EXHIBIT 10(p)


                        PIONEER FINANCIAL SERVICES, INC.
                           COMPENSATION DEFERRAL PLAN


          THIS PLAN is adopted as of the 30th day of December, 1994, by Pioneer
Financial Services, Inc., a Delaware corporation (the "Company").  The Plan
covers the members of the Board of Directors of Pioneer Financial Services, Inc.
(the "Director(s)") and constitutes a plan of deferred compensation to be known
as Pioneer Financial Services, Inc. Compensation Deferral Plan (the "Plan")
which shall provide benefits at retirement, disability or death, as specified
herein.

                                   WITNESSETH:

          WHEREAS, in order to attract and retain qualified directors, the
Company desires to establish a plan to allow Directors to irrevocably elect to
defer the payment of a certain portion of their Compensation.

          NOW, THEREFORE, the Plan shall have the following provisions.  

          (1)(a)  Prior to December 31 of any given year a Director may
     irrevocably elect to defer receipt of a portion or percentage of his
     or her future Compensation earned in subsequent calendar years by
     completing, signing and delivering to the Company an Election and
     Enrollment Form.  A Director may change the amount of Compensation
     being deferred under the Plan as of the first day of any calendar
     year, by delivering to the Company a new Election and Enrollment Form
     prior to such date.

          (1)(b)  The term "Compensation" shall mean all fees payable by
     the Company to a Director for attendance at regular and special
     meetings of the Board of Directors and for service on committees of
     the Board of Directors.  Compensation shall not include expense
     reimbursements or, for Directors who are also employees of Company,
     wages and bonuses reportable on Form W-2.

          (2)  The Company shall establish a Deferred Compensation Account
     (the "Compensation Account") for each Director who elects to
     participate in the Plan.  The Compensation Account shall be credited
     with the portion of Compensation which each Director elects to defer
     at the time such Compensation would have otherwise been payable to
     such Director.  The amounts credited to Compensation Accounts are for
     recordkeeping purposes only, such amounts are not funded by the
     Company in any way; and a Director's rights with respect to amounts
     credited to his or her Compensation Account under the Plan are as
     described in (7) below.  Nevertheless, a Trust may be established by
     the Company (the "Trust") to assist in providing the benefits
     described in this Plan.

          (3)  The amounts credited to a Director's Compensation Account
     shall be deemed credited to an Investment Option (as hereinafter
     defined) chosen by such Director.  Each Compensation Account, shall be
     adjusted as of the end of each calendar quarter for hypothetical
     investment experience.  If a Director fails to specify an Investment
     Option for any amount in his or her Compensation Account, then such
     amount will be deemed to be invested in the Fidelity Tax Exempt Money
     Market Trust or such other fund as the majority of the Directors may
     approve.  The investment experience of each Investment Option will be
     calculated by reference to the Closing Price (as hereinafter defined)
     or net asset value of such Investment Option, as applicable, as
     reported in The Wall Street Journal on the last business day of
     applicable calendar quarter.  In addition, the amount credited to each
     Director's Compensation Account will be reduced by an amount equal to     
     the brokerage or other transaction costs that would have been incurred
     in connection with the deemed purchase or sale of an Investment
     Option.  The Investment Options shall be:

          1.   A deemed investment in the Common Stock of the Company.

          2.   A deemed investment in any mutual fund, money market fund,
     common stock, preferred stock or other security so long as such
     security is listed for trading on a national securities exchange or
     the National Association of Securities Dealers Automated Quotation
     System.  However, all money market funds which are elected as
     Investment Options must be money market funds which invest solely in
     tax-exempt securities.

A Director may change his or her Investment Option by delivering to the Company
a written Election to Change Investment Option (in form prescribed by the
Company) to change  Investment Options at least 10 business days prior to the
effective date of the change.  Within three days of receipt of an Election to
Change Investment Option, the Human Resources Department will send a written
confirmation to such Director of the Director's change.  If a Director's
Investment Option is changed in a manner that results in a deemed purchase or
sale of the Common Stock of the Company, then (i) the election shall be subject
to the Company's policies which restrict trading in Company securities by
Directors, and (ii) the election shall not be given effect until such policies
would allow the Director to purchase and sell Company securities.  Amounts
deemed invested in the Common Stock of the Company shall be credited with an
amount equal to the dividends earned on such deemed investment.  The term
"Closing Price" with respect to a security shall mean (i) the closing sale price
of such security if such security is traded on a national securities exchange,
or (ii) if such security is not traded on a national securities exchange, the
average of the highest bid and the lowest asked prices for such security.

          (4)  Title to and beneficial ownership of any assets, whether
     cash or investments which the Company may earmark to pay amounts
     credited to the Compensation Accounts, shall at all times remain in
     the Company and no Director shall have any property interest
     whatsoever in any specific assets of the Company.  Notwithstanding the
     previous sentence, any amounts in the Trust shall be the property of
     the Trust, and shall be applied to provide benefits for the
     participants in this Plan, subject to the terms and limitations of the
     Trust Agreement.  Although the Company and/or the trustee of the Trust
     (the "Trustee") may use Company and/or Trust assets to wholly or
     partially mirror the Investment Option specification of any Director,
     neither the Company nor the Trustee is required by either this Plan or
     the Trust to do so.

          (5)  Payment of amounts credited to a Director's Compensation
     Account shall be made (or shall commence) as of the last day of the
     calendar quarter following his or her seventy-fifth birthday, with
     payouts occurring as provided in Section (6).  No earlier payment with
     respect to amounts credited to Compensation Accounts shall be
     permitted unless one of the following events has occurred, in which
     case payment shall be made as provided in Section (6).

               (a)  The death of a Director (in which case payment
          shall be made to the Director's designated beneficiary as
          provided in (10) below).

               (b)  The first day of the month following the
          determination by the Board of Directors of Company that a
          Director has become Disabled (as hereinafter defined).  A
          Director shall be deemed to be "Disabled" if the Board of
          Directors determines that, as a result of any injury,
          disease, or mental impairment which is expected to last for
          at least 12 months, the Director is unable to engage in any
          occupation or work for remuneration or profit for which such
          Director is suited for on the basis of his education,
          training, and previous working experience.  However, any
          injury, disease, or mental impairment which (i) resulted
          from habitual use of alcohol or any controlled substance, or
          (ii) was incurred while the individual was in the act of
          committing a felonious act, or (iii) was intentionally self-
          inflicted, or (iv) was incurred while the individual was on
          an unapproved leave of absence without pay, or (v) was
          incurred as a result of service in the armed forces of any
          country, shall not result in a Director being Disabled.

               (c)  The first day of the month following
          discontinuance of service as a Director.

               (d)  the first day of the month following a Director's
          termination of his or her principal employment.

          (6)  Payment of amounts credited to a Director's Compensation
     Account shall be made in ten approximately equal annual installments. 
     Prior to the date a Director's first deferral election becomes
     effective, the Director may designate a payout schedule in writing to
     the Company.  Payment shall begin no sooner than the close of the
     calendar quarter following the occurrence of the event described in
     Section 5 which gave rise to such payments.  If a Director does not
     designate a payment schedule then the number of and scheduling for the
     payments shall be determined solely by a majority of the other members
     (the "Disinterested Directors") of the Board of Directors of the
     Company (or such committee of Directors, consisting of at least two
     Disinterested Directors, as the Board of Directors may designate)
     considering the best financial interests of the Director or his or her
     beneficiary.  Furthermore, in their sole discretion, the Disinterested
     Directors (or such committee of Directors, consisting of at least two
     Disinterested Directors, as the Board of Directors may designate) may
     revise a payout schedule designated by a Director if such
     Disinterested Directors consider it to be in the best financial
     interests of the Director or his or her beneficiary.

          (7)  In the performance and administration of this Plan, Company
     shall be under no obligation to segregate any funds to be credited to
     the Compensation Accounts (other than as may be required under any
     applicable trusts), nor shall anything contained in this Plan and/or
     any action taken pursuant to the provisions of this Plan create or be
     construed to create a trust of any kind, or a fiduciary relationship
     between Company and the Directors.  Each Director's interest in his or
     her Compensation Account shall be limited to the right to receive
     payments pursuant to this Plan and such right shall be no greater than
     the right of any unsecured general creditor of Company. 
     Notwithstanding the foregoing, to the extent amounts are invested in
     the Trust, Trust assets shall be used for the purpose of meeting the
     Company's obligations to such Director under this Plan, subject to the
     terms and limitations conditions of the Trust Agreement.

          (8)  Except as provided herein, the Directors shall not have the
     right to commute, sell, assign, pledge, transfer or otherwise convey
     or encumber, in whole or in part, the right to receive any payments
     under this Plan.

          (9)  The Company shall administer the Plan and shall have the
     sole authority to interpret and construe the Plan, and determine all
     questions arising under the Plan and any agreements made pursuant to
     the Plan.

          (10)  The terms and conditions of this Plan shall be binding upon
     the heirs, beneficiaries and other successors in interest of each
     Director to the same extent that said terms and conditions are binding
     upon him.  A Director may designate a beneficiary or beneficiaries to
     receive payment of his or her Plan benefits in the event of his or her
     death.  A beneficiary designation form will be valid only if filed
     with the Company during the Director's lifetime.  If no beneficiary
     has been designated, the Director's benefits shall be payable to his
     or her executor or personal representative.

          (11)  The Company may terminate this Plan at any time and in
     satisfaction of its obligations hereunder pay each Director or his or
     her beneficiary an amount equal to the value of the amounts credited
     to his or her Compensation Account as of the date of termination of
     the Plan.

          (12)  Any notices permitted or required to be given by the
     Directors under this Plan shall be in writing and addressed to the
     attention of the Director of Human Resources at the Company's office
     in Rockford, Illinois.  Any notices permitted or required to be given
     by Company shall be sent to each Director at the address shown on the
     latest deferral election unless notice of a change thereof has been
     received by Company.  The Company may change the address for receiving
     notices by giving written notice of such new address to all of the
     Directors.  All such notices shall be delivered in person or by U.S.
     mail, first class or by facsimile.  Notices given to the Company shall
     not be deemed given until actually received by the Company.

          (13)  Except as provided in Paragraph 10, this Plan may not be
     changed, modified or amended, except by action of the majority of the
     Board of Directors.  No such action shall cause a reduction in the
     balance last credited to a Director's Compensation Account. 

          (14)  The invalidity or unenforceability of any provisions of
     this Plan shall in no way affect the validity or enforceability of any
     other provision hereof.

          (15)  This Plan may be adopted by any subsidiary of the Company,
     with the approval of the Board of Directors of the Company.

          (16)  Neither the Company nor any of its Directors or employees
     shall be liable for any decision or action taken by the Company in
     good faith in connection with the administration or interpretation of
     the Plan or the provisions thereof.

          (17)  Except to the extent subject to the laws of the United
     States, this Plan shall be governed by the laws of the State of
     Illinois, applicable to agreements to be performed in that State.



                        PIONEER FINANCIAL SERVICES, INC.
                           COMPENSATION DEFERRAL PLAN
                           DESIGNATION OF BENEFICIARY




          In the event of my death, I hereby designate
_________________________________________________ as my beneficiary for the
funds held in the Compensation Account under the Pioneer Financial Services,
Inc. Compensation Deferral Plan.


                    , 19  
                              Director's Signature


     Director's Name Printed:      Beneficiary's Address:

                              






                        PIONEER FINANCIAL SERVICES, INC.
                           COMPENSATION DEFERRAL PLAN
                          ELECTION AND ENROLLMENT FORM 


     After its effective date, the most recent Election and Enrollment Form
executed by a Director shall override inconsistencies on any Election and
Enrollment Form previously executed by such Director.   Capitalized terms used
in this Form shall have the meanings given to them in the Pioneer Financial
Services, Inc. Compensation Deferral Plan.

A.   Enrollment<F1>

          I hereby irrevocably elect to defer payment of [please complete one of
the options and cross out the other three]:

          [none of my Compensation], or

          [_____% of my Compensation], or 

          [up to $________ of my Compensation,] or 

          [all of my Compensation in excess of $__________,]

as defined in section 1(b) of the Pioneer Financial Services, Inc. Compensation
Deferral Plan.

          This election shall remain in effect until:  [please choose one of the
options and cross out the other option]:

          [the end of the current calendar year]

          [the Company receives a written notice from me electing to
     terminate my election to defer payment of my Compensation; provided,
     however, that my election to terminate my election shall not take
     effect until the end of the calendar year in which it is given]

[FN] The amount of Compensation being deferred may only be changed as of the
     first day of a calendar year.

B.   Payout Schedule

          Payment shall be made as follows or as the Board of Directors of the
Company shall direct in accordance with section 6 of the Plan:<F2>

          [you may describe how you would prefer that the amounts in your
     Compensation Account be paid to you]

[FN] A Director may only designate a payout schedule when initially enrolling in
     the Plan.

C.  Investment Options

List below the Investment Option(s) for amounts credited to your Compensation
Account and the percentage of the deferred amounts credited to such Investment
Option.  If a Director fails to specify an Investment Option for any amount in
his or her Compensation Account, then such amount will be deemed to be invested
in the Fidelity Tax Exempt Money Market Trust.


Investment Option                       Percentage of Deferral





                                                                   % Total (must
                                                                      equal 100)

                    , 19__
                                        Director's Signature

                    Name Printed:  

                    Date of Birth: 

                    Address:






                        PIONEER FINANCIAL SERVICES, INC.
                           COMPENSATION DEFERRAL PLAN
                      ELECTION TO CHANGE INVESTMENT OPTION


     After its effective date, the most recent Election to Change Investment
Option shall override inconsistencies on any Election to Change Investment
Option or Election and Enrollment Form previously submitted.  List below the
Investment Option(s) for amounts credited to your  Compensation Account and the
amounts allocated to each investment Option.  If a Director fails to specify an
Investment Option for any amount in his or her Compensation Account, then such
amount will be deemed to be invested in the Fidelity Tax Exempt Money Market
Trust.  Capitalized terms used in this Election shall have the meanings given to
them in the Pioneer Financial Services, Inc. Compensation Deferral Plan.


Investment Option                            Amount

                                             $

                                             $

                                             $

                                             $


The effective date of this Election shall be 10 business days after receipt by
the Human Resources Department at Pioneer Financial Services, Inc.



                                   Directors Signature

                                    Name Printed: