MIDLAND CO
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<TYPE>EX-10
<SEQUENCE>3
<FILENAME>0003.txt
<TEXT>


							Exhibit 10.3

			     THE MIDLAND COMPANY
			TOTAL REWARDS INCENTIVE PLANS

	The Midland Company Total Rewards Incentive Plan (the "Plan") is adopted
effective the 2000 fiscal year of The Midland Company (the "Company") and its
subsidiaries and/or its affiliates, Midland-Guardian Co., MG Transport Service,
Inc. and American Modern Insurance Group and such other subsidiaries as may be
designated by the Company from time to time.  The Plan is established and
maintained by the Company for the purpose of encouraging eligible employees of
the Company and its subsidiaries to become engaged in and share in the success
of the Company.

	1.      Participants  Participants shall be all employees of the Company
	and its subsidiaries who are employed as of December 31 of any calendar
	year, subject to the exceptions noted below.  The Company may choose to
	expand or contract the number of Participants eligible to participate
	in the Plan as its sole discretion.

	2.      Amount of Annual Incentive  The amount of any incentive payable
	to eligible employees shall be discretionary as determined by the
	Company.

	3.      Eligibility  Participants will be eligible to receive the
	incentive described in Section 2 if they are employed as of the day of
	the calendar year on which the incentive is paid.  Participants who
	leave the employment of The Midland Company before the date the
	incentive is paid, whether involuntarily or voluntarily, are ineligible
	to receive payment of the incentive.  Participants hired after September
	30th of any calendar year are ineligible to receive payment of any
	incentive for the calendar year in which they are hired.  Participants
	hired after December 31, but prior to September 30th, are eligible to
	receive a pro rated amount of any incentive payable for the calendar
	year in which they are hired, based on the number of days worked during
	such calendar year.

	4.      Employee Performance Criteria  The foregoing notwithstanding, no
	incentive will be paid to an otherwise eligible employee who is placed
	on probation at any time during the calendar year for which the
	incentive is payable.  Further, if any otherwise eligible employee
	receives a performance review results in a rating of below "Meets
	Expectations" any incentive otherwise payable for any calendar year, or
	portion thereof, in which such rating is effective, shall be reduced by
	40%.

	5.      Requirement of Company Profitability  Regardless of the
	performance of any of the subsidiaries or business units of the Company,
	no incentive shall be paid to any otherwise eligible Participant in the
	event the Company does not earn a profit as determined by the Company's
	Board of Directors for a calendar year.

	6.      Determinations as to Incentive Payments  All determinations as
	to a Participant's eligibility to receive an incentive, the payment of
	an incentive for the Company or any of its subsidiaries or business
	units or any other matters related to the Plan shall be determined
	solely in the Company's discretion and the Company's decision shall be
	final and binding with respect to all Participants and other parties
	involved in the Plan.

	7.      Amendment of Termination  The Company may amend or terminate any
	incentive plan at its sole discretion and the Company's decision shall
	be final and binding with respect to such determinations.


					THE MIDLAND COMPANY

					By: /s/John I Von Lehman

					Date: January 3, 2000

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