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                          PAUL MUELLER COMPANY
                 SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

    Paul Mueller Company (the "Company") hereby establishes a nonqua-
lified deferred compensation plan (the "Plan") for certain of its 
employees, under the terms set forth below:

     1.  NAME OF PLAN.  This Plan shall be known as the "Paul Mueller 
Company Supplemental Executive Retirement Plan."  

     2.  EFFECTIVE DATE.  This Plan shall be effective as of January 1, 
1996.

     3.  DEFINITIONS.  Each of the following terms shall have the 
meaning given below:

         (a) "Committee" means the Compensation and Benefits Committee 
    of the Company's Board of Directors.

         (b) "Participant" means an employee of the Company designated 
    by the Committee to participate in this Plan.

         (c) "Retirement Plan" means the Paul Mueller Company Salaried 
    and Clerical Employees Retirement Plan, as adopted by the Company, 
    and as it may be amended from time to time.

         (d) "Retirement Plan Benefit" means the amount of benefit 
    payable from the Retirement Plan to a Participant in the form of 
    a single life annuity.

         (e) "Supplemental Retirement Benefit" means a benefit payable 
    under the terms of this Plan.

         (f) Each of the following terms shall have the meaning set 
    forth in the Retirement Plan:

              (i) "Actuarial Equivalent";

             (ii) "Beneficiary";

            (iii) "Deferred Retirement Date";

             (iv) "Early Retirement Date"; 

              (v) "Normal Retirement Date"; and

             (vi) "Spouse."

     4.  CALCULATION OF SUPPLEMENTAL RETIREMENT BENEFIT.  A Partici-
pant's Supplemental Retirement Benefit shall be equal to the difference 
between:

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         (a) The Participant's Retirement Plan Benefit, disregarding any 
    limitation on annual compensation imposed by Section 401(a)(17) of 
    the Internal Revenue Code; and 

         (b) The Participant's Retirement Plan Benefit, giving effect to 
    any such limitation on annual compensation.

     5.  VESTING.  A Participant shall vest in his or her Supplemental 
Retirement Benefit at the same time and in the same manner as under the 
Retirement Plan.

     6.  FORM OF PAYMENT.  Except as provided in the remainder of this 
Section 6, a Participant's Supplemental Retirement Benefit shall be paid 
at the same time and in the same form of payment as elected by the Par-
ticipant with respect to benefits payable to the Participant under the 
Retirement Plan.  Any Supplemental Retirement Benefit payable other than 
as a single life annuity for the Participant's lifetime shall be the 
Actuarial Equivalent of such a single life annuity.  Notwithstanding the 
preceding provisions of this Section:  

         (a) Under no circumstances may a Participant elect to receive 
    his or her Supplemental Retirement Benefit under either the "Social 
    Security Equalization Form" or the "Cash Option," as described in 
    Sections 7.03 and 7.04 of the Retirement Plan, respectively (any 
    such election under the Retirement Plan being deemed to be an elec-
    tion to receive the Participant's Supplemental Retirement Benefit in 
    the form of a single life annuity); and

         (b) In lieu of the Retirement Plan's $3,500 threshold for in-
    voluntary lump-sum distributions, a Participant shall receive a 
    lump-sum distribution of his or her Supplemental Retirement Benefit 
    if, and only if, the monthly amount of such Supplemental Retirement 
    Benefit, when expressed as a single life annuity for the Partici-
    pant's lifetime, is less than $500 per month.

     7.  DEATH BENEFIT.  If a vested Participant dies prior to beginning 
to receive a Supplemental Retirement Benefit, the Participant's Spouse 
shall receive a death benefit under this Plan.  This benefit shall be 
equal to the difference between:

         (a) Fifty percent of the amount determined under Subsection 
    4(a) of this Plan; and

         (b) The amount of any Automatic Death Benefit the Spouse is 
    entitled to receive under the Retirement Plan.

Any death benefit under this Plan shall be paid at the same time and in 
the same form of payment as under the Retirement Plan.

     8.  PARTICIPANTS' RIGHTS UNSECURED.  The right of a Participant or 
Beneficiary to receive a distribution under this Plan shall be an unse-
cured claim against the general assets of the Company.  Neither the 
Participant nor his or her Beneficiary shall have any right as against 
any specific assets of the Company, but shall instead have the status 
of a general unsecured creditor of the Company.  This Plan constitutes 
a mere promise by the Company to make benefit payments in the future.  

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Benefits under this Plan may not be in any way encumbered or assigned 
by a Participant or Beneficiary. 

     9.  PAYMENTS TO INCOMPETENT PERSONS.  Every person receiving or 
claiming a benefit under this Plan shall be presumed to be mentally com-
petent and of age until the Committee receives reliable, written notice 
that such person is incompetent or a minor.  Payments otherwise due a 
minor shall be paid to any custodial parent of such minor.  Payments 
otherwise due any other incompetent person shall be paid to the guar-
dian, conservator, or other legal representative of such person.  In the 
event that the Committee is unable to locate a parent, guardian, conser-
vator, or other legal representative of an incompetent person who is 
otherwise entitled to payment under the Plan, such payment shall be made 
to the individual determined by the Committee to have assumed financial 
responsibility for the care of such person.  Before the initial payment 
is made to an individual designated in this Section, the minor or other 
legally incompetent person shall be notified of the Committee's intent 
to make such payment to that other individual.  Any payment of a benefit 
in accordance with the provisions of this Section shall be in complete 
discharge of any liability to make such payment.

    10.  AMENDMENTS TO THE PLAN.  The Board of Directors of the Company 
may amend this Plan at any time, without the consent of the Participants 
or their Beneficiaries; provided, however, that no amendment shall 
divest any Participant or Beneficiary of any Supplemental Retirement 
Benefit already earned under the provisions of this Plan.

    11.  TERMINATION OF THE PLAN.  The Board of Directors of the Company 
may terminate this Plan at any time.  No additional benefits shall be 
credited following termination of the Plan. Upon termination of the 
Plan, Participants' benefits shall be distributed in accordance with the 
other provisions of the Plan.

    12.  EXPENSES.  All costs of administering this Plan shall be paid 
by the Company.  

    13.  NOTICES.  Any notice or election required or permitted to be 
given to the Committee hereunder shall be in writing, in the form pre-
scribed by the Committee, and shall be deemed to be given:

         (a) On the date it is personally delivered to the Committee (or 
    its designee); or

         (b) Three business days after it is sent by registered or cer-
    tified mail, addressed to the Committee (or its designee) at the 
    Company's address.

    14.  PLAN ADMINISTRATOR.  The Committee shall be the "plan adminis-
trator" for this Plan.  As such, the Committee shall have the power 
to interpret the Plan and to determine all questions that arise under 
it.  Such power includes, for example, the administrative discretion 
necessary to determine whether an individual meets the Plan's written 
eligibility requirements, and to interpret any other term contained in 
this document.  The decision of the Committee on all matters within the 
scope of its authority shall be final and binding on all parties.

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    15.  GOVERNING LAW.  This Plan is established in the State of 
Missouri.  To the extent federal law does not apply, any questions 
arising under the Plan will be determined under the laws of the State 
of Missouri.

    IN WITNESS WHEREOF, the Company hereby adopts this Supplemental 
Executive Retirement Plan this 8th day of February, 1996.


                                    PAUL MUELLER COMPANY

                                    By:    /S/   Daniel C. Manna
                                           ---------------------------

                                    Title:          President
                                           ---------------------------

ATTEST:

By:    /S/   Donald E. Golik
       ---------------------------

Title:          Secretary
       ---------------------------

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