<PAGE>   33

               PAUL MUELLER COMPANY EMPLOYEE BENEFIT PLAN



                       AMENDED AND RESTATED AS OF



                              JULY 1, 1998

<PAGE>   34

                           TABLE OF CONTENTS

                                                                  Page

ARTICLE I - Plan..................................................  1
ARTICLE II - Eligibility Provisions...............................  1
        Definitions...............................................  1
        Participation.............................................  5
        Dependent Coverage........................................  6
        Termination of Participant Coverage.......................  7
        Reinstatement of Participant Coverage.....................  9
        Termination of Dependent Coverage......................... 10
        Family and Medical Leave Act Coverage..................... 11
        Continuation Coverage..................................... 14
        Limited Self-Payment Privilege for Retired Employees
             and Surviving Dependents............................. 18
ARTICLE III - Benefits............................................ 20
        Group Life Insurance and Accidental Death 
             and Dismemberment Insurance.......................... 20
        Weekly Disability Income Coverage......................... 20
             Benefit Amount....................................... 20
             Commencement and Duration of Weekly 
                  Disability Income Benefits...................... 21
             Weekly Disability Income Definitions................. 21
             Weekly Disability Income Limitations and Exclusions.. 23
        Medical Care Coverage..................................... 24
             Medical Care Definitions............................. 24
             Medical Expense Benefit.............................. 31
             Utilization Review Requirement....................... 32
             Second Surgical Opinion Benefit...................... 35
             Flat Rate Maternity.................................. 35
             Audits by Participants............................... 36
             High Risk Pregnancy Benefit.......................... 36

                                  i

<PAGE>   35

                                                                  Page

             Employee Assistance Program.......................... 37
             Medical Covered Charges.............................. 38
             Medical Deductible................................... 45
             Maximum Amounts...................................... 47
             Evidence Reinstatement............................... 48
             Extended Medical Expense Benefits on 
                  Termination of Coverage......................... 49
             Recovery From Third Parties -- Subrogation........... 49
             Effect Of Eligibility For Medicare 
                  Coverage On Plan Benefits....................... 58
             Coordination Of Benefits And 
                  Excess Coverage Provision....................... 59
             Medical Limitations and Exclusions................... 65
        Dental Care Coverage...................................... 72
             Dental Care Definitions.............................. 72
             Dental Expense Benefit............................... 73
             Covered Dental Expenses.............................. 73
             Dental Limitations and Exclusions.................... 73
             Coordination Of Benefits And 
                  Excess Coverage Provision....................... 75
ARTICLE IV - Named Fiduciaries.................................... 82
ARTICLE V - Funding Policy and Basis of Payments to and from Plan. 84
ARTICLE VI - Amendment and Termination of Plan.................... 84
ARTICLE VII - Exclusive Benefit of Participants................... 84
ARTICLE VIII - Claims Procedures.................................. 85
        Insured Benefits.......................................... 85
        Self-Insured Benefits..................................... 87
        Other Matters............................................. 92
ARTICLE IX - General Provisions................................... 93
        Physical Examination and Autopsy.......................... 93
        Legal Actions............................................. 93
        Not Workers' Compensation Insurance....................... 93
        Plan Replaces Former Plan................................. 93

                                  ii

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                                                                  Page

        Applicable Law............................................ 94
        Effective Date............................................ 94
        Effective Date of Amendment............................... 94
        Plan Year................................................. 94

                                 iii

<PAGE>   37

             PAUL MUELLER COMPANY EMPLOYEE BENEFIT PLAN

WHEREAS, the Paul Mueller Company (hereinafter referred to as the 
"Employer") and Michael W. Young, William H. Stewart, Jr., Donald E. 
Golik and Sharron L. Rotty (they and their replacements hereinafter 
collectively referred to as the "Trustees") have heretofore entered 
into an Agreement and Declaration of Trust (hereinafter referred to 
as the "Trust") establishing the Paul Mueller Company Employee Bene-
fit Plan (hereinafter referred to as the "Plan") for the benefit of 
certain employees of the Paul Mueller Company; and

WHEREAS, the Plan may be amended by resolution of the Trustees.

NOW, THEREFORE, be it resolved that the Paul Mueller Company Employee 
Benefit Plan be amended and restated pursuant to the terms and condi-
tions provided herein.

                             ARTICLE I
                               PLAN

The Plan is evidenced by the Trust as effective May 2, 1988 and as may 
be amended from time to time.  The terms and provisions of the Trust 
and any future amendments thereto shall form a part of the Plan in the 
same manner as if all the terms and provisions thereof were copied 
here in detail; the terms and provisions of the Plan and any future 
amendments hereto shall form a part of the Trust, as amended from time 
to time, in the same manner as if the same were copied in the Trust in 
detail.

                             ARTICLE II
                       ELIGIBILITY PROVISIONS

DEFINITIONS

For purposes of the Plan, the following terms, whether or not capi-
talized, shall have the meanings indicated below.  Words used herein 

                                  1

<PAGE>   38

in the masculine gender shall be deemed to include the feminine and 
vice versa.

1)  "Employer" means Paul Mueller Company and any member of Paul 
    Mueller Company's controlled group (as defined by the Internal 
    Revenue Code) that adopts the Plan with the consent of the 
    Trustees.

2)  "Eligible Employee" means a permanent employee of the Employer who 
    is performing Active Work on a Full-Time Basis, except that bar-
    gaining unit employees of Mueller Field Operations, Inc. are not 
    Eligible Employees unless so provided in a collective bargaining 
    agreement between Mueller Field Operations, Inc. and a collective 
    bargaining representative.

3)  "Participant" means an Eligible Employee covered under the Plan in 
    accordance with this Article II.

4)  "Eligible Dependent" means only the following persons not other-
    wise eligible for coverage under the Plan as a Participant:

    a)  the lawful spouse of the Participant except a spouse who is 
        legally separated from the Participant;

    b)  each unmarried Child of the Participant who has attained the 
        age of seven (7) days but has not attained the age of nineteen 
        (19) years, except that, under the Medical Care Coverage, a 
        newborn child shall be considered an Eligible Dependent from 
        and after the moment of birth as to i) Covered Expenses which 
        result from Injury or Illness, premature birth, or congenital 
        abnormalities; and ii) the first $200 of Hospital charges of 
        a well baby if the requirements of the section entitled HIGH 
        RISK PREGNANCY BENEFIT below are complied with; 

    c)  each unmarried Child of the Participant who has attained age 
        nineteen (19) years but has not attained age twenty-three (23) 

                                  2

<PAGE>   39

        years, is a full-time student in an accredited school, and is 
        dependent upon the Participant for his principal support and 
        maintenance.

        i)  If an unmarried Child between age 19 and age 23 completes 
            the spring semester as a full-time student in an accre-
            dited school and does not graduate, he will continue to be 
            considered an Eligible Dependent through the summer. If he 
            does not resume full-time student status in the fall, his 
            coverage will be discontinued on the date the fall semes-
            ter commences at the institution at which the Child was 
            enrolled.

       ii)  If such a Child completes the spring semester and does 
            graduate, he will be covered through the summer only if 
            the Participant furnishes the Trustees with documentation 
            that the Child is pre-enrolled as a full-time student for 
            the fall semester.  If coverage is continued based on pre-
            enrollment and the Child does not actually resume full-
            time student status in the fall, coverage will be discon-
            tinued on the date the fall semester commences at the 
            institution at which the Child was enrolled.

      iii)  If such a Child completes the spring semester, does gradu-
            ate and is not pre-enrolled as a full-time student for 
            the fall semester, his coverage will be discontinued at 
            the end of the spring semester.  If he resumes full-time 
            student status in the fall, any premiums for continuation 
            coverage that were paid for the summer will be refunded 
            and coverage will be reinstated retroactive to the end of 
            the spring semester; and

    d)  the Child of a Participant to the extent required by a quali-
        fied medical child support order.  See paragraph 7 of this 
        section for a definition of the phrase "medical child support 
        order."

    No person may be simultaneously covered as a Participant and a de-
    pendent or as a dependent of more than one Participant.

                                  3

<PAGE>   40

5)  "FMLA Leave" means leave granted to a participant by the Employer 
    under the Family and Medical Leave Act of 1993.

6)  "Child" includes, in addition to a natural child of the Partici-
    pant, the following persons dependent upon the Participant for 
    principal support and maintenance:  an adopted child, a stepchild, 
    and a foster child.  A child is considered "adopted" only when he 
    is adopted or placed for adoption, and only if the adoption or 
    placement occurs before the child reached his eighteenth (18th) 
    birthday.  A child is placed for adoption when a Participant 
    assumes and retains a legal obligation for total or partial sup-
    port of the child in anticipation of adoption.  The child's place-
    ment with a Participant terminates upon the termination of such 
    legal obligation.  "Foster Child" means a child of whom the Par-
    ticipant is the legal guardian, who resides in the Participant's 
    household and for whom the Participant provides parental care, 
    including health care.

7)  "Medical Child Support Order" means an order, typically issued in 
    divorce proceedings, which may create or recognize the right of a 
    child of a Participant to be covered under this Plan.  Such an 
    order must be qualified and issued by a court of competent juris-
    diction or through an administrative process having the force and 
    effect of law for this Plan to be bound by it.  The Administrative 
    Manager will provide to Participants on request guidelines used to 
    determine whether a medical child support order is qualified.

8)  "Covered Individual" means only a Participant or a Participant's 
    Eligible Dependent who is covered under the Plan in accordance 
    with this Article II.

9)  "Active Work on a Full-Time Basis" means the performance of work 
    by an employee for the Employer either at his customary place of 
    employment or such other place or places as required by the Em-
    ployer in the course of such work for the full number of hours and 
    full rate of pay in accordance with the established employment 
    practices 

                                  4

<PAGE>   41

    of the Employer, as determined by the Employer.  An employee shall 
    be deemed to be performing Active Work on a Full-Time Basis during 
    excused absences (other than due to disability in excess of five 
    (5) working days), as determined by the Employer.

10) "Retired Employee" means a person who a) is separated from the 
    active service of the Employer, b) is not engaged in active, full-
    time work, c) has attained age fifty-five (55) and d) has a total 
    of five (5) years of employment with the Employer.  Retired Em-
    ployees are eligible for employee Life Insurance and employee and 
    dependent Medical Care Benefits only.

11) "Group Insurance Contract" means the group insurance policy or 
    any replacement thereof referred to in Section A of Article III 
    hereof.

PARTICIPATION

Coverage of an Eligible Employee will become effective on the later of 
a) the effective date of the Plan or b) the day immediately following 
the end of a ninety (90) day period commencing on or after his date of 
employment during which he has worked three hundred sixty (360) hours 
for the Employer provided that some of the hours must have been worked 
in each of the three (3) successive thirty (30) day periods comprising 
the ninety (90) day period and further provided that the Eligible Em-
ployee must still be performing Active Work on a Full-Time Basis on 
this date of participation in order to become covered.

The effective date of participation shall be subject to the following 
conditions:

1)  with respect to Weekly Disability Income Coverage -- if, at 12:01 
    a.m. on the date coverage (or increase in amount of coverage) of 
    an employee would otherwise become effective, he is by reason of 
    Injury or Illness unable to perform Active Work on a Full-Time 
    Basis, whether or not he was scheduled to work on such day, such 
    coverage 

                                  5

<PAGE>   42

    (or increase in the amount of coverage) shall not become effective 
    until such time on or after the date that such coverage would 
    otherwise become effective that he is available to perform Active 
    Work on a Full-Time Basis.

2)  with respect to Medical Care Coverage -- if, at 12:01 a.m. on the 
    date coverage (or increase in amount of coverage) of an employee 
    would otherwise become effective, he is confined in a hospital or 
    other medical facility, such coverage (or increase in the amount 
    of coverage) shall not become effective until the day of his final 
    medical discharge from the hospital or facility.

3)  with respect to Life and Accidental Death and Dismemberment In-
    surance -- as provided in the Group Insurance Contract.

A Participant may have a right to continue coverage for himself and 
his Eligible Dependents during a period when the Participant is on a 
leave of absence authorized by the Employer pursuant to the Family and 
Medical Leave Act of 1993 (FMLA Leave).  The Participant's right to 
continue coverage during a period of FMLA Leave, and the manner in 
which that coverage is continued, is described in the section below 
entitled FAMILY AND MEDICAL LEAVE ACT COVERAGE.

DEPENDENT COVERAGE

Coverage of a Participant's existing Eligible Dependents shall become 
effective on the same date as the Participant's coverage, and coverage 
of newly acquired dependents shall become effective automatically on 
the date they become Eligible Dependents, subject in both cases to the 
following conditions:

1)  if an Eligible Dependent is confined in a hospital or other medi-
    cal facility on the date he would otherwise become covered, his 
    coverage shall not become effective until the day of his final 
    medical discharge from the hospital or facility, except that this 
    provision shall not apply to a newborn child otherwise eligible 
    for coverage 

                                  6

<PAGE>   43

    at or seven (7) days following birth in accordance with the terms, 
    conditions and limitations of the Plan.

2)  if an Eligible Dependent is confined in a hospital or other medi-
    cal facility on the date an increase in amount of coverage would 
    otherwise become effective due to an amendment of the Plan, such 
    increase shall not become effective until the day of his final 
    medical discharge from the hospital or facility.

TERMINATION OF PARTICIPANT COVERAGE

Coverage of a Participant shall terminate as follows:  a) in the case 
of a Participant who does not cease work because of retirement or FMLA 
Leave, coverage shall terminate on the day he ceases Active Work on a 
Full-Time Basis, b) in the case of a Participant who ceases Active 
Work on a Full-Time Basis because of retirement, coverage shall ter-
minate on the last day for which he receives wages from the Employer 
prior to retirement, and c) in the case of a Participant who ceases 
Active Work on a Full-Time Basis while on a period of FMLA Leave, 
coverage shall terminate, if at all, in accordance with the provisions 
of the section entitled FAMILY AND MEDICAL LEAVE ACT COVERAGE.

However, if a Participant:

1)  has been continuously employed by the Employer for at least four 
   (4) months but less than one (1) year immediately prior to the date 
    his coverage would otherwise terminate in accordance with this 
    provision, his Life and Accidental Death and Dismemberment In-
    surance and Medical Care and Dental Care Coverage and that of his 
    Eligible Dependents, but not his Weekly Disability Income Cover-
    age, will be extended for fourteen (14) days, or

2)  has been continuously employed by the Employer for at least one 
   (1) year immediately prior to the date his coverage would otherwise 
    terminate in accordance with this provision, his Life and Acci-
    dental Death and Dismemberment Insurance and his Medical Care and 
    Dental Care Coverage, but not his Weekly Disability Income Cover-
    age for a disability commencing after cessation of Active Work on 

                                  7

<PAGE>   44

    a Full-Time Basis for reasons other than disability, and that of 
    his Eligible Dependents will be extended for

    a)  ninety (90) days, or

    b)  one hundred eighty (180) days if he ceases work due to Injury 
        or bodily or mental infirmity and to the extent he remains 
        continuously unable to perform his regular work by reason of 
        such Injury or bodily or mental infirmity, or

3)  a) ceases work due to Injury or bodily or mental infirmity and to 
    the extent he remains continuously unable to perform his regular 
    work by reason of such Injury or bodily or mental infirmity, b) 
    has been employed by the Employer for at least ten (10) years 
    prior to cessation of work, and c) applies for and receives Social 
    Security Disability Income benefits, his Medical Care and Dental 
    Care Coverage and that of his Eligible Dependents, but not his 
    Life and Accidental Death and Dismemberment Insurance or his 
    Weekly Disability Income Coverage, will be extended until the 
    expiration of thirty  (30) months from the date his disability 
    commenced.

Notwithstanding the foregoing, in no event will the coverage of a 
Participant be continued beyond the earliest of the following dates:

1)  With respect to Weekly Disability Income Coverage and Accidental 
    Death and Dismemberment Insurance, the date he retires;

2)  The date he becomes covered under another group benefit plan 
    (whether insured or uninsured) as a result of employment with 
    another employer;

3)  The day he enters active military service;

                                  8

<PAGE>   45

4)  The date the Plan terminates or is amended to exclude the class of 
    employees to which the Participant belongs.

5)  With respect to continuation of Medical Care Coverage under the 
    ninety (90) day extension referred to in Paragraph 2)a) of the 
    section entitled TERMINATION OF PARTICIPANT COVERAGE, the date a 
    Retired Employee becomes entitled to Medicare.

If a Participant becomes a Retired Employee, his Life Insurance will 
be continued after retirement (in a reduced amount in accordance with 
the provisions of the Group Insurance Contract); provided, however, 
the Trustees reserve the right to alter or terminate such coverage if 
they deem necessary or appropriate.

The coverage to which a Participant is entitled under this section 
after he ceases Active Work on a Full-Time Basis shall be reduced to 
the extent necessary to avoid duplicating the coverage to which the 
Participant is entitled, if any, under the section entitled FAMILY AND 
MEDICAL LEAVE ACT COVERAGE.

REINSTATEMENT OF PARTICIPANT COVERAGE

Except as provided in the section entitled FAMILY AND MEDICAL LEAVE 
ACT COVERAGE, the coverage of each Participant whose coverage is ter-
minated (or would have been terminated were it not for his election 
of Continuation Coverage) and who resumes Active Work on a Full-Time 
Basis will be reinstated as follows:

1)  If such person's employment has not been terminated -- on the day 
    immediately following completion of one hundred sixty (160) hours 
    of work in a period not exceeding sixty (60) days; or

2)  If such person's employment has been terminated -- on the day 
    immediately following the end of the ninety (90) day period com-
    mencing on or after his date of employment during which he has 
    worked three hundred sixty (360) hours for the Employer provided 

                                  9

<PAGE>   46

    that some of the hours must have been worked in each of the three 
    (3) successive thirty (30) day periods comprising the ninety (90) 
    day period.

If the termination of coverage is due to the employee being unable to 
perform his regular work by reason of accidental bodily injury or 
bodily or mental infirmity and if such employee resumes Active Work 
on a Full-Time Basis, the "one hundred sixty (160) hours of work" 
requirement will not apply and the coverage of such employee will be 
reinstated on the date he resumes Active Work on a Full-Time Basis, 
provided that he was continuously unable to perform his regular work 
by reason of accidental bodily injury or bodily or mental infirmity 
from the time his coverage terminated until the time he resumes Active 
Work on a Full-Time Basis.

Reinstatement of employee coverage is subject to conditions 1), 2) and 
3) under the section entitled PARTICIPATION above; reinstatement of 
dependent coverage is subject to conditions 1) and 2) under the sec-
tion entitled DEPENDENT COVERAGE above.

TERMINATION OF DEPENDENT COVERAGE

Coverage of a Participant's Eligible Dependents shall automatically 
terminate on the earlier of the following dates:

1)  the date the Participant's coverage terminates; except that if the 
    Participant's coverage terminates due to his death and the Parti-
    cipant had been continuously employed in Active Work on a Full-
    Time Basis by the Employer for a period of at least 

    a)  four (4) months but less than one (1) year, medical care 
        coverage of his Eligible Dependents shall be extended for 
        fourteen 14) days, or 

    b)  one (1) year, medical care coverage of his Eligible Dependents 
        shall be extended for ninety (90) days.

                                 10

<PAGE>   47

2)  as to a particular dependent, the date such dependent ceases to 
    qualify as an Eligible Dependent.

However, a covered unmarried child who a) before the date he would 
otherwise cease to be eligible solely due to attained age becomes in-
capable of self-sustaining employment by reason of mental or physical 
handicap and b) is dependent upon the Participant for his principal 
support and maintenance, shall not cease to qualify as an Eligible 
Dependent solely because of attained age while a) he remains so inca-
pacitated and dependent and b) the Participant through whom he derived 
eligibility remains covered under the Plan, provided the initial due 
proof of such dependent's incapacity and dependency status is sub-
mitted to the Trustees, at no expense to the Trustees, not more than 
thirty-one (31) days after the date such dependent would otherwise 
cease to be an Eligible Dependent by reason of attained age, and from 
time to time thereafter as requested by the Trustees.

FAMILY AND MEDICAL LEAVE ACT COVERAGE

1)  CONTINUATION OF COVERAGE.  A Participant may continue Medical Care 
    and Dental Care coverage but not Life and Accidental Death and 
    Dismemberment Insurance or Weekly Disability Income coverage for 
    himself and his Eligible Dependents during a period of FMLA Leave 
    as if he had not taken FMLA Leave, but had instead continued his 
    employment and his participation in the Plan.

    A Participant will not have the right to continue coverage during 
    a period of FMLA Leave, however, if he informs the Employer before 
    beginning his leave that he does not intend to return to work for 
    the Employer at the conclusion of his leave.  In that event, the 
    Participant may have a right to continue coverage under the pro-
    visions described below in the section entitled CONTINUATION 
    COVERAGE.

2)  TERMINATION OF COVERAGE.  If the Participant elects to continue 

                                 11

<PAGE>   48

    coverage during a period of FMLA Leave, his coverage (and that of 
    his Eligible Dependents) will continue until the earliest of:

    a)  the date the Participant notifies the Employer that he does 
        not intend to return to work for the Employer after the con-
        clusion of the FMLA Leave;

    b)  the date the Participant's employment is terminated because he 
        fails to return to work for the Employer after the period of 
        FMLA Leave; or

    c)  the date the Employer's participation in the Plan terminates.

3)  RESTORATION OF COVERAGE.  Any coverage the Participant does not 
    continue while on FMLA Leave will be reinstated upon his return 
    from FMLA Leave.  The Participant and his Eligible Dependents will 
    receive the same coverage they had prior to the commencement of 
    the FMLA Leave.  Neither the Participant nor his Eligible Depen-
    dents, if they were covered under the Plan at the time the FMLA 
    Leave commenced, will be subject to any new preexisting condition 
    limitation.  If they had been subject to the preexisting condition 
    limitation previously, however, that limitation will remain in 
    effect, applied as if coverage under the Plan had been in effect 
    during the period of FMLA Leave.

4)  NEED TO REPAY CONTRIBUTIONS.

    a)  GENERAL RULE.  If the Participant began a period of FMLA Leave 
        and continued his coverage under the Plan (and that of his 
        Eligible Dependents), and if the Participant fails to return 
        to work for the Employer after his FMLA Leave entitlement has 
        been exhausted or expires, the Employer will have the right 
        to recover from the Participant the contributions made by it 
        toward the Participant's (and his Eligible Dependents') 

                                 12

<PAGE>   49

        coverage under the Plan during the FMLA Leave.  The Parti-
        cipant will be considered to have returned to work for the 
        Employer for this purpose only if he returns to work for at 
        least 30 calendar days.

    b)  EXCEPTION.  The Employer will not have a right to recover its 
        contributions if the Participant fails to return to work for 
        the Employer due to:

        1)  the continuation, recurrence, or onset of a serious health 
            condition which would otherwise entitle the Participant to 
            a period of FMLA Leave, or

        2)  other circumstances beyond the Participant's control.

    c)  METHOD OF RECOVERY.  If the Employer is entitled to recover 
        its contributions under these rules, it may do so in any 
        manner permitted by law, including deducting those amounts 
        from amounts otherwise due the Participant.  This might in-
        clude, for example, deducting those amounts from accrued but 
        unpaid wages or vacation pay.

5)  SPECIAL RULES FOR KEY EMPLOYEES.

    a)  KEY EMPLOYEE.  Special rules apply to key employees.  For this 
        purpose, a "key employee" is a salaried employee who is among 
        the highest paid 10 percent of all employees employed by the 
        Employer within 75 miles of the Employer's worksite, and who 
        is FMLA-eligible (who, for example, meets the minimum hour 
        requirements, and works for a large enough facility, to be 
        covered under the FMLA).  Determinations of whether an em-
        ployee is a key employee will be made under certain technical 
        rules set forth in government regulations, found at 29 C.F.R. 
        Section 825.217.

    b)  CONTINUATION OF COVERAGE.  If a Participant is a key employee, 
        special rules will apply.  In that event, if the Participant 
        is entitled to FMLA Leave, and the Employer properly notifies 

                                 13

<PAGE>   50

        the Participant that it does not intend to restore the Parti-
        cipant to his job at the end of his leave because doing so 
        would cause substantial and grievous economic injury to the 
        Employer's operations, and if the Participant nevertheless 
        does not within a reasonable time after receiving that notice 
        terminate his FMLA Leave and return to work for the Employer, 
        the Participant's coverage (and that of his Eligible Depen-
        dents) will continue until the earliest of:

        1)  the date the Participant gives notice to the Employer that 
            he no longer wishes to return to work;

        2)  the date the Employer denies the Participant's reinstate-
            ment to employment at the end of the FMLA Leave; or

        3)  the date the Employer's participation in the Plan termi-
            nates.

    c)  RECOVERY OF CONTRIBUTIONS.  If a Participant who is a key 
        employee continues his coverage (and that of his Eligible 
        Dependents) under this Plan, and if he is denied employment 
        reinstatement by the Employer after the period of FMLA Leave, 
        the Employer is not entitled to recover from the Participant 
        the contributions made by it toward the Participant's (and his 
        Eligible Dependents') coverage under the Plan during the FMLA 
        Leave.

6)  CONSTRUCTION IN ACCORDANCE WITH FMLA.  The rules in this section 
    will be interpreted and applied in a manner consistent with the 
    provisions of the Family and Medical Leave Act of 1993.

CONTINUATION COVERAGE

A Participant may elect Continuation Coverage at his own expense if 
his Medical Care and Dental Care coverage under the Plan terminates 

                                 14

<PAGE>   51

because of a reduction in hours of employment or termination of em-
ployment (for reasons other than gross misconduct).

The spouse of a Participant may elect Continuation Coverage if his 
Medical Care and Dental Care coverage under the Plan terminates for 
any of the following reasons:

1.  Death of the Participant;

2.  Termination of the Participant's employment (for reasons other 
    than gross misconduct) or reduction in the Participant's hours of 
    employment;

3.  Divorce or legal separation from the Participant; or

4.  The Participant becomes entitled to Medicare.

A dependent child of a Participant may elect Continuation Coverage if 
his Medical Care and Dental Care coverage under the Plan terminates 
for any of the following reasons:

1.  Death of the Participant;

2.  Termination of the Participant's employment (for reasons other 
    than gross misconduct) or reduction the Participant's hours of 
    employment;

3.  The Participant's divorce or legal separation;

4.  The Participant becomes entitled to Medicare; or

5.  The dependent ceases to be an Eligible Dependent under the Plan.

The events described above which may result in eligibility for Contin-
uation Coverage are referred to hereinafter as "Qualifying Events."  
The Participant, spouse or child who becomes entitled to Continuation 
Coverage as the result of a Qualifying Event is referred to herein-
after as a "Qualified Beneficiary."  A child born to or placed for 
adoption with a Participant who is a Qualified Beneficiary is also a 
Qualified Beneficiary.

The Qualified Beneficiary or Participant must inform the Employer by 
written notice to the following address of a divorce, legal separation 
or a child ceasing to be an Eligible Dependent under the Plan within 
sixty (60) days of such Qualifying Event.

                                 15

<PAGE>   52

                Director of Personnel and Employee Relations
                Paul Mueller Company
                1600 West Phelps Street
                Springfield, Missouri 65802

The Administrative Manager will, within fourteen (14) days after re-
ceipt of notification from the Employer that a Qualifying Event has 
occurred, notify the Qualified Beneficiary that he has the right to 
elect Continuation Coverage.  The Qualified Beneficiary must then make 
a written election of Continuation Coverage.  Such election must be 
received by the Administrative Manager within sixty (60) days after 
the later of a) the date of the notice of the right to elect Contin-
uation Coverage or b) the date coverage would otherwise terminate as a 
result of the Qualifying Event.

If the Qualified Beneficiary does not elect Continuation Coverage 
within the time limits described above, his Medical Care and Dental 
Care coverage will not be continued.

If the Qualified Beneficiary elects Continuation Coverage, the Plan 
will provide him with Medical Care and Dental Care coverage which, as 
of the time coverage is being provided, is identical to the Medical 
Care and Dental Care coverage provided under the Plan to similarly 
situated active Covered Individuals.

Continuation Coverage may be maintained for a maximum of thirty-six 
(36) months from the date of the Qualifying Event unless coverage was 
lost because of termination of employment or reduction in hours.  In 
that case, the maximum Continuation Coverage period is eighteen (18) 
months from the date of the Qualifying Event; if the Qualified Bene-
ficiary is determined by the Social Security Administration to be 
totally disabled as of the date of the Qualifying Event or within 
the first sixty (60) days of Continuation Coverage and so notifies 
the Administrative Manager within sixty (60) days after the Social 
Security Administration's determination and prior to the end of the 
eighteen (18) months, the maximum Continuation Coverage period for the 
disabled Qualified Beneficiary as well as for every other Qualified 
Beneficiary who lost coverage due to the same Qualifying Event will 
be extended for an additional eleven (11) months -- for a total of 
twenty-nine (29) months -- but not beyond the end of the first month 

                                 16

<PAGE>   53

which ends more than thirty (30) days after the Qualified Beneficiary 
ceases to be considered totally disabled by the Social Security Admin-
istration.  The Qualified Beneficiary must notify the Administrative 
Manager within thirty (30) days following a determination by the 
Social Security Administration that the Qualified Beneficiary is no 
longer totally disabled.  The eighteen (18), thirty-six (36) and 
twenty-nine (29) month periods referred to in this paragraph include 
(i.e., are reduced by) the fourteen (14), ninety (90) and one hundred 
eighty (180) day and the thirty (30) month extensions provided in 
paragraphs 1, 2 and 3 of the section entitled TERMINATION OF PARTI-
CIPANT COVERAGE above.

If, during the first eighteen (18) or twenty-nine (29) months on 
Continuation Coverage another Qualifying Event takes place, coverage 
may be extended, but in no case may the total amount of Continuation 
Coverage be more than thirty-six (36) months.

In no event will continuation coverage be continued beyond the earli-
est of the following dates:

1.  The date the Employer ceases to provide group health coverage to 
    any of its employees;

2.  The date the premium for Continuation Coverage is not paid by 
    the end of the forty-five (45) or thirty (30) day grace period 
    described below;

3.  The date, after the date of the election of Continuation Coverage, 
    on which the Qualified Beneficiary becomes covered under another 
    group health plan which does not limit or exclude coverage for any 
    preexisting health conditions of such Qualified Beneficiary;

4.  The date, after the date of the election of Continuation Coverage, 
    on which the Qualified Beneficiary becomes entitled to Medicare.

The Trustees will determine annually the monthly premium rates appli-
cable to Qualified Beneficiaries who elect Continuation Coverage.  
Premium rates may be higher for the additional eleven (11) months of 
Continuation Coverage available to totally disabled Qualified Benefi-
ciaries than during the first eighteen (18) months of Continuation 

                                 17

<PAGE>   54

Coverage.  A grace period of forty-five (45) days will be allowed for 
payment of the premium for Continuation Coverage prior to the date of 
election and thirty (30) days for payment of each subsequent Continu-
ation Coverage premium.  If the first premium is not received by the 
end of the grace period, Continuation Coverage will not take effect 
and the right to Continuation Coverage is forfeited.  If any subse-
quent premium is not received by the end of the grace period, Continu-
ation Coverage will be terminated as of the end of the period for 
which the last timely premium was received and may not be reinstated.

LIMITED SELF-PAYMENT PRIVILEGE FOR RETIRED EMPLOYEES AND SURVIVING 
DEPENDENTS

If a Participant becomes a Retired Employee, he may elect, in lieu of 
or following the Continuation Coverage described in the preceding 
section, to continue his Medical Care Coverage, but not his Life and 
Accidental Death and Dismemberment Insurance or his Weekly Disability 
Income or Dental Care Coverage, [provided he is not eligible for 
Federal Medicare coverage (Part A or Part B)] and/or that of his 
Eligible Dependents [provided they are not eligible for Federal 
Medicare coverage (Part A or Part B)] beyond the date such coverage 
would otherwise terminate by paying the full cost (as determined from 
time to time by the Trustees) of such coverage to the Plan.

Self-payment coverage must commence immediately upon termination of 
the Participant's (and/or Eligible Dependent's) regular coverage under 
the Plan and must be continuous.  Payment for such coverage shall be 
made periodically as determined by the Trustees and must be received 
by the Trustees within ten (10) days following the beginning of the 
period for which due.

The Participant's self-payment coverage may not be continued beyond 
the earliest of the date he a) dies, b) becomes eligible for Federal 
Medicare coverage (Part A or Part B) or c) attains age sixty-five 
(65).  Coverage of the Participant's Eligible Dependents may not be 
continued beyond the earliest of the date a) fifteen (15) years from 
the date of the Participant's retirement, b) the Eligible Dependent 

                                 18

<PAGE>   55

becomes eligible for Federal Medicare coverage (Part A or Part B), c) 
the Eligible Dependent attains age sixty-five (65), d) the dependent 
ceases to be an Eligible Dependent or e) the Participant's coverage 
ceases; except that in the case of e):

    i)  If the Participant's coverage ceases due to his death while he 
        and his Eligible Dependents are covered under the Plan, con-
        tinued Medical Care Coverage is available to his surviving 
        Eligible Dependents at their expense until they become eli-
        gible for Federal Medicare coverage (Part A or Part B), attain 
        age sixty-five (65), remarry (in the case of the surviving 
        spouse), cease to be Eligible Dependents or until fifteen (15) 
        years following the date of the Participant's retirement, 
        whichever occurs first;

   ii)  If the Participant's coverage ceases because he becomes eli-
        gible for Federal Medicare coverage or attains age sixty-five 
        (65), continued Medical Care Coverage is available to his 
        Eligible Dependents at their expense until they become eli-
        gible for Federal Medicare coverage (Part A or Part B), attain 
        age sixty-five  (65), cease to be Eligible Dependents or until 
        fifteen (15) years following the date of the Participant's 
        retirement, whichever occurs first.

If an Eligible Dependent's coverage under this section would terminate 
due to the occurrence of a Qualifying Event (as defined in the preced-
ing Section), then notwithstanding the provisions of this section to 
the contrary, the Eligible Dependent may elect to continue his cover-
age(as in effect immediately prior to the Qualifying Event) in accor-
dance with the Continuation Coverage provisions of the preceding 
section.  In that event, except for the type of coverage available to 
the Eligible Dependent, his rights with respect to such continued 
coverage shall be governed by the preceding section.

Continued Medical Care Coverage on a self-payment basis is also avail-
able in lieu of the Continuation Coverage described in the preceding 

                                 19

<PAGE>   56

section to the surviving Eligible Dependents of an active Participant 
who dies while eligible for early or normal retirement, to the same 
extent and subject to the same requirements and limitations as if the 
Participant had been a Retired Participant at the time of his death.

                            ARTICLE III
                              BENEFITS

A.  GROUP LIFE INSURANCE AND ACCIDENTAL DEATH AND DISMEMBERMENT IN-
    SURANCE

    Group Life Insurance and Accidental Death and Dismemberment Insur-
    ance benefits under the Plan shall be determined in accordance 
    with the terms of the group insurance policy underwritten by the 
    insurance company selected by the Trustees to underwrite such 
    benefits as may be amended or replaced from time to time.  All 
    such benefits are the obligation of the Insurance Company solely. 
    Beyond payment of premiums due for Participants, the Trustees have 
    no obligation with respect to such benefits.

B.  WEEKLY DISABILITY INCOME COVERAGE

    Subject to the provisions and limitations of the Plan, if solely 
    as a result of an Injury, or an Illness a Participant becomes 
    disabled while covered under the Plan, the amount of benefits 
    hereinafter described for each covered day of disability shall be 
    payable by the Plan in accordance with the Plan's claims proce-
    dures.

    BENEFIT AMOUNT

    The amount of Weekly Disability Income benefits shall be equal to 
    the lesser of $175 or 66-2/3% of the Participant's weekly rate of 
    earnings from the Employer in effect immediately preceding com-
    mencement of disability.  If the number of Covered Days of Dis-
    ability is not an exact multiple of five (5), the amount of 
    benefits for each Covered Day of Disability shall be one-fifth 
    (1/5) of the weekly benefit amount set forth above.  For any week 
    or portion thereof for which the Participant is entitled to disa-
    bility benefits under the Federal Social Security Act, the weekly 
    disability income benefit amount payable under the Plan, if any, 

                                 20

<PAGE>   57

    shall be reduced by the amount of such Social Security benefits 
    to which the Participant is entitled for that weekly period or 
    portion thereof (including any amounts payable attributable to the 
    Participant's dependents).  A Participant shall be deemed entitled 
    to Social Security disability benefits (less the Plan's propor-
    tionate share of reasonable attorneys' fees associated with the 
    successful collection of Social Security benefits) if he would be 
    eligible to receive such benefits were application made.  The 
    weekly disability income benefit amount payable under the Plan 
    will not be reduced, however, if proof is submitted to the Trus-
    tees that application for such Social Security disability benefits 
    has been made and, after final determination, has been denied. 
    Any Participant applying for weekly disability income benefits for 
    a period of disability expected to last more than five (5) months 
    shall also apply for Social Security Disability benefits.  This 
    includes making timely claim for and fully pursuing all avenues of 
    appeal provided for under the Social Security Act with respect to 
    denial of such benefits.  As a condition of the payment of weekly 
    disability income benefits, the Participant shall in writing a) 
    warrant that he (and any person or entity acting on his behalf) 
    has not settled, discharged or released any right or claim to 
    Social Security Disability benefits and b) agree to immediately 
    notify the Plan and refund to the Plan all amounts due the Plan 
    upon receipt of such benefits. 

    COMMENCEMENT AND DURATION OF WEEKLY DISABILITY INCOME BENEFITS

    Benefits for disabilities due to Injury shall commence on the 
    first  (1st) working day of disability.  Benefits for disabilities 
    due to Illness shall commence on the earliest of a) the sixth 
    (6th) working day of continuous disability, b) the first (1st) 
    working day of inpatient hospital confinement or c) the first 
    (1st) working day of disability coinciding with or following 
    performance of major surgery other than as a hospital inpatient.

    In no event shall benefits be payable for more than the Maximum 
    Payment Period of fifty-two (52) weeks for any one Disability 
    Period.

    WEEKLY DISABILITY INCOME DEFINITIONS

                                 21

<PAGE>   58

    For the purposes of these Weekly Disability Income Provisions, the 
    following terms, whether or not capitalized, shall have the mean-
    ings indicated below.  Words used herein in the masculine gender 
    shall be deemed to include the feminine and vice versa.

    1)  "Covered Day of Disability" means each working day, which is 
        not excluded from the payment of benefits by the Weekly Disa-
        bility Income Limitations provision, on which the Participant 
        is disabled, beginning with the applicable day benefits com-
        mence for any one Disability Period, as specified above;

    2)  a Participant shall be deemed to be "disabled" or in a state 
        of "disability" if by reason of Injury or Illness he is unable 
        to perform his regular work;

    3)  "Disability Period" means:

        i)  any one continuous absence from work because of disability 
            due to one or more causes;

       ii)  any two (2) or more absences from work because of disa-
            bility due wholly or in part to the same or related cause, 
            except that any two (2) of such absences which are sepa-
            rated by the return or medical release to return of a 
            Participant to Active Work on a Full-Time Basis for a 
            continuous period of two (2) weeks shall be considered to 
            have occurred in separate Disability Periods;

      iii)  any two (2) or more absences from work because of disa-
            bility due to entirely unrelated causes, except that any 
            two (2) such absences from work which are separated by the 
            return or medical release to return of the Participant to 
            Active Work on a Full-Time Basis for at least one (1) full 
            day shall be considered to have occurred in separate Disa-
            bility Periods.

    4)  "Former Plan" means:  the Paul Mueller Company Employees Group 
        Insurance Plan.

                                 22

<PAGE>   59

    5)  "Injury" means only an accidental bodily injury caused by a 
        sudden and unforeseen event, definite as to time and place; 
        and "Illness" means only a deviation from the normal healthy 
        state resulting from disease which requires treatment by a 
        Physician and is not otherwise excluded from coverage under 
        the Plan, or pregnancy.

    6)  "Working Day" means Monday through Friday of each week, in-
        cluding holidays.

    WEEKLY DISABILITY INCOME LIMITATIONS AND EXCLUSIONS

    Benefits shall not be payable under the Weekly Disability Income 
    provisions of the Plan for any day of disability

    1)  prior to the first day on which the Participant is personally 
        treated for the Injury or Illness causing his disability by a 
        legally qualified physician or surgeon;

    2)  on which the Participant engages in his regular occupation 
        or in any other occupation or employment for compensation, 
        profit or gain in which he was not engaged, or was engaged 
        to a lesser extent, immediately prior to commencement of his 
        disability;

    3)  due directly or indirectly to bodily or mental infirmity 
        covered by Workers' Compensation law, occupational illness 
        law, or laws of a similar character; or Injury arising out 
        of or in the course of any occupation or employment for com-
        pensation, profit or gain;

    4)  for which benefits were paid by the Former Plan;

    5)  due directly or indirectly to any intentionally self-inflicted 
        injury;

    6)  due directly or indirectly to an injury or illness resulting 
        from the Covered Individual's commission of a crime that is a 
        felony in the jurisdiction in which it is committed.  With 

                                 23

<PAGE>   60

        respect to such a crime, Weekly Disability Income benefits 
        shall not be payable if there is an investigation or charges 
        pending against the Covered Individual or if the Covered 
        Individual is convicted of the crime;

    7)  due directly or indirectly to an injury or illness resulting 
        from the Covered Individual's being intoxicated due to alcohol 
        consumption or under the influence of any illegal drug.  For 
        purposes of this paragraph, "intoxicated" means a substan-
        tially impaired mental or physical capacity resulting from the 
        introduction of a substance into the body.

    8)  of a Participant who is a participant in the Paul Mueller 
        Company Short-Term Disability Plan and the Paul Mueller 
        Company Long-Term Disability Plan.

C.  MEDICAL CARE COVERAGE

    Subject to the provisions and limitations of the Plan, the amount 
    of the benefits hereinafter described shall be payable by the Plan 
    in accordance with the Plan's claims procedures for the Covered 
    Expenses incurred by an individual while covered by the Plan or 
    the Former Plan.

    MEDICAL CARE DEFINITIONS

    Medical Care coverage provisions, the following terms, whether or 
    not capitalized, shall have the meanings indicated below.  Words 
    used herein in the masculine gender shall be deemed to include the 
    feminine and vice versa.

    1)  "Covered Expense" means only the expense incurred, or portion 
        of such expense, for the medical care, services or supplies 
        described in the section entitled MEDICAL COVERED CHARGES 
        below which a) are prescribed by a Physician, b) are necessary 
        in connection with the diagnosis or therapeutic treatment of 
        the Injury or Illness involved (in determining whether a ser-
        vice or supply, or what portion of a service or supply, is 
        included in part b) of this definition, a service or supply 
        must be ordered by a Physician and be commonly and customarily 

                                 24

<PAGE>   61

        recognized throughout the Physician's profession as appro-
        priate treatment of the diagnosed Illness or Injury; and must 
        not be educational; the length of a hospital confinement and 
        the hospital's services and supplies will be "necessary" only 
        to the extent they are, as determined by the Trustees, rea-
        sonably related to the treatment of the condition involved), 
        c) are not excluded from payment of benefits by the MEDICAL 
        LIMITATIONS AND EXCLUSIONS provision, and d) are not in excess 
        of the reasonable, usual and customary charges for the same or 
        similar medical care, services and supplies (in determining 
        whether an expense, or what portion of an expense, is included 
        in part d) of this definition, the Plan shall take into 
        account the fees and prices generally charged for cases of 
        comparable nature and severity at the time and place where 
        such medical care, services and supplies are rendered or 
        received); an expense shall be deemed to be incurred on the 
        date the medical care, service and supply is rendered or 
        received; in the event of a Illness or Injury which is ex-
        pected to result in Covered Expenses in excess of $10,000, 
        the Trustees may request a review by a case management organ-
        ization designated by the Trustees; if the case management 
        organization recommends a special treatment program which is 
        expected to result in less cost to the Plan than if the spe-
        cial treatment program were not implemented and is acceptable 
        to the Trustees, the patient and the patient's Physician, the 
        expense of such special treatment program shall constitute 
        Covered Expense under the Plan; if, in the event of any 
        Illness or Injury (even if Covered Expenses do not exceed 
        $10,000), a case management organization designated by the 
        Trustees recommends a treatment program which, in the opinion 
        of the Trustees, is equally effective and less costly than the 
        treatment program utilized by the Covered Individual, the Plan 
        will pay toward the cost of the more costly program only what 
        it would have paid for the less costly program recommended by 
        the case management organization.

    2)  "Physician" means only a legally qualified physician or sur-
        geon  (Doctor of Medicine or Doctor of Osteopathy); with 
        respect to certain Covered Expenses under the Plan, the term 
        "Physician" shall also include a duly licensed Dentist, 

                                 25

<PAGE>   62

        Podiatrist, Chiropractor, Nurse Practitioner (other than a 
        Nurse Midwife) or Clinical Psychologist practicing within 
        the scope of his profession; the term "Physician" does not 
        include Social Workers, Licensed Professional Counselors, 
        Optometrists, Naturopaths, Nurse Midwives, Speech Therapists, 
        Christian Science Practitioners, etc.; although the term 
        "Physician" does not ordinarily include social workers or 
        licensed professional counselors, services rendered by 
        Licensed Clinical Social Workers and Licensed Professional 
        Counselors are covered under the Plan when they are a) an 
        integral part of, rendered at and billed by a mental illness 
        or chemical dependency treatment program of a Hospital, a 
        Residential Treatment Program or a Nonresidential Treatment 
        Program, b) an integral part of a treatment program approved 
        by the Plan's Employee Assistance Program or c) rendered pur-
        suant to and within the scope of a referral made by the Plan's 
        Employee Assistance Program.

    3)  "Hospital" means only an institution which meets all of the 
        following requirements:  a) maintains permanent and full-time 
        facilities for bed care of resident patients, b) has a Physi-
        cian in regular attendance, c) continuously provides twenty-
        four (24) hour a day nursing service by Registered Nurses 
        (R.N.), d) is primarily engaged in providing diagnostic and 
        therapeutic services and facilities for medical and surgical 
        care of Injuries or Illnesses on a basis other than a rest 
        home, nursing home, convalescent home, or a home for the aged, 
        e) maintains facilities for surgery except that the require-
        ment of facilities for surgery shall not apply to a mental 
        institution or other institution operated primarily for the 
        therapeutic treatment of the chronically ill, and f) is 
        operating lawfully as a hospital in the jurisdiction where 
        it is located;

    4)  "Ambulatory Surgical Center" means any public or private es-
        tablishment with an organized medical staff of Physicians, 
        permanent facilities that are equipped and operated primarily 
        for the purpose of performing surgical procedures, continuous 
        Physician services and registered professional nursing ser-
        vices whenever a patient is in the facility, and which does 
        not provide services or other accommodations for patients who 
        stay overnight.

                                 26

<PAGE>   63

    5)  "Injury" means only an accidental bodily injury caused by a 
        sudden and unforeseen event, definite as to time and place, 
        and "Illness" means only a deviation from the normal healthy 
        state resulting from disease which requires treatment by a 
        Physician and is not otherwise excluded from coverage under 
        the Plan, or pregnancy;

    6)  "Disability" or "Disabled" means

        a)  in the case of a Participant, that he is unable to perform 
            his regular work solely as a result of Injury or Illness; 
            or

        b)  in the case of any other Covered Individual, that he is 
            prevented from engaging in all the normal activities of a 
            person of like age and sex and in good health solely as a 
            result of Injury or Illness;

    7)  "Close Relative" means the Participant, his spouse, and the 
        children, brothers, sisters, aunts, uncles, and parents of 
        either the Participant or his spouse.

    8)  "Highest Semiprivate Charge" means a) the standard charge by 
        the hospital in which confined for semiprivate room and board 
        accommodations, or the highest of such charges where the 
        hospital has more than one established level of such charges, 
        or b) if the hospital in which confined does not provide any 
        semiprivate accommodations, the greater of i) 80% of the 
        highest charge by the hospital in which confined for single-
        bed room and board accommodations or ii) the average semi-
        private rate of all other hospitals in the community.

    9)  "Intensive Care Accommodations" means an accommodation segre-
        gated from the rest of the hospital's facilities and exclu-
        sively reserved for critically and seriously ill or injured 
        patients requiring constant audiovisual observation, which 
        provides room and board, specialized Registered Nurse (R.N.) 

                                 27

<PAGE>   64

        and other nursing care, and special equipment or supplies 
        immediately available on a standby basis, as prescribed by 
        the attending Physician.

   10)  "Convalescent Nursing Home" means only an institution, other 
        than a hospital, which meets all of the following require-
        ments: a) maintains permanent and full-time facilities for bed 
        care of ten (10) or more resident patients, b) has available 
        at all times the services of a Physician, c) has a Registered 
        Nurse (R.N.) or Physician on full-time duty in charge of 
        patient care and one or more Registered Nurses (R.N.) or 
        Licensed Practical Nurses (L.P.N.) on duty at all times, d) 
        maintains a daily medical record for each patient, e) is pri-
        marily engaged in providing continuous skilled nursing care 
        for sick or injured persons during the convalescent stage of 
        their Illnesses or injuries and is not, other than incident-
        ally, a rest home or a home for custodial care or for the 
        aged, and f) is operating lawfully as a nursing home in the 
        jurisdiction where it is located; in no event, however, shall 
        such term include an institution primarily engaged in the care 
        and treatment of drug addicts or alcoholics;

   11)  "Covered Convalescent Nursing Home Confinement" means only 
        confinement, or portion thereof, in a convalescent nursing 
        home which confinement

        a)  commences while the individual is covered under the Plan 
            and within seven (7) days after a covered hospital con-
            finement of at least three (3) days duration or a pre-
            viously covered convalescent nursing home confinement, as 
            the case may be, and

        b)  is necessary for care or treatment of the Injury or Ill-
            ness which was the cause of the preceding hospital or 
            convalescent nursing home confinement;

        provided, however, that the Covered Individual must be under 
        the regular care of a Physician during such confinement, or 
        portion thereof.

                                 28

<PAGE>   65

   12)  "Nonresidential Treatment Program" means only a nonresidential 
        accredited treatment program for alcoholism, chemical depen-
        dency or drug addiction which is licensed or certified by the 
        Department of Mental Health or similar department of the State 
        in which the program is located.

   13)  "Residential Treatment Program" means only a residential 
        accredited treatment program for alcoholism, chemical depen-
        dency or drug addiction which is licensed or certified by the 
        Department of Mental Health or similar department of the State 
        in which the program is located.

   14)  "Former Plan" means the Paul Mueller Company Employees Group 
        Insurance Plan.

   15)  "Hospice" means an organization which is a) accredited as a 
        hospice by the Joint Commission for Accreditation of Hospitals 
        or the National Hospice Organization, b) approved as a Hospice 
        by Medicare or c) certified or accredited as a Hospice under 
        applicable state law.

   16)  "Durable Medical Equipment" means equipment which a) can with-
        stand repeated use, b) is primarily and customarily used to 
        serve a medical purpose, c) is generally not useful to a per-
        son in the absence of Illness or Injury and d) is appropriate 
        for use in the home.

   17)  "Clinical Psychologist" means only a person who specializes in 
        clinical psychology and fulfills the requirements specified in 
        item a) or b) below whichever is applicable.

        a)  A person who is licensed or certified as a psychologist by 
            the appropriate governmental authority having jurisdiction 
            over such licensure or certification, as the case may be, 
            in the jurisdiction where such person renders service to 
            the Covered Individual.

                                 29

<PAGE>   66

        b)  If there is no licensure or certification in the jurisdic-
            tion where such person renders service to the Covered 
            Individual, a person who is a Member or Fellow of the 
            American Psychological Association.

   18)  "Home Health Agency" means only an organization that is 
        approved by Medicare as a home health agency and has signed 
        a Medicare home health agency participation agreement.

   19)  "Preferred Provider" means only a Hospital, Physician or other 
        provider of medical services or supplies which participates 
        in a Preferred Provider Organization with  which the Plan has 
        entered into a contract.

   20)  "Enrollment Date" means the first day of coverage under the 
        Plan or, if there is a waiting period for coverage, the first 
        day of the waiting period.

   21)  "Prior Creditable Coverage" means continuous coverage under 
        any one of the following:

        -   An insured or self-insured group health plan
        -   Health insurance coverage
        -   Medicare
        -   Medicaid and Title X
        -   Indian Health Service Program
        -   State high risk pools
        -   Public health plans
        -   Peace Corps benefits

        provided a) the Covered Individual furnishes the Plan with a 
        Certificate of Creditable Coverage or other evidence of Prior 
        Creditable Coverage satisfactory to the Trustees and b) cover-
        age before a break in coverage of sixty-three (63) days or 
        more does not count as continuous coverage.

   22)  "Licensed Clinical Social Worker" means a) a person who is 

                                 30

<PAGE>   67

        trained and experienced as a clinical social worker and who 
        holds a current, valid license to practice as a clinical 
        social worker in the state in which he practices and b) a 
        person who is a graduate of an accredited school of social 
        work and meets all requirements for licensure as a clinical 
        social worker.

   23)  "Licensed Professional Counselor" means a) a person who is 
        registered, certified or licensed as a professional counselor 
        by the state in which he practices and b) a person who is a 
        graduate of an accredited educational institution with at 
        least a master's degree with a major in counseling or its 
        equivalent, meets all requirements for certification or licen-
        sure as a professional counselor other than the requirement of 
        supervised counseling experience and who is supervised by a 
        person who meets the requirements of a) above.

    MEDICAL EXPENSE BENEFIT

    Subject to the applicable Medical Deductible requirement and Maxi-
    mum Amounts, benefits are payable in an amount equal to:

    a.  In the case of i) services rendered by a Preferred Provider; 
        ii) radiology, pathology, anesthesiology and ambulance ser-
        vices rendered by a service provider who is not a Preferred 
        Provider during an inpatient or outpatient confinement at a 
        Hospital which is a Preferred Provider, which confinement is 
        prescribed by a Physician who is a Preferred Provider; and 
        iii) prescription drugs, an amount equal to 90% of the first 
        $1,500 of Covered Expenses incurred by a Covered Individual 
        during a calendar year and 100% of Covered Expenses in excess 
        of $1,500.

    b.  In the case of services other than those described in a) 
        above, an amount equal to 80% of the first $2,500 of Covered 
        Expenses incurred by a Covered Individual during a calendar 
        year and 100% of Covered Expenses in excess of $2,500.

    Charges payable at 90% under paragraph a) above count toward the 

                                 31

<PAGE>   68

    $2,500 required to be paid at 80% under paragraph b) above, and 
    charges payable at 80% under paragraph b) above count toward the 
    $1,500 required to be paid at 90% under paragraph a) above.

    (Exceptions:  a) Covered Expenses described in Paragraph E of the 
    section entitled MEDICAL COVERED EXPENSES below are payable in 
    an amount equal to 50% of Covered Expenses incurred while not 
    confined to a Hospital or treated in a Residential Treatment 
    Program or a Nonresidential Treatment Program, and such charges 
    will not be considered in determining the requirement for 100% 
    payment; b) Covered Expenses described in Paragraphs P, Q, T and 
    W of the section entitled MEDICAL COVERED EXPENSES below are pay-
    able in an amount equal to 100% of Covered Expenses incurred; c) 
    Covered Expenses for Second Surgical Opinion, Flat Rate Maternity 
    and High Risk Pregnancy are covered as specified in the following 
    sections rather than as in this paragraph).  If a) the Plan has 
    entered into a contract with a Preferred Provider Organization 
    (PPO) and b) the charges negotiated by the PPO exceed the pro-
    vider's usual charges and c) the Covered Individual is responsi-
    ble for payment of that excess, the Plan will pay the benefits 
    described in the preceding sentence plus 100% of the amount by 
    which the negotiated charge exceeds the provider's usual charge.

    UTILIZATION REVIEW REQUIREMENT

    1.  Inpatient Hospitalization

        Precertification of the medical necessity and appropriateness 
        of inpatient hospitalization must be obtained from the utili-
        zation review organization specified by the Trustees prior to 
        any nonemergency inpatient hospital admission or within 48 
        hours following any emergency inpatient hospital admission. 
        Inpatient hospital admission includes outpatient hospital 
        treatment that involves observation room services for more 
        than 23 hours.  If such precertification is obtained, the 
        Plan will consider days of inpatient hospitalization which 
        are certified as medically necessary and appropriate by the 
        utilization review organization to meet the medical necessity 
        requirement of the definition of "Covered Expenses."  If such 
        precertification is not obtained, the Plan will obtain a 

                                 32

<PAGE>   69

        retrospective determination of the medical necessity and 
        appropriateness of the inpatient hospitalization upon receipt 
        of the claim for benefits involving the hospitalization. 
        Coverage of any days of inpatient hospitalization which are 
        determined by the utilization review organization, either 
        prospectively or retrospectively, not to be medically neces-
        sary and appropriate is limited to what care would have cost 
        had it been provided on an outpatient basis.  However, the 
        Plan will not restrict benefits for any Hospital stay in 
        connection with childbirth for the mother or newborn Child 
        following a normal vaginal delivery to less than forty-eight 
        (48) hours, or to less than ninety-six (96) hours in the case 
        of a Caesarean section.  In addition, the Plan will not re-
        quire a provider to obtain authorization or precertification 
        for prescribing the minimum lengths of stay described above.

    2.  Services Requiring Precertification Regardless of Where Per-
        formed

        Precertification of the medical necessity and appropriateness 
        of the services listed below must also be obtained from the 
        utilization review organization specified by the Trustees 
        prior to any nonemergency services or within 48 hours fol-
        lowing any emergency services.  

        DIAGNOSTIC PROCEDURES REQUIRING PRECERTIFICATION:

        A)  Magnetic Resonance Imaging (MRI)

        B)  Computer Assisted Tomography (CT Scan)

        C)  Polysomnogram (Sleep Apnea Study)

        SURGICAL PROCEDURES REQUIRING PRECERTIFICATION:

        A)  All Breast Surgeries -- 

            -   Mastectomy
            -   Insertion or Removal of Breast Implant
            -   Breast Reduction or Enlargement or Other Augmentation

            (Breast Biopsy Does Not Require Precertification)

        B)  Back Surgeries, Including --

            -   Laminectomy

                                 33

<PAGE>   70

            -   Spinal Fusion
            -   Diskectomy

        C)  Hysterectomy

        D)  Hernia Repair

        E)  Nasal Surgery --

            -  Septoplasty
            -  Rhinoplasty

        F)  Blepharoplasty

        G)  Cataract Surgery

        H)  Vein Surgery  (Sclerotherapy)

        I)  Panniculectomy

        J)  Tonsillectomy

        K)  Adenoidectomy

        L)  Gall Bladder Surgery

        M)  Uvulopalatopharyngoplasty (Excision of Uvula for Sleep 
            Disorders)

        N)  All Organ Transplant Procedures

        INTRAVENOUS PROCEDURES REQUIRING PRECERTIFICATION

        A)  IV Antibiotics

        B)  Human Growth Hormone Therapy

        If such precertification is obtained, the Plan will consider 
        services which are certified as medically necessary and appro-
        priate by the utilization review organization to meet the 
        medical necessity requirement of the definition of "Covered 
        Expenses."  If such pre-certification is not obtained, the 
        Plan will obtain a retrospective determination of the medical 
        necessity and appropriateness of the services upon receipt of 
        the claim for benefits involving the services.  Any services 
        which are determined by the utilization review organization, 
        either prospectively or retrospectively, not to be medically 
        necessary and appropriate are not covered under the Plan.

                                 34

<PAGE>   71

        If, in conjunction with a request for precertification of a 
        hospitalization or service, a question arises concerning the 
        medical necessity and appropriateness or the coverage of the 
        hospitalization or service, the claimant or his duly author-
        ized representative may request a review of a denial of 
        precertification in accordance with the Review Procedure 
        described in Section 6) of SELF-INSURED BENEFITS in Article 
        VIII.

    SECOND SURGICAL OPINION BENEFIT

    Covered Expenses described in Paragraph F under the section en-
    titled MEDICAL COVERED EXPENSES below for a second surgical 
    opinion which meets the following conditions are not subject to 
    the Medical Deductible, and Benefits will be payable at the rate 
    of 100% of the first $100 of such Covered Expenses (such Covered 
    Expenses in excess of $100 will be paid at the rates specified in 
    the above paragraph entitled MEDICAL EXPENSE BENEFIT):

    1)  The second opinion must evaluate the need for surgery pre-
        viously recommended by the patient's Physician which would 
        require either confinement in a hospital or treatment in an 
        ambulatory surgical center.

    2)  The charges that would be made for the recommended surgery, if 
        it were performed, must qualify as Covered Expenses.

    3)  The Physician furnishing the second opinion must not be finan-
        cially associated with the Physician who rendered the first 
        opinion, must agree not to subsequently perform the surgery, 
        and must be board certified in the appropriate medical spe-
        cialty.

    4)  The second opinion must be set forth in writing by the second 
        Physician after examination of the patient.

    If the first two opinions differ, the Plan will also pay the bene-
    fits described above for a third opinion.

                                 35

<PAGE>   72

    FLAT RATE MATERNITY

    If a) the Trustees have negotiated a flat maternity fee with the 
    Hospital used by the Participant or the Participant's Spouse, b) 
    the Trustees have designated the flat fee as one which qualifies 
    for 100% reimbursement, c) the Plan and the Participant or the 
    Participant's Spouse meet the requirements of the flat maternity 
    fee agreement and qualify for the flat fee and d) the maternity 
    expenses are not otherwise excluded by the Plan, the Plan will 
    pay 100% of the flat fee.  The flat fee will ordinarily apply to 
    normal pregnancies only and will include the mother's Hospital 
    charges for obstetrical delivery and well newborn nursery care, 
    but will not include charges for elective items such as private 
    accommodations.  Other charges associated with the pregnancy (such 
    as Physicians' charges) will be paid at the rates specified in the 
    above paragraph entitled MEDICAL EXPENSE BENEFIT.  The flat fee 
    will not ordinarily apply to complicated pregnancies, Caesarean 
    sections, sterilization procedures or premature babies.

    AUDITS BY PARTICIPANTS

    Subject to the following conditions and limitations, the Plan will 
    pay directly to the Participant 50% of any reduction in Plan bene-
    fits directly resulting from billing error(s) detected by the 
    Participant and corrected through his efforts.  If the Covered 
    Individual's deductible has not been satisfied, 50% of any such 
    reduction in Covered Expenses will be credited toward his deduc-
    tible.

    1)  In order to qualify for this payment, the Participant must 
        furnish to the Plan's Administrative Manager copies of the 
        original itemized bill and the corrected bill showing the 
        reduction in Covered Expenses resulting from correction of the 
        billing error(s).

    2)  Payment under this provision is limited to a maximum of $1,000 
        per Covered Individual per calendar year.

    HIGH RISK PREGNANCY BENEFIT

                                 36

<PAGE>   73

    If a pregnant Participant or Spouse complies with all of the fol-
    lowing requirements and delivers a well baby, the Plan will pay 
    $200 of the baby's hospital charges at the rate of 100%.

    1)  The Participant or Spouse must notify the Administrative 
        Manager within two (2) weeks following a positive pregnancy 
        test.

    2)  The Participant or Spouse must have the high risk pregnancy 
        questionnaire furnished by the Administrative Manager com-
        pleted by her obstetrician.

    3)  The Participant or Spouse must not smoke during the pregnancy.

    4)  If the pregnancy is classified as "high risk," the Participant 
        or Spouse must comply with all the recommendations of the case 
        management organization selected by the Trustees.

    EMPLOYEE ASSISTANCE PROGRAM

    The Trustees may contract with an Employee Assistance Program 
    (EAP) to provide short-term counseling to assist employees and 
    dependents with personal problems, including:

    -   Family Problems
    -   Marital Problems
    -   Emotional Difficulties
    -   Stress and Anxiety
    -   Alcoholism
    -   Drug Abuse
    -   Legal Problems
    -   Financial Problems

    The EAP shall provide an assessment interview and up to five (5) 

                                 37

<PAGE>   74

    counseling sessions at no cost to Covered Individuals.  In addi-
    tion, the EAP may refer Covered Individuals to outside Psychia-
    trists, Clinical Psychologists, Licensed Clinical Social Workers 
    and Licensed Professional Counselors.  A portion of the fees 
    charged by these professionals may be covered under other provi-
    sions of the Plan.  The EAP may also refer Covered Individuals to 
    other community resources which charge no fees or reduced fees 
    based on the Covered Individual's ability to pay. 

    Use of the EAP shall be confidential.  Information shall not be 
    released to the Employer without the Covered Individual's permis-
    sion.

    MEDICAL COVERED CHARGES

    A)  Daily inpatient charges made by a Hospital for room and board 
        and general nursing services, or special charges in the case 
        of Intensive Care Accommodations, for each day of confinement 
        as an inpatient except that the excess, if any, of the amount 
        charged over the following Room and Board Maximums shall in no 
        event be included as a Covered Expense under the Plan:

        Single-Bed Accommodation...........Highest Semiprivate Charge 
                                           for the area of the Hospi-
                                           tal in which the patient is 
                                           confined, except that no 
                                           maximum applies if it is 
                                           determined by the Trustees 
                                           that, and only for the 
                                           period of time that, it is 
                                           medically necessary that 
                                           the Covered Individual 
                                           be isolated from other 
                                           patients because of Illness 
                                           that is highly contagious 
                                           or because the patient's 
                                           immunodefense system has 
                                           been so compromised that he 
                                           or she must be protected 
                                           from all bacteria

        Ward or Semiprivate accommodation..No Maximum Applies

        Intensive Care accommodation.......No Maximum Applies

    B)  Special inpatient charges made by a Hospital, in its own be-
        half, for medical care, services and supplies rendered or used 
        during a period of confinement for which a charge as described 
        in A) above is made, except i) those included in A) above, ii) 

                                 38

<PAGE>   75

        special nursing care and iii) professional services;

    C)  Charges made by a Hospital or an Ambulatory Surgical Center, 
        in its own behalf, for medical care, services and supplies 
        rendered or used on an outpatient basis, except charges for 
        professional services;  

    D)  Charges made by a Physician for surgical care and charges made 
        by a Physician or Certified Registered Nurse Anesthetist for 
        the administration of anesthesia (including anesthesia sup-
        plies) not included in B) and C) above;

    E)  Psychiatric service charges of a Physician for nervous or 
        mental conditions.  Covered Expenses for psychiatric service 
        charges incurred while confined as an inpatient in a Hospital 
        are limited to charges for one (1) treatment per day.  Covered 
        Expenses for psychiatric service charges incurred while not so 
        confined will be limited to charges for one treatment in any 
        period of seven (7) consecutive days;

    F)  Professional service charges for medical care and services not 
        included in B), C), D), and E) above, made by a Physician or 
        by a laboratory for diagnostic laboratory and X-ray examina-
        tions;

    G)  Nursing charges by a registered nurse (R.N.) in his own behalf 
        for services in or out of the hospital, or physical therapy by 
        a physical therapist or occupational therapist in his own 
        behalf, not included in B), C), and D) above, other than a 
        registered nurse (R.N.), physical therapist or occupational 
        therapist who has the same legal residence as the Covered 
        Individual or is a Close Relative of the Covered Individual;

    H)  Transportation charges not included in B) and C) above for:

        1)  transportation of a Covered Individual by a licensed ambu-

                                 39

<PAGE>   76

            lance (surface or air) to and/or from a Hospital, provided 
            the trip does not exceed one hundred (100) miles each way;

        2)  transportation of a Covered Individual within the United 
            States and Canada by a railroad or by a regularly sche-
            duled flight of a commercial aircraft from the place at 
            which the Covered Individual becomes disabled by an Injury 
            or Illness to and back from the nearest Hospital equipped 
            to furnish special treatment incident to such disability;

    I)  Medical equipment charges for orthopedic or prosthetic ap-
        pliances and hospital-type equipment by any person or institu-
        tion other than those included in B) and C) above for:

        1)  artificial limbs or eyes for the initial replacement of 
            natural limbs or eyes; casts, splints or crutches;

        2)  purchase of the initial truss, brace or support as a 
            direct result of an Injury sustained or Illness contracted 
            while covered under the Plan or for a disabling congenital 
            condition;

        3)  oxygen and the rental of equipment for the administration 
            thereof;

        4)  rental of a wheelchair or hospital-type bed;

        5)  rental of an iron lung or other mechanical equipment re-
            quired for the treatment of a respiratory paralysis;

        6)  rental of other Durable Medical Equipment up to a maximum 
            of $1,000 per item.  The Plan will cover the purchase of 
            equipment when, in the Trustees' opinion, it is less 
            costly than rental based on the expected duration of use;

    J)  Charges for drugs which can be obtained only with the written 
        prescription of a Physician and are required to be dispensed 
        by a licensed pharmacist (including oral or injectable con-
        traceptives prescribed for Participants and their spouses); 
        charges for insulin and needles and syringes for its admini-

                                 40

<PAGE>   77

        stration; charges for Norplant contraceptive implants pre-
        scribed for Participants and their spouses; and charges for 
        supplies to test blood and urine sugar levels; other than 
        those included in B), C), and D) above;

    K)  Convalescent Nursing Home charges for daily room and board and 
        general nursing services made by a convalescent nursing home 
        for each day of Covered Convalescent Nursing Home confinement, 
        except that no more than sixty (60) days of Convalescent 
        Nursing Home Services incurred in any one (1) calendar year 
        will be included as Covered Expenses under the Plan.

    L)  Home Health Care charges made by a Hospital or by a Home 
        Health Agency for medical care rendered after or in lieu of 
        confinement in a hospital or convalescent nursing home, sub-
        ject to the following:

        1)  A Physician must certify no less frequently then every 
            three (3) months that a) medical care described in 3) 
            below is necessary in connection with treatment of the 
            patient's Illness or Injury, b) the patient is totally 
            disabled and c) in the absence of Home Health Care, the 
            patient would be confined in a Hospital or a Convalescent 
            Nursing Home.

        2)  The medical care must not be custodial in nature.

        3)  The medical care must consist of care by a registered 
            professional nurse (R.N.),  a licensed practical nurse 
            (L.P.N.), a home health aide, an occupational therapist, 
            a physical therapist or a licensed respiratory therapist; 
            provided the nurse, aide or therapist does not have the 
            same legal residence as, and is not a Close Relative of, 
            the Covered Individual and further provided that services 
            of a licensed respiratory therapist are limited to three 
            (3) visits to train the patient's caretaker following dis-
            charge from a Hospital.

    M)  Charges for treatment of alcoholism, chemical dependency or 

                                 41

<PAGE>   78

        drug addiction, but not tobacco dependency, by a Nonresiden-
        tial Treatment Program or a Residential Treatment Program.

    N)  Charges by a Hospice for the following services and supplies 
        to the extent the patient's Physician certifies that the 
        patient is expected to live for less than six (6) months.

        1)  Home health care services of the type covered under Para-
            graph L above, but not limited to one hundred (100) visits 
            per twelve (12) months.

        2)  Palliative care.

        3)  Nutrition services.

        4)  Counseling and social support services by a Licensed 
            Clinical Social Worker.

    O)  Charges for services rendered by a chiropractor practicing 
        within the scope of his profession.  Covered Expense for 
        chiropractic services is limited to $500 for each Covered 
        Individual each calendar year.

    P)  Charges for routine mammography examinations performed while 
        the Covered Individual is not a Hospital inpatient, subject 
        to the following frequency limits.

        One baseline mammogram during the five (5) year period begin-
        ning on January 1 of the calendar year in which the Covered 
        Individual attains age 35.

        One mammogram during each calendar year beginning with the 
        calendar year during which the Covered Individual attains 
        age 40.

        The foregoing frequency limits are not applicable a) to per-
        sons with a family history of breast cancer or b) to mammo-

                                 42

<PAGE>   79

        grams recommended by a Physician following a prior mammogram 
        which showed tissue changes.

    Q)  Charges for one (1) routine pap smear each calendar year 
        performed while the Covered Individual is not a Hospital 
        inpatient and one (1) Physician's office visit associated with 
        each such pap smear.

    R)  Even though not medically necessary in connection with the 
        treatment of an Illness, charges made by a Hospital or a Phy-
        sician for voluntary sterilization of a Participant or the 
        spouse of a Participant.

    S)  Charges for blood or blood plasma and its administration, in-
        cluding charges for directed or autologous blood donation.

    T)  Charges for routine Prostate Specific Antigen (PSA) tests and 
        routine digital prostate examinations performed while the 
        Covered Individual is not a Hospital inpatient and Physicians' 
        office visits associated with such tests and examinations; 
        such tests and examinations are covered only with respect to 
        Covered Individuals who have attained age 40 and are subject 
        to a limit of one such test and examination per calendar year.

    U)  Organ Transplant Expenses incurred in conjunction with the 
        transplant of a human organ or tissue in accordance with the 
        rules described in the table below.  The Plan will not pay 
        more than $150,000 for Organ Transplant Expenses incurred in 
        conjunction with any one transplant.  Also, the combined Organ 
        Transplant Expenses payable for an initial transplant and any 
        subsequent transplantation of the same organ are subject to a 
        single $150,000 lifetime maximum.

                                 43

<PAGE>   70

                     SITUATION                      COVERAGE

        1. The recipient is a Covered In-   The recipient's Expenses,
           dividual under the Plan and      including the charge for
           receives the organ from a        the organ, are covered.
           cadaver

        2. The recipient is a Covered       The recipient's Expenses,
           Individual under the Plan        including the charge for
           and receives the organ from      the organ, are covered.
           a bank.

        3. The recipient and the donor      The Expenses of both 
           are Covered Individuals under    are covered as two sepa-
           the Plan.                        rate claims with separate 
                                            deductibles and co-pay-
                                            ments.

        4. The recipient is a Covered       The Expenses of both are
           Individual under the Plan and    covered as two separate
           the donor's expenses are not     claims with separate de-
           covered under any other plan.    ductibles and co-payments.

        5. The recipient is a Covered       Only the recipient's Ex-
           Individual under the Plan        penses are covered.
           and the donor's expenses are
           covered under another plan.

        6. The donor is a Covered           The Expenses of neither
           Individual under the Plan        are covered.
           but the recipient is not.

        Organ Transplant Expenses Include:  pre-transplant testing 
        and consultation; all services and supplies incurred for the 
        transplant procedure; post-operative care in the hospital 
                                 44

<PAGE>   81

        (inpatient or outpatient); extended care in a facility or at 
        home; pharmaceuticals and their administration, including but 
        not limited to high-dose chemotherapy or anti-rejection drugs; 
        durable medical equipment; and to the extent provided above, 
        the donor's expenses.

        Covered Individuals must contact the Administrative Manager 
        before undergoing any organ transplant procedure.  A Covered 
        Individual who does not contact the Administrative Manager 
        runs the risk of discovering after expenses have been incurred 
        that the procedure may not be covered by the Plan.

    V)  Charges for cardiac rehabilitation services, subject to a 
        maximum lifetime benefit of $1,500 per Covered Individual.

    W)  Charges for the following services and supplies for smoking 
        cessation, up to a lifetime maximum of $200 per Covered Indi-
        vidual.

        -   Group or individual counseling provided by medical profes-
            sionals;
        -   Hypnotherapy provided by a licensed hypnotherapist;
        -   Pharmaceutical aids, including prescription antidepres-
            sants (Zyban and Wellbutrin), nicotine patches (Nicoderm 
            CQ or Nicotrol), nicotine gum (Nicorette) and nicotine 
            nasal sprays.

    MEDICAL DEDUCTIBLE

    The Medical Deductible is applicable each calendar year to the 
    Covered Expenses incurred by each Covered Individual and is con-
    sidered to be satisfied as soon as Covered Expenses are incurred
    by the Covered Individual in an amount equal to: 

    a.  In the case of i) services rendered by a Preferred Provider; 
        ii) radiology, pathology, anesthesiology and ambulance ser-
        vices rendered by a service provider who is not a Preferred 
        Provider during an inpatient or outpatient confinement at a 
        Hospital which is a Preferred Provider, which confinement is 

                                 45

<PAGE>   82

        prescribed by a Physician who is a Preferred Provider; and 
        iii) prescription drugs, an amount equal to $100.

    b.  In the case of services other than those described in a) 
        above, an amount equal to $200.

    Charges applied to the $100 deductible under paragraph a) above 
    count toward the $200 deductible required under paragraph b) 
    above, and charges applied to the $200 deductible under paragraph 
    b) above count toward the $100 deductible required under paragraph 
    a) above.

    1)  Covered Expenses incurred during the last three (3) months 
        of one calendar year for which Medical benefits were not 
        payable solely because of being included in the Medical 
        Deductible may be used toward satisfying the Medical De-
        ductible in the next calendar year.

    2)  If during any one calendar year the total amount of Covered 
        Expenses incurred by Covered Individuals of any one family 
        unit, consisting of the Participant and his dependents covered 
        under the Plan, which are subject to the Medical Deductible 
        equals:

        a.  In the case of i) services rendered by a Preferred Pro-
            vider; ii) radiology, pathology, anesthesiology and 
            ambulance services rendered by a service provider who 
            is not a Preferred Provider during an inpatient or out-
            patient confinement at a Hospital which is a Preferred 
            Provider, which confinement is prescribed by a Physician 
            who is a Preferred Provider; and iii) prescription drugs, 
            an amount equal to $300.

        b.  In the case of services other than those described in 
            a) above, an amount equal to $600.

                                 46

<PAGE>   83

        Charges applied to the $300 deductible under paragraph a) 
        above count toward the $600 deductible required under para-
        graph b) above, and charges applied to the $600 deductible 
        under paragraph b) above count toward the $300 deductible 
        required under paragraph a) above, then each Covered Indi-
        vidual in such family unit who has not previously satisfied 
        the Medical Deductible for that calendar year shall be auto-
        matically deemed to have satisfied the Medical Deductible 
        for that calendar year on the date the total amount of such 
        Covered Expenses is incurred.

    3)  The Medical Deductible shall not apply to the following 
        Covered Expenses:

        i)  Routine Prostate Specific Antigen (PSA) tests and routine 
            digital prostate examinations performed while the Covered 
            Individual is not a Hospital inpatient and Physicians' 
            office visits associated with such tests and examinations; 

       ii)  Routine pap smears performed while the Covered Individual 
            is not a Hospital inpatient and Physicians' office visits 
            associated with such tests;

      iii)  Routine mammography examinations performed while the 
            Covered Individual is not a Hospital inpatient.

       iv)  Well-baby Hospital charges covered under the High Risk 
            Pregnancy Benefit.

        v)  Second surgical opinions which meet the requirements of 
            the section entitled SECOND SURGICAL OPINION BENEFIT 
            above.

    MAXIMUM AMOUNTS

    The amount of benefits payable in the aggregate for all Covered 
    Expenses incurred while the person is a Covered Individual 
    (whether or not there is any interruption in his coverage under 
    the Plan and whether or not there is any change in the status of 

                                 47

<PAGE>   84

    such person from Participant to dependent and vice versa) shall 
    not exceed:

    a)  with respect to benefits paid prior to March 22, 1995, 
        $250,000 for all Covered Expenses incurred as a result of 
        the same or related cause; if expenses are incurred as a 
        result of different and entirely unrelated causes, separate 
        maximums shall apply;

    b)  with respect to benefits paid on and after March 22, 1995, 
        $1,000,000 for all causes combined;

    subject, in the case of a) and b) above, to the Evidence Rein-
    statement provision.

    The amount of benefits payable for treatment of alcoholism, chemi-
    cal dependency and drug addiction is further limited to a maximum 
    of $50,000 lifetime.

    Coverage for inpatient treatment of nervous or mental conditions 
    is limited to thirty (30) days per calendar year and seventy-five 
    (75) days lifetime (all days, including those prior to January 1, 
    1998, are counted toward the lifetime maximum).

    Refer to the section entitled MEDICAL COVERED CHARGES in this Part 
    C, for the $150,000 Organ Transplant Expense maximum.

    Refer to Paragraph V) of the section entitled COVERED MEDICAL 
    CHARGES in this Part C for the $1,500 cardiac rehabilitation ser-
    vices maximum.

    Refer to Paragraph W) of the section entitled COVERED MEDICAL 
    CHARGES in this Part C for the $200 smoking cessation maximum.

    EVIDENCE REINSTATEMENT

    A Covered Individual whose overall Maximum Amount is currently re-

                                 48

<PAGE>   85

    duced by accrual of at least $1,000 in benefits may submit, at no 
    expense to the Plan, evidence of insurability and request rein-
    statement of his Maximum Amount.  If such evidence is satisfactory 
    to the Trustees, the Trustees will give their written consent to 
    disregarding benefits previously paid in applying the Maximum 
    Amount to benefits payable for Covered Expenses incurred with 
    respect to such individual after the effective date of such 
    written consent.

    EXTENDED MEDICAL EXPENSE BENEFITS ON TERMINATION OF COVERAGE

    If an individual is totally disabled on the date his Medical 
    Expense coverage is terminated, Medical benefits shall be payable 
    subject to the applicable Maximum Amount and other provisions and 
    limitations of the Plan for the Covered Expenses incurred solely 
    as a result of the Injury or Illness causing such disability but 
    in no event beyond the earliest of the following dates:

    1)  six (6) months after the date such termination occurs;

    2)  the date he ceases to be totally disabled from the same Injury 
        or Illness;

    3)  the date he becomes covered under any other group insurance 
        policy or plan (whether insured or uninsured), or under any 
        group basis Blue Cross, Blue Shield or other service or pre-
        payment plan, whereby he is entitled to any benefits under 
        such other plan with respect to the Injury or Illness causing 
        such disability.

    4)  the date he becomes entitled to Medicare;

    5)  the date of termination of the Plan.

    RECOVERY FROM THIRD PARTIES -- SUBROGATION

    1)  In the event of payment to or on behalf of any covered person 
        under this Plan, this Plan shall be subrogated, to the extent 
        of benefits paid under this Plan, to any and all monies paid 
        or payable from any other person or plan to or on behalf of 

                                 49

<PAGE>   86

        the covered person, and shall be subrogated to any and all 
        claims of or on behalf of the covered person against any other 
        person or plan, by reason of the illness or injury which occa-
        sioned the payment of benefits under this Plan ("the Illness 
        or Injury").  This Plan's rights as expressed in the preceding 
        sentence expressly encompass, but are not limited to, monies 
        paid or payable to or on behalf of the covered person by per-
        sons or plans other than the persons (or plans insuring such 
        persons) who are responsible for the Illness or Injury, as 
        well as claims of or on behalf of the covered person against 
        such persons (or plans insuring such persons) responsible for 
        the Illness or Injury.

    2)  For purposes of these Subrogation and Reimbursement provi-
        sions, the term "person or plan" shall include, but is not 
        limited to:  a) any person, insurance company or other entity 
        that is in any way responsible for the Illness or Injury, or 
        is in any way responsible for providing compensation, indemni-
        fication, or benefits for the Illness or Injury; b) any law 
        or policy of insurance or accidental benefit plan providing 
        no-fault, uninsured, underinsured or general group or indivi-
        dual liability coverage; c) any medical reimbursement insur-
        ance whether or not purchased by the covered person submitting 
        the claim, or on whose behalf the claim is submitted; and d) 
        any specific risk accident or health coverage or insurance, 
        including without limitation premises or homeowners medical 
        reimbursement coverage, and student, student-athletic or 
        student-team coverage or insurance.  The term "covered person" 
        means the person to whom or on whose behalf this Plan paid 
        benefits for treatment of the Illness or Injury.  With respect 
        to the Plan's right to subrogation to the covered person's 
        rights of recovery against another person or plan, and when-
        ever else it may be appropriate, the term also means the 
        covered person's heirs, guardians, executors or other repre-
        sentatives.  

    3)  This Plan's rights to subrogation apply whether or not the 
        monies paid or payable from the other person or plan are 
        sufficient to fully compensate the covered person for his loss 

                                 50

<PAGE>   87

        occasioned by the Illness or Injury.  Further, the character-
        ization of any amounts paid or payable to or on behalf of a 
        covered person, whether under a settlement agreement, judg-
        ment, plan as defined herein, or otherwise, shall not affect 
        the priority given this Plan under these provisions with 
        respect to such amounts.

    4)  Notwithstanding any other provision in this Plan to the con-
        trary, but subject to the Plan's coordination of benefits 
        rules and the exception set forth below, this Plan does not 
        pay otherwise covered charges incurred for treatment of any 
        illness or injury which is or, in the opinion of the Trustees, 
        likely to become the subject of a claim by or on behalf of the 
        covered person against any person or plan, whether by civil 
        lawsuit or otherwise.  Benefits may be conditionally covered 
        and paid in this circumstance, solely at the discretion of 
        the Trustees, but in that case the covered person agrees, by 
        accepting such payment (whether made to or on behalf of the 
        covered person) and in consideration of the Plan's conditional 
        payment, to reimburse the Plan, to the extent of the Plan's 
        payment, from any monies paid to or on behalf of the covered 
        person by any other person or plan as compensation for the 
        Illness or Injury. 

    5)  In addition to the foregoing the Trustees may, as a condition 
        of making the payments described in the preceding paragraph, 
        require the covered person or his representative to sign a 
        subrogation agreement reflecting a) the covered person's obli-
        gation to reimburse the Plan, b) assignment to the Plan all 
        rights, claims or causes of action such covered person (or any 
        person or entity acting on his behalf) has against any plan 
        or person to the extent of benefits paid or payable under the 
        Plan, c) authorizing (but not requiring) the Plan to sue, en-
        force, compromise or settle (in such covered person's name or 
        otherwise) all such rights, claims or causes of action, and d) 
        warranting that such covered person (and any person or entity 
        acting on his behalf) has not settled, discharged or released 
        any such right, claim or cause of action against any person or 

                                 51

<PAGE>   88

        plan, and shall not do so.  In such event the agreement shall 
        operate to the same extent as the agreement described in the 
        preceding subsection.  The execution of such a subrogation 
        agreement by or on behalf of the covered person shall not, 
        however, bind the Plan to make the conditional payments des-
        cribed in the preceding paragraph.

    6)  The covered person (and any person or entity acting on his be-
        half) shall hold in trust for the benefit of the Plan a) any 
        amounts recovered to the extent of benefits paid by the Plan 
        and b) all rights of recovery against any person or plan by 
        reason of the Illness or Injury which occasioned the payment 
        of benefits under the Plan and, upon receipt of amounts paid 
        by another person or plan the covered person shall immediately 
        notify the Plan and pay to the Plan all amounts due the Plan. 
        Failure to make such reimbursement shall entitle the Plan to 
        sue the covered person or, as applicable, his heirs, guar-
        dians, executor, or other representative in order to recover 
        the amounts due the Plan under these subrogation and reim-
        bursement provisions, and where in that case the Plan is 
        successful in whole or in part the Plan shall also be entitled 
        to reimbursement from the covered person of all costs of col-
        lection, including reasonable attorneys fees.

    7)  Where this Plan is entitled to reimbursement pursuant to these 
        subrogation provisions and the covered person fails or refuses 
        to provide complete reimbursement, in addition to any other 
        remedies the Plan may have under the plan or otherwise the 
        Plan may terminate coverage of the covered person with respect 
        to pending and future claims, and may set-off the reimburse-
        ment due the Plan against claims, whether related or unrelated 
        to the injury or illness giving rise to this Plan's reimburse-
        ment rights, payable by the Plan to or on behalf of the cov-
        ered person and any covered member of the covered person's 
        family. 

    8)  This Plan shall not be responsible for any costs or expenses, 
        including but not limited to attorneys fees, incurred by or on 
        behalf of a covered person in connection with any recovery 
        from any other person or plan unless this Plan so agrees in 

                                 52

<PAGE>   89

        writing to pay a part of these expenses. 

    9)  Upon written notification to such covered person, the Plan may 
        (but shall not be required to) directly collect any claim the 
        covered person (or any person or entity acting on his behalf) 
        may have against any person or plan relating to the Illness or 
        Injury which occasioned the payment of benefits under the Plan 
        in any manner decided by the Trustees and without such covered 
        person's consent or the consent of any person or entity acting 
        on behalf of such person; any monies so recovered shall first 
        be applied to the Plan's reasonable collection costs and ex-
        penses  (including attorneys' fees), then to payments made 
        under this Plan, with any remaining balance to be paid to or 
        on behalf of the covered person as soon as administratively 
        practicable.

   10)  In any collection effort by the Plan under Paragraph 9 above, 
        or with respect to any claim for reimbursement from the 
        covered person or any person acting on his behalf, the 
        Trustees may agree to recover less than the full amount of 
        reimbursement if the Trustees determine in their discretion 
        that the Plan has made, or caused to be made, such reasonable 
        collection efforts as are appropriate under the circumstances 
        and the terms of such agreement are reasonable under the cir-
        cumstances, based upon the likelihood of collecting such 
        amounts in full or the approximate expenses the Plan would 
        incur in an attempt to collect such amounts.  The Trustees 
        within their sole discretion shall determine which of the 
        Plan's right and remedies is in the Plan's best interests and 
        may take such action against any person or plan as they deter-
        mine to be appropriate under the circumstances, further pro-
        vided that any failure by the Plan, its Trustees or its agents 
        to exercise any right under these subrogation provisions, and 
        the reimbursement and recovery provisions where follow here-
        after, shall not constitute a waiver of such right or affect 
        the parties' rights and obligations hereunder unless expressly 
        agreed thereto in writing by the Trustees.

   11)  A covered person (and anyone acting on behalf of the covered 

                                 53

<PAGE>   90

        person) has a duty to cooperate with this Plan and, at the 
        request of the Trustees or their designee, to take any action, 
        give information and assistance, and execute such documents as 
        are deemed by the Trustees necessary to enforce the Plan's 
        rights under these subrogation provisions and the reimburse-
        ment and recovery provisions which follow hereafter.  The Plan 
        will make no payments to a covered person or on a covered per-
        son's behalf until the Trustees are satisfied that the covered 
        person has complied with the requirements of this subsection. 
        The Trustees or their designee, without the consent of or 
        notice to any person, may release to or obtain from any person 
        any information, with respect to any person, which the Trus-
        tees or their designee deem necessary to implement these 
        provisions. 

   12)  The covered person, or anyone acting on his behalf, shall take 
        no action to prejudice the subrogation or reimbursement rights 
        of this Plan, and shall not settle or compromise any claim 
        against any person or plan, where this Plan is subrogated with 
        respect to monies payable to or on behalf of the covered per-
        son by such person or plan, without the express, written con-
        sent of the Trustees or their designee.  Where the Trustees 
        determine that the covered person, or anyone acting on behalf 
        of the covered person, has in the opinion of the Trustees so 
        prejudiced the Plan's rights, the provisions of Paragraphs 6 
        and 7 above shall apply as though the covered person had re-
        ceived payment of amounts up to the extent of the Plan's 
        subrogation interest.

    REIMBURSEMENT AND RECOVERY

    1)  Whenever this Plan makes payments which, together with the 
        payments the covered person has received or is entitled to 
        receive from any other plan or person,

        a)  exceed the maximum amount necessary to satisfy the intent 
            of this Plan's subrogation and reimbursement rules or the 
            Plan's coordination of benefit provisions; or

                                 54

<PAGE>   91

        b)  exceed, under the terms of the Plan, the benefits properly 
            payable to the person or plan to or for or with respect to 
            whom the payments were made,

        the Trustees shall have the right to recover such payments, to 
        the extent of such excess, from among one or more of the fol-
        lowing, as the Trustees shall determine:  any person to whom 
        or on whose behalf such payments were made, any other covered 
        person who is a member of the family of the person to whom or 
        on whose behalf the Plan made payment, any insurance com-
        panies, or any other organizations.  Alternatively, the Trus-
        tees may set-off the amount of such payments, to the extent 
        of such excess, against any amount owing, at that time or in 
        the future, to one or more of the following, as the Trustees 
        shall determine:  any person to whom or on whose behalf such 
        payments were made,  any other covered person who is a member 
        of the family of the person to whom or on whose behalf the 
        Plan made payment, any insurance companies, or any other 
        organizations.

    2)  For example, but not by way of limitation, if this Plan pays a 
        claim submitted by a covered person or a health care provider 
        who treated the covered person, and the Trustees later deter-
        mine that the claim was for an expense not covered under this 
        Plan, then the Trustees are entitled to recover the payment 
        from the covered person, a covered member of the person's 
        family, or the provider, or to recover part of the payment 
        from the covered person (or a covered member of his family) 
        and part from the provider, or the Trustees may set-off the 
        amount of the payment from amounts the Plan owes in the future 
        to the covered person  (or a covered member of the person's 
        family) or the provider, or both.  This same rule applies if 
        the Plan makes payment to or on behalf of a covered person or 
        a provider of an expense which is a covered expense, but the 
        amount paid exceeds the amount required to be paid under the 
        Plan.

    3)  These reimbursement provisions also apply where this Plan 

                                 55

<PAGE>   92

        makes payment of an allowable expense incurred for treatment 
        of an illness or injury for which another person or plan is or 
        may be liable, and where the Plan's subrogation provisions do 
        not provide the Plan with a right to recover the amounts the 
        Plan pays for treatment of the illness or injury.  If the 
        other person or plan makes payment to the covered person or 
        on the covered person's behalf as compensation for the illness 
        or injury, and this Plan is not subrogated with respect to 
        the payment, this Plan is entitled to reimbursement from the 
        covered person (or the person who received such payment on 
        behalf of the covered person) in an amount equal to the lesser 
        of the benefits paid by this Plan for treatment of the injury 
        or illness, or the amount paid to the covered person or on the 
        covered person's behalf by the other person or its insurer. 
        This provision shall not apply where the other person or its 
        insurer is a medical plan with respect to which this Plan, 
        pursuant to its coordination of benefits provisions, is the 
        primary payer of the covered person's allowable expenses. 
        Paragraphs 6 and 7 of the Plan's subrogation provisions above, 
        regarding the covered person's duty to make reimbursement, 
        and the Plan's rights and remedies if he does not, are incor-
        porated by reference herein.

    4)  In addition, where another person or plan pays compensation to 
        or on behalf of a covered person for an illness or injury, and 
        the covered person incurs (either before or after payment of 
        such compensation) otherwise covered charges for treatment of 
        the illness or injury, a special rule applies.  In that case, 
        such otherwise covered charges which were incurred after the 
        date on which the compensation was paid, or which were in-
        curred prior to such date but not paid by this Plan as of such 
        date, shall be excluded to the extent of the excess (if any) 
        of the compensation paid to or on behalf of the covered person  
        over the covered charges which the Plan has already paid for 
        treatment of the illness or injury.

    5)  This Plan shall not be responsible for any costs or expenses 
        incurred by or on behalf of a covered person in connection 
        with any recovery or reimbursement from any other plan or 
        person unless this Plan agrees in writing to pay a part of 
        those expenses.  The characterization of any amounts paid to 

                                 56

<PAGE>   93

        or on behalf of a covered person, whether under a settlement 
        agreement, judgment, "plan" as defined in Paragraph 2 of the 
        Plan's subrogation provisions above, or otherwise, shall not 
        affect this Plan's right to reimbursement and to characterize 
        otherwise covered charges as excludable charges pursuant to 
        the provisions of these reimbursement and recovery provisions. 

    CONDITIONAL PAYMENTS IN CASE OF WRONGFUL DEATH

    1)  Where a covered person dies as a result of the Injury or Ill-
        ness, and another covered person, in the judgment of the 
        Trustees, has as a result of such death a cause of action for 
        the deceased person's wrongful death, the otherwise covered 
        expenses incurred by or on behalf of the deceased person prior 
        to his death shall not be considered covered expenses under 
        this Plan. However, such expenses may nevertheless be treated 
        as conditionally covered expenses and be paid in this circum-
        stance, solely at the discretion of the Trustees, but in that 
        case the covered person with the cause of action agrees, in 
        consideration of the Plan's payment of such expenses, to reim-
        burse the Plan, to the extent of the Plan's payment, from any 
        monies paid to such covered person by any other person or plan 
        as compensation for the deceased person's death.  Failure to 
        make such reimbursement shall entitle the Plan to sue the 
        covered person or, as applicable, his heirs, guardians, execu-
        tor, or other representative in order to recover the amounts 
        due the Plan under this provision, and where in that case the 
        Plan is successful in whole or in part the Plan shall also be 
        entitled to reimbursement from the covered person of all costs 
        of collection, including reasonable attorneys fees.

    2)  In addition to the foregoing the Trustees may, as a condition 
        of making the conditional payments described in the preceding 
        paragraph, require the covered person with the cause of action 
        to sign a subrogation or reimbursement agreement reflecting 
        the covered person's obligation to reimburse the Plan, and in 

                                 57

<PAGE>   94

        such event the agreement shall operate to the same extent as 
        the agreement described in the preceding subsection.  The exe-
        cution of such a subrogation agreement by such covered person 
        shall not, however, bind the Plan to make the conditional pay-
        ments described in the preceding paragraph.

    3)  Where this Plan makes the conditional payments described above 
        and the covered person with the cause of action elects not to 
        pursue the cause of action, but some other person related to 
        the deceased person pursues the cause of action and recovers 
        monies from the person or plan who is or may be responsible 
        for the deceased person's wrongful death, this Plan is never-
        theless entitled to reimbursement from the covered person. 
        If the covered person fails or refuses to provide complete 
        reimbursement, in addition to any other remedies the Plan 
        may have, under the Plan or otherwise, the Plan may terminate 
        coverage of the covered person with respect to pending and 
        future claims, or may set-off the reimbursement due the Plan 
        against claims, whether related or unrelated to the injury or 
        illness giving rise to this Plan's reimbursement rights, pay-
        able by the Plan to or on behalf of the covered person and any 
        covered member of the covered person's family, or the Plan may 
        do both of these things.

    DETERMINATION OF BENEFITS UNDER SUBROGATION AND 
    REIMBURSEMENT PROVISIONS

    The amount of benefits, if any, payable under the Plan pursuant to 
    the preceding provisions concerning subrogation and reimbursement 
    shall be determined in accordance with the provisions of paragraph 
    1) and 2) of the Section entitled BENEFIT DETERMINATION of the 
    COORDINATION OF BENEFITS AND EXCESS COVERAGE PROVISION of the Plan 
    as if the proceeds of the settlement, judgment or Insurance Policy 
    were benefits payable under another Plan (that is, the sum of the 
    benefits payable under this Plan and the proceeds of the settle-
    ment or judgment shall not exceed the Allowable Expenses incurred 
    by the covered individual during the Benefit Determination 
    Period).

                                 58

<PAGE>   95

    EFFECT OF ELIGIBILITY FOR MEDICARE COVERAGE ON PLAN BENEFITS

    With respect to Covered Individuals who are entitled to coverage 
    under the Federal Medicare Program (hereinafter referred to as 
    "Medicare"), solely due to end-stage renal disease, Medical Care 
    benefits otherwise payable under this Plan after the first thirty 
    (30) months of Medicare entitlement shall be reduced by the amount 
    of benefits the Covered Individual receives (or would be eligible 
    to receive were proper claim made therefor) from Medicare.  Such 
    Covered Individual shall be deemed eligible for coverage under 
    Medicare if he could have enrolled but failed to do so for any 
    reason  (except that a Covered Individual who is eligible for 
    Medicare Part A only through "voluntary enrollment" requiring 
    payment of a premium shall not be deemed eligible for coverage 
    under Medicare unless he actually enrolls).  For purposes of this 
    provision, all benefits payable under Medicare shall be taken into 
    account whether or not claim has been duly made therefor.  The 
    Plan shall reimburse such Covered Individuals for the cost of 
    Medicare coverage upon receipt of written request.

    The provisions of the preceding paragraph shall not apply to Re-
    tired Employees and Eligible Dependents of Retired Employees. 
    Their Medical Care benefits terminate upon entitlement to Medi-
    care.

    If other Covered Individuals who are entitled to Medicare elect to 
    continue to be covered under this Plan for Medical Care Benefits, 
    their benefits shall be determined as if they were not covered by 
    Medicare.  The Plan shall not reimburse such Participants for the 
    cost of Medicare coverage.

    COORDINATION OF BENEFITS AND EXCESS COVERAGE PROVISION

    If any person covered under this Plan is also covered under any 
    other plan (as defined below) and is entitled to benefits or ser-
    vices as to medical care, services or supplies for which benefits 
    are payable under this Plan, the benefits otherwise payable under 
    this Plan shall be adjusted to the extent hereinafter provided if 
    required by the terms of this provision so as to consider the 
    benefits or services under such other plan.

                                 59

<PAGE>   96

    DEFINITIONS

    As used in this Coordination of Benefits and Excess Coverage pro-
    vision, the following terms, whether or not capitalized, shall 
    have the meanings indicated:

    1)  "Plan" means any plan providing benefits for or by reason of 
        medical care or treatment for which benefits or services are 
        paid, payable or furnished by any of the types of coverage, 
        plans or programs listed below or any other group or blanket 
        type contracts or plans as are not available to the general 
        public and under which benefits for an individual and his de-
        pendents can be obtained and maintained only because of the 
        covered person's membership in or connection with a particular 
        organization or group, except as otherwise provided in the 
        next to last sentence of this item 1):

        a)  any group or blanket insurance plan, or any other plan 
            covering individuals or members as a group,

        b)  any self-insured or non-insured, or any other plan, ar-
            ranged through any employer, trustee, union, employer 
            organization, or employee benefit organization,

        c)  any hospital service prepayment plan, medical service pre-
            payment plan, group practice, health maintenance organi-
            zation and any other prepayment coverage,

        d)  any coverage under governmental programs (except Medi-
            care), or any coverage required or provided by any 
            statute.

        In addition, the definition of "plan" shall include group 
        automobile insurance coverage and individual or family sub-
        scriber policies or contracts issued under a group or blanket 
        type plan, but shall not include 1) hospital indemnity type 
        contracts, or 2) types of plans covering students for accident 
        benefits only.  The term "plan" shall be construed separately 
        with respect to each policy, contract or other arrangement for 
        benefits or services and separately with respect to that por-

                                 60

<PAGE>   97

        tion of any such policy, contract, or other arrangement which 
        reserves the right to take the benefits or services of other 
        plans into consideration in determining the benefits there-
        under and that portion which does not.

    2)  "Allowable Expense" means any necessary, reasonable, and cus-
        tomary item of medical expense which is covered under this 
        plan.

    3)  "Benefit Determination Period" means a period from January 1 
        of each year to December 31 of the same year, both dates 
        inclusive.

    BENEFIT DETERMINATION

    The benefits payable under this Plan shall be subject to the fol-
    lowing:

    1)  This Coordination of Benefits and Excess Coverage provision 
        shall apply in determining the benefits as to a person covered 
        under this Plan for any Benefit Determination Period if the 
        sum of

        a)  the benefits that would otherwise be payable under this 
            Plan in the absence of this provision, and

        b)  the benefits that would otherwise be payable under all 
            other plans in the absence therein of provisions of simi-
            lar purpose to this provision,

        exceed the Allowable Expenses incurred by or on behalf of such 
        person during such period.

    2)  As to any Benefit Determination Period with respect to which 
        this provision is applicable, the benefits that would other-
        wise be payable under this Plan in the absence of this pro-
        vision for the Allowable Expenses incurred by or on behalf of 
        such person during such Benefit Determination Period shall be 
        reduced, except as provided in item 3) below, to the extent 
        necessary so that the sum of such reduced benefits and all the 

                                 61

<PAGE>   98

        benefits paid for, payable or furnished in connection with 
        such Allowable Expenses under all other plans shall not ex-
        ceed the total of such Allowable Expenses.  For the purposes 
        of this provision, all benefits payable or furnished under 
        another plan shall be taken into account whether or not claim 
        has been duly made therefor.

    3)  If coverage under another plan is involved, as provided in 
        item 2) above, and

        a)  such plan contains a provision coordinating the benefits 
            thereunder with those of this Plan and according to its 
            terms and conditions, benefits thereunder would not be 
            determined until after the benefits of this Plan have been 
            determined, and

        b)  the terms and conditions set forth in item 4) below would 
            require benefits under this Plan to be determined before 
            benefits are determined under such other plan,

        then the benefits otherwise provided under such other plan 
        will not be taken into account for the purposes of determin-
        ing the benefits under this Plan.

    4)  For the purposes of item 3) above, the basis for establishing 
        the order of benefit determination shall be as follows:

        a)  the benefits of the plan which covers the person on whom 
            claim is based other than as a dependent shall be deter-
            mined before the benefits of a plan which covers such 
            person as a dependent;

        b)  except for cases of a person for whom claim is made as a 
            dependent child whose parents are separated or divorced, 
            the benefits of a plan which covers the person on whom 
            claim is based as a dependent of a person whose date of 
            birth, excluding year of birth, occurs earlier in a 
            calendar year shall be determined before the benefits of 

                                 62

<PAGE>   99

            a plan which covers such person as a dependent of a person 
            whose date of birth, excluding year of birth, occurs later 
            in a calendar year;

        c)  in the case of a person for whom claim is made as a depen-
            dent child whose parents are separated or divorced;

            i)  if the parent with custody of the child has not re-
                married, the benefits of a plan which covers the child 
                as a dependent of the parent with custody of the child 
                will be determined before the benefits of a plan which 
                covers the child as a dependent of the parent without 
                custody;

           ii)  if the parent with custody has remarried, the benefits 
                of a plan which covers the child as a dependent of the 
                parent with custody shall be determined before the 
                benefits of a plan which covers that child as a depen-
                dent of the stepparent, and the benefits of a plan 
                which covers that child as a dependent of the step-
                parent will be determined before the benefits of a 
                plan which covers that child as a dependent of the 
                parent without custody;

            notwithstanding i) and ii) above, if there is a court 
            decree which would otherwise establish financial respon-
            sibility for the medical, dental or other health care 
            expenses with respect to the child, the benefits of a 
            plan which covers the child as a dependent of the parent 
            with such financial responsibility shall be determined 
            before the benefits of any other plan which covers the 
            child as a dependent;

        d)  when rules a), b) and c) do not establish an order of 
            benefit determination, the benefits of a plan which has 
            covered the person on whom claim is based for the longer 
            period of time shall be determined before the benefits 
            of a plan which has covered such person for the shorter 

                                 63

<PAGE>   100

            period of time, provided, however, that the benefits of 
            the plan which covers the person on whose expenses claim 
            is based as a terminated, laid-off or retired employee, 
            a dependent of such a person or a former dependent of a 
            current or former employee shall be determined after the 
            benefits of any other plan covering such person other than 
            as a terminated, laid-off or retired employee, a dependent 
            of such a person or a former dependent of a current or 
            former employee.

    5)  When this provision operates to reduce the total amount of 
        benefits otherwise payable with respect to a person covered 
        under this Plan during any Benefit Determination Period, each 
        benefit that would otherwise be payable in the absence of this 
        provision shall be reduced proportionately and such reduced 
        amount shall be charged against any applicable benefit limit 
        of this Plan.

    COORDINATION WITH MEDICAID

    Eligibility for coverage under this Plan shall not be affected by 
    the fact that a person is eligible for or is provided medical 
    assistance under Medicaid, that is, a State plan for medical 
    assistance approved under Title XIX of the Social Security Act. 
    In addition, this Plan's coordination of benefits provision will 
    not apply to benefits a person is entitled to receive under Medi-
    caid.

    EXCESS COVERAGE

    If one or more of the other plans involved (as defined in this 
    Coordination of Benefits and Excess Coverage provision) provides 
    benefits on an Excess Insurance or Excess Coverage basis, items 3) 
    and 4) of the BENEFIT DETERMINATION provisions shall not apply to 
    such plan(s) and this Plan will pay as excess coverage.

    INFORMATION RIGHTS

    For the purposes of determining the applicability and implementa-
    tion of the terms of this provision of this Plan or any provision 
    of similar purpose of any other plan, the Trustees may, without 
    the consent of or notice to any person, release to or obtain from 

                                 64

<PAGE>   101

    any insurance company or other organization or person any informa-
    tion which the Trustees deem to be necessary for such purposes.  
    Any person claiming benefits under this Plan shall as a condition 
    precedent thereto furnish to the Trustees such information as may 
    be necessary to implement this provision.

    PAYMENT ADJUSTMENTS

    Whenever payments which should have been made under this Plan in 
    accordance with this provision have been made under any other 
    plan, the Trustees shall have the right, exercisable alone and in 
    their sole discretion, to pay over to any organization making such 
    other payments any amounts they shall determine to be warranted in 
    order to satisfy the intent of this provision, and amounts so paid 
    shall be deemed to be benefits paid under this Plan and, to the 
    extent of such payments, the Trustees shall be fully discharged 
    from liability under this Plan.

    RECOVERY RIGHT

    Whenever payments have been made by the Trustees with respect to 
    Allowable Expense in a total amount, at any time, in excess of the 
    maximum amount of payment necessary at the time to satisfy the 
    intent of this provision, the Trustees shall have the right to 
    recover such payments, to the extent of such excess, from among 
    one or more of the following, as the Trustees shall determine: any 
    persons to whom, for whom, or with respect to whom such payments 
    were made, any insurance companies, and any other organizations.

    MEDICAL LIMITATIONS AND EXCLUSIONS

    Benefits shall not be payable under the Medical Care Coverage pro-
    vided by the Plan for or in connection with:

    1)  Pregnancy and related complications of a dependent other than 
        the spouse of a Participant; oral or injectable contraceptives 

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<PAGE>   102

        and Norplant contraceptive implants prescribed for a dependent 
        other than the spouse of a Participant;

    2)  Medical care, services and supplies for which no charge is 
        made or for which the Covered Individual is not, in the ab-
        sence of this coverage, legally obligated to pay;

    3)  Medical care, services and supplies which are furnished by a 
        Hospital or facility operated by or at the direction of the 
        United States Government or any authorized agency thereof, or 
        furnished at the expense of such Government or agency, or by 
        a Physician employed by such a Hospital or facility, unless 
        i) the treatment is of an emergency nature and the Covered 
        Individual is not entitled to such treatment without charge by 
        reason of his status as a veteran or otherwise or ii) payment 
        is required by law; in no event, however, shall the Plan be 
        required to provide greater benefits for care furnished by a 
        Government Hospital or facility than it would provide for com-
        parable care at another Hospital or facility.

    4)  Medical care, services or supplies to the extent that they 
        are paid for, payable or furnished a) pursuant to any plan 
        or program administered by a National Government or agency 
        thereof or with funds received from taxation or contributions 
        collected pursuant to legislation by a National Government, 
        or b) pursuant to any State Cash Illness law or laws of a 
        similar character, including any group insurance policy or 
        self-insured fund approved under such law;

     5)  Eye refractions, eye glasses (including contact lenses) or 
        the fitting of eye glasses, except that this limitation shall 
        not apply to the initial lens replacement following cataract 
        surgery; surgery to correct refractive error; surgery to cor-
        rect refractive error;

    6)  Hearing aids or the fitting of hearing aids;

                                 66

<PAGE>   103

    7)  Blood or blood plasma for which the Hospital or other supplier 
        makes a refund or allowance to or on behalf of the Covered In-
        dividual either as a result of the operation of a group blood 
        bank or otherwise, but only to the extent of the refund or 
        allowance;

    8)  Cosmetic surgery or other medical care for cosmetic purposes, 
        except for a) medical care and treatment for Injuries sus-
        tained in an accident, b) medical care and treatment for the 
        correction of an abnormal congenital condition and c) recon-
        structive surgery to correct a defect caused by prior surgery 
        performed for treatment of an Illness;

    9)  Illness covered by Workers' Compensation law, occupational 
        disease law, or laws of a similar character; or Injury arising 
        out of or in the course of any occupation or employment for 
        compensation, profit or gain;

   10)  In the case of a newborn child, Hospital room and board or 
        nursery charges, Physician charges for routine care, or 
        charges for circumcision, incurred by or on behalf of such 
        child, unless such charges are a) for treatment of Injury or 
        Illness, premature birth or congenital abnormalities or b) are 
        covered under the section entitled HIGH RISK PREGNANCY BENEFIT 
        above;

   11)  An Injury or Illness for which any medical advice, diagnosis, 
        care or treatment was received within the three (3) month 
        period immediately prior to the Covered Individual's Enroll-
        ment Date until the earliest of a) the end of a period of 
        three (3) consecutive months ending after the Covered Indivi-
        dual's Enrollment Date during which the Covered Individual has 
        not received for or in connection with such Injury or Illness 
        any medical, surgical, hospital or nursing service or treat-
        ment of any kind or any drugs or medicines lawfully obtainable 
        only upon prescription of a Physician or b) in the case of a 
        Participant, a period of six  (6) consecutive months during 
        which the Participant has been continuously covered under the 

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<PAGE>   104

        Plan and continuously at Active Work on a Full-Time Basis or 
        c) the end of the period of twelve  (12) consecutive months 
        following the Covered Individual's Enrollment Date; provided, 
        however, that this twelve (12) consecutive month period shall 
        be reduced by the Covered Individual's aggregate periods of 
        Prior Creditable Coverage;

        (This Paragraph 11) shall not apply a) to restrict a Covered 
        Individual's coverage under the Plan if coverage was termi-
        nated during a period of FMLA Leave and then reinstated after 
        the conclusion of the FMLA Leave, to the extent the require-
        ments of this Paragraph 11) were satisfied by the Covered 
        Individual immediately before the FMLA Leave began; b) to a 
        Covered Individual whose coverage is terminated and who again 
        becomes covered within one year of the date of termination 
        or whose coverage is terminated due to the Participant being 
        unable to perform his regular work by reason of Injury or 
        bodily or mental infirmity provided he remains continuously so 
        unable to perform this regular work from the time coverage was 
        terminated until the time he resumes Active Work on a Full-
        Time Basis, to the extent the requirements of this Paragraph 
        11) were previously satisfied by the Covered Individual during 
        his previous period of coverage under the Plan; or c) preg-
        nancy, subject to other limits and conditions on pregnancy 
        benefits provided elsewhere in the Plan; further, a newborn or 
        adopted Child (see Paragraph 6 of the section entitled DEFINI-
        TIONS in Article II for a definition of the term "adoption") 
        of a Participant is deemed to have at least twelve (12) months 
        of Prior Creditable Coverage, which will normally permit the 
        Child to avoid the Plan's pre-existing conditions restriction; 
        however, this special rule for Children only applies to a 
        Child who does not become covered under the Plan immediately 
        upon birth or adoption if the Child was enrolled under Prior 
        Creditable Coverage within thirty (30) days after the birth 
        or adoption and ceases to apply after the Child experiences 
        a sixty-three (63) day or longer break in Prior Creditable 
        Coverage.

   12)  Injury or Illness resulting from any act or incident of war, 
        whether declared or undeclared, insurrection or any atomic 
        explosion or other release of nuclear energy (except only when 
        being used solely for medical treatment of an Injury or Ill-

                                 68

<PAGE>   105

        ness), whether in peacetime or in wartime and whether intended 
        or accidental;

   13)  Repair, removal, extraction, replacement and any other treat-
        ment of teeth or nerves connected to teeth, except that this 
        limitation shall not apply to Covered Expenses incurred for 
        the following:  a) removal of impacted or unerupted teeth or 
        tissue or bone impacting such teeth, b) medically necessary 
        care, services and supplies furnished by a hospital or ambu-
        latory surgical center during confinement in connection with 
        dental treatment; c) administration of anesthesia when medi-
        cally necessary in connection with a procedure covered under 
        this Paragraph 13); d) treatment of injuries to natural teeth 
        sustained in an accident, but only to the extent that such 
        treatment commences within six (6) months after the accident 
        and is received within twelve (12) months after the accident; 
        and e) surgical procedures for incision and drainage of alveo-
        lar abscesses, alveolectomy, alveoplasty, apicoectomy, exci-
        sion of cysts and tumors, excision of epulis, torus palatinus 
        and gingivectomy and gingivoplasty;

   14)  Except as otherwise specifically provided elsewhere in the 
        Plan, medical examinations for "checkup" purposes when not 
        incident and necessary to the treatment or diagnosis of an 
        Illness, including but not limited to routine physical exams, 
        school physicals, company physicals, well child care, immuni-
        zations and vaccinations;

   15)  Treatment of exogenous obesity (including weight loss pro-
        grams);

   16)  Treatment of tobacco dependency, except smoking cessation ser-
        vices to the extent covered under Paragraph W) of the section 
        entitled MEDICAL COVERED CHARGES in this Part C.

   17)  Paid by Former Plan.  Medical care, services or supplies for 
        which benefits were paid by the Former Plan.

                                 69

<PAGE>   106

   18)  Incurred While Not Covered.  Any expense that is incurred 
        while an individual is not a Covered Individual, unless a Plan 
        provision specifically provides otherwise.  For this purpose, 
        an expense is incurred at the time the service or supply is 
        actually provided.

   19)  Treatment of alcohol intoxication unless part of an alcoholism 
        treatment program.

   20)  Treatment of conduct or behavioral disorders.  However, such 
        treatment which has been precertified and approved as medi-
        cally necessary by the Plan's Employee Assistance Program is 
        covered, subject to all other plan provisions.

   21)  Exercise programs, except cardiac rehabilitation services to 
        the extent covered under Paragraph V) of the section entitled 
        MEDICAL COVERED CHARGES in this Part C.

   22)  Speech therapy.

   23)  Any experimental or investigative drug, device, medical treat-
        ment or procedure.  A drug, device, medical treatment or pro-
        cedure is experimental or investigative:

        a)  in the case of a drug or device, if it cannot be lawfully 
            marketed without the approval of the U.S. Food and Drug 
            Administration and if such approval has not been given at 
            the time the drug or device is provided to the patient; or

        b)  if the drug, device, medical treatment or procedure, or 
            the patient informed consent document used with any of 
            them, was reviewed and approved by the treating facility's 
            institutional review board or any other body serving a 
            similar function, or if federal law requires such review 
            or approval; or

                                 70

<PAGE>   107

        c)  if the drug, device, medical treatment or procedure is the 
            subject of an ongoing Phase I or Phase II clinical trial, 
            is the research, experimental, study or investigational 
            arm of ongoing Phase III clinical trials, or is otherwise 
            under study to determine its maximum tolerated dose, its 
            toxicity, its safety, its efficacy or how any of these 
            factors compares with standard means of treatment or 
            diagnosis; or

        d)  in the case of a drug or device, if it is prescribed or 
            used "off label," i.e., dispensed for a use for which it 
            is not approved by the U.S. Food and Drug Administration; 
            or

        e)  if panelists participating in an evaluation under the 
            American Medical Association's Diagnostic and Therapeutic 
            Technology Assessment Program support a consensus that the 
            safety or effectiveness of a drug, device, medical treat-
            ment or procedure is "doubtful" or "unacceptable" or "in-
            appropriate"; or

        f)  if the drug, device, medical treatment or procedure is 
            considered by the U.S. Department of Health and Human 
            Services Health Care Financing Administration to be inves-
            tigational, not reasonable and necessary, not primarily 
            medical in nature or not verified as effective by scien-
            tific controlled studies.

        The Trustees may, from time to time, retain a medical consul-
        tant, who may, in the exercise of his or her judgment, waive 
        the exclusion of a drug, device, medical treatment or proce-
        dure described in subparagraph b) or d) above, or in subpara-
        graph c) above (but may not waive the exclusion of a drug, 
        device, medical treatment or procedure that is the subject of 
        an ongoing Phase I clinical trial).

   24)  Intentionally self-inflicted injury.

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<PAGE>   108

   25)  Injury or illness resulting from the Covered Individual's com-
        mission of a crime that is a felony in the jurisdiction in 
        which it is committed.  With respect to such a crime, Medical 
        Benefits shall not be payable if there is an investigation 
        or charges pending against the Covered Individual or if the 
        Covered Individual is convicted of the crime.

   26)  Injury or illness resulting from the Covered Individual's 
        being intoxicated due to alcohol consumption or under the 
        influence of any illegal drug.  For purposes of this para-
        graph, "intoxicated" means a substantially impaired mental or 
        physical capacity resulting from the introduction of a sub-
        stance into the body.

   27)  Medication used to treat erectile dysfunction or impotency 
        in excess of six (6) doses in any one month.  This includes 
        all dosage forms of such medication.  Medications for which 
        coverage is limited by this paragraph include, but are not 
        limited to, Viagra, Caverject and Muse.

D.  DENTAL CARE COVERAGE

    Subject to the provisions and limitations of the Plan, the amount 
    of the benefits hereinafter described shall be payable by the Plan 
    in accordance with the Plan's claims procedures for the Covered 
    Dental Expenses incurred by an individual while covered by the 
    Plan or Former Plan.

    DENTAL CARE DEFINITIONS

    As used in these Dental Care coverage provisions, the following 
    terms, whether or not capitalized, shall have the meanings indi-
    cated below.  Words used herein in the masculine gender shall be 
    deemed to include the feminine and vice versa.

    1)  "Covered Dental Expense" means only the expense incurred, 
        or portion of such expense, for the dental care, services or 
        supplies described in the section entitled COVERED DENTAL 
        EXPENSES below which are a) furnished or prescribed by a 

                                 72

<PAGE>   109

        Dentist, b) not excluded from payment of benefits by the 
        DENTAL CARE LIMITATIONS AND EXCLUSIONS provision and c) not 
        in excess of the reasonable, usual and customary charges for 
        the same or similar dental care, services and supplies (in 
        determining whether an expense, or what portion of an expense, 
        is included in part c) of this definition, the Plan shall take 
        into account the fees and prices generally charged for cases 
        of comparable nature and severity at the time and place where 
        such dental care, services and supplies are rendered or re-
        ceived); an expense shall be deemed to be incurred on the date 
        the dental care, service and supply is rendered or received;

    2)  "Dentist" means only a Physician of Dental Surgery (D.D.S.) 
        practicing within the scope of his license.

    3)  "Former Plan" means Paul Mueller Company Employees Group In-
        surance Plan.

    DENTAL EXPENSE BENEFIT

    Dental Care benefits are payable in an amount equal to 100% of the 
    Covered Dental Expenses incurred by a Covered Individual during a 
    calendar year; provided, however, that the amount of benefits pay-
    able in the aggregate for all Covered Dental Expenses incurred by 
    a Covered Individual (whether or not there is any interruption in 
    his coverage under the Plan and whether or not there is any change 
    in the status of such person from Participant to Dependent and 
    vice versa) during a calendar year shall not exceed $500.  A sepa-
    rate $500 Maximum Amount is applicable to each Covered Individual 
    each calendar year.

    COVERED DENTAL EXPENSES

    A)  Routine oral examinations and prophylaxis, including cleaning, 
        scaling and polishing, twice in any calendar year;

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<PAGE>   110

    B)  Topical application of fluoride to children under age nineteen 
        (19), twice in any calendar year;

    C)  Bitewing x-rays, twice in any calendar year;

    D)  Full mouth x-rays, once in any thirty-six (36) month period, 
        or more frequently if required in connection with the diagno-
        sis of specific conditions.

    DENTAL LIMITATIONS AND EXCLUSIONS

    Benefits shall not be payable under the Dental Care coverage pro-
    vided by the Plan for or in connection with:

    1)  Services or supplies not reasonably necessary for the preven-
        tive dental care of the Covered Individual;

    2)  Services or supplies not furnished by a Dentist except x-rays 
        ordered by a Dentist and services of a Licensed Dental Hygien-
        ist under the Dentist's supervision;

    3)  Services or supplies furnished or reimbursed by any government 
        or government program or law, unless payment is legally re-
        quired;

    4)  Services or supplies due to occupational injuries or diseases, 
        to the extent covered by Workers' Compensation or similar 
        legislation;

    5)  Failure to keep a scheduled visit with the Dentist;

    6)  Services or supplies which do not meet accepted standards of 
        dental practice, including those which are experimental in 
        nature;

    7)  Services or supplies due to war or act of war, declared or 
        undeclared;

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<PAGE>   111

    8)  Restorations or appliances;

    9)  Endodontics, periodontics (except periodontal scaling) or oral 
        surgery;

   10)  Crowns, inlays, onlays, bridgework or dentures;

   11)  Orthodontics;

   12)  Completion of insurance forms;

   13)  Paid by Former Plan.  Services or supplies for which benefits 
        were paid by the Former Plan.

   14)  Incurred While Not Covered.  Any expense that is incurred 
        while an individual is not a Covered Individual, unless a Plan 
        provision specifically provides otherwise.  For this purpose, 
        an expense is incurred at the time the service or supply is 
        actually provided.

    COORDINATION OF BENEFITS AND EXCESS COVERAGE PROVISION

    If any person covered under this Plan is also covered under any 
    other plan (as defined below) and is entitled to benefits or ser-
    vices as to dental care, services or supplies for which benefits 
    are payable under this Plan, the benefits otherwise payable under 
    this Plan shall be adjusted to the extent hereinafter provided 
    if required by the terms of this provision so as to consider the 
    benefits or services under such other plan.

    DEFINITIONS

    As used in this Coordination of Benefits and Excess Coverage pro-
    vision, the following terms, whether or not capitalized, shall 
    have the meanings indicated:

    1)  "Plan" means any plan providing benefits for or by reason of 

                                 75

<PAGE>   112

        dental care or treatment for which benefits or services are 
        paid, payable or furnished by any of the types of coverage, 
        plans or programs listed below or any other group or blanket 
        type contracts or plans as are not available to the general 
        public and under which benefits for an individual and his 
        dependents can be obtained and maintained only because of the 
        covered person's membership in or connection with a particular 
        organization or group, except as otherwise provided in the 
        next to last sentence of this item 1):

        a)  any group or blanket insurance plan, or any other plan 
            covering individual or members as a group,

        b)  any self-insured or non-insured, or any other plan, ar-
            ranged through any employer, trustee, union, employer 
            organization, or employee benefit organization,

        c)  any hospital service prepayment plan, medical service pre-
            payment plan, group practice, health maintenance organiza-
            tion and any other prepayment coverage,

        d)  any coverage under governmental programs (except Medi-
            care), or any coverage required or provided by any 
            statute.

        In addition, the definition of "plan" shall include group 
        automobile insurance coverage and individual or family sub-
        scriber policies or contracts issued under a group or blanket 
        type plan, but shall not include 1) hospital indemnity type 
        contracts, or 2) types of plans covering students for accident 
        benefits only.  The term "plan" shall be construed separately 
        with respect to each policy, contract or other arrangement for 
        benefits or services and separately with respect to that por-
        tion of any such policy, contract, or other arrangement which 
        reserves the right to take the benefits or services of other 
        plans into consideration in determining the benefits there-
        under and that portion which does not.

    2)  "Allowable Expense" means any necessary, reasonable, and cus-
        tomary item of dental expense which is covered under this 
        Plan.

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<PAGE>   113

    3)  "Benefit Determination Period" means a period from January 1 
        of each year to December 31 of the same year, both dates in-
        clusive.

    BENEFIT DETERMINATION

    The benefits payable under this Plan shall be subject to the fol-
    lowing:

    1)  This Coordination of Benefits and Excess Coverage provision 
        shall apply in determining the benefits as to a person covered 
        under this Plan for any Benefit Determination Period if the 
        sum of

        a)  the benefits that would otherwise be payable under this 
            Plan in the absence of this provision, and

        b)  the benefits that would otherwise be payable under all 
            other plans in the absence therein of provisions of 
            similar purpose to this provision, exceed the Allowable 
            Expenses incurred by or on behalf of such person during 
            such period.

    2)  As to any Benefit Determination Period with respect to which 
        this provision is applicable, the benefits that would other-
        wise be payable under this Plan in the absence of this provi-
        sion for the Allowable Expenses incurred by or on behalf of 
        such person during such Benefit Determination Period shall be 
        reduced, except as provided in item 3) below, to the extent 
        necessary so that the sum of such reduced benefits and all 
        the benefits paid for, payable or furnished in connection 
        with such Allowable Expenses under all other plans shall not 
        exceed the total of such Allowable Expenses.  For the pur-
        poses of this provision, all benefits payable or furnished 
        under another plan shall be taken into account whether or not 
        claim has been duly made therefor.

    3)  If coverage under another plan is involved, as provided in 
        item 2) above, and

                                 77

<PAGE>   114

        a)  such plan contains a provision coordinating the benefits 
            thereunder with those of this Plan and according to its 
            terms and conditions, benefits thereunder would not be 
            determined until after the benefits of this Plan have been 
            determined, and

        b)  the terms and conditions set forth in item 4) below would 
            require benefits under this Plan to be determined before 
            benefits are determined under such other plan,

        then the benefits otherwise provided under such other plan 
        will not be taken into account for the purposes of determining 
        the benefits under this Plan.

    4)  For the purposes of item 3) above, the basis for establishing 
        the order of benefit determination shall be as follows:

        a)  the benefits of the plan which covers the person on whom 
            claim is based other than as a dependent shall be deter-
            mined before the benefits of a plan which covers such 
            person as a dependent;

        b)  except for cases of a person for whom claim is made as a 
            dependent child whose parents are separated or divorced, 
            the benefits of a plan which covers the person on whom 
            claim is based as a dependent of a person whose date 
            of birth, excluding year of birth, occurs earlier in a 
            calendar year shall be determined before the benefits of 
            a plan which covers such person as a dependent of a person 
            whose date of birth, excluding year of birth, occurs later 
            in a calendar year.  If either plan does not have the pro-
            visions of this Paragraph 4)b) regarding dependents, which 
            results either in each plan determining its benefits be-
            fore the other or in each plan determining its benefits 
            after the other, the provisions of this Paragraph 4)b) 
            shall not apply, and the rule set forth in the plan which 
            does not have the provisions of this Paragraph 4)b) shall 
            determine the order of benefits;

                                 78

<PAGE>   115

        c)  in the case of a person for whom claim is made as a depen-
            dent child whose parents are separated or divorced;

            i)  if the parent with custody of the child has not remar-
                ried, the benefits of a plan which covers the child as 
                a dependent of the parent with custody of the child 
                will be determined before the benefits of a plan which 
                covers the child as a dependent of the parent without 
                custody;

           ii)  if the parent with custody has remarried, the benefits 
                of a plan which covers the child as a dependent of the 
                parent with custody shall be determined before the 
                benefits of a plan which covers that child as a depen-
                dent of the stepparent, and the benefits of a plan 
                which covers that child as a dependent of the step-
                parent will be determined before the benefits of a 
                plan which covers that child as a dependent of the 
                parent without custody;

            notwithstanding i) and ii) above, if there is a court 
            decree which would otherwise establish financial respon-
            sibility for the medical, dental or other health care 
            expenses with respect to the child, the benefits of a plan 
            which covers the child as a dependent of the parent with 
            such financial responsibility shall be determined before 
            the benefits of any other plan which covers the child as 
            a dependent;

        d)  when rules a), b) and c) do not establish an order of 
            benefit determination, the benefits of a plan which has 
            covered the person on whom claim is based for the longer 
            period of time shall be determined before the benefits 
            of a plan which has covered such person for the shorter 
            period of time, provided, however, that the benefits of 
            the plan which covers the person on whose expenses claim 
            is based as a terminated, laid-off or retired employee, 
            a dependent of such a person or a former dependent of a 
            current or former employee shall be determined after the 
            benefits of any other plan covering such person other than 
            as a terminated, laid-off or retired employee, a dependent 

                                 79

<PAGE>   116

            of such a person or a former dependent of a current or 
            former employee.

    5)  When this provision operates to reduce the total amount of 
        benefits otherwise payable with respect to a person covered 
        under this Plan during any Benefit Determination Period, each 
        benefit that would otherwise be payable in the absence of this 
        provision shall be reduced proportionately and such reduced 
        amount shall be charged against any applicable benefit limit 
        of this Plan.

    COORDINATION WITH MEDICAID

    Eligibility for coverage under this Plan shall not be affected 
    by the fact that a person is eligible for or is provided medical 
    assistance under Medicaid, that is, a State plan for medical 
    assistance approved under Title XIX of the Social Security Act. 
    In addition, this Plan's coordination of benefits provision will 
    not apply to benefits a person is entitled to receive under Medi-
    caid.

    EXCESS COVERAGE

    If one or more of the other plans involved (as defined in this 
    Coordination of Benefits and Excess Coverage provision) provides 
    benefits on an Excess Insurance or Excess Coverage basis, items 3) 
    and 4) of the BENEFIT DETERMINATION provisions shall not apply to 
    such plan(s) and this Plan will pay as excess coverage.

    INFORMATION RIGHTS

    For the purposes of determining the applicability and implementa-
    tion of the terms of this provision of this Plan or any provision 
    of similar purpose of any other plan, the Trustees may, without 
    the consent of or notice to any person, release to or obtain from 
    any insurance company or other organization or person any informa-
    tion which the Trustees deem to be necessary for such purposes. 
    Any person claiming benefits under this Plan shall as a condition 
    precedent thereto furnish to the Trustees such information as may 
    be necessary to implement this provision.

                                 80

<PAGE>   117

    PAYMENT ADJUSTMENTS

    Whenever payments which should have been made under this Plan in 
    accordance with this provision have been made under any other 
    plan, the Trustees shall have the right, exercisable alone and in 
    their sole discretion, to pay over to any organization making such 
    other payments any amounts they shall determine to be warranted in 
    order to satisfy the intent of this provision, and amounts so paid 
    shall be deemed to be benefits paid under this Plan and, to the 
    extent of such payments, the Trustees shall be fully discharged 
    from liability under this Plan.

    RECOVERY RIGHT

    Whenever payments have been made by the Trustees with respect to 
    Allowable Expense in a total amount, at any time, in excess of the 
    maximum amount of payment necessary at the time to satisfy the 
    intent of this provision, the Trustees shall have the right to 
    recover such payments, to the extent of such excess, from among 
    one or more of the following, as the Trustees shall determine: any 
    persons to whom, for whom, or with respect to whom such payments 
    were made, any insurance companies, and any other organizations.

                                 81

<PAGE>   118

                             ARTICLE IV
                          NAMED FIDUCIARIES

The Trustees shall be named fiduciary of the Plan, pursuant to the Em-
ployee Retirement Income Security Act of 1974 (hereinafter referred to 
as ERISA).  As named fiduciary under the Plan, the Trustees shall have 
the responsibility(ies) specified below and shall have discretionary 
authority to take such actions as are necessary to fulfill such re-
sponsibility(ies).  The Trustees may employ one or more persons to 
render advice with respect to their responsibility(ies) as named fidu-
ciary under the Plan.  The Trustees may designate in writing a person 
other than a named fiduciary to carry out all or a portion of their 
fiduciary responsibility(ies) as set forth in a written instrument 
executed by the designated person, and all of the Trustees.  No indi-
vidual Trustee shall be liable with respect to a breach of fiduciary 
duty, if such breach was committed before the individual became a 
Trustee or after the individual ceases to be a Trustee.

As named fiduciary, the Trustees shall have the sole authority to:

1)  Amend and/or terminate the Plan in accordance with Article VI 
    hereof.

2)  Receive and invest the funds contributed to the Plan.

3)  Make such changes as they deem prudent from time to time in the 
    funding policy of the Plan.

4)  Retain a qualified public accountant on behalf of the Plan parti-
    cipants to audit the Trust.

5)  Make such rules as may be necessary for administration of the 
    Plan, construe the Plan subject to its provisions, supply any 
    omissions and reconcile any inconsistencies, make equitable ad-
    justments for any mistakes or errors and decide all questions 

                                 82

<PAGE>   119

    arising in the interpretation of the Plan; all of which shall be 
    conclusive and binding on all parties.

    The parties hereto specifically intend that the Trustees have the 
    greatest permissible discretionary authority to construe the terms 
    of the Plan and to determine all questions concerning eligibility, 
    participation and benefits.  Any such decision made by the Trus-
    tees shall be binding on the Employer, employees, retirees, par-
    ticipants, dependents and beneficiaries, and is intended to be 
    subject to the most deferential standard of judicial review.  Such 
    standard of review is not to be affected by any real or alleged 
    conflict of interest on the part of the Trustees.

6)  Retain an Administrative Manager to be responsible for the day-to-
    day administration of the Plan, maintenance of enrollment records 
    and administration of claims.

7)  Formulate and amend the Claims Procedures of the Plan.

8)  Provide a full, fair and final review of any claim denied by the 
    Administrative Manager, in accordance with the Plan's Claims Pro-
    cedures.

Paul Mueller Company shall serve as Administrator of the Plan for pur-
poses of ERISA.  As Administrator, Paul Mueller Company shall perform 
the following duties: 

1)  Comply with the requirements of ERISA with respect to the Summary 
    Plan Description, Annual Report, Summary Annual Report and other 
    reports to be provided to the Secretary of Labor, Internal Revenue 
    Service and/or Participants.

2)  Establish, prepare, and maintain all records required for comple-
    tion of reports to Participants and to governmental agencies.

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<PAGE>   120

3)  Be the agent for service of legal process in any legal action ini-
    tiated under ERISA or otherwise.

                             ARTICLE V
       FUNDING POLICY AND BASIS OF PAYMENTS TO AND FROM PLAN

Benefits provided under the Plan shall be funded through the payment 
of contributions by the Employer and by Participants to the Trust in 
accordance with the terms of the Trust.  The Trustees shall hold any 
group insurance contract(s) and excess risk insurance contract(s) used 
to underwrite any insured benefits of the Plan and shall make premium 
payments to the insurance carrier(s) from the assets of the Trust.  
Benefits under such insurance contract(s) shall be paid directly 
by the insurance carrier(s) in accordance with the group insurance 
contract(s) and the Plan's Claims Procedures.  Any dividends, retro-
spective rate reductions or premium refunds generated under any in-
surance contract(s) shall be paid to and shall become assets of the 
Trust.  Benefits under any self-insured portion(s) of the Plan shall 
be paid by the Administrative Manager directly from the assets of the 
Trust in accordance with the Plan's Claims Procedures.

                            ARTICLE VI
                 AMENDMENT AND TERMINATION OF PLAN

The Plan may be amended by resolution of the Trustees in accordance 
with the provisions of the Declaration of Trust.  The Plan may be 
terminated by action of the Board of Directors of Paul Mueller Company 
in accordance with the provisions of the Declaration of Trust.

                            ARTICLE VII
                 EXCLUSIVE BENEFIT OF PARTICIPANTS

All assets of the Trust shall be used for the exclusive benefit of 
Participants and their beneficiaries and for defraying reasonable 

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expenses of Plan administration, and shall under no circumstances 
revert to the benefit of the Employer.

                           ARTICLE VIII
                         CLAIMS PROCEDURES

INSURED BENEFITS

1)  CLAIM FILING PROCEDURE.  Claims for any Plan benefits which are 
    insured under the Group Insurance Contract shall be filed in 
    accordance with the provisions of the Group Insurance Contract 
    with respect to submission of Notice and Proof of Claim.  Such 
    claims shall be submitted to the Insurance Company through the 
    Administrative Manager.

2)  PAYMENT OF CLAIMS.  Claims for any Plan benefits which are insured 
    under the Group Insurance Contract shall be paid by the Insurance 
    Company in accordance with the Payment of Claims provisions of the 
    Group Insurance Contract.

3)  REVIEW PROCEDURE.  If a claim for a benefit which is insured under 
    the Group Insurance Contract is wholly or partially denied by the 
    Insurance Company, written notice of the decision shall be fur-
    nished to the claimant by the Insurance Company within ninety (90) 
    days after receipt of such claim unless special circumstances re-
    quire an extension of time for processing.  If such an extension 
    of time is required, written notice of this extension shall be 
    furnished to the claimant by the Insurance Company prior to the 
    termination of the ninety (90) day period.  The extension notice 
    shall indicate the special circumstances requiring an extension of 
    time and the date by which the Insurance Company expects to render 
    a final decision.  In no event shall this date be more than ninety 
    (90) days after the end of the initial ninety (90) day period.

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<PAGE>   122

If no response is received within ninety (90) days, allowing reason-
able time for mailing, the claimant may assume the claim has been 
denied and proceed to the claim review stage outlined below.

The written notice of denial shall contain the following information:

a)  The specific reason or reasons for the denial;

b)  Specific reference to the pertinent provisions of the group insur-
    ance contract upon which the denial is based;

c)  A description of any additional material or information necessary 
    for the claimant to perfect the claim and an explanation of why 
    such material or information is necessary; and

d)  An explanation of the Insurance Company's claim review procedure.

The claimant or his duly authorized representative i) may request a 
review of the decision by written application to the Insurance Company 
not later than sixty (60) days after receipt by the claimant of writ-
ten notification of denial of the claim, ii) may review pertinent 
documents, and iii) may submit issues and comments in writing.

A decision on review of a denied claim shall be made by the Insurance 
Company not later than sixty (60) days after the Insurance Company's 
receipt of a request for review, unless special circumstances require 
an extension of time for processing, in which case a decision shall 
be rendered within a reasonable period of time, but in no event later 
than one hundred twenty (120) days after receipt of a request for re-
view.  If such an extension is required, the claimant shall be so 
notified within sixty (60) days after receipt of the request for re-
view.  The decision on review shall be in writing and shall include 
the specific reason(s) for the decision and specific reference(s) to 
the pertinent Group Insurance Contract provisions on which the deci-
sion is based.  The decision of the Insurance Company shall be final.

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<PAGE>   123

SELF-INSURED BENEFITS-INSURED BENEFITS

1)  CLAIM FILING PROCEDURE.  Claims for Weekly Disability Income, 
    Medical Care and Dental Care Benefits, which are self-insured, 
    shall be submitted to the Administrative Manager for payment. 
    The Administrative Manager will furnish to the claimant such 
    forms as are prescribed by the Trustees for filing proof of claim. 
    The Trustees may, at their own expense, require an independent 
    medical examination to be performed by a Physician selected by the 
    Trustees.

    Affirmative proof of claim must be furnished to the Administrative 
    Manager as follows:

    a)  In the case of Weekly Disability Income Benefits, within nine-
        ty (90) days following commencement of disability and as re-
        quested by the Administrative Manager thereafter during the 
        continuation of disability, and

    b)  In the case of Medical Care and Dental Care Benefits, within 
        twelve (12) months following the end of the calendar year 
        during which the covered expense on which claim is based was 
        incurred.

    Failure to furnish proof of claim within the time required above 
    shall not invalidate nor reduce any claim if it is shown not to 
    have been reasonably possible to furnish such proof within such 
    time, provided such proof is furnished as soon as possible there-
    after.

2)  PAYMENT OF CLAIMS.  Benefits provided under the Plan shall be paid 
    as follows, subject to due proof of claim as provided in 1. above.

    a)  Weekly Disability Income Benefits shall be paid every two (2) 
        weeks during the period for which the Plan is liable, and any 
        balance still unpaid at the end of such period will be paid 
        immediately after receipt of due proof.

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<PAGE>   124

    b)  Medical Care and Dental Care Benefits shall be paid immedi-
        ately after receipt of due proof.

3)  ASSIGNMENT OF BENEFITS.  Medical Care and Dental Care benefits 
    provided under the Plan in connection with Eligible Expenses with 
    respect to which a Hospital, Physician or Dentist has allowed a 
    discount to the Plan in accordance with a discount agreement be-
    tween the Hospital, Physician or Dentist and the Trustees, shall 
    be paid directly to such Hospital, Physician or Dentist.  All 
    other Medical Care and Dental Care benefits shall be paid to the 
    Participant, except that Medical Care and Dental Care benefits may 
    be assigned by the Participant to the Physician, Dentist, Hospital 
    or other person or institution rendering services or furnishing 
    supplies for which benefits are payable under the Plan.  The Trus-
    tees shall not be required to inquire into the validity of any 
    such assignment, and any payment made in accordance with any such 
    assignment and in good faith by the Trustees shall discharge the 
    obligation of the Trustees hereunder to the extent of such pay-
    ment.  This Plan will also honor any assignment of rights made by 
    or on behalf of a Covered Individual as required by Medicaid, that 
    is, a State plan for medical assistance approved under Title XIX 
    of the Social Security Act.  In addition, to the extent that Medi-
    caid makes payments which this Plan has a legal liability to make, 
    this Plan will reimburse Medicaid for those payments, but only to 
    the extent it is required to do so by State statute.  Weekly Disa-
    bility Income Benefits are not assignable.  Life and Accidental 
    Death and Dismemberment Insurance Benefits are assignable only to 
    the extent permitted by the Insurance Company.

4)  FACILITY OF PAYMENT.  Weekly Disability Income, Medical Care and 
    Dental Care Benefits due under the Plan shall be paid in accor-
    dance with Paragraph 2) and 3) above, except that with respect to 
    any benefits which have not been validly assigned:

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<PAGE>   125

    a)  In the event of the death of the participant, the Trustees 
        will pay any remaining unpaid benefits to the natural person 
        or persons, if any, who become entitled at the death of the 
        participant to receive in an individual capacity any proceeds 
        of the participant's life insurance under the Plan (excluding 
        any person known by the Trustees at the time of payment to be 
        a minor); otherwise, payment of such remaining unpaid benefits 
        shall instead be made to the executors or administrators of 
        the participant;

    b)  If the participant, in the opinion of the Trustees, is not 
        competent or incapable of executing a valid receipt and dis-
        charge for any payment, the Trustees may, at their option, 
        during the participant's lifetime, unless claim has been made 
        by a duly appointed guardian or committee, pay any amount 
        otherwise payable to the participant to any beneficiary desig-
        nated by the participant under the life insurance of the Plan, 
        provided that such beneficiary is a living natural person, 
        is not known by the Trustees at the time of payment to be a 
        minor, and was not designated beneficiary in a fiduciary 
        capacity; or if there is no such designated beneficiary 
        living, the Trustees may, at their option, make such payment 
        or any portion thereof to any person or institution who, in 
        the opinion of the Trustees, is or has been rendering services 
        to, caring for, or supporting the participant.

    Any payments in accordance with this Facility of Payment provision 
    shall be a complete discharge of the Trustees' liability to the 
    extent of such payment, and the Trustees shall not be obligated to 
    see to the application of the money so paid.

5)  RECOVERY OF OVERPAYMENTS.  If a claim for Weekly Disability In-
    come, Medical Care or Dental Care Benefits is overpaid, the Trus-
    tees shall have the right to recover the overpayment from the 
    participant or any other person or organization to whom the bene-
    fits were paid.  If such other person or organization does not 

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<PAGE>   126

    repay the overpayment, repayment is the responsibility of the 
    participant.

6)  REVIEW PROCEDURE.  If a claim for Weekly Disability Income, Medi-
    cal Care or Dental Care Benefits is wholly or partially denied by 
    the Administrative Manager, written notice of the decision shall 
    be furnished to the claimant by the Administrative Manager within 
    ninety  (90) days after receipt of such claim unless special cir-
    cumstances require an extension of time for processing.  If such 
    an extension of time is required, written notice of this extension 
    shall be furnished to the claimant prior to the termination of the 
    ninety (90) day period.  The extension notice shall indicate the 
    special circumstances requiring an extension of time and the date 
    by which the Plan expects to render a final decision.  In no event 
    shall this date be more than ninety (90) days after the end of the 
    initial ninety (90) day period.

    If no response is received within ninety (90) days, allowing rea-
    sonable time for mailing, the claimant may assume the claim has 
    been denied and proceed to the claim review stage outlined below.

    The written notice of denial shall contain the following informa-
    tion:

    a)  The specific reason or reasons for the denial;

    b)  Specific reference to the pertinent provisions of the Plan 
        upon which the denial is based;

    c)  A description of any additional material or information neces-
        sary for the claimant to perfect the claim and an explanation 
        of why such material or information is necessary; and

    d)  An explanation of the Plan's claim review procedure.

    The claimant or his duly authorized representative i) may request 
    a review of the decision by written application to the Trustees 

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<PAGE>   127

    not later than sixty (60) days after receipt by the claimant of 
    written notification of denial of the claim, ii) may review per-
    tinent documents, and iii) may submit issues and comments in 
    writing.  The written application for review must contain or be 
    accompanied by:

    1.  A concise statement of the facts upon which the claim for 
        benefits is based;

    2.  The reasons why the Administrative Manager's denial is unlaw-
        ful, improper or erroneous.  Such statements shall be without 
        argument;

    3.  Additional factual information, if any, which was not sub-
        mitted previously, together with a statement of the reasons 
        for failure to submit such information;

    4.  Argument or discussion as to why the decision should be re-
        versed, including case citations and statutory references, if 
        any;

    5.  Statements of fact shall be verified by the claimant on his 
        personal knowledge and not information and belief.  Failure to 
        so verify factual statements will result in their not being 
        considered by the Trustees.

    If the Trustees hold regular meetings at least quarterly, a deci-
    sion on review of a denied claim shall be made by the Trustees not 
    later than the date of the Trustees' meeting which immediately 
    follows the Administrative Manager's receipt of a request for re-
    view, unless the request for review is received within thirty (30) 
    days preceding the date of such meeting, in which case a decision 
    shall be made no later than the date of the second Trustee's meet-
    ing following the Administrative Manager's receipt of the request 
    for review.  If special circumstances require a further extension 
    of time for processing, a decision shall be rendered no later than 
    the date of the third Trustees' meeting following the Administra-
    tive Manager's receipt of the request for review.  If such an 
    extension is required, the claimant shall be so notified prior to 
    commencement of the extension.

    If the Trustees do not hold regular meetings at least quarterly, a 

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<PAGE>   128

    decision on review of a denied claim shall be made by the Trustees 
    not later than sixty (60) days following the Administrative Mana-
    ger's receipt of a request for review.  If special circumstances 
    require a further extension of time for processing, a decision 
    shall be rendered within a reasonable period of time, but in no 
    event later than one hundred twenty (120) days following the 
    Administrative Manager's receipt of the request for review.  If 
    such an extension is required, the claimant shall be so notified 
    within sixty  (60) days after the Administrative Manager's re-
    ceipt of the request for review.

    The decision on review shall be in writing and shall include the 
    specific reason(s) for the decision and specific reference(s) to 
    the pertinent Plan provisions on which the decision is based. 
    The decision of the Trustees shall be final.

    If a claimant has sought precertification a hospitalization or 
    service in accordance with the section entitled UTILIZATION RE-
    VIEW REQUIREMENT in Article III, Part C, and if precertification 
    has been denied based upon a ground other than the medical neces-
    sity and appropriateness of the hospitalization or procedure, 
    the claimant or his duly authorized representative may request 
    review of the denial under the terms of this section.

OTHER MATTERS

Any claim by an employee, beneficiary or other party involving a mat-
ter other than benefits (for example, if the Fund has denied that an 
employee is an eligible Participant) must be presented in writing to 
the Administrative Manager.  A written response shall be furnished 
to the person presenting the claim.  If any employee, beneficiary 
or other party believes that any action of the Fund is incorrect or 
improper, an appeal must be filed.  The appeal must be signed by the 
person affected by the action and submitted to the Administrative 
Manager within one (1) year of the action which the appeal concerns.  
The person appealing may review all papers pertinent to the subject 
matter of the appeal in the possession of the Trustees and may pre- 

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sent additional evidence and a statement of his position.  The 
Trustees or a party appointed by the shall review the appeal and 
provide a prompt written decision to the person appealing.

                            ARTICLE IX
                        GENERAL PROVISIONS

PHYSICAL EXAMINATION AND AUTOPSY

The Trustees shall have the right and opportunity to examine the per-
son with respect to whom benefits are claimed when and so often as 
they may reasonably require during pendency of claim hereunder, and 
also the right and opportunity to make an autopsy in case of death 
where it is not forbidden by law.

LEGAL ACTIONS

No action at law or in equity shall be brought to recover under the 
Plan prior to the expiration of one hundred eighty (180) days after 
proof of claim has been filed in accordance with the requirements 
of the Plan and the Plan's claims procedures nor shall such action 
be brought at all unless brought within three (3) years from the 
expiration of the time within which proof of claim is required in 
accordance with the Plan's Claims Procedures or such longer period 
as required by the ERISA, as amended.

NOT WORKERS' COMPENSATION INSURANCE

The coverage provided by the Plan is not in lieu of and does not af-
fect any requirements of coverage by Workers' Compensation Insurance.

PLAN REPLACES FORMER PLAN

This Plan replaces the Paul Mueller Company Employees Group Insurance 
Plan (the "Former Plan").  In determining a Covered Individual's max-
imum benefits and deductible and co-payment requirements, payments 
made under the Former Plan will be taken into account.  If an indi-
vidual was covered under the Former Plan immediately prior to the 
effective date of this Plan, he will neither gain nor lose coverage 


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solely because of the switch from the Former Plan to this Plan.

APPLICABLE LAW

The Plan is established in the State of Missouri.  As a general 
matter, questions arising under the Plan will be determined under 
federal law.  To the extent federal law does not apply, questions 
arising under the Plan will be determined under the laws of the State 
of Missouri unless those state laws are preempted by federal law.

EFFECTIVE DATE

This Plan shall be effective June 1, 1988.

EFFECTIVE DATE OF AMENDMENT AND RESTATEMENT

This amendment and restatement of the Plan shall be effective July 1, 
1998.

PLAN YEAR

The Plan shall be operated on a calendar year basis.

Executed this 5th day of August, 1998 at Springfield, Missouri.

BY: _________________________          BY: _________________________
    Donald E. Golik, Trustee               Gail Henrichs, Trustee

BY: _________________________          BY: _________________________
    Gerald S. Miller, Trustee              Michael W. Young, Trustee

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