<PAGE>
Exhibit 28.9
Section 1. Introduction
1.1 Establishment. H.D. Vest, Inc., a Texas Corporation, established the
-------------
Deferred Compensation Plan (the "Plan") for the Representatives of the Company
in March 1995. The Plan provides (i) the opportunity for Participants to defer
part or all of their Cash Compensation through an effective tax mechanism and
(ii) the opportunity to receive an additional deferred Company Matching
contribution.
1.2 Purpose. The purpose of the Plan is to provide the Company's
-------
Representatives with the opportunity both to defer the receipt of compensation
on a pre-tax basis and to receive additional income in the form of the Company
Matching Contribution.
1.3 Effective Date. This Plan shall be effective upon the Effective Date
--------------
as defined below.
Section 2. Definitions and Construction
2.1 Definitions. The following capitalized words and phrases when used in
-----------
the Plan shall have the meanings set forth below:
A. "Account" means an account established for a Participant which
contains the Participant's Cash Equivalents and the Company's Matching
Contribution and which will be carried by the Company as a general
unsecured obligation senior in rank to Vest's stock listed on
NASDAQ/NMS.
B. "Administrative Committee" means the committee appointed by the Board
and serving pursuant to Section 7.
C. "Annual Election Period" means a period from November 1 to December 31
subject to the provisions of Section 3.2.
D. "Board" means the Board of Directors of Vest.
E. "Cash" means money in the form of United States Currency or some
reasonable equivalent thereof.
-1-
<PAGE>
F. "Cash Equivalent" means a hypothetical Cash amount allocated to the
Participant's Account.
G. "Company" means H. D. Vest, Inc., and its subsidiaries.
H. "Company Matching Contribution" means an amount which the Company
credits as a Cash Equivalent to a Participant's Account pursuant to
the Plan.
I. "Compensation" means cash remuneration, including but not limited to
gross commissions, advisory or other fees or any other type of
remuneration, earned by and while a Representative of the
Company.
J. "Compensation Date" means the dates on which Net Compensation is paid
to Representatives, which currently occurs, twice a month, on the
fifth business day following the first and fifteenth of each month, or
such other dates the Company establishes to pay Net Compensation to
Representatives.
K. "Deferral Amount" means the amount of Net Compensation for each
Deferral Period which a Participant elects to defer under the
Plan.
L. "Deferral Period" means the period of time constituting a moving
number of aggregate and consecutive calendar months for which a
Participant elects under the Plan to delay receipt of any Deferral
Amount. Each Deferral Period begins on the first Compensation Date
that Compensation is deferred following a Participant's Enrollment and
ends on the last day of the next consecutively following 36th, 60th,
84th, or 120th calendar month, depending on the number of months
established pursuant to Section 3.2, or 5.1.
M. "Disability" means a determination by the Administrative Committee
that a Participant is unable because of illness, injury, accident or
other reason to perform substantially all of the acts which a
Representative normally performs and that such inability is likely to
continue for at least five consecutive months.
N. "Distribution Period" means the thirty-six (36), sixty (60), eighty-
four (84), or one hundred twenty (120) consecutive calendar months
immediately following the end of a Deferral Period. The duration of a
Distribution Period shall be the same number of consecutive calendar
months as the Deferral Period which it immediately follows.
O. "Effective Date" means the first date in which a Registration
Statement filed with the Securities and Exchange Commission ("SEC")
becomes effective, any required state Registration Statement becomes
effective, and the Company's Board has approved the Plan.
-2-
<PAGE>
P. "Enrollment" means a Representative becomes enrolled as a Participant
in the Plan under Section 3.2.
Q. "Enrollment Period" means the period of time commencing on the
Effective Date and concluding on the earliest of (i) the expiration
of 16 months, (ii) the conclusion of the securities offering
comprising the Plan, and (iii) the Effective Date of any amendment to
the securities offering comprising the Plan, or such other date
determined by the Administrative Committee or Board.
R. "Gross Compensation" means the total amount of a Participant's
Compensation, including advisory service fees, but excluding
compensation earned on the sales of certain insurance products through
H.D. Vest Insurance Services, unreduced by any amount.
S. "Net Compensation" means Gross Compensation earned by and while a
Representative of the Company multiplied by the Participant's payout
rate (as defined in the applicable current H.D. Vest payout schedule)
and less any fees, expenses, or other amounts which reduce Gross
Compensation.
T. "Participant" means a Representative of the Company who elects to
participate in the Plan pursuant to Section 3.2, who satisfies all
requirements established by the Administrative Committee and who
designates a Deferral Amount and a Deferral Period pursuant to the
Plan. Participant does not include employees or officers of the
Company.
U. "Representative" means an independent contractor associated with the
Company and licensed to sell securities through H.D. Vest Investment
Securities, Inc. The Company shall promptly inform the Administrative
Committee if any individual ceases to be a Representative.
Representative does not include any employee or officer of the
Company.
V. "Vest" means H.D. Vest, Inc., a Texas Corporation.
2.2 Construction. Whenever any word is used herein in the singular form,
------------
it shall be construed as though it were also used in the plural form in all
cases where it would so apply. Headings of articles and sections are inserted
for convenience and reference, and they constitute no part of the Plan. Except
where otherwise indicated by the context, any masculine terminology herein shall
include the feminine and neuter. When the Plan requires or permits an act to
occur on a day and that day falls on a Saturday, Sunday, or Vest holiday, the
day for the act shall be the next business day.
-3-
<PAGE>
Section 3. Eligibility and Participation
3.1 General. All Participants may defer from a minimum of one percent
-------
(1%) to a maximum of one hundred percent (100%) of their Net Compensation and
may elect to defer Net Compensation for one of four Deferral Periods. The
Deferral Amount shall not exceed the Participant's Net Compensation.
3.2 Enrollment: All representatives shall have the opportunity to enroll
----------
in the Plan during the Enrollment Period or Annual Election Period pursuant to
procedures established by the Administrative Committee. Participants shall, at
that time, choose the Deferral Amount of their future Net Compensation earned
after the Enrollment Period or Annual Election Period and elect a Deferral
Period from the four Deferral Period Options. All such Deferral Amounts shall be
allocated to each Participant's Account as a Cash Equivalent. An Election of the
Deferral Amount and Deferral Period during the Enrollment Period shall begin on
the first Compensation Date that occurs following (30) days subsequent to the
Participant's Enrollment during the Enrollment Period. An election of the
Deferral Amount and Deferral Period during the Annual Election Period shall
begin on the first Compensation Date that occurs with respect to Net
Compensation earned after the end of the Annual Election Period. Following a
Participant's Enrollment or election during the Annual Election Period, any
modification of any Deferral Amount or Deferral Period is governed by Section 4
and 5.
Section 4. Aspects of Deferral
4.1 Electing Deferral Amount. A Participant may elect a Deferral Amount
------------------------
and Deferral Period during the Enrollment Period and each Annual Election Period
by complying with the Plan and all Administrative Committee requirements
(including giving timely written notice and properly completing all forms
required by the Administrative Committee). A Participant must specify the
Deferral Amount as a specific percentage, or dollar amount, of his total Net
Compensation earned during a Deferral Period. The Deferral Amount shall not
exceed the Participant's Net Compensation. Anyone who is no longer a
Representative shall no longer be entitled to elect any Deferral Amounts and
Deferral Amounts shall immediately stop.
4.2 Accounts. When a Participant has appropriately selected a Deferral
--------
Amount, the Administrative Committee shall establish or continue an Account on
the Company's books in the Participant's name. The Participant's Account is a
Cash Equivalent account.
4.3 Participant's Rights. Neither the Administrative Committee nor the
--------------------
Company shall be required to reserve or otherwise set aside funds for the
payment of any Cash Equivalents or other
-4-
<PAGE>
amounts credited to any Account. All Accounts are unfunded accounts established
under the Plan in the Participant's name. Moreover, until a Participant
actually receives a distribution of Cash from his Account, the Participant
maintains a position as a general creditor of the Company as regards any Cash
Equivalent or other amount credited to or to be distributed from the
Participant's Account and as regards any and all rights of the Participant under
the Plan. In addition, the Company shall not be required to actually fund any
Cash Equivalents or credit Cash to any Account until the time for payment
thereof during the Distribution Period. As general unsecured obligations,
Participant's account will be senior in rank to the Company's Common Stock
listed on NASDAQ/NMS. The Company has received an opinion letter from Arthur
Andersen LLP as to the federal income tax consequences to Representatives of the
Company who become Participants in the Plan. Each Participant may request a
copy of the opinion letter.
4.4 Time for Electing Deferral. Except as otherwise permitted in Section
--------------------------
3.2or 4.5, during each Annual Election Period, a Participant shall select the
(i) Deferral Amount and (ii) Deferral Period. Except as provided in Section
4.5, only one Deferral Amount can be selected for one Deferral Period during any
Enrollment Period or Annual Election Period. Any election so made shall remain
in effect until the next Annual Election Period and shall immediately cease if
the Participant is no longer a Representative.
4.5 Prospectively Increasing Deferral Amount. An election to increase the
----------------------------------------
Deferral Amount may be made during the Enrollment Period and must be in writing
pursuant to procedures established by the Administrative Committee. Any election
to increase prospectively the Deferral Amount shall begin on the first
Compensation Date that occurs following 30 days subsequent to the Company's
receipt of the written request to increase the Deferral Amount in accordance
with procedures established by the Administrative Committee. Unless the
Participant prospectively increases the Deferral Amount under this Section 4.5,
such an election shall remain in effect until the next Annual Election
Period,the Participant ceases to be a Representative or the Plan is terminated.
Any such increase in the Deferral Amount elected shall be deferred for the same
Deferral Period which applies to the other Deferral Amount selected during the
most recent preceding Initial Enrollment Period or Annual Election Period during
which the Participant elected a Deferral Amount.
4.6 Prospectively Decreasing Deferral Amount. A Participant may elect to
decrease future Deferral Amounts during an Annual Election Period only. Any such
decrease in the Deferral Amount shall become effective on the first Compensation
Date with respect to Net Compensation earned subsequent to the end of the Annual
Election Period.
4.7 Changing Deferral Periods. A participant may elect to change the
Deferral Period for prospective Deferral Amounts during the Annual Election
Period only in accordance with procedures established by the Administrative
Committee.
-5-
<PAGE>
4.8 Irrevocable Selections. Once the Participant has selected a Deferral
----------------------
Amount and a Deferral Period, he may not change that Deferral Period and he may
only change the Deferral Amount for the Deferral Period pursuant to Section 4.5
or 4.6.
Section 5. Deferral Periods and Company Matching Contributions
5.1 Deferral Periods. Except as otherwise permitted in Sections 3.2,
----------------
during the Enrollment Period, Participants shall select one of four Deferral
Periods:
Option No. 1 Deferral Amount deferred for thirty-six months (36
months).
Option No. 2 Deferral Amount deferred for sixty months (60 months).
Option No. 3 Deferral Amount deferred for eighty-four months (84
months).
Option No. 4 Deferral Amount deferred for one hundred twenty months
(120 months).
5.2 Company Matching Contribution. Depending on the Deferral Period and
-----------------------------
Deferral Amount selected by the Participant, the Company shall allocate the
Company's Matching Contribution to the Participant's Account pursuant to Section
4.2. In addition, the Company may, prior to any calendar year, establish a
Matching Contribution for aggregate total Deferral Amount elected by all
Participants for such year. For the Plan year ending December 31, 2000, the
amount of the Company's Matching Contribution is determined as follows:
COMPANY MATCHING CONTRIBUTION
AS A PERCENTAGE OF THE DEFERRAL AMOUNT
--------------------------------------
DEFERRAL PERIOD COMPANY MATCHING
--------------- ----------------
CONTRIBUTION CASH
-----------------
Option 1: 36 Months 41%
Option 2: 60 Months 85%
Option 3: 84 Months 151%
Option 4: 120 Months 305%
-6-
<PAGE>
5.3 Forfeiture of Company Matching Contribution. Anyone who is no longer
-------------------------------------------
a Representative shall no longer receive any Company Matching Contributions.
Anyone who ceases being a Representative of the Company before the expiration of
the Deferral Period for any reason other than death, Disability, or attaining
the age of 65, shall forfeit all of the Company's Matching Contributions for
which any Deferral Period has not expired. Forfeited Company Matching
Contributions shall revert to the Company. The Company shall distribute the
rest of the terminated Participant's Account, excluding all amounts attributable
to the Company's Matching Contributions, during the Distribution Period. A
disabled Participant or Participant attaining the age of 65 who ceases being a
Representative of the Company shall not forfeit the Company's Matching
Contribution unless the Participant becomes a registered representative of a
broker/dealer other than H.D. Vest Investment Securities, Inc. or its successor
or assign prior to the end of the Participant's Deferral Period.
Section 6. Distribution of Accounts
6.1 Payment of Accounts. The Participant has no right to demand or
--------------------
receive any payment or distribution in kind or in Cash of any amount in a
Participant's Account until its payment is due during the Distribution Period.
All amounts credited to an Account shall be distributed as Cash. Subject to the
Plan, the Deferral Amounts and non-forfeited Company Matching Contributions
credited to a Participant's Account for each Deferral Period shall be
distributed to the Participant as follows:
Normal Representative Commissions are paid bi-monthly; therefore, the
payments of the Deferred Compensation and Matching Contributions will be
paid bi-monthly subsequent to the end of the Deferral Period. Consequently,
if a Representative elects to defer an amount of his or her bi-monthly
compensation for a period of 36 months, he or she will receive payment of
that Deferred Amount and matching contribution 37 months from the date of
the deferral. Each representative payroll period and Deferral Amount shall
be payable independently from one another under the Plan.
6.2 Payment to Deceased Participant's Estate. If a Participant dies
----------------------------------------
before all of his Account has been distributed to him, the amount remaining
shall be distributed at the Administrative Committee's discretion either (i) in
payments at the same times, and in the same manner, as were being paid to the
Participant before death or (ii) in accelerated payments to any
-7-
<PAGE>
extent that the Administrative Committee determines appropriate. Such
distribution shall be made to the beneficiary or beneficiaries determined under
Section 6.3.
6.3 Designation of Beneficiary. A Participant may designate a beneficiary
--------------------------
in a form provided, approved, and accepted by the Administrative Committee. In
the absence of such a form, all amounts remaining in a deceased Participant's
Account shall be distributed to the deceased Participant's estate.
6.4 Disabled Participants. If a Participant becomes disabled before all
---------------------
of his Account has been distributed to him, the amount remaining shall be
distributed at the Administrative Committee's discretion either (i) in payments
at the same times, and in the same manner, as were being paid to the Participant
before his disability or (ii) in accelerated payments to any extent that the
Administrative Committee determines appropriate.
Section 7. Miscellaneous
7.1 Plan Administration. The members of the Administrative Committee
-------------------
shall be appointed by the Board and shall function pursuant to rules and
procedures approved or ratified by the Board. Any vacancy on the Administrative
Committee shall be filled by the Board.
7.2 Finality of Determinations. Sole and absolute authority and
--------------------------
discretion to apply, interpret and implement this Plan, including the
determination of any contested issues or claims arising under the Plan, shall be
vested in the Administrative Committee. By way of example, the Administrative
Committee shall assure that allocations to any Account are based on Net
Compensation actually earned by a Representative/Participant and may make any
increases or deductions in any Account to correct any erroneous amount of Net
Compensation, Deferral Amount or Company Matching Contribution. Any
determination by the Administrative Committee shall be final and binding for all
purposes and upon all interested persons and their heirs, successors and
personal representatives.
7.3 Amendment, Suspension, or Termination of the Plan. The Board may
-------------------------------------------------
amend, suspend or terminate the Plan in whole or in part at any time, provided
that such amendment, suspension or termination shall not adversely affect any
rights or obligations under the Plan with respect to amounts credited to the
Account of any Participant before the amendment, suspension or termination.
7.4 Limitations on Transfer. Participants shall have no right to any
amount credited to their Accounts except as set forth
-8-
<PAGE>
in the Plan. Neither such rights nor any amount credited to any Account may be
anticipated, assigned, alienated or transferred, except pursuant to Section 6.3.
Any attempt to alienate, sell, exchange, transfer, assign, pledge, hypothecate
or otherwise encumber or dispose of any such rights or amounts by a Participant,
the spouse of a Participant, or any other person shall be void and of no effect.
The foregoing limitations on transfer or assignment shall apply with equal force
and effect to any person who is designated or becomes a beneficiary pursuant to
Section 6.3.
7.5 Release. The Administrative Committee may require as a condition
-------
precedent before the distribution of any amount from any Account a complete
release and final settlement from the Participant and/or the Participant's
spouse, any beneficiary or either or any other person of all claims against the
Company, the Administrative Committee, the Plan or any other individual or
person.
7.6 Governing Law. The Plan and all agreements hereunder shall be
-------------
construed in accordance with and governed by the laws of the State of Texas. Any
elections to be made under this Plan shall be accepted and all actions to be
taken or payments under the Plan shall occur and be made at the Company's home
office located at 6333 North State Highway 161, Fourth Floor, Irving, Texas,
75038, or as such other location specified by the Administrative Committee.
Because of its terms and provisions, the Plan is not governed by the Employer
Retirement Income Security Act of 1974, as amended.
7.7 Statement of Account. A statement will be sent to each Participant as
--------------------
to his Account at least once each calendar year.
7.8 Expenses of Administration. All costs and expenses incurred in the
--------------------------
operation and administration of this Plan shall be borne by the Company.
-9-
