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                                                                    Exhibit 10.3



                        THE MIDLAND-GUARDIAN CO. SALARIED
                       EMPLOYEES NONQUALIFIED SAVINGS PLAN

       The Midland-Guardian Co. Salaried Employees Nonqualified Savings Plan
(the "Plan") is adopted effective February 1, 1996. The Plan is established and
maintained by The Midland-Guardian Co. (the "Company") for the purpose of
permitting certain of its salaried employees who participate in The
Midland-Guardian Co. Employees Nonqualified Savings Plan to defer compensation
and to receive matching contributions in excess of the limitations on deferrals
and matching contributions imposed by Sections 401(a)(17), 401(k), 402(g) and
415 of the Internal Revenue Code of 1986 as amended.


                                    ARTICLE I
                                   DEFINITIONS

       Wherever used herein, the following terms shall have the meanings
hereinafter set forth:

       1.1 "Accounting Date" means any December 31.

       1.2 "Beneficiary" means the person(s) designated by the Participant to
receive the benefits due the Participant under the Plan.

       1.3 "Board" means the Board of Directors of the Company.

       1.4 "Code" means the Internal Revenue Code of 1986 as amended from time
to time and any regulations relating thereto.

       1.5 "Company" means The Midland-Guardian Co. and any affiliated company
that is a member of a controlled group of corporations as defined in Section
1563 of the Code, or, to the extent provided in Section 8.8 below, any successor
corporation or other entity resulting from a merger or consolidation into or
with the Company or a transfer or sale of substantially all of the assets of the
Company.

       1.6 "Participant" means an employee of the Company who is a participant
under the Qualified Plan or with respect to whom contributions may be made under
the Plan.

       1.7 "Plan" means The Midland-Guardian Co. Salaried Employees Nonqualified
Savings Plan.

       1.8 "Plan Year" means the calendar year or any other twelve (12)
consecutive month period that may be designated by the Company as its fiscal
year and the fiscal year of the qualified plan.

       1.9 "Qualified Plan" means The Midland-Guardian Co. Salaried Employees
Savings Plan effective January 1, 1982 and
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each predecessor, successor or replacement salaried employees cash or deferred
arrangement.

       1.10 "Qualified Plan Subaccount" means the account established for a
Participant under the Qualified Plan.

       1.11 "Supplemental Company Matching Contribution" means the matching
contribution made by the Company for the benefit of a Participant under and in
accordance with the terms of the Plan in any Plan Year.

       1.12 "Supplemental Salary Reduction Contribution" means the salary
reduction contribution made by the Company for the benefit of a Participant
under and in accordance with the terms of the Plan in any Plan Year.

       1.13 "Supplemental Subaccount" means the account maintained by the
Company under the Plan for a Participant that is credited with amounts
contributed under Section 3.1 of the Plan.

       1.14 "Benefits Committee" shall mean the Committee designated by the
Company to administer the Plan.


                                   ARTICLE II
                                   ELIGIBILITY

       2.1 A Participant who is eligible to receive the benefit of Qualified
Plan Salary Reduction Contributions and Qualified Plan Company Matching
Contributions the total amount of which is reduced by reason of the application
of the limitations on contributions imposed by Sections 401(a)(17), 401(k),
402(g) or 415 of the Code as in effect on any date for allocation of the amount
of the Qualified Plan Salary Reduction Contribution and Qualified Plan Company
Matching Contribution or as in effect at any time thereafter to the Qualified
Plan or who has been designated by the Company shall be eligible to participate
in the Plan. The Company shall review the designation of eligible employees on
an annual basis and notify designated employees of their eligibility.


                                   ARTICLE III
                           SUPPLEMENTAL CONTRIBUTIONS

       3.1 SUPPLEMENTAL SALARY REDUCTION CONTRIBUTION. The Supplemental Salary
Reduction Contribution to be made by the Company for the benefit of a
Participant for any Plan Year shall be in an amount equal to the difference
between A. and B. below.

           A. The amount elected by the Participant in the form specified in
Section 3.2, LESS



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           B. If such election is made by the Participant, the maximum amount of
the Salary Reduction Contribution allocable to the Qualified Plan Subaccount of
the Participant for the Plan Year after application of the limitations imposed
by Sections 401(a)(17), 401(k), 402(g) or 415 of the Code on the Qualified Plan.
Supplemental Salary Reduction Contributions made for the benefit of a
Participant for any Plan Year shall be credited to the Qualified Plan Subaccount
maintained under the Plan in the name of such Participant within forty-five (45)
days after the last day of such Plan Year.

       3.2 SUPPLEMENTAL SALARY REDUCTION AGREEMENT. As a condition to the
Company's obligation to make a Supplemental Salary Reduction Contribution for
the benefit of a Participant pursuant to Section 3.1, the Participant must
execute a Supplemental Salary Reduction Agreement in the form attached hereto.
The Agreement in any Plan Year shall be made before the beginning of that year
and shall remain in effect for that Plan Year.

       3.3 SUPPLEMENTAL COMPANY MATCHING CONTRIBUTIONS. The Supplemental Company
Matching Contributions to be made by the Company for the benefit of a
Participant for any Plan Year shall be in an amount equal to the amount set
forth in Section 3.4 for any funds remaining in the Plan after the application
of Section 3.1(B). Such Supplemental Company Matching Contributions shall be
credited to the Participant's Supplemental Subaccount within forty-five (45)
days after the last day of the Plan Year.

       3.4 AMOUNT OF MATCHING CONTRIBUTION. The amount of the Supplemental
Company Matching Contribution shall be an amount equal to seventy-five percent
(75%) of Supplemental Salary Reduction Contributions for the first six percent
(6%) of a Participant's compensation remaining in the Plan after the application
of Section 3.1(B). Any Supplemental Salary Reduction Contributions in excess of
six percent (6%) of a Participant's Compensation shall not receive a
Supplemental Matching Contribution. Supplemental Salary Reduction Contributions
allocated to the Qualified Plan Subaccount shall be allocated the amount of
matching contributions applicable to the Qualified Plan.

       3.5 PENSION MAKE-UP CONTRIBUTION. The Company shall restore an amount
equal to any reduction in a Participant's pension plan benefits under the
Midland-Guardian Co. Salaried Employees Pension Plan caused by Supplemental
Salary Reduction Contributions under this Plan to the extent such pension plan
benefits are not restored by any other Company-provided plan or agreement. Any
amounts contributed by the Company pursuant to this Section 3.5 shall be treated
as additional Salary Reduction Contributions and invested in the same manner as
such contributions.



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                                   ARTICLE IV
                     INVESTMENT OF SUPPLEMENTAL CONTRIBUTION

       Amounts credited hereunder to the Supplemental Subaccount of a
Participant shall be invested pursuant to the Participant's direction on an
election form supplied to the Company pursuant to Section 3.2.


                                    ARTICLE V
                                  DISTRIBUTIONS

       5.1 DISTRIBUTIONS ON TERMINATION OF EMPLOYMENT, DEATH, DISABILITY OR DATE
CERTAIN. All amounts credited to a Participant's Supplemental Subaccount
including gains and losses credited pursuant to Article IV hereof shall be
distributed to or with respect to a Participant upon a date certain elected by
the Participant at the time of the Participant's initial filing of a
Supplemental Salary Reduction Agreement under Section 3.2. Such election may be
changed by the Participant at any time provided that any date certain elected by
the Participant must occur no less than two (2) years from the date the election
is amended. All amounts distributable under the Plan shall be subject to the
following:

           A. If a Participant terminates employment or retires without the
approval of the Benefits Committee, all funds in the Participant's account and
any earnings thereon will be paid out as soon as administratively practicable.

           B. If a Participant terminates employment or retires with the
approval of the Benefits Committee, all funds in the Participant's account and
any earnings thereon will be paid out in accordance with the Participant's
previous election.

           C. If a Participant dies or becomes permanently disabled, all funds
in the Participant's account and any earnings thereon will be paid out as
determined by the Benefits Committee, but no later than the date specified in
the Participant's previous election.

       The Participant shall further elect the manner in which payments are to
be made from the following options:

           A. Lump sum.

           B. Annual payments over a period of time not to exceed fifteen (15)
years.

           If a Participant should die before distribution of the full amount of
his subaccounts, any remaining amounts shall be distributed to the Beneficiary
in the method designated by the Participant in a writing delivered to the
Company prior to his



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death. If a Participant has not designated a Beneficiary or method of
distribution or if no designated Beneficiary is living on the date of
distribution, such amount shall be distributed to those persons entitled to
receive distributions of the Participant's accounts under the Qualified Plan and
in the same method as distribution is made under the Qualified Plan.

       5.2 DISTRIBUTIONS PRIOR TO TERMINATION OF EMPLOYMENT, DEATH, DISABILITY
OR DATE CERTAIN. Notwithstanding the provisions of Section 5.1, a Participant
may elect to receive a distribution of the balance of his Supplemental
Subaccount upon the occurrence of the following events:

           A. The Participant's election filed with the Company at any time
provided that unless the Participant's request meets the criteria of Paragraph
B. hereof, the Participant's account shall be reduced by ten percent (10%) of
the balance therein at the time of the Participant's election. Distributions
pursuant to this paragraph shall be made as soon as administratively practicable
after ninety (90) days following the Participant's election for Participants
deemed "non-insiders" and one year following the Participant's election for
Participants deemed "insiders" by the Benefits Committee.

           B. The Participant's election filed with the Company at any time upon
the occurrence of the Participant's severe financial hardship created by an
unforeseeable emergency as defined in Code Section 457 and Reg. ss.1.457-2(h)(4)
and (5). Distributions pursuant to this paragraph shall be made as soon as
administratively practicable following the Participant's election.


                                   ARTICLE VI
                           ADMINISTRATION OF THE PLAN

       6.1 ADMINISTRATION BY THE BENEFITS COMMITTEE. The Benefits Committee
shall be responsible for the general operation and administration of the Plan
and for carrying out the provisions thereof.

       6.2 GENERAL POWERS OF ADMINISTRATION. All provisions set forth in the
Qualified Plan with respect to the administrative powers and duties of the
Benefits Committee, expenses of administration and procedures for filing claim
shall also be applicable with respect to the Plan. The Benefits Committee shall
be entitled to rely conclusively upon all tables, valuations, certificates,
opinions and reports furnished by any actuary, accountant, controller, counsel
or other person employed or engaged by the Benefits Committee with respect to
the Plan.

                                   ARTICLE VII



                                       5
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                            AMENDMENT OR TERMINATION

       7.1 AMENDMENT OR TERMINATION. The Company intends the Plan to be
permanent but reserves the right to amend or terminate the Plan when, in the
sole opinion of the Company, such amendment or termination is advisable. Any
such amendment or termination shall be made pursuant to a resolution of the
Board and shall be effective as of the date of such resolution.

       7.2 EFFECT OF AMENDMENT OR TERMINATION. No amendment or termination of
the Plan shall directly or indirectly reduce the balance of any subaccount held
hereunder as of the effective date of such amendment or termination. Upon
termination of the Plan, distribution of amounts in any subaccount shall be made
to the Participant or his beneficiary in the manner and at the time described in
Section 5.1 of the Plan. No additional credits of Supplemental Salary Reduction
Contributions or Supplemental Company Matching Contributions shall be made to
the subaccounts of a Participant after termination of the Plan but the Company
shall continue to credit gains and losses to the subaccounts of the Participant
pursuant to Section 4.1 until the balance of such subaccounts has been fully
distributed to the Participant or his beneficiary.


                                  ARTICLE VIII
                               GENERAL PROVISIONS

       8.1 PARTICIPANTS RIGHT UNSECURED. The Plan, at all times, shall be
entirely funded through a Rabbi Trust Agreement as prescribed in Rev. Proc.
92-64 adopted simultaneously with the Plan and no provisions shall be made with
respect to segregating assets of the Company for payment of any distributions
hereunder. The right of a Participant or his designated beneficiary to receive a
distribution hereunder shall be an unsecured claim against the general assets of
the Company and The Midland Company and neither the Participant nor a designated
beneficiary shall have any rights in or against any specific assets of the
Company or The Midland Company. All amounts credited to the Participant's
Supplemental Subaccount shall constitute general assets of the Company and The
Midland Company and may be disposed of by the Company at such time and for such
purposes as it may deem appropriate.

       8.2 GENERAL CONDITIONS. Except as otherwise expressly provided herein,
all terms and conditions of the Qualified Plan applicable to Qualified Plan
Salary Reduction Contributions or Qualified Plan Company Matching Contributions
will also be applicable to Supplemental Salary Reduction Contributions or
Supplemental Company Matching Contributions to be made hereunder. Any Qualified
Plan Salary Reduction Contributions or Qualified Plan Company Matching
Contributions or any other contributions to be made under the Qualified Plan
shall be made solely in



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<PAGE>   7

accordance with the terms and conditions of the Qualified Plan and nothing in
this Plan shall operate or be construed in any way to modify, amend or affect
the terms and conditions of the Qualified Plan.

       8.3 NO GUARANTEE OF BENEFITS. Nothing contained in the Plan shall
constitute a guarantee by the Company or any other person or entity that the
assets of the Company will be sufficient to pay any benefit hereunder.

       8.4 NO ENLARGEMENT OF EMPLOYEE RIGHTS. No Participant shall have any
right to receive a distribution of contributions made under the Plan except in
accordance with the terms of the Plan. Establishment of the Plan shall not be
construed to give any Participant the right to be retained in the employment of
the Company.

       8.5 SPENDTHRIFT PROVISION. No interest of any person or entity in or
right to receive a distribution under the Plan shall be subject to any manner to
sale, transfer assignment, pledge, attachment, garnishment or other alienation
or income rents of any kind. Normally such interest or right to receive a
distribution be taken either voluntarily or involuntarily for the satisfaction
of the debts of or other obligations or claims against such person or entity
including claims for alimony, support, separate maintenance and claims in
bankruptcy proceedings.

       8.6 APPLICABLE LAW. The Plan shall be construed and administered under
the laws of the State of Ohio.

       8.7 INCAPACITY OF RECIPIENT. If any person entitled to a distribution
under the Plan is deemed by the Company to be incapable of personally receiving
and giving a valid receipt for such payment then, unless and until claim
therefore shall have been made by duly appointed guardian or other legal
representative of such person, the Company may provide for such payment or any
part thereof to be made to any other person or institution then contributing
toward or providing for the care and maintenance of such person. Any such
payment shall be a payment for the account of such person and be a complete
discharge of any liability of the Company and the Plan therefore.

       8.8 SUCCESSORS. The Plan shall not be automatically terminated by a
transfer or sale of assets of the Company or by the merger or consolidation of
the Company into or with any other corporation or other entity, but the Plan
shall be continued after such sale, merger or consolidation only if and to the
extent that the transferee, purchaser or successor entity agrees to continue the
Plan. In the event that the Plan is not continued by the transferee, purchaser
or successor entity, then the Plan shall terminate subject to the provisions of
Section 7.2.



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<PAGE>   8

       8.9 UNCLAIMED BENEFIT. Each Participant shall keep the Company informed
of his current address and the current address of his designated beneficiary.
The Company shall not be obligated to search for the whereabouts of any person.
If the location of a Participant is not made known to the Company within three
(3) years after the date on which payment of the Participant's subaccounts may
first be made, payment may be made as though the Participant had died at the end
of the three (3) year period. If within one additional year after such three (3)
years period has elapsed or within three (3) years after the actual death of a
Participant the Company is unable to locate any designated beneficiary of the
Participant, then the Company shall have no further obligation to pay any
benefit hereunder to such Participant or designated beneficiary and such benefit
shall be irrevocably forfeited.

       8.10 LIMITATIONS ON LIABILITY. Notwithstanding any of the preceding
provisions of the Plan, neither the Company nor any individual acting as
employee or agent of the Company shall be liable to any Participant, former
Participant or other person for any claim, loss, liability or expense incurred
in connection with the Plan.


                                                 MIDLAND-GUARDIAN CO.


                                             By: /s/ John I. Von Lehman
                                                 -----------------------------


                                             By: /s/ Michael J. Conaton
                                                 -----------------------------



                                                 THE MIDLAND COMPANY


                                             By: /s/ John I. Von Lehman
                                                 -----------------------------


                                             By: /s/ Edward J. Heskamp
                                                 -----------------------------


                                             By: /s/ Ronald L. Gramke
                                                 -----------------------------

Adopted:



                                       8
<PAGE>   9

                   FIRST AMENDMENT TO THE MIDLAND-GUARDIAN CO.
                  SALARIED EMPLOYEES NONQUALIFIED SAVINGS PLAN
                  --------------------------------------------

       THIS FIRST AMENDMENT, made and executed this 31 day of March, 2000, by
THE MIDLAND-GUARDIAN CO. (the "Company").

                              W I T N E S S E T H :

       WHEREAS, the Company maintains a nonqualified deferred compensation plan
known as The Midland-Guardian Co. Salaried Employees Nonqualified Savings Plan
(the "Plan");

       WHEREAS, the Company is now the sponsor of the Plan;

       WHEREAS, Section 7.1 of the Plan allows the Company to amend the Plan;

       WHEREAS, pursuant to Section 7.1 of the Plan, the Company desires to
amend the Plan in order to provide for the operation of the Plan after a Change
of Control and to amend the provision regarding the rabbi trust effective as of
March 31, 2000.

       NOW, THEREFORE, the Plan is amended as follows:

       1. Section 8.1 is amended to add the words "and any related employer"
after the provisions that read "assets of the Company and The Midland Company"
so that Section 8.1 reads as follows:

          8.1 RABBI TRUST. The Plan, at all times, shall be entirely funded
       through a Rabbi Trust Agreement as prescribed in Rev. Proc. 92-64 adopted
       simultaneously with the Plan and no other provisions shall be made with
       respect to segregating assets of the Company for payment of any
       distributions hereunder except as may be required by Section 9.1. The
       right of a Participant or his designated beneficiary to receive a
       distribution hereunder shall be an unsecured claim against the general
       assets of the Company, The Midland Company or any related employer and
       neither the Participant nor a designated beneficiary shall have any
       rights in or against any specific assets of the Company, The Midland
       Company or any related employer.

       2. The Plan is amended by deleting Section 8.8 (Successors) from the
terms of the Plan. In addition, Section 8.9 shall be renumbered as Section 8.8
and Section 8.10 shall be renumbered as Section 8.9.

       3. The Plan is amended by adding a new Article IX titled Change of
Control Provisions immediately following Article VIII to read as follows:
<PAGE>   10

                                     - 2 -



                                   ARTICLE IX
                          CHANGE OF CONTROL PROVISIONS

       9.1 IMPACT OF EVENT. In the event of a "Change of Control" as defined in
Section 9.2, (i) the Supplemental contributions and all earnings determined
under this Plan shall include all benefits based on payments made to a
Participant as a result of the Change of Control ("Change of Control
Compensation") or potential benefits and any benefits which a Participant is no
longer eligible to receive under the Midland Guardian Co. Salaried Employees
401(k) Savings Plan as a result of the Change of Control; (ii) Company shall, as
soon as possible, but in no event longer than five (5) business days following
the Change of Control, or sooner if directed by the Board, make an irrevocable
contribution to the Rabbi Trust, as provided in Section 8.1, in an amount that
is necessary to fully fund the benefits or potential benefits (including
benefits provided in (i) above) for each Plan Participant or beneficiary
pursuant to the terms of the Plan as of the date on which the Change of Control
occurred; (iii) the Supplemental Subaccount shall be paid within 30 days of the
effective date of the Change of Control or subsequent triggering event; and (iv)
the Benefits Committee identified in Section 6.1 of the Plan shall be
responsible for determining the identity of the person entitled to receive the
amount in the Supplemental Subaccount under the Plan and the amount of such
Supplemental Subaccount and for completing the payment of Supplemental
Subaccount to any person entitled to receive the amount in the Supplemental
Subaccount under the Plan based on the records of the Benefits Committee prior
to the Change of Control.

       9.2 DEFINITION OF "CHANGE OF CONTROL"

       a. "Change of Control" shall mean the first to occur of the following
events:

          i. The "acquisition" after the date hereof by any "Person" (as such
       term is defined below) of "Beneficial Ownership" (within the meaning of
       Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as
       amended (the "1934 Act"), of any securities of the Company (the "Voting
       Securities") which, when added to the Voting Securities then
       "Beneficially Owned" by such Person, would result in such Person
       "Beneficially Owning" 33-1/3% or more of the combined voting power of the
       Company's then outstanding Voting Securities; provided, however, that for
       purposes of this paragraph a, a Person shall not be deemed to have made
       an acquisition of Voting Securities if such Person: (A) acquires Voting
       Securities as a result of a stock split, stock dividend or other
       corporate restructuring in which all stockholders of the class of such
       Voting Securities are treated on a pro rata

<PAGE>   11
                                     - 3 -



basis; (B) is generally engaged in the business of underwriting securities and
acquires the Voting Securities (the "Underwriting Securities") pursuant to the
terms of an underwriting agreement (an "Underwriting Agreement") to which the
Company and such underwriter are parties and which Underwriting Agreement is in
accordance with Rule 10b-7 promulgated under the 1934 Act or to cover over
allotments created in connection with a distribution of Voting Securities
pursuant to an Underwriting Agreement; (C) acquires the Voting Securities
directly from the Company; (D) as a result of a redemption or purchase of Voting
Securities by the Company, becomes the Beneficial Owner of more than the
permitted percentage of Voting Securities by the Company pursuant to a reduction
of the number of Voting Securities outstanding resulting in an increase in the
proportional number of shares Beneficially Owned by such Person; (E) is the
Company or any corporation or other Person of which a majority of its voting
power or its equity securities or equity interest is owned directly or
indirectly by the Company (a "Subsidiary") or (F) acquires Voting Securities in
connection with a "Non-Control Transaction" (as defined below).

       ii. The individuals who, as of January 1, 2000, are members of the Board
of Directors of the Company (the "Incumbent Board"), cease for any reason to
constitute at least two-thirds of the Board of Directors of the Company;
PROVIDED, HOWEVER, that if either the election of any new director or the
nomination for election of any new director by the Company's stockholders was
approved by a vote of at least two-thirds of the Incumbent Board, such new
director shall be considered as a member of the Incumbent Board; PROVIDED
FURTHER, HOWEVER, that no individual shall be considered a member of the
Incumbent Board if such individual initially assumed office as a result of
either an actual or threatened election contest or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person other than the
Board of Directors (a "Proxy Contest") including by reason of any agreement
intended to avoid or settle any election contest or Proxy Contest.

       iii. Approval by shareholders of the Company of:

            (1) A merger, consolidation or reorganization involving the Company
       (a "Business Combination") other than a Non-Control Transaction; or
<PAGE>   12

                                     - 4 -



            (2) An agreement for the sale or other disposition of all or
       substantially all of the assets of the Company to any Person (other than
       a transfer to a Subsidiary).

       Notwithstanding the foregoing, a Change of Control shall not be deemed to
occur solely because 33-1/3% or more of the then outstanding Voting Securities
is Beneficially Owned by (x) a trustee or other fiduciary holding securities
under one or more employee benefit plans or arrangements (or any trust forming a
part thereof) maintained by the Company or any Subsidiary or (y) any corporation
which, immediately prior to its acquisition of such interest, is owned directly
or indirectly by the shareholders of the Company in the same proportion as their
ownership of stock in the Company immediately prior to such acquisition.

b. "Non-Control Transaction" shall mean a Business Combination in which:

   i. The shareholders of the Company, immediately before the Business
Combination, own, directly or indirectly immediately following the Business
Combination, at least 67% of the combined voting power for the election of
directors generally of the outstanding securities of the corporation resulting
from the Business Combination (the "Surviving Corporation") in substantially the
same proportion as their ownership of the Voting Securities immediately before
the Business Combination;

   ii. The individuals who were members of the Board of Directors of the Company
immediately prior to the execution of the agreement providing for the Business
Combination constitute at least two-thirds of the members of the Board of
Directors of the Surviving Corporation; or

   iii. No Person (other than the Company or any Subsidiary, a trustee or other
fiduciary holding securities under one or more employee benefit plans or
arrangements or any trust forming a part thereof maintained by the Company, the
Surviving Corporation, or any Subsidiary) who, immediately prior to the Business
Combination, did not have Beneficial Ownership of 33-1/3% or more of the then
outstanding Voting Securities, upon consummation of the Business Combination,
shall be the Beneficial Owner of 33-1/3% or more of the combined voting power
for the election of directors generally of the Surviving Corporation's then
outstanding securities.
<PAGE>   13

                                     - 5 -



       4. The Effective Date of this First Amendment shall be March 31, 2000
unless otherwise provided.

       IN WITNESS WHEREOF and as evidence of the adoption of this FIRST
AMENDMENT, the Company has caused the same to be executed as of the day and year
first above written.

WITNESSES:                                           THE MIDLAND-GUARDIAN CO.


/s/ W. Todd Gray                          By:  /s/ John I. Von Lehman
----------------------------------             ---------------------------------

Edward J. Heskamp                         Its: Exec. V.P.
----------------------------------             ---------------------------------
<PAGE>   14

                  SECOND AMENDMENT TO THE MIDLAND-GUARDIAN CO.
                  SALARIED EMPLOYEES NONQUALIFIED SAVINGS PLAN

       THIS FIRST AMENDMENT, made and executed this 2nd day of January, 2001 by
the Midland-Guardian Co. (the "Company").

                              W I T N E S S E T H:

       WHEREAS, the Company maintains a nonqualified deferred compensation plan
known as The Midland-Guardian Co. Salaried Employees Nonqualified Savings Plan
(the "Plan");

       WHEREAS, the Company is now the sponsor of the Plan;

       WHEREAS, Section 7.1 of the Plan allows the Company to amend the Plan;

       WHEREAS, pursuant to Section 7.1 of the Plan, the Company desires to
amend the Plan in order to clarify the rights of a retired participant of the
Plan with respect to receipt of benefits from the Plan.

       NOW THEREFORE, the Plan is amended as follows:

       1. Section 1.6 shall be deleted in its entirety and replaced with the
          following:

          "Participant means an employee or retiree of the Company who is a
          Participant under the Qualified Plan or with respect to whom
          contributions may be made or have been made under the Plan."

       2. In all other respects the Plan shall remain unchanged.

       IN WITNESS WHEREOF and as evidence of the adoption of this SECOND
AMENDMENT, the Company has caused the same to be executed as of the day and year
first above written.

WITNESSES:                                           THE MIDLAND-GUARDIAN CO.


/s/ Hans Zimmer                        By:  /s/ Edward J. Heskamp
----------------------------------          ------------------------------------

/s/ Maria D. Bevington                 Its: Assistant Treasurer
----------------------------------          ------------------------------------