X0202 4 2006-08-10 0 0001361025 DCP Holding CO None 0001375567 Kroeger James E THE MIDLAND COMPANY 7000 MIDLAND BLVD. AMELIA OH 45102 1 0 0 0 Phantom Shares 2006-08-10 4 A 0 6 0 A Class B Redeemable Common Shares 6 6 D 1 for 1 Phantom Shares granted to the Reporting Person as restricted shares pursuant to the Issuer's 2006 Dental Care Plus Management Equity Incentive Plan and treated as Phantom Shares pursuant to the Issuer's Deferred Compensation Plan. Each Phantom Share is the economic equivalent of one Class B Redeemable Common Share and will be settled in cash at the Reporting Person's termination of his status as a director of the Issuer. /s/ Thomas W. Kahle, Esq., Attorney-in-Fact for James E. Kroeger 2006-11-01