Severance Agreements - Tom Brown Inc. and Donald L. Evans, William R. Granberry, Peter R. Scherer, Thomas W. Dyk, Bruce R. DeBoer, Clifford C. Drescher, Richard B. Porter, R. Kim Harris, B. Jack Reed and William H. Munn II


                              SEVERANCE AGREEMENT

         This SEVERANCE AGREEMENT (the 'Agreement'), dated as of July 1, 1998
is between TOM BROWN, INC., a Delaware corporation (the 'Company'), and
________________________ ('Executive').

         WHEREAS, the Board of Directors of the Company (the 'Board')
recognizes the possibility of a proposed or threatened transaction or
transactions, the aggregate effect of which may be a Change in Control or an
Asset Acquisition (both as defined in Section 2(c) hereof) (each of which is
referred to below as a 'Transaction');

         WHEREAS, the Board has determined that, pending the consideration of
such a Transaction, it is imperative that the Company and the Board be able to
rely upon Executive to continue in Executive's position, and that the Company
be able to receive and rely upon Executive's advice, if requested, as to the
best interests of the Company and its shareholders without concern that
Executive might be distracted by the personal uncertainties and risks created
by such proposed Transaction; and

         WHEREAS, the Board has authorized the Company to enter into a
severance agreement in the form hereof with Executive.

         NOW, THEREFORE, to assure the Company that it will have the continued
dedication of Executive and the availability of Executive's advice and counsel
notwithstanding the possibility, threat or occurrence of any Transaction, and
to induce Executive to remain in the employ of the Company, and for other good
and valuable consideration, the Company and Executive agree as follows:

         1.      SERVICES DURING CERTAIN EVENTS.

                 (a)      Executive agrees that Executive will not voluntarily
         leave the employ of the Company, and will render the services
         contemplated in the recitals to this Agreement, during the pendency of
         any Transaction and until such Transaction has been consummated or the
         discussions relating to any such Transaction are terminated.

                 (b)      In the event an Asset Acquisition with a Person other
         than the  Company is proposed or a Person begins a tender or exchange
         offer or takes other steps to effect a Change in Control, Executive
         agrees that Executive will not voluntarily leave the employ of the
         Company, and will render the services contemplated in the recitals to
         this Agreement, until such Asset Acquisition is effected or terminated
         or such Person has abandoned or terminated its efforts to effect a
         Change in Control or until a Change in Control has occurred.

         2.      TERMINATION FOLLOWING CERTAIN EVENTS.      Except as provided
in Section 4 hereof, the Company will provide or cause to be provided to
Executive the rights and benefits described in Section 3 hereof in the event
that Executive's employment by the






Company is terminated within two (2) years following an Asset Acquisition or a
Change in Control (or, if prior to an Asset Acquisition or a Change in Control,
the Executive's employment by the Company is terminated and if it is reasonably
demonstrated by the Executive that such termination of employment was at the
request of a third party who has taken steps reasonably calculated to effect an
Asset Acquisition or a Change in Control or otherwise arose in connection with
or anticipation of an Asset Acquisition or a Change in Control) and such
termination is instituted:

                 (a)      by the Company for reasons other than:

                          (i)      (as defined in Section 4(a) hereof),
                          
                          (ii)     Executive's death or disability, or
                          
                          (iii)    Executive's retirement on or after
                 reaching age 65 ('Normal Retirement Date'), or

                 (b)      by Executive following the occurrence of any of the
         following events without Executive's written consent (but in no event
         upon termination for cause, as defined in Section 4(a) hereof, by the
         Company):

                          (i)     the assignment of Executive to any duties or
                 responsibilities that are materially inconsistent with
                 Executive's position and status with the Company,

                          (ii)    the reduction of Executive's Earnings (as
                 defined in Section 3(a)) (including any deferred portion
                 thereof),

                          (iii)   a  diminution in (A) Executive's eligibility
                 to participate in bonus, stock option, incentive award and
                 other compensation plans or (B) employee benefits (including
                 but not limited to medical, dental, life insurance, long term
                 disability and supplemental employee retirement  plans) and
                 perquisites applicable to Executive, or

                          (iv)    a change in the location of Executive's
                 principal place of employment by the Company from the location
                 where Executive was principally  employed,

         each such event determined as compared to Executive's terms and
         conditions of employment immediately prior to such Asset Acquisition
         or Change in Control or anticipatory period preceding such Asset
         Acquisition or Change in Control, if applicable.

                 (c)      Certain Definitions.  For purposes of this Agreement:

                          (i)     an 'Asset Acquisition' shall be deemed to
                 have occurred if any Person, a group or groups of related or
                 unrelated Persons acquires more than fifty percent (50%) in
                 value of the oil and gas properties of the Company pursuant to
                 one or  more transactions with the Company during the term of
                 this Agreement.

                          (ii)    a 'Change in Control' shall be deemed to have
                 occurred if (A) any Person is or becomes the Beneficial Owner
                 (as defined in Section 2(c) hereof) of securities of the
                 Company representing twenty percent (20%) or more of the
                 Voting Power (as defined in Section 2(c) hereof), (B) there
                 shall occur a change in the composition of a majority of the
                 Board within any period of four (4) consecutive years which
                 change shall not have been approved by a majority of the Board
                 as constituted immediately prior to such change in
                 composition, (C) at any meeting of the shareholders of the
                 Company called for the purpose of electing directors, more
                 than one of the persons nominated by the Board for election as
                 directors shall fail to be elected, or (D) the consummation of
                 a merger, consolidation, sale of substantially all of the
                 assets of the Company or other reorganization of the Company,
                 other than a reincorporation, in which the Company does not
                 survive.

                          (iii)   (A) 'Person' shall have the meaning set forth
                 in Sections 3(a)(9) and 13(d)(3) of the Securities Exchange
                 Act of 1934, as in effect on May 1, 1995, (B) 'Beneficial
                 Owner' shall have the meaning set forth in Rules 13d-3 and
                 13d-5 under the Securities Exchange Act of 1934, as in effect
                 on May 1, 1998, and (C) 'Voting Power' shall mean the voting
                 power of the outstanding securities of the Company having the
                 right under ordinary circumstances to vote at an election of
                 the Board.

         3.      RIGHTS AND BENEFITS UPON TERMINATION.  Subject  to the
conditions set forth in Section 4 hereof, in the event Executive is entitled
pursuant to Section 2 hereof to receive the rights and benefits described in
this Section 3 as a result of the termination of Executive's employment
('Termination'), the Company agrees to provide or cause to be provided to
Executive the following rights and benefits:

                 (a)      Cash Payment.  Executive shall be entitled to receive
         not later than five (5) days following the date of Termination a
         lump-sum payment in cash in an amount equal to a multiple of
         ____________ (____) times the Executive's Earnings (as such term is
         defined below).  For purposes of this Agreement, 'Earnings' shall mean
         the total of (i) the base salary paid to Executive during the twelve
         month period preceding the date of Termination; and (ii) the amount of
         any bonus or bonuses paid to Executive during the twelve month period
         preceding the date of Termination; but no less than the base salary
         and bonuses paid to Executive during the twelve month period preceding
         the Asset Acquisition or Change in Control or anticipatory period
         preceding such Asset Acquisition or Change in Control, if applicable.





                                      -3-

                 (b)      Insurance and Other Similar Benefits.  To the extent
         Executive is eligible thereunder, Executive shall continue to be
         covered by the life insurance, medical and dental plans, and accident
         and disability plans of the Company or any successor plan or program
         in effect at Termination for employees in the same class or category
         as Executive, subject to the terms of such plans and to Executive's
         making any required contributions thereto, for a period of
         _________________ (___) years after the date of Termination, exclusive
         of and in addition to all benefits required by the Consolidated
         Omnibus Budget Reconciliation Act of 1985 ('COBRA'), (or until
         Executive's Normal Retirement Date, whichever is sooner); provided,
         however, that if during such period Executive should enter into the
         employ of another company or firm which provides such benefits
         (similar in scope to those currently provided by the Company) to its
         executives in general, the Company's obligations to provide such
         benefits shall cease.  In the event Executive is ineligible  to
         continue to be so covered under the terms of any such benefit plan or
         program, or, in the event Executive is eligible but the benefits
         applicable to Executive are not substantially equivalent to the
         benefits applicable to Executive immediately prior to Termination, for
         the aforementioned period, the Company shall provide to Executive
         through other sources such benefits, including such additional
         benefits, as may be necessary to make the benefits applicable to
         Executive substantially equivalent (on an after-tax basis) to those in
         effect before Termination.  Nothing contained in this paragraph shall
         be deemed to require or cause termination or restriction of any of
         Executive's coverages under any such benefit plan or program of the
         Company or any of its subsidiaries or any successor plan or program
         thereto to which Executive is entitled under the terms of such plan or
         program, whether at the end of the aforementioned period or at any
         other time.

                 (c)      Other Benefit Plans.  The specific arrangements
         referred to in this Section 3 are not intended to require or to
         exclude Executive's continued participation in other benefit plans in
         which Executive currently  participates or which are available to
         executive personnel generally in the class or category of Executive or
         to preclude other compensation or benefits as may be authorized by the
         Board from time to time.

                 (d)      Duty to Mitigate.  Executive's entitlement to
         benefits hereunder shall not be governed by any duty to mitigate by
         seeking further employment nor offset by any compensation which
         Executive may receive from future employment.

         4.      CONDITIONS TO THE OBLIGATIONS OF THE COMPANY.  The Company
shall have no obligation to provide or cause to be provided to Executive the
rights and benefits described in Section 3 hereof if any of the following
events shall occur:

                 (a)      the Company shall terminate Executive's employment by
         reason of Executive's (i) conviction of a felony or a misdemeanor
         involving moral





                                      -4-

         turpitude, (ii) failure to perform his duties or responsibilities in a
         manner satisfactory to the Company, (iii) engagement in conduct which
         is injurious (monetarily or otherwise) to the Company or any of its
         affiliates (including, without limitation, misuse of the Company's or
         an affiliate's funds or other property), (iv) engagement in business
         activities which are in conflict with the business interests of the
         Company, (v) insubordination or (vi) engagement in conduct which is in
         violation of the Company's safety rules or standards or which
         otherwise causes injury to another employee or any other person
         (termination for 'cause'); or

                 (b)      Executive shall not, promptly after Termination and
         upon receiving a written request to do so, resign as a director or
         officer of the Company and each subsidiary and affiliate of the
         Company of which Executive is then serving as a director or officer;
         or

                 (c)      Executive shall fail to release the Company, its
         affiliates and their officers, directors, employees and agents from
         any and all claims and causes of action, in a written form acceptable
         to the Company and signed by the Executive.

5.       CONFIDENTIALITY AND CONSULTANCY.

                 (a)      Confidentiality.  Executive agrees that at all times
         following Termination, Executive will not, without the prior written
         consent of the Company, disclose to any person, firm or corporation
         any confidential information of the Company or its subsidiaries which
         is now known to Executive or which hereafter may become known to
         Executive as a result of his employment or association with the
         Company and which could be helpful to a competitor, unless such
         disclosure is required under the terms of a valid and effective
         subpoena or order issued by a court or governmental body; provided,
         however, that the foregoing shall not apply to confidential
         information which becomes publicly disseminated by means other than a
         breach of this Agreement.

                 (b)      Consultation.  Executive agrees that, for a period of
         one (1) year following the date of Termination, Executive will use
         reasonable efforts to be available to the Company for consultation
         with the Board and senior officers of the Company; provided, however,
         that Executive shall not be required to perform consulting services
         (i) for more than three (3) days in any month or (ii) for more than
         ten (10) hours in any month.  It is expressly agreed that Executive's
         consulting services will be required at such time and such places as
         will result in the least inconvenience to Executive, taking into
         consideration Executive's other business commitments during such
         period which may obligate Executive to honor such other commitments
         prior to Executive's rendering services hereunder.  It is further
         agreed that Executive's consulting services shall be rendered by
         personal consultation at Executive's principal residence or office,
         wherever maintained, or by correspondence through mail, telephone or
         electronic mail or other similar modes of communication at times,
         including weekends and evenings, most





                                      -5-

         convenient to Executive.  The Company and Executive agree that if,
         during such period, Executive should enter into the full-time employ
         of another company or firm, Executive shall not be required to consult
         at times that will conflict with Executive's responsibilities with
         respect to such employment.

                 (c)      Remedies for Breach.  It is recognized that damages
         in the event of breach of this Section 5 by Executive would be
         difficult, if not impossible, to ascertain, and it is therefore agreed
         that the Company, in addition to and without limiting any other remedy
         or right it may have, shall have the right to an injunction or other
         equitable relief in any court of competent jurisdiction enjoining any
         such breach, and Executive hereby waives any and all defenses
         Executive may have on the ground of lack of jurisdiction or competence
         of the court to grant such an injunction or other equitable relief.
         The existence of this right shall not preclude the Company from
         pursuing any other rights and remedies at law or in equity which the
         Company may have.

         6.      REDUCTION IN PAYMENTS.  Notwithstanding the provisions of
Section 3(a) hereof, in no event shall any payment to be made under Section
3(a) exceed $1.00 less than three times the Executive's 'base amount' within
the meaning of Section 280 G of the Internal Revenue Code of 1986, as amended
(the 'Code').  If any portion of the payments or benefits to be made available
to Executive pursuant to Section 3 would be considered an 'excess parachute
payment' within the meaning of Section 280G of the Code, the amount of cash
otherwise payable to Executive pursuant to Section 3(a) hereof shall be reduced
to the extent (but only to the extent) necessary to cause no portion of the
payments or benefits made available to the Executive pursuant to Section 3
hereof to be considered an 'excess parachute payment' within the meaning of
Section 280G of the Code.  Arthur Andersen LLP or such other accounting firm
that may be agreed upon by the Company and the Executive (the 'Accounting
Firm') shall determine the Executive's  'base amount' and the amount of any
'excess parachute payments' for purposes of this Section 6.  All determinations
made by the Accounting Firm shall be made within 60 days of Termination and
shall be binding on the Company and the Executive.  All fees and expenses of
the Accounting Firm shall be borne solely by the Company.

         7.      TERM OF AGREEMENT.  This Agreement shall remain in full force
and effect through December 31, 2003, and, beginning each January 1st
thereafter, this Agreement shall be automatically extended for additional one
(1) year periods, unless by September 30th of any year the Company gives notice
that this Agreement will not be so extended.  Notwithstanding the foregoing,
the term of this Agreement is automatically extended for a minimum of
twenty-four (24) months following an Asset Acquisition or a Change in Control.

         8.      MISCELLANEOUS.

                 (a)      Assignment.  No right, benefit or interest hereunder
         shall be subject to assignment, anticipation, alienation, sale,
         encumbrance, charge, pledge, hypothecation or set-off in respect of
         any claim, debt or obligation, or to





                                      -6-

         execution, attachment, levy or similar process; provided, however,
         that Executive may assign any right, benefit or interest hereunder if
         such assignment is permitted under the terms of any plan or policy of
         insurance or annuity contract governing such right, benefit or
         interest.

                 (b)      Construction of Agreement.  Except as expressly
         provided herein, nothing in this Agreement shall be construed to amend
         any provision of any plan or policy of the Company.  This Agreement is
         not, and nothing herein shall be deemed to create, a commitment of
         continued employment of Executive by the Company.  The benefits
         provided under this Agreement shall be in addition to any other
         compensation agreement or arrangement that the Company may have with
         Executive.

                 (c)      Amendment.  This Agreement may not be amended,
         modified or cancelled except by written agreement of the parties.

                 (d)      Waiver.  No provision of this Agreement may be waived
         except by a writing signed by the party to be bound thereby.

                 (e)      Severability.  In the event that any provision or
         portion of this Agreement shall be determined to be invalid or
         unenforceable for any reason, the remaining provisions of this
         Agreement shall remain in full force and effect to the fullest extent
         permitted by law.

                 (f)      Successors.

                          (i)     The Company will require any successor,
                 whether direct or indirect, by purchase, merger, consolidation
                 or otherwise, to all or substantially all of the business
                 and/or assets of the Company to expressly assume and agree to
                 perform this Agreement in the same manner and to the same
                 extent that the Company would be required to perform it if no
                 such succession had taken place.

                          (ii)    This Agreement shall inure to the benefit of,
                 and be enforceable by, Executive's personal or legal
                 representatives, executors, administrators, successors, heirs,
                 distributees, devisees and legates.  If the Executive dies
                 prior to the receipt of all benefits payable hereunder with
                 respect to events occurring prior to death, all such benefits
                 shall be paid pursuant to the last beneficiary designation
                 executed by the Executive and filed with the Company.  If no
                 beneficiary form has been filed with respect to this
                 Agreement, all such benefits shall be paid to the Executive's
                 estate.

                 (g)      Taxes.  Any payment or delivery required under this
         Agreement shall be subject to all requirements of the law with regard
         to withholding of taxes, filing, making of reports and the like, and
         the Company shall use its best efforts to satisfy promptly all such
         requirements.





                                      -7-

                 (h)      GOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED AND
         CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, WITHOUT
         GIVING EFFECT TO ITS CONFLICTS OF LAWS PRINCIPLES.

                 (i)      Not Contract of Employment.  Subject to the
         provisions of Sections 1 (a) and (b), and Section 3, of this
         Agreement, the entering into of this Agreement shall not be deemed to
         be a contract of employment between the Company and the Executive, or
         to be consideration for the employment of the Executive, and thus
         nothing herein contained shall be deemed to give the Executive the
         right to be retained in the employ of the Company or to restrict the
         right of the Company to discharge the Executive at any time.

                 (j)      Gender.  Wherever in this instrument words are used
         in the masculine or neuter gender, they shall be read and construed as
         in the masculine, feminine or neuter gender wherever they would so
         apply, and vice versa.  Wherever words appear in the singular or
         plural, they shall be read and construed as in the plural or singular,
         respectively, wherever they would so apply.

                 (k)      Headings.  The headings of the Sections herein are
         included solely for reference convenience, and shall not in any way
         affect the meaning or interpretation of the Agreement.

                 (l)      Entire Agreement.  This Agreement sets forth the
         entire agreement and understanding of the parties hereto with respect
         to the matters covered hereby.

         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.

                                        TOM BROWN, INC.



                                        By:_________________________________




                                        EXECUTIVE



                                        By:_________________________________





                                      -8-





                              Severance Agreements

                         Officer                       Multiple
                         -------                       --------

                    Donald L. Evans                       2.5
                    William R. Granberry                  2
                    Peter R. Scherer                      2
                    Thomas W. Dyk                         2
                    Bruce R. DeBoer                       2
                    Clifford C. Drescher                  2
                    Richard B. Porter                     2
                    R. Kim Harris                         2
                    B. Jack Reed                          2
                    William H. Munn, II                   2