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                                                                     EXHIBIT 4.3

                               THE MIDLAND COMPANY
                         AGENT STOCK ACQUISITION PROGRAM

     1. PURPOSE.

     The purpose of the Agent Stock Acquisition Program (the "Program") is to
provide persons performing insurance agency services for The Midland Company
("Midland") or any of its insurance subsidiaries or affiliates (such
subsidiaries and affiliates and Midland are hereinafter collectively referred to
as "Company") performance-related incentives to achieve long-range performance
goals and to enable such persons to participate in the long-term growth and
financial success of the Company. The Program seeks to accomplish this purpose
by permitting eligible agencies to purchase restricted shares of Midland's
Common Stock (the "Common Stock") at below-market prices. On January 29, 2004,
the Board of Directors of The Midland Company approved the Program, subject to
the shareholder approval requirements of NASD Rule 4350(i).

     2. ELIGIBILITY.

     This Program is available to all Eligible Agencies. "Eligible Agencies" are
insurance agencies and agents (each an "Agency") that have a direct contract
with Company to promote and sell the Company's lines of insurance that have: (1)
earned the threshold contingent commission established by the Committee (as
defined herein) for the Accounting Period (as defined herein) immediately
preceding the applicable Purchase Date (as defined herein); and (2) been
selected for participation by such Committee, in its sole discretion.

     3. EFFECTIVE DATE.

     This Program shall become effective upon approval by the affirmative vote
of a majority of the votes cast at a shareholders' meeting of the Company prior
to December 31, 2004. If shareholder approval is not received by such date, the
Program shall be null and void.

     4. ADMINISTRATION OF THE PROGRAM.

     The Program shall be administered by a committee consisting of not less
than two (2) persons (the "Committee"), the members of which shall be designated
by the Chief Executive Officer and/or Chief Financial Officer of Midland. The
Committee may amend, suspend, discontinue or terminate the Program or any
portion thereof at any time and for any reason, including a reason related to
the necessity or advisability to register or qualify shares of Common Stock
issued under the Program upon any securities exchange or under any state or
federal law; provided, however, that no amendment shall be made without
requisite shareholder or other approval under applicable law or NASD regulation
or without the approval of the Board of Directors if such amendment increases
the number of shares of Common Stock available under the Program.

     The Committee has the sole power and authority to: (i) interpret and
administer the Program and any instrument or agreement entered into under the
Program; (ii) establish such rules and regulations and appoint such agents and
delegate such authority as it shall deem appropriate for the proper
administration of the Program; (iii) establish the threshold contingent
commission for Eligible Agencies and the amount of contingent commission
Eligible Agencies must receive in shares of Common Stock to participate in the
Program; and (iv) make any other determination and take any other action that
the Committee deems necessary or desirable for administration of the Program,
including, but not limited to, the waiver of any Agency eligibility requirement,
in its sole discretion. Decisions of the Committee shall be final, conclusive
and binding upon all persons, including Company, any participant and any other
Agency. A majority of the members of the Committee may determine its actions and
fix the time and place of its meetings.



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     5. PARTICIPATION.

     Following the close of each Accounting Period, the Company will provide an
election form along with any other documents, agreements or instruments the
Company deems necessary or advisable (the "Election Form") to each Eligible
Agency. The "Accounting Period" will be monthly, quarterly or annually
consistent with the contractual arrangement for payment of contingent
commissions between the Eligible Agent and Company. The Election Form will allow
such Agency to decide how much of its contingent commission it wants to receive
in Common Stock and how much it wants to receive in cash.

     The Company will not issue fractional shares under any circumstances. Any
portion of the Eligible Agency's contingent commission not applied to the
purchase of whole shares will be paid in cash directly to the Eligible Agency.
To participate in the Program, the Eligible Agency must elect to receive a
minimum dollar amount of its contingent commission in shares of Common Stock;
such minimum dollar amount to be established by the Committee, in its sole
discretion. The Company will pay all costs of the Program. Participants (as
herein defined) can purchase Midland Common Stock without the payment of any
brokerage commission or other charges.

     The Eligible Agency must complete the Election Form and return it to the
Committee by the due date determined by the Committee and communicated to the
Eligible Agent ("Due Date") to participate in the Program for an Accounting
Period. Eligible Agencies are under no obligation to participate in the Program.
If an Eligible Agency chooses not to participate or if Company does not receive
the Election Form by the Due Date, it will receive its contingent commission in
cash.

     6. PURCHASE PRICE.

     Eligible Agencies can make purchases under the Program on the Purchase
Date. "Purchase Date" means the first day on which shares of the Common Stock
are traded on the Nasdaq National Market immediately following the Due Date. The
purchase price will be 90% of the Fair Market Value of the Common Stock on the
Purchase Date. "Fair Market Value" means the last closing price for a share of
Common Stock as reported on the Nasdaq National Market. If the shares are not so
traded or reported, Fair Market Value shall be set under procedures established
by the Committee.

     7. LIMITATIONS ON TRANSFER.

     Shares of Common Stock purchased under the Program will be registered in
the names of the participants ("Participants" or "Participating Agencies") in
the Program and held in book entry form by Midland's Transfer Agent and
Registrar for Midland's Common Stock, currently National City Bank ("National
City"). The transfer of shares of Common Stock received under the Program will
be restricted for one year from the purchase date.

     During the applicable restricted period, although the shares will be
registered in the Participant's name and held in its account at National City,
the Participant will not be allowed to sell, transfer, pledge, assign or
otherwise dispose of its shares. The Participant will be able to vote its
restricted shares during this period.

     Notwithstanding the foregoing, the Company may sell shares of Common Stock
pursuant to the Program, subject to such terms and conditions, including
restrictions or limitations on the transferability on such shares, as the
Committee, in its sole discretion, shall from time to time determine. The
Committee has broad discretion as to the specific terms and conditions of the
transfer restrictions.

     8. DIVIDENDS.

     Midland pays dividends, as and when declared by the Board of Directors, to
the record holders of shares of its Common Stock. As the record holder of shares
of Common Stock purchased under the Program, a Participating Agency will receive
dividends, if any, in cash for all shares registered in such Agency's name on
the record date. Participants in the Program also will be eligible to
participate in the Dividend Reinvestment Plan on the terms and conditions of
such plan, if they so desire. If a Participant elects to participate in the
Dividend Reinvestment Plan, it will be entitled to reinvest its dividends to
purchase additional shares of Common Stock. The transfer restrictions





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applicable to shares purchased under the Program will not apply to any Common
Stock purchased under the Dividend Reinvestment Plan.

     9. TERMINATION OR AMENDMENT OF THE PROGRAM.

     The Committee may terminate the Program at any time. Notice of termination
shall be given to all Participants, but any failure to give such notice shall
not impair the effectiveness of the termination. The Program will terminate in
any event when the maximum number of Common Shares to be sold under the Program
has been purchased. If at any time the number of shares remaining available for
purchase under the Program is not sufficient to satisfy all then-outstanding
purchase rights, the Committee may determine an equitable basis of allocating
available shares among all Participants. The Committee may amend the Program
from time to time; provided, however, no such amendment shall increase the
maximum number of Common Shares that may be purchased under the Program without
requisite shareholder approval or other approval under applicable law or Nasdaq
regulation.

     10. NON-TRANSFERABILITY.

     No right or interest in this Program shall be assignable or transferable,
or subject to any lien, directly or indirectly, by operation of law, or
otherwise, including execution, levy, garnishment, attachment, pledge or
bankruptcy. Any such attempted assignment, transfer, pledge or other disposition
of any rights under this Program shall be null and void and shall automatically
terminate all rights of a Participant under the Plan.

     11. SHAREHOLDER'S RIGHTS.

     No Eligible Agency shall by reason of this Program have any rights of a
shareholder of Midland until and to the extent such agency acquires Common Stock
as herein provided. Upon purchase of the Common Stock, the Participant shall
have all rights of a shareholder of Midland, but no special rights or benefits
because such agency serves as an agent for the sale of insurance. Neither the
establishment of this Program nor the purchase of any Common Stock hereunder
shall modify or in any way impact any provision of any Agency Agreement or other
contract.

     12. MAXIMUM NUMBER AND SOURCE OF SHARES; ADJUSTMENTS.

     The maximum number of shares of Common Stock that may be purchased by all
Participants under this Program is 50,000. Common Stock sold hereunder may be
treasury shares, authorized and unissued shares, or a combination thereof. The
Committee may also purchase (or direct to be purchased) Common Stock on behalf
of the Participants through market transactions. If Company shall, at any time,
change its issued Common Stock into a different number through stock dividend,
stock split, combination or otherwise, the number of shares of Common Stock
specified in this Program shall be proportionately adjusted.

     13. TAX CONSEQUENCES.

     The Stock Acquisition Program does not qualify for compliance with any
section of the United States Internal Revenue Code or the regulations
thereunder. Specifically, the Stock Acquisition Program has not satisfied the
conditions of Sections 401, 421 or 423 of the Code. The Stock Acquisition
Program Participants should understand that under current law the value of the
discount received in connection with their acquisition of stock under the
Program shall be taxable as income to such Participants. The foregoing
discussion is not a complete analysis or listing of all potential tax effects
relevant to participation in the Stock Acquisition Program. The Stock
Acquisition Program Participants are urged to consult their own tax advisors in
determining the federal, state, local and foreign income tax consequences, and
any other tax consequences, of participation in the Stock Acquisition Program.






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     14. MISCELLANEOUS.

         14.1 Any authorization, election, notice or document under this Program
from an Eligible Agency or Participant shall be delivered to the Committee or
its designee and shall be effective when delivered.

         14.2 This Program, and Company's obligation to sell and deliver Common
Stock hereunder, shall be subject to all applicable federal, state and foreign
laws, rules and regulations, and to such approval by any regulatory or
governmental agency as may, in the opinion of counsel for Company, be required.

         14.3 Company may deduct from any payment to be made pursuant to this
Program, or to otherwise require, prior to the issuance or delivery of any
shares of Common Stock or the payment of any cash to a Participant, payment by
the Participant of any brokerage commissions or fees due upon the sale or
transfer of Common Stock by the Participant or federal, state, local or foreign
taxes required by law to be withheld. The Committee may permit any such
withholding obligation to be satisfied by reducing the number of shares of
Common Stock otherwise deliverable or by accepting the delivery of previously
owned shares of Common Stock. Any fraction of a share of Common Stock required
to satisfy such obligations shall be disregarded and the amount due shall be
paid instead in cash by the Participant.

         14.4 The internal substantive laws of the State of Ohio, without giving
effect to the conflict of law provisions thereof, shall govern this Program and
actions taken in connection with it. Any litigation involving or arising under
this Program shall be maintained solely in the Common Pleas Court of Clermont
County, Ohio or in the United States District Court for the Southern District of
Ohio.

         14.5 No director, officer or employee of Company or member of the
Committee shall be liable for any action or determination taken or made in good
faith with respect to the Program or any Common Stock hereunder and, to the
fullest extent not prohibited by law, all directors, officers, employees and
members shall be indemnified and held harmless by Company for any liability and
expenses which may occur through any claim or cause of action arising under or
in connection with this Program or any Common Stock purchased under this
Program.














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