<PAGE>   1
                                                                EXHIBIT 10(a)(a)




                                    AMRESCO

                         DEFERRED COMPENSATION PROGRAM





                       (Effective As of January 1, 1996)
<PAGE>   2
                                    AMRESCO
                         DEFERRED COMPENSATION PROGRAM

                               TABLE OF CONTENTS


<TABLE>
<S>                                                       <C>
ARTICLE I - INTRODUCTION AND ESTABLISHMENT  . . . . . . .   I-1
ARTICLE II - DEFINITIONS  . . . . . . . . . . . . . . . .  II-1
         2.1   Account  . . . . . . . . . . . . . . . . .  II-1
         2.2   Accumulated Earnings . . . . . . . . . . .  II-1
         2.3   Anniversary Date . . . . . . . . . . . . .  II-1
         2.4   Beneficiary  . . . . . . . . . . . . . . .  II-1
         2.5   Class Year Deferral Account  . . . . . . .  II-1
         2.6   Class Year Investment Fund . . . . . . . .  II-1
         2.7   Code . . . . . . . . . . . . . . . . . . .  II-2
         2.8   Company  . . . . . . . . . . . . . . . . .  II-2
         2.9   Compensation . . . . . . . . . . . . . . .  II-2
         2.10  Election Form  . . . . . . . . . . . . . .  II-2
         2.11  Employee . . . . . . . . . . . . . . . . .  II-2
         2.12  Employer . . . . . . . . . . . . . . . . .  II-2
         2.13  ERISA  . . . . . . . . . . . . . . . . . .  II-2
         2.14  Participant  . . . . . . . . . . . . . . .  II-2
         2.15  Plan . . . . . . . . . . . . . . . . . . .  II-2
         2.16  Plan Administrator . . . . . . . . . . . .  II-2
         2.17  Plan Year  . . . . . . . . . . . . . . . .  II-2
         2.18  Surviving Spouse . . . . . . . . . . . . .  II-2
         2.19  Valuation Date . . . . . . . . . . . . . .  II-2
ARTICLE III - PARTICIPATION . . . . . . . . . . . . . . . III-1
         3.1  Eligibility to Participate  . . . . . . . . III-1
         3.2  Deferral Election . . . . . . . . . . . . . III-1
         3.3  Time and Manner of Election . . . . . . . . III-1
         3.4  Change of Election  . . . . . . . . . . . . III-2
ARTICLE IV - INTEREST OF PARTICIPANTS . . . . . . . . . .  IV-1
         4.1  Accounting for Participants' Interests  . .  IV-1
         4.2  Vesting of a Participant's Account  . . . .  IV-1
         4.3  Distribution of a Participant's Account . .  IV-1
         4.4  Hardship Withdrawals  . . . . . . . . . . .  IV-2
ARTICLE V - PLAN ADMINISTRATOR  . . . . . . . . . . . . .   V-1
         5.1  Members . . . . . . . . . . . . . . . . . .   V-1
         5.2  Action  . . . . . . . . . . . . . . . . . .   V-1
         5.3  Right and Duties  . . . . . . . . . . . . .   V-1
         5.4  Compensation, Indemnity and Liability . . .   V-2
         5.5  Taxes . . . . . . . . . . . . . . . . . . .   V-2
</TABLE>





                                       1
<PAGE>   3
<TABLE>
<S>                                                      <C>
ARTICLE VI - CLAIMS PROCEDURE . . . . . . . . . . . . . .  VI-1
         6.1  Claims for Benefits . . . . . . . . . . . .  VI-1
         6.2  Appeals . . . . . . . . . . . . . . . . . .  VI-1
ARTICLE VII - AMENDMENT AND TERMINATION . . . . . . . . . VII-1
         7.1  Amendments  . . . . . . . . . . . . . . . . VII-1
         7.2  Termination of Plan . . . . . . . . . . . . VII-1
ARTICLE VIII - MISCELLANEOUS  . . . . . . . . . . . . . .VIII-1
         8.1  Limitation on Participant's Rights  . . . .VIII-1
         8.2  Benefits Unfunded . . . . . . . . . . . . .VIII-1
         8.3  Other Plans . . . . . . . . . . . . . . . .VIII-1
         8.4  Receipt or Release  . . . . . . . . . . . .VIII-1
         8.5  Governing Law . . . . . . . . . . . . . . .VIII-1
         8.6  Gender, Tense, and Headings . . . . . . . .VIII-2
         8.7  Successors and Assigns; Nonalienation of
              Benefits. . . . . . . . . . . . . . . . . .VIII-2
</TABLE>





                                       2
<PAGE>   4
                                   ARTICLE I


                         INTRODUCTION AND ESTABLISHMENT

                 AMRESCO, INC.("Company") hereby establishes the AMRESCO
Deferred Compensation Program ("Plan") for the benefit of eligible management
and highly compensated employees of the Company and its affiliated or related
employers.  The purpose of the Plan is to permit eligible employees to defer
receipt of a portion of their salary, bonus and/or commissions to a future year
and to have such deferrals earn a rate of return reflecting the Company's
return on certain investment portfolios.  The terms of this Plan are applicable
only to eligible employees who are actively employed on or after January 1,
1996.




                                     I-1
<PAGE>   5
                                   ARTICLE II


                                  DEFINITIONS


                 When used in this Plan, the following terms shall have the
meanings set forth below unless a different meaning is plainly required by the
context:

                 2.1  "Account" means the records maintained by the Plan
Administrator to determine each Participant's interest under this Plan.  Such
Account may be reflected as an entry in the Company's records, or as a separate
account under a trust, or as a combination of both.  Each Participant's Account
shall consist of one or more subaccounts designated as Class Year Deferral
Accounts to reflect the Plan Year during which such amounts are deferred.  The
Plan Administrator may establish such additional subaccounts as it deems
necessary for the proper administration of the Plan.

                 2.2  "Accumulated Earnings" - The amount of accumulated
earnings of a Class Year Investment Fund through a Valuation Date as determined
by the Plan Administrator.  The amount of accumulated earnings shall be based
upon the overall investment return of the Class Year Investment Fund in which
the Participant's deferrals are deemed to be invested and such other investment
return factors as the Plan Administrator deems appropriate in each case.

                 2.3  "Anniversary Date" means the last day of each Plan Year.

                 2.4  "Beneficiary" means the person or persons last designated
in writing by the Participant to receive the amount in his Account in the event
of such Participant's death; or if no designation shall be in effect at the
time of a Participant's death or if all designated Beneficiaries shall have
predeceased the Participant, then the Beneficiary shall be the following, in
the order listed:

                 (a)  Such Participant's Surviving Spouse, if any;

                 (b)  Otherwise, the Participant's estate.

                 2.5  "Class Year Deferral Account" - The subaccount which has
credited to it the Participant's deferrals for a Plan Year and which is deemed
to be invested in the Class Year Investment Fund (or Funds) designated as
applying to such Plan Year.

                 2.6  "Class Year Investment Fund" - The investment funds,
pools or other investment vehicles in which a Participant's deferrals for a
Plan Year are deemed to be invested





                                      II-1
<PAGE>   6
and whose Accumulated Earnings are used to determine the amount of
distributions pursuant to Section 4.3.

                 2.7  "Code" means the Internal Revenue Code of 1986, as
amended.

                 2.8  "Company" means AMRESCO, INC., a Delaware corporation, or
its successor or successors.

                 2.9  "Compensation" means the Employee's salary, commissions
and bonuses for the Plan Year and shall also include amounts deferred for the
year by the Employee under any other deferred compensation plan of the Company
(whether qualified or nonqualified) or contributed to a welfare plan of the
Company (except to the extent specified by the Company).

                 2.10  "Election Form" means the form prescribed by the Plan
Administrator on which a Participant may specify the amount of his Compensation
that is to be deferred pursuant to the provisions of Article III.

                 2.11  "Employee" means any management or highly compensated
employee of an Employer (as determined by the Company).

                 2.12  "Employer" means the Company and any affiliated or
related employer designated by the Company to participate in the Plan.

                 2.13  "ERISA" means the Employee Retirement Income Security
Act of 1974, as amended.

                 2.14  "Participant" means any Employee who has satisfied the
requirements for participation in this Plan.

                 2.15  "Plan" means the AMRESCO Deferred Compensation Program,
as it may be amended from time to time.

                 2.16  "Plan Administrator" means the committee or individual
appointed pursuant to the provisions of this Plan to administer the Plan.  In
the absence of such appointment, the Company shall be the Plan Administrator.

                 2.17  "Plan Year" means the 12-month period January 1 to
December 31.

                 2.18  "Surviving Spouse" means the spouse the Participant was
legally married to on the earlier of the Participant's benefit commencement
date or date of death.

                 2.19  "Valuation Date" means the Annual Valuation Date,
December 31, and any other date(s) selected by the Plan Administrator in its
sole discretion as of which the value or earnings of Participants' Accounts are
determined.





                                      II-2
<PAGE>   7
                                  ARTICLE III

                                 PARTICIPATION

                 3.1  Eligibility to Participate.  Each year the Company (or
its designee) shall specify the Employees who are eligible to participate in
the Plan for the following Plan Year.   Such eligibility designation may be
made by establishing a minimum compensation level for participation or by the
use of such other criteria, including ownership of stock or rights to acquire
stock of the Company, as the Company (or its designee) deems appropriate from
time to time.  An Employee designated as eligible to participate shall become a
Participant on the (a) the January 1 coincident with or next following his
designation as eligible to participate, or (b) such other eligibility date as
may be specified by the Company (or its designee) in its discretion, provided
in all instances that the Employee completes the Election Form provided for in
Section 3.3 below.

                 3.2  Deferral Election.  Each Participant may elect to defer
any whole percentage or dollar amount of his Compensation in the manner
described in Section 3.3; provided, however, that the Company may establish a
maximum or minimum percentage (or dollar amount) of Compensation that may be
deferred in a year.  For the Plan's first Plan Year, the minimum deferral shall
be $10,000 (except as the Company otherwise provides for a Participant).

                 3.3  Time and Manner of Election.  When an Employee  first
becomes eligible to participate, he may make an election to defer Compensation
prior to the January 1 on which he becomes a Participant.  Such election must
be made prior to the period of service for which the Compensation subject to
the deferral election would otherwise be payable.  Any subsequent deferral
election by the Participant must be made not later than December 31st of the
Plan Year preceding the Plan Year for which the Compensation subject to the
deferral election would otherwise be payable.

                 An election to defer Compensation must be made in writing on
an Election Form and must be filed with the Plan Administrator within the time
period prescribed by the Plan Administrator.  The Election Form must specify
the percentage or dollar amount of Compensation to be deferred.  If a
Participant fails to file a properly completed and duly executed Election Form
with the Plan Administrator by the prescribed time, he will be deemed to have
elected not to defer any Compensation under this Plan for the following Plan
Year, except to the extent the Plan Administrator in its sole discretion
permits an extension of the election period.  Except as provided in Section
3.4, a Participant may not, after the applicable election date discontinue his
election to participate or change the percentage





                                     III-1
<PAGE>   8
or dollar amount of Compensation he has elected to defer for a Plan Year.

                 The Participant shall designate on the Election Form (or on a
separate form provided by the Plan Administrator) a Beneficiary to receive
payment of amounts in his Account in the event of his death.  If the
Participant is married and designates someone other than his spouse to receive
all or a portion of his Account upon his death, his spouse shall be required to
consent to such election in the manner established by the Plan Administrator.
In the absence of such spousal consent, the Surviving Spouse shall be the
Beneficiary of the Participant's Account.

                 3.4  Change of Election.  Upon demonstration of severe
financial hardship to the Plan Administrator, a Participant may during the Plan
Year terminate his election to defer and discontinue future deferrals of
Compensation under this Plan.  In the event of such discontinuance,
Compensation earned for services subsequent to such termination notice will be
paid directly to the Participant and will not be subject to his prior deferral
election.  The Plan Administrator shall in its sole discretion determine
whether a Participant has demonstrated severe financial hardship under this
Section 3.4.  A Participant who elects to discontinue participation in the Plan
for a Plan Year may not recommence participation in the Plan until the second
Plan Year following the Plan Year in which he discontinues deferrals (or such
later Plan Year in which he is again eligible to participate), provided the
Participant completes and executes the required Election Form.





                                     III-2
<PAGE>   9
                                   ARTICLE IV

                            INTEREST OF PARTICIPANTS

                 4.1  Accounting for Participants' Interests.

                 (a)  Deferral Account.  A Participant's Class Year Deferral
Account shall be credited with the amounts of Compensation deferred by the
Participant under this Plan for the Plan Year.  The timing and manner in which
amounts are credited to Participants' Class Year Deferral Accounts and the
establishment of subaccounts for a Plan Year (if any) shall be determined by
the Company and the Plan Administrator in their discretion; provided, that it
is the Company's intention that deferral amounts shall be contributed to the
Plan as early as practical in the Plan Year, subject to tax and other
withholding obligations.

                 (b)  Account Earnings.  The Participant's Class Year Deferral
Account shall be credited with earnings as provided in this subsection (b).
The earnings rate credited to the Participant's Class Year Deferral Account
will be determined on a class year basis assuming the amounts credited to his
Class Year Deferral Account during a Plan Year were invested in the Class Year
Investment Fund (or Funds) that the Plan Administrator from time to time
designates as applying to such Plan Year.  The Participant's Class Year
Deferral Account shall be deemed to be invested in the Class Year Investment
Fund (or Funds) and neither the Company nor any trust established in connection
with this Plan shall be required to invest in any such deemed investment funds
or in any other investments.

                 4.2  Vesting of a Participant's Account.  A Participant's
interest in the value of his Account shall at all times be 100% vested and
nonforfeitable.

                 4.3  Distribution of a Participant's Account  (a)  Unless
distributed earlier as provided in subsection (b) below, the Participant's
Class Year Deferral Account shall be distributed in cash in a lump sum in the
Plan Year commencing ten (10) years after the Plan Year during which the
amounts were deferred to the Class Year Deferral Account.  The distribution
method provided in subsection (b) below shall apply in the event of a
Participant's retirement, death, total and permanent disability or other
termination of employment, unless the Company establishes a different uniform
rule for specific events.

                 (b)  The Participant's Class Year Deferral Account shall be
distributed commencing in the third Plan Year following the end of the Plan
Year in which amounts were deferred to the Class Year Deferral Account and
shall continue in each Plan Year thereafter.  The distribution each Plan Year
shall be an amount equal to the Accumulated Earnings credited to the Class Year
Deferral Account as of the Annual Valuation Date of the Plan Year





                                      IV-1
<PAGE>   10
immediately preceding the Plan Year of distribution (less any prior Plan
Years's distribution of such Accumulated Earnings), provided that the Plan
Administrator shall have the sole discretion to increase or decrease the amount
of distributions for a Plan Year from the amount of Accumulated Earnings, but
not by more than 20% from the amount otherwise provided in this subsection (b).
The amounts shall be distributed quarterly or at such other times as the Plan
Administrator determines.

                 (c)  The Company may under this Plan provide the Participant
the right to elect to defer to a later date the distributions under subsection
(b) above.  The Company (or its designee) shall establish the procedures and
requirements for any such further deferrals.

                 4.4  Hardship Withdrawals. A Participant who is suffering an
unforeseen and severe financial hardship as a result of an illness or accident
of the Participant or his immediate family, or loss of Participant's property
due to casualty, or for such other reasons as the Plan Administrator may
establish, may file a written request with the Plan Administrator for
distribution of all or a portion of the vested amount credited to his Account.
The Plan Administrator shall have the sole discretion to determine whether to
grant a Participant's hardship request and the amount to distribute to the
Participant, which may be limited solely to the amount deferred by the
Participant (without any earnings).  The Plan Administrator shall not authorize
distribution of an amount in excess of that reasonably necessary to alleviate
the Participant's hardship.  Any Participant who receives a hardship withdrawal
under this section shall not be eligible to make additional deferrals of
Compensation to the Plan for the remainder of the Plan Year of withdrawal and
the following Plan Year.





                                      IV-2
<PAGE>   11
                                   ARTICLE V

                               PLAN ADMINISTRATOR

                 5.1  Members.  The Plan Administrator shall be a committee or
an individual appointed by the Company to serve at its pleasure, provided that
in the absence of such appointment the Company shall be the Plan Administrator
and shall have the duties of the Plan Administrator provided for herein.
Members of the committee shall not be required to be employees of the Company
or Participants.  Any committee member may resign by giving notice, in writing,
filed with the Company.

                 5.2  Action.  Action of the Plan Administrator may be taken
with or without a meeting of committee members; provided, however, that any
action shall be taken only upon the vote or other affirmative expression of a
majority of the committee members qualified to vote with respect to such
action.  If a member of the committee or the appointed individual is a
Participant in the Plan, he shall not participate in any decision which solely
affects his own Account.  The Plan Administrator shall for purposes of
administering the Plan choose a secretary who shall keep minutes of the Plan
Administrator's proceedings and all records and documents pertaining to the
administration of this Plan.  The secretary may execute any certificate or any
other written direction on behalf of the Plan Administrator.

                 5.3  Right and Duties.  The Plan Administrator shall
administer and manage the Plan and shall have all powers necessary to
accomplish that purpose, including (but not limited to) the following:

                 (a)  To construe, interpret, and administer this Plan;

                 (b)  To make allocations and determinations required by this
Plan, and to maintain records regarding Participants' Accounts;

                 (c)  To compute and certify to the Company the amount and
kinds of benefits payable to Participants or their beneficiaries, and to
determine the time and manner in which such benefits are to be paid;

                 (d)  To authorize all disbursements by the Company pursuant to
this Plan;

                 (e)  To maintain (or cause to be maintained) all the necessary
records of the administration of this Plan;

                 (f)  To make and publish such rules for the regulation of this
Plan as are not inconsistent with the terms hereof;





                                      V-1
<PAGE>   12
                 (g)  To delegate to other individuals or entities from time to
time the performance of any of its duties or responsibilities hereunder;

                 (h)  To designate the applicable Class Year Investment Funds
under Section 4.1(b) of the Plan; and

                 (i)  To hire agents, accountants, actuaries, consultants and
legal counsel to assist in operating and administering the Plan.

                 The Plan Administrator shall have the exclusive discretionary
authority to construe and to interpret the Plan, to decide all questions of
eligibility for benefits and to determine the amount and manner of payment of
such benefits, and its decisions on such matters shall be final and conclusive
on all parties.

                 5.4  Compensation, Indemnity and Liability.  The Plan
Administrator shall serve as such without bond and without compensation for
services hereunder.  Except to the extent the Plan Administrator elects to
charge certain Plan expenses against Participant deferrals, all expenses of the
Plan and the Plan Administrator shall be paid by the Company.  If the Plan
Administrator is a committee, no member of the committee shall be liable for
any act or omission of any other member of the committee, nor for any act or
omission on his own part, excepting his own willful misconduct.  The Company
shall indemnify and hold harmless the Plan Administrator and each member of the
committee, if any, against any and all expenses and liabilities, including
reasonable legal fees and expenses, arising out of his membership on the
committee, excepting only expenses and liabilities arising out of his own
willful misconduct.

                 5.5  Taxes.  If the whole or any part of any Participant's
Account shall become liable for the payment of any estate, inheritance, income,
or other tax which the Company shall be required to pay or withhold, the
Company shall have the full power and authority to withhold and pay such tax
out of any monies or other property in its hand for the account of the
Participant whose interests hereunder are so liable.  The Company shall provide
the Participant notice of such withholding.  Prior to making any payment, the
Company may require such releases or other documents from any lawful taxing
authority as it shall deem necessary.





                                      V-2
<PAGE>   13
                                   ARTICLE VI

                                CLAIMS PROCEDURE

                 6.1  Claims for Benefits.  If a Participant or beneficiary
(hereafter, "Claimant") does not receive timely payment of any benefits which
he believes are due and payable under the Plan, he may make a claim for
benefits to the Plan Administrator.  The claim for benefits must be in writing
and addressed to the Plan Administrator or to the Company.  If the claim for
benefits is denied, the Plan Administrator shall notify the Claimant in writing
within 90 days after the Plan Administrator initially received the benefit
claim.  However, if special circumstances require an extension of time for
processing the claim, the Plan Administrator shall furnish notice of the
extension to the Claimant prior to the termination of the initial 90-day period
and such extension shall not exceed one additional, consecutive 90-day period.
Any notice of a denial of benefits shall advise the Claimant of the basis for
the denial, any additional material or information necessary for the Claimant
to perfect his claim, and the steps which the Claimant must take to have his
claim for benefits reviewed.

                 6.2  Appeals.  Each Claimant whose claim for benefits has been
denied may file a written request for a review of his claim by the Plan
Administrator.  The review of the denied claim will be made by a committee
appointed by the Company.  The request for review must be filed by the Claimant
within 60 days after he received the written notice denying his claim.  The
decision on review will be made within 60 days after receipt of a request for
review and shall be communicated in writing to the Claimant.  Such written
notice shall set forth the basis for the decision.  If there are special
circumstances which require an extension of time for completing the review, the
decision shall be rendered not later than 120 days after receipt of a request
for review.





                                      VI-1
<PAGE>   14

                                  ARTICLE VII

                           AMENDMENT AND TERMINATION

                 7.1  Amendments.  The Company (or its designee) shall have the
right in its sole discretion to amend this Plan in whole or in part at any
time; provided, however, that no such amendment shall reduce the amounts
credited at that time to any Participant's Account.  Any amendment shall be in
writing and executed by a duly authorized officer of the Company.  All
Participants shall be bound by such amendment.

                 7.2  Termination of Plan.  The Company expects to continue
this Plan, but does not obligate itself to do so.  The Company reserves the
right to discontinue and terminate the Plan at any time, in whole or in part,
for any reason (including a change, or an impending change, in the tax laws of
the United States or any State).  If the Plan is terminated, the Plan
Administrator shall be notified of such action in a writing executed by a duly
authorized officer of the Company, and the Plan shall be terminated at the time
therein set forth.  Termination of the Plan shall be binding on all
Participants, but in no event may such termination reduce the amounts credited
at that time to any Participant's Account.  If this Plan is terminated, amounts
theretofore credited to Participants' Accounts shall either be paid in a lump
sum immediately, or distributed in some other manner consistent with this Plan,
as determined by the Plan Administrator in its sole discretion.





                                     VII-1
<PAGE>   15
                                  ARTICLE VIII

                                 MISCELLANEOUS

                 8.1  Limitation on Participant's Rights.  Participation in
this Plan shall not give any Participant the right to be retained in the
Company's employ or any right or interest in this Plan or any assets of the
Company other than as herein provided.  The Company reserves the right to
terminate the employment of any Participant without any liability for any claim
against the Company under this Plan, except to the extent provided herein.

                 8.2  Benefits Unfunded.  The benefits provided by this Plan
shall be unfunded.  All amounts payable under this Plan to Participants shall
be paid from the general assets of the Company, and nothing contained in this
Plan shall require the Company to set aside or hold in trust any amounts or
assets for the purpose of paying benefits to Participants.  This Plan shall
create only a contractual obligation on the part of the Company, and
Participants shall have the status of general unsecured creditors of the
Company under the Plan with respect to amounts of Compensation they defer
hereunder or any other obligation of the Company to pay benefits pursuant
hereto.  Any funds of the Company available to pay benefits pursuant to the
Plan shall be subject to the claims of general creditors of the Company, and
may be used for any purpose by the Company.

                 Notwithstanding the preceding paragraph, the Company may at
any time transfer assets to the Trust for purposes of paying all or any part of
its obligations under this Plan.  However, to the extent provided in the Trust
only, such transferred amounts shall remain subject to the claims of general
creditors of the Company.  To the extent that assets are held in the Trust when
a Participant's benefits under the Plan become payable, the Plan Administrator
shall direct the trustee to pay such benefits to the Participant from the
assets of the Trust.

                 8.3  Other Plans.  This Plan shall not affect the right of any
eligible Employee or Participant to participate in and receive benefits under
and in accordance with the provisions of any other employee benefit plans which
are now or hereafter maintained by the Company, unless the terms of such other
employee benefit plan or plans specifically provide otherwise.

                 8.4  Receipt or Release.  Any payment to a Participant in
accordance with the provisions of this Plan shall, to the extent thereof, be in
full satisfaction of all claims against the Plan Administrator, the Company and
any Employer, and the Plan Administrator may require such Participant, as a
condition precedent to such payment, to execute a receipt and release to such
effect.

                 8.5  Governing Law.  This Plan shall be construed,
administered, and governed in all respects in accordance with





                                     VIII-1
<PAGE>   16
ERISA and, to the extent not preempted by ERISA, in accordance with the laws of
the State of Texas.  If any provisions of this instrument shall be held by a
court of competent jurisdiction to be invalid or unenforceable, the remaining
provisions hereof shall continue to be fully effective.

                 8.6  Gender, Tense, and Headings.  In this Plan, whenever the
context so indicates, the singular or plural number and the masculine,
feminine, or neuter gender shall be deemed to include the other.  Headings and
subheadings in this Plan are inserted for convenience of reference only and are
not considered in the construction of the provisions hereof.

                 8.7  Successors and Assigns; Nonalienation of Benefits.  This
Plan shall inure to the benefit of and be binding upon the parties hereto and
their successors and assigns; provided, however, that the amounts credited to
the Account of a Participant shall not (except as provided in Section 5.5) be
subject in any manner to anticipation, alienation, sale, transfer, assignment,
pledge, encumbrance, charge, garnishment, execution or levy of any kind, either
voluntary or involuntary, and any attempt to anticipate, alienate, sell,
transfer, assign, pledge, encumber, charge or otherwise dispose of any right to
any benefits payable hereunder, including, without limitation, any assignment
or alienation in connection with a separation, divorce, child support or
similar arrangement, shall be null and void and not binding on the Plan or the
Company.

                 IN WITNESS WHEREOF, the Company has caused this Plan to be
executed by its duly authorized officers to be effective January 1, 1996.


                                        AMRESCO, INC.



                                        By:________________________





                                     VIII-2