Midland-Guardian Co. Salaried Employees 401(k) Savings Plan and Trust
			PRISM Participant Loan Policy
			     And Agency Agreement

	For administrative convenience, in accordance with Section 11.10 of the
    Midland-Guardian Co. Salaried Employees 401(k) Savings Plan and Trust (the
"Plan"), the Committee for the Plan adopts the following policies to govern the
administration of loans to Participants of the Plan ("Participant Loans").  The
Committee appoints Key Trust Company of Ohio, N.A. as Trustee (or as an
affiliate of the Trustee) to be the service provider (the "Service Provider")
and to act as the agent for the Committee for purposes of receiving
information from Participants requesting Participant Loans, determining
whether the Participant requesting a Participant Loan will qualify for a
Participant Loan ( in accordance with the standards set forth in this
Participant Loan Policy), and preparing the documents necessary to establish
the Participant Loan, including without limitation an appropriate loan
application ("Application"), a promissory note ("Note") and the personal loan
disclosure statement ("Disclosure Statement"), in substantially the form of
the attached Exhibits A through C, and collectively referred to as the "Loan
Documentation", all of which have been reviewed and approved by the Committee.
The Service Provider agrees to act as the agent for the Committee in the
operation of the Participant Loan program.  All capitalized terms in this
policy statement shall have the meaning given to them in the Plan.

	1.      Applications.  Applications from Participants shall be made
		in writing on a form supplied by the Committee or the
		Trustee, must be signed by the Participant and be submitted
		to the Committee or its designee no later than the 15th day
		prior to the date the Committee is regularly scheduled to
		meet for the purposes of reviewing and approving loan
		applications.  The application of a married Participant for a
		loan __x__Shall, _____Shall Not, include the written consent of
		his or her spouse to use the Participant's account balances as
		security for the loan.  If necessary, spousal consent shall be
		obtained no earlier than the beginning of the ninety (90)
		day period that ends on the date the loan is to be made.
		Consent must be witnessed by a member of the Committee or
		its designee, or be notarized.  Loan applications will be
		reviewed by the Committee only once each month on the 15th
		day of each such  month, or at such other times as the
		Committee may direct.  If a loan is approved, the Trustee
		will be notified, and directed to process the loan and issue
		a check, accompanied by appropriate loan documentation as
		soon as practical (usually within three days of notification
		of approval).  A Participant may have no more than 1 loan(s)
		outstanding at any given time.  A Participant _____may,
		__x__ may not, consolidate an existing balance of a loan into
		a new loan, or increase the amount borrowed on an existing
		loan (as evidenced by an appropriate restated note) provided
		the term of the new loan (or restated existing loan) does not
		extend beyond the fifth anniversary of the existing loan.
		No loan shall be made for a period of less than 12 months.

	2.      Review and Approval.  Applications for loans will be
		reviewed as soon as practicable by the Committee.
		Incomplete applications, including those which do not
		evidence spousal consent if necessary, will be denied.
		Complete applications will be approved and the loan will
		be granted under such terms and conditions as the Committee
		deems reasonable, in the best interests of the Plan and its
		Participants, and subject to such conditions as the
		Committee believes, in its sole discretion, necessary to
		protect the Plan's interests and obtain repayment of the
		loan, if under all the facts and circumstances, it appears
		to the Committee that the Participant has the ability to
		timely satisfy his or her obligation to repay the loan to
		the plan.

	3.      Loan Terms.  Notwithstanding any other provision of this
		policy statement, all loans granted from the Plan shall be
		subject to the following:

		a. No loan shall be granted in an amount less than  $500.00,
		   nor greater than the limit specified in Section 11.10(e) of the
		   Plan, and loans will only be issued in whole dollar
		   amounts, and only in increments of $50.00;

		b. All loans will be secured by an assignment, pledge or
		   other security interest in the Participant's vested
		   account balances and such other security as the
		   Committee, with the consent of the Trustee, may deem
		   necessary to adequately protect the interests of the
		   Plan.  Each loan granted from the Plan shall contain
		   terms that allow the Committee to demand additional
		   security for a loan in the event the original security
		   for a loan is deemed by the Committee, in its sole and
		   absolute discretion, to be insufficient to protect the
		   interests of the Plan;

		c. Loans shall bear a reasonable rate of interest as
		   determined by the Trustee at the time of granting the
		   loan.  The Trustee shall determine an interest rate
		   commensurate with interest rates charged by the Trustee,
		   or any affiliate of the Trustee in the business of
		   lending money, for loans which would be made under
		   similar circumstances;

		d. Loans made to Participants who are employed by the
		   Employer shall be repaid by automatic payroll deduction,
		   in equal per pay installments, consisting of principal
		   and interest, over a term determined by the Committee,
		   not to exceed five years with the exception of loans for
		   the purpose of purchasing a principle residence of a
		   Participant, which shall be for a term not to exceed 30
		   years.

		e. No loan shall be made to any Participant until the
		   Participant has been provided with the appropriate
		   disclosure documents required under the Federal Truth-In-
		   Lending Act (15 U.S.C. Sectin 1601 et seq.) and Regulation Z
		   promulgated thereunder, and the Participant acknowledges
		   in writing receipt of all such disclosure documents;

		f. All loans will be evidenced by a promissory note or such
		   other appropriate documents, which shall contain such
		   provisions as the Trustee deems advisable to protect the
		   interests of the Plan and its Participants.
		   Notwithstanding the foregoing, in the event of any
		   default which the Trustee, pursuant to the provisions of
		   the Plan, attempts to collect through legal action, the
		   Trustee in its sole discretion as a fiduciary of the Plan
		   may elect to waive any provision in the loan documents.
		   All original loan documents shall be assets of the trust
		   and shall be held by the Trustee until such time as the
		   loan obligation is satisfied in whole.

		g. Each Participant who has a loan shall be charged a $50.00
		   fee at the time the loan is issued, and an annual fee
		   each year thereafter (at the start of the Plan Year) as
		   may be charged by the Trustee for the issuance and
		   processing of loans and repayments.  To the extent
		   required, such loan fees shall be evidenced in the Truth-
		   in-Lending disclosure provided to the Participants.

		h. Notwithstanding anything to the contrary in this policy
		   statement, a Participant shall have the right to prepay
		   any loan from the Plan in whole at any time by remitting
		   such prepayment to the Trustee.

	4.      Default.  Default shall be defined as the failure of any
		Participant to comply with the terms of any loan from the
		Plan which shall continue uncorrected for a period of 90
		days, or such longer of period of time as the Committee may
		specify, based on the facts and circumstances of each such
		case, as may be necessary to cure any default and is in the
		best interests of the Plan and its Participants.  Upon
		default, the Committee shall:

		a. Direct the Trustee to commence appropriate action to
		   collect the entire balance of the defaulted loan,
		   including but not limited to seeking legal recourse and
		   executing against any security or collateral securing the
		   loan which is not a Plan asset;

		b. Direct the Trustee to deem the defaulted loan and any
		   interest accruing thereon to be a distribution to the
		   Participant, to the extent allowed by law;

		c. Direct the Trustee to withhold from any distribution due
		   to the defaulting Participant, or any beneficiary
		   thereof, the amount necessary to satisfy the defaulted
		   obligation, including accrued interest; and,

		d. Take such other steps as the Committee may deem
		   appropriate to protect the interests of the Plan and its
		   Participants.

		Nothing contained in this policy statement shall be
		construed to modify any provision of the Plan.  In
		administration of the loan program the Committee shall treat
		all similarly situated Participants in as similar a manner
		as possible, subject to the creditworthiness of the applying
		Participants.

	In Witness Whereof, the Committee hereby adopts this policy and appoints
Key Trust Company of Ohio, NA as the Service Provider this 29th day of
December, 1998.

							Committee Members:


							/s/W. Todd Gray

							/s/Ronald L. Gramke

							/s/Edward J. Heskamp