CNA INSURANCE COMPANIES [LETTERHEAD] Continental Casualty Company [LETTERHEAD] Policy Number, SR-83099599 Application is hereby made to the Continental Casualty Company for a policy of group disability income insurance based on the following statements and representations: 1. Employer: The Morgan Group, Inc. Address: 2746 US 20 West City: Elkhart State: IN Zip Code: 46514 Nature of Business: Transportation Services 2. What period of time must elapse before an employee is eligible for this coverage? Present Employees: 0 days New Employees: 0 days The following group or groups of employees are eligible: DESCRIPTION OF ELIGIBLE EMPLOYEES Class 1: All active, full-time* Officers and Management. Class II: All active, full-time* Employees excluding Truck Drivers, Warehouse Employees, Officers and Management. *"Active, full-time" means an employee works at least 30 hours per week. Part-time, temporary or seasonal employees are not eligible. 3. Total Number of Employees on Payroll: 341 Total Number Eligible: 341 4. Insured Employee Occupation Period: Class 1: To the end of the Maximum Period Payable. Class 11: 24 months 5. Premium is calculated by: SEE ADDENDUM 1. 6. Premium is payable in the following manner: SEE ADDENDUM 1. 7. What percent of the premium is to be paid by the Employer? 100% 8. This policy shall be made effective at 12:01 A.M., Standard Time at the above address of the Employer on January 1, 1998. The insurance of Employees who become eligible after the effective date of this policy shall become effective on the first day of the month that falls on or next follows the date the employee becomes eligible for this insurance. 9. Schedule of Benefits MONTHLY BENEFIT 67% of the Insured Employee's salary (1) or $10,000, whichever is the lesser amount, minus the reductions in (2) below. 60% of the Insured Employee's salary (1) or $4,000, whichever is the lesser amount, minus the reductions in (2) below. MAXIMUM PERIOD PAYABLE See Addendum 3. ELIMINATION PERIOD 180 days Includes Features Checked [ ] PARTIAL DISABILITY BENEFIT - REDUCTION. [ ] REHABILITATIVE EMPLOYMENT BENEFIT - REDUCTION: [X] RESIDUAL DISABILITY BENEFIT [X] SURVIVOR INCOME BENEFIT - MAXIMUM PERIOD PAYABLE: 6 MONTHS [ ] COST OF LIVING ADJUSTMENT BENEFIT (1) See Addendum 2 (2) See Addendum 2 AGENT OR BROKER EMPLOYER Name of Firm: Financial Name: Lyle C. Haws Partners, Inc. ---------------------- (please print) Name of agent or broker (please print): Title: VP-Human Resources Melvin Jacobson Signature: /s/ Melvin Jacobson Signature: /s/ Lyle C. Haws ------------------- Date: March 30, 1998 Date: March 9, 1998 ADDENDUM 1 SR-83099599 Policy Number The Morgan Group, Inc. January 1, 1998 Employer Effective Date 5. Premium is calculated by: Multiplying the total insured salary by .0033. Do not include salary for any individual in excess of per month in the premium calculation. Class I: $15,000 Class II: $ 6,667 6. Premium is payable in the following manner: The policy is issued in consideration of the payment in arrears of the monthly premium. The monthly premium is calculated at the premium rate stated above. Such payment shall be made within 20 days after the end of each monthly premium accounting period and shall be accompanied by a premium adjustment report. If an addition, termination or change in insurance takes place other than on a regular due date, any premium adjustment will take effect on the next due date. If notice of termination or change is received more than six months after the termination or change became effective, We are not required to give a refund or credit for the period in excess of six months. "Salary" as used in Statements 5 and 6 shall mean the monthly wage or salary paid to the Insured Employee by the Employer excluding commissions, overtime earnings, incentive pay, bonuses or other compensation. ADDENDUM 2 SR-83099599 Policy Number The Morgan Group, Inc. January 1, 1998 Employer Effective Date (1) "Salary" means the monthly wage or salary that the Insured Employee was receiving from the Employer on the date the Disability began. It excludes commissions, overtime earnings, incentive pay, bonuses or other compensation. (2) The Monthly Benefit under this policy shall be reduced by: 1. Disability benefits paid, payable, or for which there is a right under: a. The Social Security Act, including any amounts for which the Insured Employee's dependents may qualify because of the Insured Employee's Disability, b. Any Workers Compensation or Occupational Disease Act or Law, or any other law which provides compensation for an occupational injury or sickness, or c. Any State Disability Benefit Law: 2. Disability benefits paid under: a. Any group insurance plan provided by or through the Employer: b. Any formal sick leave plan provided by the Employer; c. Any Retirement Plan provided by the Employer; or 3. Retirement benefits paid under the Social Security Act including any amounts for which the Insured Employee's dependents may qualify because of the Insured Employee's retirement; 4. Retirement benefits paid under a Retirement Plan provided by the Employer except for amounts attributable to the Insured Employee's contributions. If any benefit described above is paid in a single sum through compromise settlement or as an advance on future liability, the amount which pertains to the Insured Employee's Disability will be divided by the number of months from the date of its receipt to the end of the benefit period applicable to the Insured Employee. The result shall be deducted from the Insured Employee's Monthly Benefit. The Monthly Benefit, after the reductions stated above, if any, will not be further reduced for subsequent cost-of-living increases which are paid, payable, or for which there is a right under any other benefit described above. "Retirement Plan" means a plan which provides retirement benefits to employees and is not funded wholly by employee contributions. It does not include: 1) a profit sharing plan, a thrift or savings plan; 2) an individual retirement account (IRA); 3) a tax sheltered annuity (TSA); 4) a stock ownership plan; or 5) a deferred compensation plan. In no event will the Monthly Benefit payable for Total Disability (but not for Residual Disability) be reduced to less than $100 or 10% of the Insured Employee's Monthly Benefit prior to the reductions stated above, whichever is greater. ADDENDUM 3 The Morgan Group, Inc. Employer Applicable to Class 1: MAXIMUM PERIOD PAYABLE Age on Date Disability Commences 61 years or younger 62 years 63 years 64 years 65 years 66 years 67 years 68 years 69 years or older Applicable to Class II: 65 years 66 years 67 years 68 years 69 years or older SR-83099599 Policy Number January 1, 1998 Effective Date To the Insured Employee's 65th birthday 42 months 36 months 30 months 24 months 21 months 18 months 15 months 12 months 24 months 21 months 18 months 15 months 12 months ADDENDUM 4 SR-83099599 Policy Number The Morgan Group, Inc. January 1, 1998 Employer Effective Date Listed below are the Subsidiaries and/or Affiliates insured under this policy: Morgan Drive Away Interstate Indemnity Transfer Drivers, Inc. (T.D.I.) Morgan Financial, Inc.