AMENDED AND RESTATED PLEDGE AGREEMENT



            AMENDED AND RESTATED PLEDGE AGREEMENT, dated as of November
8, 1996, 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 a Revolving Credit
Agreement dated as of November 21, 1995 (the "Existing Credit Agreement")
pursuant to which the Bank agreed to make certain loans to the Pledgor in
the principal amount of up to $6,000,000; and

            WHEREAS, as of the date hereof, the Bank and the Pledgor are
entering into an Amended and Restated Revolving Line of Credit Agreement
(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 $16,000,000; 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 A. 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"):

             B.        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;

             C.        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

             D.        all proceeds of any and all of the foregoing Pledged
 Collateral.

                           SECTION a.  SECURITY FOR OBLIGATIONS.

            (E.       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").

            (F.       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 a.  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 b.  REPRESENTATIONS AND WARRANTIES.  The Pledgor represents and 
warrants as follows:

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

          (H.       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.

          (I.       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.

          (J.       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.

          (K.       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, except to the extent required by the Brokerage Rules (as 
hereinafter defined).

          (L.       Each of Standard Life and Standard Marketing are 
wholly-owned subsidiaries of the Pledgor.

          (M.       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.

          (N.       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 1.    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 a. VOTING RIGHTS; DIVIDENDS, ETC.

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

        O.        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.

        P.        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).

         (a. 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 2.  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.

SECTION 3. 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 4. 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 5.  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 6. 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 7. 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 8. 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.
                        Vice President and General Counsel

          If to the Bank:

               Fleet National Bank
               777 Main Street
               Hartford, Connecticut  06115
               Attention:  R. J. Kane
                               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 9. 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 10. 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 11. 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>





        1








          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: /S/ R.J. KANE
                                      Name:  R. J. Kane
                                      Title: Senior Vice President



                              STANDARD MANAGEMENT            CORPORATION


                              By:  /S/ STEPHEN M. COONS
                                      Name:  Stephen M. Coons
                                      Title: Executive Vice President 
                                             and General Counsel

<PAGE>





        1








                               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>





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                               SCHEDULE I

   Attached to and forming a part of that certain Amended and Restated
                                 Pledge
          Agreement dated as of November 8, 1996 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>



C&LDOC: S2478391.DOC <<Date>>