EXHIBIT 10


                      SUMMARY OF DEFERRED COMPENSATION PLAN
                      FOR DIRECTORS AND EXECUTIVE OFFICERS

     In  December  1996,   life  insurance   contracts  were  purchased  by  the
Registrant. The Registrant is the owner of the contracts. One of the purposes of
these  contracts  was to replace a current  group  life  insurance  program  for
executive officers and implement a deferred  compensation plan for directors and
executive officers in 1996.  Participants in the deferred  compensation plan are
eligible to receive distribution of their  contributions,  plus accrued interest
earned at no greater than market rate on reinvestment of the contributions, upon
reaching age 70, provided that, if a participant dies before reaching age 70 and
the  participant  qualifies,  distribution  shall  be made to the  participant's
designated  beneficiary  in an  amount  equal to what the  director  would  have
accumulated  if the  participant  had reached age 70 and had  continued  to make
contributions   to  the  plan.  The  cost  of  providing  the  benefits  to  the
participants will be offset by the earnings on the life insurance contracts.