<PAGE>
 
                                                                   EXHIBIT 10.23

                                    [LOGO]

                           US FACILITIES CORPORATION


                    NON-QUALIFIED DEFERRED COMPENSATION PLAN

                                 EXECUTIVE PLAN
<PAGE>
 
                               TABLE OF CONTENTS
<TABLE>
<CAPTION>

      ARTICLE                                                                                PAGE 
      --------                                                                               ----
       <S>                                                                                   <C>
            1   DEFINITIONS................................................................   1

            2   ELIGIBILITY................................................................   5
                  2.1   Selection by Committee of the Board of Directors...................   5
                  2.2   Deferred Compensation Plan Agreement...............................   5
  
            3   DEFERRALS AND CONTRIBUTIONS................................................   5
                  3.1   Annual Bonus Deferrals.............................................   5
                  3.2   401(k) Excess Salary Deferrals.....................................   5
                  3.3   Company Matching Contributions for 401(k) Excess Salary Deferrals..   5
                  3.4   Long Term Incentive Plan...........................................   6
                  3.5   Vesting............................................................   6
                  3.6   Time of Deferral...................................................   7
                  3.7   Investment Rate....................................................   7
                  3.8   Interest Crediting.................................................   7 
 
            4   DISTRIBUTION OF BENEFITS...................................................   7
                  4.1   Amount of Distribution and Satisfaction of Company's                    
                        Obligation.........................................................   7 
                  4.2   Time of Distribution...............................................   7 
                  4.3   Premature Distribution.............................................   7 
                  4.4   Method of Distribution.............................................   8
  
            5   BENEFICIARY BENEFIT........................................................   8
                  5.1   Pre-retirement Survivor Benefit....................................   8
                  5.2   Eligibility Requirements for Survivor Benefit......................   8
                  5.3   Payment of Survivor Benefit........................................   8
 
            6   BENEFICIARY................................................................   8
                  6.1   Beneficiary Designation............................................   8
                  6.2   Change of Beneficiary Designation..................................   8
                  6.3   No Beneficiary Designation.........................................   8
                  6.4   Effect of Payment..................................................   8
 
            7   LEAVE OF ABSENCE...........................................................   9
                  7.1   Paid Leave of Absence..............................................   9
                  7.2   Unpaid Leave of Absence............................................   9 
</TABLE>
                                      ii
<PAGE>
 
<TABLE>
<CAPTION>
       ARTICLE                                                                              PAGE
      --------                                                                              ----
       <S>                                                                                  <C>
            8   TERMINATION, AMENDMENT OR MODIFICATION...................................     9
                  8.1   Termination......................................................     9
                  8.2   Amendment........................................................     9
                  8.3   Change in Control................................................     9

            9   MISCELLANEOUS............................................................     9
                  9.1   Unsecured General Creditor.......................................     9
                  9.2   ERISA Provisions.................................................     9
                  9.3   Nonassignability.................................................    10
                  9.4   Not a Contract of Employment.....................................    10
                  9.5   Cooperation......................................................    10
                  9.6   Terms............................................................    10
                  9.7   Captions.........................................................    10
                  9.8   Governing Law....................................................    10
                  9.9   Validity.........................................................    10
                  9.10   Notice..........................................................    10
                  9.11   Successors......................................................    11
                  9.12   Incompetent.....................................................    11

            10   ADMINISTRATION..........................................................    11
                  10.1   Committee Duties................................................    11
                  10.2   Agents..........................................................    11
                  10.3   Binding Effect of Decisions.....................................    11
                  10.4   Indemnity of Committee..........................................    11
                  10.5   Company Information.............................................    12
                  10.6   Change in Payments..............................................    12
</TABLE>
                                      iii
<PAGE>
 
                                    [LOGO]

                           US FACILITIES CORPORATION
                                 NON-QUALIFIED
                           DEFERRED COMPENSATION PLAN

                                 EXECUTIVE PLAN

                                    PURPOSE


     This US Facilities Corporation Non-Qualified Deferred Compensation Plan -
Executive Plan is adopted by US Facilities Corporation as of January 1, 1997 to
provide specified benefits to a select group of key executive employees who
contribute materially to the success of the Company and its subsidiaries.

                                   ARTICLE 1

                                  DEFINITIONS

     For purposes hereof, the following phrases or terms shall have the
following indicated meanings:

     1.1  "Beneficiary" shall mean the person or entity designated by the
          Participant to receive any benefits payable under this Plan upon the
          death of a Participant.

     1.2  "Board of Directors" shall mean the Board of Directors of US
          Facilities Corporation.

     1.3  "Change in Control" shall mean the following and shall be deemed to
          occur if any of the following events occur:

                    (i) Any "person," as such term is used in Sections 13(d) and
          14(d) of the Securities Exchange Act of 1934, as amended (the
          "Exchange Act"), is or becomes the "beneficial owner" (as defined in
          Rule 13d-3 under the Exchange Act), directly or indirectly, of
          securities of the Company representing 25% or more of the combined
          voting power of the Company's then outstanding voting securities;

                    (ii) Individuals who, as of the date of the Plan,
          constituted the Board of Directors ("Incumbent Board") cease for any
          reason to constitute at least a majority of the Board, provided that
          any person becoming a director subsequent

                                       1
<PAGE>
 
          to such date whose election, or nomination for election by the
          Company's stockholders, is approved by a vote of at least a majority
          of the directors then comprising the Incumbent Board (other than an
          election or nomination of an individual whose initial assumption of
          the office is in connection with an actual or threatened election
          contest relating to the election of the directors of the Company, as
          such terms are used in Rule 14a-11 of Regulation 14A promulgated under
          the Exchange Act) shall, for the purposes of the Plan, be considered
          as though such person were a member of the Incumbent Board;

                    (iii) The stockholders of the Company approve a merger or
          consolidation with any other corporation, other than

                          (A) a merger or consolidation which would result in
          the voting securities of the Company outstanding immediately prior
          thereto continuing to represent (either by remaining outstanding or by
          being converted into voting securities of another entity) more than
          50% of the combined voting power of the voting securities of the
          Company or such other entity outstanding immediately after such merger
          or consolidation, or

                          (B) a merger or consolidation effected to implement a
          recapitalization of the Company (or similar transaction) in which no
          person acquired 50% or more of the combined voting power of the
          Company's then outstanding voting securities; or

                    (iv) The stockholders of the Company approve a plan of
          complete liquidation of the Company or an agreement for the sale or
          other disposition by the Company of all or substantially all of the
          Company's assets.

          Notwithstanding the preceding provisions of this Section 1.3, a Change
          in Control shall not be deemed to have occurred (1) if the "person"
          described in clause (i) of the preceding provisions of this Section
          1.3 above (1) is an underwriter or underwriting syndicate that has
          acquired the ownership of 50% or more of the combined voting power of
          the Company's then outstanding voting securities solely in connection
          with a public offering of the Company's securities; (2) is the
          Company, any wholly owned subsidiary of the Company, any employee
          benefit plan of the Company or of a subsidiary of the Company, or any
          person holding voting shares for or pursuant to the terms of any such
          employee benefit plan; or (3) would not otherwise be a beneficial
          owner of 25% or more of the combined voting power of the Company's
          then outstanding voting securities but for a reduction in the number
          of outstanding voting securities resulting from a stock repurchase
          program or other similar plan of the Company or from a self tender
          offer of the Company, which plan or tender offer commenced on or after
          the date hereof; provided, however, that the term "person" shall
          include such person from and after the first date upon which (A) such
          person, since the date of the commencement of such plan or tender
          offer, shall have acquired beneficial ownership of, in the aggregate,
          a number of voting securities of the Company 


                                      2
<PAGE>
 
          equal to 1% or more of the voting securities of the Company then
          outstanding, and (B) such person, together with all affiliates and
          associates of such person, shall beneficially own 25% or more the
          voting securities of the Company then outstanding.

          In calculating the percentage of the person for purposes of this
          subsection, voting shares that are beneficially owned by such person
          shall be deemed outstanding, and voting shares that are not
          beneficially owned by such person and that are subject to issuance
          upon the exercise or conversion of outstanding conversion rights,
          exchange rights, rights (other than rights), warrants or options shall
          not be deemed outstanding.  Any determination made by the Committee as
          to whether any person is or is not a 25% stockholder for purposes of
          this subsection shall be conclusive and binding upon the Company and
          upon all stockholders.

     1.4  "Code" shall mean the Internal Revenue Code of 1986, as from time to
          time amended.

     1.5  "Committee" shall mean the Compensation Committee appointed by the
          Board of Directors to manage and administer the Plan in accordance
          with its provisions pursuant to Article 10.

     1.6  "Company" shall mean US Facilities Corporation, its successors and
          assigns as applicable.

     1.7  "Compensation" shall mean compensation as the term is defined in the
          Qualified Plan.

     1.8  "DCP Account" shall mean an individual account comprised of a
          Participant's Deferral Amounts and interest credited thereon.  A DCP
          Account shall be maintained for each Participant.  A Participant's DCP
          Account shall be only a bookkeeping entry and shall be utilized solely
          as a device for the measurement and determination of the amounts to be
          paid to the Participant pursuant to this Plan.  A Participant's DCP
          Account(s) shall not constitute or be treated as a trust fund.

     1.9  "Deferred Compensation Plan Agreement" shall mean the form of written
          agreement, as amended from time to time, which is entered into by and
          between the Company and a Participant.

     1.10  "Deferral Amount" shall mean the amount of Compensation deferred by a
          Participant at the Time of Deferral pursuant to the election in the
          Deferred Compensation Plan Agreement.

     1.11 "Disability" or "Disabled" shall be defined in the same manner as
          defined in the Company's Long Term Disability Plan in effect at the
          time that the Participant makes a disability claim.

                                       3
<PAGE>
 
     1.12 "Distribution Event" shall be the earliest of the following to occur:
          (a) a Participant's death, Disability, Retirement or Termination of
          Employment, (b) the date the Participant elects to receive a Short-
          Term Payout under the applicable Deferred Compensation Plan Agreement,
          or (c) in the sole discretion of the Committee, in the event of a
          Medical Financial Emergency.

     1.13 "Executives" shall mean those persons in the regular full-time
          employment of the Company who are key employees selected for
          participation in the Plan by the Committee.

     1.14 "Investment Rate" shall mean the rate of earnings on deferrals as
          determined by the Board of Directors from time to time and shall not
          be changed once determined for a Plan Year.

     1.15 "Long-Term Incentive Plan" shall mean the US Facilities Corporation
          1997 Long-Term Incentive - Performance Unit Plan as in effect from
          time to time.

     1.16 "Medical Financial Emergency" shall mean an unexpected need for cash
          arising from an illness of the Participant or members of the
          Participant's immediate family.

     1.17 "Participant" shall mean any Executive who is eligible to participate
          and elects to participate in the Plan by executing a Deferred
          Compensation Plan Agreement.

     1.18 "Plan" shall mean the US Facilities Corporation Non-Qualified
          Deferred Compensation Plan - Executive Plan which shall be evidenced
          by this instrument and by each Deferred Compensation Plan Agreement,
          as amended from time to time.

     1.19 "Plan Anniversary Date" shall be the first day of the Plan Year.

     1.20 "Plan Year" shall mean the calendar year.

     1.21 "Qualified Plan" shall mean the US Facilities Corporation Employees'
          Savings Plan.

     1.22 "Retirement" and "Retire" shall mean severance from employment with
          the Company at or after the attainment of age sixty-five (65).

     1.23 "Short-Term Payout" shall mean the period elected in a Participant's
          Deferred Compensation Plan Agreement, which shall equal or exceed five
          (5) Plan Years.

     1.24 "Termination of Employment" shall mean the ceasing of employment with
          the Company, voluntarily or involuntarily, for any reason other than
          Retirement, Disability or Death.

                                       4
<PAGE>
 
     1.25 "Time of Deferral" shall mean the time the Participant must elect to
          defer compensation.

     1.26 "Years of Service" shall mean all periods of employment with the
          Company.

                                   ARTICLE 2
                                  ELIGIBILITY

     2.1  Selection by Committee of the Board of Directors.  The Committee shall
          -------------------------------------------------                     
          have the sole discretion to determine the Executives who are key
          employees eligible to become Participants in accordance with the
          purpose of the Plan.

     2.2  Deferred Compensation Plan Agreement.  As a condition of
          -------------------------------------                   
          participation, each prospective Participant shall complete, execute,
          and return a Deferred Compensation Plan Agreement to the Committee
          prior to the applicable Time of Deferral.

                                   ARTICLE 3
                          DEFERRALS AND CONTRIBUTIONS

     3.1  Annual Bonus Deferrals.  Participants may defer no less than ten
          -----------------------                                         
          percent (10%) and no more than fifty percent (50%) per Plan Year of
          annual bonus awards, if any, paid to Participants under the US
          Facilities Corporation Incentive Compensation Program or any successor
          cash bonus program.

     3.2  401(k) Excess Salary Deferrals.  Participants may elect to defer a
          -------------------------------                                   
          percentage of their Compensation to the extent the Participants are
          constrained in the Qualified Plan by the limitation on includable
          compensation under Code Section 401(a)(17) or the limitation on
          elective deferrals under Code Section 402(g).  This election shall be
          irrevocable and shall be made on annual basis prior to the Plan Year
          to which it relates.  The deferrals made pursuant to the election will
          be made into the Plan only after the Participant has maximized
          deferrals into the Qualified Plan.  The amount of deferrals made
          pursuant to this Section 3.2, when aggregated with amounts deferred
          into the Qualified Plan, may not exceed the maximum percentage of
          Compensation allowed to be deferred under the Qualified Plan
          (notwithstanding limitations imposed by the Code).  Moreover, to the
          extent that deferrals into the Qualified Plan are constrained at the
          end of a Qualified Plan year as a result of the non-discrimination
          testing under Code Sections 401(k)(3) and 401(m)(2) (ADP/ACP testing),
          such deferrals must be refunded to the Participant and may not be
          deferred or any other way contributed to this Plan.

          WITHHOLDING OF 401(K) EXCESS SALARY DEFERRALS.  The Participant's
          401(k) excess salary deferrals shall be withheld from the
          Participant's Compensation in equal amounts over the portion of the
          Plan Year for which 401(k) excess salary deferrals are made.

                                       5
<PAGE>
 
     3.3  Company Matching Contributions for 401(k) Excess Salary Deferrals.
          ------------------------------------------------------------------ 
          The Company will make a matching contribution to the Plan with respect
          to a Participant's 401(k) excess salary deferrals.  This matching
          contribution will be made only after the Participant has maximized
          deferrals into the Qualified Plan.  The matching contribution, if any,
          will be a percentage, set by the Board of Directors of the 401(k)
          excess salary deferrals each Participant has elected to defer in the
          Participant's Deferred Compensation Plan Agreement.  This matching
          contribution, when aggregated with the Company's matching
          contributions to the Qualified Plan, shall not exceed 6% of the
          Participant's compensation (notwithstanding limitations imposed by the
          Code).

     3.4  Long Term Incentive Plan.  Payouts (as defined in the Long-Term
          -------------------------                                      
          Incentive Plan) under the Long Term Incentive Plan will automatically
          be deferred into the Plan.  Deferrals shall be deemed made as of the
          Plan Anniversary Date following the end of the Performance Period (as
          defined in the Long-Term Incentive Plan) for which the Payouts are
          earned.

     3.5  Vesting
          -------

          ANNUAL BONUS DEFERRALS. Participants shall at all times be 100%
          -----------------------                                        
          vested in their annual bonus award deferrals.

          401(K) EXCESS SALARY DEFERRALS. Participants shall at all times be
          100% vested in their 401(k) excess salary deferrals.

          COMPANY MATCHING CONTRIBUTIONS FOR 401(K) EXCESS SALARY DEFERRALS.
          Participants shall be vested in their Company Matching Contributions
          for 401(k) excess salary deferrals in accordance with the following
          schedule:

<TABLE> 
<CAPTION> 
                                                                       Percent of        
          Years of Service                                        Nonforfeitable Interest
          --------------------------------------------------------------------------------- 
          <S>                                                     <C> 
          Less than 1   . . . . . . . . . . . . . . . . . . . . . . . . . .   0%
               1  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   0%
               2  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   0%
               3  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  20%
               4  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  40%
               5  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  60%
               6  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  80%
               7  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100%

</TABLE> 
          In any event, Participants shall be vested in their Company Matching
          Contributions for 401(k) Excess Salary Deferrals upon the first of the
          following events to occur: (1) Retirement, (2) death, or (3)
          Disability.

                                       6
<PAGE>
 
          LONG TERM INCENTIVE PLAN PAYOUT DEFERRALS. Participants shall vest in
          their Long Term Incentive Plan Payout Deferrals over a two year period
          which shall commence as of the date the Payouts are deferred into the
          Plan, as follows:
<TABLE> 
<CAPTION> 
                                                                            PERCENT OF
          YEARS                                                     NONFORFEITABLE INTEREST
          -----------------------------------------------------------------------------------
          <S>                                                       <C> 
          Less than 1   . . . . . . . . . . . . . . . . . . . . . . . . . .    0%
               1  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   50%
               2  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  100%
</TABLE> 
          In any event, Participants shall be vested in their Long Term
          Incentive Plan Payouts upon the first of the following events to
          occur: (1)  Retirement, (2) death, (3) Disability, or (4) Involuntary
          Termination of Employment, at the discretion of the Committee.

     3.6  Time of Deferral.  For the first year the Plan is implemented,
          -----------------                                             
          Participants may elect to defer Compensation no later than December
          31, 1996 for services to be performed in 1997.  Furthermore, except as
          otherwise provided above, a newly eligible participant may elect,
          within thirty (30) days after becoming eligible, to defer Compensation
          for services to be performed after the election.  In all other cases,
          the Participant must elect to defer Compensation on or before December
          31 prior to the Plan Year for which the services are to be performed.

     3.7  Investment Rate.  The Investment Rate for each Plan Year shall be
          ----------------                                                 
          established from time to time by the Board of Directors.

     3.8  Interest Crediting.  Interest shall be credited to the DCP Account on
          -------------------                                                  
          the quarterly average of the DCP Account balance on the last day of
          each quarter of a Plan year.  Upon a Distribution Event, interest will
          be credited until the benefits are actually distributed to the
          Participant or the Participant's Beneficiary.

                                   ARTICLE 4
                            DISTRIBUTION OF BENEFITS

     4.1  Amount of Distribution and Satisfaction of Company's Obligation.  Upon
          ----------------------------------------------------------------      
          the occurrence of a Distribution Event, the Participant shall receive
          the vested portion of his or her DCP Account as set forth in this
          Article 4.  This distribution shall constitute complete satisfaction
          of the Company's obligation to the Participant and no other amounts
          shall be due or payable under the Plan.

     4.2  Time of Distribution.  A Participant's DCP Account will be distributed
          ---------------------                                                 
          no later than ninety (90) days following a Distribution Event.

                                       7
<PAGE>
 
     4.3  Premature Distribution.  Premature distribution shall occur in the
          -----------------------                                           
          event of an unforseeable Medical Financial Emergency, subject to
          approval of the Compensation Committee.

     4.4  Method of Distribution.  Benefits distributed shall be paid in a lump
          -----------------------                                              
          sum.  Another manner of benefit payment may be authorized by the
          Committee in its sole discretion.

                                   ARTICLE 5
                              BENEFICIARY BENEFIT

     5.1  Pre-retirement Survivor Benefit.  If a Participant dies before
          --------------------------------                              
          Retirement, the Company will pay a survivor benefit to the Beneficiary
          of the Participant.  Such benefit will be equal to the total vested
          DCP Account as of the date of death, plus interest thereon until the
          benefits are actually distributed to the Participant's beneficiary.

     5.2  Eligibility Requirements for Survivor Benefit.  The obligation of the
          ----------------------------------------------                       
          Company to pay any benefits to any Beneficiary shall exist only if
          proof of death, in such form as determined acceptable by the
          Committee, is furnished.

     5.3  Payment of Survivor Benefit.  A survivor benefit shall be paid in a
          ----------------------------                                       
          lump sum.  The payment shall be paid within 90 days of proof of the
          Participant's death.

                                   ARTICLE 6
                                  BENEFICIARY

     6.1  Beneficiary Designation.  Each Participant shall have the right, at
          ------------------------                                           
          any time, to designate any person or persons as a Beneficiary (both
          primary as well as secondary) to whom benefits under this Plan shall
          be paid in the event of the Participant's death prior to complete
          distribution to the Participant of the benefits due under the Plan.  A
          Beneficiary designation shall be made by written instrument filed with
          the Committee and shall become effective only when received, accepted
          and acknowledged in writing by the Committee.

     6.2  Change of Beneficiary Designation.  Any Beneficiary designation may be
          ----------------------------------                                    
          changed by a Participant at any time by the filing in writing of such
          change on a form prescribed by the Committee.  The filing of a new
          Beneficiary designation form will cancel all Beneficiary designations
          previously filed.  The Committee shall be entitled to rely on the last
          designation filed by the Participant prior to the Participant's death.

     6.3  No Beneficiary Designation.  If a Participant fails to designate a
          ---------------------------                                       
          Beneficiary as provided above, or if all Beneficiaries predecease the
          Participant or die prior to complete distribution of the Participant's
          benefits, then the Participant's Beneficiary shall be deemed to be the
          surviving spouse.  If the participant has no 

                                       8
<PAGE>
 
          surviving spouse, the benefits remaining under the Plan shall be
          payable to the Participant's estate.

     6.4  Effect of Payment.  The payment of benefits under the Plan to the
          ------------------                                               
          Beneficiary shall completely discharge the Company's obligations under
          this Plan.

                                   ARTICLE 7
                                LEAVE OF ABSENCE

     7.1  Paid Leave of Absence.  If a Participant is authorized by the Company
          ----------------------                                               
          for any reason to take a paid leave of absence from the employment of
          the Company, the applicable Deferred Compensation Plan Agreement shall
          remain in full force and effect during such leave of absence.

     7.2  Unpaid Leave of Absence.  If a participant is authorized by the
          ------------------------                                       
          Company for any reason to take an unpaid leave of absence from the
          employment of the Company, the Participant's Deferred Compensation
          Plan Agreement shall be suspended until the earlier of the date the
          leave of absence expires or the Participant's employment resumes.

                                   ARTICLE 8
                     TERMINATION, AMENDMENT OR MODIFICATION

     8.1  Termination.  The Company reserves the right to discontinue future
          ------------                                                      
          deferrals under the Plan at any time and further reserves the right to
          terminate the Plan and distribute all Participants' DCP Accounts
          (which in the case of such distribution upon plan termination shall be
          deemed 100% vested).

     8.2  Amendment.  The Company may, at any time, amend or modify the Plan in
          ----------                                                           
          whole or in part, provided, however, that no amendment or modification
          shall be effective to decrease or restrict any DCP Account in
          existence at the time the amendment or modification is made.  The
          amendment or modification of the Plan shall not affect any Participant
          or Beneficiary who has become entitled to the payment of benefits
          under the Plan as of the date of the amendment or modification.

     8.3  Change in Control.  In the event a Change in Control, Participants
          ------------------                                                
          shall be 100% vested in all benefits with interest credited at the
          Investment Rate on the Participants' DCP Accounts through the date of
          distribution.

                                   ARTICLE 9
                                 MISCELLANEOUS

     9.1  Unsecured General Creditor.  The Company's obligation under the Plan
          ---------------------------                                         
          shall be merely that of an unfunded and unsecured promise of the
          Company to pay money in the future. Under this Plan, Participants and
          their Beneficiaries, heirs, successors and assigns shall have no legal
          or equitable rights, interest or claims in 

                                       9
<PAGE>
 
          any property or assets of the Company other than as an unsecured
          general creditor. Nothing in this Plan shall cause the Plan's assets
          to be anything but the general, unpledged, unrestricted assets of the
          Company.

     9.2  ERISA Provisions.  This Plan is designed to provide deferred
          -----------------                                           
          compensation for only the key employees of the Company.  To that end,
          the Committee may immediately distribute the account balance to any
          employee who at any time is determined or reasonably believed, based
          on a judicial or administrative determination or an opinion of
          counsel, not to qualify as a "management" or "highly compensated"
          employee.  In addition, it is the intention of the parties that the
          arrangements be unfunded for tax purposes.  This Plan is not subject
          to the Employment Retirement Income Security Act of 1974, as amended
          (ERISA.)

     9.3  Nonassignability.  Neither a Participant nor any Beneficiary shall
          -----------------                                                 
          have any right to commute, sell, assign, transfer, pledge, mortgage,
          or otherwise encumber, transfer, hypothecate or convey in advance of
          actual receipt, the amounts, if any, payable hereunder, or any part
          thereof.  No part of the amounts payable shall, prior to actual
          payment, be subject to seizure or sequestration for the payment of any
          debts, judgments, alimony or separate maintenance owned by a
          Participant or any Beneficiary, nor be transferable by operation of
          law in the event of a Participant's or any Beneficiary's bankruptcy or
          insolvency.

     9.4  Not a Contract of Employment.  The terms and conditions of this Plan
          -----------------------------                                       
          shall not be deemed to constitute a contract of employment between the
          Company and the Participant, and the Participant (or the Participant's
          Beneficiary) shall have no rights against the Company except as may
          otherwise be specifically provided herein.  Moreover, nothing in this
          Plan shall be deemed to give a Participant the right to be retained in
          the service of the Company or to interfere with the right of the
          Company to discipline or discharge the Participant at any time.

     9.5  Cooperation.  A Participant will cooperate with the Company by
          ------------                                                  
          furnishing any and all information requested by the Company.

     9.6  Terms.  Whenever any words are used herein in the masculine, they
          ------                                                           
          shall be construed as though they were used in the feminine in all
          cases where they would so apply; and wherever any words are used
          herein in the singular or in the plural, they shall be construed as
          though they were used in the plural or the singular, as the case may
          be, in all cases where they would so apply.

     9.7  Captions.  The captions of the articles, Sections and paragraphs of
          ---------                                                          
          this Plan are for convenience only and shall not control or affect the
          meaning or construction of any of its provisions.

     9.8  Governing Law.  The provisions of this Plan shall be construed and
          --------------                                                    
          interpreted according to the laws of the State of California.

                                      10
<PAGE>
 
     9.9  Validity.  In case any provision of this Plan shall be illegal or
          ---------                                                        
          invalid for any reason, said illegality or invalidity shall not affect
          the remaining parts hereof, but this Plan shall be construed and
          enforced as if such illegal and invalid provision had never been
          inserted herein.

     9.10 Notice.  Any notice or filing required or permitted to be given to
          -------                                                           
          the Company shall be sufficient if in writing and hand delivered or
          sent by U.S. mail, postage prepaid, or Federal Express or any other
          recognized courier service to the principal office of the Company
          directed to the attention of the  Company's Vice President of Human
          Resources.  Any notice to the Participant must be in writing and is
          effective when hand delivered or sent by U.S. mail, postage prepaid,
          or Federal Express or any other recognized courier service to the
          Participant or his personal representatives at his her last address on
          record with the Company.

     9.11 Successors.  The provisions of this Plan shall bind and inure to the
          -----------                                                         
          benefit of the Company and its successors and assigns.  The term
          successors as used herein shall include any corporate or other
          business entity which shall, whether by merger, consolidation,
          purchase or otherwise acquire all or substantially all of the business
          and assets of the Company, and successors of any such corporation or
          other business entity.

     9.12 Incompetent.  In the event that it shall be found upon evidence
          ------------                                                   
          satisfactory to the Committee that any Participant or Beneficiary to
          whom a benefit is payable under this Plan is unable to care for his
          affairs because of illness or accident, any payment due (unless prior
          claim therefore shall have been made by a duly authorized guardian or
          other legal representative) may be paid, upon appropriate
          indemnification of the Committee, to the spouse of such person or the
          person deemed by the Committee to have incurred expenses for such
          Participant.  Any such payment shall be a payment for the account of
          the Participant and shall be a complete discharge of any liability of
          the Plan for such payment amount.

                                   ARTICLE 10
                                 ADMINISTRATION

     10.1 Committee Duties.  The Plan shall be administered by the Committee
          -----------------                                                 
          which shall consist of persons appointed by the Board of Directors.
          Members of the Committee may not be Participants under this Plan.  The
          Committee shall have the authority to interpret and enforce all
          appropriate rules and regulations for the administration of this Plan
          and decide or resolve any and all questions including interpretations
          of this Plan, as may arise in connection with the Plan.

     10.2 Agents.  In the administration of this Plan, the Committee may, from
          -------                                                             
          time to time, employ agents and delegate to them such administrative
          duties as it sees fit and may from time to time consult with counsel
          who may be counsel to the Company.

                                      11
<PAGE>
 
     10.3 Binding Effect of Decisions.  The decision or action of the Committee
          ----------------------------                                         
          with respect to any question arising out of or in connection with the
          administration, interpretation and application of the Plan and the
          rules and regulations promulgated hereunder shall be final and
          conclusive and binding upon all persons having any interest in the
          Plan.

     10.4 Indemnity of Committee.  The Company shall indemnify and hold
          -----------------------                                      
          harmless the members of the Committee against any and all claims,
          losses, damages, expenses or liabilities arising from any action or
          failure to act with respect to this Plan, except in the case of
          willful misconduct by the Committee or any of its members.

     10.5 Company Information.  To enable the Committee to perform its
          --------------------                                        
          functions, the Company shall supply full and timely information to the
          Committee on all matters relating to the Participants' Compensation,
          the date and circumstances of the Retirement, Disability, death or
          Termination of Employment of all Participants, and such other
          pertinent information as the Committee may reasonably require.

     10.6 Change in Payments.  The Committee shall have the power, in its sole
          -------------------                                                 
          discretion, to change the manner and time of payments to be made to a
          Participant or Beneficiary from that which would be otherwise payable
          to such person, if requested to do so by such Participant or
          Beneficiary.


     IN WITNESS WHEREOF the Company has signed this Plan Document this _____ day
of December,1996.

                                    Company:

                                    US Facilities Corporation


                                    By:____________________________

                                    Title:_________________________

                                      12
<PAGE>
 
================================================================================
              US FACILITIES EXECUTIVE DEFERRED COMPENSATION PLAN
                     DEFERRED COMPENSATION PLAN AGREEMENT
================================================================================

This Deferred Compensation Plan Agreement is entered into this ___________ day
of ____________________, 19_____, between the US Facilities Corporation,
hereafter referred to as the "Company," and __________________________________,
hereafter referred to as the "Participant."

WHEREAS, the Participant is a key employee of the Company, and

WHEREAS, the Company has adopted the US Facilities Executive Deferred
Compensation Plan (the "Plan") and the Participant has been offered the
opportunity to participate;

                  (Please Choose A or B and Complete C and D)

[_]  A.  WAIVER OF DEFERRAL ELECTION. I irrevocably elect not to participate in
         ----------------------------
         the Plan for the specified year. Notwithstanding this waiver, my Long
         Term Incentive - Performance Unit Plan award shall automatically be
         deferred into the Plan.

______________________________________________       ________________________
Signature of Participant                                         Date Signed

[_]  B.  DEFERRAL ELECTION. I elect to Participate in the Plan for the 1997
         -----------------
         Plan year and duly authorize the Company to make the appropriate
         deductions from my compensation, as specified below.

--------------------------------------------------------------------------------
1)  ANNUAL BONUS AWARD DEFERRAL      [_]  I elect to defer __________% of my
                                          1997 Annual Incentive Plan award (a
                                          minimum of 10% and a maximum of 50% of
                                          the award).

2)  401(k) EXCESS SALARY DEFERRAL    [_]  Pursuant to Section 3.2 of the Plan, I
                                          elect to defer __________% of my
                                          Compensation to the extent I am
                                          constrained in the US Facilities
                                          Corporation Employees' Savings Plan by
                                          the limitation on includable
                                          compensation under Code Section
                                          401(a)(17) or the limitation on
                                          elective deferrals under Code Section
--------------------------------------------------------------------------------
                                      13
<PAGE>

------------------------------------------------------------------------------- 
                                          402(g).
------------------------------------------------------------------------------- 
C.  ELECTION OF SHORT - TERM PAYOUT (please select one option)

    [_]  I elect not to receive a Short-Term Payout of my 19_____ Plan
         Year Deferral Amount.

    [_]  I elect to receive to a Short-Term Payout of my 19_____ Plan
    Year Deferral Amount, with interest thereon, payable in _____________,
    20____ (no less than five (5) Plan Years) in accordance with the terms of
    the Plan.

D. BENEFICIARY ELECTION.  The benefits payable under the Plan in the event of
   ---------------------                                                     
the death of the undersigned Participant prior to Separation from Service shall
be paid as follows:

     (a) PRIMARY BENEFICIARY:____________________________________________

         RELATIONSHIP:  _________________________________________________

     (b) SECONDARY BENEFICIARY:__________________________________________
 
         RELATIONSHIP: __________________________________________________

     (c) The Primary Beneficiary [_] shall [_] shall not have undersigned
         Participant, to the right, surviving the change the designation of
         Secondary Beneficiary.

     (d) This designation may be amended or revoked by the Participant through
         delivery of a similar designation to the Plan Committee. The last
         designation so delivered to shall control.

NOW THEREFORE, it is mutually agreed that:

     1.  The Plan, a copy of which is attached, is hereby incorporated into and
     made a part of this Deferred Compensation Plan Agreement as though set
     forth in full herein.  The parties shall be bound by, and have the benefit
     of, each and every provision of the Plan.  The Deferred Compensation Plan
     Agreement shall inure to the benefit of, and be binding upon, the Company,
     its successors and assigns, and the Participant and Beneficiaries.

     2.  The Company, as of ________________________, hereby agrees to defer
     __________% of the Participant's Annual Incentive Plan award at the
     election of the Participant, as designated above.

     3.  The Company, as of ________________________, hereby agrees to defer the
     Participants 401(k) Excess Salary Deferrals, at the election of the
     Participant as designated above.

                                      14
<PAGE>
 
     4.  The Company, as of ________________________, hereby agrees, pursuant to
     Section 3.3 of the Plan, to make a matching contribution on the
     Participants 401(k) Excess Salary Deferrals, as designated by the
     Participant above.

     5.  Investment Rate:  The Investment Rate for 1997 will be ______________.
         ---------------

     6.  Regulatory Risk:  All amounts deferred under the Plan are viewed as
         ---------------                                                    
     ordinary liabilities under applicable law.  The liabilities under the Plan
     would generally be payable on a basis equal to unsecured creditors.  This
     Plan is subject to Federal regulations limiting executive compensation as
     in effect from time to time.

     7  Assignability:  Except to the extent that this provision may be contrary
        -------------                                                           
     to applicable law, no assignment, pledge, collateralization, or attachment
     of any of the deferrals hereunder hall be valid or recognized by the
     Company.

     8  Employment Rights:  This agreement creates no right in the Participant
        -----------------                                                     
     to continue in the Company's employ for any specific length of time, nor
     does it create any other rights in the Participant or obligations on the
     part of the Company, except those set forth in this Deferred Compensation
     Plan Agreement.

     9  Law Governing:  This Deferred Compensation Plan Agreement shall be
        -------------                                                     
     governed by the laws of the State of California.

IN WITNESS WHEREOF, the Company and the Participant have executed this Deferred
Compensation Plan Agreement as of the date written above.


                         By:  __________________________________________
                              US Facilities Corporation


                              __________________________________________
                              Title


                              __________________________________________
                              Participant (Print Name)


                              __________________________________________

                                      15