AMENDED AND RESTATED PLEDGE AGREEMENT


AMENDED AND RESTATED PLEDGE AGREEMENT, dated as of September 23, 1998,
between FLEET NATIONAL BANK, a national banking association (the "Bank"),
and STANDARD MANAGEMENT CORPORATION, an Indiana corporation (the
"Pledgor").

WHEREAS, the Pledgor is the owner of all of the issued and outstanding
capital stock (the "Pledged Shares") of Standard Life Insurance Company
of Indiana, an Indiana corporation ("Standard Life"), and of Standard
Marketing Corporation, an Indiana corporation ("Standard Marketing," and
collectively referred to herein with Standard Life as the
"Subsidiaries"); and

WHEREAS, the Bank and the Pledgor entered into an Amended and Restated
Revolving Line of Credit Agreement dated as of November 8, 1996 (the
"Existing Credit Agreement") pursuant to which the Bank agreed to make
certain loans to the Pledgor in the principal amount of up to
$16,000,000; and

WHEREAS, the Bank and the Pledgor entered into an Amendment No. 1 to
Amended and Restated Revolving Line of Credit Agreement and Other Loan
Documents (the "Amendment No. 1") pursuant to which the Bank agreed to
make certain loans to the  Pledgor in the principal amount of up to
$20,000,000; and

WHEREAS, as of the date hereof, the Bank and the Pledgor are entering
into an Amendment No. 2 to Amended and Restated Revolving Line of Credit
Agreement and Other Loan Documents (the "Amendment No. 2") (the Existing
Credit Agreement, as amended by the Amendment No. 1, the Amendment No. 2
and as it may hereafter be amended or otherwise modified from time to
time, being hereinafter referred to as the "Revolving Line of Credit
Agreement"; terms used herein and not otherwise defined having the
meaning set forth therein) in order to increase the Commitment of the
Bank to make Revolving Credit Loans to the Pledgor under the Existing
Credit Agreement in the principal amount of up to $26,000,000; and

WHEREAS, it is a condition precedent to the making of the Loans by the
Bank to the Pledgor under the Revolving Line of Credit Agreement that the
Pledgor shall have made the pledge and granted the Bank a perfected
security interest in the Pledged Shares as contemplated by this Amended
and Restated Pledge Agreement; and

WHEREAS, each of the parties hereto desires to take such other actions as
may be necessary or desirable so that the Bank will have a perfected
security interest in the Pledged Shares; and

WHEREAS, all terms used herein and not otherwise defined shall have the
meanings set forth in the Revolving Line of Credit Agreement.

NOW THEREFORE, in consideration of the premises contained herein and in
order to induce the Bank to make the Loans under the Revolving Line of
Credit Agreement, the parties hereto hereby agree as follows:

          SECTION 1.PLEDGE AND GRANT OF SECURITY.  The Pledgor hereby
pledges to the Bank and grants to the Bank a security interest in the
following (the "Pledged Collateral"):

                    (i)the Pledged Shares and the certificates
representing the Pledged Shares, and all dividends, cash, instruments and
other property from time to time received, receivable or otherwise
distributed in respect of or in exchange for any or all of the Pledged
Shares;

                    (ii)all additional shares of stock of any issuer from
time to time acquired by the Pledgor in substitution for or in addition
to the Pledged Shares or otherwise in any manner, and the certificates
representing such substituted or additional shares, and all dividends,
cash, instruments and other property from time to time received,
receivable or otherwise distributed in respect of or in exchange for any
or all of such shares; and

                    (iii)all proceeds of any and all of the foregoing
Pledged Collateral.

          SECTION 2. SECURITY FOR OBLIGATIONS.

                    (a)This Agreement secures the payment of all
obligations of the Pledgor to the Bank under the Revolving Line of Credit
Agreement, the Note and the other Loan Documents, now or hereafter
existing, whether for principal, interest, fees, expenses or otherwise,
and all obligations of the Pledgor now or hereafter existing under this
Agreement (all such obligations of the Pledgor being the "Obligations").

                    (b)The Pledgor immediately shall cause to be duly and
properly filed all necessary financing statements in all locations
required by applicable law in order to effectuate the perfected security
interest contemplated hereby, including immediately filing amendments or
other financing statements upon any substitution or addition to the
Pledged Collateral.

          SECTION 3. DELIVERY OR OTHER TRANSFER OF PLEDGED COLLATERAL.
All certificates or instruments representing or evidencing the Pledged
Collateral shall be delivered to and held by the Bank pursuant hereto and
shall be in suitable form for transfer by delivery, or shall be
accompanied by duly executed instruments of transfer or assignment in
blank, all in form satisfactory to the Bank.

          SECTION 4. REPRESENTATIONS AND WARRANTIES.  The Pledgor
represents and warrants as follows:

                    (a)The Pledged Shares have been duly authorized and
validly issued and are fully paid and non-assessable.

                    (b)The Pledgor is the legal and beneficial owner of
the Pledged Collateral, free and clear of any lien, security interest,
option or other charge or encumbrance except for the security interest
created by this Agreement.

                    (c)The pledge of, and grant of a security interest
in, the Pledged Collateral pursuant to this Agreement creates a valid and
perfected first priority security interest in the Pledged Collateral,
securing the payment of the Obligations.

                    (d)All filings and other actions necessary or
desirable to perfect and protect the security interest created by this
Agreement have been duly made or taken, as the case may be, including the
filings of UCC financing statements on Form UCC-1 in the locations set
forth on Schedule A attached hereto, which filings are the only filings
necessary to perfect the Bank's security interest in the Pledged
Collateral.  Except for such financing statements as may have been filed
in favor of the Bank relating to the security interest created by this
Agreement, no effective financing statement or other instrument similar
in effect covering all or any part of the Pledged Collateral is on file
in any recording office.

                    (e)No authorization, approval, or other action by,
and no notice to or filing with, any governmental authority or regulatory
body is required either (i) for the pledge of, and grant of a security
interest in, the Pledged Collateral by the Pledgor pursuant to this
Agreement or for the execution, delivery or performance of this Agreement
by the Pledgor or (ii) for the exercise by the Bank of the voting or
other rights provided for in this Agreement or the remedies in respect of
the Pledged Collateral pursuant to this Agreement.

                    (f)Each of Standard Life and Standard Marketing are
wholly-owned subsidiaries of the Pledgor.  In addition, more than 99% of
the outstanding shares of stock of Dixie National are owned by Standard
Life.

                    (g)The Pledged Shares constitute one hundred percent
(100%) of the issued and outstanding shares of stock of each of Standard
Life and Standard Marketing as indicated on Schedule I attached hereto.

                    (h)The Pledged Shares are not subject to any
shareholder or other agreement relating to the sale, pledge, transfer or
disposition of the Pledged Shares.


               SECTION 5.PERFECTION OF SECURITY INTEREST IN PROCEEDS OR
ADDITIONAL PLEDGED COLLATERAL.  In order to perfect the security interest
of the Bank in any proceeds of the Pledged Collateral or any additional
shares of stock or indebtedness which may be acquired by or otherwise
come into the possession of the Pledgor in substitution for or in
addition to any of the Pledged Collateral, the Pledgor shall cause to be
delivered to the Bank any cash or other property payable in consideration
of the sale of any Pledged Shares and all certificates representing the
Pledged Shares or other securities among the Pledged Collateral, along
with duly executed instruments of transfer or assignment in blank.

          SECTION 6.VOTING RIGHTS; DIVIDENDS, ETC.

               (a)So long as no Event of Default (as defined in the
Revolving Line of Credit Agreement) shall have occurred and be
continuing:

                    (i)The Pledgor shall be entitled to exercise any and
all voting and other consensual rights pertaining to the Pledged
Collateral or any part thereof for any purposes not inconsistent with the
terms of this Agreement or the Revolving Line of Credit Agreement.

                    (ii)The Pledgor shall be entitled to receive and
retain any and all dividends and interest paid in respect of the Pledged
Collateral; PROVIDED, HOWEVER, that any and all

(A)dividends and interest paid or payable other than in cash in respect
of, and instruments and other property received, receivable or otherwise
distributed in respect of, or in exchange for, any Pledged Collateral;

(B)dividends and other distributions paid or payable in cash in respect
of any Pledged Collateral in connection with a partial or total
liquidation or dissolution or in connection with a reduction of capital,
capital surplus or paid-in-surplus; and

(C)cash paid, payable or otherwise distributed in respect of principal
of, or in redemption of, or in exchange for, any Pledged Collateral,
shall be delivered forthwith to the Bank to hold as Pledged Collateral
and shall, if received by the Pledgor, be received in trust for the
benefit of the Bank, be segregated from the other property or funds of
the Pledgor, and be forthwith delivered to the Bank as Pledged Collateral
in the same form as so received (with any necessary endorsement).

               (b)Upon the occurrence and during the continuance of an
Event of Default:

                    (i)All rights of the Pledgor to exercise the voting
and other consensual rights which it would otherwise be entitled to
exercise pursuant to Section 6(a)(i) hereof and to receive the dividends
and interest payments which it would otherwise be authorized to receive
and retain pursuant to Section 6(a)(ii) hereof shall cease, and all such
rights shall thereupon become vested in the Bank, which shall thereupon
have the sole right to exercise such voting and other consensual rights
and to receive and hold as Pledged Collateral such dividends and interest
payments.  The Bank agrees to promptly notify the Pledgor of any such
vesting of rights pursuant to this Section 6(b)(i), provided that the
failure to give such notice shall not affect the validity of any such
vesting or otherwise impair the rights or remedies of the Bank hereunder
or otherwise.

                    (ii)All dividends and interest payments which are
received by the Pledgor contrary to the provisions of paragraph (i) of
this Section 6(b) shall be received in trust for the benefit of the Bank
or its nominee, shall be segregated from other funds of the Pledgor and
shall be forthwith paid over to the Bank or its nominee, as Pledged
Collateral in the same form as so received (with any necessary
endorsement).

          SECTION 7. TRANSFERS AND OTHER LIENS; ADDITIONAL SECURITIES.

                    (a)The Pledgor agrees that it will not (i) sell or
otherwise dispose of, or grant any option with respect to, any of the
Pledged Collateral, or (ii) create or permit to exist any lien, security
interest, or other charge or encumbrance upon or with respect to any of
the Pledged Collateral, except for the security interest under this
Agreement.

                    (b)The Pledgor agrees that it will cause each of the
Subsidiaries to deliver directly to the Bank or its nominee any stock or
other securities which may be issued in addition to, in substitution for
or as a dividend or distribution relating to any of the Pledged
Collateral, and the Pledgor will promptly take any other action
reasonably requested by the Bank to pledge to the Bank immediately upon
acquisition thereof by the Pledgor (whether directly or indirectly), such
additional shares of stock or other securities or indebtedness to be
included in the Pledged Collateral.

                    (c)The Pledgor agrees that it will cause Standard
Life not to (i) sell, pledge, assign or otherwise dispose of, or grant
any option with respect to, any of the capital stock of Dixie National,
or (ii) create or permit to exist any lien, security interest, or other
charge or encumbrance upon or with respect to any of the capital stock of
Dixie National.

          SECTION 8.BANK MAY PERFORM.  If the Pledgor fails to perform
any agreement contained herein, the Bank may itself perform, or cause
performance of, such agreement, and the expenses of the Bank incurred in
connection therewith shall be payable by the Pledgor under Section 11.

          SECTION 9.REASONABLE CARE.  The Bank shall be deemed to have
exercised reasonable care in the custody and preservation of the Pledged
Collateral in its possession if the Pledged Collateral is accorded
treatment substantially equal to that which the Bank accords its own
property.

          SECTION 10. REMEDIES UPON DEFAULT.  If any Event of Default
shall have occurred and be continuing:

                    (a)The Bank may exercise in respect of the Pledged
Collateral, in addition to other rights and remedies provided for herein
or otherwise available to it, all the rights and remedies of a secured
party on default under the Uniform Commercial Code in effect in the State
of Connecticut at that time (the "Code") (whether or not the Code applies
to the affected Collateral), and may also, without notice except as
specified below, sell the Pledged Collateral or any part thereof in one
or more parcels at public or private sale, at any exchange, broker's
board or at any of the Bank's offices or elsewhere, for cash, on credit
or for future delivery, and upon such other terms as the Bank may deem
commercially reasonable.  The Bank agrees to attempt to obtain the
reasonable value of the Pledged Collateral upon any such sale.  The
Pledgor agrees that, to the extent notice of sale shall be required by
law, at least ten days' notice to the Pledgor of the time and place of
any public sale or the time after which any private sale is to be made
shall constitute reasonable notification.  The Bank shall not be
obligated to make any sale of Pledged Collateral regardless of notice of
sale having been given.  The Bank may adjourn any public or private sale
from time to time by announcement at the time and place fixed therefor,
and such sale may, without further notice, be made at the time and place
to which it was so adjourned.

                    (b)Any cash held by the Bank as Pledged Collateral
and all cash proceeds received by the Bank in respect of any sale of,
collection from, or other realization upon all or any part of the Pledged
Collateral may, in the discretion of the Bank, be transferred to the Bank
as collateral for, and/or then or at any time thereafter applied in whole
or in part by the Bank against all or any part of the Obligations in such
order as the Bank shall elect.  Any surplus of such cash or cash proceeds
held by the Bank and remaining after payment in full of all the
Obligations shall be paid over to the Pledgor or to whomsoever may be
lawfully entitled to receive such surplus.

          SECTION 11.FEES AND EXPENSES.  The Pledgor will upon demand pay
to the Bank the amount of any and all reasonable expenses, including the
reasonable fees and expenses of its counsel and of any experts and
agents, which the Bank may incur in connection with (a) the
administration of this Agreement, (b) the custody or preservation of, or
the sale of, collection from, or other realization upon, any of the
Pledged Collateral, (c) the exercise or enforcement of any of the rights
of the Bank hereunder or (d) the failure by the Pledgor to perform or
observe any of the provisions hereof.

          SECTION 12.AMENDMENTS; ETC.  No amendment or waiver of any
provisions of this Agreement nor consent to any departure herefrom, shall
in any event be effective unless, in the case of an amendment, the same
shall be in writing and signed by the Pledgor and the Bank and, in the
case of a waiver and consent, the same shall be in writing and signed by
the Bank, and then such waiver or consent shall be effective only in the
specific instance and for the specific purpose for which given.

          SECTION 13.ADDRESSES FOR NOTICES.  All notices and other
communications provided for hereunder shall be in writing (including
telegraphic communication) and mailed, telegraphed or delivered,

If to the Pledgor:

Standard Management Corporation
9100 Keystone Crossing
Indianapolis, Indiana 46240
Attention:Stephen M. Coons, Esq.
Executive Vice President and General Counsel

If to the Bank:

Fleet National Bank
777 Main Street
Hartford, Connecticut  06115
Attention:Mildred Chavarria Jones
Vice President

or as to any party at such other address as shall be designated by such
party in a written notice to each other party complying as to delivery
with the terms of this Section.  All such notices and other
communications shall, when mailed or telegraphed, respectively, be
effective when deposited in the mails or delivered to the telegraph
company or in the case of personal delivery, upon delivery, in each case,
addressed as aforesaid, except that with respect to notice to the Bank
hereunder, the same shall be effective only upon receipt.

          SECTION 14.FURTHER ASSURANCES.  The Pledgor agrees that at any
time and from time to time, at the expense of the Pledgor, the Pledgor
will promptly execute and deliver all further instruments and documents,
and take all further action, that may be necessary or desirable, or that
the Bank may reasonably request, in order to perfect and protect any
security interest granted or purported to be granted hereby or to enable
the Bank to exercise and enforce its rights and remedies hereunder with
respect to any Pledged Collateral.

          SECTION 15.CONTINUING SECURITY INTERESTS; TRANSFER OF NOTE.
This Agreement shall create a continuing security interest in the Pledged
Collateral and shall (a) remain in full force and effect until payment in
full of the Obligations, (b) be binding upon the Pledgor, its successors
and assigns, (c) be binding upon the Bank, its successors and assigns and
(d) inure to the benefit of the Bank and its successors, transferees and
assigns.  Upon the payment in full of the Obligations, the Pledgor shall
be entitled to the return, upon its request and at its expense, of such
of the Pledged Collateral as shall not have been sold or otherwise
applied pursuant to the terms hereof.

          SECTION 16.GOVERNING LAW; TERMS.  This Agreement shall be
governed by and construed in accordance with the laws of the State of
Connecticut.  Unless otherwise defined herein or in the Revolving Line of
Credit Agreement, terms defined in Articles 8 or 9 of the Uniform
Commercial Code in the State of Connecticut are used herein as therein
defined.

<PAGE>





IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered as of the date first above written.


FLEET NATIONAL BANK


By:  _________________________________
        Name:  James H. Steane II
        Title:Vice President



STANDARD MANAGEMENTCORPORATION


By:  _________________________________
        Name:Stephen M. Coons, Esq.
        Title:Executive Vice President and
General Counsel
<PAGE>





                               SCHEDULE A


                          Locations for Filing
                 UCC FINANCING STATEMENTS ON FORM UCC-1



               Office of the Secretary of State of Indiana
                 Marion, Indiana County Recorder Office



<PAGE>






                               SCHEDULE I

   Attached to and forming a part of that certain Amended and Restated
                                 Pledge
         Agreement dated as of September 23, 1998 by and between
                   STANDARD MANAGEMENT CORPORATION and
                           FLEET NATIONAL BANK


<TABLE>
<CAPTION>
                                                                                  Percentage
                                        Stock                                         of
       STOCK          Class of       Certificate                    Number of     Outstanding
      ISSUER            STOCK          NO(S).        PAR VALUE       SHARES         SHARES
<S>                <C>             <C>            <C>            <C>            <C>
Standard Life          Common             1            None          897,033         100%
Insurance Company
of Indiana
Standard Marketing     Common             1            None           1,000          100%
Corporation
</TABLE>