
<PAGE>
 
                                 EXHIBIT 99(a)

              COMPUSA INC. DEFERRED COMPENSATION PLAN (AS AMENDED)
<PAGE>
 
                                  COMPUSA INC.
                           DEFERRED COMPENSATION PLAN
           (As Amended and Restated Effective as of November 1, 1995)

<PAGE>
                                 COMPUSA, INC.
                          DEFERRED COMPENSATION PLAN
          (As Amended and Restated Effective as of November 1, 1995)


 
                       TABLE OF CONTENTS



                                                  Page
                                                  ----

                         ARTICLE I
                         DEFINITIONS



      1.1  "401(k) Plan"....................................    1
      1.2  "401(k) Plan Election"...........................    1
      1.3  "Affiliate"......................................    1
      1.4  "Beneficiary"....................................    1
      1.5  "Board"..........................................    1
      1.6  "Change In Control"..............................    1
      1.7  "Code"...........................................    1
      1.8  "Committee"......................................    1
      1.9  "Common Stock"...................................    2
     1.10  "Company"........................................    2
     1.11  "Compensation"...................................    2
     1.12  "Compensation Committee".........................    2
     1.13  "Compensation Deferrals".........................    2
     1.14  "Disability".....................................    2
     1.15  "Eligible Employee"..............................    2
     1.16  "Employers"......................................    2
     1.17  "ERISA"..........................................    2
     1.18  "Financial Hardship".............................    2
     1.19  "Hypothetical Investment Funds"..................    2
     1.20  "Matching Contributions".........................    3
     1.21  "Maximum 401(k) Plan Amount".....................    3
     1.22  "Normal Retirement Date".........................    3
     1.23  "Participant"....................................    3
     1.24  "Participant's Account"..........................    3
     1.25  "Plan"...........................................    3
     1.26  "Plan Year"......................................    3
     1.27  "Supplemental Matching Contributions"............    3
     1.28  "Trust"..........................................    3
     1.29  "Year of Vesting Service"........................    3

                                   ARTICLE II
                                 PARTICIPATION

 
      2.1  Participation....................................    3
           2.1.1  Initial Elections by Current Employees....    3
           2.1.2  Initial Elections by Other Employees......    4
 
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     2.1.3  Elections for Subsequent Plan Years............     4
     2.1.4  No Election Changes During Plan Year...........     4
     2.1.5  Specific Timing and Method of Election.........     4
2.2  Hardship Suspension of Participation..................     4
2.3  Termination of Participation..........................     4


                                  ARTICLE III
               COMPENSATION DEFERRALS, MATCHING CONTRIBUTIONS AND
                      SUPPLEMENTAL MATCHING CONTRIBUTIONS
 

3.1  Compensation Deferrals...................................  4
3.2  Crediting of Compensation Deferrals......................  5
3.3  Matching Contributions...................................  5
3.4  Crediting of Matching Contributions......................  5
3.5  Supplemental Matching Contributions......................  5
3.6  Crediting of Supplemental Matching Contributions.........  5
3.7  Election Regarding 401(k) Plan...........................  6
     3.7.1  401(k) Plan Election..............................  6
     3.7.2  Maximum 401(k) Plan Amount........................  6

                            ARTICLE IV
                            ACCOUNTING

4.1  Participants' Accounts...................................  6
4.2  Participants Remain Unsecured Creditors..................  7
4.3  Accounting Methods.......................................  7
4.4  Account Statements.......................................  7
4.5  Investments..............................................  7

                                   ARTICLE V
                                 DISTRIBUTIONS

5.1  Normal Time for Distribution.............................  7
5.2  Beneficiary Designations.................................  8
5.3  Financial Hardship.......................................  8
5.4  Payments to Incompetents.................................  8
5.5  Undistributable Accounts.................................  8
5.6  Committee Discretion.....................................  8

                                   ARTICLE VI
                                    VESTING

6.1  Vesting in Compensation Deferral Accounts................  9
6.2  Vesting in Matching and Supplemental Matching 
     Contribution Accounts....................................  9
     6.2.1 Termination........................................  9

                                      -ii-
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     6.2.2  Accelerated Vesting...............................  9
6.3  Transfers of Employment..................................  10


                                  ARTICLE VII
                                 ADMINISTRATION

     7.1  Plan Administrator..................................  10
     7.2  Committee...........................................  10
     7.3  Actions by Committee................................  10
     7.4  Powers of Committee.................................  10
     7.5  Decisions of Committee..............................  11
     7.6  Administrative Expenses.............................  11
     7.7  Eligibility to Participate..........................  11
     7.8  Indemnification.....................................  11

                                  ARTICLE VIII
                                    FUNDING

     8.1  Unfunded Plan.......................................  12
     8.2  Trust...............................................  12

                                   ARTICLE IX
                           AMENDMENT AND TERMINATION


     9.1  Company's Obligations Limited.......................  12
     9.2  Right to Amend or Terminate.........................  12
     9.3  Effect of Termination...............................  12
     9.4  Disposition of Affiliates...........................  13

                                   ARTICLE X
                               GENERAL PROVISIONS


    10.1  Participation by Affiliates..........................  13
    10.2  Inalienability.......................................  13
    10.3  Rights and Duties....................................  13
    10.4  No Enlargement of Employment Rights..................  13
    10.5  Apportionment of Costs and Duties....................  13
    10.6  Contributions Not Counted Under Other Employee Benefit 
          Plans................................................  14
    10.7  Applicable Law.......................................  14
    10.8  Severability.........................................  14
    10.9  Captions.............................................  14
    10.10 Gender and Number....................................  14

                                     -iii-
<PAGE>
 
                                  COMPUSA INC.
                           DEFERRED COMPENSATION PLAN
           (As Amended and Restated Effective as of November 1, 1995)

     CompUSA Inc., a Delaware corporation, established the CompUSA Inc. Deferred
Compensation Plan, effective as of November 1, 1995, for the benefit of a select
group of management and highly compensated employees of the Company and its
participating Affiliates, in order to provide such employees with certain
deferred compensation benefits.  The Plan is amended and restated, in its
entirety, effective as of November 1, 1995, upon the following terms and
conditions.  The Plan is an unfunded deferred compensation plan that is intended
to qualify for the exemptions provided in Sections 201, 301 and 401 of ERISA.


                                   ARTICLE I
                                  DEFINITIONS

     As used in the Plan, the following terms have the following meanings unless
a different meaning is plainly required by the context:

     1.1  "401(K) PLAN" means the CompSavings Plan for Employees of CompUSA
Inc., as amended from time to time.

     1.2  "401(K) PLAN ELECTION" has the meaning ascribed to such term in
Section 3.7.

     1.3  "AFFILIATE" means a corporation, trade or business which is, together
with any Employer, a member of a controlled group of corporations or an
affiliated service group or under common control (within the meaning of Section
414(b), (c) or (m) of the Code), but only for the period during which such other
entity is so affiliated with any Employer.

     1.4  "BENEFICIARY" means the person or persons entitled to receive benefits
under the Plan upon the death of a Participant as provided in Section 5.2.

     1.5  "BOARD" means the Board of Directors of the Company as constituted
from time to time or any committee of such Board that has been authorized by the
Board to act on behalf of the Board with respect to the Plan and the Trust.

     1.6  "CHANGE IN CONTROL" has the meaning ascribed to such term in Section
6.2.2.

     1.7  "CODE" means the Internal Revenue Code of 1986, as amended.  Reference
to a specific section of the Code includes such section, any regulation
promulgated thereunder, and any comparable provision of any future legislation
amending, supplementing or superseding such section.

     1.8  "COMMITTEE" means the CompSavings Plan Committee as it may be
constituted from time to time pursuant to the 401(k) Plan.  In the
administration of the Plan, the Committee shall have all powers allocated to the
Committee in connection with the administration of the 401(k) Plan and all
powers specifically set out in Article VII of the Plan.
<PAGE>
 
     1.9  "COMMON STOCK" means the common stock, par value $.01 per share, of
the Company.

     1.10 "COMPANY" means CompUSA Inc., a Delaware corporation.

     1.11 "COMPENSATION" has the same meaning ascribed to the term "Pay" with
respect to each Participant in the 401(k) Plan, together with all Compensation
Deferrals under the Plan by such Participant during the same period.

     1.12 "COMPENSATION COMMITTEE" means the Compensation Committee of the Board
as it may be constituted from time to time.

     1.13 "COMPENSATION DEFERRALS" means the amounts credited to Participants'
Accounts under the Plan pursuant to their deferral elections made in accordance
with Section 2.1.

     1.14 "DISABILITY" has the same meaning ascribed to such term in the 401(k)
Plan.

     1.15 "ELIGIBLE EMPLOYEE" means an employee of an Employer who (i) is
eligible to participate in the 401(k) Plan, and (ii) satisfies such additional
eligibility requirements as the Compensation Committee may establish from time
to time.  It shall be the policy of the Compensation Committee to limit
eligibility for participation in the Plan to a select group of management and
highly compensated employees of the Employers.

     1.16 "EMPLOYERS" means the Company and each of its Affiliates that adopts
the Plan.  With respect to an individual Participant, the term "Employer" means
the Company or its Affiliate that has adopted the Plan and that directly employs
such Participant.

     1.17 "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.  Reference to a specific section of ERISA includes such section, any
regulation promulgated thereunder, and any comparable provision of any future
legislation amending, supplementing or superseding such section.

     1.18 "FINANCIAL HARDSHIP" means a severe financial emergency that is caused
by a sudden and unexpected accident, illness or other event beyond the control
of the Participant that, without a suspension of deferrals or accelerated
distribution (as the case may be), would result in a severe financial burden to
the Participant or a member of the Participant's immediate family.  A Financial
Hardship does not exist to the extent that the hardship may be relieved by (a)
reimbursement or compensation by insurance, or (b) by liquidation of the
Participant's other assets (to the extent such liquidation itself would not
cause a severe financial hardship).

     1.19 "HYPOTHETICAL INVESTMENT FUNDS" means the hypothetical investment
funds used for tracking investment performance under the Plan.  The number,
identity and composition of the Hypothetical Investment Funds shall be
determined from time to time by the Committee.  It shall be the policy of the
Committee to maintain Hypothetical Investment Funds under the Plan that are
similar to the actual investment funds under the 401(k) Plan.

                                      -2-
<PAGE>
 
     1.20  "MATCHING CONTRIBUTIONS" means the amounts credited to Participants'
Accounts in accordance with Section 3.4.

     1.21 "MAXIMUM 401(K) PLAN AMOUNT" has the meaning ascribed to such term in
Section 3.7.

     1.22 "NORMAL RETIREMENT DATE" has the same meaning ascribed to such term in
the 401(k) Plan.

     1.23 "PARTICIPANT" means an Eligible Employee who (a) has become a
Participant in the Plan pursuant to Section 2.1 and (b) has not ceased to be a
Participant pursuant to Section 2.3.

     1.24 "PARTICIPANT'S ACCOUNT" or "ACCOUNT" means as to any Participant the
separate account maintained on the books of the Employers in order to reflect
the Participant's interest under the Plan.

     1.25 "PLAN" means the CompUSA Inc. Deferred Compensation Plan as set forth
in this instrument and as hereafter amended from time to time.

     1.26 "PLAN YEAR" means the calendar year.  Notwithstanding the preceding
sentence, the 1995 Plan Year shall be the period from November 1, 1995 (the
effective date of the Plan), through December 31, 1995.

     1.27 "SUPPLEMENTAL MATCHING CONTRIBUTIONS" means the amounts credited to
Participants' Accounts in accordance with Section 3.6.

     1.28 "TRUST" means the CompUSA Inc. Deferred Compensation Trust entered
into by and between the Company and Wells Fargo Bank, N.A., as trustee.

     1.29 "YEAR OF VESTING SERVICE" has the same meaning ascribed to such term
in the 401(k) Plan.


                                   ARTICLE II
                                 PARTICIPATION

     2.1  PARTICIPATION.  Each Eligible Employee's decision to become a
Participant shall be entirely voluntary.

          2.1.1  INITIAL ELECTIONS BY CURRENT EMPLOYEES.  An Eligible Employee
     as of November 1, 1995 may elect to become a Participant in the Plan by
     electing, no later than November 1, 1995, to make Compensation Deferrals
     under the Plan.  An election under this Section 2.1.1 to make Compensation
     Deferrals shall be effective only for the 1995 Plan Year.

                                      -3-
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     2.1.2  INITIAL ELECTIONS BY OTHER EMPLOYEES.  Each individual who becomes
     an Eligible Employee after November 1, 1995 (whether by hire or by change
     in the Plan's eligibility provisions) may elect to become a Participant in
     the Plan by electing, within 30 days after the date such person becomes an
     Eligible Employee, to make Compensation Deferrals under the Plan.  An
     election under this Section 2.1.2 to make Compensation Deferrals shall be
     effective only for the whole calendar months that remain in the Plan Year
     with respect to which the election is made.

          2.1.3  ELECTIONS FOR SUBSEQUENT PLAN YEARS.  An Eligible Employee may
     elect to become a Participant (or to continue or reinstate such person's
     active participation) in the Plan for any subsequent Plan Year by electing,
     no later than December 31 of the preceding Plan Year, to make Compensation
     Deferrals under the Plan.  An election under this Section 2.1.3 to make
     Compensation Deferrals shall be effective only for the Plan Year with
     respect to which the election is made.

          2.1.4  NO ELECTION CHANGES DURING PLAN YEAR.  A Participant shall not
     be permitted to change or revoke a Compensation Deferral election for a
     Plan Year after the beginning of such Plan Year except as provided in
     Section 2.2.

          2.1.5  SPECIFIC TIMING AND METHOD OF ELECTION.  Notwithstanding any
     contrary provision of this Section 2.1, the Committee, in its sole
     discretion, shall determine the manner and times for Participants to make
     Compensation Deferral elections.  The times prescribed by the Committee may
     be earlier than the times specified in Sections 2.1.1, 2.1.2 and 2.1.3 but
     shall not be later than the times prescribed in such Sections.

     2.2  HARDSHIP SUSPENSION OF PARTICIPATION.  In the event that a Participant
incurs a Financial Hardship, the Committee, in its sole discretion, may suspend
the Participant's Compensation Deferral election for the remainder of the Plan
Year.  However, an election to make Compensation Deferrals under Section 2.1
shall be irrevocable as to amounts deferred through the effective date of any
suspension made in accordance with this Section 2.2.

     2.3  TERMINATION OF PARTICIPATION.  An Eligible Employee who has become a
Participant shall remain a Participant until such Participant's entire vested
Account is distributed.  However, an Eligible Employee who has become a
Participant may or may not be an active Participant making Compensation
Deferrals for a particular Plan Year, depending upon whether such person has
elected to make Compensation Deferrals for such Plan Year.


                                  ARTICLE III
               COMPENSATION DEFERRALS, MATCHING CONTRIBUTIONS AND
                      SUPPLEMENTAL MATCHING CONTRIBUTIONS

     3.1  COMPENSATION DEFERRALS.  At the times and in the manner prescribed in
Section 2.1, each Eligible Employee may elect to defer portions of such person's
Compensation and to have the amounts of such deferrals credited to such person's
Account under the Plan on the

                                      -4-
<PAGE>
 
books of the Employers.  For each Plan Year, an Eligible Employee may elect to
defer an amount equal to any whole percentage of the Participant's Compensation,
provided that the percentage elected by the Participant shall not exceed 15% of
such Participant's Compensation.

     3.2  CREDITING OF COMPENSATION DEFERRALS.  The amounts deferred pursuant to
Section 3.1 shall reduce the Participant's Compensation during the Plan Year and
shall be credited to the Participant's Account as soon as practicable after the
last day of each payroll period in which the amounts (but for the deferral)
would have been paid to the Participant.  For each payroll period, the dollar
amount to be deferred from each Compensation payment shall be determined by the
Committee using such procedures as it shall adopt from time to time.

     3.3  MATCHING CONTRIBUTIONS.  Following the end of each Plan Year in which
Compensation Deferrals are made under the Plan, each Participant's Employer
shall credit the Participant's Matching Contribution Account with an amount
equal to 25% of each Participant's Compensation Deferrals for that Plan Year.
The amount of Compensation Deferrals for any Plan Year that may be taken into
account under this Section 3.3 for any Participant shall not exceed the lesser
of the following:  (a) 5% of the Participant's Compensation for the Plan Year
and (b) the limit on elective deferrals for the Plan Year as specified in
Section 402(g)(1) of the Code (and as adjusted pursuant to Section 402(g)(5) of
the Code).  For each Plan Year, a Participant shall be eligible to receive an
allocation of Matching Contributions only if the Participant would have been
eligible to receive an allocation of matching contributions under the 401(k)
Plan if Participant's Compensation Deferrals had been made pursuant to the
401(k) Plan.  The obligations of a Participant's Employer to credit Matching
Contributions under the Plan with respect to the Participant shall be offset by
the amount of any matching contributions paid or accrued by any Employer with
respect to the Participant under the 401(k) Plan.

     3.4  CREDITING OF MATCHING CONTRIBUTIONS.  Subject to the final sentence of
the preceding Section 3.3, Matching Contributions on behalf of a Participant for
a Plan Year shall be credited to the Participant's Matching Contribution Account
as soon as practicable after the last day of such Plan Year in accordance with
Section 3.3.  For each Plan Year, the dollar amount of Matching Contributions
shall be determined by the Committee using such procedures as it shall adopt
from time to time.

     3.5  SUPPLEMENTAL MATCHING CONTRIBUTIONS.  From time to time, the
Compensation Committee may determine that Supplemental Matching Contributions
shall be credited with respect to a Participant's Compensation Deferrals on such
terms and conditions as the Compensation Committee may specify in its sole
discretion.

     3.6  CREDITING OF SUPPLEMENTAL MATCHING CONTRIBUTIONS.  Any Supplemental
Matching Contributions made on behalf of a Participant shall be credited to the
Participant's Supplemental Matching Account as of the date specified by the
Compensation Committee.  The dollar amount of Supplemental Matching
Contributions credited to any Participant's Account shall be determined by the
Committee using such procedures as it shall adopt from time to time.

                                      -5-
<PAGE>
 
     3.7  ELECTION REGARDING 401(K) PLAN.  For Plan Years beginning after
December 31, 1995, each Participant may make a 401(k) Plan Election for a Plan
Year at the same time that the Participant makes a Compensation Deferral
Election for that Plan Year.  All 401(k) Plan Elections shall be made in the
form and manner and at the time specified by the Committee.  If a Participant
makes a 401(k) Plan Election, the Participant's Maximum 401(k) Plan Amount shall
be transferred from the Plan to the 401(k) Plan in accordance with such
election.  If a Participant fails to make a 401(k) Plan Election for a Plan
Year, the Participant's Maximum 401(k) Plan Amount for that Plan Year shall be
paid in cash to the Participant as soon as practicable following the end of the
Plan Year (but in no event later than March 15 of the immediately following Plan
Year).  Any amounts not transferred or distributed in accordance with this
Section 3.7 shall continue to be subject to the provisions of the Plan.

          3.7.1  401(K) PLAN ELECTION.  A 401(k) Plan Election is an election by
     the Participant to have the Participant's Maximum 401(k) Plan Amount for
     such Plan Year transferred as soon as practicable following the end of that
     Plan Year (but in no event later than March 15 of the immediately following
     Plan Year) from the Plan to the 401(k) Plan.

          3.7.2  MAXIMUM 401(K) PLAN AMOUNT.  With respect to each Participant
     for each Plan Year, the Participant's Maximum 401(k) Plan Amount is an
     amount equal to the lesser of (a) or (b), where (a) is the maximum amount
     of Compensation Deferrals (excluding all deemed investment earnings
     thereon) for such Plan Year that could otherwise have been made for such
     Plan Year on behalf of the Participant to the 401(k) Plan, subject to the
     actual deferral percentage test applicable to the 401(k) Plan and the
     limitation on the amount of elective deferrals under Section 402(g) of the
     Code applicable to the Participant; or (b) the Participant's Compensation
     Deferrals for such Plan Year.


                                   ARTICLE IV
                                   ACCOUNTING

     4.1  PARTICIPANTS' ACCOUNTS.  At the direction of the Committee, there
shall be established and maintained on the books of the Company for each
Employer a separate Account for each Participant to which shall be credited all
of the Participant's Compensation Deferrals, Matching Contributions and any
Supplemental Matching Contributions together with deemed investment earnings and
losses on such amounts.  Each Participant's Account shall be comprised of one or
more separate subaccounts including without limitation the following:

          4.1.1  A Compensation Deferral Account to which the Participant's
     Compensation Deferrals shall be credited together with deemed investment
     earnings and losses thereon;

          4.1.2  A Matching Contribution Account to which the Participant's
     Matching Contributions shall be credited together with deemed investment
     earnings and losses thereon; and

                                      -6-
<PAGE>
 
          4.1.3  A Supplemental Matching Contribution Account to which the
     Participant's Supplemental Matching Contributions (if any) shall be
     credited together with deemed investment earnings and losses thereon.

     The deemed investment earnings and losses on a Participant's subaccounts
shall be based on the investment performance of the Hypothetical Investment
Funds with respect to such subaccounts; provided that no actual investment shall
be made in such Hypothetical Investment Funds with respect to a Participant.

     4.2  PARTICIPANTS REMAIN UNSECURED CREDITORS.  All amounts credited to a
Participant's Account under the Plan shall continue for all purposes to be a
part of the general assets of the Employers.  Each Participant's interest in the
Participant's Account shall make the Participant only a general, unsecured
creditor of the Employers.

     4.3  ACCOUNTING METHODS.  The accounting methods and procedures to be used
under the Plan for the purpose of maintaining the Participants' Accounts,
including the calculation and crediting of deemed investment earnings and
losses, shall be determined by the Committee in its sole discretion.  The
accounting methods and procedures selected by the Committee may be revised from
time to time.

     4.4  ACCOUNT STATEMENTS.  The Committee shall cause a statement of each
Participant's Account to be furnished to the Participant at least annually.

     4.5  INVESTMENTS.  All amounts accumulated pursuant to the Plan shall for
all purposes be a part of the general assets of the Employers.  Each
Participant's interest in the Plan shall make the Participant only a general
creditor of the Employers, and no actual investments shall be made on behalf of
Participants in the Plan.  It shall be the policy of the Committee that any
assets accumulated in the Trust shall be invested in the Hypothetical Investment
Funds in accordance with each Participant's investment fund election under the
401(k) Plan.  From time to time but not less often than quarterly, the Committee
shall review each Participant's 401(k) Plan investment fund election and cause
the allocation of assets in the Hypothetical Investment Funds and future
contributions thereto to be adjusted to reflect each Participant's 401(k) Plan
investment fund election.  The Committee may establish such rules and procedures
as it deems necessary or appropriate to provide for the investment of any assets
accumulated in the Trust.


                                   ARTICLE V
                                 DISTRIBUTIONS
                                        
     5.1  NORMAL TIME FOR DISTRIBUTION.  Subject to Sections 5.3 and 5.6,
distribution of the balance credited to a Participant's Account shall be made in
a single payment as soon as practicable following the Participant's termination
of employment with all Affiliates, but in no event shall such amount be
distributed later than the last day of the year following the year in which the
Participant terminated employment.  The distribution shall be paid in cash
except that any portion of a Participant's Account that is deemed to be invested
in a Hypothetical Investment

                                      -7-
<PAGE>
 
Fund wholly or primarily invested in Common Stock may, if requested by the
Participant, be paid in the form of whole shares of Common Stock and cash in
lieu of fractional shares.

     5.2  BENEFICIARY DESIGNATIONS.  By electing to participate in the Plan,
each Participant agrees that his designated Beneficiary determined for purposes
of the 401(k) Plan shall be the Participant's designated Beneficiary for
purposes of the Plan.

     5.3  FINANCIAL HARDSHIP.  In the event that a Participant suffers a
Financial Hardship, the Committee, in its sole discretion and notwithstanding
any contrary provision of the Plan, may determine that all or part of the
Participant's Account shall be paid to the Participant immediately; provided
that the amount paid to the Participant pursuant to this Section 5.3 shall be
limited to the amount reasonably necessary to alleviate such Financial Hardship.
Payment under this Section 5.3 may not be made to the extent that such Financial
Hardship may be relieved by suspension of the Participant's Compensation
Deferrals in accordance with Section 2.2.

     5.4  PAYMENTS TO INCOMPETENTS.  If any amount is due to be paid to a minor
or if the Committee reasonably believes that any payee is legally incapable of
receiving any payment due such person, the Committee shall have the payment of
such amount or any part thereof made to the person or institution that it
reasonably believes is caring for or supporting the payee unless the Committee
has received notice of a claim for such amount from a legally appointed guardian
or conservator of the payee.  Any payment shall, to the extent thereof, be a
complete discharge of any liability under the Plan and of the Employers to the
payee.

     5.5  UNDISTRIBUTABLE ACCOUNTS.  Each Participant and (in the event of
death) the Participant's Beneficiary shall keep the Committee advised of such
person's mailing address.  If the Committee is unable to locate the Participant
or Beneficiary to whom a Participant's Account is payable under this Article 5,
the Participant's Account shall continue to be credited with deemed investment
earnings and losses in accordance with Section 4.5.  Accounts that, in
accordance with the preceding sentence, have been undistributable for a period
of 36 months after the Participant's termination of employment shall be
forfeited from the Trust to the Participant's Employer as of the end of such
36th month.  If a Participant whose Account is forfeited under this Section 5.5
(or the Participant's Beneficiary) files a claim for distribution of the Account
after the date that the Account is forfeited and if the Committee determines
that such claim is valid, then the forfeited Account shall be paid as soon as
practicable thereafter.

     5.6  COMMITTEE DISCRETION.  Within the provisions of this Article 5, the
Committee shall have sole discretion to determine the specific timing of the
payment of any Account under the Plan.

                                      -8-
<PAGE>
 
                                  ARTICLE VI
                                    VESTING

          6.1  VESTING IN COMPENSATION DEFERRAL ACCOUNTS.  Subject to Section
8.1 (relating to creditor status) and Section 9.2 (relating to amendment and
termination of the Plan), a Participant's interest in the balance credited to
the Participant's Compensation Deferral Account shall at all times be fully
vested and nonforfeitable.

          6.2  VESTING IN MATCHING AND SUPPLEMENTAL MATCHING CONTRIBUTION
ACCOUNTS.  Subject to Section 8.1 and Section 9.2, a Participant's interest in
the Participant's Matching Contribution Account and Supplemental Matching
Contribution Account shall become fully vested and nonforfeitable in accordance
with the following schedule:

                                 Number of Years
                                of Vesting Service      Vested Percentage
                                 ------------------     ------------------

                                 less than 1               0%
                                 1 but less than 2        25%
                                 2 but less than 3        50%
                                 3 but less than 4        75%
                                 4 or more               100%

          6.2.1  TERMINATION.  Upon termination of the Participant's employment
     with all Affiliates, the vested portion of the Participant's Matching
     Contribution Account and Supplemental Matching Contribution Account shall
     be distributable to the Participant in the manner and at the time set forth
     in Article 5, and the unvested portion of such Accounts shall be
     permanently forfeited from the Participant's Account.  Forfeitures
     resulting under the Plan shall be used to offset the amount of future
     Matching Contributions and Supplemental Matching Contributions.

          6.2.2  ACCELERATED VESTING.  Notwithstanding the foregoing but subject
     to Section 8.1 and Section 9.2, a Participant's interest in the
     Participant's Matching Contribution Account and Supplemental Matching
     Contribution Account shall be fully vested and nonforfeitable upon the
     earlier of the following:  (a) the Participant's Normal Retirement Date if
     the Participant is employed by an Affiliate on that date; (b) the
     Participant's termination of employment with all Affiliates due to the
     Participant's death; or (c) a Change In Control.  For purposes of this
     Section 6.2.2, a "Change In Control" will be deemed to have occurred when
     any Person meets the requirements for becoming an Acquiring Person, whether
     or not a Distribution Date occurs or the Rights are redeemed by the
     Company, as those terms are defined in the Rights Agreement between the
     Company and Bank One, Texas, N.A. as Rights Agent (First Interstate Bank of
     Texas, N.A. became successor Rights Agent as of November 1, 1995), dated as
     of April 29, 1994 (the "Rights Agreement"); provided that a Change In
     Control shall not be deemed to have occurred for purposes of this Section
     6.2.2 with respect to any Person meeting

                                      -9-
<PAGE>
 
     the requirements of clauses (i) and (ii) of Rule 13d-1(b)(1) promulgated
     under the Securities Exchange Act of 1934, as amended.

     6.3  TRANSFERS OF EMPLOYMENT.  The transfer of a Participant from
employment with an Employer to employment with an Affiliate shall not constitute
a termination of employment under the Plan.  A Participant's employment for
purposes of the Plan shall be deemed to have terminated upon termination of the
Participant's employment with all Affiliates.


                                  ARTICLE VII
                                 ADMINISTRATION

     7.1  PLAN ADMINISTRATOR.  The Company is designated as the administrator of
the Plan within the meaning of Section 3(16)(A) of ERISA.

     7.2  COMMITTEE.  The Plan shall be administered by the Committee.  The
Committee shall have the authority to control and manage the operation and
administration of the Plan.  Any member of the Committee may resign at any time
by notice in writing mailed or delivered to the Secretary of the Company.

     7.3  ACTIONS BY COMMITTEE.  Each decision of a majority of the members of
the Committee then in office shall constitute the final and binding act of the
Committee.  The Committee may act (a) at meetings called or held in person or by
conference telephone call and (b) by unanimous written consent and shall keep
minutes of all meetings held and a record of all actions taken by unanimous
written consent.

     7.4  POWERS OF COMMITTEE.  The Committee shall have all powers and
discretion necessary or appropriate to supervise the administration of the Plan
and to control its operation in accordance with its terms including without
limitation the following powers:

          7.4.1  to interpret and determine the meaning and validity of the
     provisions of the Plan and to determine any question arising under, or in
     connection with, the administration, operation or validity of the Plan or
     any amendment thereto;

          7.4.2  to determine any and all considerations affecting the
     eligibility of any employee to become a Participant or remain a Participant
     in the Plan, subject to the eligibility requirements established from time
     to time by the Compensation Committee;

          7.4.3  to cause one or more separate Accounts to be maintained for
     each Participant;

          7.4.4  to cause Compensation Deferrals, Matching Contributions,
     Supplemental Matching Contributions and deemed investment earnings and
     losses thereon to be credited to Participants' Accounts;

                                      -10-
<PAGE>
 
          7.4.5  to establish and revise accounting methods or procedures as
     provided in Section 4.3;

          7.4.6  to determine the status and rights of Participants, their
     spouses, Beneficiaries, and estates;

          7.4.7  to employ such counsel, agents and advisers and to obtain such
     legal, clerical and other services as it may deem necessary or appropriate
     in carrying out the provisions of the Plan;

          7.4.8  to establish rules for the performance of its powers and duties
     and for the administration of the Plan;

          7.4.9  to arrange for distribution to each Participant of a statement
     of benefits under the Plan from time to time but not less often than
     annually;

          7.4.10 to publish a claims and appeal procedure satisfying the
     standards of Section 503 of ERISA pursuant to which individuals or estates
     may claim Plan benefits (including the exercise of rights purported to be
     granted by the Plan) and appeal denials of such claims;

          7.4.11 to delegate to any one or more of its members or to any other
     person, severally or jointly, the authority to perform for and on behalf of
     the Committee one or more of the functions of the Committee under the Plan;
     and

          7.4.12 to decide all issues and questions regarding Accounts and the
     time, form, manner and amount of distributions to Participants.

     7.5  DECISIONS OF COMMITTEE.  All actions, interpretations and decisions of
the Committee shall be conclusive and binding on all persons and shall be given
the maximum deference allowed by law.

     7.6  ADMINISTRATIVE EXPENSES.  All expenses incurred in the administration
of the Plan by the Committee, or otherwise, including legal fees and expenses,
shall be paid and borne by the Employers.

     7.7  ELIGIBILITY TO PARTICIPATE.  No member of the Committee who is also an
employee of an Employer shall be excluded from participating in the Plan if
otherwise eligible, but such person shall not be entitled, as a member of the
Committee, to act or pass upon any matters pertaining specifically to such
person's own Account under the Plan.

     7.8  INDEMNIFICATION.  By adopting the Plan, each of the Employers agrees
to indemnify and hold harmless the members of the Committee from and against any
and all losses, claims, damages or liabilities (including attorneys' fees and
amounts paid, with the approval of the Board, in settlement of any claim)
arising out of or resulting from the implementation of a

                                      -11-
<PAGE>
 
duty, act or decision with respect to the Plan, so long as such duty, act or
decision does not involve gross negligence or willful misconduct on the part of
any such individual.


                                  ARTICLE VIII
                                    FUNDING

     8.1  UNFUNDED PLAN.  All amounts credited to a Participant's Account under
the Plan shall continue for all purposes to be a part of the general assets of
the Employers.  The interest of the Participant in the Participant's Account,
including the Participant's right to distribution thereof, shall be an unsecured
claim against the general assets of the Employers.  In the event that an
Employer (other than the Company) becomes insolvent and therefore unable to make
a payment or payments under the Plan, the Company shall make such payments;
provided, however, that nothing in this sentence shall make any Participant
anything other than a general, unsecured creditor of the Company.  Nothing
contained in the Plan shall give any Participant or Beneficiary any interest in
or claim against any specific assets of the Employers.

     8.2  TRUST.  The Company has entered into the Trust for the purpose of
funding and satisfying the Employers' obligations under the Plan.  From time to
time throughout each Plan Year, the Employers shall transfer an amount in cash
to the Trust equal to the aggregate amount credited to Participants' Accounts as
contributions pursuant to the Plan.  Any payments made by the Trust pursuant to
the Plan shall be in complete satisfaction of the Employers' and the Plan's
obligations to make such payments.


                                   ARTICLE IX
                           AMENDMENT AND TERMINATION

     9.1  COMPANY'S OBLIGATIONS LIMITED.  The Company intends to continue the
Plan indefinitely and to maintain each Participant's Account until such Account
is paid to the Participant (or the Participant's Beneficiary) in accordance with
the provisions of the Plan.  However, the Plan is voluntary on the part of the
Company, and the Company does not guarantee to continue the Plan.  Compensation
Deferrals, Matching Contributions and Supplemental Matching Contributions may be
suspended or discontinued at any time.

     9.2  RIGHT TO AMEND OR TERMINATE.  The Board reserves the right to alter,
amend or terminate the Plan, or any part thereof, in such manner as it may
determine, at any time and for any reason.  No amendment to the Plan shall be
effective to decrease or impair the rights of any Participant to any portion of
such Participant's Account determined under the Plan immediately prior to the
adoption of such amendment.  Notwithstanding the foregoing, the Plan may be
amended (prospectively, retroactively or both) if necessary to comply with all
laws applicable to the Plan.

     9.3  EFFECT OF TERMINATION.  If the Plan is terminated pursuant to this
Article 9, the balances credited to the Accounts of the affected Participants
shall become fully vested and

                                      -12-
<PAGE>
 
nonforfeitable and shall be distributed to such affected Participants at the
time and in the manner set forth in Article 5; provided that the Compensation
Committee, in its sole discretion, may authorize accelerated distribution of
Participants' Accounts as of any earlier date.

     9.4  DISPOSITION OF AFFILIATES.  Notwithstanding any contrary provision of
the Plan, in the event that one or more Participants transfer employment to an
entity that is not an Affiliate pursuant to an agreement regarding the sale of
the stock or assets of an Affiliate, or a spin-off, split-up or other change in
the capital structure of an Affiliate (each, an "affected Participant"), the
Board, in its sole discretion, may determine that (a) the liability for amounts
credited to an affected Participant's Account shall be assumed by such entity
(or an affiliate thereof), and upon assumption by such entity (or affiliate
thereof) of such liability, no Employer shall have any liability under the Plan
to such affected Participant, or (b) the amounts credited to an affected
Participant's Account shall be distributed to the Participant in a single
payment following the affected Participant's termination of employment with all
Affiliates.


                                   ARTICLE X
                               GENERAL PROVISIONS

     10.1 PARTICIPATION BY AFFILIATES.  Affiliates of the Company may become
participating Employers by adopting the Plan.  Upon adoption of the Plan, an
Affiliate is deemed to agree to all of the Plan's terms, including without
limitation the provisions granting exclusive authority to the Board to amend the
Plan and the provisions granting exclusive authority to the Committee to
administer and interpret the Plan.  Any Affiliate may terminate its
participation in the Plan at any time.

     10.2 INALIENABILITY.  In no event may either a Participant, a former
Participant or such person's Beneficiary, spouse or estate sell, transfer,
anticipate, assign, hypothecate or otherwise dispose of any right or interest
under the Plan; and such rights and interests shall not at any time be subject
to the claims of creditors of a Participant nor be liable to attachment,
execution or other legal process.

     10.3 RIGHTS AND DUTIES.  Neither the Employers nor the Committee shall be
subject to any liability or duty under the Plan except as expressly provided in
the Plan, or for any action taken, omitted or suffered in good faith.

     10.4 NO ENLARGEMENT OF EMPLOYMENT RIGHTS.  Neither the establishment or
maintenance of the Plan, the making of any Compensation Deferrals, nor any
action of any Employer or the Committee shall be held or construed to confer
upon any person any right to be continued as an employee of an Employer nor,
upon dismissal, any right or interest in any specific assets of the Employers
other than as provided in the Plan.  Each Employer expressly reserves the right
to discharge any of its employees at any time.

     10.5 APPORTIONMENT OF COSTS AND DUTIES.  All acts required of the Employers
under the Plan may be performed by the Company for itself and all other
Employers, and the costs of

                                      -13-
<PAGE>
 
the Plan may be equitably apportioned by the Committee among the Company and all
other Employers.  Whenever an Employer is permitted or required under the terms
of the Plan to do or perform any act, matter or thing, it shall be done and
performed by any officer or employee of the Employer who is authorized by the
board of directors of the Employer.

     10.6 CONTRIBUTIONS NOT COUNTED UNDER OTHER EMPLOYEE BENEFIT PLANS.
Compensation Deferrals, Matching Contributions and any Supplemental Matching
Contributions will not be considered for purposes of contributions or benefits
under any other employee benefit plan sponsored by the Employers except to the
extent specifically provided herein or therein.

     10.7 APPLICABLE LAW.  The Plan shall be construed, regulated and
administered under ERISA and other applicable federal laws and, where not
otherwise preempted, by the laws of the State of Texas.

     10.8 SEVERABILITY.  If any provision of the Plan is held invalid or
unenforceable, its invalidity or unenforceability shall not affect any other
provisions of the Plan, and in lieu of each provision that is held invalid or
unenforceable, there shall be added as part of the Plan a provision that shall
be as similar in terms to such invalid or unenforceable provision as may be
possible and be valid, legal and enforceable.

     10.9 CAPTIONS.  The captions contained in and the table of contents
prefixed to the Plan are inserted only as a matter of convenience and for
reference and in no way define, limit, enlarge or describe the scope or intent
of the Plan nor in any way affect the construction of any provision of the Plan.

     10.10  GENDER AND NUMBER.  The masculine gender shall be deemed to denote
the feminine or neuter genders, the singular to denote the plural, and the
plural to denote the singular, where the context so permits.

0440579.07/D

                                      -14-
