Exhibit 4.a






                                CONSECOSAVE PLAN
              (as amended and restated effective November 15, 1999)




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                                TABLE OF CONTENTS
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ARTICLE 1      ESTABLISHMENT AND PURPOSE OF PLAN...............................................................1

ARTICLE 2      DEFINITIONS.....................................................................................1
      2.1      Definitions.....................................................................................1
      2.2      Gender and Number...............................................................................5

ARTICLE 3      PARTICIPATION...................................................................................6
      3.1      Participation...................................................................................6
      3.2      Termination of Participation....................................................................6
      3.3      Reemployment....................................................................................6
      3.4      Cessation of Eligible Status....................................................................7

ARTICLE 4      EMPLOYEE CONTRIBUTIONS..........................................................................7
      4.1      Employee Contributions..........................................................................7
      4.2      Dates of Election...............................................................................7

ARTICLE 5      EMPLOYER CONTRIBUTIONS..........................................................................8
      5.1      Employer Matching Contributions.................................................................8
      5.2      Discretionary Employer Contributions............................................................8
      5.3      Allocation of Annual Employer Contributions and Forfeitures.....................................8
      5.4      Restoration of Forfeited Amounts Upon Reemployment..............................................9
      5.5      Rollover Contributions..........................................................................9

ARTICLE 6      LIMITATIONS....................................................................................10
      6.1      Limitations on Annual Account Additions........................................................10
      6.2      Maximum Amount of Before-Tax Deposits..........................................................12
      6.3      Actual Deferral Percentage Tests...............................................................13
      6.4      Adjustment to Actual Deferral Percentage Tests.................................................14
      6.5      Maximum Contribution Percentage................................................................15
      6.6      Adjustment For Excessive Contribution Percentage...............................................16
      6.7      Limit on Total Contribution of Employer; Precluding Excess Allocations.........................17

ARTICLE 7      CREDITING OF CONTRIBUTIONS AND DEPOSITS TO
               INVESTMENT FUNDS...............................................................................18
      7.1      Investment Funds...............................................................................18
      7.2      Investment of Employer Contribution Accounts...................................................18
      7.3      Participant's Choice of Investments............................................................18
      7.4      Change of Prior Investments....................................................................19



                                       (i)

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ARTICLE 8      ACCOUNTS.......................................................................................19
      8.1      Separate Accounts..............................................................................19
      8.2      Valuation of Separate Accounts.................................................................19
      8.3      Determination of Fund Performance..............................................................20
      8.4      Voting of Company Stock........................................................................20

ARTICLE 9      WITHDRAWALS DURING EMPLOYMENT..................................................................20
      9.1      After-Tax Deposit Account Withdrawals..........................................................20
      9.2      Withdrawals After Age Fifty-nine and one-half (59 1/2).........................................20
      9.3      Withdrawals After Age Fifty-Five (55)..........................................................21
      9.4      Hardship Withdrawals...........................................................................21
      9.5      Loans..........................................................................................23
      9.6      Withdrawal and Loan Fees.......................................................................24

ARTICLE 10     DISTRIBUTIONS..................................................................................25
      10.1     Retirement.....................................................................................25
      10.2     Death..........................................................................................25
      10.3     Permanent Disability...........................................................................25
      10.4     Other Termination of Employment................................................................25
      10.5     Designation of Beneficiary.....................................................................26
      10.6     Timing of Distributions........................................................................26
      10.7     Manner of Benefit Distribution.................................................................27
      10.8     Manner of Distribution and Timing of Death Distributions.......................................29
      10.9     Limitation on Benefits and Distributions.......................................................29
      10.10    Distributions Payable to Incompetents..........................................................29
      10.11    Distribution of Before-Tax Deposits............................................................30

ARTICLE 11     NONASSIGNABILITY...............................................................................30

ARTICLE 12     TRUST AGREEMENT................................................................................30

ARTICLE 13     MANAGEMENT AND ADMINISTRATION..................................................................31
      13.1     Administrator..................................................................................31
      13.2     Claims Review Procedure........................................................................31
      13.3     Delegation.....................................................................................31
      13.4     Expenses of Administration.....................................................................32

ARTICLE 14     COMPANY AND EMPLOYER RIGHTS....................................................................32
      14.1     Company's Interest in Trust....................................................................32
      14.2     Inspection of Records..........................................................................32
      14.3     Amendment......................................................................................32
      14.4     Employment Rights..............................................................................32
      14.5     Company and Employer Liability.................................................................33


                                      (ii)

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ARTICLE 15     PARTICIPATING EMPLOYERS........................................................................33
      15.1     Adoption By Other Employers....................................................................33
      15.2     Requirements of Participating Employers........................................................33
      15.3     Designation of Agent...........................................................................34
      15.4     Employee Transfers.............................................................................34
      15.5     Participating Employer's Contribution..........................................................34
      15.6     Discontinuance of Participation................................................................34
      15.7     Administrator's Authority......................................................................35
      15.8     Participating Employer Contribution For Affiliate..............................................35

ARTICLE 16     TERMINATION....................................................................................35
      16.1     Event of Termination...........................................................................35
      16.2     Effect of Termination..........................................................................35

ARTICLE 17     TRANSFERS, MERGERS AND CONSOLIDATIONS..........................................................36

ARTICLE 18     SUCCESSORS.....................................................................................36

ARTICLE 19     INTERPRETATION OF AGREEMENT....................................................................36
      19.1     Interpretation of Plan.........................................................................36
      19.2     Forms..........................................................................................36
      19.3     Applicable Law.................................................................................36

APPENDIX I        TOP-HEAVY PROVISIONS........................................................................38

APPENDIX II       MERGER OF ICH SAVINGS INVESTMENT PLAN.......................................................44

APPENDIX III      MERGER OF INDEPENDENT PROCESSING SERVICES
                           SAVINGS INVESTMENT PLAN............................................................46

APPENDIX IV       MERGER OF STATESMAN SAVINGS PLAN............................................................47

APPENDIX V        MERGER OF TRANSPORT HOLDINGS, INC.
                           401(k) PLAN........................................................................48

APPENDIX VI       MERGER OF CAPITOL AMERICAN FINANCIAL
                           CORPORATION INVESTMENT PLAN........................................................49

APPENDIX VII      MERGER OF AMERICAN TRAVELLERS LIFE INSURANCE
                           COMPANY RETIREMENT SAVINGS PLAN AND TRUST..........................................50

APPENDIX VIII     TRANSFER OF INTRAMERICA LIFE INSURANCE
                           COMPANY EMPLOYEE ACCOUNTS..........................................................51


                                      (iii)

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APPENDIX IX       MERGER OF CONTINENTAL FINANCIAL CORPORATION
                           401(k) RETIREMENT PLAN.............................................................53

APPENDIX X        MERGER OF PIONEER FINANCIAL SERVICES, INC.
                           EMPLOYEE SAVINGS AND STOCK OWNERSHIP PLAN..........................................54

APPENDIX XI       MERGER OF MARKMAN INTERNATIONAL
                           EMPLOYEE PROFIT SHARING PLAN.......................................................56

APPENDIX XII      MERGER OF PROVIDENTIAL LIFE INSURANCE
                           401(k) RETIREMENT PLAN.............................................................59

APPENDIX XIII     MERGER OF COLONIAL PENN LIFE INSURANCE
                           COMPANY SAVINGS PLAN ..............................................................62

APPENDIX XIV      MERGER OF WASHINGTON NATIONAL EMPLOYEE
                  SAVINGS PLAN, WASHINGTON NATIONAL PENSION
                  PLAN PLUS AND WASHINGTON NATIONAL PROFIT
                  SHARING PLAN................................................................................64



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                                      (iv)

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                                CONSECOSAVE PLAN


                                    ARTICLE 1
                        ESTABLISHMENT AND PURPOSE OF PLAN

          Effective as of April 1, 1989, Conseco, Inc. (the "Company") adopted
the Conseco Savings Plan in recognition of the contribution made to its
successful operation by its employees and for the exclusive benefit of its
eligible employees. The ConsecoSave Plan (the "Plan") was last amended and
restated effective January 1, 1997 and is intended to meet the requirements of
the Internal Revenue Code of 1986 (the "Code"), and the Employee Retirement
Income Security Act of 1974 ("ERISA"), as both may be amended from time to time.
This document constitutes a further amendment and restatement of the Plan.
Effective November 15, 1999, Conseco Services, L.L.C. hereby assumes plan
sponsorship.

          This amendment and restatement, made and entered on this 15th day of
November, 1999, shall be effective as of November 15, 1999, except to the extent
later internal effective dates are provided, in which event the provisions of
the Plan as in effect prior to the amendment and restatement shall continue to
apply until that date. The provisions of the Plan, as set forth herein, shall
apply only to Participants who are Employees on or after November 15, 1999. The
rights and benefits of all former employees shall be determined in accordance
with the provisions of the Plan as in effect on the date his employment
terminated.


                                    ARTICLE 2
                                   DEFINITIONS

          2.1 Definitions. Wherever used in the Plan, the following terms shall
have the meanings set forth below unless the context clearly indicates
otherwise:

               (a) Account: The bookkeeping account established and maintained
by the Administrator for each Participant with respect to his interest in the
Trust.

               (b) Administrator: The Administrator of the Plan is the Company.

               (c) Affiliate: Any corporation which is a member of a controlled
group of corporations (as defined in Code Section 414(b)) which includes the
Employer; any trade or business (whether or not incorporated) which is under
common control (as defined in Code Section 414(c)) with the Employer; any
organization (whether or not incorporated) which is a member of an affiliated
service group (as defined in Code Section 414(m)) which includes the Employer;
and any other entity required to be aggregated with the Employer pursuant to
Regulations under Code Section 414(o).

               (d) Board: The Board of Directors of the Company.


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               (e) Break-in-Service: A twelve (12) month period during which a
Participant does not have Credited Service.

               (f) Company: Conseco Services, L.L.C., an Indiana limited
liability company.

               (g) Compensation: The amount of compensation actually paid to the
Participant by the Employer which is reportable on the Participant's IRS Form
W-2, plus any before-tax deposits and any salary reduction contributions made on
behalf of a Participant under a plan which qualifies under Code Section 401(k)
and/or Code Section 125, but excluding income resulting from payments of
insurance premiums, moving expenses, tuition expenses, automobile expenses,
severance payments, the value of any noncash incentive awards (including any
stock options, restricted stock or other stock-based compensation), income
attributable to an Employer's forgiveness of a loan made by the Employer to a
Participant, and income attributable to a distribution to a Participant from a
nonqualified deferred compensation arrangement (including a voluntary or
incentive deferred compensation arrangement) maintained by an Employer or to the
exercise of stock options, lapse of restrictions on restricted stock, or to
other stock-based remunerations. Notwithstanding the foregoing, Compensation
shall not include any payments made pursuant to an insurance agent or agency
contract. Compensation shall not include any amounts in excess of $160,000, as
adjusted by the Commissioner for increases in the cost-of-living in accordance
with Code Section 401(a)(17)(B).

               (h) Credited Service: Credited Service means a Participant's
years of employment with the Employer. For purposes of calculating Credited
Service, years of employment with Conseco Inc., or any Affiliate and any
predecessors thereto, as determined by the Administrator in its sole discretion,
shall be recognized. A Participant's period of employment by an Employer is
measured from the date a Participant first completes an Hour of Service, and
anniversaries of that date, to the date of a Participant's termination of
employment for any reason; provided, however, if a Participant who has a
termination of employment resumes employment with an Employer prior to having a
Break-in-Service, such termination of employment shall be disregarded and his
employment shall be treated as continuous through the date he resumes his
employment. In calculating a Participant's Credited Service, all periods of
employment with the Employer shall be considered, except service performed prior
to 5 consecutive 1-year Breaks-in-Service unless the Participant is reemployed
and the prior service is reinstated in accordance with Section 3.3. For purposes
of this Section and Section 3.1, an Hour of Service shall mean:

                    (1) Each hour for which an Employee is paid, or entitled to
payment, for the performance of duties for an Employer or an Affiliate thereof.
These hours shall be credited to the Employee for the computation period in
which the duties are performed,

                    (2) Each hour for which an Employee is paid, or entitled to
payment, by an Employer or an Affiliate thereof on account of a period of time
during which no duties are performed (irrespective of whether the employment
relationship is terminated) due to vacation, holiday, illness, incapacity
(including disability), layoff, jury duty, military leave or leave of absence.


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No more than five hundred one (501) hours shall be credited under this
subsection for any single continuous period of absence (whether or not such
period occurs in a single computation period),

                    (3) Each hour for which back pay, irrespective of mitigation
of damages, is either awarded or agreed to by an Employer or an Affiliate
thereof. The same shall not be credited both under paragraph (1) or (2), as the
case may be, and under this paragraph (3). These hours shall be credited to the
Employee for the computation period or periods to which the award or agreement
pertains rather than the computation period in which the award, agreement or
payment is made,

                    (4) Solely for purposes of determining whether an Employee
has a Break-in-Service under Section 2.1(e), each hour, based on the number of
hours per week that the Employee would have normally worked, or a pro rata
portion thereof, during which an Employee is absent from work (i) by reason of
the pregnancy of the Employee, (ii) by reason of the birth of a child of the
Employee, (iii) by reason of the placement of a child with the Employee, or (iv)
due to the caring of a child during the period immediately after the birth,
placement or adoption of the child by the Employee, or (v) by reason of any
leave of absence authorized under the Family and Medical Leave Act of 1993. Not
more than five hundred one (501) Hours of Service shall be credited to any
Employee under this paragraph for any one occurrence. Such hours shall be
credited to the computation period during which the event occurs to the extent
necessary to prevent a Break-in-Service, and to the extent not so necessary, to
the next following computation period, and

                    (5) Each hour, other than hours credited under paragraphs
(1), (2), (3) and (4), during any customary period of work, based on a
forty-hour week or pro rata portion thereof, during which the employee is laid
off, is on an Employer approved leave of absence or sick or disability leave, or
is on jury or military duty.

                    (6) The provisions of Department of Labor regulations
2530.2006(b) and (c) are incorporated by reference.

               (i) Employee: Any person who is employed by the Company, and any
person who is employed by a Participating Employer, excluding (1) any
independent contractor, (2) any leased employee, (3) any person treated as an
independent contractor or leased employee by a Participating Employer, (4) any
person excluded from participation by the Administrator as an independent
contractor or leased employee even if such person is, at any time, determined to
be an employee of a Participating Employer by a governmental agency, court, or
other tribunal for any reason, including the agency's, court's or other
tribunal's interpretation of the plan, any law or regulation, or any facts, (5)
any non-resident aliens, (6) any employee located at the Mojave Valley Golf
Club, (7) any individual who is included within a unit of employees covered by a
collective bargaining agreement for whom retirement benefits were the subject of
good faith bargaining, unless the collective bargaining agreement provides for
said individual's participation in this Plan and (8) any employee coded for
payroll purposes as a Household Employee. A "leased employee" means any person
who is not an employee of the Employer, and provides services to the Employer if
(1) such services are provided pursuant to an agreement between the Employer and
any other person (the "leasing organization"), (2) such person has performed
such services for the Employer (or for the Employer


                                        3

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and related persons determined in accordance with Code Section 414(n)) on a
substantially full-time basis for a period of at least one year, and (3) such
services are performed under the primary direction or control of the Employer.

               (j) Employer: The Company and such Participating Employers as
have adopted the Plan with the consent of the Board.

               (k) Former Participant: A person who has been a Participant, but
who has ceased to be a Participant for any reason.

               (l) Highly Compensated Participant: A Highly Compensated
Participant means an individual described in Code Section 414(q) and the
Regulations thereunder, and generally means an Employee who performed services
for the Employer during the determination year and is in one or more of the
following groups:

                    (1) Employees who at any time during the determination year
or the preceding year were 5% owners of the Employer. A 5% owner means any
person who owns (or is considered as owning within the meaning of Code Section
318) more than 5% of the outstanding stock of the Employer or stock possessing
more than 5% of the total combined voting power of all stock of the Employer or,
in the case of an unincorporated business, any person who owns more than 5% of
the capital or profits interest in the Employer. In determining percentage
ownership hereunder, employers that would otherwise be aggregated under Code
Sections 414(b), (c), (m) and (o) should be treated as separate employers.

                    (2) Employees who for the preceding year had compensation
from the Employer in excess of $80,000 (as adjusted at the same time and in such
manner as prescribed by the Secretary of the Treasury) and were in the Top Paid
Group of Employees for the Plan Year.

               The determination year shall be the Plan Year for which testing
is being performed.

               Highly Compensated Participant shall include a former Employee
who had a separation year prior to the determination year and was a Highly
Compensated Participant in the year of separation from service or in any
determination year after attaining age fifty-five (55).

               "Top Paid Group" means the top 20% of employees who performed
services for the Employer during the applicable year, ranked according to the
amount of Compensation received from the Employer during such year. For the
purpose of determining the number of active Employees in any year, the following
Employees shall be excluded; however, such Employees shall still be considered
for the purpose of identifying the particular Employees in the Top Paid Group:

               (i) Employees with less than six (6) months of service;

               (ii) Employees who normally work less than seventeen and one-half
(17 1/2) hours per week;


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               (iii) Employees who normally work less than six (6) months during
a year; and

               (iv) Employees who have not yet attained age twenty-one (21).

               In-addition, if 90% or more of the Employees of the Employer are
covered under agreements the Secretary of Labor finds to be collective
bargaining agreements between Employee representatives and the Employer, and the
Plan covers only Employees who are not covered under such agreements, then
Employees covered by such agreements shall be excluded from both the total
number of active Employees as well as from the identification of particular
Employees in the Top Paid Group.

               The foregoing exclusions set forth in this Section shall be
applied on a uniform and consistent basis for all purposes for which the Code
Section 414(q) definition is applicable.

               (m) Non-Highly Compensated Participant: Any Participant or Former
Participant who is not a Highly Compensated Participant.

               (n) Participant: An Employee who meets the participation
requirements of Section 3.1.

               (o) Permanent Disability: A Participant's total and permanent
disability, as determined in accordance with the long term disability plan
applicable to the Participant.

               (p) Plan Year: Plan Year means the twelve-month period beginning
on January 1 and ending on December 31.

               (q) Trust: Shall mean the legal entity created by the trust
agreement between the Company and Trustee, fixing the rights and liabilities of
each with respect to managing and controlling the trust funds for the purposes
of the Plan.

               (r) Trustee: The individual or individuals, bank or trust company
which at a particular time shall be the trustee under the Trust.

               (s) Valuation Date: Each business day on which the New York Stock
Exchange is open and such other dates as may be designated by the Administrator
in a uniform and nondiscriminatory manner.

          2.2 Gender and Number. Except as otherwise indicated by the context,
masculine terminology shall include the feminine and the singular shall include
the plural.




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                                    ARTICLE 3
                                  PARTICIPATION

          3.1 Participation. Each Employee who was a Participant in the Plan on
November 14, 1999 pursuant to the terms of the Plan as in effect prior to this
restatement, shall continue as such, subject to the terms and provisions of this
Plan. Effective November 15, 1999, every other Employee shall be eligible to
become a Participant in the Plan on the first day of the fourth month
immediately following his date of hire. Eligible Employees shall become
Participants in the Plan upon the first Valuation Date following enrollment in
the Plan in accordance with procedures and rules established by the
Administrator.

          3.2 Termination of Participation. Subject to the provisions of Section
3.4 hereof, an individual shall cease to be a Participant when he terminates
employment with all Employers hereunder.

          3.3 Reemployment. A former Employee's eligibility to participate in
the Plan and the reinstatement of his Credited Service following his
reemployment by the Employer shall be governed by the following rules:

               (a) Return Prior to Five (5) Consecutive Breaks-in-Service. The
former Employee shall resume participation in the Plan and his Credited Service
shall be reinstated immediately upon his reemployment if he was a Participant in
the Plan prior to his departure and he is reemployed by the Employer prior to
incurring five (5) consecutive 1-year Breaks-in-Service. If the former Employee
terminated employment after completing at least four (4) months of service but
prior to becoming a Participant, his Credited Service will be reinstated and he
will become a Participant as of the later of his date of reemployment or the day
on which he would have become a Participant if his employment had not been
terminated as long as he is reemployed prior to incurring five (5) consecutive
1-year Breaks-in-Service.

               (b) Return After Five (5) Consecutive Breaks-in-Service. If a
former Employee had a nonforfeitable right to all or a portion of his Account at
the time of his termination of employment, his Credited Service will be
reinstated and he shall resume participation in the Plan immediately upon his
reemployment if he is reemployed by the Employer after incurring five (5)
consecutive 1-year Breaks-in-Service. If the former Employee did not have a
nonforfeitable right to any portion of his Account at the time of his
termination, he shall be considered a new Employee for all purposes if the
number of his consecutive 1-year Breaks-in-Service equal or exceed the greater
of (1) five (5) years or (2) the aggregate number of years of Credited Service
before such breaks. If such former Participant's years of Credited Service
before his termination exceed the greater of (1) five (5) years or (2) the
number of consecutive 1-year Breaks-in-Service after such termination, his
Credited Service will be reinstated and the Participant shall participate
immediately. In determining a former Employee's aggregate number of years of
Credited Service before the consecutive Breaks-in-Service, years of Credited
Service disregarded in accordance with this Section as the result of prior
periods of consecutive Breaks-in-Service shall not be considered.


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               Except as noted above, for participation purposes a former
Employee will be treated as a new Employee, and his prior Credited Service shall
be disregarded upon his reemployment.

          3.4 Cessation of Eligible Status. If any Participant does not suffer a
Break-in-Service but ceases to be an Employee, such Participant shall not be
credited with any Employer contributions or forfeitures for continuous service
during the period in which he ceases to be an eligible Participant; however,
such Participant shall receive credit for vesting purposes for continuous
service during the period in which he is not an eligible Participant.


                                    ARTICLE 4
                             EMPLOYEE CONTRIBUTIONS

          4.1 Employee Contributions. Subject to the limitations of Article 6,
each Participant may make contributions to the Plan, only by payroll deduction,
of before-tax and/or after-tax deposits in any whole percentage of his
Compensation, between 0% and 15% (or such lower percentages for Highly
Compensated Employees or the Administrator shall determine from time to time in
its sole discretion), as he elects, in accordance with the procedures and rules
established by the Administrator. The before-tax and after-tax deposits elected
by the Participant will be subject to a combined total of 15% (or such lower
percentages for Highly Compensated Employees as the Administrator shall
determine from time to time in its sole discretion) and will be deducted from
his Compensation for each payroll period and shall be paid by the Employer to
the Trust not later than the fifteenth (15th) business day of the month
following the month in which the deposits were deducted.

          4.2 Dates of Election.

               (a) A Participant may elect to make before-tax deposits and
after-tax deposits, as provided in Section 4.1, by authorizing payroll
deductions, in accordance with the procedures and rules established by the
Administrator.

               (b) A Participant may change his before-tax deposit percentage or
after-tax deposit percentage to any other percentage authorized under Section
4.1 at any time in accordance with the procedures and rules established by the
Administrator.

               (c) A Participant may discontinue before-tax deposits and/or
after-tax deposits, as provided by Section 4.1 at any time in accordance with
the procedures and rules established by the Administrator.




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                                    ARTICLE 5
                             EMPLOYER CONTRIBUTIONS

          5.1 Employer Matching Contributions. The Employer shall contribute to
the Plan on behalf of each Eligible Participant (as defined below) to be paid in
Company stock or in cash to be used to purchase Company stock for each Plan
Year, an amount equal to 50% of that portion of each Eligible Participant's
before-tax deposits made during the Plan Year which do not exceed 4% (6%
effective for Plan Years beginning on or after January 1, 2000) of the
Compensation paid to the Participant during the Plan Year and while such
Participant made contributions to the Plan.

               For this purpose, an Eligible Participant is one who is actively
employed on the last day of the applicable Plan Year or who is on an authorized
leave of absence or who terminated employment due to death, disability, or
retirement on or after Normal Retirement Age during the Plan Year.

               In addition, the Employer may contribute to the Plan for any Plan
Year such additional amount or percentage in cash or Company stock based on all
or a portion of before-tax deposits of each Participant who is actively employed
on the last day of the Plan Year or who is on an authorized leave of absence or
who terminated employment due to death, disability or retirement on or after
Normal Retirement Age during the Plan Year as the Employer determines in its
sole discretion.

               In the event contributions pursuant to this section are made in
Company stock, the number of shares of Company stock to be contributed shall be
determined by using the average price of Company stock for that Plan Year which
shall be determined by averaging the closing prices of Company stock each day to
obtain a monthly average price and averaging the monthly average prices to
obtain an annual average price.

          Notwithstanding any other provision of the Plan to the contrary,
contributions, benefits, and service credit with respect to qualified military
service will be provided in accordance with Code Section 414(u).

          5.2 Discretionary Employer Contributions. The Employers may make, in
Company stock or in cash to be used to purchase Company stock, a discretionary
contribution to the Trust in such amount, if any, as determined by the Board.

          5.3 Allocation of Annual Employer Contributions and Forfeitures. As of
the last day of each Plan Year, each eligible Participant's allocable share, if
any, of the Employer's contributions for that Plan Year shall be credited to his
Account. As of the last day of the Plan Year, any amount which becomes a
forfeiture during the Plan Year, shall first be used, in accordance with Section
15.2(d), if applicable, to reinstate previously forfeited Accounts of former
Participants, if any, in accordance with Section 5.4, and the remaining
forfeitures, if any, shall be used to reduce contributions which would otherwise
be made by the forfeiting Participant's Employer.



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               Effective January 1, 1999, Discretionary Employer contributions
for the Plan Year, if any, arising under the Plan during that year shall be
allocated among the Accounts of those Participants who are actively employed on
the last day of the Plan Year and those Participants who are on an authorized
leave of absence or who terminated employment during the Plan Year due to
retirement, disability or death, in the ratio that each Participant's
Compensation for the Plan Year bears to all Participant's Compensation for that
Plan Year.

          5.4 Restoration of Forfeited Amounts Upon Reemployment. If a person
who was a Participant on or after April 1, 1975 is reemployed by the Employer
before he incurs 5 consecutive 1-year Breaks-in-Service, he shall receive a
special allocation equal to the amount forfeited, if any, from such
Participant's Account upon the Participant's prior termination of employment.
The special allocation will be made as of the end of the Plan Year in which the
Participant is reemployed and shall be in addition to the contributions
described above. If, however, the Participant received a distribution equal to
his entire vested, nonforfeitable interest in his Account upon his prior
termination of employment, the special allocation will not be payable unless and
until the Participant repays to the Trustee the full amount distributed from his
Account in a timely fashion. The repayment must be made not later than the day
on which the Participant would have incurred 5 consecutive 1-year
Breaks-in-Service. The source of the special allocation shall first be any
forfeitures occurring during the Plan Year and, if that source is insufficient,
then the Employer shall make a special contribution to the Participant's Account
in an amount sufficient to cover the special allocation.

          5.5 Rollover Contributions. An Employee who receives or is credited
with a distribution described in subsection (a), (b) or (c) of this Section may,
but need not, make a special contribution to this Plan, which contribution will
hereafter be referred to as a "Rollover Contribution." In making a Rollover
Contribution, the Employee must transfer, or direct the transfer of, cash equal
to the value of all or part of the property the Employee received or is entitled
to receive in the distribution to the Trustees, to the extent the fair market
value of such property exceeds an amount equal to after-tax contributions made
by the Employee to the plan from which the distribution is being made. In
addition, prior to the acceptance of a Rollover Contribution, the Employer may
require the submission of such evidence as the Employer deems necessary or
desirable to enable it to determine whether the transfer qualifies as a Rollover
Contribution. If the Employer determines subsequent to any Rollover Contribution
that any such Rollover Contribution did not in fact qualify as such, the value
of such Rollover Contribution shall be immediately distributed to the Employee.
For purposes of this Section 5.5, the following shall be eligible to be treated
as a Rollover Contribution:

               (a) A distribution to an Employee from an employee's trust
described in Code Section 401(a), which trust is exempt from tax under Code
Section 501(a), or from an annuity plan qualified under Code Section 403(a),
which distribution qualifies for rollover treatment pursuant to the Code, which
was received by the Employee not earlier than 60 days prior to the date the
Rollover Contribution is credited to the Trust; or

               (b) A distribution to an Employee from an Individual Retirement
Account or an Individual Retirement Annuity (other than an endowment contract)
within the meaning of Code


                                        9

<PAGE>



Section 408(a) or 408(b), the assets of which are derived solely from a rollover
or transfer thereto of a prior distribution to the Employee described in (a)
above, which was received by the Employee not earlier than sixty (60) days prior
to the date the Rollover Contribution is credited to the Trust; or

               (c) A distribution directly to the Plan from an eligible
retirement plan (as defined in Code Section 401(a)(31)(D)) of all or any portion
of the balance to the credit of the Employee, except that the following amounts
shall not be included: any distribution that is one (1) of a series of
substantially equal periodic payments (not less frequently than annually) made
for the life (or life expectancy) of the distributee or the joint lives (or
joint life expectancies) of the distributee and the distributee's designated
beneficiary, or for a specified period of ten (10) years or more; any
distribution to the extent such distribution is required under Code Section
401(a)(9); that portion of any distribution that would not have been includible
in gross income (determined without regard to the exclusion for net unrealized
appreciation with respect to employer securities) if it would have been
distributed directly to the Employees; and any hardship distribution described
in Code Section 401(k)(2)(B)(i)(IV).


                                    ARTICLE 6
                                   LIMITATIONS

          6.1 Limitations on Annual Account Additions.

               (a) Annual Account Additions. The term "Annual Account Additions"
means, for any Participant for any Plan Year, the sum of --

                    (1)  Employer and Affiliate contributions made for the
                         Participant under "any defined contribution plan" for
                         the Plan Year, including before-tax deposits and
                         Matching Contributions hereunder; and

                    (2)  the Participant's after-tax contributions to "any
                         defined contribution plan"; and

                    (3)  forfeitures, if any, allocated to the Participant for
                         the year under "any defined contribution plan"; and

                    (4)  amounts allocated on the Participant's behalf to a
                         medical account, as defined in Code Section 415(l)(1)
                         or 419A(d)(2), although the percentage limit described
                         in Subsection(b) (2) below shall not apply to such
                         amounts;

but shall not include any Rollover Contributions under the Plan. "Any defined
contribution plan" means this Plan and all other defined contribution plans of
the Employer and Affiliates considered as one plan.


                                       10

<PAGE>



               (b) Limitation. Notwithstanding the foregoing provisions of this
Section 6.1, the Annual Account Additions of a Participant for any Plan Year,
which shall be the limitation year, shall not exceed the lesser of --

                    (1)  the greater of $30,000; or

                    (2)  25% of the Participant's compensation as defined in
                         Subsection (c) below, for such Plan Year.

Notwithstanding anything herein to the contrary, the limitations set forth in
subsection 6.1(b)(1) above shall be adjusted from time to time as provided in
Code Section 415(c).

               (c) Compensation. The term "compensation" as used herein, means
compensation as defined in Code Section 415(c)(3) and Treasury Regulation
thereunder, which generally means amounts actually paid during a limitation year
which are the Participant's wages, salary, fees for personal services actually
rendered in the course of employment with the Employer or other Affiliate,
including amounts described in Treasury Regulation 1.415-2(d)(1), and excluding
amounts which are reduced pursuant to a salary reduction arrangement and other
amounts described in Treasury Regulation 1.415-2(d)(2). Such "compensation" may
not exceed $160,000 as adjusted by the Commissioner for increases in the
cost-of-living in accordance with Code Section 401(a)(17)(B). Notwithstanding
anything herein to the contrary, the term "compensation" shall include elective
deferrals pursuant to a salary reduction agreement (as defined in Code Section
402(g)(3)) and any amount which is contributed or deferred by the Employer at
the election of the Employee and which is not includable in the gross income of
the Employee by reason of Code Section 125 or 457.

               (d) Reduction in Annual Account Additions. If in any Plan Year a
Participant's Annual Account Additions exceed the applicable limitation
determined under Subsection (b) above, by reason of a reasonable error in
estimating a Participant's compensation or otherwise, such excess (referred to
herein as the "Annual Account Excess") shall not be allocated to the
Participant's Account, but shall be treated in the following manner:

                    (1)  The Participant's after-tax contributions, if any,
                         under "any defined contribution plan" shall be
                         refunded, up to the amount of the Annual Account
                         Excess.

                    (2)  If there is any remaining Annual Account Excess after
                         the application of paragraph (1) above, the
                         Participant's before-tax deposits and any Employer
                         Matching contributions relating thereto for that year
                         shall be reduced proportionately, up to the remaining
                         amount of the Annual Account Excess, and such
                         before-tax deposits shall be returned to the
                         Participant.

                    (3)  If there is any remaining Annual Account Excess after
                         the application of paragraph (2) above, the
                         Participant's share of Employer or other


                                       11

<PAGE>



                         Affiliate contributions, if any, allocated to the
                         Participant under any other defined contribution plan
                         for that year shall be reduced in accordance with such
                         plan, up to the remaining amount of the Annual Account
                         Excess.

                    (4)  Any reduction in such a Participant's allocation of
                         Employer contributions under paragraph (3) above shall
                         be deemed to be a forfeiture for such Plan Year and
                         used to reduce Employer contributions.

                    (5)  Hold any excess amount remaining after (1) through (4)
                         above in a Code Section 415 suspense account.

                    (6)  Allocate and reallocate the Section 415 suspense
                         account in the next limitation year (and succeeding
                         limitation years if necessary) to all Participants in
                         the Plan before any Employer contributions which would
                         constitute annual additions are made to the Plan for
                         such limitation year.

                    (7)  Reduce Employer contributions to the Plan for such
                         limitation year by the amount of the Section 415
                         suspense account allocated and reallocated during such
                         limitation year.

               (e) Dual Plan Limitation. For Plan Years beginning prior to
January 1, 2000, if in any Plan Year a Participant is both an active participant
in any defined contribution plan and a participant of any "qualified" defined
benefit plan of the Employer or other Affiliate, the sum of the defined benefit
plan fraction (as defined in Code Section 415(e)(2)) and the defined
contribution plan fraction (as defined in Code Section 415(e)(3)) shall not
exceed 1.0. For Plan Years beginning prior to January 1, 2000, it is intended to
reduce the Annual Account Additions under the defined contribution plan to the
extent possible, if necessary, to prevent the sum of the defined benefit plan
fraction and the defined contribution fraction from exceeding 1.0, before
reducing the accrued benefits under any defined benefit plan.

          6.2 Maximum Amount of Before-Tax Deposits. In no event shall a
Participant's aggregate before-tax deposits for any calendar year, when combined
with all other elective pre-tax deferrals under Code Section 402(g) on behalf of
the Participant, exceed $10,000 (or such higher annual amount as may be
determined by the Secretary of the Treasury to reflect increases in the cost of
living). The annual limit shall be reduced as provided under Section 9.4
following a Participant's hardship withdrawal. To the extent that such a
Participant's before-tax deposits exceed the applicable dollar limit for a
calendar year, such deposits shall be treated as income to the Participant for
such calendar year. Such excess deferral, adjusted for earnings or losses
thereon, shall be distributed to the Participant not later than April 15 of the
calendar year following the calendar year in which such excess deferral was
made.



                                       12

<PAGE>



               Any such distribution of earnings on excess deferrals shall be
treated as income to the Participant in the year of distribution.

          6.3 Actual Deferral Percentage Tests. The limits described in this
Section 6.3 apply to before-tax deposits made pursuant to Section 4.1.
Notwithstanding any provision to the contrary in this Plan concerning the
amount, availability, or allocation of before-tax deposits, no amount of
before-tax deposits shall be allocated to a Participant's Account in excess of
the limits contained in this Section 6.3.

                    (a)  Actual Deferral Percentage means for each Plan Year the
                         average of the ratios (ADR) (calculated separately for
                         each active Participant) of:

                         (1)  the amount of before-tax deposits of each such
                              Participant for such Plan Year, to

                         (2)  such Participant's Compensation;

                         provided, however, that if a Highly Compensated
                         Participant also participates in another qualified
                         retirement plan with a salary reduction feature
                         maintained by the Employer under Code Sections 401(a)
                         and 401(k), such Participant's Actual Deferral
                         Percentage shall be determined as if all such qualified
                         plans with a salary reduction feature ending within the
                         same calendar year were a single plan.

                    (b)  The Actual Deferral Percentage test described
                         hereinafter shall be made as of the end of each Plan
                         Year. The Administrator in its discretion may choose to
                         make the Actual Deferral Percentage test more
                         frequently than annually. Any excess deferral described
                         in Section 6.2 shall be included in the computation of
                         the Actual Deferral Percentage notwithstanding the
                         distribution of any portion thereof, unless otherwise
                         provided under rules prescribed by the Secretary of the
                         Treasury. For any Plan Year, the Actual Deferral
                         Percentage for the group of Highly Compensated
                         Participants must not exceed the greater of:

                         (1)  125% of such percentage for the preceding Plan
                              Year for all other eligible Employees; or

                         (2)  the lesser of 200% of such percentage for the
                              preceding Plan Year for the Non-Highly Compensated
                              Participants, or such percentage for the preceding
                              Plan Year for the Non-Highly Compensated
                              Participants plus two (2) percentage points. The
                              provisions of Code Section 401(k)(3) and
                              Regulation 1.401(k)1(b) are incorporated herein by
                              reference. However, in order to prevent the
                              multiple use of the alternative method described
                              in this paragraph and in Code Section


                                       13

<PAGE>



                              401(m)(9)(A), any Highly Compensated Participant
                              eligible to make before-tax deposits pursuant to
                              Section 4.1 and to make after-tax deposits
                              contributions or to receive matching Employer
                              contributions under this Plan or under any other
                              plan maintained by the Employer shall have his
                              Actual Contribution Percentage reduced pursuant to
                              Regulation 1.401(m)-2, the provisions of which are
                              incorporated herein by reference.

               If two (2) or more qualified plans which include a salary
reduction feature described in Code Section 401(k) are considered as one plan
for purposes of Code Section 401(a)(4) or 410(b), the salary reduction feature
included in such plans shall be treated as one salary reduction arrangement for
purposes of the Actual Deferral Percentage test. Plans may be aggregated in
order to satisfy Code Section 401(k) only if they have the same Plan Year. In
the event the Actual Deferral Percentage test is not met as of the end of any
Plan Year, the provisions of Section 6.4 shall apply.

          6.4 Adjustment to Actual Deferral Percentage Tests. In the event the
Actual Deferral Percentage test is not met as of the end of any Plan Year, the
Administrator shall take the actions called for in this Section 6.4. Excess
Contributions with respect to any Participant are before-tax deposits which do
not meet the Actual Deferral Percentage test described in Section 6.3.

               If it appears that there will be Excess Contributions as of the
end of any Plan Year, the Administrator shall inform the Employer. The Employer,
in its discretion, may make a supplemental contribution which shall be allocated
to the Accounts of Participants who are Non-Highly Compensated Participants.
Any such supplemental contribution shall be allocated in a uniform and
nondiscriminatory manner in an amount sufficient to eliminate any Excess
Contributions. Such supplemental contribution by the Employer must be made, if
at all, within the first two and one-half (2 1/2) months after the close of the
Plan Year in which the Excess Contributions arose. Such supplemental
contribution shall be treated for all purposes as a before-tax deposit. The
allocation of a portion of any such supplemental contribution to the Account of
an affected Participant is subject to the Code Section 415 limits. If the
Employer chooses to make a supplemental contribution in an amount less than that
required to completely eliminate all Excess Contributions, the remaining Excess
Contributions shall be disposed of in the manner hereinafter described.

               Should the Employer not choose to make a supplemental
contribution for the purpose of eliminating any Excess Contributions, or if
Excess Contributions remain after a supplemental contribution has been made, the
before-tax deposits of the Participants who are Highly Compensated Participants
shall be reduced to the extent necessary so that the Actual Deferral Percentage
test set forth in Section 6.3 is met as of the end of the applicable Plan Year.
Such reduction shall be accomplished first by determining the maximum deferral
for the group of Participants who are Highly Compensated Participants permitted
by the Actual Deferral Percentage test. Next, the before-tax deposits of the
Participants with the largest deferrals shall be reduced in the order of their
actual deferral amounts beginning with the highest of such deferrals in
accordance with procedures adopted


                                       14

<PAGE>



by the Administrator until the actual deferrals for the group of Participants
who are Highly Compensated Participants does not exceed the maximum deferral
determined for that group.

               The Administrator shall cause the amount of Excess Contributions
(and income allocable thereto) attributable to each affected Participant to be
returned to such Participant not later than the end of the Plan Year following
the Plan Year as of which the Excess Contributions arose. However, the
Administrator shall use its best efforts to cause the amount of Excess
Contributions (and any income allocable thereto) attributable to each affected
Participant to be returned to such Participant within two and one-half (2 1/2)
months following the end of the Plan Year as of which the Excess Contributions
arose. The income allocable to the Excess Contributions of each affected
Participant is equal to the sum of (a) the income allocable to the Account of
the affected Participant for the applicable Plan Year, and (b) the income
allocable to the Account of the affected Participant for the period between the
end of the applicable Plan Year and the date of distribution with the sum of (a)
and (b) being multiplied by a fraction. The numerator of the fraction is the
Excess Contribution attributable to each affected Participant and the
denominator of the fraction is the closing balance (inclusive of any income), as
of the end of the applicable Plan Year, of the Participant's Account containing
the Excess Contributions.

          6.5 Maximum Contribution Percentage. The limits described in this
Section 6.5 apply to Employer Matching contributions and after-tax deposits.
Notwithstanding any provision to the contrary in this Plan concerning the
amount, availability, or allocation of Employer Matching contributions, no
amount of such contributions shall be allocated to the Account of any
Participant in excess of the limits contained in this Section 6.5.

               (a)  Actual Contribution Percentage means for each Plan Year the
                    average of the ratios (ACR) (calculated separately for each
                    Participant) of:

                    (1)  the amount of Employer Matching contributions and
                         after-tax deposits of each such Participant for such
                         Plan Year, to

                    (2)  such Participant's Compensation;

                    provided, however, that if a Highly Compensated Participant
                    who also participates in another qualified retirement plan
                    maintained by the Employer to which matching contributions,
                    employee contributions, or elective deferrals are made, such
                    active Participant's Actual Contribution Percentage shall be
                    determined by aggregating all Employer matching
                    contributions and after-tax contributions in plans which end
                    within the same calendar year.

               (b)  The Actual Contribution Percentage test described
                    hereinafter shall be made as of the end of each Plan Year.
                    The Administrator in its discretion may choose to make the
                    Actual Contribution Percentage test more frequently than
                    annually. For any Plan Year, the Actual Contribution
                    Percentage for the group of Highly Compensated Participants
                    must not exceed the greater of:


                                       15

<PAGE>



                    (1)  125% of such percentage for the preceding Plan Year for
                         all other Participants; or

                    (2)  the lesser of 200% of such percentage for the preceding
                         Plan Year for the Non-Highly Compensated Participants,
                         or such percentage for the preceding Plan Year for the
                         Non-Highly Compensated Participants plus two (2)
                         percentage points. However, to prevent the multiple use
                         of the alternative method described in this paragraph
                         and Code Section 401(m)(9)(A), any Highly Compensated
                         Participant eligible to make before-tax deposits
                         pursuant to Section 4.1 or any other cash or deferred
                         arrangement maintained by the Employer and to make
                         after-tax deposits or to receive matching contributions
                         under this Plan or under any other plan maintained by
                         the Employer shall have his Actual Contribution
                         Percentage reduced pursuant to Regulation 1.401(m)-2.
                         The provisions of Code Section 401(m) and Regulations
                         1.401(m)1(b) and 1.401(m)-2 are incorporated herein by
                         reference.


               If two (2) or more qualified plans which include matching
contributions, employee contributions, or elective deferrals are considered as
one plan for purposes of Code Section 410(b), such plans shall be treated as one
plan for purposes of the Actual Contribution Percentage test. Plans may be
aggregated in order to satisfy Code Section 401(m) only if they have the same
Plan Year. In the event the Actual Contribution Percentage test is not met as of
the end of any Plan Year, the provisions of Section 6.6 shall apply.

          6.6 Adjustment For Excessive Contribution Percentage. In the event the
Actual Contribution Percentage test is not met as of the end of any Plan Year,
the Administrator shall take the actions called for in this Section 6.6. Excess
Aggregate Contributions with respect to any Participant are Employer Matching
contributions and after-tax deposits which do not meet the Actual Contribution
Percentage test described in Section 6.5.

               If it appears that there will be Excess Aggregate Contributions
as of the end of any Plan Year, the Administrator shall inform the Employer. The
Employer, in its discretion, may make an additional Employer Matching
contribution which shall be allocated to the Accounts of all Participants who
are not Highly Compensated Participants. In lieu of making an additional
Employer Matching contribution, the Employer may make a supplemental
contribution which shall be allocated to the Accounts of all active Participants
who are not Highly Compensated Participants. Any additional Employer Matching
contribution or supplemental contribution shall be allocated in a uniform and
nondiscriminatory manner in an amount sufficient to eliminate any Excess
Aggregate Contributions. Such additional Employer Matching contribution or
supplemental contribution by the Employer must be made, if at all, within the
first two and one-half (2 1/2) months after the close of the Plan Year in which
the Excess Aggregate Contributions arose.



                                       16

<PAGE>



               Any additional Employer Matching contribution shall be treated
for all purposes as an Employer Matching contribution and any supplemental
contribution shall be treated for all purposes as an after-tax Employee
contribution. The allocation of either an additional Employer Matching
contribution or a supplemental contribution to the Participant Account of an
affected Participant is subject to the Code Section 415 limits. If the Employer
chooses to make an additional Employer Matching contribution, a supplemental
contribution, or a combination of both in an amount less than that required to
completely eliminate all Excess Aggregate Contributions, the remaining Excess
Aggregate Contributions shall be disposed of in the manner hereinafter
described.

               Should the Employer not choose to make an additional Employer
Matching contribution, a supplemental contribution, or a combination of both for
the purpose of eliminating any Excess Aggregate Contributions or if Excess
Aggregate Contributions remain after any such contributions have been made, the
Employer Matching contributions and/or after-tax deposits of the Participants
who are Highly Compensated Participants shall be reduced to the extent necessary
so that the Actual Contribution Percentage test set forth in Section 6.5 is met
as of the end of the applicable Plan Year. Such reduction shall be accomplished
first by determining the maximum contribution for the group of Participants who
are Highly Compensated Participants permitted by the Actual Contribution
Percentage test. Next, the Employer Matching contributions and/or after-tax
deposits of the Participants with the largest contributions shall be reduced in
the order of their actual contribution amounts beginning with the highest of
such contributions in accordance with procedures adopted by the Administrator
until the actual contributions for the group of Participants who are Highly
Compensated Participants does not exceed the maximum contribution determined for
that group.

               The Administrator shall cause the amount of Excess Aggregate
Contributions (and any income allocable thereto) attributable to each affected
Participant to be returned to such Participant not later than the end of the
Plan Year following the Plan Year as of which the Excess Aggregate Contributions
arose. However, the Administrator shall use its best efforts to cause the amount
of Excess Aggregate Contributions (and any income allocable thereto)
attributable to each affected Participant to be returned to such Participant
within two and one-half (2 1/2) months following the end of the Plan Year as of
which the Excess Aggregate Contributions arose. The income allocable to the
Excess Aggregate Contributions of each affected Participant is equal to the sum
of (a) the income allocable to the Account of the affected Participant for the
applicable Plan Year, and (b) the income allocable to the Account of the
affected Participant for the period between the end of the applicable Plan Year
and the date of distribution, with the sum of (a) and (b) being multiplied by a
fraction. The numerator of the fraction is the Excess Aggregate contribution
attributable to each affected Participant and the denominator of the fraction is
the closing balance (inclusive of any income), as of the end of the applicable
Plan Year, of the Account containing the Excess Aggregate Contribution.

          6.7 Limit on Total Contribution of Employer; Precluding Excess
Allocations. The total contributions of the Employer, as determined under
Sections 4.1, 5.1 and 5.2, for any Plan Year shall not exceed the maximum tax
deductible contribution permitted by law. In addition, in no event will


                                       17

<PAGE>



the amount allocated to a Participant's Account in any Plan Year exceed the
limitations set forth in this Article 6.


                                    ARTICLE 7
           CREDITING OF CONTRIBUTIONS AND DEPOSITS TO INVESTMENT FUNDS

          7.1 Investment Funds. The Administrator shall establish Investment
Funds which shall be used as investment vehicles for contributions and deposits
credited to each Participant's Account. The Administrator may add, eliminate, or
change Investment Funds in its complete discretion at any time. The Investment
Funds are as follows:

               (a) Conseco Stock Fund;

               (b) Money Market Fund;

               (c) Interest Income Fund;

               (d) S & P 500 Index Fund;

               (e) Conseco Fixed Income Fund;

               (f) Conseco Equity Fund;

               (g) Conseco Balanced Fund;

               (h) Conseco 20 Fund;

               (i) Conseco High Yield Fund; and

               (j) Conseco Convertible Securities Fund.

          7.2 Investment of Employer Contribution Accounts. Employer
Contribution Accounts shall be invested and reinvested in the Conseco Stock
Fund.

          7.3 Participant's Choice of Investments. A Participant may elect, in
accordance with such procedures and rules as established by the Administrator,
on any Valuation Date, other than during any earnings release blackout, as
determined in the sole discretion of the Administrator and communicated to Plan
Participants, that all future contributions subject to investment direction
(other than Employer Matching Contributions) be invested in one (1) or more of
the investment funds established pursuant to Section 7.1. Notwithstanding
anything herein to the contrary, elections may not be made, in accordance with
such procedures and rules as established by the Administrator, during the two
week period prior to each quarterly earnings release and the two business days
following each quarterly earnings release, as determined in the sole discretion
of the Administrator


                                       18

<PAGE>



and communicated to Plan Participants. If a Participant fails to make any
election or makes an election prohibited hereunder, 100% of his contributions
subject to investment direction shall be invested in the Conseco Balanced Fund.

          7.4 Change of Prior Investments. Each Participant may reallocate on
any Valuation Date all or a portion of his Account subject to investment
direction from one Investment Fund established pursuant to Section 7.1 to
another such Investment Fund on any Valuation Date in accordance with such
procedures and rules as established by the Administrator. Participants are
limited to five (5) investment transfers per calendar quarter. Notwithstanding
anything herein to the contrary, transfers involving the Conseco Stock Fund may
only be made during a ten (10) business day period each calendar quarter,
beginning on the third (3rd) business day following the quarterly earnings
release as determined in the sole discretion of the Administrator and
communicated to Plan Participants. The Administrator may, in its sole
discretion, designate more frequent investment transfer dates if the
Administrator deems it appropriate in light of the market volatility to which
the investment alternatives may reasonably be expected to be subject.


                                    ARTICLE 8
                                    ACCOUNTS

          8.1 Separate Accounts. The Administrator shall maintain the following
subaccounts:

               (a)  a Before-Tax Deposit Account for each Participant who elects
                    to direct the Employer to make before-tax deposits on his
                    behalf;

               (b)  an Employer Contribution Account shall be maintained for
                    each Participant for Employer matching contributions
                    allocated to a Participant's Account and for any annual
                    discretionary employer contributions allocated to a
                    Participant's Account;

               (c)  a Pre-1987 After-Tax Deposit Account shall be maintained for
                    each Participant for any after-tax deposits made prior to
                    January 1, 1987;

               (d)  a Post-1986 After-Tax Deposit Account shall be maintained
                    for each Participant for any after-tax deposits made on or
                    after January 1, 1987; and

               (e)  a Rollover Account shall be maintained for all Rollover
                    contributions allocated to a Participant's Account.

The Administrator shall also create such other subaccounts as it deems necessary
or desirable.

          8.2 Valuation of Separate Accounts. As of each Valuation Date, the
Administrator shall adjust the previous Account balances for before-tax
deposits, matching contributions, discretionary employer contributions,
after-tax contributions, earnings, gains or losses, withdrawals, expenses,


                                       19

<PAGE>



Participant loans and any Participant rollover and transfer contributions in
order to obtain new Account balances.

          8.3 Determination of Fund Performance. For purposes of determining
Account values, each Account's share of the income, appreciation and
depreciation of each Investment Fund as of any Valuation Date shall be that
proportion of the total income, appreciation or depreciation of such Investment
Fund during such period that the balance of such accounts during such period
bears to the balance of all such accounts in such Investment Fund during such
period. The value of each account, each Investment Fund, and the Trust fund as
of the end of any period shall be the fair market value of such account or fund.
All Participant transactions including, but not limited to, before-tax deposits,
after-tax deposits, withdrawals, distributions and rollovers for the period will
be reflected in said determination.

          8.4 Voting of Company Stock. Voting, tender and similar rights shall
be passed through to Participants and beneficiaries pursuant to the provisions
of the Trust.


                                    ARTICLE 9
                          WITHDRAWALS DURING EMPLOYMENT

          9.1 After-Tax Deposit Account Withdrawals. Each active Participant who
has made after-tax deposits may withdraw such deposits at any time, in
accordance with the procedures and rules established by the Administrator, but
not more often than once in any calendar quarter. Payment shall be made to the
Participant as soon as practicable following the date the request is submitted
to the Administrator. The withdrawal may not exceed the value of the
Participant's After-Tax Deposit Accounts. Any such withdrawal will be taken
from the Participant's Pre-1987 After-Tax Deposit Account and Post-1986
After-Tax Deposit Account, in the following order:

               (a)  Pre-1987 after-tax deposit contributions;

               (b) Post-1986 after-tax deposit contributions and earnings on all
after-tax deposit contributions.


After-Tax Deposit Account Withdrawals under this Section 9.1 shall be charged
against the value of the withdrawing Participant's subaccount in each of the
Investment Funds proportionally.

          9.2 Withdrawals After Age Fifty-nine and one-half (59 1/2). An active
Participant who has attained age fifty-nine and one-half (59 1/2) may withdraw
all or a portion of his vested Account balance in accordance with the procedures
and rules established by the Administrator. Payment shall be made to the
Participant as soon as practicable following the date the request is submitted
to the Administrator. Any such withdrawal will be taken from the Participant's
Account in the following order:



                                       20

<PAGE>



               (a)  Pre-1987 after-tax contributions;

               (b)  Post-1986 after-tax contributions and earnings on all
                    after-tax contributions;

               (c)  Grandfathered rollover contributions and earnings;

               (d)  Rollover contributions and earnings;

               (e)  Before-tax deposits and earnings;

               (f)  Grandfathered employer contributions and earnings; and

               (g)  Employer contributions and earnings.

Post-fifty-nine and one-half (59 1/2) withdrawals under this Section 9.2 shall
be charged against the value of the withdrawing Participant's subaccount in each
of the Investment Funds proportionally.

          9.3 Withdrawals After Age Fifty-Five (55). An active participant who
has attained age fifty-five may withdraw all or a portion of his vested Employer
Contribution Account in accordance with the procedures and rules established by
the Administrator, but not more often than once in any calendar quarter. Payment
shall be made to the Participant as soon as practicable following the date the
written request is submitted to the Administrator. Post age 55 withdrawals under
this Section 9.3 shall be charged against the value of the withdrawing
Participant's subaccount in each of the Investment Funds proportionately.

          9.4 Hardship Withdrawals. Upon the request of a Participant made in
accordance with such uniform and nondiscriminatory rules as the Administrator
may prescribe, but not more frequently than once in any calendar quarter, the
Administrator shall permit a Participant to make a hardship withdrawal from his
Before-Tax Deposit Account, After-Tax Deposit Accounts, and Rollover Account
from the Plan prior to the Participant's termination of employment or Permanent
Disability if (a) the withdrawing Participant is under fifty-nine and one-half
(59 1/2) years of age on the date the withdrawal is being made and (b) the
Trustee, in accordance with the provisions of Internal Revenue Regulation
Section 1.401(k)-l(d)(2) and with the following paragraph, finds that such
withdrawal is necessary because of the Participant's immediate and heavy
financial need. The maximum amount that can be withdrawn under this Section 9.4
shall be the lesser of (a) the amount which the Trustee, in accordance with the
provisions of Internal Revenue Regulation Section 1.401(k)-l(d)(2) and with the
following paragraph, deem to be necessary to meet the immediate and heavy
financial need of the withdrawing Participant created by the hardship, and (b)
the value of the Participant's Before-Tax Deposit, After-Tax Deposits and
Rollover Accounts determined on the last Valuation Date reduced by the
appreciation on any before-tax deposits credited to the Participant's Before-Tax
Deposit Account subsequent to December 31, 1988.

               For purposes of this Section, a distribution will be deemed to be
on account of immediate and heavy financial need if the distribution is on
account of:


                                       21

<PAGE>



               (1) Medical expenses described in Code Section 213(d) incurred by
the Employee, the Employee's spouse, or any dependents of the Employee (as
defined in Code Section 152);

               (2) Purchase (excluding mortgage payments) of a principal
residence for the Employee;

               (3) Payment of tuition for the next year of post-secondary
education for the Employee, his or her spouse, children, or dependents; or

               (4) The need to prevent the eviction of the Employee from his
principal residence or foreclosure on the mortgage of the Employee's principal
residence.

               Further, a distribution will be deemed to be necessary to satisfy
the immediate and heavy financial need if the distribution is not in excess of
the amount necessary to relieve the need and cannot be satisfied from other
resources that are reasonably available to the Employee including other
withdrawals and loans currently available under all plans maintained by the
Employer. Hardship withdrawals under this Section 9.4 shall be charged against
the value of the withdrawing Participant's subaccount in each of the Investment
Funds proportionally. Payment of a hardship distribution shall be made as soon
as administratively possible following the Participants' submission of his
request for distribution with the Administrator. Any such hardship withdrawal
will be taken from the Participant's Account in the following order:

               (a)  Pre-1987 after-tax contributions;

               (b)  Post-1986 after-tax contributions and earnings on all
                    after-tax contributions;

               (c)  Grandfathered rollover contributions and earnings;

               (d)  Rollover contributions and earnings; and

               (e)  Before-tax deposits and pre-January 1, 1989 earnings.

               Any Participant receiving a hardship distribution must certify
and agree to satisfy all of the following conditions:

               (a) The distribution is not in excess of the amount of the
Participant's immediate and heavy financial need;

               (b) The Participant has obtained all distributions, other than
hardship distributions, and all non-taxable loans currently available under all
plans maintained by the Employer or its Affiliates; and



                                       22

<PAGE>



               (c) The Participant's before-tax deposits and after-tax deposits
shall be suspended for at least twelve (12) months after the receipt of the
hardship distribution.

          9.5 Loans. Upon request of a Participant, made with the consent of the
Participant's spouse, if applicable, in accordance with such uniform procedures
and rules as the Administrator may prescribe, the Administrator will permit the
Plan to make a loan to a Participant provided that:

               (a) Only active Participants will be eligible to request a loan.

               (b) The minimum amount a Participant can request is $1,000.

               (c) A Participant cannot have more than one (1) outstanding loan
at any time.

               (d) The interest rate shall be based on the prime rate and shall
be reset on the first business day of every month. The interest rate and term of
the loan will be set as of the date the loan is requested and will not be
changed during the life of the loan.

               (e) A Participant can pay off a loan in full at any time during
the life of the loan without penalty. However, no partial prepayments will be
accepted.

               (f) The Participant's obligation is represented by a negotiable
promissory note which shall provide for level amortization with payments to be
made not less frequently than quarterly over a period not to exceed four (4)
years and six (6) months after the date of such loan unless the loan is to be
used by the Participant to acquire any dwelling unit which within a reasonable
time (determined at the time the loan is made) is to be used as a principal
residence of the Participant, and calling for payments to be made by payroll
deduction and for a period not to exceed ten (10) years.

               (g) Notwithstanding the foregoing, the entire principal balance
and all accrued but unpaid interest under any outstanding loan shall be
considered in default unless such amounts are repaid within 60 days following a
termination of employment. Any unpaid balance of the loan, including accrued
interest thereon, may be deducted from any distribution of the Participant's
Account to which the Participant or his beneficiary may be entitled, and if the
amount of such distribution is not sufficient to repay the remaining principal
and interest of any such loan, the Participant or his personal representative
shall be liable for and continue to make payments on any balance still due,
which payments may be withheld by the Employer from any Compensation due that
Participant.

               (h) The amount loaned plus interest due thereon over the term of
the indebtedness is not more than the lesser of (i) $50,000 reduced by the
excess, if any, of the highest outstanding balance of loans from the Plan to the
Participant during the one year period ending on the day before the date on
which such loan is made, over the outstanding balance of loans from the Plan to
the Participant on the date on which such loan was made, and (ii) one-half (1/2)
of the Participant's vested


                                       23

<PAGE>



Account balance, excluding the value of that portion of the Account attributable
to Employer contributions; and

               (i) The written consent of the Participant's spouse must be
obtained within the ninety-day period prior to the date the loan was made.

               Loans made to a Participant under this Section 9.5 shall
constitute a separate earmarked investment of the Account of the Participant to
whom the loan is being made.

               The amount of the loan shall be charged pro rata against the
value of said Participant's subaccounts in the following order and shall be
returned to the Participant's subaccounts in the reverse order:

               (a)  Pre-1987 after-tax contributions;

               (b)  Post-1986 after-tax contributions and earnings on all
                    after-tax contributions;

               (c)  Grandfathered rollover contributions and earnings;

               (d)  Rollover contributions and earnings;

               (e)  Before-tax deposits and earnings; and

               (f)  Any available grandfathered employer contributions and
                    earnings.

               Loan repayments will be suspended under this Plan as permitted
under Code Section 414(u)(4) and may be suspended for a period of up to twelve
months during a Participant's authorized unpaid leave of absence.

               Amounts paid to the Plan by the Participant in repayment of an
outstanding loan shall be credited to and invested in the Participant's Account
in each of the Investment Funds in accordance with the Participant's then
current direction covering new deposits or, if none, in the Conseco Balanced
Fund. The amount of any loan made to a Participant from the Plan shall be made
as soon as administratively possible following the date the request is submitted
to the Administrator.

          9.6 Withdrawal and Loan Fees. Notwithstanding anything herein to the
contrary, withdrawals (other than hardship withdrawals) and loans made pursuant
to the provisions of this Article 9 shall be reduced by any withdrawal or loan
fees imposed by third party administrators.




                                       24

<PAGE>




                                   ARTICLE 10
                                  DISTRIBUTIONS

          10.1 Retirement. The Account of a Participant whose employment is
terminated on or after his sixtieth (60) birthday shall be nonforfeitable and
such Account will be distributed to the Participant as provided in Sections 10.6
and 10.7.

          10.2 Death. Subject to Section 10.5, the designated beneficiary of a
Participant or beneficiary who dies during a Plan Year shall be eligible to
receive the full value of the Participant's or beneficiary's Account as provided
in Section 10.8.

          10.3 Permanent Disability. The Account of a Participant whose
employment is terminated due to Permanent Disability shall be nonforfeitable and
such Account will be distributed to the Participant for his benefit as provided
in Sections 10.6 and 10.7 provided his Permanent Disability is established to
the satisfaction of the Administrator.

          10.4 Other Termination of Employment. If a Participant's employment is
terminated other than in accordance with Sections 10.1 through 10.3, he shall be
eligible to receive the sum of the following as provided below:

               (a) The full value of his Before-Tax Deposit Account, After-Tax
Deposit Accounts, and Rollover Account, if not previously withdrawn; and

               (b) A percentage (determined as of the date of his termination)
of the value of his Employer Contribution Account, if any, as determined below:
<TABLE>
<CAPTION>

         Completed Years of                           Vested
          Credited Service                          Percentage
          ----------------                          ----------

         <S>                                           <C>
         Less than 2 years                              0%
                  2                                    20%
                  3                                    40%
                  4                                    60%
                  5                                    80%
                  6 or more years                     100%
</TABLE>

Provided, however, notwithstanding any other provision herein to the contrary,
any individual who was an Employee prior to January 1, 1995 shall be 100% vested
after the completion of five (5) years of Credited Service. A Participant's
before-tax and after-tax deposits and rollovers shall be non-forfeitable and
fully vested at all times.

The non-vested portion of a Participant's Account, if any, shall be forfeited as
of the earlier of (i) the date the Participant receives his distribution, or
(ii) the date on which the Participant suffers his fifth


                                       25

<PAGE>



(5th) consecutive 1-year Break in Service, but is subject to reinstatement in
accordance with Section 5.4. The vested portion of the Participant's Employer
Contribution Account, and the Participant's Before-Tax Deposit Account,
After-Tax Deposit Accounts, and Rollover Account, will be distributed to the
Participant as provided in Sections 10.6 and 10.7.

          10.5 Designation of Beneficiary.

               (a) The Participant's spouse shall automatically be the
designated beneficiary to receive any distributions by reason of his death and
shall be paid in the manner prescribed in Section 10.8. However, if there is no
spouse, or if the spouse has consented then distribution by reason of the
Participant's death shall be made to his designated beneficiary in the manner
prescribed in Section 10.8.

               (b) If there shall be a failure of all designated beneficiaries
(because of prior death, failure to designate in the manner herein provided, or
otherwise) with respect to any Participant the amount payable hereunder after
the death of such Participant shall be paid and distributed, in the order named,
to each of the following as shall be living on the date of any distribution:

                    (1)  Such Participant's spouse;

                    (2)  His descendants, per stirpes;

                    (3)  His parents in equal shares; and

                    (4)  His brothers and sisters in equal shares and their
                         descendants, per stirpes.

                    If no such person shall be living on the date of any
distribution, such amount shall be payable to the estate of the last survivor of
said persons.

               (c) The Trustee shall be fully protected in making their
distributions to the next successor designated beneficiary if, within six (6)
months after any date fixed for distribution they have no actual knowledge that
a predecessor designated beneficiary survived, or was existing on, such date.

          10.6 Timing of Distributions. The distribution of a Participant's
Account pursuant to Sections 10.1 and 10.3 will be made in accordance with
uniform rules and procedures established by the Administrator within one year
following the Participant's termination of employment if the vested Account is
not and never was in excess of $5,000. If the vested Account is or ever was in
excess of $5,000, distribution shall commence on the later of (i) as soon as
administratively practicable following the Participant's termination of
employment, or (ii) as soon as administratively practicable following the
Participant's request for distribution. Further, distribution to an alternate
payee pursuant to a qualified domestic relations order, as defined in Code
Section 414(p), may be made as soon as practicable following the alternate
payee's request for distribution.



                                       26

<PAGE>



               A Participant's benefits shall commence not later than April 1 of
the calendar year following the calendar year in which (i) for a Participant who
is not a 5% Owner, the later of the following to occur: (a) the Participant
attains age seventy and one-half (70 1/2), or (b) the Participant retires; and
(ii) for a Participant who is a 5% Owner, the Participant attains age seventy
and one-half (70 1/2). Alternatively, distributions to a Participant must begin
not later than April 1 following such calendar year and must be made over the
life of the Participant (or the lives of the Participant and the Participant's
designated beneficiary) or the life expectancy of the Participant (or the life
expectancies of the Participant and the Participant's designated beneficiary).

          10.7 Manner of Benefit Distribution.

               (a) Except as otherwise provided herein, all distributions shall
be made in a lump sum. The distribution of a Participant's or beneficiary's
Account pursuant to Sections 10.1, 10.2 and 10.3, if the Account exceeds or ever
exceeded $5,000, shall be made in either of the following forms as the
Participant or beneficiary in his sole discretion shall select:

                    (1)  a lump sum; or

                    (2)  quarterly or annual installment payments over a period
                         not to exceed nine (9) years eleven (11) months, as the
                         Participant elects; provided, that each installment
                         payment must be at least $500.

                    Installment distribution shall be made in accordance with
procedures and rules established by the Administrator. Installment distribution
elections pursuant to paragraph (2) above may be modified to accelerate
distributions at the option of the Participant or beneficiary. If a
Participant's Account is to be distributed in other than a lump sum, the amount
to be distributed each year must be at least an amount equal to the quotient
obtained by dividing the Participant's entire interest by the life expectancy of
the Participant or joint and last survivor expectancy of the Participant and his
beneficiary. Life expectancy and joint and last survivor expectancy are computed
by the use of the return multiples contained in Section 1.72-9 of the income tax
regulations. Further, if the Participant's spouse is not the beneficiary, the
method of distribution selected must assure that more than 50% of the present
value of the amount available for distribution is paid within the life
expectancy of the Participant.

               (b) Notwithstanding any provision of the Plan to the contrary
that would otherwise limit a distributee's election under this subsection, a
distributee may elect, at the time and in the manner prescribed by the
Administrator, to have any portion of an eligible rollover distribution paid
directly to an eligible retirement plan specified by the distributee in a direct
rollover.

For purposes of this subsection, the following terms shall have the following
meaning:

                    (1) Eligible rollover distribution. An eligible rollover
distribution is any distribution of all or any portion of the balance to the
credit of the distributee, except that an eligible rollover distribution does
not include: any distribution that is one of a series of substantially equal


                                       27

<PAGE>



periodic payments (not less frequently than annually) made for the life (or life
expectancy) of the distributee or the joint lives (or joint life expectancies)
of the distributee and the distributee's designated beneficiary, or for a
specified period of ten years or more; any distribution to the extent such
distribution is required under Code Section 401(a)(9); the portion of any
distribution that is not includible in gross income (determined without regard
to the exclusion of net unrealized appreciation with respect to employer
securities); and any hardship distribution described in Code Section
401(k)(2)(B)(i)(IV).

                    (2) Eligible retirement plan. An eligible retirement plan is
an individual retirement account described in Code Section 408(a), an individual
retirement annuity described in Code Section 408(b), an annuity plan described
in Code Section 403(a), or a qualified trust described in Code Section 401(a),
that accepts the distributee's eligible rollover distribution. However, in the
case of an eligible rollover distribution to the surviving spouse, an eligible
retirement plan is an individual retirement account or individual retirement
annuity.

                    (3) Distributee. A distributee includes an Employee or
former Employee. In addition, the Employee's or former Employee's surviving
spouse and the Employee's or former Employee's spouse or former spouse who is
the alternate payee under a qualified domestic relations order, as defined in
Code Section 414(p), are distributees with regard to the interest of the spouse
or former spouse.

                    (4) Direct rollover. A direct rollover is a payment by the
Plan to the eligible retirement plan specified by the distributee.

               If a distribution is one to which Code Sections 401(a)(11) and
417 do not apply, such distribution may commence less than thirty (30) days
after the notice required under Section 1.411(a)11(c) of the Income Tax
Regulations is given, provided that:

                         (i) the Administrator clearly informs the Employee that
the Employee has a right to a period of at least thirty (30) days after
receiving the notice to consider the decision of whether or not to elect
distribution and, if applicable, a particular distribution option; and

                         (ii) the Employee, after receiving the notice,
affirmatively elects a distribution.

               (c) Installment distributions shall be made in cash and charged
against the value of the withdrawing Participant's subaccount in each of the
Investment Funds proportionately.

               Lump sum distributions will be made in cash; provided, however,
Participants who elect immediate lump sum distributions pursuant to (a)(1) above
whose Accounts are invested in the Conseco Stock Fund at the time distribution
is to commence may elect to receive cash or the number of shares equal to the
value of the Conseco Stock Fund. For purposes of determining the number of
shares to distribute, the shares shall be valued based on the closing price as
reported on the New York Stock Exchange Composite Transactions Tape on the date
that the Administrator processes the Participant's request for distribution.


                                       28

<PAGE>



          10.8 Manner of Distribution and Timing of Death Distributions. The
distribution of a deceased Participant's Account will be made in accordance with
rules and procedures established by the Administrator within one year after
benefits become due if the deceased Participant's Account is not and never was
in excess of $5,000. If the deceased Participant's Account exceeds or ever
exceeded $5,000, distribution shall be made as soon as administratively
practicable after the beneficiary requests distribution. Payments will be made
in a lump sum or in installments as the beneficiary shall elect pursuant to the
provisions of Section 10.7; provided, however, notwithstanding anything herein
to the contrary, if the distribution of a Participant's Account has begun
pursuant to Section 10.7(a)(3) and the Participant dies after the required
commencement date under Section 10.6 but before the Participant's entire Account
has been distributed, the remaining portion of the Participant's Account shall
be distributed at least as rapidly as under the method in effect on the date of
the Participant's death.

          If a Participant dies before he receives distribution of his accounts,
the Participant's Account shall be distributed within five (5) years after the
date of the Participant's death. If the Participant designates his surviving
spouse as his beneficiary, however, the distribution need not be made earlier
than the date on which the Participant would have attained age seventy and
one-half (70 1/2). If the surviving spouse dies before distribution is made,
this Section 10.8 shall be applied as if the surviving spouse was the
Participant.

          10.9 Limitation on Benefits and Distributions. All rights and
benefits, including elections, provided to a Participant in this Plan shall be
subject to the rights afforded to any "alternate payee" under a "qualified
domestic relations order" as those terms are defined in Code Section 414(p).

          10.10 Distributions Payable to Incompetents. If any person entitled to
distribution payments hereunder shall be under a legal disability or, in the
sole judgment of the Administrator shall otherwise be unable to apply such
payments to his own best interest and advantage, the Administrator in the
exercise of his discretion, may direct all or any portion of such payments to be
made in any one or more of the following ways:

          (a) Directly to such person;

          (b) To his legal guardian or conservator; or

          (c) To his spouse or to any other person, to be expended for his
benefit.

          The decision of the Administrator will, in each case, be final and
binding upon all persons, and the Administrator shall not be obliged to see to
the proper application or expenditure of any payment so made. Subject to the
claims review provisions of Section 13.2, any payment made pursuant to the power
herein conferred upon the Administrator shall operate as a complete discharge of
all obligations under the Plan as to such payments.



                                       29

<PAGE>



          10.11 Distribution of Before-Tax Deposits. Except as otherwise
provided in Section 6.4, in no event may a Participant's before-tax deposits be
distributed earlier than:

          (a) a Participant's separation from service, death, or disability;

          (b) termination of the Plan without establishment of a successor plan;

          (c) the date of the sale by the Employer of substantially all the
assets (within the meaning of section 409(d)(2) of the Code) used by the
Employer in a trade or business of the Employer with respect to an Employee who
continues employment with the corporation acquiring such assets;

          (d) the date of the sale by the Employer of the Employer's interest in
a subsidiary (within the meaning of section 409(d)(3)) with respect to an
Employee who continues employment with such subsidiary; or

          (e) the attainment of age fifty-nine and one-half (59 1/2).


                                   ARTICLE 11
                                NONASSIGNABILITY

          It is a condition of the Plan to which all rights of any person shall
be subject, that payments hereunder shall be made only to those persons entitled
thereto under the terms of this Plan, and no right or interest in the Plan or
Trust shall be transferable or assignable; such right or interest may not be
anticipated, charged or encumbered, and shall not be subject to or reached by
any legal or equitable process (including execution, garnishment, attachment,
pledge or bankruptcy) in satisfaction of any debt, liability, or obligation
prior to its receipt; provided, however, that notwithstanding any provisions of
the Plan or Trust to the contrary, compliance with a domestic relations order of
a court of competent jurisdiction which the Administrator finds to be a
"qualified domestic relations order" within the meaning of the Code shall not be
prohibited hereunder and shall satisfy all provisions of the Plan and Trust.


                                   ARTICLE 12
                                 TRUST AGREEMENT

          The Company has entered into the Trust with the Trustee establishing a
Trust to fund and implement the Plan. The Trust shall be deemed to form a part
of the Plan and any and all rights and benefits which may accrue to any person
under the Plan shall be subject to all of the terms and provisions thereof.




                                       30

<PAGE>




                                   ARTICLE 13
                          MANAGEMENT AND ADMINISTRATION

          13.1 Administrator. Conseco Services, L.L.C. shall be the
Administrator of the Plan. The Administrator shall have full power and
authority, within the limits of the Plan, to supervise the operation and
administration of the Plan. The Administrator shall from time to time establish
rules for the administration of the Plan including the establishment of
procedures for making claims and appealing decisions under the Plan. The
Administrator shall have the exclusive right to interpret the Plan and decide
any matters arising hereunder in the administration and the operation of the
Plan, and any interpretations or decisions so made will be conclusive and
binding on any persons having an interest in the Plan and will be determined and
applied so as not to discriminate in favor of Participants who are officers,
shareholders or highly compensated employees. The Company shall be deemed to be
the "named fiduciary" under the Plan within the meaning of ERISA, and the
Administrator shall be deemed to be the "named Administrator."

          13.2 Claims Review Procedure. A Participant or beneficiary shall make
all claims for benefits under the Plan in writing addressed to the Administrator
at the address of the Administrator. Each claim shall be reviewed by the
Administrator within a reasonable time after it is submitted, but in no event
longer than ninety (90) days after it is received by the Administrator. If a
claim is wholly or partially denied, the claimant shall be sent written notice
of such fact within fourteen (14) days of the denial. The denial notice, which
shall be written in a manner calculated to be understood by the claimant, shall
contain (a) the specific reason or reasons for the denial, (b) specific
reference to pertinent Plan provisions on which the denial is based, (c) a
description of any additional material information necessary for the claimant to
perfect his claim and an explanation of why such material or information is
necessary, and (d) an explanation of the Plan's claim review procedure.

          Within sixty (60) days after receipt by the claimant of written notice
of the denial, the claimant or his duly authorized representative may appeal
such denial by filing a written application for review with the Company. Such
application shall be addressed to the Company and may include a statement of the
issues and other comments. Each such application shall state the grounds upon
which the claimant seeks to have the claim reviewed. The claimant or his
representative shall have access to all pertinent documents relative to the
claim for the purpose of preparing the application. The individual or
individuals appointed by the Company shall then review the decision and notify
the claimant in writing of the results of the redetermination within sixty (60)
days of receipt of the application for review, which decision shall be in
writing, written in a manner calculated to be understood by the claimant and
include specific reasons for the decision and specific reference to the
pertinent Plan provisions on which the decision is based. The sixty-day period
for the decision of the individual or individuals appointed by the Company may
be extended if specific circumstances require an extension of time for
processing, in which case the decision shall be rendered as soon as possible,
but no later than one hundred twenty (120) days after receipt of the application
for review.

          13.3 Delegation. The Administrator shall have the right, from time to
time, to delegate in writing to any person or persons, subject to such terms,
conditions and restrictions as they may


                                       31

<PAGE>



prescribe, such of its rights, powers, authorities, discretions and duties
hereunder, except those dealing with interpretation of the provisions of the
Plan, as it shall determine; and all actions taken by any such person or persons
pursuant to and in accordance with any such delegations shall be effective and
binding upon all parties to the same extent as though taken by the
Administrator.

          13.4 Expenses of Administration. Except as provided in Section 9.6,
all expenses and liabilities incurred in connection with the administration of
the Plan may be paid by the Employer, but if not so paid shall be paid from the
Trust.


                                   ARTICLE 14
                           COMPANY AND EMPLOYER RIGHTS

          14.1 Company's Interest in Trust. The Trust and Plan hereby created
shall be maintained for the exclusive benefit of Participants and their
beneficiaries, and is intended to qualify under Code Sections 401(a) and 501(a)
and under ERISA, as amended from time to time. In no event shall the Company or
any other employer have any right, claim, or beneficial or reversionary interest
in any Trust assets, and the Trustee shall make no payment or other distribution
to the Company or any other employer except to repay loans made by the Company
to the Trust and interest thereon, or taxes which the Company or any other
employer is obligated to withhold and remit to tax collecting agencies and to
return to the Company or any other employer a contribution made by a mistake of
fact within one year of such contribution; but nothing contained in the Trust
agreement shall be construed to impair the Company's right to see to the proper
administration of the Trust in accordance with Plan provisions.

          14.2 Inspection of Records. The Company shall have the right to have
the books, accounts and records of the Trustee examined at any time, or from
time to time, by such accountants, attorneys, agents or employees as the Company
may select, and to make such copies of, or extracts from, such books, accounts
and records as the Company desires. The cost of such examination and report
shall be paid by the Company.

          14.3 Amendment. The Company alone reserves the right by action of the
Board to amend the Plan at any time, and from time to time, except that no
amendment shall be made to the Plan which reduces a Participants' accrued
benefit. The Company shall promptly notify the Trustee of any amendment.
However, the Trustee's duties and responsibilities may not be increased without
their consent, and no such amendment shall vest in the Company or any other
employer any right, title or interest in and to Trust assets, divest
Participants or their beneficiaries of any vested rights in their accounts, or
allow any part of Trust assets to be used for, or diverted to, purposes other
than for the exclusive benefit of Participants and their beneficiaries within
the meaning of the Code and ERISA, as amended from time to time, except to the
extent necessary to conform the Plan and Trust to the requirements of any
applicable future legislation, regulation or other rule of law.

          14.4 Employment Rights. This Plan shall not be construed to create a
contract of employment between an Employer and any Participant, to create a
right in any Participant to be


                                       32

<PAGE>



continued in employment, or to limit an Employer's right to discharge any
Participant with or without cause.

          14.5 Company and Employer Liability. Neither the Company nor any other
Employer guarantees in any manner that the Trust will not sustain losses, that
Trust assets will not depreciate or that the value of the Trust may not
otherwise be reduced.


                                   ARTICLE 15
                             PARTICIPATING EMPLOYERS

          15.1 Adoption By Other Employers. Notwithstanding anything herein to
the contrary, with the consent of the Company, any other corporation or entity,
whether an Affiliate or not, may adopt this Plan and all of the provisions
hereof, and participate herein and be known as a Participating Employer, by a
properly executed separate document or by executing this document evidencing
said intent and will of such Participating Employer.

          15.2 Requirements of Participating Employers.

          (a) Each such Participating Employer shall be required to use the same
Trustee as provided in this Plan.

          (b) The Trustee may, but shall not be required to, commingle, hold and
invest as one Trust all contributions made by the Company and Participating
Employers, as well as all increments thereof.

          (c) The transfer of any Participant from or to an Employer
participating in this Plan, whether he be an Employee of the Company or a
Participating Employer, shall not affect such Participant's rights under the
Plan, and all amounts credited to such Participant's Account as well as his
accumulated service time with the transferor or predecessor, and his length of
participation in the Plan, shall continue to his credit.

          (d) All rights and values forfeited by termination of employment shall
inure only to the benefit of the Employee-Participants of the Participating
Employer by which the forfeiting Participant was employed, except if the
forfeiture is for an Employee whose Employer is a member of an affiliated or
controlled group, then said forfeiture shall be allocated, based on Compensation
to all Participant's Accounts or Participating Employer who are members of the
affiliated or controlled group. Should an Employee of one ("First") Employer be
transferred to an associated ("Second") Employer (the Employer, an affiliate or
subsidiary), such transfer shall not cause his Account balance (generated while
an Employee of "First" Employer) in any manner or by any amount to be forfeited.
Such Employee's Participant Account balance for all purposes of the Plan,
including length of service, shall be considered as though he had always been
employed by the "Second" Employer and as such had received contributions,
forfeitures, earnings or losses, and appreciation or depreciation in value of
assets totaling amount so transferred.


                                       33

<PAGE>



          (e) Any expenses of the Trust which are to be paid by the Employer or
borne by the Trust shall be paid by each Participating Employer in the same
proportion that the total amount standing to the credit of all Participants
employed by such Employer bears to the total amount standing to the credit of
all Participants.

          15.3 Designation of Agent. Each Participating Employer shall be deemed
to be a part of this Plan; provided, however, that with respect to all of its
relations with the Trustee and Administrator for the purpose of this Plan, each
Participating Employer shall be deemed to have designated irrevocably the
Company as its agent. Unless the context of the Plan clearly indicates the
contrary, the word "Employer" shall be deemed to include each Participating
Employer as related to its adoption of the Plan.

          15.4 Employee Transfers. It is anticipated that an Employee may be
transferred between Participating Employers, and in the event of any such
transfer, the Employee involved shall carry with him his accumulated service and
eligibility. No such transfer shall effect a termination of employment
hereunder, and the Participating Employer to which the Employee is transferred
shall thereupon become obligated hereunder with respect to such Employee in the
same manner as was the Participating Employer from whom the Employee was
transferred.

          15.5 Participating Employer's Contribution. All contributions made by
a Participating Employer, as provided for in this Plan, shall be determined
separately by each Participating Employer, and shall be paid to and held by the
Trustee for the exclusive benefit of the Employees of such Participating
Employer and the beneficiaries of such Employees, subject to all the terms and
conditions of this Plan. Any forfeiture by an Employee of a Participating
Employer subject to allocation during each Plan Year shall be allocated only for
the exclusive benefit of the Participants of such Participating Employer in
accordance with the provisions of this Plan. On the basis of the information
furnished by the Administrator, the Trustee shall keep separate books and
records concerning the affairs of each Participating Employer hereunder and as
to the accounts and credits of the Employees of each Participating Employer. The
Trustee may, but need not, register contracts so as to evidence that a
particular Participating Employer is the interested Employer hereunder, but in
the event of an Employee transfer from one Participating Employer to another,
the employing Employer shall immediately notify the Trustee thereof.

          15.6 Discontinuance of Participation. Any Participating Employer shall
be permitted to discontinue or revoke its participation in the Plan. At the time
of any such discontinuance or revocation, satisfactory evidence thereof and of
any applicable conditions imposed shall be delivered to the Trustee. The Trustee
shall thereafter transfer, deliver and assign contracts and other Trust assets
allocable to the Participants of such Participating Employer to such new Trustee
as shall have been designated by such Participating Employer, in the event that
it has established a separate pension plan for its Employees. If no successor is
designated, the Trustee shall retain such assets for the employees of said
Participating Employer. In no such event shall any part of the corpus or income
of the Trust as it relates to such Participating Employer be used for or
diverted for purposes other than for the exclusive benefit of the Employees of
such Participating Employer.



                                       34

<PAGE>



          15.7 Administrator's Authority. The Administrator shall have authority
to make any and all necessary rules or regulations, binding upon all
Participating Employers and all Participants, to effectuate the purpose of this
Article.

          15.8 Participating Employer Contribution For Affiliate. If any
Participating Employer is prevented in whole or in part from making a
contribution to the Trust which it would otherwise have made under the Plan by
reason of having no current or accumulated earnings or profits, or because such
earnings or profits are less than the contribution which it would otherwise have
made, then, pursuant to Code Section 404(a)(3)(B), so much of the contribution
which such Participating Employer was so prevented from making may be made, for
the benefit of the participating employees of such Participating Employer, by
the other Participating Employers who are members of the same affiliated group
within the meaning of Code Section 1504 to the extent of their current or
accumulated earnings or profits, except that such contribution by each such
other Participating Employer shall be limited to the proportion of its total
accumulated earnings or profits remaining after adjustment for its contribution
of the Plan made without regard to this paragraph which the total prevented
contribution bears to the current and accumulated earning or profits of all the
Participating Employers remaining after adjustment for all contributions made to
the Plan, without regard to this paragraph.

          A Participating Employer on behalf of whose employees a contribution
is made under this paragraph shall not reimburse the contributing Participating
Employers.


                                   ARTICLE 16
                                   TERMINATION

          16.1 Event of Termination. The Company alone reserves the right to
terminate the Plan and Trust by giving written notice to the Trustee at any
time, in which event there shall be no Employer duty to make contributions to
the Trust for the year in which such notice is given. A permanent discontinuance
of Employer contributions shall constitute a termination of the Plan as to the
Employees of the Employer. However, the Employer reserves the right to suspend
its contribution for any year, without terminating the Plan, by providing
written notice to the Trustee not less than thirty days prior to the beginning
of such year.

          16.2 Effect of Termination. Upon the termination or partial
termination of the Plan and Trust, each Participant affected by such termination
or partial termination or his beneficiary or beneficiaries, as to the case may
be, shall be entitled to 100% of his account, determined on the termination date
as if it were a Valuation Date. Distribution, in the event of a termination or
partial termination of the Plan, shall be made by the Trustee in one sum or in
substantially equal installments during a period not exceeding one year
following such termination. In the case of complete termination, when all Trust
assets have been distributed, the Trustee shall be discharged, but the Trust
shall nevertheless continue as a legal entity during the period for the purpose
of distributing all property to the persons entitled thereto.



                                       35

<PAGE>



                                   ARTICLE 17
                      TRANSFERS, MERGERS AND CONSOLIDATIONS

          The Plan may not merge or consolidate with, or transfer its assets or
liabilities to, any other plan unless each Participant would (if the Plan then
terminated) receive a benefit immediately after the merger, consolidation or
transfer which is equal to or greater than the benefit he would have been
entitled to receive immediately before the merger, consolidation or transfer (if
the Plan had then terminated).


                                   ARTICLE 18
                                   SUCCESSORS

          This Plan shall be binding upon all persons entitled to distributions
hereunder, their respective heirs, next-of-kin and legal representatives; and
upon the Employer, its successors and assigns.


                                   ARTICLE 19
                           INTERPRETATION OF AGREEMENT

          19.1 Interpretation of Plan. The Administrator may, from time to time,
adopt resolutions for carrying out the purposes of the Plan. All questions of
interpretation of the Plan, or amendments thereto, or the resolutions pertaining
thereto, or relating to any matter of accounting, values, profits or any other
matters or differences which may arise, shall be determined solely by the
Administrator, and except as otherwise provided in Section 14.1, the decisions
of the Administrator shall be final and conclusive upon all Participants and
their beneficiaries hereunder.

          19.2 Forms. The Administrator may prescribe or provide for appropriate
forms to be used by Participants of the Plan.

          19.3 Applicable Law. Since the Company's principal office and the
Administrator's domicile are in the State of Indiana and since it is
contemplated that the situs of administration of the Plan will continue in such
State, all rights under the Plan shall be governed, construed and administered
in accordance with the laws of the State of Indiana to the extent such law is
not superseded by ERISA.



                                       36

<PAGE>




          IN WITNESS WHEREOF, Conseco Services, L.L.C. has caused this
instrument to be signed by its duly authorized officers on its behalf this
15th day of November, 1999.

                                         CONSECO SERVICES, L.L.C.



                                         By: /s/ Thomas J. Kilian
                                             ---------------------------
                                             Thomas J. Kilian, President





                                       37

<PAGE>



                                   APPENDIX I

                              TOP-HEAVY PROVISIONS



     (I) Top-Heavy Provisions. If the Plan is or becomes a Top-Heavy Plan in any
Plan Year, the provisions of this Appendix I will supersede any conflicting
provisions in the Plan.

     (II) Definitions of Terms. For purposes of this Appendix I, the following
words and terms shall have the respective meanings hereinafter set forth unless
a different meaning is clearly required by context.

          (a) Determination Date. For any Plan Year subsequent to the first Plan
Year, the last day of the preceding Plan Year. For the first Plan Year of the
Plan, the last day of that year.

          (b) Determination Period. The Plan Year containing the Determination
Date and the four preceding Plan Years.

          (c) Key Employee. Any Employee or former Employee (and the
Beneficiaries of such Employee) who at any time during the Determination Period
was:

               (1) An officer of the Employer or its Affiliates whose annual
Compensation is greater than 50% of the amount in effect under Code Section
415(b)(1)(A) for such Plan Year; provided, however, that no more than the lesser
of:

                    (A) fifty (50) Employees, or

                    (B) the greater of (i) three (3) Employees or (ii) 10% of
all Employees, shall be treated as officers, and such officers shall be those
with the highest annual Compensation in the five-year period.

               (2) An owner (or considered an owner under Code Section 318 of
one (1) of the ten (10) largest interests in the Employer if such individual's
Compensation exceeds the dollar limitation under Section 415(c)(1)(A) of the
Internal Revenue Code (if two (2) Employees have the same interest in the
Employer, the Employee having greater annual Compensation shall be treated as
having a larger interest);

               (3) A 5% owner of the Employer; or

               (4) A 1% owner of the Employer who has an annual Compensation of
more than $150,000.



                                       38

<PAGE>



               The determination of who is a Key Employee will be made in
accordance with Section 416(i)(1) of the Internal Revenue Code and the
regulations thereunder.

          (d) Non-Key Employee. An Employee who is not a Key Employee.

          (e) Permissive Aggregation Group. The Required Aggregation Group of
plans plus any other plan or plans of the Employer which, when considered as a
group with the Required Aggregation Group, would continue to satisfy the
requirements of Sections 401(a)(4) and 410 of the Internal Revenue Code.

          (f) Present Value of Accrued Benefits. Present Value of Accrued
Benefits shall be based on the interest and mortality rates specified in the
defined benefit plan for determining the top-heavy status of the Plan. If the
defined benefit plan does not specifically provide for this determination, the
Present Value of Accrued Benefits shall be based on 5% interest per annum and,
on the 1984 Unisex Pension mortality tables.

          (g) Required Aggregation Group.

               (1) Each Qualified Plan of the Employer in which at least one Key
Employee participates; and

               (2) Any other Qualified Plan of the Employer which enables a plan
described in (1) to meet the requirements of Code Sections 401(a) and 410.

          (h) Super Top-Heavy Plan. This Plan is a Super Top-Heavy Plan if any
of the following conditions exists:

               (1) If the Top-Heavy Ratio for this Plan exceeds 90% and this
Plan is not part of any Required Aggregation Group or Permissive Aggregation
Group of plans;

               (2) If this Plan is a part of a Required Aggregation Group of
plans (but which is not part of any Permissive Aggregation Group) and the
Top-Heavy Ratio for the group of plans exceeds 90%; or

               (3) If this Plan is a part of a Required Aggregation Group of
plans and part of a Permissive Aggregation Group and the Top-Heavy ratio for the
Permissive Aggregation Group exceeds 90%.

          (i) Top-Heavy Plan. This Plan is a Top Heavy Plan if any of the
following conditions exist:

               (1) If the Top-Heavy Ratio for this Plan exceeds 60% and this
Plan is not part of any Required Aggregation of Group or Permissive Aggregation
Group of plans;



                                       39

<PAGE>



               (2) If this Plan is a part of a Required Aggregation Group of
plans (but which is not part of a Permissive Aggregation Group) and the
Top-Heavy Ratio for the group of plans exceeds 60%; or

               (3) If this Plan is a part of a Required Aggregation Group of
plans and part of a Permissive Aggregation Group and the Top-Heavy Ratio for the
Permissive Aggregation Group exceeds 60%.

          (j) Top-Heavy Ratio:

               (1) If the Employer maintains one (1) or more defined
contribution plans (including any Simplified Employee Pension Plan) and the
Employer has never maintained any defined benefit plan which has covered or
could cover a Participant in this Plan, the Top-Heavy Ratio is a fraction, the
numerator of which is the sum of the Accounts of all Key Employees as of the
Determination Date (including any part of any account distributed in the
five-year period ending on the Determination Date and any amount distributed in
the five-year period ending on the Determination Date from a terminated plan
which, if it has not been terminated, would have been part of a Required
Aggregation Group), and the denominator of which is the sum of all Accounts
(including any part of any Account distributed in the five-year period ending on
the Determination Date) of all Participants as of the Determination Date.
However, if an individual has not been an Employee with respect to the Plan and
has not performed services for the Employer during the five-year period ending
on the Determination Date, the Account of that individual shall be disregarded.
Both the numerator and denominator of the Top-Heavy Ratio are adjusted to
reflect any contribution which is due but unpaid as of the Determination Date.

               (2) If the Employer maintains one (1) or more defined
contribution plans (including any Simplified Employee Pension Plan) and the
Employer maintains or has maintained one (1) or more defined benefit plans which
have covered or could cover a Participant in this Plan, the Top-Heavy Ratio is a
fraction, the numerator of which is the sum of accounts under the defined
contribution plans for all Key Employees and the Present Value of Accrued
Benefits under the defined benefit plans for all Key Employees, and the
denominator of which is the sum of the accounts under the defined contribution
plans for all Participants and the Present Value of Accrued Benefits under the
defined benefit plans for all Participants. Both the numerator and denominator
of the Top-Heavy Ratio are adjusted for any distribution of an Account or an
Accrued Benefit made in the five-year period ending on the Determination Date
and any contribution due but unpaid as of the Determination Date, and any amount
distributed in the five-year period ending on the Determination Date from a
terminated plan which, if it had not been terminated, would have been part of a
Required Aggregation Group. However, if an individual has not been an Employee
with respect to the Plan and has not performed services for the Employer during
the five-year period ending on the Determination Date, the Account and the
Accrued Benefit of that individual shall be disregarded.

               (3) For purposes of (1) and (2) above, the value of Accounts and
the Present Value of Accrued Benefits will be determined as of the most recent
Valuation Date that falls


                                       40

<PAGE>



within or ends with the twelve-month period ending on the Determination Date.
The Accounts and Accrued Benefits of a Participant who is not a Key Employee but
who was a Key Employee in a prior year will be disregarded. The calculation of
the Top-Heavy Ratio, and the extent to which Distributions, Rollovers, and
Transfers are taken into account will be made in accordance with Code Section
416 and the regulations thereunder. Deductible Employee Contributions will not
be taken into account for purposes of computing the Top-Heavy Ratio. When
aggregating plans, the value of Accounts and Present Value of Accrued Benefits
will be calculated with reference to the Determination Dates that fall within
the same calendar year.

     (III) Minimum Vesting Schedule. For any Plan Year in which this is a
Top-Heavy Plan, the following vesting schedule shall apply:
<TABLE>
<CAPTION>

                       Years of                             Vested Percentage
                       Service                              (Nonforfeitable)
                       -------                              ----------------
                       <S>                                        <C>

                       0-1                                          0%
                       2                                           20%
                       3                                           40%
                       4                                           60%
                       5                                           80%
                       6 or more                                  100%
</TABLE>

          The minimum vesting schedule applies to all accounts within the
meaning of Code Section 411(a)(7) except those attributable to Employee
contributions, including allocations credited before the Effective Date of Code
Section 416 and allocations credited before the Plan became a Top-Heavy Plan.
Further, no reduction in vested Accounts may occur in the event the Plan's
status as a Top-Heavy Plan changes for any Plan Year. However, this section does
not apply to the Account of any Employee who does not have an Hour-of-Service
after the Plan has initially become a Top-Heavy Plan and such Employee's Account
attributable to Employer contributions will be determined without regard to this
section.

          If the vesting schedule under the Plan shifts in or out of the above
schedule for any Plan Year because of a change in Top-Heavy Plan status, such
shift is an amendment to the vesting schedule and the election below applies:

          (a) If the vesting schedule under this Plan is amended, each
Participant who has completed at least three (3) years of Credited Service may
elect, during the election period specified in Section III(b), to have the
vested percentage of his or her Account determined without regard to such
amendment.

          (b) For the purpose of Section III(a), the election period shall begin
as of the date on which the amendment changing the vesting schedule is adopted,
and shall end on the latest of the following dates:



                                       41

<PAGE>




               (1) The date occurring sixty (60) days after the Plan amendment
is adopted; or

               (2) The date which is sixty (60) days after the day on which the
Plan amendment becomes effective; or

               (3) The date which is sixty (60) days after the day the
Participant is issued written notice of the Plan amendment by the Administrator;
or

               (4) Such later date as may be specified by the Administrator.

          The election provided for in this Section III shall be made in writing
and shall be irrevocable when made.

          For the purposes of Section III and IV, years of Credited Service
shall not include:

          (a) years of Credited Service before age eighteen (18); or

          (b) years of Credited Service during which the Employer did not
maintain the Plan or a predecessor plan.

     (IV) Change in Top-Heavy Status. If the Plan becomes a Top-Heavy Plan and
subsequently ceases to be a Top-Heavy Plan, the vesting schedule in Section III
shall continue to apply in determining the vested percentage of any Participant
who had at least three (3) years of Credited Service as of the last day of the
last Plan Year during which the Plan is a Top-Heavy Plan.

     For Participants with less than three (3) years of Credited Service, the
schedule in Section III shall apply only to their Accounts as of the last day of
the last Plan Year during which the Plan is a Top-Heavy Plan.

     (V) Compensation Limitation. The term Compensation for purposes of
determining the minimum benefit pursuant to Section (VII) of this Appendix I
shall be defined as provided in Section 6.1(c) of the Plan. All other references
to Compensation in this Appendix I shall refer to Compensation as defined in
Section 2.1(g) of the Plan.

     (VI) Impact on Maximum Benefits. For any year in which the Plan is a
Top-Heavy Plan, Article 6 items (b) (1) and (2) shall be read by substituting
the number "100" for the number "125" wherever it appears therein except such
substitution shall not have the effect of reducing any benefit accrued under a
defined benefit plan prior to the first day of the Plan Year in which this
provision becomes applicable.



                                       42

<PAGE>



     (VII) Maximum Benefit Exception. Notwithstanding anything herein to the
contrary, in any Plan Year in which a Non-Key Employee is a Participant in a
Plan that is Top-Heavy, the minimum contribution benefit shall be 3% of
Compensation.

     (VIII) Nonduplication of Top-Heavy Minimum Benefits. Notwithstanding
anything herein to the contrary, in any Plan Year in which a Non-Key Employee is
a Participant in both this Plan and a defined benefit plan, and both such plans
are Top-Heavy Plans, the Employer shall not be required to provide a Non-Key
Employee with both the full separate minimum defined contribution plan
allocations and the full separate defined benefit plan benefit.

          The minimum allocation when a Participant is covered by another
qualified plan shall be as follows:

          (1) If the Employer maintains one or more other defined contribution
plans covering Employees who are Participants in this Plan, the minimum
allocation shall be provided under this Plan unless such other defined
contribution plans make explicit reference to this Plan and provide that the
minimum allocation shall not be provided under this Plan.

          (2) If the Employer maintains one or more defined benefit plans
covering employees who are Participants in this Plan, and such defined benefit
plan(s) provide that Employees who are Participants therein shall accrue the
minimum benefit applicable to top-heavy defined benefit plans notwithstanding
their participation in this Plan (making explicit reference to this Plan), then
the minimum benefit shall be provided under such defined benefit plan(s).

          (3) If the Employer maintains one or more defined benefit plans
covering Employees who are Participants in this Plan, and the provisions of
paragraph (2) do not apply, then each Participant who is not a Key Employee and
who is covered by such defined benefit plan(s) shall receive a minimum
allocation of 5%.


                                       43

<PAGE>



                                   APPENDIX II

                      MERGER OF ICH SAVINGS INVESTMENT PLAN

     1. Purpose. In 1992, the Company acquired Bankers Life & Casualty Company
("Bankers"). In connection with the purchase of Bankers, a portion of the ICH
Savings Investment Plan, (the "ICH Plan") was merged into the BankerSave Plan
which was subsequently merged into the Plan ("Merger"). It is the purpose of
this Appendix to document the protected benefits resulting from the merger into
the BankersSave Plan of a portion of the ICH Plan.

     2. Transfer and Merger of ICH Plan Accounts. Effective as of the Merger (i)
a "Before-Tax Deposit Account" was established for each former ICH employee's
elective deferral contributions credited to his Participant's account under the
ICH Plan; (ii) an "ICH Employer Matching Contribution Account" was established
for each former ICH employee's employer matching contributions credited to his
Participant's account under the ICH Plan; (iii) an "ICH Rollover Account" was
established for each former ICH employee's rollover contributions credited to
his Participant's account under the ICH Plan; (iv) a "Pre-1987 After-Tax Deposit
Account" was established for each former ICH employee's after-tax contributions
made prior to January 1, 1987 credited to his Participant's account under the
ICH Plan; and (v) a "Post-1986 After-Tax Deposit Account" was established for
each former ICH employee's after-tax contributions made on or after January 1,
1987 credited his Participant's account under the ICH Plan. All amounts held in
Before-Tax Deposit, After-Tax Deposit and Rollover Accounts for former ICH
employees were 100% nonforfeitable and are subject to the provisions of the Plan
including the investment transfer provisions of Section 7.4 (except insofar as
they conflict with paragraph 4 below) and to the provisions of paragraph 4
below. All amounts held in the ICH Employer Matching Contribution Account for
former ICH employees will vest in accordance with the following schedule and
will be subject to the provisions of the Plan including the investment transfer
provisions of Section 7.4 (except insofar as they conflict with paragraph 3
below) and to the provisions of paragraphs below:
<TABLE>
<CAPTION>

         Completed Years of                              Vested
          Credited Service                             Percentage
          ----------------                             ----------
         <S>                                              <C>
         Less than 1 year                                   0%
         1 year but less than 2                            20%
         2 years but less than 3                           40%
         3 years but less than 4                           60%
         4 years but less than 5                           80%
         After 5 or more years                            100%
</TABLE>

     3. ICH Rollover Account Withdrawals. Notwithstanding any other provision in
the Plan to the contrary, this section shall allow employees who have an ICH
Rollover Account to the withdrawals from the ICH Rollover Account, at any time,
in accordance with the procedures and rules established by the Administrator,
but not more often than once in any calendar quarter. Payment shall be made to
the Participant as soon as practicable following the date the request is filed
with the Administrator. The minimum withdrawal shall not exceed the total amount
available under


                                       44

<PAGE>



this paragraph 3. Withdrawals under this paragraph 3 shall be charged against
the value of the withdrawing Participant's sub-account in each of the Investment
Funds proportionally.

     4. Loans. Notwithstanding anything in Section 9.5 of the Plan to the
contrary, this section shall allow employees who have ICH Employer Matching
Contribution Accounts to request a loan from their ICH Employer Matching
Contribution Account at any time in accordance with the procedures and rules
established by the Administrator. The minimum loan amount is $1,000. The amount
of any loan from the Plan shall be made as soon as administratively practicable
following the date the request is filed with the Administrator. Loan payments
shall be made in accordance with the procedures and rules established by the
Trustees.



                                       45

<PAGE>



                                  APPENDIX III

                    MERGER OF INDEPENDENT PROCESSING SERVICES
                             SAVINGS INVESTMENT PLAN


     1. Purpose. Effective August 2, 1996, the Company acquired Independent
Processing Services, Inc. ("IPS"). Effective on or as soon as administratively
feasible following October 9, 1996 (the "Merger Date"), the Independent
Processing Services Savings Investment Plan (the "IPS Plan"), as last amended
and restated effective July 1, 1996, is hereby merged into this Plan. Certain of
the individuals who are employees of IPS on August 30, 1996 ("IPS Employees")
will become Employees eligible to participate in the Plan on September 3, 1996.
It is the purpose of this Appendix to provide for the merger into this Plan of
the IPS Plan effective as of the Merger Date, and the participation in the Plan
of the IPS Employees effective as of September 3, 1996.

     2. Participation in the Plan. Each IPS Employee who was a participant in
the IPS Plan on August 30, 1996 who becomes an Employee on September 3, 1996
will become eligible to participate in the Plan on September 3, 1996.

     3. Transfer and Merger of IPS Plan Assets. Effective as of the Merger Date
(i) a "Before-Tax Deposit Account" will be established for each IPS Employee's
Elective Deferral Contributions, Non-Elective Contributions, Rollover
Contributions and Employer Matching Contributions credited to his Participant's
account under the IPS Plan;(ii) a "Pre-1987 After-Tax Deposit Account" for each
IPS Employee's pre-1987 Employee Contributions credited to his Participant's
account under the IPS Plan, and (iii) a "Post-1986 After-Tax Deposit Account"
for each IPS Employee's post-1986 Employee Contributions credited to his
Participant's account under the IPS Plan. All amounts held in Before-Tax Deposit
and After-Tax Deposit Accounts for IPS Employees will be 100% nonforfeitable and
will be subject to the provisions of the Plan (except insofar as they conflict
with paragraph 4 below) and to the provisions of paragraph 4 below.

     4. Optional Forms of Distribution. Notwithstanding any other provision in
the Plan to the contrary, the following forms of distribution shall be available
to IPS Employees in addition to the form of distribution provided in Section
10.7 of the Plan.

          (a) The optional forms of retirement benefit shall be (i) in lump sum;
or (ii) in installments over a period not to exceed the life expectancy of the
Participant or the joint and last survivor life expectancy of the Participant
and his designated beneficiary, provided that each installment payment must be
at least $500; or (iii) for IPS Employees who were formerly Lamar Financial
Group, Inc. employees only, applied to the purchase of any annuity contract
requested by the Participant and approved by the Administrator provided that
such annuity is available from an appropriate insurance company at commercially
reasonable rates.

          (b) The optional forms of death benefit are a single-sum payment, and
installment payouts over a period not to exceed the life expectancy of the
beneficiary, provided that each


                                       46

<PAGE>



installment payment must be at least $500, and, for IPS Employees who were
formerly Lamar Financial Group, Inc. employees, any annuity that is an optional
form of retirement benefit.

          (c) This paragraph applies only to IPS Employees who were formerly
Lamar Financial Group, Inc. employees. If a married Participant selects an
annuity, the annuity shall be in the form of a qualified joint and survivor
annuity (as defined in Code Section 417) unless the Participant selects another
form of annuity and the Participant's spouse consents to such alternate form and
such consent is witnessed by a notary public.

                                   APPENDIX IV

                    MERGER OF STATESMAN SAVINGS PLAN (401(K))


     1. Purpose. Effective October 1, 1996, the Company acquired American Life
Holdings, Inc. ("American Life"). Effective on or as soon as administratively
feasible following November 8, 1996 (the "Merger Date"), the Statesman Savings
Plan (401(k))(the "American Life Plan"), as last amended and restated effective
April 1, 1995, was merged into this Plan. Certain of the individuals who are
employees of American Life on December 31, 1996 ("American Life Employees")
became Employees eligible to participate in the Plan on January 1, 1997. It is
the purpose of this Appendix to document the merger into this Plan of the
American Life Plan effective as soon as administratively feasible following the
Merger Date, and the participation in the Plan of the American Life Employees
effective as of January 1, 1997.

     2. Participation in the Plan. Each American Life Employee who was a
participant in the American Life Plan on December 31, 1996 became an Employee on
January 1, 1997 and became eligible to participate in the Plan on January 1,
1997.

     3. Transfer and Merger of American Life Accounts. Effective as of the
Merger Date, all funds previously held on behalf of an American Life Employee
under the American Life Plan were transferred to a Before-Tax Deposit Account.
All amounts held in the Before-Tax Deposit Accounts for American Life Employees
will be 100% nonforfeitable and will be subject to the provisions of the Plan.



                                       47

<PAGE>



                                   APPENDIX V

                       MERGER OF TRANSPORT HOLDINGS, INC.
                                   401(k) PLAN


     1. Purpose. Effective December 23, 1996, the Company acquired Transport
Holdings, Inc. Effective on or as soon as administratively feasible following
May 20, 1997 (the "Merger Date"), the Transport Holdings, Inc. 401(k) Plan, as
established October 6, 1995, (the "Transport Plan") is hereby merged into this
Plan. Certain of the individuals who are employees of Transport Holdings, Inc.
on April 4, 1997 ("Transport Employees") will become Employees eligible to
participate in the Plan on April 7, 1997. It is the purpose of this Appendix to
provide for the merger into this Plan of the Transport Plan effective as of the
Merger Date, and the participation in the Plan of the Transport Employees
effective as of April 7, 1997.

     2. Participation in the Plan. Each Transport Employee who was a participant
in the Transport Plan on April 4, 1997 who becomes an Employee on April 7, 1997
will become eligible to participate in the Plan on April 7, 1997.

     3. Transfer and Merger of Transport Plan Accounts. Effective as of the
Merger Date, all funds previously held on behalf of a Transport Employee under
the Transport Plan will be transferred to a Before-Tax Deposit Account. All
amounts held in the Before-Tax Deposit Accounts for Transport Employees will be
100% nonforfeitable and will be subject to the provisions of the Plan (except
insofar as they conflict with paragraph 4 below) and to the provisions of
paragraph 4 below.

     4. Distributions. Notwithstanding any other provisions in the Plan to the
contrary, a Transport Employee who is eligible to receive distribution of his
Account pursuant to Sections 10.1 through 10.4 of the Plan whose vested Account
is or ever was in excess of $5,000, may elect, in addition to the options set
forth in Section 10.7 of the Plan, and subject to the provisions of Section 10.7
of the Plan, in accordance with such rules as the Administrator may prescribe,
to receive his Account in the form of substantially equal quarterly or annual
installments; provided that each installment payment must be at least $500.




                                       48

<PAGE>



                                   APPENDIX VI

                      MERGER OF CAPITOL AMERICAN FINANCIAL
                           CORPORATION INVESTMENT PLAN


     1. Purpose. Effective March 4, 1997, the Company acquired Capitol American
Financial Corporation. Effective on or as soon as practicable following July 1,
1997 (the "Merger Date"), the Capitol American Financial Corporation Investment
Plan, as last amended and restated on December 29, 1994 (the "Capitol Plan") is
hereby merged into this Plan. Certain of the individuals who are employees of
Capitol American Financial Corporation immediately prior to the Merger Date
("Capitol Employees") will become Employees eligible to participate in the Plan
on the Merger Date. It is the purpose of this Appendix to provide for the merger
into this Plan of the Capitol Plan, and the participation in the Plan of the
Capitol Employees, both effective as of the Merger Date.

     2. Participation in the Plan. Each Capitol Employee who is a participant in
the Capitol Plan on May 23, 1997 who becomes an Employee on May 27, 1997 will
become eligible to participate in the Plan on May 27, 1997.

     3. Transfer and Merger of Capitol Plan Accounts. Effective as of the Merger
Date, all funds previously held on behalf of a Capitol Employee under the
Capitol Plan will be transferred to a Before-Tax Deposit Account. All amounts
held in the Before-Tax Deposit Accounts for Capitol Employees will be 100%
nonforfeitable and will be subject to the provisions of the Plan (except insofar
as they conflict with paragraph 4 below) and to the provisions of paragraph 4
below.

     4. Optional Forms of Distribution. Notwithstanding any other provision in
the Plan to the contrary, this section shall only apply to distributions to
Capitol Employees who have become Participants hereunder as of the Merger Date.

          (a) The optional forms of retirement benefit shall be (i) in a lump
sum; (ii) in installment payments over a period not to exceed the life
expectancy of the Participant or the joint and last survivor life expectancy of
the Participant and his designated beneficiary, provided that each installment
must be at least $500; or (iii) applied to the purchase of any annuity contract
requested by the Participant and approved by the Administrator provided that
such annuity is available from an appropriate insurance company at commercially
reasonable rates.

          (b) The optional forms of death benefit are a single-sum payment,
installment payouts over a period not to exceed the life expectancy of the
beneficiary, provided that each installment must be at least $500, and any
annuity that is an optional form of retirement benefit.

          (c) If a married Participant selects an annuity, the annuity shall be
in the form of a qualified joint and survivor annuity (as defined in Code
Section 417) unless the Participant selects


                                       49

<PAGE>



another form of annuity and the Participant's spouse consents to such alternate
form and such consent is witnessed by a notary public.


                                  APPENDIX VII

              MERGER OF AMERICAN TRAVELLERS LIFE INSURANCE COMPANY
                        RETIREMENT SAVINGS PLAN AND TRUST


     1. Purpose. Effective December 17, 1996, the Company acquired American
Travellers Life Insurance Company ("American Travellers"). Effective on or as
soon as administratively feasible following August 29, 1997 (the "Merger Date"),
the American Travellers Life Insurance Company Retirement Savings Plan and Trust
(the "American Travellers Plan"), as last amended and restated effective January
1, 1993, is hereby merged into this Plan. Certain of the individuals who are
employees of American Travellers on August 29, 1997 ("American Travellers
Employees") will become Employees eligible to participate in the Plan on
September 2, 1997. It is the purpose of this Appendix to provide for the merger
into this Plan of the American Travellers Plan effective as soon as
administratively feasible following the Merger Date, and the participation in
the Plan of the American Travellers Employees effective as of September 2, 1997.

     2. Participation in the Plan. Each American Travellers Employee who was a
participant in the American Travellers Plan on August 29, 1997 who becomes an
Employee on September 2, 1997 will become eligible to participate in the Plan on
September 2, 1997.

     3. Transfer and Merger of American Accounts. Effective as of the Merger
Date, all funds previously held on behalf of an American Travellers Employee
under the American Travellers Plan will be transferred to a Before-Tax Deposit
Account. All amounts held in the Before-Tax Deposit Accounts for American
Travellers Employees will be 100% nonforfeitable and will be subject to the
provisions of the Plan.




                                       50

<PAGE>



                                  APPENDIX VIII

                 TRANSFER OF INTRAMERICA LIFE INSURANCE COMPANY
                                EMPLOYEE ACCOUNTS


     1. Purpose. Effective September 30, 1997 the Company acquired certain
operations of Intramerica Life Insurance Company. Effective on or as soon as
practicable following October 1, 1997 (the "Transfer Date"), the accounts
currently held under the Colonial Penn Group Savings Plan ("CPG Plan") of
certain individuals who were employees of Intramerica Life Insurance Company on
September 30, 1997 who became employees of Conseco Services, L.L.C. on October
1, 1997 ("Intramerica Employees") will be transferred to this Plan. The
Intramerica Employees will become Employees eligible to participate in the Plan
on the Transfer Date. It is the purpose of this Appendix to provide for the
transfer to this Plan of the Intramerica Employee's accounts in the CPG Plan,
and the participation in the Plan of the Intramerica Employees, both effective
as of the Transfer Date.

     2. Participation in the Plan. Each Intramerica Employee who is a
participant in the CPG Plan on September 30, 1997 who becomes an Employee on
October 1, 1997 will become eligible to participate in the Plan on October 1,
1997.

     3. Transfer of the Intramerica Employees Accounts. Effective as of the
Transfer Date: (i) a "Before-Tax Deposit Account" will be established for each
Intramerica Employee's elective deferral contributions credited to his
Participant's account under the CPG Plan; (ii) a "CPG Employer Matching
Contribution Account" will be established for each Intramerica Employee's
employer matching contributions credited to his Participant's account under the
CPG Plan;(iii) a "CPG Rollover Account" will be established for each Intramerica
Employee's rollover contributions credited to his Participant's account under
the CPG Plan;(iv) a "Pre-1987 After-Tax Deposit Account" for each Intramerica
Employee's after-tax contributions made prior to January 1, 1987 credited to his
Participant's account under the CPG Plan; and (v) a "Post-1986 After-Tax Deposit
Account" for each Intramerica Employee's after-tax contributions made on or
after January 1, 1987 credited to his Participant's account under the CPG Plan.
All amounts held in Before-Tax Deposit, After-Tax Deposit, CPG Rollover and CPG
Employer Matching Contribution Accounts for Intramerica Employees will be 100%
nonforfeitable and will be subject to the provisions of the Plan including the
investment transfer provisions of Section 7.4 (except insofar as they conflict
with paragraphs 4 through 6 below) and to the provisions of paragraphs 4 through
6 below.

     4. Optional Forms of Distribution. Notwithstanding any other provision in
the Plan to the contrary, this section shall only apply to distributions to
Intramerica Employees who have become Participants hereunder as of the Transfer
Date.

          (a) The optional forms of retirement benefit shall be (i) in a lump
sum; (ii) in quarterly or annual installment payments over a period not to
exceed nine years and eleven months, provided that each installment must be at
least $500; or (iii) applied to the purchase of any annuity


                                       51

<PAGE>



contract requested by the Participant and approved by the Administrator provided
that such annuity is available from an appropriate insurance company at
commercially reasonable rates.

          (b) The optional forms of death benefit are a single-sum payment,
installment payouts over a period not to exceed nine years and eleven months,
provided that each installment must be at least $500, and any annuity that is an
optional form of retirement benefit.

          (c) If a married Participant selects an annuity, the annuity shall be
in the form of a qualified joint and survivor annuity (as defined in Code
Section 417) unless the Participant selects another form of annuity and the
Participant's spouse consents to such alternate form and such consent is
witnessed by a notary public.

     5. CPG Matching Employer Contribution Account Withdrawals. Notwithstanding
any other provision in the Plan to the contrary, this section shall allow
Intramerica Employees who have become Participants hereunder as of the Transfer
Date to take withdrawals from their CPG Employer Matching Contribution Account
at any time, in accordance with the procedures and rules established by the
Administrator, but not more often than once in any calendar quarter. Payment
shall be made to the Participant as soon as practicable following the date the
request is submitted to the Administrator. An eligible Participant's entire CPG
Matching Employer Contribution Account will be available for withdrawal pursuant
to the provisions of this paragraph if the Participant has been employed by the
Company or its predecessors for five or more years, otherwise, that portion of
the eligible Participant's CPG Matching Employer Contribution Account which was
not credited to the Participant's CPG Matching Employer Contribution Account
within two years prior to the withdrawal will be available. Withdrawals under
this paragraph 5 shall be charged against the value of the withdrawing
Participant's sub-account in each of the Investment Funds proportionally.

     6. CPG Rollover Account Withdrawals. Notwithstanding any other provision in
the Plan to the contrary, this section shall allow Intramerica Employees who
have become Participants hereunder as of the Transfer Date to take withdrawals
from their CPG Rollover Account at any time, in accordance with the procedures
and rules established by the Administrator, but not more often than once in any
calendar quarter. Payment shall be made to the Participant as soon as
practicable following the date the request is submitted to the Administrator. An
eligible Participant's entire CPG Rollover Account will be available for
withdrawal pursuant to the provisions of this paragraph. Withdrawals under this
paragraph 6 shall be charged against the value of the withdrawing Participant's
sub-account in each of the Investment Funds proportionally.

     7. Loans. Notwithstanding anything in Section 9.5 of the Plan to the
contrary, repayment of loans outstanding on the Merger Date by Intramerica
Employees shall be returned to the Participant's subaccounts in the following
order:

          (a) Before-tax deposits and earnings;

          (b) Any available grandfathered employer contributions and earnings;



                                       52

<PAGE>



          (c) Rollover contributions and earnings;

          (d) Grandfathered rollover contributions and earnings;

          (e) Post-1986 after-tax contributions and earnings on all after-tax
contributions; and

          (f) Pre-1987 after-tax contributions.

                                   APPENDIX IX

                   MERGER OF CONTINENTAL FINANCIAL CORPORATION
                             401(k) RETIREMENT PLAN


     1. Purpose. Effective May 30, 1997, the Company acquired Pioneer Financial
Services, Inc. Effective on or as soon as administratively feasible following
December 31, 1997 (the "Merger Date"), the Continental Financial Corporation
401(k) Retirement Plan, as established October 1, 1989, (the "Continental Plan")
is hereby merged into this Plan. Certain of the individuals who are employees of
Continental Marketing Corporation of Illinois, Inc. on December 31, 1997
("Continental Employees") will become Employees eligible to participate in the
Plan on January 1, 1998. It is the purpose of this Appendix to provide for the
merger into this Plan of the Continental Plan effective as of the Merger Date,
and the participation in the Plan of the Continental Employees effective as of
January 1, 1998.

     2. Participation in the Plan. Each Continental Employee who was a
participant in the Continental Plan on December 31, 1997 who becomes an Employee
on January 1, 1998 will become eligible to participate in the Plan on January 1,
1998.

     3. Transfer and Merger of Continental Plan Accounts. Effective as of the
Merger Date, all funds previously held on behalf of a Continental Employee under
the Continental Plan will be transferred to a Before-Tax Deposit Account. All
amounts held in the Before-Tax Deposit Accounts for Continental Employees who
were Participants in the Continental Plan will be 100% nonforfeitable and will
be subject to the provisions of the Plan (except insofar as they conflict with
paragraph 4 below) and to the provisions of paragraph 4 below.

     4. Distributions. Notwithstanding any other provisions in the Plan to the
contrary, a Continental Employee who was a participant in the Continental Plan
and who is eligible to receive distribution of his Account pursuant to Sections
10.1 through 10.4 of the Plan whose vested Account is or ever was in excess of
$5,000, may elect, in addition to the options set forth in Section 10.7 of the
Plan, and subject to the provisions of Section 10.7 of the Plan, in accordance
with such rules as the Administrator may prescribe, to receive his Account in
the form of substantially equal monthly, quarterly, or annual installments,
provided that each installment must be at least $500.


                                       53

<PAGE>



                                   APPENDIX X

                   MERGER OF PIONEER FINANCIAL SERVICES, INC.
                    EMPLOYEE SAVINGS AND STOCK OWNERSHIP PLAN


     1. Purpose. Effective May 30, 1997, the Company acquired Pioneer Financial
Services, Inc. and certain of its subsidiaries. Effective on or as soon as
practicable following March 31, 1998 (the "Merger Date"), the Pioneer Financial
Services, Inc. Employee Savings and Stock Ownership Plan, as last amended and
restated effective April 1, 1990 (the "Pioneer Plan") is hereby merged into this
Plan. Effective January 1, 1998 all loans then outstanding under the Pioneer
Plan are hereby merged into this Plan. Certain of the individuals who are
employees of Pioneer Financial Services, Inc. or its affiliates on December 31,
1997 ("Pioneer Employees") will become Employees eligible to participate in the
Plan on January 1, 1998. It is the purpose of this Appendix to provide for the
merger into this Plan of the Pioneer Plan effective as of the Merger Date, and
the participation in the Plan of the Pioneer Employees effective January 1,
1998.

     2. Participation in the Plan. Each Pioneer Employee who is a participant in
the Pioneer Plan on December 31, 1997 who becomes an Employee on January 1, 1998
will become eligible to participate in the Plan on January 1, 1998.

     3. Transfer and Merger of Pioneer Plan Accounts. Effective as of the Merger
Date (i) a "Before-Tax Deposit Account" will be established for each Pioneer
Employee's elective deferral contributions credited to his Participant's account
under the Pioneer Plan; (ii) a "Rollover Account" will be established for each
Pioneer Employee's rollover contribution to his Participant's account under the
Pioneer Plan; (iii) an "Employer Contribution Account" for each Pioneer
Employee's employer matching contributions credited to his Participant's account
under the Pioneer Plan; (iv) a "Prior Plan Match Account" for each Pioneer
Employee's discretionary employer contributions credited to his Participant's
account under the Pioneer Plan; (v) a "Pre-1987 After-Tax Deposit Account" for
each Pioneer Employee's pre-1987 after-tax employee contributions credited to
his Participant's account under the Pioneer Plan; and (vi) a "Post-1986
After-Tax Deposit Account" for each Pioneer Employee's post-1986 after-tax
employee contributions credited to his Participant's account under the Pioneer
Plan. All amounts held in Before-Tax Deposit, Rollover and After-Tax Deposit
Accounts for Pioneer Employees will be 100% nonforfeitable and will be subject
to the provisions of the Plan (except insofar as they conflict with paragraphs 4
and 5 below) and to the provisions of paragraphs 4 and 5 below. Notwithstanding
anything in the Plan to the contrary, all amounts held in Prior Plan Match
Accounts and Employer Contribution Accounts for Pioneer Employees shall vest in
accordance with the provisions of Section 10.4(b)(ii) of the Plan except that
all such amounts shall be 100% vested and nonforfeitable after the Participant
completes 5 years of Credited Service.

     4. Optional Forms of Distribution. Notwithstanding any other provision in
the Plan to the contrary, this section shall only apply to distributions to
Pioneer Employees who become Participants hereunder on January 1, 1998.


                                       54

<PAGE>



          (a) The optional forms of retirement benefit shall be (i) in a lump
sum; (ii) in installment payments over a period not to exceed nine years and
eleven months, provided that each installment must be at least $500; (iii) for
Participants who were Participants in the Pioneer Plan prior to January 1, 1992,
in installment payments over a period not to exceed the life expectancy of the
Participant or the joint and last survivor life expectancy of the Participant
and his designated beneficiary; or (iv) for Participants who were Participants
in the Pioneer Plan prior to January 1, 1992, applied to the purchase of any
annuity contract requested by the Participant and approved by the Administrator
provided that such annuity is available from an appropriate insurance company at
commercially reasonable rates.

          (b) The optional forms of death benefit are a single-sum payment,
installment payments over a period not to exceed nine years and eleven months,
provided that each installment must be at least $500, and, for beneficiaries of
Participants who were Participants in the Pioneer Plan prior to January 1, 1992,
installment payments over a period not to exceed the life expectancy of the
beneficiary or any annuity that is an optional form of retirement benefit,
provided that each installment must be at least $500.

          (c) If a married Participant selects an annuity, the annuity shall be
in the form of a qualified joint and survivor annuity (as defined in Code
Section 417) unless the Participant selects another form of annuity and the
Participant's spouse consents to such alternate form and such consent is
witnessed by a notary public.

     5. Loans. Notwithstanding anything in Section 9.5 of the Plan to the
contrary, Pioneer Employees and former Pioneer Employees with loans outstanding
on January 1, 1998 may continue to make loan payments in accordance with rules
and procedures established by the Trustees on a monthly basis by certified check
payable to the Trustee until the earlier of: (i) if their employment with the
Company or its affiliates terminated on or after November 1, 1997, the date
which is thirty (30) days after the first anniversary of the termination of
their employment with the Company and its affiliates, and (ii) the date the loan
is repaid in full. Notwithstanding anything in Section 9.5 of the Plan to the
contrary, repayment of loans outstanding on the Merger Date by Pioneer Employees
shall be returned to the Participant's subaccounts in the following order:

          (a) Before-tax deposits and earnings;

          (b) Any available grandfathered employer contributions and earnings;

          (c) Rollover contributions and earnings;

          (d) Grandfathered rollover contributions and earnings;

          (e) Post-1986 after-tax contributions and earnings on all after-tax
contributions; and

          (f) Pre-1987 after-tax contributions.



                                       55

<PAGE>



                                   APPENDIX XI

                         MERGER OF MARKMAN INTERNATIONAL
                          EMPLOYEE PROFIT SHARING PLAN


     1. Purpose. Effective May 30, 1997, the Company acquired Markman
International, L.L.C. Effective on or as soon as practicable following August 1,
1998 (the "Merger Date"), the Markman International Employee Profit Sharing
Plan, as originally effective January 1, 1992 (the "Markman Plan") is hereby
merged into this Plan. It is the purpose of this Appendix to provide for the
merger into this Plan of the Markman Plan effective as soon as administratively
feasible following the Merger Date.

     2. Participation in the Plan. Each former employee of Markman
International, L.L.C. who is not already a Participant in the Plan on August 1,
1998 and who is a participant in the Markman Plan on July 31, 1998 will become
an inactive participant in the Plan on August 1, 1998.

     3. Transfer and Merger of Markman Plan Accounts. Effective as of the Merger
Date a "Before-Tax Deposit Account" will be established for each former employee
of Markman International, L.L.C. who had an account in the Markman Plan on July
31, 1998 ("Markman Employee") for elective deferral, rollover, and employer
contributions credited to his participant's account under the Markman Plan. All
amounts held in Before-Tax Deposit Accounts for Markman Employees will be 100%
nonforfeitable and all Accounts will be subject to the provisions of the Plan
(except insofar as they conflict with paragraphs 4 and 5 below) and to the
provisions of paragraphs 4 and 5 below.

     4. Joint and Survivor Annuities.

          (a) Notwithstanding anything herein to the contrary, this section
shall apply to distributions made to Markman Employees on and after the Merger
Date.

          (b) Unless an optional form of benefit is selected pursuant to a
Qualified Election within the ninety (90) day period ending on the Benefit
Commencement Date, the vested Account of a married Markman Employee will be paid
in the form of a Qualified Joint and Survivor Annuity and the vested Account of
an unmarried Markman Employee will be paid in the form of a straight-life
annuity. The Qualified Election by an unmarried Markman Employee must comply
with the provisions of this section as if it were an election to waive the
Qualified Joint and Survivor Annuity by a married Markman Employee, but without
the spousal consent requirement.

          (c) Unless an optional form of benefit has been selected within the
Election Period pursuant to a Qualified Election, if a Markman Employee dies
before the Benefit Commencement Date then fifty percent (50%) of the Markman
Employee's vested Account shall be paid to the eligible spouse in the form of a
Qualified Pre-Retirement Survivor Annuity.



                                       56

<PAGE>



          (d) Definitions:

               (i) Benefit Commencement Date. The date upon which payment of
benefits commences.

               (ii) Election Period. The period which begins on the first day of
the Plan Year in which the Markman Employee attains age thirty-five (35) and
ends on the date of the Markman Employee's death. If a Markman Employee
separates from service prior to the first day of the Plan Year in which age
thirty-five (35) is attained, with respect to the Account as of the severance
from service date, the Election Period shall begin on the severance from service
date.

               (iii) Earliest Retirement Age. The earliest date on which, under
the Plan, the Markman Employee could elect to receive retirement benefits.

               (iv) Qualified Election. A waiver of a Qualified Joint and
Survivor Annuity or a Qualified Pre-Retirement Survivor Annuity. The waiver must
be in writing and must be consented to by the Markman Employee's eligible
spouse. The eligible spouse's consent to a waiver must be witnessed by the Plan
Administrator or notary public. Notwithstanding this consent requirement, if the
Markman Employee establishes to the satisfaction of the Plan Administrator that
such written consent may not be obtained because there is no eligible spouse or
the eligible spouse cannot be located, a waiver will be deemed a Qualified
Election. Any consent necessary under this provision will be valid only with
respect to the eligible spouse who signs the consent, or in the event of a
deemed Qualified Election, the designated eligible spouse. Additionally, a
revocation of a prior waiver may be made by a Participant without the consent of
the eligible spouse at any time before the Benefit Commencement Date. The number
of revocations shall not be limited.

               (v) Qualified Joint and Survivor Annuity. An annuity for the life
of the Markman Employee with a survivor annuity for the life of the eligible
spouse which is 50% of the amount of the annuity which is payable during the
joint lives of the Markman Employee and the eligible spouse and which is the
amount of benefit which can be purchased with the Markman Employee's vested
Account.

               (vi) Qualified Pre-Retirement Survivor Annuity. An annuity for
the life of the eligible spouse, the payments under which must be equal to the
amount of benefits which can be purchased with fifty percent (50%) of the
Account of a Markman Employee used to provide the death benefit under the Plan.

          (e) In the case of a Qualified Joint and Survivor Annuity, the Plan
Administrator shall provide each Markman Employee within a reasonable period
prior to the Benefit Commencement Date a written explanation of: (1) the terms
and conditions of a Qualified Joint and Survivor Annuity; (2) the Markman
Employee's right to make and the effect of an election to waive the Qualified
Joint and Survivor Annuity form of benefit; (3) the rights of a Markman
Employee's eligible spouse; and (4) the right to make, and the effect of, a
revocation of a previous election to waive the Qualified Joint and Survivor
Annuity.


                                       57

<PAGE>



          (f) In the case of a Qualified Pre-Retirement Survivor Annuity as
described, the Plan Administrator shall provide each Markman Employee within the
period beginning on the first day of the Plan Year in which the Markman Employee
attains age thirty-two (32) and ending with the close of the Plan Year in which
the Markman Employee attains age thirty-five (35), a written explanation of the
Qualified Pre-Retirement Survivor Annuity in such terms and in such manner as
would be comparable to the explanation provided for meeting the requirements of
Subsection 4(e) applicable to a Qualified Joint and Survivor Annuity.

          If a Markman Employee enters the Plan after the first day of the Plan
Year in which the Markman Employee attained age thirty-two (32), the Plan
Administrator shall provide notice no later than the close of the second Plan
Year succeeding the entry of the Markman Employee in the Plan.

          (g) Notwithstanding the other requirements of Subsections 4(e) and
(f), the respective notices prescribed by this section need not be given to a
Markman Employee if the Plan "fully subsidizes" the costs of a Qualified Joint
and Survivor Annuity or Qualified Pre-Retirement Survivor Annuity. For purposes
of this subsection, the Plan fully subsidizes the costs of a benefit if under
the Plan the failure to waive such benefits by a Markman Employee would not
result in a decrease in any Plan benefits with respect to such Markman Employee
and would not result in increased contributions from the Participant.

     5. Optional Forms of Distribution. Notwithstanding any other provision in
the Plan to the contrary except for the provisions of Section 4 above, this
section shall only apply to distributions made to Markman Employees on and after
the Merger Date.

          (a) The optional forms of retirement benefit shall be (i) in a lump
sum; (ii) in installment payments over a period not to exceed the life
expectancy of the Participant or the joint and last survivor life expectancy of
the Participant and his designated beneficiary, provided that each installment
must be at least $500; or (iii) applied to the purchase of any annuity contract
requested by the Participant and approved by the Administrator provided that
such annuity is available from an appropriate insurance company at commercially
reasonable rates.

          (b) The optional forms of death benefit are a single-sum payment,
installment payouts over a period not to exceed the life expectancy of the
beneficiary, provided that each installment must be at least $500, and any
annuity that is an optional form of retirement benefit.




                                       58

<PAGE>



                                  APPENDIX XII

                      MERGER OF PROVIDENTIAL LIFE INSURANCE
                             401(k) RETIREMENT PLAN

     1. Purpose. Effective September 30, 1997, the Company acquired Providential
Life Insurance Company. Effective on or as soon as practicable following October
1, 1998 (the "Merger Date"), the Providential Life Insurance Company 401(k)
Retirement Plan, as last amended and restated effective April 1, 1994 (the
"Providential Plan") is hereby merged into this Plan. Certain of these
individual who are employees of Providential Life Insurance Company on March 31,
1998 ("Providential Employees") will become Employees eligible to participate in
the Plan on April 1, 1998. It is the purpose of this Appendix to provide for the
merger into this Plan of the Providential Plan effective as soon as
administratively feasible following the Merger Date, and the participation in
the Plan of the Providential Employees effective as of April 1, 1998.

     2. Participation in the Plan. Each Providential Employee who is a
participant in the Providential Plan on March 31, 1998 will be eligible to
participate in the Plan on April 1, 1998.

     3. Transfer and Merger of Providential Plan Accounts. Effective as of the
Merger Date (i) a "Before-Tax Deposit Account" will be established for each
Providential Employee's elective deferral, rollover and employer contributions
credited to his participant's account under the Providential Plan; (ii) a
"Pre-1987 After-Tax Deposit Account" will be established for each Providential
Employee's Pre-1987 after-tax employee contributions credited to his
participant's account under the Providential Plan; and (iii)a "Post-1986
After-Tax Deposit Account" will be established for each Providential Employee's
post-1986 after-tax employee contributions credited to his participant's account
under the Providential Plan. All amounts held in Before-Tax Deposit, Pre-1987
After-Tax Deposit, Post-1986 After-Tax Deposit, and Rollover Accounts for
Providential Employees will be 100% nonforfeitable and all Accounts will be
subject to the provisions of the Plan (except insofar as they conflict with
paragraphs 4 and 5 below) and to the provisions of paragraphs 4 and 5 below.

         4.     Joint and Survivor Annuities.

          (a) Notwithstanding anything herein to the contrary, this section
shall apply to former employees of Providential Life Insurance Company whose
Providential Plan accounts were transferred to this Plan on the Merger Date.

          (b) Unless an optional form of benefit is selected pursuant to a
Qualified Election within the ninety (90) day period ending on the Benefit
Commencement Date, the vested Account of a married Providential Employee will be
paid in the form of a Qualified Joint and Survivor Annuity and the vested
Account of an unmarried Providential Employee will be paid in the form of a
straight-life annuity. The Qualified Election by an unmarried Providential
Employee must comply with the provisions of this section as if it were an
election to waive the Qualified Joint and Survivor Annuity by a married
Providential Employee, but without the spousal consent requirement.


                                       59

<PAGE>



          (c) Unless an optional form of benefit has been selected within the
Election Period pursuant to a Qualified Election, if a Providential Employee
dies before the Benefit Commencement Date then fifty percent (50%) of the
Providential Employee's vested Account shall be paid to the eligible spouse in
the form of a Qualified Pre-Retirement Survivor Annuity.

          (d) Definitions:

               (i) Benefit Commencement Date. The date upon which payment of
benefits commences.

               (ii) Election Period. The period which begins on the first day of
the Plan Year in which the Providential Employee attains age thirty-five (35)
and ends on the date of the Providential Employee's death. If a Providential
Employee separates from service prior to the first day of the Plan Year in which
age thirty-five (35) is attained, with respect to the Account as of the
severance from service date, the Election Period shall begin on the severance
from service date.

               (iii) Earliest Retirement Age. The earliest date on which, under
the Plan, the Providential Employee could elect to receive retirement benefits.

               (iv) Qualified Election. A waiver of a Qualified Joint and
Survivor Annuity or a Qualified Pre-Retirement Survivor Annuity. The waiver must
be in writing and must be consented to by the Providential Employee's eligible
spouse. The eligible spouse's consent to a waiver must be witnessed by the Plan
Administrator or notary public. Notwithstanding this consent requirement, if the
Providential Employee establishes to the satisfaction of the Plan Administrator
that such written consent may not be obtained because there is no eligible
spouse or the eligible spouse cannot be located, a waiver will be deemed a
Qualified Election. Any consent necessary under this provision will be valid
only with respect to the eligible spouse who signs the consent, or in the event
of a deemed Qualified Election, the designated eligible spouse. Additionally, a
revocation of a prior waiver may be made by a Participant without the consent of
the eligible spouse at any time before the Benefit Commencement Date. The number
of revocations shall not be limited.

               (v) Qualified Joint and Survivor Annuity. An annuity for the life
of the Providential Employee with a survivor annuity for the life of the
eligible spouse which is 50% of the amount of the annuity which is payable
during the joint lives of the Providential Employee and the eligible spouse and
which is the amount of benefit which can be purchased with the Providential
Employee's vested Account.

               (vi) Qualified Pre-Retirement Survivor Annuity. An annuity for
the life of the eligible spouse, the payments under which must be equal to the
amount of benefits which can be purchased with fifty percent (50%) of the
Account of a Providential Employee used to provide the death benefit under the
Plan.

          (e) In the case of a Qualified Joint and Survivor Annuity, the Plan
Administrator shall provide each Providential Employee within a reasonable
period prior to the Benefit Commencement


                                       60
<PAGE>

Date a written explanation of: (1) the terms and conditions of a Qualified Joint
and Survivor Annuity; (2) the Providential Employee's right to make and the
effect of an election to waive the Qualified Joint and Survivor Annuity form of
benefit; (3) the rights of a Providential Employee's eligible spouse; and (4)
the right to make, and the effect of, a revocation of a previous election to
waive the Qualified Joint and Survivor Annuity.

          (f) In the case of a Qualified Pre-Retirement Survivor Annuity as
described, the Plan Administrator shall provide each Providential Employee
within the period beginning on the first day of the Plan Year in which the
Providential Employee attains age thirty-two (32) and ending with the close of
the Plan Year in which the Providential Employee attains age thirty-five (35), a
written explanation of the Qualified Pre-Retirement Survivor Annuity in such
terms and in such manner as would be comparable to the explanation provided for
meeting the requirements of Subsection 4(e) applicable to a Qualified Joint and
Survivor Annuity.

          If a Providential Employee enters the Plan after the first day of the
Plan Year in which the Providential Employee attained age thirty-two (32), the
Plan Administrator shall provide notice no later than the close of the second
Plan Year succeeding the entry of the Providential Employee in the Plan.

          (g) Notwithstanding the other requirements of Subsections 4(e) and
(f), the respective notices prescribed by this section need not be given to a
Providential Employee if the Plan "fully subsidizes" the costs of a Qualified
Joint and Survivor Annuity or Qualified Pre-Retirement Survivor Annuity. For
purposes of this subsection, the Plan fully subsidizes the costs of a benefit if
under the Plan the failure to waive such benefits by a Providential Employee
would not result in a decrease in any Plan benefits with respect to such
Prudential Employee and would not result in increased contributions from the
Participant.

     5. Optional Forms of Distribution. Notwithstanding any other provision in
the Plan to the contrary except for the provisions of Section 4 above, this
section shall apply to former employees of Providential Life Insurance Company
whose Providential Plan accounts were transferred to this Plan on the Merger
Date.

          (a) The optional forms of retirement benefit shall be (i) in a lump
sum; (ii) in installment payments over a period not to exceed the life
expectancy of the Participant or the joint and last survivor life expectancy of
the Participant and his designated beneficiary, provided that each installment
must be at least $500; or (iii) applied to the purchase of any annuity contract
requested by the Participant and approved by the Administrator provided that
such annuity is available from an appropriate insurance company at commercially
reasonable rates.

          (b) The optional forms of death benefit are a single-sum payment,
installment payouts over a period not to exceed the life expectancy of the
beneficiary, provided that each installment must be at least $500, and any
annuity that is an optional form of retirement benefit.




                                       61

<PAGE>



                                  APPENDIX XIII

           MERGER OF COLONIAL PENN LIFE INSURANCE COMPANY SAVINGS PLAN

     1. Purpose. Effective September 30, 1997, the Company acquired Colonial
Penn Life Insurance Company. Effective on or as soon as practicable following
December 31, 1998 (the "Merger Date"), the Colonial Penn Life Insurance Company
Savings Plan, as adopted effective August 1, 1997 (the "CPL Plan") is hereby
merged into this Plan. Certain of the individuals who) are employees of Colonial
Penn Life Insurance Company on December 31, 1998 ("CPL Employees") will become
Employees eligible to participate in the Plan on January 1, 1999. It is the
purpose of this Appendix to provide for the merger into this Plan of the CPL
Plan effective as of the Merger Date, and the participation in the Plan of the
CPL Employees effective January 1, 1999.

     2. Participation in the Plan. Each CPL Employee who is a participant in the
CPL Plan on December 31, 1998 who becomes an Employee on January 1, 1999 will
become eligible to participate in the Plan on January 1, 1999.

     3. Transfer and Merger of CPL Plan Accounts. Effective as of the Merger
Date (i) a "Before-Tax Deposit Account" will be established for each CPL
Employee's elective deferral contributions credited to his Participant's account
under the CPL Plan; (ii) a "CPL Employer Matching Contribution Account" will be
established for each CPL Employee's employer matching contributions credited to
his Participant's account under the CPL Plan;(iii) a "CPL Rollover Account" will
be established for each CPL Employee's rollover contributions credited to his
Participant's account under the CPL Plan; (iv) a "Rollover Account" will be
established for each CPL Employee's employer profit sharing contributions
credited to his Participant's account under the CPL Plan; (v) a "Pre-1987
After-Tax Deposit Account" for each CPL Employee's after-tax contributions made
prior to January 1, 1987 credited to his participant's account under the CPL
Plan; and (vi) a "Post-1986 After-Tax Deposit Account" for each CPL Employee's
after-tax contributions made on or after January 1, 1987 credited his
participant's account under the CPL Plan. All amounts held in Before-Tax
Deposit, After-Tax Deposit, CPL Rollover and CPL Employer Matching Contribution
Accounts for CPL Employees will be 100% nonforfeitable and will be subject to
the provisions of the Plan including the investment transfer provisions of
Section 7.4 (except insofar as they conflict with paragraphs 4 through 8 below)
and to the provisions of paragraphs 4 through 8 below.

     4. Optional Forms of Distribution. Notwithstanding any other provision in
the Plan to the contrary, this section shall only apply to distributions to CPL
Employees who have become Participants hereunder as of the Merger Date.

          (a) The optional forms of retirement benefit shall be (i) in a lump
sum; (ii) in quarterly or annual installment payments over a period not to
exceed nine years and eleven months, provided that each installment must be at
least $500; or (iii) applied to the purchase of any annuity contract requested
by the Participant and approved by the Administrator provided that such annuity
is available from an appropriate insurance company at commercially reasonable
rates.



                                       62

<PAGE>



          (b) The optional forms of death benefit are a single-sum payment,
installment payouts over a period not to exceed nine years and eleven months,
provided that each installment must be at least $500, and any annuity that is an
optional form of retirement benefit.

          (c) If a married Participant selects an annuity, the annuity shall be
in the form of a qualified joint and survivor annuity (as defined in Code
Section 417) unless the Participant selects another form of annuity and the
Participant's spouse consents to such alternate form and such consent is
witnessed by a notary public.

     5. CPL Matching Employer Contribution Account Withdrawals. Notwithstanding
any other provision in the Plan to the contrary, this section shall allow CPL
Employees who have become Participants hereunder as of January 1, 1999 to take
withdrawals from their CPL Employer Matching Contribution Account at any time,
in accordance with the procedures and rules established by the Administrator,
but not more often than one in any calendar quarter. Payment shall be made to
the Participant as soon as practicable following the date the request is
submitted to the Administrator. An eligible Participant's entire CPL Matching
Employer Contribution Account will be available for withdrawal pursuant to the
provisions of this paragraph if the Participant has been employed by the Company
or its predecessors for five or more years, otherwise, that portion of the
eligible Participant's CPL Matching Employer Contribution Account which was not
credited to the Participant's CPL Matching Employer Contribution Account within
two years prior to the withdrawal will be available. Withdrawals under this
paragraph 5 shall be charged against the value of the withdrawing Participant's
sub-account in each of the Investment Funds proportionally.

     6. CPL Rollover Account Withdrawals. Notwithstanding any other provision in
the Plan to the contrary, this section shall allow CPL Employees who have become
Participants hereunder as of January 1, 1999 to take withdrawals from their CPL
Rollover Account at any time, in accordance with the procedures and rules
established by the Administrator, but not more often than one in any calendar
quarter. Payment shall be made to the Participant as soon as practicable
following the date the request is filed with the Administrator. An eligible
Participant's entire CPL Rollover Account will be available for withdrawal
pursuant to the provisions of this paragraph. Withdrawals under this paragraph 6
shall be charged against the value of the withdrawing Participant's sub-account
in each of the Investment Funds proportionally.

     7. Loans. Notwithstanding anything in Section 9.5 of the Plan to the
contrary, repayment of loans outstanding on the Merger Date by CPL Employees
shall be returned to the Participant's subaccounts in the following order:

          (a) Before-tax deposits and earnings;

          (b) Any available grandfathered employer contributions and earnings;

          (c) Rollover contributions and earnings;

          (d) Grandfathered rollover contributions and earnings;


                                       63

<PAGE>



          (e) Post-1986 after-tax contributions and earnings on all after-tax
contributions; and

          (f) Pre-1987 after-tax contributions.

                                  APPENDIX XIV

              MERGER OF WASHINGTON NATIONAL EMPLOYEE SAVINGS PLAN,
                      WASHINGTON NATIONAL PENSION PLAN PLUS
                   AND WASHINGTON NATIONAL PROFIT SHARING PLAN

     1. Purpose. Effective December 5, 1997, the Company acquired Washington
National Insurance Company and United Presidential Life Insurance Company.
Effective on or as soon as practicable following June 30, 1999 (the "Merger
Date"), the Washington National Employee Savings Plan, as last amended and
restated effective January 1, 1989 (the "Savings Plan"), the Washington National
Pension Plan Plus, originally effective January 1, 1991 (the "Pension Plan"),
and the Washington National Profit Sharing Plan, originally effective January 1,
1991 (the "Profit Sharing Plan"), collectively referred to as the "Washington
National Plans", are hereby merged into this Plan. It is the purpose of this
Appendix to provide for the merger into this Plan of the Washington National
Plans effective as soon as administratively feasible following the Merger Date.

     2. Transfer and Merger of the Washington National Plans' Accounts.
Effective as of the Merger Date (i) a "Before-Tax Deposit Account" will be
established for each former Savings Plan Participant's elective deferral
contributions credited to his Participant's account under the Savings Plan; (ii)
a "Pre-1987 After-Tax Deposit Account" will be established for each former
Savings Plan Participant's pre-1987 after-tax employee contributions credited to
his Participant's account under the Savings Plan; (iii) a "Post-1986 After-Tax
Deposit Account" will be established for each former Savings Plan Participant's
post-1986 after-tax employee contributions credited to his Participant's account
under the Savings Plan; (iv) a "Rollover Account" will be established for each
former Savings Plan Participant's rollover contributions credited to his
Participant's account under the Savings Plan; (v) a "Washington National
Matching Contribution Account" will be established for each former Savings Plan
Participant's employer contributions credited to his Participant's account under
the Savings Plan; and (vi) a "Prior Plan Account" will be established for each
former Pension Plan Participant's employer contributions credited to his
Participant's account under the Pension Plan and each former Profit Sharing Plan
Participant's employer contributions credited to his Participant's account under
the Profit Sharing Plan. All amounts held in Before-Tax Deposit, Pre-1987
After-Tax Deposit, Post-1986 After-Tax Deposit, Rollover, Prior Plan, and
Washington National Matching Contribution Accounts will be 100% nonforfeitable.
Further, all amounts held in an Employer Contribution Account under the Plan for
former employees of Washington National Insurance Company and/or United
Presidential Life Insurance Company whose Washington National Plan accounts were
transferred to this Plan will be 100% nonforfeitable. All Accounts will be
subject to the provisions of the Plan (except insofar as they conflict with
paragraphs 3 through 6 below) and to the provisions of paragraph 3 through 6
below.


                                       64

<PAGE>





     3. Joint and Survivor Annuities.

          (a) Notwithstanding anything herein to the contrary, this section
shall apply to former employees of Washington National Insurance Company and/or
United Presidential Life Insurance Company whose Washington National Plan
accounts were transferred to this Plan on the Merger Date.

          (b) Unless an optional form of benefit is selected pursuant to a
Qualified Election within the ninety (90) day period ending on the Benefit
Commencement Date, the vested Account of a married former Washington National
Plan participant will be paid in the form of a Qualified Joint and Survivor
Annuity and the vested Account of an unmarried former Washington National Plan
participant will be paid in the form of a straight-life annuity. The Qualified
Election by an unmarried former Washington National Plan participant must comply
with the provisions of this section as if it were an election to waive the
Qualified Joint and Survivor Annuity by a married former Washington National
Plan participant, but without the spousal consent requirement.

          (c) Unless an optional form of benefit has been selected within the
Election Period pursuant to a Qualified Election, if a former Washington
National Plan participant dies before the Benefit Commencement Date then fifty
percent (50%) of the former Washington National Plan Participant's vested
Account shall be paid to the eligible spouse in the form of a Qualified Pre-
Retirement Survivor Annuity.

          (d) Definitions:

               (i) Benefit Commencement Date. The date upon which payment of
benefits commences.

               (ii) Election Period. The period which begins on the first day of
the Plan Year in which the former Washington National Plan participant attains
age thirty-five (35) and ends on the date of the former Washington National Plan
Participant's death. If a former Washington National Plan participant separates
from service prior to the first day of the Plan Year in which age thirty-five
(35) is attained, with respect to the Account as of the severance from service
date, the Election Period shall begin on the severance from service date.

               (iii) Earliest Retirement Age. The earliest date on which, under
the Plan, the former Washington National Plan participant could elect to receive
retirement benefits.

               (iv) Qualified Election. A waiver of a Qualified Joint and
Survivor Annuity or a Qualified Pre-Retirement Survivor Annuity. The waiver must
be in writing and must be consented to by the former Washington National Plan
Participant's eligible spouse. The eligible spouse's consent to a waiver must
be witnessed by the Administrator or notary public. Notwithstanding this consent
requirement, if the former Washington National Plan participant establishes to
the satisfaction of the Administrator that such written consent may not be
obtained because there is no eligible


                                       65

<PAGE>



spouse or the eligible spouse cannot be located, a waiver will be deemed a
Qualified Election. Any consent necessary under this provision will be valid
only with respect to the eligible spouse who signs the consent, or in the event
of a deemed Qualified Election, the designated eligible spouse. Additionally, a
revocation of a prior waiver may be made by a Participant without the consent of
the eligible spouse at any time before the Benefit Commencement Date. The number
of revocations shall not be limited.

               (v) Qualified Joint and Survivor Annuity. An annuity for the life
of the former Washington National Plan participant with a survivor annuity for
the life of the eligible spouse which is 50% of the amount of the annuity which
is payable during the joint lives of the former Washington National Plan
participant and the eligible spouse and which is the amount of benefit which can
be purchased with the former Washington National Plan Participant's vested
Account.

               (vi) Qualified Pre-Retirement Survivor Annuity. An annuity for
the life of the eligible spouse, the payments under which must be equal to the
amount of benefits which can be purchased with fifty percent (50%) of the
Account of a former Washington National Plan participant used to provide the
death benefit under the Plan.

          (e) In the case of a Qualified Joint and Survivor Annuity, the
Administrator shall provide each former Washington National Plan participant
within a reasonable period prior to the Benefit Commencement Date a written
explanation of: (1) the terms and conditions of a Qualified Joint and Survivor
Annuity; (2) the former Washington National Plan Participant's right to make and
the effect of an election to waive the Qualified Joint and Survivor Annuity form
of benefit; (3) the rights of a former Washington National Plan Participant's
eligible spouse; and (4) the right to make, and the effect of, a revocation of a
previous election to waive the Qualified Joint and Survivor Annuity.

          (f) In the case of a Qualified Pre-Retirement Survivor Annuity as
described above, the Administrator shall provide each former Washington National
Plan participant within the period beginning on the first day of the Plan Year
in which the former Washington National Plan participant attains age thirty-two
(32) and ending with the close of the Plan Year in which the former Washington
National Plan participant attains age thirty-five (35), a written explanation of
the Qualified Pre-Retirement Survivor Annuity in such terms and in such manner
as would be comparable to the explanation provided for meeting the requirements
of Subsection 4(e) applicable to a Qualified Joint and Survivor Annuity.

          If a former Washington National Plan participant enters the Plan after
the first day of the Plan Year in which the former Washington National Plan
participant attained age thirty-two (32), the Administrator shall provide notice
no later than the close of the second Plan Year succeeding the entry of the
former Washington National Plan participant in the Plan.

          (g) Notwithstanding the other requirements of Subsections 4(e) and
(f), the respective notices prescribed by this section need not be given to a
former Washington National Plan participant if the Plan "fully subsidizes" the
costs of a Qualified Joint and Survivor Annuity or Qualified Pre-Retirement
Survivor Annuity. For purposes of this subsection, the Plan fully subsidizes the
costs of a benefit if under the Plan the failure to waive such benefits by a
former


                                       66

<PAGE>



Washington National Plan participant would not result in a decrease in any Plan
benefits with respect to such former Washington National Plan participant and
would not result in increased contributions from the Participant.

     4. Optional Forms of Distribution. Notwithstanding any other provision in
the Plan to the contrary except for the provisions of Section 3 above, this
section shall apply to former employees of Washington National Insurance Company
and/or United Presidential Life Insurance Company whose Washington National Plan
accounts were transferred to this Plan on the Merger Date.

          (a) The optional forms of retirement benefit shall be (i) in a lump
sum; (ii) in quarterly or annual installment payments over a period not to
exceed the life expectancy of the Participant or the joint and last survivor
life expectancy of the Participant and his designated beneficiary, provided that
each installment must be at least $500; or (iii) applied to the purchase of any
annuity contract requested by the Participant and approved by the Administrator
provided that such annuity is available from an appropriate insurance company at
commercially reasonable rates.

          (b) The optional forms of death benefit are a single-sum payment,
installment payouts over a period not to exceed the life expectancy of the
beneficiary, provided that each installment must be at least $500, and any
annuity that is an optional form of retirement benefit.

     5. Washington National Matching Contribution Account Withdrawals.
Notwithstanding any other provision in the Plan to the contrary, this section
shall allow former Washington National Plan Participants who have become
Participants hereunder as of the Merger Date to take withdrawals from their
Washington National Matching Contribution Account at any time, but not more
often than once in any calendar quarter in accordance with the procedures and
rules established by the Administrator. Payment shall be made to the Participant
as soon as practicable following the date the request is filed with the
Administrator. The Participant's entire Washington National Matching
Contribution Account will be available if the Participant has been employed by
the Company or its predecessors for five or more years, otherwise, that portion
of the eligible Participant's Washington National Matching Contribution Account
which was not credited to the Participant's Washington National Matching
Contribution Account within two years prior to the withdrawal will be available.

     6. Withdrawals After Age Fifty-Five (55). Notwithstanding any other
provision in the Plan to the contrary, this section shall allow former Savings
Plan Participants who have become Participants hereunder as of the Merger Date
and who have attained age fifty-five to withdraw all or a portion of their
vested Washington National Matching Contribution Account at any time in
accordance with the procedures and rules established by the Administrator, but
not more often than once in any calendar quarter. Payment shall be made to the
Participant as soon as practicable following the date the written request is
filed with the Administrator. Post age 55 withdrawals under this section shall
be charged against the value of the withdrawing Participant's sub-account in
each of the Investment Funds proportionately.

     7. Loans. Notwithstanding anything in Section 9.5 of the Plan to the
contrary, repayment of loans outstanding on the Merger Date by Washington
National Employees shall be returned to the Participant's subaccounts in the
following order:



                                       67

<PAGE>


          (a) Before-tax deposits and earnings;

          (b) Any available grandfathered employer contributions and earnings;

          (c) Rollover contributions and earnings;

          (d) Grandfathered rollover contributions and earnings;

          (e) Post-1986 after-tax contributions and earnings on all after-tax
contributions; and

          (f) Pre-1987 after-tax contributions.



                                       68


<PAGE>




                                    APPENDIX
                   MERGER OF GREEN TREE FINANCIAL CORPORATION
                           401(k) PLAN TRUST AGREEMENT

     1. Purpose. Effective June 30, 1998, an affiliate of the Company acquired
Conseco Finance Corp., Conseco Finance Servicing Corp., Conseco Finance Corp. -
Alabama, Conseco Finance Credit Corp., Conseco Finance Consumer Discount
Company, Conseco Finance Vendor Services Corporation, and Conseco Agency, Inc.
(collectively referred to as "Conseco Finance"). Effective on or as soon as
practicable following January 1, 2000 (the "Merger Date"), the Green Tree
Financial Corporation 401(k) Plan Trust Agreement (the "Green Tree Plan") is
hereby merged into this Plan. Certain of those individual employees of Conseco
Finance on December 31, 1999 ("Conseco Finance Employees") will become employees
eligible to participate in the Plan on January 1, 2000. It is the purpose of
this Appendix to provide for the merger into this Plan of the Green Tree Plan
effective as soon as administratively feasible following the Merger Date, and
the participation in the Plan of the Conseco Finance Employees effective January
1, 2000.

     2. Participation in the Plan. Each Conseco Finance Employee who is a
participant in the Green Tree Plan on December 31, 1999 will become eligible to
participate in the Plan on January 1, 2000. All other employees of Conseco
Finance will become eligible to participate in the Plan in accordance with the
eligibility provisions of the Plan.

     3. Transfer and Merger of the Green Tree Plan Accounts. Effective as of the
Merger Date (i) a "Before-Tax Deposit Account" will be established for each
former Green Tree Plan participant's retirement savings contributions credited
to his participant account under the Green Tree Plan; (ii) a "Rollover Account"
will be established for each former Green Tree Plan participant's rollover and
transferred contributions credited to his participant's account under the Green
Tree Plan; and (iii) a "Conseco Finance Employer Contribution Account" will be
established for each former Green Tree Plan participant's employer matching and
discretionary contributions. All amounts held in Before-Tax Deposit and Rollover
Accounts will be 100% nonforfeitable. Further, all amounts held in Conseco
Finance Employer Contribution Accounts and all amounts held in the Employer
Contribution Accounts for former Green Tree Plan participants will be vested in
accordance with following schedule:

<TABLE>
<CAPTION>


     Years of Service                        Vested Percentage
     ----------------                        -----------------
        <S>                                         <C>
        less than 2                                  0%

             2                                      20%

         3 or more                                 100%
</TABLE>


All Accounts will be subject to the provisions of the Plan (except insofar as
they conflict with this Appendix) and to the terms of this Appendix.


<PAGE>



     4. Blackout Period. Notwithstanding any provision of the Plan to the
contrary, due to the merger of the Green Tree Plan into this Plan effective on
or as soon as practicable following January 1, 2000: (i) requests for
withdrawals and distributions cannot be processed during the blackout period
beginning January 1, 2000 and ending on or about March 21, 2000; and (ii) funds
transferred from the Green Tree Plan may not be reallocated during the blackout
period beginning January 1, 2000 and ending on or about March 21, 2000.


<PAGE>






                             AMENDMENT NO. 1 TO THE

                                CONSECOSAVE PLAN


          This Amendment No. 1 to the ConsecoSave Plan (the "Plan") is made as
of the 26th day of January, 2001, by Conseco Services, LLC, an Indiana limited
liability company (the "Company").

                                 R E C I T A L S

          The Company is the sponsor of the Plan which was last amended and
restated effective November 15, 1999 with the intent that it qualify under the
applicable provisions of the Internal Revenue Code of 1986, as amended, and the
Employee Retirement Income Security Act of 1974, as amended. Pursuant to the
powers reserved to it in the Plan, the Company hereby adopts this Amendment No.
1 to the Plan effective, except as otherwise specified herein, April 26, 2000.

                                   AMENDMENTS

          1. Section 2.1(g) is hereby deleted in its entirety and the following
is substituted in its place to read as follows:

               (g) Compensation: The amount of compensation actually paid to the
          Participant by the Employer which is reportable on the Participant's
          IRS Form W-2, plus any before-tax deposits and any salary reduction
          contributions made on behalf of a Participant under a plan which
          qualifies under Code Section 401(k), Code Section 125 and/or Code
          Section 132(f), but excluding income resulting from payments of
          insurance premiums, moving expenses, tuition expenses, automobile
          expenses, severance payments, the value of any noncash incentive
          awards (including any stock options, restricted stock or other
          stock-based compensation), income attributable to an Employer's
          forgiveness of a loan made by the Employer to a Participant, and
          income attributable to a distribution to a Participant from a
          nonqualified deferred compensation arrangement (including a voluntary
          or incentive deferred compensation arrangement) maintained by an
          Employer or to the exercise of stock options, lapse of restrictions on
          restricted stock, or to other stock-based remunerations.
          Notwithstanding the foregoing, Compensation shall not include any
          payments made pursuant to an insurance agent or agency contract.



<PAGE>


          Compensation shall not include any amounts in excess of $160,000, as
          adjusted by the Commissioner for increases in the cost-of-living in
          accordance with Code Section 401(a)(17)(B).

          2. Section 6.1(c) is hereby deleted in its entirety and the following
is substituted in its place to read as follows:

               (c) Compensation. The term "compensation" as used herein, means
          compensation as defined in Code Section 415(c)(3) and Treasury
          Regulation thereunder, which generally means amounts actually paid
          during a limitation year which are the Participant's wages, salary,
          fees for personal services actually rendered in the course of
          employment with the Employer or other Affiliate, including amounts
          described in Treasury Regulation 1.415-2(d)(1), and excluding amounts
          which are reduced pursuant to a salary reduction arrangement and other
          amounts described in Treasury Regulation 1.415-2(d)(2). Such
          "compensation" may not exceed $160,000 as adjusted by the Commissioner
          for increases in the cost-of-living in accordance with Code Section
          401(a)(17)(B). Notwithstanding anything herein to the contrary, the
          term "compensation" shall include elective deferrals pursuant to a
          salary reduction agreement (as defined in Code Section 402(g)(3)) and
          any amount which is contributed or deferred by the Employer at the
          election of the Employee and which is not includable in the gross
          income of the Employee by reason of Code Sections 125, 401(k), 457 or
          132(f).

          3. In all other respects the Plan, as amended herein, is hereby
ratified and confirmed.

          IN WITNESS WHEREOF, Conseco Services, LLC, has caused this Amendment
to be executed by its duly authorized representative as of the date first set
forth above.

                                     CONSECO SERVICES, LLC



                                     By:/s/ Richard H. Kremer
                                        --------------------------------
                                        Richard H. Kremer
                                        Senior Vice President,
                                        Chief Human Resources Officer