                                   ___________

                                   No. 95-3309
                                   ___________


Candace J. Wilson,                     *
                                       *
             Appellant,                *
                                       *   Appeal from the United States
        v.                             *   District Court for the
                                       *   Eastern District of Missouri.
The Prudential Insurance               *
Company, of America,                   *
                                       *
             Appellee.                 *

                                   __________

                     Submitted:    February 16, 1996

                          Filed:   September 27, 1996
                                   __________

Before WOLLMAN, HEANEY, and MAGILL, Circuit Judges.

                                   ___________


MAGILL, Circuit Judge.


        This appeal requires us to interpret the language of a benefit
exclusion clause of an Employee Retirement Income Security Act (ERISA)
plan.    See 29 U.S.C. §§ 1001-1461 (1994).     Candace Wilson was paralyzed as
a result of injuries incurred while working as an agricultural laborer for
Midway Dairy Farms II (Midway) and sought insurance coverage for her
medical bills from a health benefits plan (the Plan) provided by The
Prudential Insurance Company (Prudential).          Prudential denied medical
benefits to Wilson on the ground that the Plan excludes benefits for work
related injuries.
Wilson sued and the district court1 granted summary judgment to Prudential.
We affirm.


                                            I.


     Wilson was employed as a laborer on a dairy farm run by Midway.
Midway purchased a group medical insurance policy from Prudential.                   The
policy constituted an employee benefit plan within the meaning of ERISA,
and Wilson was a participant in the Plan.


     On August 22, 1994, Wilson was struck by a cow while working at the
dairy farm.    She was immediately taken to a hospital in Cape Girardeau,
Missouri,    and   shortly   thereafter      she   was    transferred   to   St.   Louis
University    Medical   Center   in   St.    Louis,      Missouri.   After   receiving
immediate treatment, she was transferred to St. John's Mercy Hospital for
rehabilitation.     Despite all of the medical care given, Wilson now has
complete paraplegia.


     As a result of the accident and treatment, Wilson has incurred
substantial medical costs.       She submitted these bills to Prudential for
payment under the Plan.      However, Prudential denied these claims, declaring
that under the Plan no benefits are payable for work related injuries.               See
Letter Denying Benefits (Sept. 8, 1994), reprinted in J.A. at A168.                Wilson
requested reconsideration of this decision and Prudential upheld its
earlier denial of benefits.      See Letter Denying Benefits (Nov. 16, 1994),
reprinted in J.A. at A249-50.


     In denying Wilson medical benefits, Prudential relied on a Plan
provision excluding coverage for work connected injury or disease charges.
This provision states that there will be no




      1
       The Honorable George F. Gunn, Jr., United States District
Judge for the Eastern District of Missouri, adopting the review and
recommendation of the Honorable William S. Bahn, United States
Magistrate Judge for the Eastern District of Missouri.

                                        -2-
coverage for:


      A charge in connection with injury or disease that is eligible
      under any workers' compensation law, occupational disease law
      or similar law. This applies if you could be covered under
      such laws. But if you are a partner, proprietor or corporate
      executive officer of the Employer, this (1) applies only if you
      are covered.


See J.A. at A85.


      Under Missouri law, employers of agricultural labor such as Midway
are   exempted    from   the   workers'    compensation    law's    requirement    that
employers furnish compensation to employees injured in the course of
employment.      See Mo. Rev. Stat. §§ 287.090(1), 287.120 (1993).            However,
such employers may elect to come under the workers' compensation provisions
by either (1) filing a notice of election with the Division of Worker's
Compensation     of   the   State   of    Missouri,   or   (2)   purchasing   a   valid
compensation insurance policy.           See Mo. Rev. Stat. § 287.090(2) (1993).


      Midway never exercised either of these options, and thus Wilson's
injuries were not covered by the workers' compensation laws.               Prudential
denied her claims under the provision quoted above because her injuries
could have been covered by workers' compensation if her employer had
elected to come within the workers' compensation provisions.


      In January 1995, Wilson filed suit in the Circuit Court of Cape
Girardeau, Missouri, contending that: (1) Prudential was responsible for
the medical bills arising out of the August 22 accident; (2) Prudential's
refusal to pay the claims amounted to a breach of fiduciary duty; and (3)
Prudential's refusal to pay the claims was vexatious.              Because this cause
of action is preempted by ERISA, Prudential removed the case to the federal
district court in




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February 1995.    After removal, Wilson added a fourth count to the suit--
that Prudential should be equitably estopped from denying her medical
benefits because it had paid such benefits to other claimants in similar
situations.     See Second Am. Compl. (May 5, 1995), reprinted in J.A. at
A169-76.


     Before Wilson filed her second amended complaint, Prudential moved
for summary judgment, contending that, as to the first two counts, the Plan
exclusion was not ambiguous and that Wilson's injuries were not covered by
the Plan.      Prudential further noted that Wilson's claim for vexatious
refusal to pay was preempted by ERISA.


     The district court granted summary judgment to Prudential on all four
counts.    Reviewing Prudential's denial of benefits de novo, the district
court concluded that the exclusion provision was not ambiguous and that it
clearly operated to deny Wilson benefits.   The court further concluded that
neither the vexatious refusal to pay claim nor the equitable estoppel claim
were viable.    Wilson appeals the ruling as to Count I and Count IV of her
second amended complaint, contending that (1) her medical injuries are
covered by the Plan, and (2) Prudential should be estopped from claiming
that the exclusion applies.


                                     II.


     When reviewing a plan administrator's decision to deny benefits to
a claimant, "a reviewing court should apply a de novo standard of review
unless the plan gives the 'administrator or fiduciary discretionary
authority to determine eligibility for benefits or to construe the terms
of the plan.'"     Donaho v. FMC Corp., 74 F.3d 894, 898 (8th Cir. 1996)
(quoting Firestone Tire & Rubber Co. v. Bruch, 489 U.S. 101, 115 (1989)).
Wilson asserts, and Prudential does not dispute, that the Plan does not
vest discretionary interpretive authority in Prudential.     We therefore




                                     -4-
review the denial of benefits de novo.


     In interpreting ERISA plans, the plainly stated terms "should be
accorded their ordinary, and not specialized, meanings."        Brewer v. Lincoln
Nat'l Life Ins. Co., 921 F.2d 150, 154 (8th Cir. 1990), cert. denied, 501
U.S. 1238 (1991).       We must construe each provision consistently with the
others and as part of an integrated whole so as to render none of them
nugatory and to avoid illusory promises.        A contract is ambiguous when it
is reasonably susceptible to more than one interpretation.           See Ehrhardt
v. Penn Mut. Life Ins. Co., 902 F.2d 664, 667 (8th Cir.), cert. denied, 498
U.S. 855 (1990).    After carefully reviewing the benefit exemption at issue,
we conclude that it is not ambiguous and that it excludes Wilson's
workplace injuries from coverage.


     Under its terms, the Plan exclusion denies benefits to those who
could be covered by Missouri workers' compensation law and who suffer a
workplace injury or disease.       The exclusion is best understood when each
of its three sentences is explained separately.


     The first sentence states that benefits exclusion applies to "[a]
charge in connection with injury or disease that is eligible under any
workers' compensation law, occupation disease law or similar law."            J.A.
at A85.   This sets the first condition of the exclusion--the injury or
illness   must     be   of   the   type    covered   by   workers'   compensation.
Significantly, the sentence does not state that the claimant must be
covered by workers' compensation herself.        Indeed, it makes no mention of
the status of the claimant, but rather only the nature of the claimant's
injury.   Because Wilson incurred her injury in the course of her employment
at Midway, an injury within the scope of workers' compensation coverage,
she satisfies the first exclusion requirement.


     The second sentence imposes the second condition of the




                                          -5-
exclusion, stating that "[t]his applies if you could be covered under such
laws."    Id.   "This" is synonymous with "exclusion."   It clarifies that any
Plan claimant who is covered by workers' compensation, or is not covered
by workers' compensation but could be, will be subject to the exclusion.
While Missouri law clearly excludes agricultural employers from mandatory
participation in the workers' compensation program, it also gives employers
an   opportunity to opt into the program by either filing notice of
acceptance of the provision or by purchasing a valid compensation insurance
policy.   Because Midway had this option, Wilson could have been covered by
workers' compensation even though she was not.


      The third, and final, sentence exists to modify the second.          It
limits the effect of the exclusion for a specific subset of Plan holders
by stating, "But if you are a partner, proprietor or corporate executive
officer of the Employer, this (1) applies only if you are covered."       Id.
In other words, for most classes of Plan holders, the fact that they could
be covered by workers' compensation is enough to satisfy the terms of the
exclusion.      For partners, proprietors, and corporate executives, however,
they must in fact be covered.      Significantly, this third sentence can be
tied to Mo. Rev. Stat. § 287.035 (1994), which allows partners, copartners,
and sole proprietors to receive workers' compensation benefits only when
they have individually elected to procure insurance policy protection.
While agricultural employers and partners, copartners, and proprietors have
a similar opt-out status with respect to Missouri's workers' compensation
law, the Plan's benefits exclusion makes specific accommodation of this in-
between status only with respect to the latter.


      Wilson offers an alternative interpretation of the exclusion.
According to Wilson, the Plan exclusion refers only to individuals who are
actually within the coverage of Missouri's workers' compensation scheme.
Wilson believes this exclusion is intended to encourage individuals who
participate in the Plan and workers'




                                       -6-
compensation and who suffer an injury covered by both to claim the workers'
compensation benefits.            As an example, Wilson suggests that an employee who
fails to file a workers' compensation claim within the applicable time
period, see Mo. Rev. Stat. § 287.430 (1994), or an employee who fails to
report      an    injury     to    his    employer       in   thirty   days    absent       special
circumstances, see Mo. Rev. Stat. § 287.430 (1994), falls squarely into
Prudential's exclusion because their injury could have been covered by
workers' compensation, but was not due only to inaction on the claimant's
part.


        This     interpretation          cannot    accommodate      the   exclusion's         third
sentence, however.           In the third sentence, the exclusion singles out a
class of people who have an opt-in status with workers' compensation and
states that they must exercise that option in order for the exclusion to
apply.      This sentence clearly concerns the status of an individual vis-a-
vis workers' compensation.               This fact makes Wilson's contention that the
exclusion        deals     with    the    status     of    an   injury    vis-a-vis     workers'
compensation untenable.2


                                                  III.


        Because Midway's health benefits plan is unambiguous in excluding
agricultural       workers        from   receiving        medical   coverage    for     workplace
injuries, we affirm the district court.


HEANEY, Circuit Judge, dissenting.


        I respectfully dissent.              Under the plain language of its Plan,
Prudential must provide Wilson with relief for her injuries.                          The




        2
      Because the Plan exclusion is not ambiguous, we do not reach
Wilson's equitable estoppel argument. See Slice v. Sons of Norway,
34 F.3d 630, 634 (8th Cir. 1994) ("Estoppel can only be employed
when the terms of the plan are ambiguous and the communications
constitute an interpretation of that ambiguity.").

                                                  -7-
injuries do not fall under the Plan's exclusion because they were not
"eligible for coverage" under any other compensation law and Wilson could
not be covered under those laws.


     Missouri   law   specifically   excludes   agricultural   employers   from
mandatory participation in its workers' compensation program.     Accordingly,
because Midway did not voluntarily accept workers' compensation liability,
its employees' injuries were not eligible for coverage.    Moreover, Midway's
decision prevented Wilson from being able to obtain workers' compensation
coverage:   there was nothing in her power that she could do to ensure
coverage.   The Plan's exclusion should apply only to those workers who,
through their own inaction, failed to take the necessary steps to procure
compensation for their injuries.       Thus, I would reverse the district
court's order and grant Wilson the compensation to which she is entitled.


     A true copy.


            Attest:


                 CLERK, U. S. COURT OF APPEALS, EIGHTH CIRCUIT.




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