<PAGE>
                           FIRST AMENDMENT
                                  TO
                     AGREEMENT AND PLAN OF MERGER

               THIS FIRST AMENDMENT TO AGREEMENT AND PLAN OF
     MERGER (the "FIRST AMENDMENT") is made and entered as of the
     7th day of November, 1996 by and between CONSECO, INC., an
     Indiana corporation ("CONSECO"), and TRANSPORT HOLDINGS
     INC., a Delaware corporation (the "COMPANY"). 

                         W I T N E S S E T H:

               WHEREAS, Conseco and the Company are parties to an
     Agreement and Plan of Merger, dated as of September 25, 1996
     (the "MERGER AGREEMENT");

               WHEREAS, Conseco and the Company wish to amend
     certain provisions of the Merger Agreement regarding the
     exchange offer to be made by Conseco pursuant to the
     provisions of the Merger Agreement;

               NOW, THEREFORE, in consideration of the foregoing
     premises and the mutual covenants and agreements hereinafter
     set forth, the parties hereto, intending to be legally
     bound, hereby agree as follows:

               1.   DEFINED TERMS.  Terms used herein with their
     initial letters capitalized and not otherwise defined herein
     (including those terms so used and not defined in the
     recitals above) shall have the respective meanings given
     such terms in the Merger Agreement.

               2.   AMENDMENT OF SECTION 4.19 OF THE MERGER
     AGREEMENT.  Section 4.19 of the Merger Agreement is hereby
     amended to read in its entirety as follows:

               4.19 EXCHANGE OFFER.  Conseco shall offer to
               exchange, as of the Effective Time, shares of
               Conseco Common Stock and cash for the outstanding
               Series A Notes and Series B Notes as provided in
               this Section 4.19.  The number of shares of
               Conseco Common Stock offered in exchange for each
               $1,000 in principal amount of Series A Notes or
               Series B Notes, as applicable, shall be equal to
               the product of (i) the quotient (rounded to the
               nearest ten-thousandth) of (A) $1,000 divided by
               (B) the conversion price of the Series A Notes or
               Series B Notes, as applicable, multiplied by (ii)



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<PAGE>
               the "Exchange Ratio".  As used in this Section
               4.19, "Exchange Ratio" shall be equal to the
               quotient (rounded to the nearest ten-thousandth)
               of (A) $70.00 divided by (B) the Conseco Share
               Price.  Notwithstanding the foregoing, no
               fractional shares of Conseco Common Stock shall be
               issued pursuant to such exchange and, in lieu
               thereof, Conseco shall make cash payments in the
               manner contemplated by Section 1.9(f) of this
               Agreement.  The amount of cash payable by Conseco
               pursuant to such exchange offer (in addition to
               amounts payable in lieu of fractional shares of
               Conseco Common Stock) in respect of each $1,000
               principal amount of Series A Notes or Series B
               Notes, as applicable, shall be equal to the sum of
               (i) the "Conversion Payment" (as defined below)
               and (ii) an amount equal to the accrued and unpaid
               interest on such $1,000 principal amount of Series
               A Notes or Series B Notes, as applicable, through
               and including the Closing Date.  The "Conversion
               Payment" in respect of each $1,000 in principal
               amount of Series A Notes or Series B Notes, as
               applicable, shall be an amount equal to the net
               present value of the interest that would have
               accrued thereon at the rate of 6% per annum from
               and after the Effective Time and through and
               including the fourth anniversary of the Effective
               Time, based on a discount rate of 7.5% per annum
               and assuming semi-annual interest payments on
               January 31 and July 31 of each year and that the
               remainder of interest would be paid on such fourth
               anniversary.  Conseco agrees to take such action
               as is necessary for the making and consummation of
               such exchange and the issuance by it of the shares
               of Conseco Common Stock pursuant to such offer,
               including filing of a registration statement with
               the SEC with respect to the shares of Conseco
               Common Stock to be issued in exchange for the
               Series A Notes and the Series B Notes, as
               applicable.  At the Company's option, such
               registration shall be either included in the Form
               S-4 or filed as a separate registration statement. 
               If a separate registration statement is filed, the
               provisions of this Agreement relating to the Form
               S-4 will apply to such separate registration
               statement.  In addition, Conseco agrees that if
               any of the shares of Conseco Common Stock issued
               in exchange for the Series A Notes and the Series

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<PAGE>
               B Notes, as applicable, shall not be immediately
               freely tradeable by the holder thereof, then, at
               the request of the holder, Conseco shall, as
               promptly as practicable, at Conseco's option,
               either (i) acquire such shares directly from such
               holder at the then current market price, or (ii)
               file and have declared effective a registration
               statement on Form S-3 (or other appropriate form)
               with the SEC to register such shares for resale by
               such holder and use commercially reasonable
               efforts to keep such registration statement
               effective until such time as such shares become
               freely tradeable.  For purposes of the preceding
               sentence, shares which may be sold at such time
               pursuant to Rule 144 (as promulgated by the SEC)
               shall be considered "freely tradeable."

               3.   AMENDMENT OF SECTION 6.2(C) OF THE MERGER
     AGREEMENT.  Section 6.2(c) of the Merger Agreement is hereby
     amended to read in its entirety as follows:

               (c)  EXCHANGE OFFER.  Holders of at least 90% of
               the aggregate principal amount of Series A and
               Series B Notes shall have accepted the offer made
               by Conseco pursuant to Section 4.19 to exchange
               such Series A and Series B Notes for shares of
               Conseco Common Stock and cash as of the Effective
               Time.

               4.   COUNTERPARTS.  This First Amendment may be
     executed in one or more counterparts, each of which will be
     deemed an original and all of which together will constitute
     one and the same instrument.

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               IN WITNESS WHEREOF, the parties hereto have
     executed this First Amendment as of the date and year first
     above written.


                              CONSECO:

                              CONSECO, INC.


                              By: /s/ Lawrence W. Inlow
                                 ---------------------------
                              Name:  Lawrence W. Inlow
                              Title:  Executive Vice President and
                                      General Counsel


                              COMPANY:

                              TRANSPORT HOLDINGS INC.


                              By:  Garland M. Lasater, Jr.
                                 ---------------------------
                              Name:  Garland M. Lasater, Jr.
                              Title:  President























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