Exhibit 4.1

                                 CONSECO, INC.

                           10-3/4% Senior Notes due 2008



                       FIRST SENIOR SUPPLEMENTAL INDENTURE

                            Dated as of June 29, 2001

                                       to

                 Senior Indenture Dated as of November 13, 1997



                              THE BANK OF NEW YORK,

                                     Trustee






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                                TABLE OF CONTENTS
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ARTICLE I APPLICATION OF SUPPLEMENTAL INDENTURE AND CREATION OF 10 3/4% SENIOR NOTES DUE 2008.....................1
   Section 1.01.     Application of this Supplemental Indenture...................................................1
   Section 1.02.     Effect of Supplemental Indenture.............................................................1
   Section 1.03.     Amount of Notes..............................................................................2
   Section 1.04.     Terms of the Initial Notes and the Additional Notes; Form of Security........................2
   Section 1.05.     Registrar and Paying Agent...................................................................3

ARTICLE II DEFINITIONS AND INCORPORATION BY REFERENCE.............................................................3
   Section 2.01.     Definitions..................................................................................3
   Section 2.02.     Other Definitions...........................................................................28
   Section 2.03.     Incorporation by Reference of Trust Indenture Act...........................................28

ARTICLE III REDEMPTION...........................................................................................29
   Section 3.01.     Optional Redemption.........................................................................29
   Section 3.02.     Selection...................................................................................30
   Section 3.03.     No Conditional Redemption...................................................................30

ARTICLE IV COVENANTS............................................................................................ 30
   Section 4.01.     Covenant Cancellation.......................................................................30
   Section 4.02.     Change of Control...........................................................................30
   Section 4.03.     Limitation on Asset Sales...................................................................32
   Section 4.04.     Limitation on Restricted Payments...........................................................33
   Section 4.05.     Incurrence of Indebtedness and Issuance of Preferred Stock..................................36
   Section 4.06.     Limitation on Liens.........................................................................37
   Section 4.07.     Dividend and Other Payment Restrictions Affecting Subsidiaries..............................37
   Section 4.08.     Limitation on Transactions with Affiliates..................................................38
   Section 4.09.     Designation of Restricted and Unrestricted Subsidiaries.....................................39
   Section 4.10.     Limitation on the Company's Business........................................................40
   Section 4.11.     Limitation on Investments...................................................................40
   Section 4.12.     Commission Reports..........................................................................40
   Section 4.13.     Further Instruments and Acts................................................................40

ARTICLE V SUCCESSOR COMPANY......................................................................................41
   Section 5.01.     When the Company May Merge or Transfer Assets...............................................41

ARTICLE VI DEFAULTS AND REMEDIES.................................................................................42
   Section 6.01.     Events and Remedies.........................................................................42
   Section 6.02.     Waiver of Default or Event of Default by Holders............................................44
   Section 6.03.     Acceleration of Maturity....................................................................45

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ARTICLE VII DISCHARGE OF INDENTURE; DEFEASANCE...................................................................45
   Section 7.01.     Discharge of Liability on the Notes.........................................................45
   Section 7.02.     Additional Provisions Regarding Covenant Defeasance.........................................45
   Section 7.03.     Additional Conditions to Defeasance.........................................................45

ARTICLE VIII AMENDMENTS..........................................................................................46
   Section 8.01.     Without Consent of Holders..................................................................46
   Section 8.02.     With Consent of Holders.....................................................................47
   Section 8.03.     Payments for Consent........................................................................47

ARTICLE IX MISCELLANEOUS.........................................................................................47
   Section 9.01.     Trust Indenture Act Controls................................................................47
   Section 9.02.     Notices.....................................................................................47
   Section 9.03.     When Notes Disregarded......................................................................48
   Section 9.04.     Rules by Trustee, Paying Agent and Registrar................................................48
   Section 9.05.     Legal Holidays..............................................................................48
   Section 9.06.     Governing Law...............................................................................48
   Section 9.07.     No Personal Liability of Directors, Officers, Employees and Shareholders....................48
   Section 9.08.     Successors..................................................................................49
   Section 9.09.     Multiple Originals..........................................................................49
   Section 9.10.     Table of Contents; Headings.................................................................49
   Section 9.11.     Not  Responsible for Recitals or Issuance of Notes..........................................49

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          This FIRST SENIOR SUPPLEMENTAL INDENTURE (this "Supplemental
Indenture") dated as of June 29, 2001, to the Senior Indenture (the "Existing
Indenture") dated as of November 13, 1997, between CONSECO, INC., an Indiana
corporation (the "Company"), and THE BANK OF NEW YORK, a New York corporation,
successor to LTCB Trust Company, as Trustee (the "Trustee") (the Existing
Indenture as supplemented by this Supplemental Indenture, the "Indenture").

                                    RECITALS

          WHEREAS, the Company and the Trustee have heretofore executed and
delivered the Existing Indenture to provide for the issuance of the Company's
securities in one or more series;

          WHEREAS, Sections 3.1 and 8.1 of the Existing Indenture provide, among
other things, that the Company and the Trustee may without the consent of
Holders enter into indentures supplemental to the Existing Indenture to provide
for specific terms applicable to any series of Securities and to add to the
covenants of the Company for the benefit of the Holders of all or any series of
Securities (and if such covenants are to be for the benefit of less than all
series of Securities, stating that such covenants are expressly being included
solely for the benefit of such series);

          WHEREAS, the Company desires to provide for the issuance of new series
of debt securities to be designated as the 10 3/4% Senior Notes due 2008, and to
set forth the terms that will be applicable thereto; and

          WHEREAS, all action on the part of the Company necessary to make this
Supplemental Indenture a valid agreement of the Company and to authorize the
issuance of the Notes under the Indenture (as supplemented hereby) has been duly
taken;

          NOW, THEREFORE, in consideration of the premises and for other good
and valuable consideration, the sufficiency and adequacy of which are hereby
acknowledged, the parties hereto hereby agree as follows:

                                   ARTICLE I

                      APPLICATION OF SUPPLEMENTAL INDENTURE
                  AND CREATION OF 10 3/4% SENIOR NOTES DUE 2008

          Section 1.01. Application of this Supplemental Indenture. The
covenants included in this Supplemental Indenture are expressly being included
solely for the benefit of the 10 3/4% Senior Notes due 2008 (the "Notes"). The
Notes constitute a series of Securities as provided in Section 3.1 of the
Existing Indenture.

          Section 1.02. Effect of Supplemental Indenture. The Existing Indenture
shall be supplemented pursuant to Sections 3.1 and 8.1 to establish the terms of
the Notes as set forth in this Supplemental Indenture, including as follows:

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          (a)  The definitions set forth in Article 1 of the Existing Indenture
               shall be modified to the extent provided in Article II of this
               Supplemental Indenture;

          (b)  The forms of the securities representing the Notes required to be
               established pursuant to Sections 2.1 and 3.1(b)(20) of the
               Existing Indenture shall be established in accordance with
               Section 1.03 of this Supplemental Indenture;

          (c)  The provisions of Article VII of this Supplemental Indenture
               shall supplement the provisions of Article 4 of the Existing
               Indenture;

          (d)  The provisions of Article 5 of the Existing Indenture specifying
               certain Events of Default are deleted as contemplated by Section
               3.1(b)(16) of the Existing Indenture and are replaced in their
               entirety by Article VI hereof;

          (e)  The provisions of Article V hereof regarding merger and transfer
               of assets shall supersede in their entirety the provisions of
               Article 7 of the Existing Indenture, as permitted by Section
               8.1(5) of the Existing Indenture;

          (f)  The provisions of Sections 8.1 and 8.2 of the Existing Indenture
               regarding supplemental indentures are supplemented as provided in
               Article VIII of this Supplemental Indenture;

          (g)  The provisions of Article 9 of the Existing Indenture regarding
               certain covenants of the Company shall be supplemented by the
               provisions of Article IV of this Supplemental Indenture;

          (h)  The provisions of Article 10 of the Existing Indenture regarding
               redemption shall be supplemented by the provisions of Article III
               of this Supplemental Indenture.

          Section 1.03. Amount of Notes. The Notes shall be known and designated
as the "10 3/4% Senior Notes due 2008." The aggregate principal amount of Notes
that may be authenticated and delivered under this Supplemental Indenture is up
to $750,000,000, except for Notes authenticated and delivered upon registration
or transfer of, or in exchange for, or in lieu of, Notes pursuant to Section
3.4, 3.5, 3.6, 8.6 or 10.7 of the Existing Indenture. The aggregate principal
amount that shall be initially authenticated and delivered by the Trustee (the
"Initial Notes") shall be an amount up to $400,000,000; the aggregate principal
amount of additional Notes that may be authenticated and delivered under the
Indenture on one or more occasions (the "Additional Notes") is $350,000,000 (the
issuance of any Additional Notes being subject to compliance with Section 4.05
below).

          Section 1.04. Terms of the Initial Notes and the Additional Notes;
Form of Security. The Initial Notes and the Additional Notes shall together
constitute one series for purposes of the Existing Indenture and this
Supplemental Indenture. Notwithstanding the foregoing, the Company shall
establish the terms of any Additional Notes and appropriate modifications to
Exhibit A with respect to such Additional Notes by a resolution of the board of

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directors of the Company in the manner set forth in Section 3.1 of the Existing
Indenture. The Notes are issuable in fully registered form without coupons in
substantially the form of Exhibit A hereto. The Notes are not issuable in bearer
form. The terms and provisions contained in the form of Note shall constitute,
and are hereby expressly made, a part of this Supplemental Indenture and to the
extent applicable, the Company and the Trustee, by their execution and delivery
of this Indenture, expressly agree to such terms and provisions and to be bound
thereto. Any of the Notes may have such letters, numbers or other marks of
identification and such notations, legends and endorsements as the officers
executing the same may approve (execution thereof to be conclusive evidence of
such approval) and are not inconsistent with the provisions of the Indenture, or
as may be required to comply with any law or with any rule or regulation made
pursuant thereto or with any rule or regulation of any securities exchange or
automated quotation system on which the Notes may be listed.

          Section 1.05. Registrar and Paying Agent. The Company hereby initially
appoints the Trustee as Paying Agent, Registrar and transfer agent for the
Notes.

                                   ARTICLE II

                   DEFINITIONS AND INCORPORATION BY REFERENCE

          Section 2.01. Definitions.

               (a) All capitalized terms used herein and not otherwise defined
below shall have the meanings ascribed thereto in the Existing Indenture.

               (b) The following are definitions used in this Supplemental
Indenture and to the extent that a term is defined both herein and in the
Existing Indenture, the definition in this Supplemental Indenture shall govern
with respect to the Notes.

          "Acquired Debt" means, with respect to any specified Person:

               (1) Indebtedness of any other Person existing at the time such
          other Person is merged with or into or became a Subsidiary of such
          specified Person, whether or not such Indebtedness is incurred in
          connection with, or in contemplation of, such other Person merging
          with or into, or becoming a Subsidiary of, such specified Person; and

               (2) Indebtedness secured by a Lien encumbering any asset acquired
          by such specified Person.

          "Adjusted Total Shareholders' Equity" means, with respect to any
specified Person, as of any date of determination, the Total Shareholders'
Equity of such Person as of the end of its most recent fiscal quarter ending at
least 45 days prior to such date of determination; provided, however, that pro
forma effect shall be given to (x) any of the following that shall have occurred
since the end of the relevant fiscal quarter or that shall occur simultaneously
with or immediately following the transaction giving rise to the need to
calculate Adjusted Total Shareholders' Equity and (y) the use of any proceeds of
such transaction to effect any of the

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following (in each case without duplication and as if the following had occurred
on the last day of such fiscal quarter):

               (a) issuances and sales of Capital Stock by such specified Person
          or any of its Subsidiaries;

               (b) Investments in (by merger or otherwise) or acquisitions of
          any Subsidiary of such specified Person or any Person that becomes
          such a Subsidiary as a result of such Investment or acquisition or in
          assets which constitute all or substantially all of an operating unit
          of a business;

               (c) Restricted Payments and Permitted Investments; and

               (d) Asset Sales.

          "Admitted Assets" means with respect to an Insurance Subsidiary the
total assets of such Insurance Subsidiary determined under Statutory Accounting
Practices.

          "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For purposes of this definition, "control,"
as used with respect to any Person, means the possession, directly or
indirectly, of the power to direct or cause the direction of the management or
policies of such Person, whether through the ownership of voting securities, by
agreement or otherwise; provided, that beneficial ownership of 10% or more of
the Voting Stock of a Person will be deemed to be control. For purposes of this
definition, the terms "controlling," "controlled by" and "under common control
with" have corresponding meanings.

          "Applicable Premium" means, with respect to a Note at any time of
determination, the excess, if any, of (A) the present value at such time of
determination of the remaining required interest and principal payments
(including any past due or accrued and unpaid interest) in respect of the
portion of such note to be redeemed, computed using a discount rate equal to the
applicable Treasury Rate plus 50 basis points, over (B) the then Outstanding
principal amount of the portion of such Note to be redeemed.

          "Asset Finance Indebtedness" means any Indebtedness by Conseco Finance
which is not Non-Asset Finance Indebtedness.

          "Asset Sale" means:

               (a) the sale, lease, conveyance or other disposition of any
          assets or rights, other than sales of inventory or equipment
          (including, without limitation, repossessed and/or off-lease property
          of Conseco Finance) in the ordinary course of business consistent with
          past practices; provided, that the sale, conveyance or other
          disposition of all or substantially all of the assets of the Company
          and its Restricted Subsidiaries taken as a whole will be governed by
          the provisions described in Section 4.02 hereof and/or the provisions
          described in Article V hereof and not by the provisions of Section
          4.03 hereof; and

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               (b) the issuance of Equity Interests in any of the Company's
          Restricted Subsidiaries or the sale of Equity Interests in any of the
          Company's Subsidiaries.

               Notwithstanding the preceding, the following items will not be
          deemed to be Asset Sales:

               (a) any single transaction or series of related transactions that
          involves assets having a fair market value of less than $50 million;

               (b) a transfer of assets between or among the Company and its
          Restricted Subsidiaries (or between or among Restricted Subsidiaries
          and other such Restricted Subsidiaries);

               (c) an issuance of Equity Interests by a Restricted Subsidiary to
          the Company or to another Restricted Subsidiary of the Company;

               (d) (i) a disposition of assets pursuant to any reinsurance
          arrangements in the ordinary course of business or (ii) any other
          disposition pursuant to a reinsurance agreement so long as (x) the
          proceeds therefrom are retained by an Insurance Subsidiary, (y) such
          proceeds are used for the general corporate purposes of the Insurance
          Subsidiaries (including for reinvestment within insurance lines of
          business similar to the Company's insurance lines of business at the
          time of the relevant transaction) and (z) the aggregate statutory
          profit and/or gains on insurance policy sales or other portfolio
          transfers resulting from all dispositions described in this clause
          (ii) consummated after August 25, 2000 shall not exceed $250 million;

               (e) a sale or lease of assets in the ordinary course of business;

               (f) the issuance of Equity Interests in the Company;

               (g) a sale or other disposition of cash or Cash Equivalents;

               (h) a Restricted Payment or Permitted Investment that is
          permitted by Section 4.04 hereof;

               (i) the sale of equipment to the extent that such equipment is
          exchanged for credit against the purchase price of similar replacement
          equipment, or the proceeds of such sale are reasonably promptly
          applied to the purchase price of such replacement equipment:

               (j) dispositions of Investments by Insurance Subsidiaries (other
          than any of their respective Investments in Persons engaged in
          insurance lines of business) in the ordinary course of business
          consistent with past practices;

               (k) dispositions of (i) in the case of Conseco Finance, loans,
          leases, receivables, installment contracts and other financial
          products originated, acquired, sold or securitized by Conseco Finance
          or (ii) interests in or components of Interest Only Securities;

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               (l) transfers resulting from any casualty or condemnation of
          property or assets;

               (m) licenses or sublicenses of intellectual property and general
          intangibles and licenses, leases or subleases of other property in the
          ordinary course of business;

               (n) any consignment arrangements or similar arrangements for the
          sale of assets in the ordinary course of business and consistent with
          the past practices of the Company and its Subsidiaries; and

               (o) the sale or discount of overdue accounts receivable arising
          in the ordinary course of business and consistent with the past
          practices of the Company and its Subsidiaries, but only in connection
          with the compromise or collection thereof.

          "Attributable Debt" in respect of a Sale and Leaseback Transaction
means, at any date of determination:

               (a) if such Sale and Leaseback Transaction is a Capital Lease
          Obligation, the amount of Indebtedness represented thereby according
          to the definition of "Capital Lease Obligation;" and

               (b) in all other instances, the greater of:

                    (1) the fair market value of the property subject to such
               Sale and Leaseback Transaction (which shall be determined, if
               such property has a fair market value in excess of $50 million,
               by a Senior Executive and evidenced by a resolution, dated within
               30 days of the relevant transaction, delivered to the Trustee);
               and

                    (2) the present value (discounted at the interest rate borne
               by the Notes, compounded annually) of the total obligations of
               the lessee for rental payments during the remaining term of the
               lease included in such Sale and Leaseback Transaction (including
               any period for which such lease has been extended).

          "B-Share Financings" means the financing of fees or commissions
related to B-Shares.

          "B-Shares" means those shares or ownership representing a mutual
interest in a pool of assets on which 12b-1 fees or contingent deferred sales
commissions (CDSC), as defined under the Investment Company Act of 1940, as
amended, are applicable.

          "Beneficial Owner" has the meaning assigned to such term in Rule 13d-3
and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial
ownership of any particular "person" (as that term is used in Section 13(d)(3)
of the Exchange Act), such "person" will be deemed to have beneficial ownership
of all securities that such "person" has the right to acquire by conversion or
exercise of other securities, whether such right is currently exercisable

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or is exercisable only upon the occurrence of a subsequent condition. The terms
"Beneficially Owns" and "Beneficially Owned" have a corresponding meaning.

          "board of directors" means:

               (a) with respect to a corporation, the board of directors of the
          corporation;

               (b) with respect to a partnership, the board of directors of the
          general partner of the partnership; and

               (c) with respect to any other Person, the board or committee of
          such Person serving a similar function.

          "Business Day" means each day that is not a Legal Holiday.

          "Capital Lease Obligation" means, at the time any determination is to
be made, the amount of the liability in respect of a capital lease that would at
that time be required to be capitalized on a balance sheet in accordance with
GAAP.

          "Capital Stock" means:

               (a) in the case of a corporation, corporate stock;

               (b) in the case of an association or business entity, any and all
          shares, interests, participations, rights or other equivalents
          (however designated) of corporate stock;

               (c) in the case of a partnership or limited liability company,
          partnership or membership interests (whether general or limited); and

               (d) any other interest or participation that confers on a Person
          the right to receive a share of the profits and losses of, or
          distributions of assets of, the issuing Person.

          "Cash Equivalents" means:

               (a) Dollars;

               (b) securities issued or directly and fully guaranteed or insured
          by the United States government or any agency or instrumentality of
          the United States government (provided, that the full faith and credit
          of the United States is pledged in support of those securities) having
          maturities of not more than one year from the date of acquisition;

               (c) certificates of deposit, time deposits and eurodollar time
          deposits with maturities of six months or less from the date of
          acquisition, bankers' acceptances with maturities not exceeding six
          months and overnight bank deposits, in each case, with

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          any lender party to any of the Credit Agreements or with any domestic
          commercial bank having capital and surplus in excess of $500.0 million
          and short term debt rating of at least A-1 by S&P and P-1 by Moody's;

               (d) repurchase obligations with a term of not more than 30 days
          for underlying securities of the types described in clauses (b) and
          (c) above entered into with any financial institution meeting the
          qualifications specified in clause (c) above;

               (e) commercial paper having a rating of at least P-1 by Moody's
          or A-1 by S&P and in each case maturing within six months after the
          date of acquisition;

               (f) securities with maturities of one year or less from the date
          of acquisition issued or fully guaranteed by any state, commonwealth
          or territory of the United States, by any political subdivision or
          taxing authority of any such state, commonwealth or territory or by
          any foreign government, the securities of which state, commonwealth,
          territory, political subdivision, taxing authority or foreign
          government (as the case may be) are rated at least A by S&P and A-2 by
          Moody's;

               (g) securities with maturities of six months or less from the
          date of acquisition backed by standby letters of credit issued by any
          lender party to any of the Credit Agreements or any commercial bank
          satisfying the requirements of clause (c) of this definition; and

               (h) money market funds or similar funds at least 95% of the
          assets of which constitute Cash Equivalents of the kinds described in
          clauses (a) through (g) of this definition.

          "CBOs" means notes or other instruments (other than CMOs) secured by
collateral consisting primarily of debt securities and/or other types of debt
obligations, including loans.

          "Change of Control" means the occurrence of any of the following:

               (a) the direct or indirect sale, transfer, conveyance or other
          disposition (other than by way of merger or consolidation), in one or
          a series of related transactions, of all or substantially all of the
          properties or assets of the Company and its Restricted Subsidiaries
          taken as a whole to any "person" (as that term is used in Section
          13(d)(3) of the Exchange Act);

               (b) the adoption of a plan relating to the liquidation or
          dissolution of the Company;

               (c) the consummation of any transaction (including, without
          limitation, any merger or consolidation) the result of which is that
          any "person" (as defined above) becomes the Beneficial Owner, directly
          or indirectly, of more than 50% of the Company's Voting Stock,
          measured by voting power rather than number of shares; or

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               (d) the first day on which a majority of the members of the
          Company's board of directors are not Continuing Directors.

          "CMOs" means notes or other instruments secured by collateral
consisting primarily of mortgages, mortgage-backed securities and/or other types
of mortgage-related obligations.

          "Code" means the Internal Revenue Code of 1986, as amended.

          "Conseco Facilities" means:

               (a) the Senior Secured Revolving Credit Agreement, dated as of
          May 30, 2000, among the Company, the banks parties thereto, Chase
          Manhattan Bank, as administrative agent and Chase Securities Inc. and
          Banc of America Securities LLC as co-lead arrangers and co-lead book
          managers;

               (b) the 364-Day Credit Agreement, dated as of September 25, 1998,
          among the Company, the banks parties thereto, the syndication agents
          and documentation agent named therein and Bank of America, N.A., as
          agent, as amended to incorporate the obligations of the Company under
          the ECN Dealer Agreement between the Company and Merrill Lynch,
          Pierce, Fenner & Smith Incorporated dated September 28, 1999; and

               (c) the Five-Year Credit Agreement, dated as of September 25,
          1998, among the Company, the banks parties thereto, the syndication
          agents and documentation agent named therein and Bank of America,
          N.A., as agent;

in each case as amended, modified, renewed, refunded, replaced or refinanced
from time to time.

          "Conseco Finance" means, collectively, Conseco Finance Corp., a
Delaware corporation, and its consolidated Subsidiaries.

          "Consolidated Adjusted Cash Flow" means, with respect to any specified
Person for any period, the Consolidated Net Income of such Person for such
period:

               (1) net investment losses and minus net investment gains
          (adjusted for that portion of cost of policies purchased and cost of
          policies produced relating to such losses or gains); plus

               (2) venture capital losses and minus venture capital income
          related to the Investment in TeleCorp PCS, Inc. (adjusted for that
          portion of cost of policies purchased and cost of policies produced
          relating to such losses or income); plus

               (3) special expense or loss items and minus special income or
          gain items not relating to the continuing operations of the specified
          business of such Person (including impairment charges to reduce the
          value of interest only securities and servicing rights, the provision
          for losses related to loan guarantees, expenses related to
          restructuring activities and other special charges); plus

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               (4) the net loss or minus the net gain related to businesses such
          Person intends to sell; plus

               (5) any expense resulting from a change in the regulatory
          environment; plus

               (6) an amount equal to any extraordinary loss plus any net loss
          realized by such Person or any of its Subsidiaries in connection with
          an Asset Sale, to the extent such losses were deducted in computing
          such Consolidated Net Income; plus

               (7) provision for taxes based on income or profits of such Person
          and its Restricted Subsidiaries for such period, to the extent that
          such provision for taxes was deducted in computing such Consolidated
          Net Income; plus

               (8) consolidated interest expense of such Person and its
          Restricted Subsidiaries for such period, whether paid or accrued and
          whether or not capitalized (including, without limitation,
          amortization of debt issuance costs and original issue discount,
          non-cash interest payments, the interest component of any deferred
          payment obligations, the interest component of all payments associated
          with Capital Lease Obligations, imputed interest with respect to
          Attributable Debt, commissions, discounts and other fees and charges
          incurred in respect of letter of credit or bankers' acceptance
          financings, and net of the effect of all payments made or received
          pursuant to Hedging Obligations (excluding Hedging Obligations of
          Insurance Subsidiaries), but excluding the interest expense on direct
          third party borrowings of Conseco Finance and investment borrowings of
          Insurance Subsidiaries to the extent that any such expense was
          deducted in computing such Consolidated Net Income; plus

               (9) depreciation, amortization (including amortization of
          goodwill and other intangibles but excluding amortization of prepaid
          cash expenses that were paid in a prior period) and other non-cash
          expenses (excluding (a) any such non-cash expense to the extent that
          it represents an accrual of or reserve for cash expenses in any future
          period, (b) amortization of a prepaid cash expense that was paid in a
          prior period, including deferred policy acquisition costs, (c)
          amortization of the present value of future profits, and (d) any
          non-cash expense constituting an extraordinary item of loss) of such
          Person and its Subsidiaries for such period to the extent that such
          depreciation, amortization and other non-cash expenses were deducted
          in computing such Consolidated Net Income; minus

               (10) non-cash items increasing such Consolidated Net Income for
          such period, other than the accrual of revenue in the ordinary course
          of business; plus

               (11) amounts applicable to minority interest including payment of
          dividends under Trust Preferred Securities;

in each case, on a consolidated basis and determined in accordance with GAAP.

          "Consolidated Net Income" means, with respect to any specified person
(the "Specified Person"), for any period, the net income of such Specified
Person and its consolidated

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Subsidiaries determined on a consolidated basis in accordance with GAAP (and if
not otherwise deducted, after deduction of amounts applicable to minority
interest, including payment of dividends under Trust Preferred Securities).

          "Continuing Director" means, as of any date of determination, any
member of the Company's board of directors who:

               (a) was a member of the Company's board of directors on the date
          hereof; or

               (b) was nominated for election or elected to the Company's board
          of directors with the approval of a majority of the Continuing
          Directors who were members of the Company's board at the time of such
          nomination or election.

          "Credit Agreements" means:

               (a) the Conseco Facilities; and

               (b) the D&O Facilities; in each case as amended, modified,
          renewed, refunded, replaced or refinanced from time to time.

          "Credit Facilities" means, one or more debt facilities (including,
without limitation, the Credit Agreements) or commercial paper facilities, in
each case with banks or other institutional lenders providing for revolving
credit loans, term loans, receivables financing (including through the sale of
receivables to such lenders or to special purpose entities formed to borrow from
such lenders against such receivables) or letters of credit, in each case, as
amended, restated, modified, renewed, refunded, replaced or refinanced in whole
or in part from time to time.

          "D&O Facilities" means:

               (a) the Termination and Replacement Agreement, dated as of May
          30, 2000, among the individual borrowers parties thereto, the banks
          parties thereto, Chase Manhattan Bank, as administrative agent and
          Chase Securities Inc. and Banc of America Securities LLC as co-lead
          arrangers and co-lead book managers and the related guaranty by each
          of the Company and CIHC, Incorporated;

               (b) the Credit Agreement, dated as of August 21, 1998, among the
          individual borrowers party thereto, the banks party thereto and Bank
          of America, N.A., as administrative agent and the related guaranty by
          each of the Company and CIHC, Incorporated;

               (c) the Amended and Restated Credit Agreement, dated as of August
          26, 1997, among the individual borrowers parties thereto, the banks
          parties thereto and Bank of America, N.A., as administrative agent and
          the related guaranty by each of the Company and CIHC, Incorporated;


                                       11

<PAGE>

               (d) the Credit Agreement, dated as of November 22, 2000, among
          the persons listed on the signature pages thereto, as Borrowers, the
          other financial institutions party thereto and Bank of America, N.A.,
          as administrative agent (relating to refinancing of certain loans
          under that certain Credit Agreement, dated as of August 21, 1998) and
          the related guaranty by each of the Company and CIHC, Incorporated;

               (e) the Credit Agreement, dated as of November 22, 2000, among
          the persons listed on the signature pages thereto, as Borrowers, the
          other financial institutions party thereto and Bank of America, N.A.,
          as administrative agent (relating to refinancing of certain loans
          under that certain Credit Agreement, dated as of August 26, 1997) and
          the related guaranty by each of the Company and CIHC, Incorporated;
          and

               (f) the Credit Agreement, dated as of November 22, 2000, among
          the persons listed on the signature pages thereto, as Borrowers, the
          other financial institutions party thereto and The Chase Manhattan
          Bank, as administrative agent (relating to refinancing of certain
          loans under that certain Credit Agreement, dated as of September 15,
          1999, as terminated and replaced by that certain Termination
          Replacement Agreement, dated as of May 30, 2000) and the related
          guaranty by each of the Company and CIHC, Incorporated;

in each case as amended, modified, renewed, refunded, replaced or refinanced
from time to time.

          "Disqualified Stock" means any Capital Stock that, by its terms (or by
the terms of any security into which it is convertible, or for which it is
exchangeable, in each case at the option of the holder of the Capital Stock), or
upon the happening of any event, matures or is mandatorily redeemable, pursuant
to a sinking fund obligation or otherwise, or redeemable at the option of the
holder of the Capital Stock, in whole or in part, on or prior to the date that
is 91 days after the date on which the Notes mature. Notwithstanding the
preceding sentence, any Capital Stock that would constitute Disqualified Stock
solely because the holders of the Capital Stock have the right to require the
Company to repurchase such Capital Stock upon the occurrence of a change of
control or an asset sale will not constitute Disqualified Stock if the terms of
such Capital Stock provide that the Company may not repurchase or redeem any
such Capital Stock pursuant to such provisions unless such repurchase or
redemption complies with Section 4.04 hereof.

          "Equity Interests" means Capital Stock and all warrants, options or
other rights to acquire Capital Stock (but excluding any debt security that is
convertible into, or exchangeable for, Capital Stock). For the avoidance of
doubt, the term "Equity Interests" will not include Trust Preferred Securities.

          "Equity Offering" means any public or private sale of Capital Stock
(other than Disqualified Stock) made for cash on a primary basis by the Company
after the date hereof.

          "Exchange Act" means the Securities and Exchange Act of 1934, as
amended.

                                       12
<PAGE>

          "Existing Indebtedness" means the aggregate principal amount of the
Company's and its Restricted Subsidiaries' Indebtedness (other than Indebtedness
under the Credit Agreements) in existence on the date hereof, until such amounts
are repaid.

          "Fixed Charges" means, with respect to any specified Person for any
period, the sum, without duplication, of:

               (a) the consolidated interest expense on Indebtedness of such
          Person and its Restricted Subsidiaries for such period, whether paid
          or accrued, including, without limitation, amortization of debt
          issuance costs and original issue discount, non-cash interest
          payments, the interest component of any deferred payment obligations,
          the interest component of all payments associated with Capital Lease
          Obligations, imputed interest with respect to Attributable Debt,
          commissions, discounts and other fees and charges incurred in respect
          of letter of credit or bankers' acceptance financings, and net of the
          effect of all payments made or received pursuant to Hedging
          Obligations of the Company; plus

               (b) the consolidated interest of such Person and its Restricted
          Subsidiaries that was capitalized during such period; plus

               (c) any interest expense on Indebtedness of another Person that
          is Guaranteed and funded by such Person or one of its Restricted
          Subsidiaries or secured by a Lien on assets of such Person or one of
          its Restricted Subsidiaries; plus

               (d) the product of (i) all dividends, whether paid or accrued and
          whether or not in cash, on any series of Disqualified Stock of such
          Person or any of its Restricted Subsidiaries, times (ii) a fraction,
          the numerator of which is one and the denominator of which is one
          minus the then current combined federal, state and local statutory tax
          rate of such Person, expressed as a decimal, in each case, on a
          consolidated basis and in accordance with GAAP.

               Notwithstanding the foregoing, interest expense or other amounts
          incurred in the ordinary course of business by Conseco Finance shall
          not be included as part of Fixed Charges and interest expense related
          to investment borrowings of Insurance Subsidiaries shall be excluded
          from Fixed Charges.

          "Fixed Charge Coverage Ratio" means, with respect to any specified
Person for any period, the ratio of the Consolidated Adjusted Cash Flow of such
Person for such period to the Fixed Charges of such Person for such period. In
the event that the specified Person or any of its Subsidiaries incurs, assumes,
Guarantees, repays, repurchases or redeems any Indebtedness (other than ordinary
working capital borrowings) or issues, repurchases or redeems Preferred Stock
subsequent to the commencement of the period for which the Fixed Charge Coverage
Ratio is being calculated and on or prior to the date on which the event for
which the calculation of the Fixed Charge Coverage Ratio is made (the
"Calculation Date"), then the Fixed Charge Coverage Ratio will be calculated
giving pro forma effect to such incurrence, assumption, Guarantee, repayment,
repurchase or redemption of Indebtedness, or such issuance, repurchase

                                       13

<PAGE>

or redemption of Preferred Stock, and the use of the proceeds therefrom as if
the same had occurred at the beginning of the applicable four-quarter reference
period.

               In addition, for purposes of calculating the Fixed Charge
          Coverage Ratio:

               (a) acquisitions that have been made by the specified Person or
          any of its Restricted Subsidiaries, including through mergers or
          consolidations and including any related financing transactions,
          during the four-quarter reference period or subsequent to such
          reference period and on or prior to the Calculation Date will be given
          pro forma effect as if they had occurred on the first day of the
          four-quarter reference period and Consolidated Adjusted Cash Flow for
          such reference period will be calculated on a pro forma basis in
          accordance with Regulation S-X under the Securities Act;

               (b) the Consolidated Adjusted Cash Flow attributable to
          discontinued operations, as determined in accordance with GAAP, and
          operations or businesses disposed of prior to the Calculation Date,
          will be excluded; and

               (c) the Fixed Charges attributable to discontinued operations, as
          determined in accordance with GAAP, and operations or businesses
          disposed of prior to the Calculation Date, will be excluded, but only
          to the extent that the obligations giving rise to such Fixed Charges
          will not be obligations of the specified Person or any of its
          Restricted Subsidiaries following the Calculation Date.

          "GAAP" means generally accepted accounting principles set forth from
time to time in the opinions and pronouncements of the Accounting Principles
Board of the American Institute of Certified Public Accountants and statements
and pronouncements of the Financial Accounting Standards Board, which are in
effect on the date of the determination.

          "Guarantee" means a guarantee other than by endorsement of negotiable
instruments for collection in the ordinary course of business, direct or
indirect, in any manner including, without limitation, by way of a pledge of
assets or through letters of credit or reimbursement agreements in respect
thereof, of all or any part of any Indebtedness.

          "Hedging Obligations" means, with respect to any specified Person, the
obligations of such Person incurred in the normal course of business and
consistent with past practices and not for speculative purposes under:

               (a) interest rate swap agreements, interest rate cap agreements
          and interest rate collar agreements;

               (b) foreign exchange contracts and currency protection agreements
          entered into with one or more financial institutions designed to
          protect the person or entity entering into the agreement against
          fluctuations in interest rates or currency exchanges rates with
          respect to Indebtedness incurred and not for purposes of speculation;


                                       14

<PAGE>

               (c) any commodity futures contract, commodity option or other
          similar agreement or arrangement designed to protect against
          fluctuations in the price of commodities used by that entity at the
          time;

               (d) other agreements designed to hedge against market risks
          associated with the issuance of insurance products; and

               (e) other agreements or arrangements designed to protect such
          person against fluctuations in interest rates or currency exchange
          rates.

          "Indebtedness" means, with respect to any specified Person, any
indebtedness of such Person, whether or not contingent:

               (a) in respect of borrowed money;

               (b) evidenced by bonds, notes, debentures or similar instruments
          or letters of credit (or reimbursement agreements in respect thereof);

               (c) in respect of banker's acceptances;

               (d) representing Capital Lease Obligations;

               (e) representing the balance deferred and unpaid of the purchase
          price of any property, except any such balance that constitutes an
          accrued expense or trade payable; or

               (f) representing any Hedging Obligations;

if and to the extent any of the preceding items (other than letters of credit
and Hedging Obligations) would appear as a liability upon a balance sheet of the
specified Person prepared in accordance with GAAP; it being understood that for
the avoidance of doubt Trust Preferred Securities shall be Indebtedness for
purposes hereof. In addition, the term "Indebtedness" includes all Indebtedness
of others secured by a Lien on any asset of the specified Person (whether or not
such Indebtedness is assumed by the specified Person) and, to the extent not
otherwise included, the Guarantee by the specified Person of any indebtedness of
any other Person.

          The amount of any Indebtedness outstanding as of any date will be:

               (a) the accreted value of the Indebtedness, in the case of any
          Indebtedness issued with original issue discount; and

               (b) the principal amount of the Indebtedness, together with any
          interest on the Indebtedness that is more than 30 days past due, in
          the case of any other Indebtedness.

                                       15


<PAGE>

          "Insurance Subsidiary" means any of the Company's Subsidiaries that is
subject to regulation as an insurance company by the insurance regulatory
authorities of its jurisdiction of domicile.

          "Interest Only Security" means any interest, including servicing fees,
retained by Conseco Finance relating to the sale or securitization of loans,
leases, receivables or installment contracts, which constitutes either an
interest only security or a servicing right asset in accordance with GAAP.

          "Investment Grade Securities" means (i) cash or Cash Equivalents, (ii)
debt securities or debt instruments with a BBB- or higher rating by S&P, Baa3 or
higher rating by Moody's, or Class (2) or higher rating by the NAIC, or (iii)
commercial paper with an A-2 or higher rating by S&P or a P-2 or higher rating
by Moody's, or the equivalent of such ratings by S&P, Moody's or the NAIC, or,
if neither S&P, Moody's nor the NAIC makes a rating publicly available, the
equivalent of such ratings by a nationally recognized securities rating agency
or agencies, as the case may be, selected by the Company which shall be
substituted for S&P, Moody's or the NAIC. For purposes of this definition,
Indebtedness secured by one or more mortgages shall not be deemed to be debt
securities or debt instruments.

          "Investments" means, with respect to any Person, all direct or
indirect investments by such Person in other Persons (including Affiliates) in
the forms of loans (including Guarantees or other obligations), advances or
capital contributions (excluding commission, travel and similar advances to
officers and employees made in the ordinary course of business), purchases or
other acquisitions for consideration of Indebtedness, Equity Interests or other
securities, together with all items that are or would be classified as
investments on a balance sheet prepared in accordance with GAAP. If the Company
or any of its Subsidiaries sell or otherwise dispose of any Equity Interests of
any of the Company's direct or indirect Subsidiaries such that, after giving
effect to any such sale or disposition, such Person is no longer the Company's
Subsidiary, the Company will be deemed to have made an Investment on the date of
any such sale or disposition equal to the fair market value of the Equity
Interests of such Subsidiary not sold or disposed of in an amount determined as
provided in Section 4.04(c) hereof. The acquisition by the Company or any of its
Subsidiaries of a Person that holds an Investment in a third Person will be
deemed to be an Investment by the Company or such Subsidiary in such third
Person in an amount equal to the fair market value of the Investment held by the
acquired Person in such third Person in an amount determined as provided in
Section 4.04(c) hereof.

          "Legal Holiday" means a Saturday, a Sunday or a day on which banking
institutions are not required to be open in the State of New York or Indiana.

          "Lien" means, with respect to any asset, any mortgage, lien, pledge,
charge, security interest or encumbrance of any kind in respect of such asset,
whether or not filed, recorded or otherwise perfected under applicable law,
including any conditional sale or other title retention agreement, any lease in
the nature thereof, any option or other agreement to sell or give a security
interest in and any filing of or agreement to give any financing statement under
the Uniform Commercial Code (or equivalent statutes) of any jurisdiction.


                                       16

<PAGE>

          "Moody's" means Moody's Investors Service, Inc., or any successor to
the rating business thereof.

          "NAIC" means National Association of Insurance Commissioners, or any
successor organization thereto.

          "Net Income" means, with respect to any specified Person, the net
income (loss) of such Person, determined in accordance with GAAP and before any
reduction in respect of preferred stock dividends.

          "Net Proceeds" means the aggregate cash proceeds received by the
Company or any of its Restricted Subsidiaries in respect of any Asset Sale
(including, without limitation, any cash received upon the sale or other
disposition of any non-cash consideration received in any Asset Sale), net of
the direct costs relating to such Asset Sale, including, without limitation,
legal, accounting and investment banking fees, and sales commissions, and any
relocation expenses incurred as a result of the Asset Sale, taxes paid or
payable as a result of the Asset Sale, in each case, after taking into account
any available tax credits or deductions and any tax sharing arrangements, and
amounts required to be applied to the repayment of Indebtedness, other than
Senior Debt secured by a Lien on the asset or assets that were the subject of
such Asset Sale and any reserve for adjustment in respect of the sale price of
such asset or assets established in accordance with GAAP.

          "Non-Asset Finance Indebtedness" means total Indebtedness of Conseco
Finance less the sum of unrestricted cash and Cash Equivalents of Conseco
Finance, book value of all finance receivables of Conseco Finance and 85% of
servicing advance receivables of Conseco Finance.

          "Non-Investment Grade Securities" means any equity securities or debt
securities or debt instruments other than Investment Grade Securities, except
for (i) debt securities or debt instruments issued by the Company or its
Subsidiaries and (ii) Specified Investments.

          "Non-Recourse Debt" means Indebtedness:

               (a) as to which neither the Company nor any of the Company's
          Restricted Subsidiaries (i) provides credit support of any kind
          (including any undertaking, agreement or instrument that would
          constitute Indebtedness), (ii) is directly or indirectly liable as a
          guarantor or otherwise, or (iii) constitutes the lender;

               (b) no default with respect to which (including any rights that
          the holders of the Indebtedness may have to take enforcement action
          against an Unrestricted Subsidiary) would permit upon notice, lapse of
          time or both, any holder of any other Indebtedness (other than the
          Notes) of the Company or any of its Restricted Subsidiaries to declare
          a default on such other Indebtedness or cause the payment of the
          Indebtedness to be accelerated or payable prior to its stated
          maturity; and

               (c) as to which the lenders have been notified in writing that
          they will not have any recourse to the stock or assets of the Company
          or any of its Restricted Subsidiaries.

                                       17


<PAGE>

          "Obligations" means any principal, interest, penalties, fees,
indemnifications, reimbursements, damages and other liabilities payable under
the documentation governing any Indebtedness.

          "Permitted Business" means (a) the life insurance and reinsurance
business, (b) the investment management business, (c) consumer and commercial
finance business and (d) any business incidental or reasonably related thereto
or which is a reasonable extension thereof as determined in good faith by the
Company's board of directors or executive committee thereof and set forth in an
Officers' Certificate delivered to the Trustee.

          "Permitted Debt" means:

               (a) the incurrence by the Company and any of its Subsidiaries of
          Indebtedness and letters of credit (with letters of credit being
          deemed to have a principal amount equal to the Company's or any of its
          Subsidiaries' maximum potential liability thereunder) under:

                    (i) the Conseco Facilities in an aggregate amount at any one
               time outstanding not to exceed $1.5 billion; and

                    (ii) the D&O Facilities in an aggregate amount at any one
               time outstanding not to exceed the amount outstanding on the date
               hereof;

          provided, that the aggregate principal balance of Indebtedness that
          may be outstanding at any one time under the Credit Agreements shall
          be permanently reduced to the extent that the amount available under
          the Credit Agreements is, by the terms of any Credit Agreement then in
          effect, permanently reduced as a result of one or more Asset Sales;

               (b) the incurrence by the Company and its Restricted Subsidiaries
          of the Existing Indebtedness;

               (c) the incurrence of Indebtedness represented by the Notes
          issued and sold in the offering;

               (d) the incurrence by the Company or any of its Restricted
          Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or
          the net proceeds of which are used to refund, refinance or replace
          Indebtedness (other than intercompany Indebtedness) that was permitted
          by Section 4.05 hereof or clauses (b), (c), (d), (i) or (q) of this
          definition;

               (e) the incurrence by the Company or any of its Restricted
          Subsidiaries of intercompany Indebtedness between or among the Company
          and its Restricted Subsidiaries (or between Restricted Subsidiaries);
          provided, however, that: (i) any subsequent issuance or transfer of
          Equity Interests that results in any such Indebtedness being held by a
          Person other than the Company or any of its Subsidiaries and (ii) any
          sale or other transfer of any such Indebtedness to a Person that is
          not either the Company or its Restricted Subsidiary; will be deemed,
          in each case, to constitute an

                                       18

<PAGE>

          incurrence of such Indebtedness by the Company or such Subsidiary, as
          the case may be, that was not permitted by this clause (e);

               (f) the incurrence by the Company or any of its Subsidiaries of
          Hedging Obligations;

               (g) the Guarantee by the Company or any of its Subsidiaries of
          the Company's or its Subsidiaries' Indebtedness that was permitted to
          be incurred by another provision of this definition;

               (h) the accrual of interest, the accretion or amortization of
          original issue discount, the payment of interest on any Indebtedness
          in the form of additional Indebtedness with the same terms, and the
          payment of dividends on Disqualified Stock in the form of additional
          shares of the same class of Disqualified Stock will not be deemed to
          be an incurrence of Indebtedness or an issuance of Disqualified Stock
          for purposes of this definition; provided, in each such case, that the
          amount thereof is included in the Company's Fixed Charges as accrued;

               (i) the incurrence by Subsidiaries of Indebtedness related to
          Permitted Transactions;

               (j) contingent obligations of the Company and/or any of the
          Company's Subsidiaries in the ordinary course of business not
          otherwise described above or below in an aggregate amount not to
          exceed at any time ten percent (10%) of Total Shareholders' Equity of
          the Company;

               (k) the incurrence by the Company or any of its Subsidiaries of
          Permitted Nonrecourse Transaction Indebtedness;

               (l) the incurrence by the Company or any of its Subsidiaries of
          secured Indebtedness, including without limitation, capitalized lease
          liabilities and purchase money debt; provided, that the aggregate
          outstanding principal amount of Indebtedness of this type does not
          exceed at any time ten percent (10%) of Total Shareholders' Equity of
          the Company at such time;

               (m) Indebtedness in respect of surplus debentures entered into by
          an Insurance Subsidiary;

               (n) the incurrence by the Unrestricted Subsidiaries of
          Non-Recourse Debt; provided, however, that if any such Indebtedness
          ceases to be Non-Recourse Debt of an Unrestricted Subsidiary, such
          event will be deemed to constitute an incurrence of Indebtedness by
          the Company's Restricted Subsidiary that was not permitted by this
          clause (n);

               (o) Asset Finance Indebtedness; provided, that such Indebtedness
          is non-recourse to the Company;

                                       19
<PAGE>
               (p) Non-Asset Finance Indebtedness; provided, however, that such
          Non-Asset Finance Indebtedness shall not exceed at any time
          outstanding fifty percent (50%) of Total Shareholders' Equity of
          Conseco Finance and provided, further, that at the time of incurrence
          of such Non-Asset Finance Indebtedness, the ratio of Conseco Finance's
          Total Shareholders' Equity to Total Managed Receivables shall be at
          least 4%; and

               (q) the incurrence by the Company or any of its Restricted
          Subsidiaries of additional Indebtedness in an aggregate principal
          amount (or accreted value, as applicable) at any time outstanding,
          including all Permitted Refinancing Indebtedness incurred to refund,
          refinance or replace any Indebtedness incurred pursuant to this clause
          (q), not to exceed $200 million.

               For purposes of determining compliance with Section 4.05 hereof,
          in the event that an item of proposed Indebtedness (including Acquired
          Debt) meets the criteria of more than one of the categories of
          Permitted Debt described in clauses (a) through (q) above, or is
          entitled to be incurred pursuant to such covenant, the Company will be
          permitted to classify or (later classify or reclassify in whole or in
          part in the Company's sole discretion) such item of Indebtedness in
          any manner that complies with such Section.

               "Permitted Investments" means:

               (a) any Investment in the Company or any of its Restricted
          Subsidiaries;

               (b) any Investment in Cash Equivalents;

               (c) any Investment by the Company or any of its Subsidiaries in a
          Person, if as a result of such Investment:

                    (i) such Person becomes the Company's Restricted Subsidiary;
               or

                    (ii) such Person is merged, consolidated or amalgamated with
               or into, or transfers or conveys substantially all of its assets
               to, or is liquidated into, the Company or any of its Restricted
               Subsidiary;

               (d) any Investment made as a result of the receipt of non-cash
          consideration from an Asset Sale that was made pursuant to and in
          compliance with Section 4.03;

               (e) any acquisition of assets solely in exchange for the issuance
          of the Company's Equity Interests (other than Disqualified Stock);

               (f) any Investments received in compromise of obligations of such
          Persons incurred in the ordinary course of trade creditors or
          customers that were incurred in the ordinary course of business,
          including pursuant to any plan of reorganization or similar
          arrangement upon the bankruptcy or insolvency of any trade creditor or
          customer;

                                       20
<PAGE>

               (g) any Investment made by a Subsidiary (other than CIHC,
          Incorporated) in the ordinary course of its business;

               (h) Hedging Obligations permitted to be incurred under Section
          4.05; and

               (i) other Investments in any Person having an aggregate fair
          market value (measured on the date each such Investment was made and
          without giving effect to subsequent changes in value), when taken
          together with all other Investments made pursuant to this clause (i)
          that are at the time outstanding, not to exceed $50 million per year.

               "Permitted Liens" means:

               (a) Liens of the Company existing on the date hereof securing
          Senior Debt referred to in clauses (a), (b) and (c) of the definition
          of "Permitted Debt" herein that was permitted by the terms of Section
          4.05 hereof to be incurred;

               (b) Liens in the Company's favor;

               (c) Liens on property of a Person existing at the time such
          Person is merged with or into or consolidated with the Company or any
          of its Restricted Subsidiary; provided, that such Liens were in
          existence prior to the contemplation of such merger or consolidation
          and do not extend to any assets other than those of the Person merged
          into or consolidated with the Company or such Restricted Subsidiary;

               (d) Liens on property existing at the time of acquisition of the
          property by the Company or any of its Restricted Subsidiaries,
          provided, that such Liens were in existence prior to the contemplation
          of such acquisition;

               (e) Liens existing on the date hereof, including any subsequent
          renewals, extensions or replacements thereof which do not increase
          with respect to the Obligations secured;

               (f) Liens for taxes, assessments or governmental charges or
          claims that are not delinquent for more than 60 days or that are being
          contested in good faith by appropriate proceedings promptly instituted
          and diligently concluded, provided, that any reserve or other
          appropriate provision as is required in conformity with GAAP has been
          made therefor;

               (g) Liens on assets of Unrestricted Subsidiaries that secure
          Non-Recourse Debt of Unrestricted Subsidiaries;

               (h) Liens in connection with Permitted Transactions;

               (i) Liens incurred in the ordinary course of business in
          connection with worker's compensation, unemployment insurance or other
          forms of governmental insurance or benefits or to secure performance
          of tenders, statutory obligations, leases

                                       21

<PAGE>

          and contracts (other than for borrowed money) entered into the
          ordinary course of business or to secure obligations on surety or
          appeal bonds;

               (j) Liens of mechanics, carriers, and materialmen and other like
          Liens arising in the ordinary course of business in respect of
          obligations which are not overdue for more than 60 days or which are
          being contested in good faith and by appropriate proceedings and with
          respect to which adequate reserves are being maintained in accordance
          with GAAP;

               (k) Liens arising in the ordinary course of business for sums
          being contested in good faith and by appropriate proceedings and with
          respect to which adequate reserves are being maintained in accordance
          with GAAP, or for sums not due, and in either case not involving any
          deposits or advances for borrowed money or the deferred purchase price
          of property or services;

               (l) Liens in favor of the trustees on sums required to be
          deposited with such trustees under the senior and subordinated
          indentures of the Company and its Subsidiaries existing as of the date
          hereof;

               (m) Liens incurred on assets of Conseco Finance securing
          Indebtedness which is expressly permitted by clause (o) or (p) of the
          definition of Permitted Debt herein;

               (n) Liens securing Indebtedness permitted by clause (l) of the
          definition of Permitted Debt herein;

               (o) easements, rights-of-way, zoning restrictions, restrictions
          and other similar encumbrances incurred in the ordinary course of
          business and which do not materially interfere with the ordinary
          course of business of the Company and its Subsidiaries;

               (p) Liens on property of the Company and its Subsidiaries in
          favor of landlords securing licenses, subleases or leases of property
          permitted hereunder;

               (q) licenses, leases or subleases permitted hereunder granted to
          others not interfering in any material respect in the business of the
          Company and its Subsidiaries;

               (r) attachment or judgment Liens not constituting an Event of
          Default under the Indenture;

               (s) Liens arising from precautionary Uniform Commercial Code
          financing statement filings with respect to operating leases or
          consignment arrangements entered into by the Company and its
          Subsidiaries in the ordinary course of business;

               (t) Liens in connection with a Permitted TeleCorp Hedge
          Transaction; and

                                       22
<PAGE>

               (u) Liens incurred in the ordinary course of business of the
          Company or its Subsidiaries with respect to obligations that do not
          exceed $50 million at any time outstanding.

          "Permitted Nonrecourse Transaction Indebtedness" means nonrecourse
Indebtedness of the Company and its Restricted Subsidiaries (other than Conseco
Finance) resulting from the sale or securitization of non-Admitted Assets,
policy loans, B-Share Financings, CBOs and CMOs.

          "Permitted Refinancing Indebtedness" means any of the Company's or its
Subsidiaries' Indebtedness issued in exchange for, or the net proceeds of which
are used to extend, refinance, renew, replace, defease or refund of the
Company's or its Subsidiaries' other Indebtedness (other than intercompany
Indebtedness); provided, that:

               (a) the principal amount (or accreted value, if applicable) of
          such Permitted Refinancing Indebtedness does not exceed the principal
          amount (or accreted value, if applicable) of the Indebtedness
          extended, refinanced, renewed, replaced, defeased or refunded (plus
          all accrued interest on the Indebtedness and the amount of all
          expenses and premiums incurred in connection therewith);

               (b) such Permitted Refinancing Indebtedness has a final maturity
          date later than the final maturity date of, and has a Weighted Average
          Life to Maturity equal to or greater than the Weighted Average Life to
          Maturity of, the Indebtedness being extended, refinanced, renewed,
          replaced, defeased or refunded;

               (c) if the Indebtedness being extended, refinanced, renewed,
          replaced, defeased or refunded is subordinated in right of payment to
          the Notes, such Permitted Refinancing Indebtedness has a final
          maturity date later than the final maturity date of, and is
          subordinated in right of payment to, the Notes on terms at least as
          favorable to the Holders of Notes as those contained in the
          documentation governing the Indebtedness being extended, refinanced,
          renewed, replaced, defeased or refunded; and

               (d) such Indebtedness is incurred either by the Company or by the
          Subsidiary who is the obligor on the Indebtedness being extended,
          refinanced, renewed, replaced, defeased or refunded.

          "Permitted TeleCorp Hedge Transaction" means Liens securing
obligations under hedging transactions relating to the value of the capital
stock in TeleCorp PCS, Inc. with counterparties having a senior unsecured
non-credit enhancing long-term debt rating of at least A2 from Moody's and A
from S&P.

          "Permitted Transactions" means (a) mortgage-backed security
transactions in which an investor sells mortgage collateral, such as securities
issued by the Government National Mortgage Association and the Federal Home Loan
Mortgage Corporation for delivery in the current month while simultaneously
contracting to repurchase "substantially the same" (as determined by the Public
Securities Association and GAAP) collateral for a later settlement, (b)
transactions in which an investor lends cash to a primary dealer and the primary
dealer collateralizes the borrowing of the cash with certain securities, (c)
transactions in which an

                                       23

<PAGE>

investor lends securities to a primary dealer and the primary dealer
collateralizes the borrowing of the securities with cash collateral, (d)
transactions in which an investor makes loans of securities to a broker-dealer
under an agreement requiring such loans to be continuously secured by cash
collateral or United States government securities, (e) transactions in which a
federal home loan mortgage bank (a "FHLMB") makes loans, which are sufficiently
secured by appropriate assets consisting of government agency mortgage-backed
securities, in accordance with the rules, regulations and guidelines of such
FHLMB for its loan programs, (f) financing transactions in which Conseco Finance
sells or transfers as collateral loans, leases, receivables or installment
contracts to a third party while simultaneously contracting to repurchase or
reacquire substantially the same assets and (g) the issuance of any asset backed
securities by Conseco Finance.

          "Person" means any individual, corporation, partnership, joint
venture, association, joint-stock company, trust, unincorporated organization,
limited liability company or government or any agency or political subdivision
thereof.

          "Preferred Stock" means any Capital Stock of a Person, however
designated, which entitles the holder thereof to a preference with respect to
the payment of dividends, or as to the distribution of assets upon any voluntary
or involuntary liquidation or dissolution of such Person, over shares of any
other class of Capital Stock issued by such Person. Preferred Stock includes
Disqualified Stock and any Trust Preferred Securities.

          "Receivables" means consumer and commercial loans, leases and
receivables purchased or originated by the Company or any Restricted Subsidiary
in the ordinary course of business; provided, however, that for purposes of
determining the amount of a Receivable at any time, such amount shall be
determined in accordance with GAAP, consistently applied, as of the most recent
practicable date.

          "Restricted Investment" means an Investment other than a Permitted
Investment.

          "Restricted Subsidiary" of a Person means any Subsidiary of the
referent Person that is not an Unrestricted Subsidiary.

          "S&P" means Standard & Poor's Corporation, or any successor to the
rating business thereto.

          "Sale and Leaseback Transaction" means any direct or indirect
arrangement relating to property now owned or hereafter acquired whereby the
Company or any of its Subsidiaries transfer such property to another Person and
the Company or any of its Subsidiaries lease it from such Person.

          "Senior Debt" means:

               (a) the Company's Indebtedness outstanding under Credit
          Facilities and all Hedging Obligations with respect thereto;

               (b) any other Indebtedness of the Company permitted to be
          incurred under the terms of the Indenture, unless the instrument under
          which such Indebtedness is

                                       24

<PAGE>

          incurred expressly provides that it is on a parity with or
          subordinated in right of payment to the Notes; and

               (c) all Obligations with respect to the items listed in the
          preceding clauses (a) and (b).

               Notwithstanding anything to the contrary in the preceding, Senior
          Debt will not include:

               (a) any liability for federal, state, local or other taxes owed
          or owing by the Company;

               (b) any intercompany Indebtedness of the Company or any of its
          Subsidiaries to the Company or any of its Affiliates;

               (c) any trade payables; or

               (d) the portion of any Indebtedness that is incurred in violation
          of the Indenture.

          "Senior Executive" means the chief financial officer, treasurer or
member of the office of the chief executive of the Company.

          "Shorter-Term Public Debt" means the Company's 8.5% Notes due October
15, 2002, 6.4% Notes due February 10, 2003, 8?% Senior Notes due February 15,
2003, 10.5% Senior Notes due December 15, 2004, 8.75% Notes due February 9,
2004, 6.8% Notes due June 15, 2005 and 9% Notes due October 15, 2006.

          "Significant Subsidiary" means any Subsidiary of the Company with,
after the elimination of intercompany accounts, (a) assets which constituted at
least 5% of the Company's consolidated total assets, or (b) revenues which
constituted at least 5% of the Company's consolidated total revenue or (c) net
earnings which constituted at least 5% of the Company's consolidated total net
earnings, but not less than $10,000,000, all as determined as of the date of the
Company's most recently prepared quarterly financial statements for the 12-month
period then ended.

          "Specified Investments" means Investments by the Company or any of its
Subsidiaries of up to $50 million in the aggregate at any one time in (1)
companies conducting solely insurance business (or holding companies holding
solely Capital Stock of such companies), or (2) debt or equity securities of one
or more Persons controlled by the Company or its Affiliates, or in Persons
controlled by such Persons, which are formed primarily for the purpose of
investing in or acquiring, and owning and operating, insurance businesses.

          "Stated Maturity" means, with respect to any installment of interest
or principal on any series of Indebtedness, the date on which the payment of
interest or principal was scheduled to be paid in the original documentation
governing such Indebtedness, and will not include any contingent obligations to
repay, redeem or repurchase any such interest or principal prior to the date
originally scheduled for the payment thereof.


                                       25

<PAGE>

          "Statutory Accounting Practices" means, with respect to an Insurance
Subsidiary, applicable statutory accounting practices prescribed or permitted by
the state of domicile of such Insurance Subsidiary.

          "Subsidiary" means, with respect to any specified Person:

               (a) any corporation, association or other business entity of
          which more than 50% of the total voting power of shares of Capital
          Stock entitled (without regard to the occurrence of any contingency)
          to vote in the election of directors, managers or trustees of the
          corporation, association or other business entity is at the time owned
          or controlled, directly or indirectly, by that Person or one or more
          of the other Subsidiaries of that Person (or a combination thereof);

               (b) any partnership (i) the sole general partner or the managing
          general partner of which is such Person or a Subsidiary of such Person
          or (ii) the only general partners of which are that Person or one of
          more Subsidiaries of that Person (or any combination thereof);

               (c) any limited liability company of which more than 50% of the
          membership interest is owned or controlled by that Person or a
          Subsidiary of such Person; and

               (d) a trust, association or other unincorporated organization of
          which more than 50% of the beneficial interest is owned or controlled
          by such Person or a Subsidiary of such Person; provided, that, with
          respect to any Investment made by the Company in any Person in the
          ordinary course of business solely for investment purposes, such
          Person shall not be considered a Subsidiary of the Company for the
          purposes of this Supplemental Indenture if such Person is not integral
          to the business or operations of the Company or any Significant
          Subsidiary.

          "Total Managed Receivables" means the averaged managed receivables of
Conseco Finance, as reported in its most recent annual report on Form 10-K filed
with the Commission.

          "Total Shareholders' Equity" means, with respect to any specified
Person, the sum of, without duplication, total common and preferred
shareholders' equity of such specified Person as determined in accordance with
GAAP (calculated excluding unrealized gains (losses) of securities as determined
in accordance with FAS 115), less any amounts attributable to Disqualified
Stock.

          "Treasury Rate" means, with respect to the Notes, the yield to
maturity at the time of computation of United States Treasury securities with a
constant maturity (as compiled and published in the most recent Federal Reserve
Statistical Release H.15(519) which has become publicly available at least two
Business Days prior to the date fixed for redemption (or, if such Statistical
Release is no longer published, any publicly available source of similar market
data)) most nearly equal to the then remaining Weighted Average Life to Maturity
of the Notes; provided, however, that if the Weighted Average Life to Maturity
of the Notes is not equal to the constant maturity of a United States Treasury
security for which a weekly average yield is given,

                                       26


<PAGE>

the Treasury Rate shall be obtained by linear interpolation (calculated to the
nearest one-twelfth of a year) from the weekly average yields of United States
Treasury securities for which such yields are given, except that, if the
Weighted Average Life to Maturity of such series is less than one year, the
weekly average yield on actually traded United States Treasury securities
adjusted to a constant maturity of one year shall be used.

          "Trust Preferred Securities" means mandatorily redeemable preferred
securities (a) issued by one or more Delaware business trusts formed by the
Company and (b) guaranteed by the Company, including specifically, "MIPS,"
"QuIPS," "TOPrS," "TruPS" and similar instruments.

          "Uniform Commercial Code" means the New York Uniform Commercial Code
as in effect from time to time.

          "Unrestricted Subsidiary" means any of the Company's Subsidiaries that
is designated by the Company's board of directors or the executive committee
thereof as an Unrestricted Subsidiary pursuant to a resolution, but only to the
extent that such Subsidiary:

               (a) has no Indebtedness other than Non-Recourse Debt;

               (b) is not party to any agreement, contract, arrangement or
          understanding with the Company or any of its Restricted Subsidiaries
          unless the terms of any such agreement, contract, arrangement or
          understanding are no less favorable to the Company or any of its
          Restricted Subsidiary than those that might be obtained at the time
          from Persons who are not the Company's Affiliates;

               (c) is a Person with respect to which neither the Company nor any
          of the Company's Restricted Subsidiaries have any direct or indirect
          obligation (a) to subscribe for additional Equity Interests or (b) to
          maintain or preserve such Person's financial condition or to cause
          such Person to achieve any specified levels of operating results;

               (d) has not Guaranteed or otherwise directly or indirectly
          provided credit support for any Indebtedness of the Company or any of
          its Restricted Subsidiaries; and

               (e) has at least one director on its board of directors that is
          not a director or executive officer of the Company or any of its
          Restricted Subsidiaries and has at least one executive officer that is
          not a director or executive officer of the Company or any of its
          Restricted Subsidiaries.

               Any designation of any of the Company's Subsidiaries as an
          Unrestricted Subsidiary will be evidenced to the Trustee by filing
          with the Trustee a certified copy of the board resolution giving
          effect to such designation and an Officers' Certificate certifying
          that such designation complied with the preceding conditions and was
          permitted by Section 4.04. If, at any time, any Unrestricted
          Subsidiary would fail to meet the preceding requirements as an
          Unrestricted Subsidiary, it will thereafter cease to be an
          Unrestricted Subsidiary for purposes of the Indenture and any
          Indebtedness of such

                                       27

<PAGE>

          Subsidiary will be deemed to be incurred by the Company's Restricted
          Subsidiaries as of such date and, if such Indebtedness is not
          permitted to be incurred as of such date under Section 4.05, the
          Company will be in default of such Section. The Company's board of
          directors may at any time designate any Unrestricted Subsidiary to be
          a Restricted Subsidiary; provided, that such designation will be
          deemed to be an incurrence of Indebtedness by the Company's Restricted
          Subsidiaries of any outstanding Indebtedness of such Unrestricted
          Subsidiary and such designation will only be permitted if (1) such
          Indebtedness is permitted under Section 4.05, calculated on a pro
          forma basis as if such designation had occurred at the beginning of
          the four-quarter reference period; and (2) no Default or Event of
          Default would be in existence following such designation.

          "Voting Stock" of any Person as of any date means the Capital Stock of
such Person that is at the time entitled to vote in the election of the board of
directors of such Person.

          "Weighted Average Life to Maturity" means, when applied to any
Indebtedness at any date, the number of years obtained by dividing:

               (a) the sum of the products obtained by multiplying (i) the
          amount of each then remaining installment, sinking fund, serial
          maturity or other required payments of principal, including payment at
          final maturity, in respect of the Indebtedness, by (ii) the number of
          years (calculated to the nearest one-twelfth) that will elapse between
          such date and the making of such payment; by

               (b) the then outstanding principal amount of such Indebtedness.

               Section 2.02. Other Definitions.
<TABLE>
<CAPTION>

Term                                                                                            Defined in Section
----                                                                                            ------------------
<S>                                                                                                           <C>
"Additional Notes"                                                                                            1.02
"Affiliate Transaction"                                                                                       4.08
"Bankruptcy Law"                                                                                              6.01
"Change of Control Offer"                                                                                     4.02
"Change of Control Payment"                                                                                   4.02
"Change of Control Payment Date"                                                                              4.02
"covenant defeasance"                                                                                         7.02
"Custodian"                                                                                                   6.01
"defeasance"                                                                                                  7.03
"Events of Default"                                                                                           6.01
"Initial Notes"                                                                                               1.02
"Notice of Default"                                                                                           6.01
"Payment Default"                                                                                             6.01
</TABLE>

          Section 2.03. Incorporation by Reference of Trust Indenture Act. The
Indenture is subject to the mandatory provisions of the Trust Indenture Act,
which are incorporated by reference in and made a part of the Indenture. The
following Trust Indenture Act terms have the following meanings:

                                       28
<PAGE>

          "indenture securities" means the Notes.

          "indenture security holder" means a Holder.

          "indenture to be qualified" means this Supplemental Indenture.

          "indenture trustee" or "institutional trustee" means the Trustee.

          "obligor" on the indenture securities means the Company and any other
obligor on the indenture securities.

          All other Trust Indenture Act terms used in this Indenture that are
defined by the Trust Indenture Act, defined by Trust Indenture Act reference to
another statute or defined by Commission rule have the meanings assigned to them
by such definitions.

                                  ARTICLE III

                                   REDEMPTION

          The provisions set forth below shall be applicable to the Company and
the Trustee in addition to the provisions in Article 10 of the Existing
Indenture, which shall be otherwise applicable in respect of the Notes.

          Section 3.01. Optional Redemption. (a) From and after the issuance of
Notes, Notes will be subject to redemption at the option of the Company, in
whole or in part, at any time or from time to time at a Redemption Price equal
to the sum of the principal amount of the Notes plus accrued and unpaid
interest, if any, accrued to the Redemption Date (subject to the right of
Holders of record on the relevant Record Date to receive interest due on the
relevant Interest Payment Date) plus the Applicable Premium.

               (b) From and after June 15, 2005, the Notes shall be subject to
redemption at the option of the Company, in whole or in part, upon not less than
30 nor more than 60 days' notice, at the Redemption Prices (expressed as
percentages of principal amount) set forth below plus accrued and unpaid
interest thereon to the applicable Redemption Date (subject to the right of
Holders of record on the relevant Record Date to receive interest due on the
relevant Interest Payment Date) if redeemed during the twelve-month period
beginning on June 15 of the years indicated below:

                           Year                               Percentage
                           ----                               ----------
                           2005                               105.375%
                           2006                               102.688%
                           2007 and thereafter                100.000%

               (c) At any time and from time to time prior to June 15, 2004, the
Company may redeem in the aggregate up to 35% of the aggregate principal amount
of the Notes then Outstanding with the proceeds of one or more Equity Offerings,
at a Redemption Price of 110.75% of the principal amount plus accrued and unpaid
interest to the Redemption Date (subject to the right of Holders of record on
the relevant Record Date to receive interest due on

                                       29

<PAGE>

the relevant Interest Payment Date); provided, that (i) at least 65% of the
aggregate principal amount of the Notes then Outstanding remain Outstanding
immediately after the occurrence of such redemption excluding Notes held by the
Company or any of its Subsidiaries and (ii) the redemption occurs within 45 days
of the date of the closing of such Equity Offering.

          Section 3.02. Selection. If less than all of the Notes are to be
redeemed at any time, the Trustee shall select Notes for redemption as follows:

                    (1) if the Notes are listed on any national securities
               exchange (within the meaning of a "national securities exchange"
               in Section 6 of the Exchange Act), in compliance with the
               requirements of the principal national securities exchange on
               which the Notes are listed; or

                    (2) if the Notes are not listed on any "national securities
               exchange," on a pro rata basis, by lot or by such method as the
               Trustee deems fair and appropriate.

          Section 3.03. No Conditional Redemption. No notice of redemption with
respect to the Notes may provide that such redemption is conditioned upon the
deposit of moneys by the Company or that the Company retains the right to
rescind such notice.

                                   ARTICLE IV

                                    COVENANTS

          The covenants set forth below shall be applicable to the Company in
addition to the covenants in Article 9 of the Existing Indenture, which shall in
all respects be applicable in respect of the Notes.

          Section 4.01. Covenant Cancellation. When:

                    (i) the Notes have been rated as Investment Grade Securities
               by either S&P or Moody's; and

                    (ii) no Default or Event of Default has occurred and is
               continuing under the Indenture as of such time;

the Company and the Subsidiaries will not thereafter be subject to the following
provisions of this Supplemental Indenture: Sections 4.03, 4.04, 4.05, 4.07,
4.08, 4.10, 4.11, 5.01(a)(4) and 5.01(a)(5).

          Section 4.02. Change of Control. Upon the occurrence of a Change of
Control, each Holder of Notes shall have the right to require the Company to
repurchase all or any part (equal to $1,000 or an integral multiple thereof) of
such Holder's Notes pursuant to the offer described below (the "Change of
Control Offer") at an offer price in cash equal to 101% of the aggregate
principal amount thereof plus accrued and unpaid interest thereon, if any, to
the date of purchase (the "Change of Control Payment"). Within ten days
following any Change of Control, the Company shall mail a notice to each Holder
describing the transaction or transactions that

                                       30

<PAGE>

constitute the Change of Control and offering to repurchase Notes on the date
specified in such notice, which date shall be no earlier than 30 days and no
later than 60 days from the date such notice is mailed (the "Change of Control
Payment Date"), pursuant to the procedures required by this Section 4.02 and
described in such notice. The notice, which shall govern the terms of the Change
of Control Offer, shall state:

               (a) that the Change of Control Offer is being made pursuant to
          this Section 4.02 and that all Notes tendered will be accepted for
          payment;

               (b) the Change of Control Payment and the Change of Control
          Payment Date;

               (c) that any Notes not tendered will continue to accrue interest
          in accordance with the terms of the Indenture;

               (d) that, unless the Company defaults in the payment of the
          Change of Control Payment, all Notes accepted for payment pursuant to
          the Change of Control Offer shall cease to accrue interest after the
          Change of Control Payment Date;

               (e) that Holders electing to have Notes purchased pursuant to the
          Change of Control Offer will be required to surrender their Notes,
          with the form entitled "Option of Holder to Elect Purchase" on the
          reverse of the Notes completed, to the Paying Agent at the address
          specified in the notice prior to the close of business on the Business
          Day preceding the Change of Control Payment Date;

               (f) that Holders will be entitled to withdraw their election if
          the Paying Agent receives, not later than the close of business on the
          Business Day preceding the Change of Control Payment Date, a telegram,
          telex, facsimile transmission or letter setting forth the name of the
          Holder, the principal amount of Notes the Holder delivered for
          purchase, and a statement that such Holder is withdrawing his election
          to have such Notes purchased;

               (g) that Holders whose Notes are being purchased only in part
          will be issued new Notes equal in principal amount to the unpurchased
          portion of the Notes surrendered, which unpurchased portion must be
          equal to $1,000 in principal amount or an integral multiple thereof;
          and

               (h) the circumstances and relevant facts regarding such Change of
          Control (including, but not limited to, information with respect to
          pro forma historical and, if available, projected financial
          information after giving effect to such Change of Control, information
          regarding the Person or Persons acquiring control and such Person's or
          Persons' business plans going forward).

          The Company shall comply with the requirements of Rule 14e-1 of the
Exchange Act and any other securities laws and regulations thereunder to the
extent such laws and regulations are applicable in connection with the
repurchase of the Notes as a result of a Change of Control. To the extent that
the provisions of any securities laws or regulations conflict with the
provisions of this Section 4.02, the Company shall comply with the applicable
securities laws

                                       31

<PAGE>

and regulations and shall not be deemed to have breached its obligations under
this Section 4.02 by virtue thereof.

          On the Change of Control Payment Date, the Company shall, to the
extent lawful, (1) accept for payment all Notes or portions thereof properly
tendered pursuant to the Change of Control Offer, (2) deposit with the Paying
Agent an amount equal to the Change of Control Payment in respect of all Notes
or portions thereof so tendered and (3) deliver or cause to be delivered to the
Trustee the Notes so accepted together with an Officers' Certificate stating the
aggregate principal amount of Notes or portions thereof being purchased by the
Company. The Paying Agent shall promptly mail to each Holder of Notes so
tendered the Change of Control Payment for such Notes, and the Trustee shall
promptly authenticate and mail (or cause to be transferred by book entry) to
each Holder a new Note equal in principal amount to any unpurchased portion of
the Notes surrendered, if any; provided, that each such new Note shall be in a
principal amount of $1,000 or an integral multiple thereof. The Company shall
publicly announce the results of the Change of Control Offer on or as soon as
practicable after the Change of Control Payment Date.

          The Change of Control provisions described in this Section 4.02 shall
be applicable whether or not any other provisions of the Indenture are
applicable.

          The Company shall not be required to make a Change of Control Offer
upon a Change of Control if a third party makes the Change of Control Offer in
the manner, at the times and otherwise in compliance with the requirements set
forth in this Section 4.02 applicable to a Change of Control Offer made by the
Company, and purchases all Notes validly tendered and not withdrawn under such
Change of Control Offer.

          Section 4.03. Limitation on Asset Sales.

               (a) The Company shall not, and shall not permit any of its
          Restricted Subsidiaries to, consummate an Asset Sale unless (i) the
          Company (or the Restricted Subsidiary, as the case may be) receives
          consideration at the time of such Asset Sale at least equal to the
          fair market value of the assets or Equity Interests issued or sold or
          otherwise disposed of, (ii) such fair market value is determined by
          the board of directors of the Company or the executive committee
          thereof and evidenced by its resolution set forth in an Officers'
          Certificate delivered to the Trustee, and (iii) at least 75% of the
          consideration therefor received by the Company or such Restricted
          Subsidiary is in the form of cash. For purposes of this Section 4.03,
          the following will be deemed to be cash: (x) any liabilities (as shown
          on the Company's or such Restricted Subsidiary's most recent balance
          sheet) of the Company or any Restricted Subsidiary (other than
          contingent liabilities and liabilities that are by their terms
          subordinated to the Notes) that are expressly assumed by the
          transferee of any such assets pursuant to a customary novation
          agreement that releases the Company or such Restricted Subsidiary from
          further liability and (y) any securities, notes or other obligations
          received by the Company or such Restricted Subsidiary from such
          transferee that are contemporaneously, subject to ordinary settlement
          periods, converted by the Company or such Restricted Subsidiary into
          cash, to the extent of the cash received in that conversion.

                                       32


<PAGE>

               Notwithstanding clause (iii) of the first sentence of paragraph
          (a) above, any Asset Sale having a fair market value of up to $200
          million in the aggregate per year may be for consideration that is
          less than 75% but at least 50% in the form of cash.

               (b) The Company or the Restricted Subsidiary, as the case may be,
          within 360 days after the receipt of any Net Proceeds from an Asset
          Sale subject to this Section, may apply such Net Proceeds at its
          option (1) to reduce (A) Indebtedness under a Credit Facility and to
          correspondingly reduce commitments with respect thereto, (B) any
          Shorter-Term Public Debt or (C) any Indebtedness of a Restricted
          Subsidiary; (2) to acquire all or substantially all of the assets of,
          or a majority of the Voting Stock of, another Permitted Business; (3)
          to make a capital expenditure; (4) to acquire any other assets, in
          each case, that are used or useful in a Permitted Business; or (5) to
          fund the cash on hand of the Company, up to a maximum of $200 million
          of additions to such cash on hand.

               Pending the final application of any such Net Proceeds, the
          Company or such Restricted Subsidiary may temporarily reduce revolving
          credit borrowings or otherwise invest such Net Proceeds in any manner
          that is not prohibited hereby or by the Existing Indenture.

               (c) Any Net Proceeds from Asset Sales that are not applied or
          invested as provided in paragraph (b) shall be deemed to constitute
          "Excess Proceeds." When the aggregate amount of Excess Proceeds
          exceeds $50 million, the Company shall be required to make an offer
          (pro rata in proportion to the principal amount (or accreted value, if
          applicable) outstanding in respect of any of the Notes or any
          Indebtedness ranking pari passu in right of payment with the Notes,
          the terms of which Indebtedness contain provisions similar to those
          set forth herein with respect to offers to purchase or redeem with the
          proceeds of sales of assets) to all Holders of Notes (an "Asset Sale
          Offer") to purchase the maximum principal amount of Notes and such
          other pari passu Indebtedness that may be purchased out of the Excess
          Proceeds, at an offer price in cash in an amount equal to 100% of the
          principal amount thereof plus accrued and unpaid interest thereon to
          the date of purchase. The Company shall settle its obligations to
          Holders in respect of any Asset Sale Offer in cash. If any Excess
          Proceeds remain after consummation of an Asset Sale Offer, the Company
          may use such Excess Proceeds for any purpose not otherwise prohibited
          by the Indenture. If the aggregate principal amount of the Notes and
          other pari passu Indebtedness tendered into such Asset Sale Offer
          exceeds the amount of Excess Proceeds, the Trustee shall select the
          Notes and such other pari passu Indebtedness to be purchased on a pro
          rata basis. Upon completion of each Asset Sale Offer, the amount of
          the Excess Proceeds will be reset at zero.

               (d) The Company shall comply, to the extent applicable, with the
          requirements of Rule 14e-1 of the Exchange Act and any other
          securities laws or regulations in connection with the repurchase of
          Notes pursuant to this Section 4.03. To the extent that the provisions
          of any securities laws or regulations conflict with the provisions of
          this Section 4.03, the Company shall comply with the applicable
          securities laws and regulations and shall not be deemed to have
          breached its obligations under this Section 4.03 by virtue thereof.

          Section 4.04. Limitation on Restricted Payments. (a) The Company shall
not, and shall not permit any of its Restricted Subsidiaries to, directly or
indirectly:


                                       33

<PAGE>

               (i)  (A) declare or pay any dividend or make any other payment or
          distribution on account of the Company's or to the extent non-ratable
          any of the Restricted Subsidiaries' Equity Interests (including,
          without limitation, any payment in connection with any merger or
          consolidation involving the Company or any of its Restricted
          Subsidiaries) or to the direct or indirect holders of the Company's or
          to the extent non-ratable any of the Restricted Subsidiaries' Equity
          Interests in their capacity as such (other than dividends or
          distributions payable in Equity Interests (other than Disqualified
          Stock) or to the Company or one of its Restricted Subsidiaries);

                    (B) purchase, redeem or otherwise acquire or retire for
          value (including, without limitation, in connection with any merger or
          consolidation involving the Company) any of the Company's Equity
          Interests or its Restricted Subsidiaries' Equity Interests not held by
          the Company or a Restricted Subsidiary or Trust Preferred Securities;

                    (C) make any payment on or with respect to, or purchase,
          redeem, defease or otherwise acquire or retire for value any
          Indebtedness that is subordinated to the Notes, except (A) a payment
          of interest or principal at the Stated Maturity thereof, (B)
          intercompany Indebtedness, (C) prepayments of capital lease
          liabilities in connection with the disposition of the related asset or
          property and (D) payments on Indebtedness of Conseco Finance; or

                    (D) make any Restricted Investment (all such payments and
          other actions set forth in these clauses (A) through (D) being
          collectively referred to as "Restricted Payments"),

unless, at the time of and after giving effect to such Restricted Payment:

               (ii) (A) no Default or Event of Default has occurred and is
          continuing or would occur as a consequence of such Restricted Payment;

                    (B) the Company would, at the time of such Restricted
          Payment and after giving pro forma effect thereto as if such
          Restricted Payment had been made at the beginning of the applicable
          four-quarter period, have been permitted to incur at least $1.00 of
          additional Indebtedness under the Fixed Charge Coverage Ratio test set
          forth in the second proviso of Section 4.05; and

                    (C) such Restricted Payment, together with the aggregate
          amount of all other Restricted Payments made by the Company and its
          Restricted Subsidiaries after the date hereof (excluding Restricted
          Payments permitted by clauses (ii), (iii) and (iv) of paragraph (b)
          below), is less than the sum, without duplication, of:


                                       34

<PAGE>

                         (1) 50% of the Company's Consolidated Net Income for
                    the period (taken as one accounting period) from the
                    beginning of the first fiscal quarter commencing after the
                    date hereof to the end of the Company's most recently ended
                    fiscal quarter for which internal financial statements are
                    available at the time of such Restricted Payment (or, if
                    such Consolidated Net Income for such period is a deficit,
                    less 100% of such deficit); plus

                         (2) 100% of the aggregate net cash proceeds received by
                    the Company since the date hereof as a contribution to the
                    Company's common equity capital or from the issue or sale of
                    the Company's Equity Interests (other than Disqualified
                    Stock) or from the issue or sale of the Company's
                    convertible or exchangeable Disqualified Stock or the
                    Company's convertible or exchangeable debt securities that
                    have been converted into or exchanged for such Equity
                    Interests (other than Equity Interests or Disqualified Stock
                    or debt securities) sold to any of the Company's
                    Subsidiaries; plus

                         (3) to the extent that any Restricted Investment that
                    was made after the date hereof is sold for cash or otherwise
                    liquidated or repaid for cash, the lesser of (i) the cash
                    return of capital with respect to such Restricted Investment
                    (less the cost of disposition, if any) and (ii) the initial
                    amount of such Restricted Investment; plus

                         (4) to the extent that the Company redesignates any
                    Unrestricted Subsidiary as a Restricted Subsidiary after the
                    date hereof and elects to treat the amount specified in
                    Section 4.09 as a Restricted Payment for purposes of this
                    paragraph (as permitted by such Section 4.09), the lesser of
                    (i) the fair market value of the Company's Investment in
                    such Subsidiary as of the date of such redesignation or (ii)
                    such fair market value as of the date on which the Company
                    originally designated such Subsidiary as an Unrestricted
                    Subsidiary.

          (b) So long as no Default or Event of Default has occurred and is
continuing or would be caused thereby, paragraph (a) above shall not prohibit:

               (i) the payment of any dividend within 60 days after the date of
          declaration of the dividend, if at the date of declaration the
          dividend payment would have complied with the provisions of the
          Indenture;

               (ii) the redemption, repurchase, retirement, defeasance or other
          acquisition of any of the Company's subordinated Indebtedness or of
          any of the Company's Equity Interests in exchange for, or out of the
          net cash proceeds of the substantially concurrent sale (other than to
          any of the Company's Subsidiaries) of, the Company's Equity Interests
          (other than Disqualified Stock); provided, that the

                                       35


<PAGE>

          amount of any such net cash proceeds that are utilized for any such
          redemption, repurchase, retirement, defeasance or other acquisition
          will be excluded from clause (ii)(C)(2) of paragraph (a) above;

               (iii) the defeasance, redemption, repurchase or other acquisition
          of the Company's subordinated Indebtedness with the net cash proceeds
          from an incurrence of Permitted Refinancing Indebtedness;

               (iv) the repurchase, redemption or other acquisition or
          retirement for value of any of the Company's or any of its Restricted
          Subsidiaries' Equity Interests held by any member of the Company's (or
          any of its Restricted Subsidiaries') management pursuant to any
          management equity subscription agreement, stock option agreement,
          employment agreement or similar agreement; provided, that the
          aggregate price paid for all such repurchased, redeemed, acquired or
          retired Equity Interests may not exceed $25 million in any
          twelve-month period (excluding for this purpose any such repurchases
          not involving a cash payment by the Company or its Restricted
          Subsidiaries);

               (v) the payment of interest and principal at maturity on the
          Company's debentures underlying the Trust Preferred Securities (and
          the related trusts may pay dividends under such Trust Preferred
          Securities);

               (vi) the payment in respect of fractional shares of the Company's
          Equity Interests;

               (vii) the redemption of the Company's common stock and Preferred
          Stock owned by the Company's Subsidiaries; or

               (viii) other Restricted Payments in an aggregate amount since the
          date hereof not to exceed $150 million.

          (c) The amount of all Restricted Payments (other than cash) shall be
the fair market value on the date of the Restricted Payment of the asset(s) or
securities proposed to be transferred or issued by the Company or such
Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment.
The fair market value of any assets or securities that are required to be valued
under this Section shall be determined by a Senior Executive whose certificate
with respect thereto shall be delivered to the Trustee. Such Senior Executive's
determination shall be based upon an opinion or appraisal issued by an
accounting, appraisal or investment banking firm of national standing if the
fair market value exceeds $25 million. No later than the date of making any
Restricted Payment, the Company shall deliver to the Trustee an Officers'
Certificate stating that such Restricted Payment is permitted and setting forth
the basis upon which the calculations required by this Section were computed,
together with a copy of any fairness opinion or appraisal required by the
Indenture.

          Section 4.05. Incurrence of Indebtedness and Issuance of Preferred
Stock. The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, create, incur, assume, Guarantee or
otherwise become directly or indirectly liable, contingently or otherwise, with
respect to (collectively, "incur") any Indebtedness (including

                                       36

<PAGE>

Acquired Debt); and, the Company shall not issue any Disqualified Stock and
shall not permit any of its Restricted Subsidiaries to issue any shares of
Preferred Stock other than to the Company or another Restricted Subsidiary;
provided, however, that this Section shall not prohibit the incurrence of
Permitted Debt; and, provided, further, that the Company may incur Indebtedness
(including Acquired Debt) or issue Disqualified Stock, if the Fixed Charge
Coverage Ratio for the Company's most recently ended four full fiscal quarters
for which internal financial statements are available immediately preceding the
date on which such additional Indebtedness is incurred or such Disqualified
Stock is issued would have been at least 2.0 to 1, determined on a pro forma
basis (including a pro forma application of the Net Proceeds therefrom), as if
the additional Indebtedness had been incurred or Disqualified Stock had been
issued, as the case may be, at the beginning of such four-quarter period.

          Section 4.06. Limitation on Liens. The Company shall not and shall not
permit any of its Subsidiaries to, create, incur, assume or otherwise cause or
suffer to exist or become effective any Lien of any kind securing Indebtedness
or trade payables (other than Permitted Liens) upon any of the Company's
property or assets, now owned or hereafter acquired, unless all payments due
under the Indenture are secured on an equal and ratable basis with the
Obligations so secured until such time as such Obligations are no longer secured
by a Lien.

          Section 4.07. Dividend and Other Payment Restrictions Affecting
Subsidiaries. The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, create or permit to exist or become
effective any consensual encumbrance or restriction on the ability of any
Restricted Subsidiary to:

          (a) pay dividends or make any other distributions on its Capital Stock
to the Company or to any of its Subsidiaries, or with respect to any other
interest or participation in, or measured by, its profits, or pay any
Indebtedness owed to the Company or any of its Restricted Subsidiaries;

          (b) make loans or advances to the Company or any of its Restricted
Subsidiaries; or

          (c) transfer any of its properties or assets to the Company or any of
its Restricted Subsidiaries.

          However, the preceding restrictions will not apply to encumbrances or
restrictions existing under or by reason of:

               (a) agreements governing Existing Indebtedness and Credit
          Facilities as in effect on the date of this Supplemental Indenture and
          any amendments, modifications, restatements, renewals, increases,
          supplements, refundings, replacements or refinancings of those
          agreements, provided, that the amendments, modifications,
          restatements, renewals, increases, supplements, refundings,
          replacement or refinancings are no more restrictive, taken as a whole,
          with respect to such dividend and other payment restrictions than
          those contained in those agreements on the date of this Supplemental
          Indenture;

               (b) the Indenture and the Notes;

                                       37


<PAGE>

               (c) applicable law, regulations promulgated under any applicable
          statute, or action of any governmental agency having regulatory
          supervision over the Company or any of its Subsidiaries;

               (d) any instrument governing Indebtedness or Capital Stock of a
          Person acquired by the Company or any of its Restricted Subsidiaries
          as in effect at the time of such acquisition (except to the extent
          such Indebtedness or Capital Stock was incurred in connection with or
          in contemplation of such acquisition), which encumbrance or
          restriction is not applicable to any Person, or the properties or
          assets of any Person, other than the Person, or the property or assets
          of the Person, so acquired, provided, that in the case of
          Indebtedness, such Indebtedness was permitted by the terms of the
          Indenture to be incurred;

               (e) customary non-assignment provisions in leases entered into in
          the ordinary course of business and consistent with past practices;

               (f) purchase money obligations for property acquired in the
          ordinary course of business that impose restrictions on that property
          of the nature described in clause (c) of the preceding section;

               (g) any agreement for the sale or other disposition of a
          Restricted Subsidiary that restricts distributions by that Restricted
          Subsidiary pending its sale or other disposition;

               (h) Permitted Refinancing Indebtedness, provided, that the
          restrictions contained in the agreements governing such Permitted
          Refinancing Indebtedness are no more restrictive, taken as a whole,
          than those contained in the agreements governing the Indebtedness
          being refinanced;

               (i) Liens securing Indebtedness otherwise permitted to be
          incurred under the provisions of Section 4.06 that limit the right of
          the debtor to dispose of the assets subject to such Liens;

               (j) provisions with respect to the disposition or distribution of
          assets or property in joint venture agreements, assets sale
          agreements, stock sale agreements and other similar agreements entered
          into in the ordinary course of business; and

               (k) restrictions on cash or other deposits or net worth imposed
          by customers under contracts entered into in the ordinary course of
          business.

          Section 4.08. Limitation on Transactions with Affiliates. The Company
shall not, and shall not permit any of its Restricted Subsidiaries to, make any
material payment to, sell, lease, transfer or otherwise dispose of any of its
material properties or assets to, or purchase any material property or assets
from, or enter into or make or amend any material transaction, contract,
agreement, understanding, loan, advance or guarantee with, or for the benefit
of, any Affiliate (each of the foregoing actions, considered separately, an
"Affiliate Transaction"), unless

                                       38
<PAGE>

               (i) such Affiliate Transaction is on terms that are no less
          favorable to the Company or the relevant Restricted Subsidiary than
          those that would have been obtained in a comparable transaction by the
          Company or such Restricted Subsidiary with an unrelated Person; and

               (ii) the Company delivers to the Trustee:

                    (1) with respect to any Affiliate Transaction or series of
               related Affiliate Transactions involving aggregate consideration
               in excess of $15 million, a resolution of its board of directors
               set forth in an Officers' Certificate certifying that such
               Affiliate Transaction complies with clause (i) above and that
               such Affiliate Transaction has been approved by a majority of the
               disinterested members of the board of directors; and

                    (2) with respect to any Affiliate Transaction or series of
               related Affiliate Transactions involving aggregate consideration
               in excess of $30 million, an opinion as to the fairness to the
               Company or such Restricted Subsidiary of such Affiliate
               Transaction from a financial point of view issued by an
               accounting, appraisal or investment banking firm of national
               standing;

provided, that, for purposes of the foregoing covenant set forth in this Section
4.08, "Affiliate Transactions" shall not include:

                    (A) any employment agreement entered into by the Company or
               any of its Restricted Subsidiaries in the ordinary course of
               business of the Company or such Restricted Subsidiary and
               consistent with the past practice of the Company or such
               Restricted Subsidiary;

                    (B) transactions between or among the Company and/or its
               Restricted Subsidiaries not otherwise prohibited hereby or by the
               Existing Indenture;

                    (C) transactions with a Person that is the Company's
               Affiliate solely because the Company owns an Equity Interest in,
               or controls, such Person;

                    (D) payment of reasonable directors fees to Persons who are
               not otherwise the Company's Affiliates;

                    (E) sales of Equity Interests (other than Disqualified
               Stock) to the Company's Affiliates; and

                    (F) Restricted Payments that are permitted by the provisions
               of Section 4.04 hereof.

          Section 4.09. Designation of Restricted and Unrestricted Subsidiaries.
The board of directors of the Company or the executive committee thereof may
designate any

                                       39

<PAGE>

Restricted Subsidiary to be an Unrestricted Subsidiary if such designation would
not cause a Default. For purposes of making such determination, all outstanding
Investments by the Company and its Restricted Subsidiaries (except to the extent
repaid in cash) in the Subsidiary so designated shall be deemed to be a
Restricted Payment or Investment at the time of such designation and shall be
deemed to be either a Restricted Payment for purposes of clause (ii)(C)(4) of
paragraph (a) of Section 4.04 or a Permitted Investment for purposes of clause
(i) of the definition of Permitted Investment, as elected by the Company. All
such outstanding Investments shall be deemed to constitute Investments in an
amount equal to the fair market value of such Investments at the time of such
designation. Such designation shall only be permitted if such Investment would
be permitted at such time and if such Restricted Subsidiary otherwise meets the
definition of an Unrestricted Subsidiary. The board of directors of the Company
or the executive committee thereof may designate any Unrestricted Subsidiary to
be a Restricted Subsidiary if such designation would not cause a Default or
Event of Default.

          Section 4.10. Limitation on the Company's Business. The Company shall
not, and shall not permit any Restricted Subsidiary, to, directly or indirectly,
engage in any business other than the Permitted Business, except to the extent
as would not be material to the Company and its Subsidiaries taken as a whole.

          Section 4.11. Limitation on Investments. The Company shall not, and
shall not permit any of its Insurance Subsidiaries to, directly or indirectly,
make or hold Investments in Non-Investment Grade Securities which at any time
exceed, in the aggregate, 20% of the Admitted Assets of the Insurance
Subsidiaries determined as of the end of the preceding calendar quarter.

          Section 4.12. Commission Reports. Notwithstanding that the Company may
not be subject to the reporting requirements of Section 13 or 15(d) of the
Exchange Act, the Company shall file with the Commission and provide the Trustee
and Holders of Notes with such annual reports and such information, documents
and other reports as are specified in Sections 13 and 15(d) of the Exchange Act
and applicable to a U.S. corporation subject to such Sections, such information,
documents and reports to be so filed and provided at the times specified for the
filing of such information, documents and reports under such Sections; provided,
however, that the Company shall not be so obligated to file such information,
documents and reports with the Commission if the Commission does not permit such
filings.

          Delivery of such reports, information and documents to the Trustee is
for informational purposes only and the Trustee's receipt of such shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein, including information
concerning the Company's compliance with any of its covenants hereunder (as to
which the Trustee is entitled to rely on certain advice or documents pursuant to
Section 6.2(c) of the Existing Indenture); provided, that the foregoing shall
not relieve the Trustee of any of its responsibilities hereunder.

          Section 4.13. Further Instruments and Acts. Upon request of the
Trustee, the Company shall execute and deliver such further instruments and do
such further acts as may be reasonably necessary or proper to carry out more
effectively the purpose of this Supplemental Indenture.

                                       40
<PAGE>

                                   ARTICLE V

                                SUCCESSOR COMPANY

          Section 5.01. When the Company May Merge or Transfer Assets. (a) The
Company shall not merge, consolidate or amalgamate with or into any other Person
or sell, assign, transfer or convey or otherwise dispose of all or substantially
all its and its Restricted Subsidiaries' properties or assets in one transaction
or series of related transactions to another Person unless:

                    (1) the Company shall be the surviving corporation or the
               Person formed by or surviving any such merger, consolidation or
               amalgamation (if other than the Company) or to which such sale,
               assignment, transfer, conveyance or other disposition is made
               shall be a corporation, partnership, joint venture, association,
               joint stock company, trust, unincorporated organization or
               limited liability company organized or existing under the laws of
               the United States, any State of the United States or the District
               of Columbia;

                    (2) the Person formed by or surviving any such consolidation
               or merger (if other than the Company) or the Person to which such
               sale, assignment, transfer, conveyance or other disposition has
               been made assumes all the obligations of the Company under the
               Notes and the Indenture pursuant to agreements reasonably
               satisfactory to the Trustee;

                    (3) immediately after giving effect to such transaction or
               series of transactions, no Default or Event of Default shall
               exist;

                    (4) immediately after giving effect to such transaction or
               series of transactions on a pro forma basis including any
               financing transactions, the Company or the Person surviving any
               such merger, consolidation or amalgamation (if other than the
               Company), or to which such sale, assignment, transfer, conveyance
               or other disposition has been made, shall, on the date of such
               transaction after giving pro forma effect thereto and any related
               financing transactions, as if the same had occurred at the
               beginning of the applicable four-quarter period, be permitted to
               incur at least $1.00 of additional Indebtedness pursuant to the
               Fixed Charge Coverage Ratio test set forth in the second proviso
               of Section 4.05; and

                    (5) immediately after giving effect to such transaction or
               series of transactions on a pro forma basis, the Person surviving
               any such merger or consolidation shall have an Adjusted Total
               Shareholders' Equity in an amount which is not less than the
               Adjusted Total Shareholders' Equity of the Company immediately
               prior to such transaction or series of transactions.

                                       41

<PAGE>

               (b) Any Person formed by or surviving any merger, consolidation
          or amalgamation (if not the Company) shall succeed to, and be
          substituted for, and may exercise every right and power of the Company
          under the Indenture, but the predecessor Company in the case of a
          sale, assignment, transfer, conveyance or other disposition shall not
          be released from any of the obligations or covenants under the
          Indenture, including with respect to the payment of the Notes (unless
          such sale, transfer, assignment, conveyance or other disposition is of
          all the assets of the Company as an entirety or virtually as an
          entirety).

               (c) The Company shall not, directly or indirectly, lease all or
          substantially all of its property or assets, in one or more related
          transactions, to any other Person.

                                   ARTICLE VI

                              DEFAULTS AND REMEDIES

          Section 6.01. Events and Remedies. The following events shall be
"Events of Default":

                    (1) the Company defaults in any payment of interest on any
               Note when the same becomes due and payable, and such default
               continues for a period of 30 days;

                    (2) the Company defaults in the payment of the principal of,
               or premium on (if any), any Note when the same becomes due and
               payable at its Stated Maturity, upon acceleration, required
               repurchase or otherwise;

                    (3) the Company or any of its Restricted Subsidiaries fails
               to comply with the provisions of Section 4.04, Section 4.05 or
               Article V;

                    (4) the Company or any of its Restricted Subsidiaries fails
               to comply with any provision of Section 4.02 or Section 4.03 and
               such failure continues for 30 days after written notice of such
               default or breach is given by registered or certified mail to the
               Company by the Trustee or to the Company and the Trustee by the
               Holders of 25% or more in aggregate principal amount of the Notes
               then Outstanding, a written notice specifying such default or
               breach and requiring it to be remedied by the Trustee or by the
               Holders as described in this Section 6.01(a)(4), a "Notice of
               Default";

                    (5) the Company or any of its Restricted Subsidiaries fails
               to comply with any other agreement or covenant in, or any
               provisions of, the Indenture or the Notes (other than a default
               or breach specified in (1), (2), (3) or (4) above) and such
               failure continues for 60 days after a Notice of Default is given;

                                       42

<PAGE>

                    (6) the Company or any of its Restricted Subsidiaries
               defaults under any mortgage, agreement indenture or instrument
               under which there may be issued or by which there may be secured,
               guaranteed or evidenced any Indebtedness for money borrowed by
               the Company or any of its Restricted Subsidiaries (or the payment
               of which is Guaranteed by the Company or any of its Restricted
               Subsidiaries) whether such Indebtedness or Guarantee now exists,
               or is created after the date of this Supplemental Indenture,
               which default

                         (a) is caused by a failure to pay principal of or
                             premium, if any, or interest on such Indebtedness
                             prior to the expiration of the grace period
                             provided in such Indebtedness on the date of such
                             default (a "Payment Default") or

                         (b) results in the acceleration of such Indebtedness
                             prior to its Stated Maturity and such acceleration
                             shall not be rescinded or annulled;

               and, in each case, the principal amount of any such Indebtedness
               is more than $50 million;

                    (7) any judgment or judgments for the payment of money in an
               aggregate amount in excess of $50 million or its foreign currency
               equivalent at the time is entered against the Company or any
               Subsidiary and shall not be paid, vacated, discharged, stayed or
               bonded pending appeal for a period of 60 days from entry thereof;

                    (8) the Company or any Significant Subsidiary of the Company
               pursuant to or within the meaning of any Bankruptcy Law:

                         (a) commences a voluntary case or proceeding or files a
                             petition or answer or consent seeking
                             reorganization;

                         (b) consents to the entry of an order for relief
                             against it in an involuntary case or proceeding in
                             which it is the debtor;

                         (c) consents to the appointment of a Custodian of it or
                             for all or substantially all of its property;

                         (d) makes a general assignment for the benefit of its
                             creditors;

                         (e) admits in writing its inability generally to pay
                             its debts as the same become due; or

                                       43
<PAGE>

                         (f) takes corporate action in furtherance of any such
                             action; and

                    (9) a court of competent jurisdiction enters an order or
               decree under any Bankruptcy Law that:

                         (a) is for relief against the Company or any
                             Significant Subsidiary in an involuntary case in
                             which it is the debtor;

                         (b) adjudges the Company as bankrupt or insolvent, or
                             approves as properly filed a petition seeking
                             reorganization, arrangement, and adjustment or
                             composition of or in respect of the Company,
                             appoints a Custodian of the Company or any
                             Significant Subsidiary thereof or for all or
                             substantially all of the property of the Company or
                             any Significant Subsidiary thereof; or

                         (c) orders the liquidation of the Company or any
                             Significant Subsidiary of the Company, and the
                             order or decree remains unstayed and in effect for
                             60 days.

          The term "Bankruptcy Law" means Title 11, U.S. Code, or any similar
Federal or state bankruptcy, insolvency, reorganization or other law for the
relief of debtors. The term "Custodian" means any receiver, trustee, assignee,
liquidator or similar official under any Bankruptcy Law.

          In the case of any Event of Default occurring by reason of any willful
action (or inaction) taken (or not taken) by or on behalf of the Company with
the intention of avoiding payment of the premium that the Company would have had
to pay if the Company then had elected to redeem the Notes pursuant to the
optional redemption provisions contained in Section 3.01 hereof, an equivalent
premium shall also become and be immediately due and payable to the extent
permitted by law upon the acceleration of the Notes. If an Event of Default
occurs prior to June 15, 2005 by reason of any willful action (or inaction)
taken (or not taken) by or on behalf of the Company with the intention of
avoiding the prohibition on redemption of the Notes prior to June 15, 2005,
then, in addition to all amounts otherwise payable with respect to such Notes,
the premium with respect thereto (expressed as a percentage of the amount that
would otherwise be due but for the provisions of this sentence), shall also
become and be immediately due and payable to the extent permitted by law upon
the acceleration of the Notes.

          Section 6.02. Waiver of Default or Event of Default by Holders. The
provisions of Section 5.7 of the Existing Indenture shall be applicable to any
waiver of Default or Event of Default.

                                       44
<PAGE>

          Section 6.03. Acceleration of Maturity.

               (a) If an Event of Default other than an Event of Default
specified in clause (8) or (9) of Section 6.01 occurs and is continuing with
respect to the Company or any Significant Subsidiary of the Company, the
Trustee, or the Holders of at least 25% in aggregate principal amount of the
Notes then Outstanding by written notice to the Company and the Trustee, may
declare due and payable 100% of the principal amount of all the Notes then
Outstanding plus any accrued and unpaid interest to the date of payment. Upon a
declaration of acceleration, such principal and accrued and unpaid interest to
the date of payment shall be immediately due and payable. If an Event of Default
specified in clause (8) or (9) of Section 6.01(a) occurs and is continuing with
respect to the Company or any Significant Subsidiary of the Company, the
principal amount of all Notes then Outstanding plus any accrued and unpaid
interest to the date of payment shall ipso facto become and be immediately due
and payable without any declaration or other act on the part of the Trustee or
any Holder.

               (b) The Holders of a majority in principal amount of the Notes
then Outstanding by written notice to the Trustee may rescind an acceleration
and its consequences if the rescission would not conflict with any judgment or
decree and if all existing Events of Default with respect to the Notes for the
nonpayment of principal, interest or premium (except nonpayment of principal,
interest or premium that has become due solely as a result of such acceleration)
have been cured or waived.

                                  ARTICLE VII

                       DISCHARGE OF INDENTURE; DEFEASANCE

          Section 7.01. Discharge of Liability on the Notes(a) . In addition to
the provisions of Section 4.1 of the Existing Indenture, it shall be an
additional condition to any termination of the Company's Obligations pursuant to
such Section that, insofar as the Company shall be required to make a deposit of
funds in Trust as a condition to such termination (as described in Clause
(1)(B)(iii) of paragraph (a) of such Section 4.1), no Default or Event of
Default has occurred or is continuing on the date of the deposit or will occur
as a result of the deposit and the deposit will not result in a breach or
violation of, or constitute a default under, any other material instrument to
which the Company (or any of its Significant Subsidiaries) is a party or by
which it is bound.

          Section 7.02. Additional Provisions Regarding Covenant Defeasance. In
the event the Company elects to exercise the option specified in Section 4.3 of
the Existing Indenture to apply the provisions of Section 4.5 regarding
"covenant defeasance" (as defined in such Section 4.5) to certain obligations as
permitted therein, by such Section 4.5, in addition to the covenants the
obligations under which are released pursuant to such Section, the Company's
obligations under the following provisions of this Supplemental Indenture shall
be released: Sections 4.03, 4.04, 4.05, 4.07, 4.08, 4.10, 4.11, 5.01(a)(4) and
5.01(a)(5).

          Section 7.03. Additional Conditions to Defeasance. The following
additional provisions shall apply to Section 4.6 of the Existing Indenture and,
except as indicated, will

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<PAGE>

apply in addition to, and not in lieu of, the conditions set forth in Section
4.6 of the Existing Indenture:

                    (i) any Government Obligations deposited pursuant to clause
               (a) of Section 4.6 of the Existing Indenture shall be
               non-callable obligations. The Company shall, upon making the
               deposit specified in such clause, indicate whether the Notes are
               being defeased to maturity or to a particular Redemption Date;

                    (ii) in lieu of the Opinion of Counsel specified in
               paragraph (c) of Section 4.6 of the Existing Indenture, in the
               case of an election providing for "defeasance" under Section 4.4
               of the Existing Indenture, the Company shall have delivered to
               the Trustee an Opinion of Counsel in the United States reasonably
               acceptable to the Trustee confirming that (A) the Company has
               received from, or there has been published by, the Internal
               Revenue Service a ruling or (B) since the date of this
               Supplemental Indenture, there has been a change in the applicable
               federal income tax law, in either case to the effect that, and
               based thereon such opinion of counsel shall confirm that, the
               Holders of the outstanding Notes will not recognize income, gain
               or loss for federal income tax purposes as a result of such
               defeasance and shall be subject to federal income tax on the same
               amounts, in the same manner and at the same times as would have
               been the case if such defeasance had not occurred;

                    (iii) in the case of the covenant defeasance, the Company
               shall have delivered to the Trustee the Opinion of Counsel
               described in paragraph (d) of Section 4.6;

                    (iv) no Default or Event of Default shall have occurred and
               be continuing on the date of such deposit (other than a Default
               or Event of Default resulting from the borrowing of funds to be
               applied to such deposit) or insofar as Events of Default under
               Section 6.01(8) and/or (9) are concerned, at any time in the
               period ending on the 91st day after the date of deposit; and

                    (v) such defeasance shall not result in a breach or
               violation of, or constitute a default under any material
               agreement or instrument (other than the Indenture) to which the
               Company or any of its Subsidiaries is a party or by which the
               Company or any of its Subsidiaries is bound.

                                  ARTICLE VIII

                                   AMENDMENTS

          Section 8.01. Without Consent of Holders. In addition to the purposes
for which the Company and the Trustee may amend the Indenture without the
consent of Holders as specified in Section 8.1 of the Existing Indenture, the
Company and the Trustee may enter into a supplemental indenture for the purpose
of providing for uncertificated Notes and may amend the

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<PAGE>

Indenture to comply with requirements of the Commission in order to effect or
maintain the qualification of the Indenture under the Trust Indenture Act.

          Section 8.02. With Consent of Holders(a). (a) For the purposes of the
Notes: (i) the Indenture or the Notes may be amended or supplemented with the
consent of the Holders of at least a majority in aggregate principal amount of
the Notes then Outstanding (including, without limitation, consents obtained in
connection with a purchase of, or tender offer or exchange offer for, Notes);
and (ii) any existing default or compliance with any provision of the Indenture
or the Notes may be waived with the consent of the Holders of a majority in
aggregate principal amount of the Notes then Outstanding (including, without
limitation, consents obtained in connection with a purchase of, or tender offer
or exchange offer for, Notes).

               (b) In addition to those provisions set forth in Section 8.2 of
the Existing Indenture as requiring the consent of all Holders, no supplemental
indenture may, without the consent of all Holders affected, (i) reduce the
principal of or change the Stated Maturity of any Note or alter the provisions
with respect to the redemption of the Notes (other than provisions relating to
Sections 4.02 and 4.03) or (ii) waive any redemption payment with respect to any
Note (other than a payment required pursuant to Sections 4.02 and 4.03).

          Section 8.03. Payments for Consent. Neither the Company nor any of its
Subsidiaries shall, directly or indirectly, pay or cause to be paid any
consideration, whether by way of interest, fee or otherwise, to any Holder for
or as an inducement to any consent, waiver or amendment of any of the terms or
provisions of this Indenture or the Notes unless such consideration is offered
to be paid to all Holders that so consent, waive or agree to amend in the time
frame set forth in solicitation documents relating to such consent, waiver or
agreement.

                                   ARTICLE IX

                                  MISCELLANEOUS

          Section 9.01. Trust Indenture Act Controls. If any provision of this
Supplemental Indenture limits, qualifies or conflicts with another provision
that is required to be included in this Supplemental Indenture by the Trust
Indenture Act, the required provision shall control.

          Section 9.02. Notices. Any notice or communication shall be in writing
and delivered in person or mailed by first-class mail or sent by facsimile (with
a hard copy delivered in person or by mail promptly thereafter) and addressed as
follows:

                             if to the Company:

                             Conseco, Inc.
                             11825 N. Pennsylvania Street
                             Carmel, Indiana  46032

                             Attention:  David K. Herzog
                             Facsimile:  (317) 817-6327


                                       47
<PAGE>

                             if to the Trustee:

                             The Bank of New York
                             101 Barclay Street
                             21st Floor West
                             New York, New York  10286

                             Attention:  Corporate Trust Administration
                             Facsimile:  (212) 815-5915

          The Company or the Trustee by notice to the other may designate
additional or different addresses for subsequent notices or communications.

          Section 9.03. When Notes Disregarded. In determining whether the
Holders of the required principal amount of Notes have concurred in any
direction, waiver or consent, Notes owned by the Company or by any Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with the Company shall be disregarded and deemed not to be
Outstanding, except that, for the purpose of determining whether the Trustee
shall be protected in relying on any such direction, waiver or consent, only
Notes that a Responsible Officer of the Trustee actually knows are so owned
shall be so disregarded. Also, subject to the foregoing, only Notes Outstanding
at the time shall be considered in any such determination.

          Section 9.04. Rules by Trustee, Paying Agent and Registrar. The
Trustee may make reasonable rules for action by or a meeting of Holders. The
Registrar and the Paying Agent or co-registrar may make reasonable rules for
their functions.

          Section 9.05. Legal Holidays. If a payment date is a Legal Holiday,
payment shall be made on the next succeeding day that is not a Legal Holiday,
and no interest shall accrue for the intervening period. If a Regular Record
Date is a Legal Holiday, the Record Date shall not be affected.

          Section 9.06. Governing Law. THIS SUPPLEMENTAL INDENTURE AND THE
SECURITIES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF
CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER
JURISDICTION WOULD BE REQUIRED THEREBY.

          Section 9.07. No Personal Liability of Directors, Officers, Employees
and Shareholders. A director, officer, employee, incorporator or shareholder, as
such, of the Company shall not have any liability for any obligations of the
Company under the Notes or this Indenture or for any claim based on, in respect
of or by reason of such obligations or their

                                       48

<PAGE>

creation. By accepting a Note, each Holder shall waive and release all such
liability. The waiver and release shall be part of the consideration for the
issue of the Notes.

          Section 9.08. Successors. All agreements of the Company in the
Indenture and the Notes shall bind its successors. All agreements of the Trustee
in the Indenture shall bind its successors.

          Section 9.09. Multiple Originals. The parties may sign any number of
copies of this Supplemental Indenture. Each signed copy shall be an original,
but all of them together represent the same agreement. One signed copy is enough
to prove this Supplemental Indenture.

          Section 9.10. Table of Contents; Headings. The table of contents,
cross-reference sheet and headings of the Articles and Sections of this
Supplemental Indenture have been inserted for convenience of reference only, are
not intended to be considered a part hereof and shall not modify or restrict any
of the terms or provisions hereof.

          Section 9.11. Not Responsible for Recitals or Issuance of Notes.. The
recitals contained herein and in the Notes, except the Trustee's certificates of
authentication, shall be taken as the statements of the Company, and the Trustee
assumes no responsibility for their correctness. The Trustee makes no
representation as to the validity or sufficiency of this Supplemental Indenture
or of the Notes. The Trustee shall not be accountable for the Company's use of
the proceeds from the Notes or for monies paid over to the Company pursuant to
this Supplemental Indenture.


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<PAGE>


          IN WITNESS WHEREOF, the parties have caused this Supplemental
Indenture to be duly executed as of the date first written above.

                                                  CONSECO, INC.


                                                  By:/s/ CHARLES B. CHOKEL
                                                     ------------------------
                                                     Name: Charles B. Chokel
                                                     Title: Executive Vice
                                                            President and Chief
                                                            Financial Officer



                                                  THE BANK OF NEW YORK


                                                  By:/s/ ROBERT MASSIMILLO
                                                     ------------------------
                                                     Name: Robert Massimillo
                                                     Title: Vice President


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