<PAGE>
                                                                     Exhibit 4.1


                                                                  EXECUTION COPY








                                  CONSECO, INC.

                    10-3/4% Guaranteed Senior Notes due 2009

                       FIRST SENIOR SUPPLEMENTAL INDENTURE

                           Dated as of April 24, 2002

                                       to

               Second Senior Indenture Dated as of April 24, 2002




                                STATE STREET BANK
                               AND TRUST COMPANY,

                                     Trustee
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                                TABLE OF CONTENTS

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ARTICLE I APPLICATION OF SUPPLEMENTAL INDENTURE AND CREATION OF 10-3/4% GUARANTEED SENIOR NOTES DUE 2009............         1
           Section 1.01. Application of this Supplemental Indenture.................................................         1
           Section 1.02. Effect of Supplemental Indenture...........................................................         1
           Section 1.03. Amount of Notes............................................................................         2
           Section 1.04. Terms of the Initial Notes and the Additional Notes; Form of Security......................         3
           Section 1.05. Interest on the Notes......................................................................         3
           Section 1.06. Subsidiary Guarantee.......................................................................         3
           Section 1.07. Registrar and Paying Agent.................................................................         3

ARTICLE II DEFINITIONS AND INCORPORATION BY REFERENCE...............................................................         3
           Section 2.01. Definitions................................................................................         2
           Section 2.02. Other Definitions..........................................................................        28
           Section 2.03. Incorporation by Reference of Trust Indenture Act..........................................        29

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

ARTICLE IV COVENANTS................................................................................................        30
           Section 4.01. Covenant Cancellation......................................................................        30
           Section 4.02. Change of Control..........................................................................        31
           Section 4.03. Limitation on Asset Sales..................................................................        32
           Section 4.04. Limitation on Restricted Payments..........................................................        34
           Section 4.05. Incurrence of Indebtedness and Issuance of Preferred Stock.................................        37
           Section 4.06. Limitation on Liens........................................................................        37
           Section 4.07. Dividend and Other Payment Restrictions Affecting Subsidiaries.............................        37
           Section 4.08. Limitation on Transactions with Affiliates.................................................        39
           Section 4.09. Designation of Restricted and Unrestricted Subsidiaries....................................        40
           Section 4.10. Limitation on the Company's Business.......................................................        40
           Section 4.11. Limitation on Investments..................................................................        40
           Section 4.12. Commission Reports.........................................................................        40
           Section 4.13. Further Instruments and Acts...............................................................        41

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

ARTICLE VI DEFAULTS AND REMEDIES....................................................................................        42
           Section 6.01. Events and Remedies........................................................................        42
           Section 6.02. Waiver of Default or Event of Default by Holders...........................................        44
           Section 6.03. Acceleration of Maturity...................................................................        44
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ARTICLE VII DISCHARGE OF INDENTURE; DEFEASANCE......................................................................        45
           Section 7.01. Discharge of Liability on the Notes........................................................        45
           Section 7.02. Additional Provisions Regarding Covenant Defeasance........................................        45
           Section 7.03. Additional Conditions to Defeasance........................................................        45

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

ARTICLE IX MISCELLANEOUS............................................................................................        47
           Section 9.01. Trust Indenture Act Controls...............................................................        47
           Section 9.02. Notices  31
           Section 9.03. When Notes Disregarded.....................................................................        48
           Section 9.04. Rules by Trustee, Paying Agent and Registrar...............................................        48
           Section 9.05. Legal Holidays.............................................................................        48
           Section 9.06. Governing Law..............................................................................        48
           Section 9.07. No Personal Liability of Directors, Officers, Employees and Shareholders...................        48
           Section 9.08. Successors.................................................................................        48
           Section 9.09. Multiple Originals.........................................................................        48
           Section 9.10. Table of Contents; Headings................................................................        49
           Section 9.11. Not Responsible for Recitals or Issuance of Notes..........................................        49
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                                       ii
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            This FIRST SENIOR SUPPLEMENTAL INDENTURE (this "Supplemental
Indenture") dated as of April 24, 2002, to the Second Senior Indenture (the
"Existing Indenture") dated as of April 24, 2002, among CONSECO, INC., an
Indiana corporation (the "Company"), CIHC, INCORPORATED, a Delaware corporation,
as guarantor and STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust
company, as trustee (the "Trustee") (the Existing Indenture as supplemented by
this Supplemental Indenture, the "Indenture").

                                    RECITALS

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

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

            WHEREAS, the Company desires to provide for the issuance of new
series of debt securities to be designated as the 10-3/4% Guaranteed Senior
Notes due 2009, and to set forth the terms that will be applicable thereto; and

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

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

                                    ARTICLE I

                    APPLICATION OF SUPPLEMENTAL INDENTURE
           AND CREATION OF 10-3/4% GUARANTEED SENIOR NOTES DUE 2009

            Section 1.01. Application of this Supplemental Indenture. The
covenants included in this Supplemental Indenture are expressly being included
solely for the benefit of the 10-3/4% Guaranteed Senior Notes due 2009 (the
"Notes"). The Notes constitute a series of Securities as provided in Section 3.1
of the Existing Indenture.

            Section 1.02. Effect of Supplemental Indenture. The Existing
Indenture shall be supplemented pursuant to Sections 3.1 and 8.1 to establish
the terms of the Notes as set forth in this Supplemental Indenture, including as
follows:
<PAGE>
            (a)   The definitions set forth in Article 1 of the Existing
                  Indenture shall be modified to the extent provided in Article
                  II of this Supplemental Indenture with respect to the
                  provisions contained in this Supplemental Indenture;

            (b)   The forms of the securities representing the Notes required to
                  be established pursuant to Sections 2.1 and 3.1(b)(20) of the
                  Existing Indenture shall be established in accordance with
                  Sections 1.03, 1.04 and 1.05 of this Supplemental Indenture;

            (c)   The form of the Subsidiary Guarantee required to be
                  established pursuant to Sections 2.1 and 12.2 of the Existing
                  Indenture shall be established in accordance with Section 1.06
                  of this Supplemental Indenture;

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

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

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

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

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

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

            Section 1.03. Amount of Notes. The Notes shall be known and
designated as the "10-3/4% Guaranteed Senior Notes due 2009." The aggregate
principal amount of Notes that may be authenticated and delivered under this
Supplemental Indenture is up to $750,000,000, except for Notes authenticated and
delivered upon registration or transfer of, or in exchange for, or in lieu of,
Notes pursuant to Section 3.4, 3.5, 3.6, 3.14, 8.6 or 10.7 of the Existing
Indenture. The aggregate principal amount that shall be initially authenticated
and delivered by the Trustee (the "Initial Notes") shall be an amount up to
$400,000,000; the aggregate principal amount of additional Notes that may be
authenticated and delivered under the Indenture on one or more occasions (the
"Additional Notes") is $350,000,000 (the issuance of any Additional Notes being
subject to compliance with Section 4.05 below).


                                       2
<PAGE>
            Section 1.04. Terms of the Initial Notes and the Additional Notes;
Form of Security. The Initial Notes and the Additional Notes shall together
constitute one series for purposes of the Existing Indenture and this
Supplemental Indenture. Notwithstanding the foregoing, the Company shall
establish the terms of any Additional Notes and appropriate modifications to
Exhibits A-1 and A-2 with respect to such Additional Notes by a resolution of
the board of directors of the Company in the manner set forth in Section 3.1 of
the Existing Indenture. The Notes are issuable without coupons in substantially
the form of Exhibits A-1 and A-2 hereto. The Notes are not issuable in bearer
form. The terms and provisions contained in the form of Note shall constitute,
and are hereby expressly made, a part of this Supplemental Indenture and to the
extent applicable, the Company, the Guarantor and the Trustee, by their
execution and delivery of this Indenture, expressly agree to such terms and
provisions and to be bound thereto. Any of the Notes may have such letters,
numbers or other marks of identification and such notations, legends and
endorsements as the officers executing the same may approve (execution thereof
to be conclusive evidence of such approval) and are not inconsistent with the
provisions of the Indenture, or as may be required to comply with any law or
with any rule or regulation made pursuant thereto or with any rule or regulation
of any securities exchange or automated quotation system on which the Notes may
be listed.

            Section 1.05.     Interest on the Notes

            . The Notes shall bear interest at a fixed rate of 10.75% per annum.
Interest shall be payable semi-annually on June 15 and December 15 of each year,
commencing, June 15, 2002. The interest payable on June 15, 2002 will accrue
from December 15, 2001.

            Section 1.06.     Subsidiary Guarantee

            . The Notes will be Guaranteed by the Subsidiary Guarantee of the
Guarantor on an unsecured senior subordinated basis in accordance with the
provisions of the Existing Indenture. The Subsidiary Guarantee shall be
substantially in the form of Exhibit B attached hereto.

            Section 1.07.     Registrar and Paying Agent.  The Company hereby
initially appoints the Trustee as Paying Agent, Registrar and transfer agent
for the Notes.

                                   ARTICLE II

                  DEFINITIONS AND INCORPORATION BY REFERENCE

            Section 2.01.     Definitions.

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

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

                                       3
<PAGE>
            "Acquired Debt" means, with respect to any specified Person:

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

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

            "Adjusted Total Shareholders' Equity" means, with respect to any
specified Person, as of any date of determination, the Total Shareholders'
Equity of such Person as of the end of its most recent fiscal quarter ending at
least 45 days prior to such date of determination; provided, however, that pro
forma effect shall be given to (x) any of the following that shall have occurred
since the end of the relevant fiscal quarter or that shall occur simultaneously
with or immediately following the transaction giving rise to the need to
calculate Adjusted Total Shareholders' Equity and (y) the use of any proceeds of
such transaction to effect any of the following (in each case without
duplication and as if the following had occurred on the last day of such fiscal
quarter):

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

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

                  (d) Restricted Payments and Permitted Investments; and

                  (e) Asset Sales.

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

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

            "Applicable Premium" means, with respect to a Note at any time of
determination, the excess, if any, of (A) the present value at such time of
determination of the remaining required interest and principal payments
(including any past due or accrued and


                                       4
<PAGE>
unpaid interest) in respect of the portion of such note to be redeemed, computed
using a discount rate equal to the applicable Treasury Rate plus 50 basis
points, over (B) the then Outstanding principal amount of the portion of such
Note to be redeemed.

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

            "Asset Sale" means:

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

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

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

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

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

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

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

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

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



                                       5
<PAGE>
                  (g) a sale or other disposition of cash or Cash Equivalents;

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

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

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

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

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

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

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

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

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

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

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

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


                                       6
<PAGE>
                  (2) the present value (discounted at the interest rate borne
            by the Notes, compounded annually) of the total obligations of the
            lessee for rental payments during the remaining term of the lease
            included in such Sale and Leaseback Transaction (including any
            period for which such lease has been extended).

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

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

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

            "board of directors" means:

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

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

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

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

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

            "Capital Stock" means:

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

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

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


                                       7
<PAGE>
                  (d) any other interest or participation that confers on a
      Person the right to receive a share of the profits and losses of, or
      distributions of assets of, the issuing Person.

            "Cash Equivalents" means:

                  (a)   Dollars;

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

                  (c) certificates of deposit, time deposits and eurodollar time
      deposits with maturities of six months or less from the date of
      acquisition, bankers' acceptances with maturities not exceeding six months
      and overnight bank deposits, in each case, with any lender party to any of
      the Credit Agreements or with any domestic commercial bank having capital
      and surplus in excess of $500.0 million and short term debt rating of at
      least A-1 by S&P and P-1 by Moody's;

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

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

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

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

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

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


                                       8
<PAGE>
            "Change of Control" means the occurrence of any of the following:

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

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

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

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

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

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

            "Conseco Facilities" means:

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

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

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

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

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


                                       9
<PAGE>
            "Consolidated Adjusted Cash Flow" means, with respect to any
specified Person for any period, the Consolidated Net Income of such Person for
such period:

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

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

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

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

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

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

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

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

                  (9) depreciation, amortization (including amortization of
            goodwill and other intangibles but excluding amortization of prepaid
            cash expenses that were


                                       10
<PAGE>
            paid in a prior period) and other non-cash expenses (excluding (a)
            any such non-cash expense to the extent that it represents an
            accrual of or reserve for cash expenses in any future period, (b)
            amortization of a prepaid cash expense that was paid in a prior
            period, including deferred policy acquisition costs, (c)
            amortization of the present value of future profits, and (d) any
            non-cash expense constituting an extraordinary item of loss) of such
            Person and its Subsidiaries for such period to the extent that such
            depreciation, amortization and other non-cash expenses were deducted
            in computing such Consolidated Net Income; minus

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

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

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

            "Consolidated Net Income" means, with respect to any specified
person (the "Specified Person"), for any period, the net income of such
Specified Person and its consolidated Subsidiaries determined on a consolidated
basis in accordance with GAAP (and if not otherwise deducted, after deduction of
amounts applicable to minority interest, including payment of dividends under
Trust Preferred Securities).

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

                  (a) was a member of the Company's board of directors on the
            Original Issuance Date; or

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

            "Credit Agreements" means:

                  (a)   the Conseco Facilities; and

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

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


                                       11
<PAGE>
            "D&O Facilities" means:

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

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

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

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

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

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

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

            "Disqualified Stock" means any Capital Stock that, by its terms (or
by the terms of any security into which it is convertible, or for which it is
exchangeable, in each case at the option of the holder of the Capital Stock), or
upon the happening of any event, matures or is mandatorily redeemable, pursuant
to a sinking fund obligation or otherwise, or redeemable at the option of the
holder of the Capital Stock, in whole or in part, on or prior to the date that
is 91 days after the date on which the Notes mature. Notwithstanding the
preceding sentence, any Capital Stock that would constitute Disqualified Stock
solely because the holders of the Capital Stock have the right to require the
Company to repurchase such Capital Stock upon the


                                       12
<PAGE>
occurrence of a change of control or an asset sale will not constitute
Disqualified Stock if the terms of such Capital Stock provide that the Company
may not repurchase or redeem any such Capital Stock pursuant to such provisions
unless such repurchase or redemption complies with Section 4.04 hereof.

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

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

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

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

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

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

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

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

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


                                       13
<PAGE>
                  Notwithstanding the foregoing, interest expense or other
      amounts incurred in the ordinary course of business by Conseco Finance
      shall not be included as part of Fixed Charges and interest expense
      related to investment borrowings of Insurance Subsidiaries shall be
      excluded from Fixed Charges.

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

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

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

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

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

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

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


                                       14
<PAGE>
            "Hedging Obligations" means, with respect to any specified Person,
the obligations of such Person incurred in the normal course of business and
consistent with past practices and not for speculative purposes under:

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

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

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

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

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

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

                  (a) in respect of borrowed money;

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

                  (c) in respect of banker's acceptances;

                  (d) representing Capital Lease Obligations;

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

                  (f) representing any Hedging Obligations;

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


                                       15
<PAGE>
otherwise included, the Guarantee by the specified Person of any indebtedness of
any other Person.

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

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

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

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

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

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

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


                                       16
<PAGE>
held by the acquired Person in such third Person in an amount determined as
provided in Section 4.04(c) hereof.

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

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

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

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

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

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

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

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

            "Non-Recourse Debt" means Indebtedness:

                  (a) as to which neither the Company nor any of the Company's
      Restricted Subsidiaries (i) provides credit support of any kind (including
      any undertaking,


                                       17
<PAGE>
      agreement or instrument that would constitute Indebtedness), (ii) is
      directly or indirectly liable as a guarantor or otherwise, or (iii)
      constitutes the lender;

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

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

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

            "Original Issuance Date" means June 29, 2001.

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

            "Permitted Debt" means:

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

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

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

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

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


                                       18
<PAGE>
                  (c) the incurrence of Indebtedness represented by the Notes
      issued and sold in the offering;

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

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

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

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

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

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

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

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

                  (l) the incurrence by the Company or any of its Subsidiaries
      of secured Indebtedness, including without limitation, capitalized lease
      liabilities and purchase money debt; provided, that the aggregate
      outstanding principal amount of


                                       19
<PAGE>
      Indebtedness of this type does not exceed at any time ten percent (10%) of
      Total Shareholders' Equity of the Company at such time;

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

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

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

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

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

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

            "Permitted Investments" means:

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

                  (b) any Investment in Cash Equivalents;

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

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


                                       20
<PAGE>
                  (ii) such Person is merged, consolidated or amalgamated with
            or into, or transfers or conveys substantially all of its assets to,
            or is liquidated into, the Company or any of its Restricted
            Subsidiary;

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

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

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

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

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

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

            "Permitted Liens" means:

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

                  (b) Liens in the Company's favor;

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

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


                                       21
<PAGE>
                  (e) Liens existing on the Original Issuance Date, including
      any subsequent renewals, extensions or replacements thereof which do not
      increase with respect to the Obligations secured;

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

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

                  (h) Liens in connection with Permitted Transactions;

                  (i) Liens incurred in the ordinary course of business in
      connection with worker's compensation, unemployment insurance or other
      forms of governmental insurance or benefits or to secure performance of
      tenders, statutory obligations, leases and contracts (other than for
      borrowed money) entered into the ordinary course of business or to secure
      obligations on surety or appeal bonds;

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

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

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

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

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

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


                                       22
<PAGE>
                  (p) Liens on property of the Company and its Subsidiaries in
      favor of landlords securing licenses, subleases or leases of property
      permitted hereunder;

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

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

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

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

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

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

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

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

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

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


                                       23
<PAGE>
                  (d) such Indebtedness is incurred either by the Company or by
      the Subsidiary who is the obligor on the Indebtedness being extended,
      refinanced, renewed, replaced, defeased or refunded.

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

            "Permitted Transactions" means (a) mortgage-backed security
transactions in which an investor sells mortgage collateral, such as securities
issued by the Government National Mortgage Association and the Federal Home Loan
Mortgage Corporation for delivery in the current month while simultaneously
contracting to repurchase "substantially the same" (as determined by the Public
Securities Association and GAAP) collateral for a later settlement, (b)
transactions in which an investor lends cash to a primary dealer and the primary
dealer collateralizes the borrowing of the cash with certain securities, (c)
transactions in which an investor lends securities to a primary dealer and the
primary dealer collateralizes the borrowing of the securities with cash
collateral, (d) transactions in which an investor makes loans of securities to a
broker-dealer under an agreement requiring such loans to be continuously secured
by cash collateral or United States government securities, (e) transactions in
which a federal home loan mortgage bank (a "FHLMB") makes loans, which are
sufficiently secured by appropriate assets consisting of government agency
mortgage-backed securities, in accordance with the rules, regulations and
guidelines of such FHLMB for its loan programs, (f) financing transactions in
which Conseco Finance sells or transfers as collateral loans, leases,
receivables or installment contracts to a third party while simultaneously
contracting to repurchase or reacquire substantially the same assets and (g) the
issuance of any asset backed securities by Conseco Finance.

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

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

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

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


                                       24
<PAGE>
            "Restricted Subsidiary" of a Person means any Subsidiary of the
referent Person that is not an Unrestricted Subsidiary.

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

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

            "Senior Debt" means:

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

                  (b) any other Indebtedness of the Company permitted to be
      incurred under the terms of the Indenture, unless the instrument under
      which such Indebtedness is incurred expressly provides that it is on a
      parity with or subordinated in right of payment to the Notes; and

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

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

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

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

                  (c) any trade payables; or

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

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

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

            "Significant Subsidiary" means any Subsidiary of the Company with,
after the elimination of intercompany accounts, (a) assets which constituted at
least 5% of the Company's


                                       25
<PAGE>
consolidated total assets, or (b) revenues which constituted at least 5% of the
Company's consolidated total revenue or (c) net earnings which constituted at
least 5% of the Company's consolidated total net earnings, but not less than
$10,000,000, all as determined as of the date of the Company's most recently
prepared quarterly financial statements for the 12-month period then ended.

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

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

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

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

                  (a) any corporation, association or other business entity of
      which more than 50% of the total voting power of shares of Capital Stock
      entitled (without regard to the occurrence of any contingency) to vote in
      the election of directors, managers or trustees of the corporation,
      association or other business entity is at the time owned or controlled,
      directly or indirectly, by that Person or one or more of the other
      Subsidiaries of that Person (or a combination thereof);
                  (b) any partnership (i) the sole general partner or the
      managing general partner of which is such Person or a Subsidiary of such
      Person or (ii) the only general partners of which are that Person or one
      of more Subsidiaries of that Person (or any combination thereof);

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

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


                                       26
<PAGE>
            "Total Managed Receivables" means the averaged managed receivables
of Conseco Finance, as reported in its most recent annual report on Form 10-K
filed with the Commission.

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

            "Treasury Rate" means, with respect to the Notes, the yield to
maturity at the time of computation of United States Treasury securities with a
constant maturity (as compiled and published in the most recent Federal Reserve
Statistical Release H.15(519) which has become publicly available at least two
Business Days prior to the date fixed for redemption (or, if such Statistical
Release is no longer published, any publicly available source of similar market
data)) most nearly equal to the then remaining Weighted Average Life to Maturity
of the Notes; provided, however, that if the Weighted Average Life to Maturity
of the Notes is not equal to the constant maturity of a United States Treasury
security for which a weekly average yield is given, the Treasury Rate shall be
obtained by linear interpolation (calculated to the nearest one-twelfth of a
year) from the weekly average yields of United States Treasury securities for
which such yields are given, except that, if the Weighted Average Life to
Maturity of such series is less than one year, the weekly average yield on
actually traded United States Treasury securities adjusted to a constant
maturity of one year shall be used.

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

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

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

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

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

                  (c) is a Person with respect to which neither the Company nor
      any of the Company's Restricted Subsidiaries have any direct or indirect
      obligation (a) to subscribe for additional Equity Interests or (b) to
      maintain or preserve such Person's


                                       27
<PAGE>
      financial condition or to cause such Person to achieve any specified
      levels of operating results;

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

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

            Any designation of any of the Company's Subsidiaries as an
Unrestricted Subsidiary will be evidenced to the Trustee by filing with the
Trustee a certified copy of the board resolution giving effect to such
designation and an Officers' Certificate certifying that such designation
complied with the preceding conditions and was permitted by Section 4.04. If, at
any time, any Unrestricted Subsidiary would fail to meet the preceding
requirements as an Unrestricted Subsidiary, it will thereafter cease to be an
Unrestricted Subsidiary for purposes of the Indenture and any Indebtedness of
such Subsidiary will be deemed to be incurred by the Company's Restricted
Subsidiaries as of such date and, if such Indebtedness is not permitted to be
incurred as of such date under Section 4.05, the Company will be in default of
such Section. The Company's board of directors may at any time designate any
Unrestricted Subsidiary to be a Restricted Subsidiary; provided, that such
designation will be deemed to be an incurrence of Indebtedness by the Company's
Restricted Subsidiaries of any outstanding Indebtedness of such Unrestricted
Subsidiary and such designation will only be permitted if (1) such Indebtedness
is permitted under Section 4.05, calculated on a pro forma basis as if such
designation had occurred at the beginning of the four-quarter reference period;
and (2) no Default or Event of Default would be in existence following such
designation.

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

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

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

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

            Section 2.02.     Other Definitions.

<TABLE>
<CAPTION>
Term                                                      Defined in Section
----                                                      ------------------
<S>                                                       <C>
"Additional Notes"                                              1.02
"Affiliate Transaction"                                         4.08
</TABLE>


                                       28
<PAGE>
<TABLE>
<S>                                                       <C>
"Bankruptcy Law"                                                6.01
"Change of Control Offer"                                       4.02
"Change of Control Payment"                                     4.02
"Change of Control Payment Date"                                4.02
"covenant defeasance"                                           7.02
"Custodian"                                                     6.01
"defeasance"                                                    7.03
"Events of Default"                                             6.01
"Initial Notes"                                                 1.02
"Notice of Default"                                             6.01
"Payment Default"                                               6.01
</TABLE>

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

            "indenture securities" means the Notes.

            "indenture security holder" means a Holder.

            "indenture to be qualified" means this Supplemental Indenture.

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

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

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

                                   ARTICLE III

                                   REDEMPTION

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

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


                                       29
<PAGE>
            (b) From and after June 15, 2005, the Notes shall be subject to
redemption at the option of the Company, in whole or in part, upon not less than
30 nor more than 60 days' notice, at the Redemption Prices (expressed as
percentages of principal amount) set forth below plus accrued and unpaid
interest thereon to the applicable Redemption Date (subject to the right of
Holders of record on the relevant Record Date to receive interest due on the
relevant Interest Payment Date) if redeemed during the twelve-month period
beginning on June 15 of the years indicated below:

<TABLE>
<CAPTION>
            Year                        Percentage
            ----                        ----------
<S>                                     <C>
            2005                        105.375%
            2006                        102.688%
            2007 and thereafter         100.000%
</TABLE>

            (c) At any time and from time to time prior to June 15, 2004, the
Company may redeem in the aggregate up to 35% of the aggregate principal amount
of the Notes then Outstanding with the proceeds of one or more Equity Offerings,
at a Redemption Price of 110.75% of the principal amount plus accrued and unpaid
interest to the Redemption Date (subject to the right of Holders of record on
the relevant Record Date to receive interest due on the relevant Interest
Payment Date); provided, that (i) at least 65% of the aggregate principal amount
of the Notes then Outstanding remain Outstanding immediately after the
occurrence of such redemption excluding Notes held by the Company or any of its
Subsidiaries and (ii) the redemption occurs within 45 days of the date of the
closing of such Equity Offering.

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

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

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

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

                                   ARTICLE IV

                                    COVENANTS

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

            Section 4.01. Covenant Cancellation.  When:


                                       30
<PAGE>
                  (i) the Notes have been rated as Investment Grade Securities
            by either S&P or Moody's; and

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

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

            Section 4.02. Change of Control. Upon the occurrence of a Change of
Control, each Holder of Notes shall have the right to require the Company to
repurchase all or any part (equal to $1,000 or an integral multiple thereof) of
such Holder's Notes pursuant to the offer described below (the "Change of
Control Offer") at an offer price in cash equal to 101% of the aggregate
principal amount thereof plus accrued and unpaid interest thereon, if any, to
the date of purchase (the "Change of Control Payment"). Within ten days
following any Change of Control, the Company shall mail a notice to each Holder
describing the transaction or transactions that constitute the Change of Control
and offering to repurchase Notes on the date specified in such notice, which
date shall be no earlier than 30 days and no later than 60 days from the date
such notice is mailed (the "Change of Control Payment Date"), pursuant to the
procedures required by this Section 4.02 and described in such notice. The
notice, which shall govern the terms of the Change of Control Offer, shall
state:

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

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

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

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

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

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


                                       31
<PAGE>
                  (g) that Holders whose Notes are being purchased only in part
      will be issued new Notes equal in principal amount to the unpurchased
      portion of the Notes surrendered, which unpurchased portion must be equal
      to $1,000 in principal amount or an integral multiple thereof; and

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

            The Company shall comply with the requirements of Rule 14e-1 of the
Exchange Act and any other securities laws and regulations thereunder to the
extent such laws and regulations are applicable in connection with the
repurchase of the Notes as a result of a Change of Control. To the extent that
the provisions of any securities laws or regulations conflict with the
provisions of this Section 4.02, the Company shall comply with the applicable
securities laws and regulations and shall not be deemed to have breached its
obligations under this Section 4.02 by virtue thereof.

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

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

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

            Section 4.03. Limitation on Asset Sales.

            (a) The Company shall not, and shall not permit any of its
Restricted Subsidiaries to, consummate an Asset Sale unless (i) the Company (or
the Restricted Subsidiary, as the case may be) receives consideration at the
time of such Asset Sale at least equal to the fair market


                                       32
<PAGE>
value of the assets or Equity Interests issued or sold or otherwise disposed of,
(ii) such fair market value is determined by the board of directors of the
Company or the executive committee thereof and evidenced by its resolution set
forth in an Officers' Certificate delivered to the Trustee, and (iii) at least
75% of the consideration therefor received by the Company or such Restricted
Subsidiary is in the form of cash. For purposes of this Section 4.03, the
following will be deemed to be cash: (x) any liabilities (as shown on the
Company's or such Restricted Subsidiary's most recent balance sheet) of the
Company or any Restricted Subsidiary (other than contingent liabilities and
liabilities that are by their terms subordinated to the Notes) that are
expressly assumed by the transferee of any such assets pursuant to a customary
novation agreement that releases the Company or such Restricted Subsidiary from
further liability and (y) any securities, notes or other obligations received by
the Company or such Restricted Subsidiary from such transferee that are
contemporaneously, subject to ordinary settlement periods, converted by the
Company or such Restricted Subsidiary into cash, to the extent of the cash
received in that conversion.

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

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

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

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


                                       33
<PAGE>
Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess
Proceeds, the Trustee shall select the Notes and such other pari passu
Indebtedness to be purchased on a pro rata basis. Upon completion of each Asset
Sale Offer, the amount of the Excess Proceeds will be reset at zero.

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

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

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

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

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

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

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

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


                                       34
<PAGE>
                  (A) the Company would, at the time of such Restricted Payment
            and after giving pro forma effect thereto as if such Restricted
            Payment had been made at the beginning of the applicable
            four-quarter period, have been permitted to incur at least $1.00 of
            additional Indebtedness under the Fixed Charge Coverage Ratio test
            set forth in the second proviso of Section 4.05; and

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

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

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

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

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

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


                                       35
<PAGE>
                  (i) the payment of any dividend within 60 days after the date
            of declaration of the dividend, if at the date of declaration the
            dividend payment would have complied with the provisions of the
            Indenture;

                  (ii) the redemption, repurchase, retirement, defeasance or
            other acquisition of any of the Company's subordinated Indebtedness
            or of any of the Company's Equity Interests in exchange for, or out
            of the net cash proceeds of the substantially concurrent sale (other
            than to any of the Company's Subsidiaries) of, the Company's Equity
            Interests (other than Disqualified Stock); provided, that the amount
            of any such net cash proceeds that are utilized for any such
            redemption, repurchase, retirement, defeasance or other acquisition
            will be excluded from clause (ii)(C)(2) of paragraph (a) above;

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

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

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

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

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

                  (viii) other Restricted Payments in an aggregate amount since
            the Original Issuance Date not to exceed $150 million.

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


                                       36
<PAGE>
making any Restricted Payment, the Company shall deliver to the Trustee an
Officers' Certificate stating that such Restricted Payment is permitted and
setting forth the basis upon which the calculations required by this Section
were computed, together with a copy of any fairness opinion or appraisal
required by the Indenture.

            Section 4.05. Incurrence of Indebtedness and Issuance of Preferred
Stock. The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, create, incur, assume, Guarantee or
otherwise become directly or indirectly liable, contingently or otherwise, with
respect to (collectively, "incur") any Indebtedness (including Acquired Debt);
and, the Company shall not issue any Disqualified Stock and shall not permit any
of its Restricted Subsidiaries to issue any shares of Preferred Stock other than
to the Company or another Restricted Subsidiary; provided, however, that this
Section shall not prohibit the incurrence of Permitted Debt; and, provided,
further, that the Company may incur Indebtedness (including Acquired Debt) or
issue Disqualified Stock, if the Fixed Charge Coverage Ratio for the Company's
most recently ended four full fiscal quarters for which internal financial
statements are available immediately preceding the date on which such additional
Indebtedness is incurred or such Disqualified Stock is issued would have been at
least 2.0 to 1, determined on a pro forma basis (including a pro forma
application of the Net Proceeds therefrom), as if the additional Indebtedness
had been incurred or Disqualified Stock had been issued, as the case may be, at
the beginning of such four-quarter period.

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

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

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

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

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

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


                                       37
<PAGE>
            (a) agreements governing Existing Indebtedness and Credit Facilities
as in effect on the Original Issuance Date and any amendments, modifications,
restatements, renewals, increases, supplements, refundings, replacements or
refinancings of those agreements, provided, that the amendments, modifications,
restatements, renewals, increases, supplements, refundings, replacement or
refinancings are no more restrictive, taken as a whole, with respect to such
dividend and other payment restrictions than those contained in those agreements
on the Original Issuance Date;

            (b) the Indenture and the Notes;

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

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

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

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

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

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

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

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

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


                                       38
<PAGE>
            Section 4.08. Limitation on Transactions with Affiliates. The
Company shall not, and shall not permit any of its Restricted Subsidiaries to,
make any material payment to, sell, lease, transfer or otherwise dispose of any
of its material properties or assets to, or purchase any material property or
assets from, or enter into or make or amend any material transaction, contract,
agreement, understanding, loan, advance or guarantee with, or for the benefit
of, any Affiliate (each of the foregoing actions, considered separately, an
"Affiliate Transaction"), unless

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

                  (ii) the Company delivers to the Trustee:

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

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

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

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

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

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

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

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


                                       39
<PAGE>
                  (F) Restricted Payments that are permitted by the provisions
            of Section 4.04 hereof.

            Section 4.09. Designation of Restricted and Unrestricted
Subsidiaries. The board of directors of the Company or the executive committee
thereof may designate any Restricted Subsidiary to be an Unrestricted Subsidiary
if such designation would not cause a Default. For purposes of making such
determination, all outstanding Investments by the Company and its Restricted
Subsidiaries (except to the extent repaid in cash) in the Subsidiary so
designated shall be deemed to be a Restricted Payment or Investment at the time
of such designation and shall be deemed to be either a Restricted Payment for
purposes of clause (ii)(C)(4) of paragraph (a) of Section 4.04 or a Permitted
Investment for purposes of clause (i) of the definition of Permitted Investment,
as elected by the Company. All such outstanding Investments shall be deemed to
constitute Investments in an amount equal to the fair market value of such
Investments at the time of such designation. Such designation shall only be
permitted if such Investment would be permitted at such time and if such
Restricted Subsidiary otherwise meets the definition of an Unrestricted
Subsidiary. The board of directors of the Company or the executive committee
thereof may designate any Unrestricted Subsidiary to be a Restricted Subsidiary
if such designation would not cause a Default or Event of Default.

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

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

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

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


                                       40
<PAGE>
            Section 4.13. Further Instruments and Acts. Upon request of the
Trustee, the Company and the Guarantor, if applicable, shall execute and deliver
such further instruments and do such further acts as may be reasonably necessary
or proper to carry out more effectively the purpose of this Supplemental
Indenture.

                                    ARTICLE V

                                SUCCESSOR COMPANY

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

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

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

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

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

                  (5) immediately after giving effect to such transaction or
            series of transactions on a pro forma basis, the Person surviving
            any such merger or consolidation shall have an Adjusted Total
            Shareholders' Equity in an amount


                                       41
<PAGE>
            which is not less than the Adjusted Total Shareholders' Equity of
            the Company immediately prior to such transaction or series of
            transactions.

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

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

                                   ARTICLE VI

                              DEFAULTS AND REMEDIES

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

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

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

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

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

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


                                       42
<PAGE>
                  (6) the Company, the Guarantor or any Restricted Subsidiary of
            the Company defaults under any mortgage, agreement indenture or
            instrument under which there may be issued or by which there may be
            secured, guaranteed or evidenced any Indebtedness for money borrowed
            by the Company, the Guarantor or any Restricted Subsidiary of the
            Company (or the payment of which is Guaranteed by the Company, the
            Guarantor or any Restricted Subsidiary of the Company) whether such
            Indebtedness or Guarantee existed on the Original Issuance Date, or
            is created after the Original Issuance Date, which default

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

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

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

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

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

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

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

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

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

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

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

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


                                       43
<PAGE>
                  (a)   is for relief against the Company, the Guarantor or
                        any other Significant Subsidiary in an involuntary
                        case in which it is the debtor;

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

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

                  (10) the Guarantor repudiates its obligations under the
            Subsidiary Guarantee or, except as permitted by this Indenture, the
            Subsidiary Guarantee is determined to be unenforceable or invalid or
            shall for any reason cease to be in full force and effect.

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

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

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

            Section 6.03.     Acceleration of Maturity.

            (a) If an Event of Default other than an Event of Default specified
in clause (8) or (9) of Section 6.01 occurs and is continuing with respect to
the Company or any Significant Subsidiary of the Company, the Trustee, or the
Holders of at least 25% in aggregate principal


                                       44
<PAGE>
amount of the Notes then Outstanding by written notice to the Company and the
Trustee, may declare due and payable 100% of the principal amount of all the
Notes then Outstanding plus any accrued and unpaid interest to the date of
payment. Upon a declaration of acceleration, such principal and accrued and
unpaid interest to the date of payment shall be immediately due and payable. If
an Event of Default specified in clause (8) or (9) of Section 6.01(a) occurs and
is continuing with respect to the Company or any Significant Subsidiary of the
Company, the principal amount of all Notes then Outstanding plus any accrued and
unpaid interest and Liquidated Damages, if any, to the date of payment shall
ipso facto become and be immediately due and payable without any declaration or
other act on the part of the Trustee or any Holder.

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

                                   ARTICLE VII

                       DISCHARGE OF INDENTURE; DEFEASANCE

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

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

            Section 7.03. Additional Conditions to Defeasance. The following
additional provisions shall apply to Section 4.6 of the Existing Indenture and,
except as indicated, will apply in addition to, and not in lieu of, the
conditions set forth in Section 4.6 of the Existing Indenture:

                  (i) any Government Obligations deposited pursuant to clause
            (a) of Section 4.6 of the Existing Indenture shall be non-callable
            obligations. The Company shall, upon making the deposit specified in
            such clause, indicate


                                       45
<PAGE>
            whether the Notes are being defeased to maturity or to a particular
            Redemption Date;

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

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

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

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

                                  ARTICLE VIII

                                   AMENDMENTS

            Section 8.01. Without Consent of Holders. In addition to the
purposes for which the Company, the Guarantor and the Trustee may amend the
Indenture without the consent of Holders as specified in Section 8.1 of the
Existing Indenture, the Company and the Trustee may enter into a supplemental
indenture for the purpose of providing for uncertificated Notes and may amend
the Indenture to comply with requirements of the Commission in order to effect
or maintain the qualification of the Indenture under the Trust Indenture Act.

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


                                       46
<PAGE>
for, Notes); and (ii) any existing default or compliance with any provision of
the Indenture or the Notes may be waived with the consent of the Holders of a
majority in aggregate principal amount of the Notes then Outstanding (including,
without limitation, consents obtained in connection with a purchase of, or
tender offer or exchange offer for, Notes).

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

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

                                   ARTICLE IX

                                  MISCELLANEOUS

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

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

            if to the Company or the Guarantor:

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

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

            if to the Trustee:

            State Street Bank and Trust Company
            Goodwin Square
            225 Asylum Street
            23rd Floor
            Hartford, CT  06103


                                       47
<PAGE>
            Attention:  Corporate Trust Administration
            Facsimile:  (860) 244-1889

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

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

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

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

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

            Section 9.07. No Personal Liability of Directors, Officers,
Employees and Shareholders. A director, officer, employee, incorporator or
shareholder, as such, of the Company shall not have any liability for any
obligations of the Company under the Notes or this Indenture or for any claim
based on, in respect of or by reason of such obligations or their creation. By
accepting a Note, each Holder shall waive and release all such liability. The
waiver and release shall be part of the consideration for the issue of the
Notes.

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

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


                                       48
<PAGE>
            Section 9.10. Table of Contents; Headings. The table of contents,
cross-reference sheet and headings of the Articles and Sections of this
Supplemental Indenture have been inserted for convenience of reference only, are
not intended to be considered a part hereof and shall not modify or restrict any
of the terms or provisions hereof.

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


                                       49
<PAGE>
            IN WITNESS WHEREOF, the parties have caused this Supplemental
Indenture to be duly executed as of the date first written above.

                                    CONSECO, INC.


                                    By: __________________________________
                                        Name:  William J. Shea
                                        Title:


                                    By: __________________________________
                                        Name:  James S. Adams
                                        Title:


                                    CIHC, INCORPORATED


                                    By: __________________________________
                                        Name:  Mark A. Ferrucci
                                        Title:    President



                                    STATE STREET BANK AND TRUST COMPANY, as
                                     Trustee


                                    By: __________________________________
                                        Name:
                                        Title:


                                       50
<PAGE>
                                                                     Exhibit A-1


                                [FORM OF NOTE]

                                 [Face of Note]


      THIS GLOBAL NOTE IS HELD BY THE DEPOSITORY (AS DEFINED IN THE INDENTURE
GOVERNING THIS SECURITY) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE
BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY
CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY
BE REQUIRED PURSUANT TO SECTION 3.6 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY
BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 3.14(a) OF THE
INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR
CANCELLATION PURSUANT TO SECTION 3.9 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE
MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITORY WITH THE PRIOR WRITTEN CONSENT OF
THE COMPANY.

      THIS NOTE AND THE GUARANTEE ENDORSED HEREON HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE
SECURITIES LAWS. NEITHER THIS NOTE NOR THE GUARANTEE ENDORSED HEREON NOR ANY
INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED,
PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION
OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS NOTE AND THE GUARANTEE
ENDORSED HEREON BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE
TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF
THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY
AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE AND THE GUARANTEE ENDORSED
HEREON (OR ANY PREDECESSOR OF THIS SECURITY AND THE GUARANTEE ENDORSED HEREON)
(THE "RESALE RESTRICTION TERMINATION DATE") ONLY (A) TO THE COMPANY OR ANY
SUBSIDIARY THEREOF, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE
PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON IT
REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A
THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT
OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE
SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S AND
THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR


                                       51
<PAGE>
TRANSFER (i) PURSUANT TO CLAUSE (D) PRIOR TO THE END OF THE 40-DAY DISTRIBUTION
COMPLIANCE PERIOD WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR
PURSUANT TO CLAUSE (E) PRIOR TO THE RESALE RESTRICTION TERMINATION DATE TO
REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER
INFORMATION SATISFACTORY TO EACH OF THEM, AND (ii) IN EACH OF THE FOREGOING
CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THIS
SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. THIS
LEGEND WILL BE REMOVED UPON THE REQUEST OF A HOLDER AFTER THE RESALE RESTRICTION
TERMINATION DATE.


                                       52
<PAGE>
                                CONSECO, INC.


                        10-3/4% SENIOR NOTES DUE 2009



No.  A-1  US$______________                           CUSIP

 1.   Principal and Interest; Method of Payment

      CONSECO, INC., a corporation duly organized and existing under the laws of
Indiana (herein called the "Company," which term includes any successor
corporation under the Indenture hereinafter referred to), for value received,
hereby promises to pay to Cede & Co. or registered assigns, the principal sum of
_______________ ($_______________) on June 15, 2009, and to pay interest thereon
from April 24, 2002 or from the most recent Interest Payment Date (as
hereinafter defined) to which interest has been paid or duly provided for, as
the case may be.

      Interest will be payable on June 15 and December 15 of each year (each an
"Interest Payment Date"), at the rate of 10-3/4% per annum, commencing June 15,
2002 (except as provided below) until the principal hereof becomes due and
payable. Interest payments will be made in an amount equal to the amount accrued
from and including the immediately preceding Interest Payment Date in respect of
which interest has been paid or duly made available for payment (or from and
including December 15, 2001, if no interest has been paid or duly made available
for payment) to but excluding the applicable Interest Payment Date or Stated
Maturity. The interest payable on June 15, 2002 will accrue from December 15,
2001. The interest so payable and punctually paid or duly provided for, on any
Interest Payment Date will, as provided in the Indenture, be paid to the Person
in whose name this Note (or one or more predecessor Securities) is registered at
the close of Business on the Regular Record Date for such interest payment,
which shall be the June 1 or December 1 (whether or not a Business Day), as the
case may be, next preceding such Interest Payment Date.

      The Company shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue principal and premium, if any,
from time to time on demand at a rate that is 1% per annum in excess of the rate
born by the Notes; it shall pay interest (including post-petition interest in
any proceeding under any Bankruptcy Law) on overdue installments of interest
from time to time on demand at the same rate to the extent lawful.

      If any Interest Payment Date(s) or the Stated Maturity falls on a day that
is not a Business Day, the required payment of principal, premium, if any,
and/or interest will be made on the next succeeding Business Day as if made on
the date such payment was due, and no interest will accrue on such payment for
the period from and after such Interest Payment Date or the Stated Maturity, as
the case may be, to the date of such payment on the next succeeding Business
Day.

      While this Security is represented by one or more global notes registered
in the name of the Depository or its nominee, the Company will cause payments of
principal of, premium, if


                                       53
<PAGE>
any, and interest on this Security to be made to the Depository or its nominee,
as the case may be, by wire transfer to the extent, in the funds and in the
manner required by agreements with, or regulations or procedures prescribed from
time to time by, the Depository or its nominee, and otherwise in accordance with
such agreements, regulations and procedures.

      The Company will make all payments in respect of the Notes (including
principal, premium and interest), by mailing a check to the registered address
of each Holder thereof; provided, however, that payments on the Notes may also
be made, by wire transfer to a Dollar account maintained by the payee with a
bank in the United States if such Holder elects payment by wire transfer by
giving written notice to the Trustee or the Paying Agent to such effect
designating such account no later than 30 days immediately preceding the
relevant due date for payment (or such other date as the Trustee may accept in
its discretion).

      The Company shall enter into an appropriate agency agreement with any
Registrar, Paying Agent or co-registrar not a party to the Indenture, which
shall incorporate the terms of the Trust Indenture Act. The agreement shall
implement the provisions of the Indenture that relate to such agent. The Company
shall notify the Trustee of the name and address of any such agent. If the
Company fails to maintain a Registrar or Paying Agent, the Trustee shall act as
such and shall be entitled to appropriate compensation therefor pursuant to
Section 6.9(a) of the Indenture. The Company or any of its domestically
incorporated Restricted Subsidiaries may act as Paying Agent, Registrar,
co-registrar or transfer agent.

      THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY OR BY
A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE
DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR OF THE
DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR.

      Unless the certificate of authentication hereon has been executed by the
Trustee referred to herein, or its successor as Trustee, or its Authenticating
Agent, by manual signature of an authorized signatory, this Security will not be
entitled to any benefit under the Indenture or be valid or obligatory for any
purpose.

 2.   Indenture.

      This Security is one of a duly authorized issue of securities of the
Company (the "Securities") issued under the Second Senior Indenture, dated as of
April 24, 2002, as amended by the First Senior Supplemental Indenture thereto
dated as of April 24, 2002 and as further amended from time to time (together,
the "Indenture"), between the Company and State Street Bank and Trust Company,
as trustee (the "Trustee") and is one of the "Notes" referred to in the First
Supplemental Indenture, to which Indenture, Second Senior Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of
the Company, the Trustee and the Holders of the Notes and of the terms upon
which the Notes are, and are to be, authenticated and delivered. This Note is
one of the Notes designated on the face hereof limited in aggregate principal
amount to $750,000,000.


                                       54
<PAGE>
3. Denomination; Transfer; Exchange.

      The Notes of this series are issuable only in global or certificated
registered form, without coupons, in denominations of $1,000 and integral
multiples thereof. As provided in the Indenture and subject to certain
limitations therein specified and to the limitations described below, if
applicable, Notes of this series are exchangeable for Notes of this series of
like aggregate principal amount of a different authorized denomination, as
requested by the Holder surrendering the same.

      As provided in the Indenture and subject to certain limitations therein
specified and to the limitations described below, if applicable, the transfer of
this Note is registerable in the Register upon surrender of this Note for
registration of transfer at the office or agency of the Company maintained for
that purpose duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Company and the Registrar duly executed by
the Holder hereof or his attorney duly authorized in writing, and thereupon one
or more new Notes of this series with like terms and conditions, of authorized
denominations and for the same aggregate principal amount, will be issued to the
designated transferee or transferees.

      This Note is exchangeable for certificated Notes only upon the terms and
conditions provided in the Indenture. Except as provided in the Indenture,
owners of beneficial interests in this Note will not be entitled to receive
physical delivery of Notes in certificated registered form and will not be
considered the Holders thereof for any purpose under the Indenture.

4. Optional Redemption.

      The Company may redeem the Notes, at its option, in whole or in part, at
any time or from time to time prior to their maturity at a redemption price
equal to the sum of the principal amount thereof, plus accrued and unpaid
interest (if any) and Liquidated Damages (if any) to the Redemption Date
(subject to the right of the Holder on the relevant Regular Record Date to
receive interest due on the relevant Interest Payment Date (plus the Applicable
Premium (if any).

      From and after June 15, 2005, this Note will be redeemable at the option
of the Company, in whole or in part, at any time or from time to time, upon not
less than 30 nor more than 60 days' notice, at the following Redemption Prices
(expressed in percentages of principal amount), plus accrued and unpaid interest
thereon and Liquidated Damages (if any) to the applicable Redemption Date
(subject to the right of the Holder on the relevant Regular Record Date to
receive interest due on the relevant Interest Payment Date), if redeemed during
the 12-month period commencing on June 15 of the years set forth below:

<TABLE>
<CAPTION>
        PERIOD                     REDEMPTION PRICE
<S>                                <C>
        2005                           105.375%
        2006                           102.688%
        2007 and thereafter            100.000%
</TABLE>


                                       55
<PAGE>
      In addition, at any time and from time to time prior to June 15, 2005, the
Company may redeem in the aggregate up to 35% of the aggregate principal amount
of the Notes then Outstanding with the proceeds of one or more Equity Offerings,
at a Redemption Price (expressed as a percentage of principal amount) of 110.75%
plus accrued and unpaid interest to the Redemption Date (subject to the right of
Holders on the relevant Regular Record Date to receive interest due on the
relevant Interest Payment Date); provided, that (i) at least 65% of the
aggregate principal amount of the Notes then Outstanding remain Outstanding
immediately after the occurrence of such redemption excluding Notes held by the
Company or any of its Subsidiaries and (ii) the redemption occurs within 45 days
of the date of the closing of such Equity Offering.

5. Repurchase At Option Of Holder.

      If a Change of Control occurs, each Holder shall have the right to require
the Company to make an offer (a "Change of Control Offer") to each Holder to
repurchase all or any part, equal to $1,000 or an integral multiple of $1,000,
of the Holder's Notes at an offer price in cash equal to 101% of the aggregate
principal amount of Notes repurchased, plus accrued and unpaid interest and
Liquidated Damages (if any), on Notes repurchased to the date fixed for
repurchase. In the event of a Change of Control, notice thereof will be given by
the Company to the Holders as provided in the Indenture. To exercise a
repurchase right, a Holder must surrender the Notes to be repurchased to the
Paying Agent as provided in the Indenture.

      If the Company or a Restricted Subsidiary consummates any Asset Sale, when
the aggregate amount of Excess Proceeds exceeds $50.0 million, the Company shall
make a pro rata offer to purchase (an "Asset Sale Offer") to all Holders of
Notes and all holders of other Indebtedness that is pari passu with the Notes
containing provisions similar to those set forth in the Indenture with respect
to offers to purchase or redeem with the proceeds of sales of assets to purchase
the maximum principal amount of Notes and such other pari passu Indebtedness
that may be purchased out of the Excess Proceeds. The offer price in any Asset
Sale Offer will be equal to 100% of principal amount plus accrued and unpaid
interest and Liquidated Damages (if any) to the date of purchase, and will be
payable in cash. If any Excess Proceeds remain after consummation of an Asset
Sale Offer, the Company may use those Excess Proceeds for any purpose not
otherwise prohibited by the Indenture. If the aggregate principal amount of
Notes and other pari passu Indebtedness tendered into such Asset Sale Offer
exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and
such other pari passu Indebtedness to be purchased on a pro rata basis. Upon
completion of each Asset Sale Offer, the amount of Excess Proceeds will be
deemed to have been reset at zero.

6. Restrictive Covenants.

      The Indenture imposes certain limitations on the ability of the Company
and its Restricted Subsidiaries to pay, among other things, dividends or make
other payments, consummate sales of assets, incur additional indebtedness and
issue preferred stock, create certain liens, enter into certain mergers and
consolidations and enter into certain transactions with affiliates.

7. Covenant Cancellation.


                                       56
<PAGE>
      When (i) the Notes have been rated as Investment Grade Securities by
either S&P or Moody's and (ii) no Default or Event of Default has occurred and
is continuing under the Indenture as of such time, the Company and the
Subsidiaries will not thereafter be subject to certain limitations imposed by
the Indenture, including restrictions on distributions of dividends or other
payments, consummations of sales of assets, incurrences of additional
indebtedness or issuances of preferred stock, entrances into certain mergers and
consolidations and entrances into certain transactions with affiliates.

8. Guarantee.

      The Company's obligations under the Notes are guaranteed, to the extent
permitted by law, on a senior subordinated basis by the Guarantor. The Guarantor
Obligations will, to the extent set forth in the Indenture, be subordinated in
right of payment to the prior payment in full, in cash, of all Senior Debt of
the Guarantor.

9. Provisions Applicable to Global Certificates.

      No service charge will be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

      Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Note is registered as the owner hereof for all
purposes, whether or not this Note be overdue and notwithstanding any notation
of ownership or other writing hereon, and none of the Company, the Trustee or
any such agent will be affected by notice to the contrary.

      This Note is in the form of a Global Security as provided in the
Indenture. If at any time the Depository notifies the Company that it is
unwilling or unable to continue as Depository for this Note or if at any time
the Depository for this series shall no longer be eligible or in good standing
under the Exchange Act, or other applicable statute or regulation, the Company
shall appoint a successor Depository with respect to this Note. If a successor
Depository for this Note is not appointed by the Company within 90 days after
the Company receives notice or becomes aware of such ineligibility, the Company
will execute, and the Trustee or its agent, upon receipt of a Company Request
for the authentication and delivery of certificates representing Notes of this
series in exchange for this Note will authenticate and deliver, certificates
representing securities of this series of like tenor and terms in an aggregate
principal amount equal to the principal amount of this Note in exchange for this
Note.

      If specified by the Company pursuant to the Indenture with respect to this
Note, the Depository may surrender this Note in exchange in whole or in part for
certificates representing Notes of this series of like tenor and terms in
definitive form on such terms as are acceptable to the Company and the
Depository. Thereupon the Company shall execute, and the trustee or its agent
shall authenticate and deliver, without a service charge, (1) to each Holder
specified by the Registrar or the Depository a certificate or certificates
representing Notes of this series of like tenor and terms and of any authorized
denomination as requested by such person in an aggregate principal amount equal
to and in exchange for such Holder's beneficial interest as specified by


                                       57
<PAGE>
the Registrar or the Depository in this Note; and (2) to the Depository a new
Global Security of like tenor and terms and in an authorized denomination equal
to the difference, if any, between the principal amount of the surrendered
Security and the aggregate principal amount of certificates representing Notes
delivered to Holders thereof.

      The Indenture and the Notes will be governed by and construed in
accordance with the laws of the State of New York.

      All terms used in this Note which are defined in the Indenture will have
the meanings assigned to them in the Indenture unless otherwise defined herein;
and all references in the Indenture to "Security" or "Securities" will be deemed
to include this Note.


                                       58
<PAGE>
             IN WITNESS WHEREOF, the Company has caused this Security to be
signed manually or by facsimile by its duly authorized officers.

Date: April 24, 2002                   CONSECO, INC.




                                By:
                                   ---------------------------------------------
                                   Name:  William J. Shea
                                   Title: President and
                                          Chief Operating Officer
SEAL
                                By:
                                   ---------------------------------------------
                                   Name:  James S. Adams
                                   Title: Senior Vice President,
                                          Chief Accounting Officer and
                                          Treasurer


            This is one of the Guaranteed Senior Notes due June 15, 2009
described in the within-mentioned Indenture.





Date: April 24, 2002            STATE STREET BANK AND TRUST COMPANY,
                                   as Trustee


                                By:
                                   ---------------------------------------------
                                   Name:  Michael M. Hopkins
                                   Title: Vice President


                                       59
<PAGE>
      ASSIGNMENT FORM

      FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE



PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF
ASSIGNEE



the within Security and all rights thereunder, hereby irrevocably constituting
and appointing attorney to transfer said Security on the books of the Company,
with full power of substitution in the premises.

Date:



-----------------------
      Signature





NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS
WRITTEN UPON THE FACE OF THE WITHIN INSTRUMENT IN EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.

      THE SIGNATURE(S) MUST BE GUARANTEED BY AN "ELIGIBLE GUARANTOR INSTITUTION"
THAT IS A MEMBER OR PARTICIPANT IN A "SIGNATURE GUARANTEE PROGRAM" (E.G., THE
SECURITIES TRANSFER AGENTS MEDALLION PROGRAM, THE STOCK EXCHANGE MEDALLION
PROGRAM OR THE NEW YORK STOCK EXCHANGE, INC. MEDALLION SIGNATURE PROGRAM).


                                       60
<PAGE>
                       OPTION OF HOLDER TO ELECT PURCHASE

      If you want to elect to have all or any part of this Note purchased by the
Company pursuant to Section 4.02 or Section 4.03 of the First Senior
Supplemental Indenture, check the appropriate box:

<TABLE>
<S>                                             <C>
            / / Section 4.02                    / / Section 4.03

            (Change of Control)                 (Asset Sale)
</TABLE>



      If you want to have only part of the Security purchased by the Company
pursuant to Section 4.02 or Section 4.03 of the First Senior Supplemental
Indenture, state the amount you elect to have purchased:

$__________________

Date:______________

                                    Your Signature:_____________________________
                                    (Sign exactly as your name appears on the
                                    face of this Note)




Signature Guarantee.*

------------
*     Participant in a recognized Signature Guarantee Medallion Program (or
      other signature guarantor acceptable to the Trustee).


                                       61
<PAGE>
            SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE

            The following exchanges of a part of this Global Note for an
interest in another Global Note or for a Restricted Global Note, or exchanges of
a part of another Global Note or Restricted Global Note for an interest in this
Global Note, have been made:

<TABLE>
<CAPTION>
                                                                            Principal Amount at
                      Amount of Decrease in      Amount of Increase in      Maturity                     Signature of
                      Principal Amount at        Principal Amount at        of this Global Security      Authorized Officer
                      Maturity                   Maturity                   Following such               of Trustee or
Date of Exchange      of this Global Security    of this Global Security    decrease (or increase)       Security Custodian
----------------      -----------------------    -----------------------    ----------------------       ------------------
<S>                   <C>                        <C>                        <C>                          <C>



</TABLE>


                                       62
<PAGE>
                                                                     Exhibit A-2


                                [FORM OF NOTE]

                                 [Face of Note]

      THIS GLOBAL NOTE IS HELD BY THE DEPOSITORY (AS DEFINED IN THE INDENTURE
GOVERNING THIS SECURITY) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE
BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY
CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY
BE REQUIRED PURSUANT TO SECTION 3.6 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY
BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 3.14(a) OF THE
INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR
CANCELLATION PURSUANT TO SECTION 3.9 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE
MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITORY WITH THE PRIOR WRITTEN CONSENT OF
THE COMPANY.

      THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE
CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFIED NOTES, ARE AS
SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN). NEITHER THE HOLDER NOR THE
BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL NOTE SHALL BE ENTITLED
TO RECEIVE PAYMENT OF INTEREST HEREON.

      THIS NOTE AND THE GUARANTEE ENDORSED HEREON HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE
SECURITIES LAWS. NEITHER THIS NOTE NOR THE GUARANTEE ENDORSED HEREON NOR ANY
INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED,
PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION
OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS NOTE AND THE GUARANTEE
ENDORSED HEREON BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE
TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF
THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY
AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE AND THE GUARANTEE ENDORSED
HEREON (OR ANY PREDECESSOR OF THIS SECURITY AND THE GUARANTEE ENDORSED HEREON)
(THE "RESALE RESTRICTION TERMINATION DATE") ONLY (A) TO THE COMPANY OR ANY
SUBSIDIARY THEREOF, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE
PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON IT
REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A
THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER TO WHOM NOTICE IS


                                       63
<PAGE>
GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO
OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN
THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER
AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT,
SUBJECT TO THE COMPANY'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE
OR TRANSFER (i) PURSUANT TO CLAUSE (D) PRIOR TO THE END OF THE 40-DAY
DISTRIBUTION COMPLIANCE PERIOD WITHIN THE MEANING OF REGULATION S UNDER THE
SECURITIES ACT OR PURSUANT TO CLAUSE (E) PRIOR TO THE RESALE RESTRICTION
TERMINATION DATE TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION
AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND (ii) IN EACH OF THE
FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING
ON THIS NOTE IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. THIS
LEGEND WILL BE REMOVED UPON THE REQUEST OF A HOLDER AFTER THE RESALE RESTRICTION
TERMINATION DATE.


                                       64
<PAGE>
                                CONSECO, INC.


                        10-3/4% SENIOR NOTES DUE 2009



No.  S-1  US$______________                                     CUSIP U20880 AF4

1.  Principal and Interest; Method of Payment

      CONSECO, INC., a corporation duly organized and existing under the laws of
Indiana (herein called the "Company," which term includes any successor
corporation under the Indenture hereinafter referred to), for value received,
hereby promises to pay to Cede & Co. or registered assigns, the principal sum of
_______________ ($_______________) on June 15, 2009, and to pay interest thereon
from April 24, 2002 or from the most recent Interest Payment Date (as
hereinafter defined) to which interest has been paid or duly provided for, as
the case may be.

      Interest will be payable on June 15 and December 15 of each year (each an
"Interest Payment Date"), at the rate of 10-3/4% per annum, commencing June 15,
2002 (except as provided below) until the principal hereof becomes due and
payable. Interest payments will be made in an amount equal to the amount accrued
from and including the immediately preceding Interest Payment Date in respect of
which interest has been paid or duly made available for payment (or from and
including the date of issue, if no interest has been paid or duly made available
for payment) to but excluding the applicable Interest Payment Date or Stated
Maturity. The interest so payable and punctually paid or duly provided for, on
any Interest Payment Date will, as provided in the Indenture, be paid to the
Person in whose name this Note (or one or more predecessor Securities) is
registered at the close of Business on the Regular Record Date for such interest
payment, which shall be the June 1 or December 1 (whether or not a Business
Day), as the case may be, next preceding such Interest Payment Date.

      The Company shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue principal and premium, if any,
from time to time on demand at a rate that is 1% per annum in excess of the rate
born by the Notes; it shall pay interest (including post-petition interest in
any proceeding under any Bankruptcy Law) on overdue installments of interest
from time to time on demand at the same rate to the extent lawful.

      If any Interest Payment Date(s) or the Stated Maturity falls on a day that
is not a Business Day, the required payment of principal, premium, if any,
and/or interest will be made on the next succeeding Business Day as if made on
the date such payment was due, and no interest will accrue on such payment for
the period from and after such Interest Payment Date or the Stated Maturity, as
the case may be, to the date of such payment on the next succeeding Business
Day.

      While this Security is represented by one or more global notes registered
in the name of the Depository or its nominee, the Company will cause payments of
principal of, premium, if any, and interest on this Security to be made to the
Depository or its nominee, as the case may


                                       65
<PAGE>
be, by wire transfer to the extent, in the funds and in the manner required by
agreements with, or regulations or procedures prescribed from time to time by,
the Depository or its nominee, and otherwise in accordance with such agreements,
regulations and procedures.

      The Company will make all payments in respect of the Notes (including
principal, premium and interest), by mailing a check to the registered address
of each Holder thereof; provided, however, that payments on the Notes may also
be made, by wire transfer to a Dollar account maintained by the payee with a
bank in the United States if such Holder elects payment by wire transfer by
giving written notice to the Trustee or the Paying Agent to such effect
designating such account no later than 30 days immediately preceding the
relevant due date for payment (or such other date as the Trustee may accept in
its discretion).

      The Company shall enter into an appropriate agency agreement with any
Registrar, Paying Agent or co-registrar not a party to the Indenture, which
shall incorporate the terms of the Trust Indenture Act. The agreement shall
implement the provisions of the Indenture that relate to such agent. The Company
shall notify the Trustee of the name and address of any such agent. If the
Company fails to maintain a Registrar or Paying Agent, the Trustee shall act as
such and shall be entitled to appropriate compensation therefor pursuant to
Section 6.9(a) of the Indenture. The Company or any of its domestically
incorporated Restricted Subsidiaries may act as Paying Agent, Registrar,
co-registrar or transfer agent.

      THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY OR BY
A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE
DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR OF THE
DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR.

      Unless the certificate of authentication hereon has been executed by the
Trustee referred to herein, or its successor as Trustee, or its Authenticating
Agent, by manual signature of an authorized signatory, this Security will not be
entitled to any benefit under the Indenture or be valid or obligatory for any
purpose.

2.  Indenture.

      This Security is one of a duly authorized issue of securities of the
Company (the "Securities") issued under the Second Senior Indenture, dated as of
April 24, 2002, as amended by the First Senior Supplemental Indenture thereto
dated as of April 24, 2002 and as further amended from time to time (together,
the "Indenture"), between the Company and State Street Bank and Trust Company,
as trustee (the "Trustee") and is one of the "Notes" referred to in the First
Supplemental Indenture, to which Indenture, Second Senior Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of
the Company, the Trustee and the Holders of the Notes and of the terms upon
which the Notes are, and are to be, authenticated and delivered. This Note is
one of the Notes designated on the face hereof limited in aggregate principal
amount to $750,000,000.


                                       66
<PAGE>
3.  Denomination; Transfer; Exchange.

      The Notes of this series are issuable only in global or certificated
registered form, without coupons, in denominations of $1,000 and integral
multiples thereof. As provided in the Indenture and subject to certain
limitations therein specified and to the limitations described below, if
applicable, Notes of this series are exchangeable for Notes of this series of
like aggregate principal amount of a different authorized denomination, as
requested by the Holder surrendering the same.

      As provided in the Indenture and subject to certain limitations therein
specified and to the limitations described below, if applicable, the transfer of
this Note is registerable in the Register upon surrender of this Note for
registration of transfer at the office or agency of the Company maintained for
that purpose duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Company and the Registrar duly executed by
the Holder hereof or his attorney duly authorized in writing, and thereupon one
or more new Notes of this series with like terms and conditions, of authorized
denominations and for the same aggregate principal amount, will be issued to the
designated transferee or transferees.

      This Note is exchangeable for certificated Notes only upon the terms and
conditions provided in the Indenture. Except as provided in the Indenture,
owners of beneficial interests in this Note will not be entitled to receive
physical delivery of Notes in certificated registered form and will not be
considered the Holders thereof for any purpose under the Indenture.

4.  Optional Redemption.

      The Company may redeem the Notes, at its option, in whole or in part, at
any time or from time to time prior to their maturity at a redemption price
equal to the sum of the principal amount thereof, plus accrued and unpaid
interest (if any) and Liquidated Damages (if any) to the Redemption Date
(subject to the right of the Holder on the relevant Regular Record Date to
receive interest due on the relevant Interest Payment Date (plus the Applicable
Premium (if any).

      Except as set forth in paragraphs 4(b) below, the Company shall not have
the option to redeem the Securities prior to June 15, 2005. From and after June
15, 2005, this Note will be redeemable at the option of the Company, in whole or
in part, at any time or from time to time, upon not less than 30 nor more than
60 days' notice, at the following Redemption Prices (expressed in percentages of
principal amount), plus accrued and unpaid interest thereon and Liquidated
Damages (if any) to the applicable Redemption Date (subject to the right of the
Holder on the relevant Regular Record Date to receive interest due on the
relevant Interest Payment Date), if redeemed during the 12-month period
commencing on June 15 of the years set forth below:

<TABLE>
<CAPTION>
        PERIOD                     REDEMPTION PRICE
<S>                                <C>
        2005                           105.375%
        2006                           102.688%
        2007 and thereafter            100.000%
</TABLE>


                                       67
<PAGE>
      In addition, at any time and from time to time prior to June 15, 2004, the
Company may redeem in the aggregate up to 35% of the aggregate principal amount
of the Notes then Outstanding with the proceeds of one or more Equity Offerings,
at a Redemption Price (expressed as a percentage of principal amount) of 110.75%
plus accrued and unpaid interest to the Redemption Date (subject to the right of
Holders on the relevant Regular Record Date to receive interest due on the
relevant Interest Payment Date); provided, that (i) at least 65% of the
aggregate principal amount of the Notes then Outstanding remain Outstanding
immediately after the occurrence of such redemption excluding Notes held by the
Company or any of its Subsidiaries and (ii) the redemption occurs within 45 days
of the date of the closing of such Equity Offering.

5.  Repurchase At Option Of Holder.

      If a Change of Control occurs, each Holder shall have the right to require
the Company to make an offer (a "Change of Control Offer") to each Holder to
repurchase all or any part, equal to $1,000 or an integral multiple of $1,000,
of the Holder's Notes at an offer price in cash equal to 101% of the aggregate
principal amount of Notes repurchased, plus accrued and unpaid interest and
Liquidated Damages (if any), on Notes repurchased to the date fixed for
repurchase. In the event of a Change of Control, notice thereof will be given by
the Company to the Holders as provided in the Indenture. To exercise a
repurchase right, a Holder must surrender the Notes to be repurchased to the
Paying Agent as provided in the Indenture.

      If the Company or a Restricted Subsidiary consummates any Asset Sale, when
the aggregate amount of Excess Proceeds exceeds $50.0 million, the Company shall
make a pro rata offer to purchase (an "Asset Sale Offer") to all Holders of
Notes and all holders of other Indebtedness that is pari passu with the Notes
containing provisions similar to those set forth in the Indenture with respect
to offers to purchase or redeem with the proceeds of sales of assets to purchase
the maximum principal amount of Notes and such other pari passu Indebtedness
that may be purchased out of the Excess Proceeds. The offer price in any Asset
Sale Offer will be equal to 100% of principal amount plus accrued and unpaid
interest and Liquidated Damages (if any) to the date of purchase, and will be
payable in cash. If any Excess Proceeds remain after consummation of an Asset
Sale Offer, the Company may use those Excess Proceeds for any purpose not
otherwise prohibited by the Indenture. If the aggregate principal amount of
Notes and other pari passu Indebtedness tendered into such Asset Sale Offer
exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and
such other pari passu Indebtedness to be purchased on a pro rata basis. Upon
completion of each Asset Sale Offer, the amount of Excess Proceeds will be
deemed to have been reset at zero.

6.  Restrictive Covenants.

      The Indenture imposes certain limitations on the ability of the Company
and its Restricted Subsidiaries to pay, among other things, dividends or make
other payments,


                                       68
<PAGE>
consummate sales of assets, incur additional indebtedness and issue preferred
stock, create certain liens, enter into certain mergers and consolidations and
enter into certain transactions with affiliates.

7.  Covenant Cancellation.

      When (i) the Notes have been rated as Investment Grade Securities by
either S&P or Moody's and (ii) no Default or Event of Default has occurred and
is continuing under the Indenture as of such time, the Company and the
Subsidiaries will not thereafter be subject to certain limitations imposed by
the Indenture, including restrictions on distributions of dividends or other
payments, consummations of sales of assets, incurrences of additional
indebtedness or issuances of preferred stock, entrances into certain mergers and
consolidations and entrances into certain transactions with affiliates.

8.  Guarantee.

      The Company's obligations under the Notes are guaranteed, to the extent
permitted by law, on a senior subordinated basis by the Guarantor. The Guarantor
Obligations will, to the extent set forth in the Indenture, be subordinated in
right of payment to the prior payment in full, in cash, of all Senior Debt of
the Guarantor.

9.  Provisions Applicable to Global Certificates.

      No service charge will be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

      Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Note is registered as the owner hereof for all
purposes, whether or not this Note be overdue and notwithstanding any notation
of ownership or other writing hereon, and none of the Company, the Trustee or
any such agent will be affected by notice to the contrary.

      This Note is in the form of a Global Security as provided in the
Indenture. If at any time the Depository notifies the Company that it is
unwilling or unable to continue as Depository for this Note or if at any time
the Depository for this series shall no longer be eligible or in good standing
under the Exchange Act, or other applicable statute or regulation, the Company
shall appoint a successor Depository with respect to this Note. If a successor
Depository for this Note is not appointed by the Company within 90 days after
the Company receives notice or becomes aware of such ineligibility, the Company
will execute, and the Trustee or its agent, upon receipt of a Company Request
for the authentication and delivery of certificates representing Notes of this
series in exchange for this Note will authenticate and deliver, certificates
representing securities of this series of like tenor and terms in an aggregate
principal amount equal to the principal amount of this Note in exchange for this
Note.


                                       69
<PAGE>
      If specified by the Company pursuant to the Indenture with respect to this
Note, the Depository may surrender this Note in exchange in whole or in part for
certificates representing Notes of this series of like tenor and terms in
definitive form on such terms as are acceptable to the Company and the
Depository. Thereupon the Company shall execute, and the trustee or its agent
shall authenticate and deliver, without a service charge, (1) to each Holder
specified by the Registrar or the Depository a certificate or certificates
representing Notes of this series of like tenor and terms and of any authorized
denomination as requested by such person in an aggregate principal amount equal
to and in exchange for such Holder's beneficial interest as specified by the
Registrar or the Depository in this Note; and (2) to the Depository a new Global
Security of like tenor and terms and in an authorized denomination equal to the
difference, if any, between the principal amount of the surrendered Security and
the aggregate principal amount of certificates representing Notes delivered to
Holders thereof.

      The Indenture and the Notes will be governed by and construed in
accordance with the laws of the State of New York.

      All terms used in this Note which are defined in the Indenture will have
the meanings assigned to them in the Indenture unless otherwise defined herein;
and all references in the Indenture to "Security" or "Securities" will be deemed
to include this Note.


                                       70
<PAGE>
            IN WITNESS WHEREOF, the Company has caused this Security to be
signed manually or by facsimile by its duly authorized officers.

Date: April 24, 2002                   CONSECO, INC.




                                By:
                                   ---------------------------------------------
                                   Name:  William J. Shea
                                   Title: President and
                                          Chief Operating Officer
SEAL
                                By:
                                   ---------------------------------------------
                                   Name:  James S. Adams
                                   Title: Senior Vice President,
                                          Chief Accounting Officer and
                                          Treasurer


            This is one of the Guaranteed Senior Notes due June 15, 2009
described in the within-mentioned Indenture.





Date: April 24, 2002            STATE STREET BANK AND TRUST COMPANY,
                                   as Trustee


                                By:
                                   ---------------------------------------------
                                   Name:  Michael M. Hopkins
                                   Title: Vice President


                                       71
<PAGE>
      ASSIGNMENT FORM

      FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE



PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF
ASSIGNEE



the within Security and all rights thereunder, hereby irrevocably constituting
and appointing attorney to transfer said Security on the books of the Company,
with full power of substitution in the premises.

Date:



-----------------------
      Signature





NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS
WRITTEN UPON THE FACE OF THE WITHIN INSTRUMENT IN EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.

      THE SIGNATURE(S) MUST BE GUARANTEED BY AN "ELIGIBLE GUARANTOR INSTITUTION"
THAT IS A MEMBER OR PARTICIPANT IN A "SIGNATURE GUARANTEE PROGRAM" (E.G., THE
SECURITIES TRANSFER AGENTS MEDALLION PROGRAM, THE STOCK EXCHANGE MEDALLION
PROGRAM OR THE NEW YORK STOCK EXCHANGE, INC. MEDALLION SIGNATURE PROGRAM).


                                       72
<PAGE>
                       OPTION OF HOLDER TO ELECT PURCHASE

      If you want to elect to have all or any part of this Note purchased by the
Company pursuant to Section 4.02 or Section 4.03 of the First Senior
Supplemental Indenture, check the appropriate box:


<TABLE>
<S>                                             <C>
            / /  Section 4.02                   / /  Section 4.03

            (Change of Control)                 (Asset Sale)
</TABLE>



      If you want to have only part of the Security purchased by the Company
pursuant to Section 4.02 or Section 4.03 of the First Senior Supplemental
Indenture, state the amount you elect to have purchased:

$__________________

Date:______________

                                    Your Signature:_____________________________
                                    (Sign exactly as your name appears on the
                                    face of this Note)




Signature Guarantee.*

--------

*     Participant in a recognized Signature Guarantee Medallion Program (or
      other signature guarantor acceptable to the Trustee).


                                       73
<PAGE>
         SCHEDULE OF EXCHANGES OF REGULATION S TEMPORARY GLOBAL NOTE

            The following exchanges of a part of this Regulation S Temporary
Global Note for an interest in another Global Note or of other Restricted Global
Notes for an interest in this Regulation S Temporary Global Note, have been
made:
<TABLE>
<CAPTION>
                                                                          Principal Amount at
                   Amount of Decrease in      Amount of Increase in       Maturity                    Signature of
                   Principal Amount at        Principal Amount at         of this Global Security     Authorized Officer
                   Maturity                   Maturity                    Following such              of Trustee or
Date of Exchange   of this Global Security    of this Global Security     decrease (or increase)      Security Custodian
----------------   -----------------------    -----------------------     ----------------------      ------------------
<S>                <C>                        <C>                         <C>                         <C>



</TABLE>


                                       74
<PAGE>
                                                                       Exhibit B


                        [FORM OF SUBSIDIARY GUARANTEE]

            For value received, the Guarantor (which term includes any successor
Person under the Indenture, dated as of April 24, 2002 (the "Indenture"), among
Conseco, Inc., the Guarantor and State Street Bank and Trust Company, as trustee
(the "Trustee")) has, jointly and severally, unconditionally guaranteed, to the
extent set forth in the Indenture and subject to the provisions thereof, (a) the
due and punctual payment of the principal of, premium, if any, interest and
Liquidated Damages, if any, on the Securities (as defined in the Indenture),
whether at maturity, by acceleration, redemption or otherwise, the due and
punctual payment of interest on overdue principal and premium, and, to the
extent permitted by law, interest, and the due and punctual performance of all
other obligations of the Company to the Holders or the Trustee all in accordance
with the terms of the Indenture and (b) in case of any extension of time of
payment or renewal of any Securities or any of such other obligations, that the
same will be promptly paid in full when due or performed in accordance with the
terms of the extension or renewal, whether at stated maturity, by acceleration
or otherwise. The obligations of the Guarantor to the Holders of Securities and
to the Trustee pursuant to the Subsidiary Guarantee and the Indenture are
expressly set forth in Articles 12 and 13 of the Indenture and reference is
hereby made to the Indenture for the precise terms of the Subsidiary Guarantee.
Each Holder of a Security, by accepting the same, (a) agrees to and shall be
bound by such provisions, (b) authorizes and directs the Trustee, on behalf of
such Holder, to take such action as may be necessary or appropriate to
effectuate the subordination as provided in the Indenture and (c) appoints the
Trustee attorney-in-fact of such Holder for such purpose.


                                    [Name of Guarantor]



                                    By:
                                        ----------------------------------------
                                        Name:
                                        Title: Authorized Signatory


                                    Attested:



                                    By:
                                        ----------------------------------------
                                        Name:
                                        Title: Secretary


                                       75