be applicable.

         (b)     (1)      No part of the TRUST FUND attributable to (or
                          allocable in lieu of) TOM BROWN STOCK acquired by
                          THIS PLAN after October 22, 1986 in a sale to which
                          CODE SECTION 1042 or, for estates of decedents who
                          died prior to December 20, 1989, CODE SECTION 2057
                          applies may accrue or be allocated directly or
                          indirectly under any plan maintained by TOM BROWN
                          meeting the requirements of CODE SECTION 401(a):

                          (A)     during the Nonallocation Period, for the 
                                  benefit of
 
                                  (i)      any taxpayer who makes an election
                                           in CODE SECTION 1042(a) for TOM
                                           BROWN STOCK or any decedent if the
                                           executor of the estate of the
                                           decedent makes a qualified sale in
                                           CODE SECTION 2057,

                                  (ii)     any individual who is related to the
                                           taxpayer or the decedent (in CODE
                                           SECTION 267(b)), or

                          (B)     for the benefit of any other person who owns
                                  (after application of CODE SECTION 318(a)
                                  applied without regard to the employee trust
                                  exception in CODE SECTION 318(a)(2)(B)(i))
                                  more than 25% of

                                  (i)      any class of outstanding stock of
                                           TOM BROWN or AFFILIATED EMPLOYERS
                                           which issued such TOM BROWN STOCK,
                                           or

                                  (ii)     the total value of any class of
                                           outstanding stock of TOM BROWN or
                                           AFFILIATED EMPLOYERS.

                 (2)      However, the subparagraph (a) above shall not apply
                          to lineal descendants of the taxpayer, if the
                          aggregate amount allocated to the benefit of all such
                          lineal descendants during the Nonallocation Period
                          does not exceed more than 5% of the TOM BROWN STOCK
                          (or amounts allocated in lieu thereof) held by THIS
                          PLAN which are attributable to a sale to THIS PLAN by
                          any person related to such descendants (in CODE
                          SECTION 267(c)(4)) in a transaction to which CODE
                          SECTION 1042 or CODE SECTION 2057 applies.

                 (3)      A person shall be treated as failing to meet the
                          stock ownership limitation under subparagraph (a)(2)
                          above if such person fails such limitation:

                          (1)     at any time during the year period ending on
                                  the date of sale of TOM BROWN STOCK to THIS
                                  PLAN, or

                          (2)     on the date as of which TOM BROWN STOCK is 
                                  allocated to PARTICIPANTS in THIS PLAN.




                                       74
<PAGE>   78


         (c)     PAYMENT OF BENEFITS

                 Benefits by THIS PLAN shall be paid, subject to subsection 3.5
         only upon death, DISABILITY, normal or early retirement, TERMINATION,
         or upon Plan termination.

         (d)     Certificates for shares distributed by THIS PLAN shall contain
         the following legend:

                 "The shares represented by this certificate are transferable
         only upon compliance with the terms of TOM BROWN KSOP effective as of
         January 1, 1996, which grants to TOM BROWN, INC. a right of first
         refusal, a copy of such Plan is on file in the office of the TOM
         BROWN, INC."

4.8      VALUATIONS

         (a)     The ADMINISTRATOR shall direct the TRUSTEE, as of each
         VALUATION DATE, and at such other date or dates deemed necessary by
         the ADMINISTRATOR, herein called "VALUATION DATE," to determine the
         net worth of the assets of the TRUST FUND as it exists on the
         "VALUATION DATE." In determining such net worth, the TRUSTEE shall
         value the assets of the TRUST FUND at their fair market value as of
         the "VALUATION DATE" and shall deduct all expenses for which the
         TRUSTEE has not yet obtained reimbursement from TOM BROWN or the TRUST
         FUND.

         (b)     To determine the fair market value of securities of the TRUST
         FUND which are listed on a registered stock exchange, the
         ADMINISTRATOR shall direct the TRUSTEE to value such securities at the
         prices they were last traded on such exchange preceding the close of
         business on the VALUATION DATE.  If such securities were not traded on
         the VALUATION DATE, or if the exchange on which they are traded was
         not open for business on the VALUATION DATE, the securities shall be
         valued at the prices at which they were last traded prior to the
         VALUATION DATE.  Any unlisted security held in the TRUST FUND shall be
         valued at its bid price next precluding the close of business on the
         VALUATION DATE, which bid price shall be obtained from a registered
         broker or an investment banker.  Except for TOM BROWN STOCK, to
         determine the fair market value of assets other than securities for
         which trading or bid prices can be obtained, the TRUSTEE may appraise
         such assets itself, or in its discretion, employ 1 or more appraisers
         for that purpose and rely on the values established by such appraiser
         or appraisers.  TOM BROWN STOCK not readily tradeable on an
         established securities market shall be valued by an independent
         appraiser meeting requirements similar to the requirements of the CODE
         SECTION 170(a)(1) REGULATIONS.





                                       75
<PAGE>   79
4.9      PARTICIPATING EMPLOYER

         (a)     Any other corporation or entity, whether an affiliate or
         subsidiary or not, may, with TOM BROWN'S and the TRUSTEE'S consent,
         adopt THIS PLAN and all its provisions, and be known as a
         PARTICIPATING EMPLOYER.

         (b)     (1)      Each PARTICIPATING EMPLOYER shall be required to use
                          the TRUSTEE.

                 (2)      The TRUSTEE may commingle, hold and invest all
                          contributions as 1 TRUST FUND.  The assets of THIS
                          PLAN shall be available to pay benefits to all
                          PARTICIPANTS and BENEFICIARIES of THIS PLAN
                          regardless of who contributed such assets.

                 (3)      The transfer of any PARTICIPANT from or to an
                          employer participating in THIS PLAN, whether he be an
                          EMPLOYEE of TOM BROWN or a Participating Employer,
                          shall not affect such PARTICIPANT'S rights in THIS
                          PLAN, and all amounts credited to such PARTICIPANT'S
                          ACCOUNT as well as his accumulated service time with
                          the transferor or predecessor, and his length of
                          participation in THIS PLAN, shall continue to his
                          credit.

                 (4)      All Forfeitures from TERMINATION shall only inure to
                          the benefit of the PARTICIPANTS of the employer of
                          the forfeiting PARTICIPANT, except if the FORFEITURE
                          is for an employee whose employer is an AFFILIATED
                          EMPLOYER, the FORFEITURE shall be allocated to the
                          PARTICIPANTS employed by TOM BROWN or a PARTICIPATING
                          EMPLOYER who is an AFFILIATED EMPLOYER.  If an
                          EMPLOYEE of one ("First") employer be transferred to
                          an associated ("Second") employer which is an
                          AFFILIATED EMPLOYER, the transfer shall not cause his
                          account balance (generated while an EMPLOYEE of
                          "First" employer) in any manner, or by any amount to
                          be forfeited.  Such EMPLOYEE'S PARTICIPANT ACCOUNT
                          balance for THIS PLAN, including length of service,
                          shall be considered as though he had always been
                          employed by the "Second" employer and as such had
                          received contributions, forfeitures, earnings or
                          losses, and appreciation or depreciation in value of
                          assets totaling the amount so transferred.

                 (5)      The expenses of the TRUST shall be paid by each
                          employer in the same proportion that the total amount
                          standing to the credit of all PARTICIPANTS employed
                          by such employer bears to the total standing to the
                          credit of all PARTICIPANTS.

         (c)     Each PARTICIPATING EMPLOYER shall be a party to THIS PLAN;
         however, for all of its relations with the TRUSTEE and ADMINISTRATOR
         in THIS PLAN, each PARTICIPATING EMPLOYER  irrevocably designates TOM
         BROWN as its agent.

         (d)     Amendment of THIS PLAN by TOM BROWN when there shall be a 
         PARTICIPATING





                                       76
<PAGE>   80
         EMPLOYER shall only be by the written action of each and every
         Participating Employer and with the consent of the TRUSTEE where such
         consent is necessary with the terms of THIS PLAN.

         (e)     Any PARTICIPATING EMPLOYER may discontinue or revoke its
         participation in THIS PLAN.  On any such discontinuance or revocation,
         satisfactory evidence thereof and of any conditions imposed shall be
         delivered to the TRUSTEE.  The TRUSTEE shall thereafter transfer,
         deliver and assign CONTRACTS and other TRUST FUND assets allocable to
         the PARTICIPANTS of such Participating Employer to the new TRUSTEE
         designated by such Participating Employer, if it has established a
         separate pension plan for its EMPLOYEES; however, that no such
         transfer shall be made if the result is the elimination or reduction
         of any SECTION 411(d)(6) PROTECTED BENEFITS.  If no successor is
         designated, the TRUSTEE shall retain the assets for the EMPLOYEES of
         such PARTICIPATING EMPLOYER.  No part of the principal or income of
         the TRUST, as it relates to such PARTICIPATING EMPLOYER, will be used
         for or diverted to purposes other than for the exclusive benefit of
         the EMPLOYEES of such PARTICIPATING EMPLOYER.

4.10     OTHER

         (a)     (1)      Subject to the exceptions below, no benefit payable
                          out of the TRUST FUND to any person (including a
                          PARTICIPANT or his BENEFICIARY) shall be subject in
                          any manner to anticipation, alienation, sale,
                          transfer, assignment, pledge, encumbrance, or charge,
                          and any attempt to anticipate, alienate, sell,
                          transfer, assign, pledge, encumber, or charge such
                          shall be void; and no such benefit shall in any
                          manner be liable for, or subject to, the debts,
                          contracts, liabilities, engagements, or torts of any
                          such person, nor shall it be subject to attachment or
                          legal process for or against such person, and the
                          benefit shall not be recognized by the TRUSTEE,
                          except as may be required by law.

                 (2)      This subsection shall not apply if a PARTICIPANT or
                          BENEFICIARY is indebted to THIS PLAN for a loan from
                          THIS PLAN.  At the time a distribution is to be made
                          to or for a PARTICIPANT'S or BENEFICIARY'S benefit,
                          such proportion of the amount distributed as shall
                          equal such loan indebtedness shall be paid by the
                          TRUSTEE to the TRUSTEE or the ADMINISTRATOR, at the
                          direction of the ADMINISTRATOR, to apply against or
                          discharge such loan indebtedness.  Prior to making a
                          payment, however, the PARTICIPANT or BENEFICIARY must
                          be given written notice by the ADMINISTRATOR that
                          such loan indebtedness is to be so paid in whole or
                          part from his PARTICIPANT'S ACCOUNT.  If the
                          PARTICIPANT or BENEFICIARY does not agree that the
                          loan indebtedness is a valid claim against his vested
                          PARTICIPANT'S ACCOUNT, he shall be entitled to a
                          review of the validity of the claim with procedures
                          in subsections 4.6(b) and 4.6(c).





                                       77
<PAGE>   81
                 (3)      This subsection shall not apply to a QUALIFIED
                          DOMESTIC RELATIONS ORDER in CODE SECTION 414(p), and
                          those other domestic relations orders permitted to be
                          so treated by the ADMINISTRATOR by the Retirement
                          Equity Act of 1984.  The ADMINISTRATOR shall
                          establish a written procedure to determine the
                          qualified status of domestic relations orders and to
                          administer distributions by such qualified orders.
                          Further, if provided under a QUALIFIED DOMESTIC
                          RELATIONS ORDER, a former spouse of a PARTICIPANT
                          shall be treated as the spouse or surviving spouse by
                          THIS PLAN.

         (b)     (1)      Except as provided below and otherwise specifically
                          permitted by law, it shall be impossible by operation
                          of THIS PLAN or of the TRUST, by termination of
                          either, by power of revocation or amendment, by the
                          happening of any contingency, by collateral
                          arrangement or by any other means, for any part of
                          the corpus or income of any TRUST FUND maintained by
                          THIS PLAN or any funds contributed thereto to be used
                          for, or diverted to, purposes other than the
                          exclusive benefit of PARTICIPANTS, FORMER
                          PARTICIPANTS, or their BENEFICIARIES.

                 (2)      If TOM BROWN makes an excessive contribution under a
                          mistake of fact in ACT Section 403(c)(2)(A), TOM
                          BROWN may demand repayment of such excessive
                          contribution at any time within 1 year following the
                          time of payment, and the TRUSTEES shall return such
                          amount to TOM BROWN within the 1 year period.
                          Earnings of THIS PLAN attributable to the excess
                          contributions may not be returned to TOM BROWN but
                          any losses attributable thereto must reduce the
                          amount so returned.

         (c)     THIS PLAN and Trust shall be construed and enforced according
         to the ACT and the laws of the State of Texas, other than its laws for
         choice of law, to the extent not preempted by the ACT.

         (d)     In THIS PLAN, the gender of all words shall include the
         masculine, feminine, and neuter, and the number of all words shall
         include the singular and the plural.





                                       78
<PAGE>   82
         (e)     If any claim, suit, or proceeding is brought against the TRUST
         and/or THIS PLAN to which the TRUSTEE or the ADMINISTRATOR may be a
         party, and such claim, suit, or proceeding is resolved in favor of the
         TRUSTEE or ADMINISTRATOR, they shall be entitled to be reimbursed from
         the TRUST FUND for any and all costs, attorney's fees, and other
         expenses incurred by them for which they shall have become liable.

         (f)     Every FIDUCIARY, except a bank or an insurance company, unless
         exempted by the ACT and its regulations, shall be bonded in an amount
         not less than 10% the amount of the funds such FIDUCIARY handles;
         however, the minimum bond shall be $1,000 and the maximum bond,
         $500,000.  The amount of funds handled are determined at the beginning
         of each PLAN YEAR by the amount of funds handled by such person,
         group, or class to be covered and their predecessors, if any, during
         the preceding PLAN YEAR, by the amount of the funds to be handled
         during the then current year.  The bond shall provide protection to
         THIS PLAN against any loss for acts of fraud or dishonesty by the
         FIDUCIARY alone or in connivance with others.  The surety shall be a
         corporate surety company (as is used in ACT Section 412(a)(2)), and
         the bond shall be in a form approved by the Secretary of Labor.
         Notwithstanding the above, the cost of such bonds shall be an expense
         of and may, at the election of the ADMINISTRATOR, be paid from the
         TRUST FUND or by TOM BROWN.

         (g)     Any insurer who  issues CONTRACTS has no responsibility for
         the validity of THIS PLAN nor for the tax or legal aspects of THIS
         PLAN.  The insurer is protected and held harmless in acting by any
         written direction of the TRUSTEE, and has no duty to see to the
         application of any funds paid to the TRUSTEE, nor be required to
         question any actions directed by the TRUSTEE.  Regardless of THIS
         PLAN, the insurer has not be required to take or permit any action or
         allow any benefit or privilege contrary to the terms of any CONTRACT
         which it issues, nor the rules of the insurer.

         (h)     The "NAMED FIDUCIARIES" of THIS PLAN are (1) TOM BROWN, (2)
         the ADMINISTRATOR and (3) the TRUSTEE.  The NAMED FIDUCIARIES shall
         have only those specific powers, duties, responsibilities, and
         obligations as are specifically given them in THIS PLAN.  In general,
         TOM BROWN has the sole responsibility for making the CONTRIBUTIONS in
         subsection 2.18; and has the sole authority to appoint and remove the
         TRUSTEE and the ADMINISTRATOR; to formulate THIS PLAN's "FUNDING
         POLICY AND METHOD"; and to amend or terminate, in whole or in part,
         THIS PLAN.

                 The ADMINISTRATOR has the sole responsibility for the
         administration of THIS PLAN, specifically described in THIS PLAN.

                 The TRUSTEE has the sole responsibility of management of the
         assets held in the TRUST FUND, except those assets, the management of
         which has been assigned to an INVESTMENT MANAGER, who is solely
         responsible for the management of the assets assigned to it, as
         specifically provided in THIS PLAN.




                                       79
<PAGE>   83
                Each named FIDUCIARY warrants that any directions given,
         information furnished, or action taken by it shall be by the provisions
         of THIS PLAN, authorizing or providing for such direction, information
         or action.  Furthermore, each named FIDUCIARY may rely upon any such
         direction, information or action of another named FIDUCIARY as being
         proper by THIS PLAN, and is not required by THIS PLAN to inquire into
         the propriety of any such direction, information or action.  By THIS
         PLAN each named FIDUCIARY shall be responsible for the proper exercise
         of its own powers, duties, responsibilities and obligations in THIS
         PLAN.  No named FIDUCIARY shall guarantee the TRUST FUND in any manner
         against investment loss or depreciation in asset value.  Any person or
         group may serve in more than 1 FIDUCIARY capacity.  The "NAMED
         FIDUCIARIES" shall be empowered to interpret THIS PLAN and Trust and to
         resolve ambiguities, inconsistencies and omissions, which findings
         shall be binding, final and conclusive.
        
         (i)     The headings and subheadings of THIS PLAN are inserted for
         convenience of reference and are to be ignored in any construction of
         THIS PLAN.

         (j)     (1)      Notwithstanding anything in THIS PLAN, CONTRIBUTIONS
                          to THIS PLAN for 1996 and thereafter are conditioned
                          upon the qualification of THIS PLAN as amended and
                          restated by CODE SECTION 401.  If THIS PLAN receives
                          an adverse determination for its restatement and
                          amendment, THIS PLAN may return such Contributions to
                          TOM BROWN within 1 year after such determination, if
                          the application for the determination is made by the
                          time prescribed by law for filing TOM BROWN'S return
                          for the taxable year in which THIS PLAN was adopted,
                          or such later date as the Secretary of the Treasury
                          may prescribe.

                 (2)      Notwithstanding the above, except in subsections 1.5,
                          1.6, and 2.18, any CONTRIBUTION by TOM BROWN to the
                          TRUST FUND is conditioned upon the deductibility of
                          the CONTRIBUTION by TOM BROWN by the CODE, and, to
                          the extent any such deduction is disallowed, TOM
                          BROWN may, within 1 year following the disallowance
                          of the deduction, demand repayment of such disallowed
                          contribution, and the TRUSTEE shall return such
                          contribution within 1 year following the
                          disallowance.  Earnings of THIS PLAN attributable to
                          the excess contribution may not be returned to TOM
                          BROWN, but any losses attributable thereto must
                          reduce the amount so returned.

         (k)     All THIS PLAN shall be interpreted and applied in a uniform,
         nondiscriminatory manner.  In any conflict between THIS PLAN and any
         CONTRACT, THIS PLAN'S provisions control.





                                       80
<PAGE>   84
IN WITNESS WHEREOF, the Employer and Trustee hereby cause this Plan to be
executed on this ___________ day of ______________________, 19____.




EMPLOYER:

TOM BROWN, INC.                            TRUSTEE:

By:                                        By:
  ----------------------------               --------------------------------





                                       81
<PAGE>   85
                                     INDEX

<TABLE>
<S>                                                                                                           <C>
1-Year Break in Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4-6, 50, 51
414(s) Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11, 15, 16, 18, 34
5% Owner  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11, 16, 34, 38
Account . . . . . . . . . . . . . . . . . . . . . . . . . . . .  7-23, 25-36, 38-42, 45-57, 59, 60, 62, 65-70, 73, 76, 78
         Account Balances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  21, 51
         Accounts . . . . . . . . . . . . . .  7, 15, 19-21, 23-25, 27-29, 33, 39, 42, 43, 46, 50, 55, 62, 64, 65, 68, 71
         Terminated Participant's Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  47
Accrued Benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  5, 7, 19, 20, 23
         Participant's Accrued Benefit  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7, 23
         Present Value of Accrued Benefits  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19, 20
Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  2, 6, 54, 57-62, 64, 66, 68-70, 73, 78, 79
Actual Contribution Percentage  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10, 15-18, 26, 32, 33, 35, 36
Actual Deferral Percentage  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10-13, 17, 25, 26, 31, 32, 35, 36
Administrator . . . . . . .  2, 4, 8, 10, 13, 15, 17, 18, 21, 24-26, 29-31, 39, 40, 43, 45-50, 52-55, 57-62, 64-75, 77-79
Aggregate Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19-21, 33
Aggregation Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19, 20, 22, 23, 39, 40
Alternate Payee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  55
amounts transferred from other Qualified Plans  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  30, 41
Annual Addition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22, 27-29, 31, 34, 41
         Maximum Annual Additions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  27, 29, 41
Beneficiary . . . . . . . . . . . . . . . . . . . . . . . . . . 10, 25, 30, 42, 43, 45, 46, 54-56, 66, 70, 72, 73, 77, 78
         Beneficiaries  . . . . . . . . . . . . . . . . . . . . . . . . . . .  38, 39, 44, 57, 58, 60, 61, 66, 70, 76, 78
Code Section  . .  1, 3, 4, 6, 8, 10-17, 19, 21, 22, 24, 25, 27-34, 36-39, 41-43, 45, 48, 52-57, 59, 69-71, 73-76, 78, 80
         Code Sections  . . . . . . . . . . . . . . . . . . . . . . . . . . 3, 11, 12, 16, 23, 27, 28, 33, 37, 38, 40, 54
Compensation  . . . . . . . . . . . . . . . . . . . . . . . 3-5, 7, 8, 11, 14-16, 18, 19, 21-23, 25-29, 32-39, 60, 64, 67
         Participant's Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . .  7, 21, 22, 26-29, 32, 34, 35
Contract  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33, 55, 59, 62, 69-71, 79, 80
         Contracts  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  21, 24, 47, 62, 64, 72, 77, 79
         Policy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4, 55, 57, 60, 62, 73, 79
Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . 3-5, 7, 9-29, 31-36, 40, 48-50, 53, 59, 62, 76, 78-80
         Excess Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13, 14, 17, 32, 35, 36, 78
         Qualified Non-Elective Contributions . . . . . . . . . . . . . . . . .  7, 10, 11, 13, 14, 17-19, 31, 32, 35, 36
Deferral Election . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7, 31, 32, 35
Determination Dates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  40
Direct Rollover . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  41, 54
Disability  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  5, 6, 22, 46, 47, 51, 52, 56, 60, 75
Distributee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  41, 42, 44, 54, 56, 57
DOL Regulations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  25
Earnings  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7, 21, 25, 36, 41, 51, 52, 76, 78, 80
</TABLE>





                                       82
<PAGE>   86
<TABLE>
<S>                                                                          <C>
Elective Deferral . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  7-11, 13, 14, 24, 26, 29, 31, 32, 35, 52, 54
         Elective Deferrals . . . . . . . . . . . . . . . . . . . . . . . . . . .  7-18, 21, 24, 25, 29-32, 34-36, 53, 54
         Employer's Elective Deferral . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11, 26
         Participant's Elective Deferral  . . . . . . . . . . . . . . . . . . . . . . . . .  8-10, 13, 26, 31, 32, 52, 54
         Participant's Elective Deferral Account  . . . . . . . . . . . . . . . . . . . . . . . 9, 10, 13, 26, 31, 52, 54
Eligible Rollover Distribution  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  41, 42, 54, 56, 57
Excess Aggregate Contribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18
         Excess Aggregate Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15, 17-19, 34-36
Excess Amount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8, 29, 34
Excess Deferrals  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19, 35
Excess Elective Deferral  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  8, 9, 29, 31
         Excess Elective Deferrals  . . . . . . . . . . . . . . . . . . . . . . . . . .  8-11, 13, 15, 17, 29, 31, 32, 36
Family Member . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11, 12, 16, 18, 34, 36, 39
         Family Member's Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  34
         Family Members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11, 12, 16, 18, 34
Fiduciary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  57, 65, 79, 80
         Fiduciaries  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  58, 79, 80
         named Fiduciaries  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  79, 80
Forfeiture  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2, 25, 30, 33, 40, 41, 49, 55, 71, 76
         Forfeitures  . . . . . . . . . . . . . . . . . . . . . . . . . . .  7, 21-24, 26, 27, 29, 31, 40, 41, 50, 62, 76
funding policy and method . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  57, 60, 79
Highly Compensated Employee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10-12, 14, 16-19, 34, 36-39
         Highly Compensated Employee group  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10, 11, 17, 18
         Highly Compensated Employees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11-14, 16-19, 32, 34-38
         Highly Compensated Former Employees  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  37, 38
         Highly Compensated Participant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11, 12, 15, 16, 38
Income  . . . . . . . . . . . . . . . . . . . . 3, 6, 8, 9, 13, 14, 17, 18, 27, 33, 36, 37, 42, 54-56, 61, 62, 67, 77, 78
Investment Manager  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  60, 79
Key and Non-Key Employees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19, 20
Key Employee  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19, 20, 22, 26, 27, 38-40
         Key Employee's Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  22
Matching Contributions  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7, 9, 10, 13, 15-17, 21, 26, 32, 35
Maximum Aggregate Amount  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  28
Non-Elective Contribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10, 11, 14, 19, 31, 35
         Non-Elective Contribution Account  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10, 11
         Non-Elective Contributions . . . . . . . . . . . . . . . . . . . . . . 7, 10, 11, 13, 14, 18, 19, 31, 32, 35, 36
Non-Elective Deferral . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  14, 26, 31, 32, 35, 52
         Non-Elective Deferrals . . . . . . . . . . . . . . . . . . . . . . . . . . .  15, 16, 18, 24, 25, 31, 32, 34, 35
Non-Highly Compensated Employee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10, 17-19, 39
         Non-Highly Compensated Employee group  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10, 17, 18
         Non-Highly Compensated Employee's Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  14, 19
         Non-Highly Compensated Employee's Elective Deferral Account  . . . . . . . . . . . . . . . . . . . . . . . .  11
         Non-Highly Compensated Employees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  14, 19
</TABLE>





                                       83
<PAGE>   87
<TABLE>
<S>                                                                                                                    <C>
         Non-Highly Compensated Participant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15
         Non-Highly Compensated Participant group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15
Non-Key Employee  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19, 26, 39
         Non-Key Employee's Elective Deferral . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  26
         Non-Key Employees  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19, 20
Nonallocation Period  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  74, 75
Participant . . . . . . . . . . . . . . 2-4, 7, 8, 10-12, 15-17, 19, 21-23, 25-36, 38-57, 59, 60, 62, 64-66, 69-73, 76-78
         Employee . . . . . . . . . . . . . . . . . .  1-8, 10-12, 14-20, 22-30, 32-41, 43, 48, 52, 53, 61, 65, 71-74, 76
         Employee's Participant Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  76
         Employees  . . . . . . . . . . . . . . . . . . . . . . . .  1, 3-5, 11-20, 22, 24, 28, 32, 34-39, 45, 58, 59, 77
         Former Participant . . . . . . . . . . . . . . . . . . . . . . . . . . 3, 19, 23, 42, 44, 46, 50, 51, 54, 56, 57
         Former Participants  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  21, 29, 78
         Leased Employees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4, 37, 39
         Participants . . . . . . . . . . . 1, 9, 11, 12, 16, 21-24, 26, 29, 30, 32, 35, 41, 57-62, 66, 68, 70, 71, 75-78
         Qualified Participant  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  42, 56
         Retired Participant  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  56
Participant Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  27
Permissive Aggregation Group  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  39, 40
Plan Year . . . . . . . . . . . . . . . . . . . .  1, 2, 6-27, 32-39, 41, 42, 44, 46-49, 51, 52, 54-56, 61, 67-69, 73, 79
         Limitation Year  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27-29, 41
         Plan Years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12, 17, 20, 38, 39
Put Option  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43-45, 74
Qualified Domestic Relations Order  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  42, 55, 57, 73, 78
Qualified Election Period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  42
Qualified Non-Elective Account  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  54
Qualified Non-Elective Contribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10, 11, 14, 19, 31, 35
Qualified Non-Elective Deferral . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  14, 26, 31, 32, 35, 52
         Participant's Qualified Non-Elective Deferral Account  . . . . . . . . . . . . . . . . . . . . . . . . . . .  26
         Qualified Non-Elective Deferral Account  . . . . . . . . . . . . . . . . . . . . . . . . . .  14, 26, 31, 35, 52
         Qualified Non-Elective Deferrals . . . . . . . . . . . . . . . . . . . . . .  15, 16, 18, 24, 25, 31, 32, 34, 35
Qualified Plan  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  27, 30, 31, 37, 39, 41, 59
Qualified Voluntary Employee Contribution Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  40
Qualifying Employer Real Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  69
Qualifying Employer Securities  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  69
registration-type class of securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  66
Regulations . . . . . . . . . . . . . . . . . . 5, 6, 8, 15, 23, 25, 27-30, 36-38, 44, 48, 54, 59, 60, 68, 70, 71, 76, 79
Required Aggregation Group  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  22, 23, 39, 40
Retirement  . . . . . . . . . . . . .  1, 3, 6, 10, 22, 25, 27, 30, 37, 41, 42, 46, 47, 51, 54-57, 60, 62, 70, 73, 75, 78
         Earliest Retirement Age  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  55
         Eligible Retirement Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  42, 54, 57
         Late Retirement Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  46, 55, 56
         Normal Retirement Age  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51, 54-56
         Normal Retirement Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10, 25, 30, 46, 55, 56
</TABLE>





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<PAGE>   88
<TABLE>
<S>                                                                                                <C>
         Retirement Date  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10, 25, 30, 46, 55, 56
Section 411(d)(6) protected benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  31, 70, 71, 77
Section 415 Suspense Account  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  29, 41
Service . . . . . . . . . . . . . . . . . . . . . 1, 2, 4-6, 19, 22, 23, 26-28, 37, 39, 41, 47-51, 53, 54, 56, 60, 71, 76
         authorized leave of absence  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
         authorized leaves of absence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
         Hour of Service  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4-6, 48
         Hours of Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4-6, 23, 56, 60
         maternity and paternity leaves of absence  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
         Year of Service  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1, 5, 6, 22, 26, 50, 51
         Years of Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  4, 28, 48-51, 56, 60
Super Top Heavy Plan  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19, 20, 29
Termination . . . . . . . . . . . . . . . . . . . . . . . . .  2, 6, 8, 23, 37, 41, 46, 47, 49-52, 60, 70, 71, 75, 76, 78
         Participant's Termination  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  47, 51, 52
         Terminate  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  71, 79
         Terminated Participant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  41, 47, 48, 56
This Plan . . . . . . . . . . . . . . . . . . . . . 1-3, 6-11, 14, 18-20, 22-26, 28-32, 34-36, 38-46, 48-63, 65-71, 73-81
Tom Brown . . . . . . .  i, 1-6, 8, 10-12, 14, 16, 17, 19, 21-28, 30, 32, 33, 35-40, 42-45, 47, 50-55, 57-62,64-71, 73-81
         Affiliated Employer  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1, 5, 6, 37, 39, 52, 76
         Affiliated Employers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  74
         Employer . . . . . . . . . . . . . . .  1-7, 13, 14, 20-29, 32-34, 37-39, 42, 48, 50, 52, 56, 60, 69, 76, 77, 81
         Employers  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  21, 28, 38, 74
         Participating Employer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2, 3, 6, 24, 60, 76, 77
         Tom Brown, Inc.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . i, 1, 6, 75, 81
Tom Brown Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21, 24, 38, 42-45, 47, 59, 61, 64-66, 73-76
         Offered Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  43
         Selling Participant  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  43
         Third Party  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43-45
Top Heavy Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19, 40
Top Heavy Plan  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19, 20, 22, 29, 36, 39, 40, 48, 49
         Top Heavy Plan Year  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19, 22, 39, 48
Top Paid Group  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  37, 39
Total Distribution  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  44
Trust Fund  . . . . . . . . . . . . . . . . . . . . . . . . . 5, 21, 25, 26, 30, 41, 43, 45, 47, 51, 60, 61, 63-72, 74-80
         Trust Funds  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  57
Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8, 10, 18, 24-26, 30, 42, 45-48, 52, 54, 55, 57-73, 75-81
         Trustees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  68, 78
Valuation Date  . . . . . . . . . . . . . . . . . . . . . . . . .  20, 21, 25, 26, 30, 42, 47, 50, 52, 54, 55, 67, 75, 76
Vested  . . . . . . . . . . . . . . . . . . . . . . . . . .  9, 13, 25, 30, 40, 41, 46-51, 53, 55, 56, 68, 69, 71, 73, 78
Voluntary Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  25, 40
         Voluntary Employee Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . 14-20, 29, 34, 35, 40, 53
</TABLE>





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