Exhibit 10.2      Description of the Executive Deferred Compensation Plan













10.2
                      Executive Deferred Compensation Plan

         In July 2002, our board of directors approved and established an
executive officer deferred compensation plan. Under this plan, we have entered
into nonqualified defined benefit deferred compensation agreements with
participating executive officers. Each agreement is substantially the same. The
following is a summary of the plan.

         Our board approved a benefit level of 30% of each participant's base
salary, which automatically increases each year by 4%. Benefits are paid monthly
for fifteen years. Benefits for each participant vest 10% for each year of
service (beginning at the date of hire) up to 100% at the conclusion of the
tenth year of service. The vested accrual balance draws interest at an annual
rate of 7.5%, compounded monthly, from termination until the commencement of
payments. The annual benefit is payable in 12 monthly installments following the
participant's normal retirement date, as defined in each agreement. Following
involuntary termination after a change of control, the participant will be
entitled to an annual benefit equal to the normal retirement benefit as if the
participant remained in service to the company until the normal retirement age
of 65. No further benefits will be paid under the agreement following the death
of the participant. We will not pay any benefits to a participant if he or she
is terminated for cause, commits suicide, or violates certain non-competition or
non-solicitation covenants.







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