ZIEGLER COMPANIES INC
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>13
<FILENAME>tzc-ex1021.txt
<TEXT>

                                                                   Exhibit 10.21

                          THE ZIEGLER COMPANIES, INC.
                         VOLUNTARY DEFERRED BONUS PLAN

                            AS AMENDED AND RESTATED
                           EFFECTIVE JANUARY 1, 2003

                                                                       Voluntary

                          THE ZIEGLER COMPANIES, INC.

                         VOLUNTARY DEFERRED BONUS PLAN

                                    PREAMBLE

     WHEREAS, the Ziegler Companies, Inc. (the "Company") originally established
The Ziegler Companies, Inc. Voluntary Deferred Bonus Plan (the "Plan") effective
as of January 1, 2000; and

     WHEREAS, the Company subsequently amended and restated the Plan effective
as of January 1, 2002; and

     WHEREAS, the Company now wishes to amend and restate the Plan to include
Company stock as a deemed investment option;

     NOW, THEREFORE, The Ziegler Companies, Inc. Voluntary Deferred Bonus Plan
is hereby amended and restated effective as of January 1, 2003, to read as
follows:

                                   ARTICLE I
                              DEFINITION OF TERMS

     1.01  "Account" means the bookkeeping account of a Participant which shall
           ---------
be established by the Company for determining the amounts which may become
payable to the Participant hereunder.  The Participant's Account shall equal the
sum of the Participant's Deferred Share Account and the Participant's Deferred
Cash Account.

     1.02  "Change of Control" means:  (a) a sale of over 50% of the stock of
           -------------------

the Company measured in terms of voting power, other than in a public offering
or in connection with the acquisition by the Company of a business filing
reports under Section 13 or 15(d) of the Securities Exchange Act of 1934; or (b)
the sale by the Company of over 50% of its business or assets in one or more
transactions over a consecutive 12 month period; or (c) a merger or
consolidation by the Company with or into any other corporation or entity such
that the Company's shareholders prior to the transaction or transactions do not
own at least 50% of the surviving entity measured in terms of voting power.

     1.03  "Committee" means the Organization and Compensation Committee of the
           -----------
Company's Board of Directors.  The Committee may delegate all or any part of its
responsibilities and powers to any person or persons selected by it.

     1.04  "Company" means The Ziegler Companies, Inc., a Wisconsin
           ---------
corporation.  The Company may act through its Board of Directors or any
authorized officer or employee.

     1.05  "Deferred Cash Account" shall mean the bookkeeping account
           -----------------------
established to record the interest of a Participant with respect to deferred
bonus amounts that are not deemed invested in Shares.

     1.06  "Deferred Share Account" shall mean, with respect to a Participant
           ------------------------
who has elected to have deferred bonus amounts deemed invested in Shares, a
bookkeeping account established to record such Participant's interest under the
Plan related to such Shares.

     1.07  "Eligible Employee" shall mean an Employee who the Committee
           -------------------
determines is eligible to participate in the Plan.  Such determination may be
made by individual or employment classification.

     1.08  "Employee" shall mean any regular salaried employee of the Company
           ---------
or an affiliate who is a key management or highly compensated employee of the
Company or such affiliate.

     1.09  "Market Price" on any date shall mean, with respect to a Share, if
           --------------
the Company's common stock is then listed and traded on a registered national
securities exchange, or is quoted in the NASDAQ National Market System, the
average of the high and low sales prices recorded in composite transactions for
such date.  If such date is not a business day or in the absence of reported
sales on such date, "Market Price" shall mean the closing sales price on the
next preceding business date with respect to which sales were reported.  If the
Company's common stock is not then listed and traded on a registered national
securities exchange and is not quoted in the NASDAQ National Market System, then
"Market Price" shall be determined in good faith by the Committee.

     1.10  "Participant" means an Eligible Employee who has elected to
           -------------
participate in the Plan.

     1.11  "Plan" means The Ziegler Companies, Inc. Voluntary Deferred Bonus
           ------
Plan, as set forth herein, and as may be amended from time to time.

     1.12  "Plan Year" means the twelve-month period beginning January 1 and
           -----------
ending December 31.

     1.13  "Share" means a contractual obligation of the Company to deliver a
           -------
share of the Company's common stock to a Participant as provided herein.

                                   ARTICLE II
                                 PARTICIPATION
     2.01  Selection of Participants.
           -------------------------

     Each Plan Year, the Committee shall select the Eligible Employees who may
elect to participate in the Plan for that Plan Year.  The Committee shall select
Eligible Employees on a Plan Year by Plan Year basis and a Participant's
selection as an Eligible Employee in any year shall not guarantee selection as
an Eligible Employee in any subsequent year.

     2.02  Bonus Deferral Elections.
           ------------------------

     Each Eligible Employee who elects to participate in the Plan for a Plan
Year shall elect the amount or portion of his or her bonus for such Plan Year
which he or she elects to defer.  The Committee, in its sole discretion, shall
determine the manner and deadlines for Participants to make their bonus deferral
elections.

                                  ARTICLE III
                       CREDITS TO PARTICIPANTS' ACCOUNTS

     3.01  Investment Election.
           -------------------

     Prior to the time a Participant's bonus is payable, the Participant shall
irrevocably designate in writing the portion of such deferred bonus to be
credited to the Participant's Deferred Cash Account and the portion to be
credited to the Participant's Deferred Share Account.  If a Participant fails to
notify the Company as to how to allocate any deferred bonus between the Deferred
Cash and Deferred Share Accounts, 100% of the amount of the deferred bonus for
such year will be credited to the Deferred Cash Account.  Except as provided in
Section 3.05, in no event may any previously deferred amounts be transferred
between the Deferred Cash and Deferred Share Accounts.

     3.02  Credits to Deferred Cash Accounts.
           ---------------------------------

     The deferred bonus amounts allocated to the Deferred Cash Account shall be
credited to such Participant's Deferred Cash Account as of the last day of the
Plan Year for which the bonus was earned.  Following the close of each Plan
Year, earnings shall be credited to each Participant's Deferred Cash Account
until the entire amount credited to the Deferred Cash Account is distributed as
provided in Article VI.  The amount of earnings to be allocated to each
Participant's Account shall be equal to the value of the Account as of the
beginning the Plan Year less any distributions during the Plan Year, multiplied
by an earnings credit factor of 9% (or such other earnings credit factor as the
Committee may determine), compounded annually.

     3.03  Credits to Deferred Share Accounts.
           ----------------------------------

     The deferred bonus amounts allocated to the Deferred Share Account shall be
deemed to be invested in a number of Shares equal to the quotient of (i) the
amount of such deferred bonus divided by (ii) the Market Price on the last
trading day of the calendar year quarter during which the deferred bonus being
allocated to the Deferred Share Account would otherwise have been paid.
Fractional Shares shall be credited, but shall be rounded to the nearest tenth
percentile, with amounts equal to or greater than .05 rounded up and amounts
less than .05 rounded down.  Whenever a dividend other than a dividend payable
in the form of Company stock is declared, the number of Shares in the
Participant's Deferred Share Account shall be increased by a number of Shares
determined by dividing (i) the product of (A) the number of Shares in the
Participant's Deferred Share Account on the related dividend record date, and
(B) the amount of any cash dividend declared by the Company on a share of
Company stock (or, in the case of any dividend distributable in property other
than Company stock, the per share value of such dividend, as determined by the
Company for purposes of income tax reporting), by (ii) the Market Price on the
related dividend payment date.  In the case of any dividend which is payable in
Company stock, the Participant's Deferred Share Account shall be increased by
the number of Shares equal to the product of (i) the number of Shares credited
to the Participant's Deferred Share Account on the related dividend record date,
and (ii) the number of shares of Company stock (including any fraction thereof,
as described above) distributable as a dividend on a share of Company stock.

     3.04  Adjustments.
           -----------

     In the event of a reorganization, recapitalization, stock split, stock
dividend, combination of shares, merger, consolidation, rights offering any
other change in the Company's corporate structure or common stock, the Committee
may make such adjustment, if any, as it may deem appropriate in the number
and/or kinds of Shares credited to the Deferred Shares Accounts.

     3.05  One-Time Account Transfer Election.
           ----------------------------------

     Effective as of _______________, 2003, a Participant in the Plan shall have
a one-time irrevocable election to transfer any amounts attributable to bonuses
deferred prior to 2003 to the Participant's Deferred Share Account.  Any amounts
transferred shall be credited to such Participant's Deferred Share Account as
described in Section 3.03 based on the Market Price as of the _______________,
2003 transfer date.  Any amounts transferred under this Section 3.05 shall
thereafter remain credited to the Participant's Deferred Share Account until
later distribution as described herein.

     3.06  Vesting.
           -------

     Each Participant shall always have a fully vested and nonforfeitable
interest in all amounts credited to the Participant's Account hereunder.

     3.07  Statements.
           ----------

     The Company shall provide each Participant with a statement detailing the
amounts credited to the Participant's bookkeeping Account under the Plan.  Such
statement shall be provided annually or more frequently, as determined by the
Company.

                                   ARTICLE IV
                                 DISTRIBUTIONS

     4.01  Normal Distributions.
           --------------------

     Except as otherwise provided in this Article IV, distributions shall
commence as soon as practicable following the close of the Plan Year in which
the Participant terminates employment with the Company and all affiliates.  Each
new Participant shall indicate in writing at the time of his or her initial
bonus deferral election the form of payment for the deferrals.  For payments
commencing following a termination of employment, a Participant may elect (a) a
lump sum payment, (b) five annual installment payments, or (c) ten annual
installment payments.  A Participant's election as to the form of payment shall
apply to all amounts credited to the Participant's Account.

     A Participant may change his payment election at any time by written
communication to the Company which indicates the lump sum or installment form of
payment desired.  The payment election on file with the Company as of the date
of the Participant's termination of employment shall be controlling; provided,
however, that any payment election filed with the Company less than twelve
months prior to the Participant's termination of employment shall be null and
void.  In such event, the Participant's most recent payment election filed
before the date twelve months prior to the Participant's termination shall
govern the payment.

     In the case of any distribution being made in annual installments, each
installment after the first installment shall be paid on the anniversary date of
the first installment, or as soon as practical thereafter, until the entire
amount credited to the Participant's Account has been paid.  The dollar amount
involved in any installment payment shall be determined by multiplying the
amount credited to the Participant's Deferred Cash Account immediately prior to
the distribution by a fraction, the numerator of which is one and the
denominator of which is the number of installments (including the current
installment) remaining to be paid.  The number of shares of Company stock
involved in any installment payment shall be determined by multiplying the
number of Shares credited to the Participant's Deferred Share Account
immediately prior to the distribution by a fraction, the numerator of which is
one and the denominator of which is the number of installments (including the
current installment) remaining to be paid, and rounded up to the next whole
Share.  Notwithstanding any other provision in this Article IV, a Participant's
distribution from his Deferred Cash Account shall be made solely in cash and
distributions from the Participant's Deferred Share Account shall be made solely
in shares of Company stock (except that any fractional Share shall be paid in
cash).  Neither the Participant nor the Company shall have any authority to
alter such cash or Company stock mode of distribution.

     4.02  Short-Term Payout.
           -----------------

     Notwithstanding Section 4.01 above, a Participant may elect, on his or her
deferral election for any Plan Year, to receive a short-term payout of the bonus
deferrals (as adjusted under Sections 3.02 and 3.03) for that Plan Year.  The
short-term payout shall be a lump sum payment in cash and Company stock to
reflect amounts credited to the Participant's Deferred Cash Account and Deferred
Share Account, respectively.  Subject to the other terms and conditions of this
Plan, the short-term payout shall be paid on or about March 1 of the year
following the earlier of (a) the year in which the Participant ceases to be an
Employee, or (b) the year selected by the Participant (which must be at least 3
years after the year in which the bonus to be deferred is earned).  For example,
the bonus earned in 2002 would be payable no earlier than March 1, 2006 pursuant
to an election under this Section 4.02.

     4.03  Special Rule for Death or Disability.
           ------------------------------------

     If a Participant dies or becomes disabled (as determined by the Committee),
the balance then credited to the Participant's Account shall be distributed to
the Participant (or his or her beneficiary) in a lump sum in cash and Company
stock as soon as administratively practicable after the date of death or
disability.  Each Participant may designate one or more beneficiaries to receive
any death benefit in accordance with rules established by the Committee.  If no
designated beneficiary survives the Participant, any death benefit shall be paid
to the Participant's estate.

     4.04  Payment Modification.
           --------------------

     A Participant may make a written request to the Committee to accelerate
payments, delay the commencement of payments, or extend or contract the payment
period applicable to his or her Account.  The Committee may establish rules
applicable to Participant requests; provided, however, that no request to delay
commencement or extend the payment period may be made after benefits commence.
The Committee, in its sole and absolute discretion, may grant or deny any such
request.

     Further, notwithstanding Sections 4.01, 4.02 and 4.03 above and Section
4.05 below, the Committee reserves the right, in its sole discretion, to
override or modify any Participant's election as to the timing and/or form of
payment of some or all of such Participant's Account under this Plan at any time
and for any reason, even as to future installments payable under a previously-
elected method of payment; provided, however, that the Committee may not modify
payments accelerated after a Change in Control under Section 4.06.
Notwithstanding any of the foregoing, in no event may the Committee modify the
mode of distribution (i.e., cash or Company stock), and in all events, cash will
be distributed to reflect amounts credited to the Participant's Deferred Cash
Account and Company stock will be distributed to reflect amounts credited to the
Participant's Deferred Share Account.

     4.05  In-Service Distributions.
           ------------------------

     A Participant may request an in-service distribution of all or a portion of
his/her Account.  The Committee shall have complete discretion to determine
whether all or any portion of the requested amount shall be distributed based
upon such factors as the Committee shall deem appropriate.

     4.06  Change in Control.
           -----------------

     Notwithstanding any other provisions of this Article IV, in the event of a
Change in Control, each Participant who is not offered an opportunity to
continue in employment in a comparable position, as determined by the Committee,
shall automatically receive distribution of the entirety of his Accounts (in the
form of cash to reflect amounts deemed invested in the Participant's Deferred
Cash Account and in the form of Company stock to reflect amounts deemed invested
in the Participant's Deferred Share Account) in a lump sum distribution as soon
as practicable after such Change in Control occurs.

                                   ARTICLE V
                          COMPANY'S REPURCHASE RIGHTS

     5.01  Right of First Refusal.
           ----------------------

     If an individual desires to transfer Company stock distributed under the
Plan to a bona fide prospective transferee, the individual must first notify the
Committee in writing and such notice (the "Notice") shall be deemed an offer by
the individual to sell the Company stock to the Company.  The Notice shall
include a copy of the offer to purchase or agreement to acquire which shall
describe all terms of such proposed transfer.  The Company shall have the first
right and option to purchase all, but not less than all, of the Company stock
for a per share price equal to the lesser of (i) the Market Price as of the
proposed date of transfer, or (ii) the price per share offered to the individual
by the bona fide prospective transferee identified in the Notice.  The Company
shall notify the individual as to whether or not it will exercise its right of
first refusal within 45 days after receipt of the Notice and, if exercising such
right, shall pay such individual the purchase price as described above, within a
reasonable period thereafter.  Any Company stock not repurchased by the Company
(and the Company shall not exercise its right of first refusal during the first
six months following the distribution of such Company stock under Article IV of
the Plan), and which is then transferred under this Section 5.02, shall continue
to be subject to the Company's repurchase rights as described in this Article V.
Any transferee of such Company stock shall be deemed to have accepted and
consented to be bound by the provisions and restrictions of this Plan and shall
execute any documents as may be required by the Committee to evidence such
acceptance and consent.

     5.02  Company Right to Purchase.
           -------------------------

     The Company shall have the right to purchase from an individual all shares
of Company stock distributed under the Plan to such individual (or transferred
pursuant to Section 5.01).  Such right to purchase may be exercised by the
Company by written notice and offer of payment to the individual at any time
within a six-month repurchase period that begins six months and one day
following the date the shares of Company stock were distributed from the Plan.
The price paid to the individual shall be equal to the Market Price of the
shares at the time the shares are repurchased.  If the Company should elect not
to purchase the individual's shares of Company stock during the repurchase
period, those shares will remain subject to the Company's right of first refusal
described in Section 5.01.

     5.03  Stock Restrictions.
           ------------------

     Any Company stock distributed pursuant to the terms of the Plan shall be
subject to the transfer restrictions and repurchase rights of this Article V.

                                   ARTICLE VI
                  REDEMPTION OF SHARES AT PARTICIPANT'S OPTION

     6.01  Participant's Right to Sell Shares to the Company.
           -------------------------------------------------

     Subject to the terms and conditions set forth in this Article VI, a
Participant or beneficiary who acquires shares of Company stock under the Plan
as a result of the Participant's death, disability or normal retirement (i.e.,
termination after attainment of age 65) may elect to sell such shares to the
Company after having held such shares for six months after distribution.  The
Participant's election must be made within 90 days after satisfaction of the
applicable 6-month holding requirement described above, and the right to sell
shares to the Company shall expire if the Participant or beneficiary does not so
elect during such period.  To sell shares to the Company under this Section
6.01, the Participant or beneficiary must notify the Company in writing during
the applicable period, state the number of shares which the Participant or
beneficiary wishes to sell and satisfy any other conditions as may be
established by the Committee.  The price that the Company will pay for such
shares will be the Market Price of the shares on the date purchased.

     6.02  Conditions.
           ----------

     The Company's obligations under this Article VI will be conditioned on the
satisfaction of both of the following:  (a) the purchase by the Company will not
violate, breach, or result in a default of, any other legal or contractual
covenants, restrictions or conditions applicable to the Company, including any
covenants or conditions under the Company's loan documents; and (b) the total
purchase price for all shares of Company stock redeemed in any fiscal year,
whether under the Plan or otherwise, does not exceed 20% of the Company's cash
plus cash available under credit agreements as of the end of the previous fiscal
year.

     If any of the conditions in this Section 6.02 are not met as to any shares
offered by any Participants or beneficiaries, then the Company will instead
purchase the number of shares permitted under the conditions set forth above
from each Participant and beneficiary electing to sell his shares under this
Plan on a pro rata basis (based on the number of shares offered).  If any shares
are not purchased due to the above conditions, the Company shall notify the
Participant(s) and beneficiary(ies) of such event.  The Committee may waive any
of the above conditions or limitations at the Committee's sole discretion.

     6.03  Procedures for Purchase of Company Stock.
           ----------------------------------------

     The Company shall pay the purchase price for the shares of Company stock
acquired either under this Article VI or under the Company's rights of first
refusal or repurchase under Article V in a lump sum cash payment.  The
Participant shall deliver to the Company any stock certificate(s) representing
the Company stock being purchased by the Company, said certificate(s) to be duly
endorsed or accompanied by appropriate stock power(s) executed in blank and
otherwise in proper form for transfer to the Company.

     6.04  Changes in Corporate Status.
           ---------------------------

     The provisions of this Article VI relating to the Participant's rights to
sell Company stock to the Company shall not apply if a Public Market exists for
the Company's common stock, substantially all of the Company's assets are
acquired by another person or entity, or the Company undergoes a merger, share
exchange, or combination with any other entity.  A "Public Market" for the
common stock exists if the stock is traded on a national or regional stock
exchange registered under the Securities Exchange Act of 1934, or if the stock
is quoted on the National Association of Securities Dealers Automated Quotation
system.

     6.05  Other Redemptions.
           -----------------

     Nothing in this Article VI prohibits the Company from purchasing a
Participant's stock at another time and/or in larger amounts than required
hereunder, so long as the transaction complies with applicable law, the purchase
price does not exceed the Market Price of the stock and the parties mutually
agree to such a purchase.

                                  ARTICLE VII
                                 MISCELLANEOUS

     7.01  No Right To Continued Employment.
           --------------------------------

     Participation in this Plan or the payment of any benefit hereunder, shall
not be construed as giving to the Participant any right to be retained in the
service of the Company, limiting in any way the right of the Company to
terminate the Participant's employment at any time, evidencing any agreement or
understanding, express or implied, that the Company will employ the Participant
in any particular position or at any particular rate of compensation and/or
guaranteeing the Participant any right to receive a salary increase in any year,
such increase being granted only at the sole discretion of the Company.

     7.02  Unfunded Status.
           ---------------

     Each Participant's Accounts shall be utilized solely as a device for the
measurement and determination of the amounts to be paid to such Participant
under the Plan.  Participant Accounts shall be bookkeeping accounts only and no
Participant or beneficiary shall have any proprietary rights in any assets held
by the Company, whether or not held for the purpose of funding the Company's
obligation under this Plan.  This Plan constitutes the mere promise of the
Company to make benefit payments in the future.  To the extent that any
Participant or beneficiary acquires a right to receive any payment from the
Company pursuant to this Plan, such right shall be no greater than the right of
an unsecured general creditor of the Company.

     Nothing contained in this Plan and no action taken pursuant to this Plan
shall create or be construed to create a trust of any kind or any fiduciary
relationship between the Company and any Participant or beneficiary or any other
person.  The Plan does not, and shall not be construed to, require the Company
to segregate or earmark any shares of Company stock or any of the Company's
assets for the benefit of a Participant or his/her beneficiary.  Any reserves
that may be established by the Company in connection with this Plan shall
continue to be treated as the assets of the Company for federal income tax
purposes and remain subject to the claims of the Company's creditors.

     7.03  Assignment Not Permitted.
           ------------------------

     The right of Participant or any other person to the payment of deferred
compensation or other benefits under this Plan shall not be assigned,
transferred, pledged or encumbered.

     7.04  Impact on Other Plans.
           ---------------------

     The Participant agrees that any amounts deferred and any benefits paid
under this Plan will not be taken into account as "wages," "salary" or
"compensation" in determining the amount of any payment or allocation, or for
any other purpose, under any other benefit plan of the Company, unless the other
benefit plan specifically so provides.

     7.05  Taxes.
           -----

     To the extent required by law, the Company shall withhold any taxes
required to be withheld by the federal or any state or local government from
payments made hereunder or from any other amounts paid to a Participant by the
Company.  In lieu of part or all of any payment under the Plan, the Participant
may elect, subject to such rules and regulations as the Committee may adopt from
time to time, or the Committee may require, that the Company withhold from the
shares of Company stock to be paid hereunder that number of shares having a
Market Price equal to the Company's minimum required statutory withholding
obligation.

     7.06  Competence of Payees.
           --------------------

     Every person receiving or claiming payments hereunder shall be conclusively
presumed to be mentally competent until the date on which the Company receives a
written notice, in form and manner acceptable to it, that such person in
incompetent and that a guardian, conservator, or other person legally vested
with the management of his estate has been appointed.  In the event a guardian
or conservator of the estate or any person receiving or claiming payments
hereunder shall be appointed by a court of competent jurisdiction, payments may
be made to such guardian or conservator provided that proper proof of
appointment and continuing qualification is furnished in a form and manner
acceptable to the Company.  Any such payment so made shall be a complete
discharge of any liability therefor.

     7.07  Notices.
           -------

     All notices, requests or other communications under the Plan shall be in
writing and are deemed given if delivered personally or if delivered by
registered or certified mail (return receipt requested) to the following
addresses:  if provided to a Participant, to the Participant's last known
address appearing on the records in the Company's human resources department;
and if to the Company, to The Ziegler Companies, Inc., 250 East Wisconsin
Avenue, Milwaukee, Wisconsin 53202-4298, attention Chief Administrative Officer
or General Counsel (unless directed otherwise by the Company).

     7.08  Securities and Related Matters.
           ------------------------------

     If at any time the Committee determines in its discretion that action is
necessary to comply with any requirement of the Exchange Act, any national
securities exchange or any state or federal law, or the consent or approval of
any governmental regulatory body is necessary or desirable as a condition of or
in connection with the delivery of shares of Company stock under this Plan, no
payment will be made and no shares of Company stock will be delivered unless and
until such action, consent or approval shall have been effected or obtained, or
otherwise provided for, free of any conditions not acceptable to the Committee.
To the extent that Rule 16b-3 under Section 16(b) of the Exchange Act applies to
any transactions under the Plan, the Company may take any actions it deems
necessary or desirable to ensure compliance with such Rule 16b-3.

                                  ARTICLE VIII
                                 ADMINISTRATION

     8.01  Interpretation of Plan.
           ----------------------

     The Committee shall be responsible for the interpretation of the Plan.  The
Committee shall have full and complete discretionary authority to determine
eligibility and benefits under the Plan, to construe the terms of the Plan and
to decide any matter presented through the claims procedure.  Any final
determination by the Committee shall be binding on all parties.  If challenged
in court, such determination shall not be subject to de novo review and shall
not be overturned unless proven to be arbitrary and capricious based upon the
evidence considered by the Committee at the time of such determination.  The
Committee may adopt such rules or regulations as it may deem necessary or
advisable for the administration of the Plan.

     8.02  Amendment or Termination.
           ------------------------

     The Company reserves the right to amend or terminate the Plan at any time;
provided, however, that any amendment or termination shall not reduce benefits
already allocated to the Participant without the Participant's consent.  In the
event the Plan is terminated, the Accounts shall be distributed to the
Participants as soon as practicable following the date of Plan termination.
This Plan shall be binding on and inure to the benefit of Company, its
successors and assigns and of Participants and their respective beneficiaries,
heirs, executors, administrators and legal representatives.

     8.03  Claims Procedure.
           ----------------

     If the Participant or the Participant's beneficiary (hereinafter referred
to as a "Claimant") is denied all or a portion of an expected benefit under the
Plan for any reason, he or she may file a claim with the Committee.  The
Committee shall notify the Claimant within 60 days of allowance or denial of the
claim, unless the Claimant receives written notice from the Committee prior to
the end of the sixty (60) day period stating that special circumstances require
an extension of the time for decision and specifying the expected date of
decision.  The notice of the Committee's decision shall be in writing, sent by
mail to the Claimant's last known address, and if a denial of the claim, must
contain the following information:

          (a)  the specific reasons for the denial;

          (b)  specific reference to pertinent provisions of the Plan on which
               the denial is based; and

          (c)  if applicable, a description of any additional information or
               material necessary to perfect the claim, an explanation of why
               such information or material is necessary, and an explanation of
               the claims review procedure.

     8.04  Review Procedure.
           ----------------

     A Claimant is entitled to request a review of any denial of his claim by
the Committee.  The request for review must be submitted in writing within 60
days after receipt of the notice of the denial.  The timely filing of such a
request is necessary to preserve any legal recourse which may be available to
the claimant and, absent a request for review within the 60-day period, the
claim will be deemed to be conclusively denied.  Upon receipt of a written
request for review, the Claimant or his representatives shall be entitled to
review all pertinent documents, and to submit issues and comments in writing for
consideration by the Committee.

     The Committee shall fully and fairly review the matter and shall promptly
respond to the claimant, in writing, of its decision within 60 days after
receipt of the review request.  Due to special circumstances, if no response has
been provided within the first 60 days, and notice of the need for additional
time has been furnished within such period, the review and response may be made
within the following 60 days.  The Committee's decision shall include specific
reasons for the decision, including references to the particular Plan provisions
upon which the decision is based.

     Any claim involving a disability determination shall comply with the time
periods and other requirements for determination and review of disability claims
in applicable Department of Labor regulations, to the extent required by such
regulations.

     IN WITNESS WHEREOF, the Company has adopted this amended and restated Plan
as of the _____ day of _______________, 2002.

                                   THE ZIEGLER COMPANIES, INC.


                                   By
                                     ------------------------------------------

                                   Name
                                       ----------------------------------------

                                   Position
                                           ------------------------------------


</TEXT>
</DOCUMENT>
