<PAGE>

                                                                   EXHIBIT 10.69
                                                                   -------------

                        THE MIIX GROUP, INCORPORATED AND
                   NEW JERSEY STATE MEDICAL UNDERWRITERS, INC.

                           DEFERRED COMPENSATION PLAN

The Non-Qualified Deferred Compensation Agreement ("Agreement" or "Plan") is
entered into and effective March 19, 2002, ("Effective Date"), by and between
The MIIX Group, Incorporated, New Jersey State Medical Underwriters, Inc.
("Employer" or "Company") and William G. Davis, Jr. (hereinafter sometimes
referred to as "Employee" or "Participant").

WITNESSETH THAT:

In consideration of the agreements hereinafter contained the parties hereto
agree as follows:

1.1.    ESTABLISHMENT OF PLAN. Employer hereby establishes this Deferred
        Compensation Plan which shall become effective as of the date selected
        by Employer. The Plan shall be maintained for the exclusive benefit of
        Employee.

1.2.    NATURE OF PLAN. The Plan is intended to be and at all times shall be
        interpreted and administered so as to qualify as an unfunded plan of
        deferred compensation for purposes of the Internal Revenue Code of 1986,
        as amended, and regulations thereunder, and the Employee Retirement
        Income Security Act of 1974.

1.3.    PURPOSE OF PLAN. The purpose of this Plan is to enable Employee to
        enhance his financial security by permitting him to enter into this
        agreement with Employer to defer his compensation and receive benefits
        in a future year.

1.4.    APPLICABLE COMPENSATION. Elections to defer compensation shall be made
        with respect to compensation not yet earned. In the case of bonuses or
        other nonperiodic payments, such compensation shall be treated as earned
        no earlier than the day on which the amount payable has been determined.
        In the case of periodic payments such as salary, such compensation shall
        be treated as earned no earlier than the day prior to the day on which
        the service period giving rise to the salary has commenced. In the case
        of Dividend Equivalents (awarded pursuant to The MIIX Group,
        Incorporated Amended and Restated 1998 Long Term Incentive Equity Plan)
        converted into cash, such compensation shall be treated as earned no
        earlier than the day prior to the day on which such Dividend Equivalents
        are credited to the account maintained on behalf of the Participant
        under Sections 6.4 and 9.3 of the Equity Plan.

1.5.    DEFERRAL OF COMPENSATION. Employee shall make an irrevocable election to
        defer compensation to be paid by Employer by the signing of an Election
        to Defer in the form approved by Employer. Deferrals under such
        elections shall be effective on the date the Election to Defer is
        properly completed by Employee and accepted by

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        Employer. Employer shall acknowledge receipt of Employee's deferral
        election by signing the Election to Defer and returning it to Employee
        within 14 days of receipt.

1.6.    EARNINGS. Interest shall be credited monthly by Employer on amounts
        deferred under this Plan at a rate of return equal to the aggregate
        investment portfolio yield for The MIIX Group of Companies or, if
        applicable, the return directly associated with any specific investment
        alternatives chosen by Employee and approved by Employer, including, but
        not limited to, any income (loss) and realized and unrealized gains
        (losses). Employee may change selected investment alternatives on a
        prospective basis only.

1.7.    COMMENCEMENT OF DISTRIBUTIONS. Distribution of benefits to Participant
        under the Plan shall commence no earlier than March ___, 2007, PROVIDED,
        HOWEVER, that distribution shall be accelerated in the event Employee
        separates from service of Employer for any reason prior to March ___,
        2007. In such event, Plan benefits shall commence within 60 days after
        such separation from service. Notwithstanding the foregoing, if
        Participant dies prior to the time his/her benefits under this Plan have
        been distributed in full, any remaining portion of benefits yet to be
        distributed under this Plan shall be distributed as soon as
        administratively practicable to Participant's estate or such other
        beneficiary as designated by Participant on a Beneficiary Designation
        Form.

1.8.    MANNER OF PAYMENT. Distributions shall be made in cash by Employer
        except to the extent that Participant elects to receive payment in the
        form of property that was designated as an investment alternative as
        provided in Section 1.6 of this Agreement. In such case, any cash due
        shall be reduced by the fair market value of such in kind payment at the
        time of the distribution.

1.9.    PLAN ADMINISTRATION. The Company shall be responsible for the
        administration of the Plan, including any associated costs.

1.10.   OWNERSHIP OF ASSETS. All amounts of compensation deferred under the
        Plan, all property and rights purchased with such amounts, and all
        income attributable to such amounts, property, or rights shall remain
        (until made available to Participant) solely the property and rights of
        the Company (without being restricted to the provisions of benefits
        under the Plan) and shall be subject to the claims of the Company's
        general creditors.

1.11.   LIMITATION OF RIGHTS / EMPLOYMENT RELATIONSHIP. Neither the
        establishment of this Plan nor any modification thereof, nor the
        creation of any fund or account, nor the payment of any benefits, shall
        be construed as giving Participant or any other person any legal or
        equitable right against Employer except as provided in the Plan.

1.12.   LIMITATION OF ASSIGNMENT. Benefits under the Plan may not be assigned,
        sold, transferred, or encumbered, and any attempt to do so shall be
        void. Participant's


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        interest in benefits under the Plan shall not be subjected to debts or
        liabilities of any kind and shall not be subject to attachment,
        garnishment, or other legal process.

1.13.   REPRESENTATIONS. Employer does not represent or guarantee that any
        particular federal or state income, payroll, personal property, or other
        tax consequence will result from participation in this Plan. Participant
        should consult with professional tax advisors to determine the tax
        consequences of his/her participation.

1.14.   APPLICABLE LAW. This Plan shall be construed in accordance with
        applicable federal law and, to the extent otherwise applicable, the law
        of the State of New Jersey.

1.15.   RESPONSIBILITY FOR TAXES. Participant is responsible for all federal,
        state, and other taxes assessed on amounts deferred under this Plan.
        Employer shall have the right to withhold or reduce Plan benefits to
        satisfy such withholding obligations, as it may deem necessary to ensure
        proper withholding procedures.

1.16.   ESTABLISHMENT OF TRUST. In the event of a Change in Control as defined
        in Paragraph 1.19, the Employer shall immediately establish the
        Employee's Trust (the "Trust") and contribute assets to such Trust in an
        amount equal to the Employer's obligations to the Participant under this
        Plan determined as of the date of the Change in Control. Prior to such a
        Change in Control, the Employer may, at its option and in its sole
        discretion, establish such a Trust. Such Trust shall be established in
        accordance with the Internal Revenue Service model trust agreement as
        set forth in Revenue Procedure 92-64.

1.17.   EFFECT OF THE TRUST. The provisions of the Plan shall govern the rights
        of the Participant to receive distributions pursuant to the Plan. The
        provisions of the Trust shall govern the rights of the Participant and
        the creditors of the Employer to the assets transferred to the Trust.
        The Employer shall at all times remain liable to carry out its
        obligations under the Plan. The Employee's obligations under the Plan
        may be satisfied with Trust assets distributed pursuant to the terms of
        the Trust, and any such distribution shall reduce the Employee's
        obligation under the Plan.

1.18.   PRIOR PLANS AND AGREEMENTS. This Plan supercedes all prior plans and
        agreements between the Company and the Employee with respect to deferred
        compensation and all sums and investments held under such other plans
        and agreements shall be transferred to this Plan and administered under
        its terms.

1.19.   DEFINITIONS. For purposes of Paragraph 1.16, the following capitalized
        words shall have the meanings set forth below:

        1.19.1. "CHANGE IN CONTROL" shall be as defined in Section 3.5 of the
                Employment Agreement dated as of March ___, 2002 among the MIIX
                Group, Incorporated, New Jersey State Medical Underwriters, Inc.
                and William G. Davis, Jr.


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<PAGE>

IN WITNESS WHEREOF, the parties have executed this Agreement on one or more
counterparts which, taken together, shall constitute one Agreement, which
Agreement shall be effective as of the date recited above.

THE MIIX GROUP, INCORPORATED


By:
   --------------------------------            ---------------------------------
                                               Date

NEW JERSEY STATE MEDICAL
UNDERWRITERS, INC.

By:
   --------------------------------            ---------------------------------
                                               Date

-----------------------------------            ---------------------------------
         WILLIAM G. DAVIS, JR.                 Date


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<PAGE>

                        THE MIIX GROUP, INCORPORATED AND
                   NEW JERSEY STATE MEDICAL UNDERWRITERS, INC.

                           DEFERRED COMPENSATION PLAN

                            INVESTMENT ELECTION FORM
--------------------------------------------------------------------------------

Pursuant to the terms of the Non-Qualified Deferred Compensation Agreement
entered into between me, The MIIX Group, Incorporated, and New Jersey State
Medical Underwriters, Inc. effective March___, 2002 ("Plan"), I hereby revoke
any prior investment designations for the amounts credited to my account balance
under the Plan, and I hereby elect the following investments for amounts
credited to my account. This election is to be effective at the earliest date
permissible under and subject to all of the terms of, the Plan:

Investment Options Percentage of Plan Account:

      1.     Specified Investments*                     $
                                                         ----------------
      2.     Unspecified**                               100%

      3.
             ------------------------------              -----------------
      4.
             ------------------------------              -----------------
      5.
             ------------------------------              -----------------
      Total                                             $
             ------------------------------              -----------------

* Specify Investment:
                     --------------------------------------------------
** Therefore earning interest in an amount equal to the consolidated aggregate
investment portfolio yield for The MIIX Group of Companies


Participant's Signature:
                        -------------------------------------------------

Print Name:
           --------------------------------------------------------------

Date:
     --------------------------------------------------------------------

Approved:
         ----------------------------------------------------------------

By:
   ----------------------------------------------------------------------

Print Name:
           --------------------------------------------------------------

Date:
     --------------------------------------------------------------------


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<PAGE>

                        THE MIIX GROUP, INCORPORATED AND
                                       NEW

                     JERSEY STATE MEDICAL UNDERWRITERS, INC.

                           DEFERRED COMPENSATION PLAN

                                ELECTION TO DEFER

Pursuant to the terms of the Non-Qualified Deferred Compensation Agreement
entered into between me, The MIIX Group, Incorporated, and New Jersey State
Medical Underwriters, Inc. effective March ___, 2002, I hereby elect to defer
the following amounts or percentages of compensation:

Salary:  Commencing on
                       -------------------------------------------------
              In the amount of
                               -----------------------------------------------

Bonus:   That will be determined on
                                    ------------------------------------
              In the amount of
                               -----------------------------------------------

Stock Option
Dividend Equivalents:      Commencing on
                                         -------------------------------------

Participant's Signature:
                        ------------------------------------------------------

Print Name:
           -------------------------------------------------------------------

Date:
     -------------------------------------------------------------------------

Approved:     The MIIX Group, Incorporated
              ----------------------------

By:
   ---------------------------------------------------------------------------

Print Name:
           -------------------------------------------------------------------

Date:
     -------------------------------------------------------------------------

Approved:     New Jersey State Medical Underwriters, Inc.
              -------------------------------------------

By:
   ---------------------------------------------------------------------------

Print Name:
           -------------------------------------------------------------------

Date:
     -------------------------------------------------------------------------


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