<PAGE>
                                                                     Exhibit 4.7

                  9% Guaranteed Senior Notes due April 15, 2008

                           Dated as of April 24, 2002

                                Terms Resolution

         THE UNDERSIGNED, William J. Shea, President and Chief Operations
Officer of Conseco, Inc., an Indiana corporation (the "Company"), and James S.
Adams, Senior Vice President, Chief Accounting Officer and Treasurer of the
Company, being two of the "Designated Officers" of the Company authorized by the
resolution adopted by the Executive Committee of the Board of Directors on March
18, 2002, by authorization granted to it by the Board of Directors (the
"Resolution"), to establish the form and terms of the Notes (as hereinafter
defined) and to take, on behalf of the Company, certain other action with
respect to the Notes (the "Designated Officers"), do hereby adopt and execute,
on behalf of the Company the following preamble and resolution:

                           WHEREAS, pursuant to the Resolution the Designated
                  Officers have been authorized to, among other things, (i)
                  determine, authorize and fix the terms of a series of
                  Securities of the Company in an aggregate principal amount up
                  to such aggregate principal amount as shall be sold at an
                  aggregate initial offering price not exceeding $2,540,299,000,
                  (ii) negotiate, execute and deliver one or more underwriting
                  agreements, distribution agreements, terms agreements, pricing
                  agreements or purchase agreements relating to such Securities,
                  and (iii) take all such further action as the Designated
                  Officers may deem to be necessary or advisable to carry out
                  the purpose and intent of the Resolution which relate to the
                  offering of such Securities;

                  NOW, THEREFORE, BE IT RESOLVED that:

         Pursuant to Section 3.1 of the Senior Indenture dated as of April 24,
2002 (the "Indenture"), among the Company, CIHC, Incorporated, as guarantor, and
State Street Bank and Trust Company, as trustee (the "Trustee"), and pursuant to
the Resolution, there is hereby established a series (as that term is used in
Section 3.1 of the Indenture) of Securities to be issued under the Indenture,
and, in addition to the terms provided in the Indenture, such series of
Securities shall have the following terms:
<PAGE>
         1. The title of the Securities of the series is 9% Guaranteed Senior
Notes due October 15, 2008 (the "Notes").

         2. The limit upon the aggregate principal amount of the Notes which may
be authenticated and delivered on the date hereof or from time to time under the
Indenture (except for Notes authenticated and delivered upon transfer of, or in
exchange for, or in lieu of, other Notes pursuant to Sections 3.4, 3.5, 3.6,
3.14, 8.6 or 10.7 of the Indenture) shall be $550,000,000. The Notes issued on
the date hereof and any additional Notes subsequently issued pursuant to the
Indenture would be treated as a single class for all purposes under the
Indenture.

         3. The Notes shall bear interest at a fixed rate of 9% per annum.
Interest shall be payable semi-annually on April 15 and October 15 of each year,
commencing, April 15, 2002. The interest payable on October 15, 2002 will accrue
from April 15, 2002.

         4. The date on which the principal of the Note is payable shall be
April 15, 2008.

         5. Pursuant to Section 2.1 of the Indenture and pursuant to the
Resolution, the form of Notes attached hereto as Annex A-1 and A-2 is hereby
established as the form of the Notes.

         6. Each Note shall be represented by a global note (a "Book-Entry
Note") registered in the name of a U.S. Depositary, which shall be The
Depository Trust Company, or its nominee.

         7. 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 Indenture. Pursuant to Section 2.1 of the Indenture and
pursuant to the Resolution, the form of the Subsidiary Guarantee attached hereto
as Annex B is hereby established as the form of the Subsidiary Guarantee.

         8. The Notes will be redeemable as a whole or in part at the option of
the Company at any time, at a redemption price equal to the sum of (a) the
greater of (i) 100% of the principal amount of such Notes and (ii) the sum of
the present values of the remaining scheduled payments of principal and interest
thereon from the redemption date to the date of Maturity, computed by
discounting such payments, in each case, to the redemption date on a semiannual
basis (assuming a 360-day year consisting of twelve 30-day months) at the
Treasury Rate, plus 25 basis points, plus (b) accrued and unpaid interest on the
principal amount thereof to the date of redemption.


                                       2
<PAGE>
         Definitions

                  "Treasury Rate" means, with respect to any redemption date,
         the rate per annum equal to the semi-annual equivalent yield to
         maturity of the Comparable Treasury Issue, assuming a price for the
         Comparable Treasury Issue (expressed as a percentage of its principal
         amount) equal to the Comparable Treasury Price for such redemption
         date.

                  "Comparable Treasury Issue" means the United States Treasury
         security selected by an Independent Investment Banker as having a
         maturity comparable to the remaining term of the Notes to be redeemed
         that would be utilized, at the time of selection and in accordance with
         customary financial practice, in pricing new issues of corporate debt
         securities of comparable maturity to the remaining terms of such Notes.
         "Independent Investment Banker" means one of the Reference Treasury
         Dealers appointed by the Trustee after consultation with the Company.

                  "Comparable Treasury Price" means, with respect to any
         redemption date, (i) the average of the bid and asked prices for the
         Comparable Treasury Issue (expressed in each case as a percentage of
         its principal amount) on the third Business Day preceding such
         redemption date, as set forth in the daily statistical release (or any
         successor release) published by the Federal Reserve Bank of New York
         and designated "Composite 3:30 p.m. Quotations for U.S. Government
         Securities" or (ii) if such release (or any successor release) is not
         published or does not contain such prices on such Business Day, the
         average of the Reference Treasury Dealer Quotations actually obtained
         by the Trustee for such redemption date. "Reference Treasury Dealer
         Quotations" means, with respect to each Reference Treasury Dealer and
         any redemption date, the average, as determined by the Trustee, of the
         bid and asked prices for the Comparable Treasury Issue (expressed in
         each case as a percentage of its principal amount) quoted in writing to
         the Trustee by such Reference Treasury Dealer at 5:00 p.m. (New York
         City time) on the third Business Day preceding such redemption date.

                  "Reference Treasury Dealer" means each of Chase Securities
         Inc., Lehman Brothers Inc., Credit Suisse First Boston Corporation,
         Merrill Lynch, Pierce, Fenner & Smith Incorporated and Warburg Dillon
         Read LLC and their respective successors; provided, however, that if
         any of the foregoing shall cease to be a primary U.S. Government
         securities dealer in New York City (a "Primary Treasury Dealer"), the
         Company may substitute therefor another Primary Treasury Dealer.

         9. The denominations of Notes shall be $1,000 and any integral
multiples in excess thereof.

         10. The Notes shall be issuable only as Registered Securities, without
coupons.

         11. The Notes shall be denominated, and principal of and premium, if
any, and interest on the Notes shall be payable, in United States Dollars.

         12. Pursuant to Section 9.2 of the Indenture and this Terms Resolution,
(i) the Company hereby appoints State Street Bank and Trust Company at its
principal corporate trust office located in Hartford, Connecticut (which office
or agency shall initially be located at Goodwin


                                       3
<PAGE>
Square, 225 Asylum Street, 23rd Floor, Hartford, Connecticut 06130, Attn:
Corporate Trust Administration) (the "Trustee's Office"), as Paying Agent,
Registrar and transfer agent for the Notes; and (ii) the Trustee's Office is
hereby designated as an office or agency where Notes may be presented or
surrendered for payment, where Notes may be surrendered for registration of
transfer or exchange and where notices and demands to or upon the Company in
respect of the Notes and the Indenture may be served.

         13. The following covenants and definitions are provided with respect
to the Notes:

                  Covenants:

                           (1) Limitation on Issuance or Disposition of Stock of
                  Significant Subsidiaries. The Company will not, nor will it
                  permit any Significant Subsidiary to, issue, sell or otherwise
                  dispose of any shares of Capital Stock (other than non-voting
                  Preferred Stock) of any Significant Subsidiary, except for (i)
                  directors' qualifying shares; (ii) sales or other dispositions
                  to the Company or to one or more wholly-owned Significant
                  Subsidiaries; (iii) the sale or other disposition of all or
                  any part of the Capital Stock of any Significant Subsidiary
                  for consideration which is at least equal to the fair value of
                  such Capital Stock as determined by the Company's board of
                  directors (acting in good faith); or (iv) any issuance, sale,
                  assignment, transfer or other disposition made in compliance
                  with an order of a court or regulatory authority of competent
                  jurisdiction, other than an order issued at the request of the
                  Company or any Significant Subsidiary.

                           (2) Limitation on Liens. Except as provided below,
                  neither the Company nor any Significant Subsidiary may incur,
                  issue, assume or guarantee any Indebtedness secured by a Lien
                  on any property or assets of the Company or any Significant
                  Subsidiary, or any shares of Capital Stock of any Significant
                  Subsidiary, without effectively providing that the Notes
                  (together with, if the Company shall so determine, any other
                  Indebtedness which is not subordinated to the Notes) shall be
                  secured equally and ratably with (or prior to) such
                  Indebtedness, so long as such Indebtedness shall be so
                  secured; provided, however, that this covenant shall not apply
                  to Indebtedness secured by (i) Liens existing on the date of
                  this Terms Resolution; (ii) Liens on property of, or on any
                  shares of stock of, any corporation existing at the time such
                  corporation becomes a Significant Subsidiary or merges into or
                  consolidates with the Company or a Significant Subsidiary;
                  (iii) Liens on property or on shares of stock existing at the
                  time of acquisition thereof by the Company or any Significant
                  Subsidiary; (iv) Liens to secure the financing of the
                  acquisition, construction or improvement of property, or the
                  acquisition of shares of stock by the Company or any
                  Significant Subsidiary,


                                       4
<PAGE>
                  provided that such Liens are created not later than one year
                  after such acquisition or, in the case of property, no later
                  than one year after completion of construction or commencement
                  of commercial operation, whichever is later, are limited to
                  the property acquired, constructed or improved or the shares
                  of stock acquired and do not secure indebtedness in excess of
                  the cost of such acquisition, construction or improvement; (v)
                  Liens in favor of the Company or any Subsidiary; (vi) Liens in
                  favor of, or required by, governmental authorities; and (vii)
                  any extension, renewal or replacement as a whole or in part,
                  of any Lien referred to in the foregoing clauses (i) to (vi)
                  inclusive; provided, however, that (a) such extension, renewal
                  or replacement Lien shall be limited to all or a part of the
                  same property or shares of stock that secured the Lien
                  extended, renewed or replaced and (b) the Indebtedness secured
                  by such Lien at such time is not so increased.

                           The restrictions in the immediately preceding
                  paragraph do not apply if, immediately after the incurrence,
                  issuance, assumption or guarantee of any Indebtedness secured
                  by a Lien, the aggregate principal amount of such secured
                  Indebtedness (other than the Indebtedness secured by Liens
                  described in clauses (i) to (vii), inclusive, of the
                  immediately preceding paragraph) would not exceed 10% of
                  Consolidated Capitalization.

                           Definitions

                           "Capital Lease Obligations" of a Person means any
                  obligation that is required to be classified and accounted for
                  as a capital lease on the face of a balance sheet of such
                  person prepared in accordance with generally accepted
                  accounting principles; the amount of such obligations shall be
                  the capitalized amount thereof, determined in accordance with
                  generally accepted accounting principles; and the Stated
                  Maturity thereof shall be the date of the last payment of rent
                  or any other amount due under such lease prior to the first
                  date upon which such lease may be terminated by the lessee
                  without payment of a penalty.

                           "Capital Stock" means any and all shares, interests,
                  rights to purchase, warrants, options, participations or other
                  equivalents of or interests in (however designated) corporate
                  stock, including any Preferred Stock.

                           "Consolidated Capitalization" means the sum of the
                  Company's consolidated shareholders' equity, redeemable
                  preferred stock and preferred securities in any trust,
                  partnership, corporation or other entity of which more than
                  50% of the voting equity is owned directly or indirectly by
                  the Company, including,


                                       5
<PAGE>
                  without limitation, the trust securities issued by Conseco
                  Financing Trust I, Conseco Financing Trust II, Conseco
                  Financing Trust III, Conseco Financing Trust IV, Conseco
                  Financing Trust V, Conseco Financing Trust VI, Conseco
                  Financing Trust VII and Conseco Financing Trust XI.

                           "Indebtedness" means (i) any liability of any Person
                  (1) for borrowed money, or under any reimbursement obligation
                  relating to a letter of credit (other than letters of credit
                  obtained in the ordinary course of business), or (2) evidenced
                  by a bond, note, debenture or similar instrument (including a
                  purchase money obligation) given in connection with the
                  acquisition of any businesses, properties or assets of any
                  kind or with services incurred in connection with capital
                  expenditures (other than accounts payable or other
                  indebtedness to trade creditors arising in the ordinary course
                  of business), or (3) for the payment of money relating to a
                  Capital Lease Obligation; (ii) any liability of others
                  described in the preceding clause (1) that the Person has
                  guaranteed or that is otherwise its legal liability; and (iii)
                  any amendment, supplement, modification, deferral, renewal,
                  extension or refunding of any liability of the types referred
                  to in clauses (i) and (ii) above.

                           "Lien" means any lien, mortgage, pledge, security
                  interest, charge or encumbrance of any kind (including any
                  conditional sale or other title retention agreement and any
                  lease in the nature thereof).

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

                           "Preferred Stock", as applied to the Capital Stock of
                  any corporation, means Capital Stock of any class or classes
                  (however designated) which is preferred as to the payment of
                  dividends, or as to the distribution of assets upon any
                  voluntary or involuntary liquidation or dissolution of such
                  corporation, over shares of Capital Stock of any other class
                  of such corporation.

                           "Significant Subsidiary" means any Subsidiary with
                  earnings which constituted at least 20% of the Company's
                  consolidated total net earnings, as determined as of the date
                  of the Company's most recently prepared quarterly financial
                  statements for the 12-month period then ended.


                                       6
<PAGE>
                           "Stated Maturity," when used with respect to any
                  security or any installment of interest on any security, means
                  the date specified in such security as the fixed date on which
                  the principal of such security or such installment of
                  interest, respectively, is finally due and payable, except as
                  otherwise provided in the case of Capital Lease Obligations.

                           "Subsidiary" means a corporation of which a majority
                  of the Capital Stock having voting power under ordinary
                  circumstances to elect a majority of the board of directors is
                  owned directly or indirectly by the Company or by one or more
                  Subsidiaries, or by the Company and one or more Subsidiaries.

         14. All such terms of the Note that are not set forth in the Indenture,
the Resolution or this Terms Resolution shall be set forth in the provisions of
the Note as authenticated and delivered.

         15. Each Note shall be authenticated and delivered by the Trustee upon
delivery to the Trustee of (A) such Note duly executed as provided in the
Indenture, with the terms set forth therein duly completed, and (B) the
Officers' Certificate with respect to such Note.

         16. Capitalized terms used but not defined herein shall have the
meanings ascribed to such terms in the Indenture. To the extent that a term is
defined both herein and in the Indenture, the definition in this Terms
Resolution shall govern with respect to the provisions contained herein relating
to the Notes.


                                       7
<PAGE>
         IN WITNESS WHEREOF, the undersigned have executed this Terms Resolution
as of the date first written above.



                                          By:
                                             -----------------------------------
                                             Name:  William J. Shea
                                             Title: President and
                                                    Chief Operating Officer



                                          By:
                                             -----------------------------------
                                             Name:  James S. Adams
                                             Title: Senior Vice President,
                                                    Chief Accounting Officer
                                                    and Treasurer


                                          Agreed by:

                                          CIHC, Incorporated


                                          By:
                                             -----------------------------------
                                             Name:
                                             Title:
<PAGE>
                                                                       Annex A-1



                                 [Face of Note]



         THIS GLOBAL SECURITY 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 SECURITY
MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 3.14(a) OF THE
INDENTURE, (III) THIS GLOBAL SECURITY MAY BE DELIVERED TO THE TRUSTEE FOR
CANCELLATION PURSUANT TO SECTION 3.9 OF THE INDENTURE AND (IV) THIS GLOBAL
SECURITY MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITORY WITH THE PRIOR WRITTEN
CONSENT OF THE COMPANY.

         THIS SECURITY 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 SECURITY 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 SECURITY 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 SECURITY 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
<PAGE>
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 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.
<PAGE>
                                                             CUSIP [           ]
                                                                    -----------

No. [   ]                                                       **$[         ]**
     ---                                                            ---------


                                  CONSECO, inc.

                       9% Guaranteed Senior Notes due 2008

Issue Date: April 24, 2002


         Conseco, Inc., an Indiana corporation (the "Company", which term
includes any successor under the Indenture hereinafter referred to), for value
received, promises to pay to DTC, or its registered assigns, the principal sum
of [Amount of Note] ($ ) on April 15, 2008.


Interest Payment Dates:  April 15 and October 15, commencing October 15, 2002.


Record Dates:  April 1 and October 1.


         Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
<PAGE>
                  IN WITNESS WHEREOF, the Company has caused this Security to be
signed manually or by facsimile by its duly authorized officers.

                                       CONSECO, INC.




                                       By:
                                          --------------------------------------
                                          Name:  William J. Shea
                                          Title: President and
                                                 Chief Operating Officer

                                       By:
                                          --------------------------------------
                                          Name:  James S. Adams
                                          Title: Senior Vice President,
                                                 Chief Accounting Officer
                                                 and Treasurer


This is one of the Guaranteed Senior Notes due April 15, 2008 described in the
within-mentioned Indenture.





STATE STREET BANK AND TRUST COMPANY,

as Trustee

By:
   ---------------------------------
         Authorized Signatory
<PAGE>
                             [Reverse Side of Note]


                                  CONSECO, INC.

                       9% Guaranteed Senior Notes due 2008

         Capitalized terms used herein shall have the meanings assigned to them
in the Indenture referred to below unless otherwise indicated.

         1. Security. This Security shall represent the aggregate principal
amount of outstanding Securities from time to time endorsed hereon. The
aggregate principal amount of outstanding Securities represented hereby may from
time to time be reduced or increased, as appropriate, to reflect exchanges and
redemptions. Any endorsement of this Security to reflect the amount of any
increase or decrease in the aggregate principal amount of outstanding Securities
represented hereby shall be made by the Trustee in accordance with instructions
given by the Holder hereof as required by Section 3.14 of the Indenture.

         2. Interest. The Company promises to pay interest on the principal
amount of this Security at 9% per annum from April 15, 2002 until maturity and
shall pay the Liquidated Damages, if any, payable pursuant to Section 5 of the
Registration Rights Agreement referred to below. The Company shall pay interest
and Liquidated Damages, if any, semi-annually in arrears on April 15 and October
15 of each year, or if any such day is not a Business Day, on the next
succeeding Business Day (each an "Interest Payment Date"). Interest on the
Securities shall accrue from the most recent date to which interest has been
paid or, if no interest has been paid, from April 15, 2002; provided that if
there is no existing Default in the payment of interest, and if this Security is
authenticated between a record date referred to on the face hereof and the next
succeeding Interest Payment Date, interest shall accrue from such next
succeeding Interest Payment Date; provided further that the first Interest
Payment Date shall be October 15, 2002. The interest payable on October 15, 2002
will accrue from April 15, 2002. 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 the rate then in
effect; it shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue installments of interest and
Liquidated Damages (without regard to any applicable grace periods) from time to
time on demand at the same rate to the extent lawful. Interest shall be computed
on the basis of a 360-day year of twelve 30-day months.

         3. Method of Payment. The Company shall pay interest on the Securities
(except defaulted interest) and Liquidated Damages, if any, to the Persons who
are registered Holders of Securities at the close of business on the April 1 or
October 1 next preceding the Interest Payment Date, even if such Securities are
canceled after such record date and on or before such Interest Payment Date,
except as provided in Section 3.7(b) of the Indenture with respect to defaulted
interest. The Securities shall be payable as to principal, premium and
Liquidated Damages, if any, and interest at the office or agency of the Company
maintained for such purpose in The City of New York, or, at the option of the
Company, payment of interest and Liquidated Damages, if any, may be made by
check mailed to the Holders at their addresses set forth in the register of
Holders, and provided that payment by wire transfer of immediately available
funds shall be required with respect to principal of and interest, premium and
<PAGE>
Liquidated Damages, if any, on, all Global Securities and all other Securities
the Holders of which shall have provided wire transfer instructions to the
Company or the Paying Agent. Such payment shall be in such coin or currency of
the United States of America as at the time of payment is legal tender for
payment of public and private debts.

         4. Paying Agent, Registrar and Transfer Agent. Initially, State Street
Bank and Trust Company, the Trustee under the Indenture, shall act as Paying
Agent, Registrar and transfer agent. The Company may change any Paying Agent,
Registrar or transfer agent without notice to any Holder. The Company or any of
its Restricted Subsidiaries may act in any such capacity.

         5. Indenture. The Company issued the Securities under the First Senior
Indenture dated as of April 24, 2002 ("Indenture") among the Company, the
Guarantor and the Trustee. The terms of the Securities include those stated in
the Indenture and those made part of the Indenture pursuant to Section 3.1
thereof or by reference to the Trust Indenture Act of 1939, as amended. The
Securities are subject to all such terms, and Holders are referred to the
Indenture and such Act for a statement of such terms. To the extent any
provision of this Security conflicts with the express provisions of the
Indenture, the provisions of the Indenture shall govern and be controlling. This
Security is an obligation of the Company limited to $550 million in aggregate
principal amount.

         6. Optional Redemption. At any time, the Company shall have the option
to redeem the Securities, in whole or in part, upon at least 30 but no more than
60 days' prior notice to the Holders and, in the case of any redemption in part,
upon at least 60 days' notice to the Trustee, at a redemption price equal to the
sum of (a) the greater of (i) 100% of the principal amount of such Securities
and (ii) the sum of the present values of (x) the remaining scheduled payments
of principal and (y) interest thereon from the redemption date to the date of
Maturity, computed by discounting such payments, in each case, to the redemption
date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day
months) at the Treasury Rate, plus 25 basis points, plus (b) accrued and unpaid
interest on the principal amount thereof to the date of redemption.

         7. Selection and Notice of Redemption. If less than all of the
Securities are to be redeemed at any time, the Trustee, not more than 45 days
prior to the redemption date, will select Securities for redemption as follows:
(i) if the Securities are listed, in compliance with the requirements of the
principal national securities exchange on which the Securities are listed, or
(ii) if the Securities are not so listed, on a pro rata basis, by lot or by any
method as the Trustee deems fair and appropriate. No Securities of $1,000 or
less may be redeemed in part. Except as otherwise provided in the Indenture,
notices of redemption will be mailed by first class mail at least 30 but not
more than 60 days before the redemption date to each Holder to be redeemed at
its registered address. Notices of redemption may not be conditional. If any
Security is to be redeemed in part only, the notice of redemption that relates
to that Security will state the portion of the principal amount thereof to be
redeemed. A new Security in principal amount equal to the unredeemed portion of
the original Security will be issued in the name of the Holder thereof upon
cancellation of the original Security. Securities called for redemption become
due on the date fixed for redemption. On and after the redemption date, interest
and Liquidated Damages, if any, cease to accrue on Securities or portions of
them called for redemption.
<PAGE>
         8. Denominations, Transfer, Exchange. The Securities are in registered
form without coupons in denominations of $1,000 and integral multiples of
$1,000. The transfer of Securities may be registered and Securities may be
exchanged as provided in the Indenture. The Registrar and the Trustee may
require a Holder, among other things, to furnish appropriate endorsements and
transfer documents and the Company may require a Holder to pay any taxes and
fees required by law or permitted by the Indenture. The Company is not required
to transfer or exchange any Security selected for redemption. Also, the Company
is not required to transfer or exchange any Security for a period of 15 days
before a selection of Securities to be redeemed.

         9. Persons Deemed Owners. The registered Holder of a Security will be
treated as its owner for all purposes.

         10. Amendment, Supplement and Waiver. Subject to certain exceptions,
the Indenture or the Securities may be amended or supplemented with the consent
of the Holders of at least a majority in aggregate principal amount of the then
outstanding Securities (including, without limitation, consents obtained in
connection with a purchase of, or tender offer or exchange offer for, the
Securities), and any existing Default or Event of Default or compliance with any
provision of the Indenture or the Securities may be waived with the consent of
the Holders of a majority in aggregate principal of the then outstanding
Securities (including, without limitation, consents obtained in connection with
a purchase of, or tender offer or exchange offer for, the Securities). Without
the consent of any Holder of a Security, the Indenture or the Securities may be
amended or supplemented to cure any ambiguity, defect or inconsistency, to
provide for uncertificated Securities in addition to or in place of Bearer
Securities, to provide for the assumption of the Company's or any Guarantor's
obligations to Holders of the Securities in case of a merger or consolidation or
sale of all or substantially all of the assets of the Company or any Guarantor,
to make any change that would provide any additional rights or benefits to the
Holders of the Securities or that does not adversely affect the legal rights
under the Indenture of any such Holder or to comply with the requirements of the
SEC in order to effect or maintain the qualification of the Indenture under the
Trust Indenture Act.

         11. Defaults and Remedies. If an Event of Default occurs and is
continuing, the Trustee or the Holders of at least 25% in aggregate principal
amount of the then outstanding Securities may declare all the Securities to be
due and payable immediately. Holders of the Securities may not enforce the
Indenture or the Securities except as provided in the Indenture. Subject to
certain limitations, Holders of a majority in aggregate principal amount of the
then outstanding Securities may direct the Trustee in its exercise of any trust
or power. The Trustee may withhold from Holders of the Securities notice of any
continuing Default or Event of Default (except a Default or Event of Default
relating to the payment of principal or interest or Liquidated Damages, if any)
if it determines that withholding notice is in their interest. The Holders of a
majority in aggregate principal amount of the Securities then outstanding by
notice to the Trustee may, on behalf of the Holders of all of the Securities,
waive any existing Default or Event of Default and its consequences under the
Indenture except a continuing Default or Event of Default in the payment of
interest or Liquidated Damages, if any, on, or the principal of, the Securities.

         12. Guarantee. The Company's obligations under the Securities are
guaranteed, to the extent permitted by law, on a senior subordinated basis by
the Guarantor. The Guarantor
<PAGE>
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.

         13. Trustee Dealings with Company. The Trustee, in its individual or
any other capacity, may make loans to, accept deposits from, and perform
services for the Company or its Affiliates, and may otherwise deal with the
Company or its Affiliates, as if it were not the Trustee.

         14. No Recourse Against Others. No past, present, or future director,
officer, employee, incorporator agent, or stockholder or holder of any Equity
Interest of the Company or any of its Subsidiaries, as such, will have any
liability for any of the Company's or any Guarantors' obligations under the
Securities, the Indenture, any Subsidiary Guarantees, the Exchange Securities,
the Registration Rights Agreement or for any claim based on, in respect of, or
by reason of, these obligations or their creation. Each Holder by accepting a
Security waives and releases all such liability. The waiver and release are part
of the consideration for issuance of the Securities.

         15. Authentication. This Security shall not be valid until
authenticated by the manual signature of the Trustee or an authenticating agent.

         16. Additional Rights of Holders of Restricted Global Securities and
Restricted Bearer Securities. In addition to the rights provided to Holders
under the Indenture, Holders of Restricted Global Securities and Restricted
Bearer Securities shall have all the rights set forth in the Registration Rights
Agreement dated as of April 24, 2002 between the Company, the Guarantor and the
parties named on the signature pages thereof or, in the case of Additional
Securities, Holders of Restricted Global Securities and Restricted Bearer
Securities shall have the rights set forth in one or more registration rights
agreements, if any, between the Company, the Guarantor and the other parties
thereto, relating to rights given by the Company and the Guarantor to the
purchasers of Additional Securities (the "Registration Rights Agreement").

         17. CUSIP Numbers. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused
CUSIP numbers to be printed on the Securities and the Trustee may use CUSIP
numbers in notices of redemption as a convenience to Holders. No representation
is made as to the accuracy of such numbers either as printed on the Securities
or as contained in any notice of redemption and reliance may be placed only on
the other identification numbers placed thereon.

         The Company shall furnish to any Holder upon written request and
without charge a copy of the Indenture and/or the Registration Rights Agreement.
Requests may be made to:

                  Conseco, Inc.
                  11825 N. Pennsylvania Street
                  Carmel, Indiana  46032
                  Attention:  General Counsel
<PAGE>
                  ASSIGNMENT FORM

         To assign this Security, fill in the form below:

(I) or (we) assign and transfer this Security to:
                                                  ------------------------------
                                                  (Insert assignee's legal name)


--------------------------------------------------------------------------------
                  (Insert assignee's soc. sec. or tax I.D. no.)

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
              (Print or type assignee's name, address and zip code)

and irrevocably appoint
                       ---------------------------------------------------------

to transfer this Security on the books of the Company. The agent may substitute
another to act for him.

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).
<PAGE>
            SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL SECURITY

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

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





</TABLE>
<PAGE>
                                                                       Annex A-2



                                 [Face of Note]



         THIS GLOBAL SECURITY 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 SECURITY
MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 3.14(a) OF THE
INDENTURE, (III) THIS GLOBAL SECURITY MAY BE DELIVERED TO THE TRUSTEE FOR
CANCELLATION PURSUANT TO SECTION 3.9 OF THE INDENTURE AND (IV) THIS GLOBAL
SECURITY 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 SECURITY 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 SECURITY 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 SECURITY 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 SECURITY 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"
<PAGE>
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 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.
<PAGE>
                                                             CUSIP [           ]
                                                                    -----------

No. [   ]                                                       **$[         ]**
     ---                                                            ---------


                                  CONSECO, INC.

                       9% Guaranteed Senior Notes due 2008

Issue Date:  April 24, 2002


         Conseco, Inc., an Indiana corporation (the "Company", which term
includes any successor under the Indenture hereinafter referred to), for value
received, promises to pay to DTC, or its registered assigns, the principal sum
of [Amount of Note] ($ ) on April 15, 2008.


Interest Payment Dates:  April 15 and October 15, commencing October 15, 2002.


Record Dates:  April 1 and October 1.


         Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
<PAGE>
                  IN WITNESS WHEREOF, the Company has caused this Security to be
signed manually or by facsimile by its duly authorized officers.

                                     CONSECO, INC.




                                     By:
                                        ----------------------------------------
                                        Name:  William J. Shea
                                        Title: President and Chief
                                               Operating Officer

                                     By:
                                        ----------------------------------------
                                        Name:  James S. Adams
                                        Title: Senior Vice President,
                                               Chief Accounting Officer
                                               and Treasurer


This is one of the Guaranteed Senior Notes due April 15, 2008 described in the
within-mentioned Indenture.





STATE STREET BANK AND TRUST COMPANY,

as Trustee

By:
   ---------------------------------
         Authorized Signatory
<PAGE>
                             [Reverse Side of Note]


                                  CONSECO, INC.

                       9% Guaranteed Senior Notes due 2008

         Capitalized terms used herein shall have the meanings assigned to them
in the Indenture referred to below unless otherwise indicated.

         1. Security. This Security shall represent the aggregate principal
amount of outstanding Securities from time to time endorsed hereon. The
aggregate principal amount of outstanding Securities represented hereby may from
time to time be reduced or increased, as appropriate, to reflect exchanges and
redemptions. Any endorsement of this Security to reflect the amount of any
increase or decrease in the aggregate principal amount of outstanding Securities
represented hereby shall be made by the Trustee in accordance with instructions
given by the Holder hereof as required by Section 3.14 of the Indenture.

         2. Interest. The Company promises to pay interest on the principal
amount of this Security at 9% per annum from April 15, 2002 until maturity and
shall pay the Liquidated Damages, if any, payable pursuant to Section 5 of the
Registration Rights Agreement referred to below. The Company shall pay interest
and Liquidated Damages, if any, semi-annually in arrears on April 15 and October
15 of each year, or if any such day is not a Business Day, on the next
succeeding Business Day (each an "Interest Payment Date"). Interest on the
Securities shall accrue from the most recent date to which interest has been
paid or, if no interest has been paid, from April 15, 2002; provided that if
there is no existing Default in the payment of interest, and if this Security is
authenticated between a record date referred to on the face hereof and the next
succeeding Interest Payment Date, interest shall accrue from such next
succeeding Interest Payment Date; provided further that the first Interest
Payment Date shall be October 15, 2002. The interest payable on October 15, 2002
will accrue from April 15, 2002. 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 the rate then in
effect; it shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue installments of interest and
Liquidated Damages (without regard to any applicable grace periods) from time to
time on demand at the same rate to the extent lawful. Interest shall be computed
on the basis of a 360-day year of twelve 30-day months.

         3. Method of Payment. The Company shall pay interest on the Securities
(except defaulted interest) and Liquidated Damages, if any, to the Persons who
are registered Holders of Securities at the close of business on the April 1 or
October 1 next preceding the Interest Payment Date, even if such Securities are
canceled after such record date and on or before such Interest Payment Date,
except as provided in Section 3.7(b) of the Indenture with respect to defaulted
interest. The Securities shall be payable as to principal, premium and
Liquidated Damages, if any, and interest at the office or agency of the Company
maintained for such purpose in The City of New York, or, at the option of the
Company, payment of interest and Liquidated Damages, if any, may be made by
check mailed to the Holders at their addresses set forth in the register of
Holders, and provided that payment by wire transfer of immediately available
funds shall be required with respect to principal of and interest, premium and
<PAGE>
Liquidated Damages, if any, on, all Global Securities and all other Securities
the Holders of which shall have provided wire transfer instructions to the
Company or the Paying Agent. Such payment shall be in such coin or currency of
the United States of America as at the time of payment is legal tender for
payment of public and private debts.

         4. Paying Agent, Registrar and Transfer Agent. Initially, State Street
Bank and Trust Company, the Trustee under the Indenture, shall act as Paying
Agent, Registrar and transfer agent. The Company may change any Paying Agent,
Registrar or transfer agent without notice to any Holder. The Company or any of
its Restricted Subsidiaries may act in any such capacity.

         5. Indenture. The Company issued the Securities under the First Senior
Indenture dated as of April 24, 2002 ("Indenture") among the Company, the
Guarantor and the Trustee. The terms of the Securities include those stated in
the Indenture and those made part of the Indenture pursuant to Section 3.1
thereof or by reference to the Trust Indenture Act of 1939, as amended. The
Securities are subject to all such terms, and Holders are referred to the
Indenture and such Act for a statement of such terms. To the extent any
provision of this Security conflicts with the express provisions of the
Indenture, the provisions of the Indenture shall govern and be controlling. This
Security is an obligation of the Company limited to $550 million in aggregate
principal amount.

         6. Optional Redemption. At any time, the Company shall have the option
to redeem the Securities, in whole or in part, upon at least 30 but no more than
60 days' prior notice to the Holders and, in the case of any redemption in part,
upon at least 60 days' notice to the Trustee, at a redemption price equal to the
sum of (a) the greater of (i) 100% of the principal amount of such Securities
and (ii) the sum of the present values of (x) the remaining scheduled payments
of principal and (y) interest thereon from the redemption date to the date of
Maturity, computed by discounting such payments, in each case, to the redemption
date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day
months) at the Treasury Rate, plus 25 basis points, plus (b) accrued and unpaid
interest on the principal amount thereof to the date of redemption.

         7. Selection and Notice of Redemption. If less than all of the
Securities are to be redeemed at any time, the Trustee, not more than 45 days
prior to the redemption date, will select Securities for redemption as follows:
(i) if the Securities are listed, in compliance with the requirements of the
principal national securities exchange on which the Securities are listed, or
(ii) if the Securities are not so listed, on a pro rata basis, by lot or by any
method as the Trustee deems fair and appropriate. No Securities of $1,000 or
less may be redeemed in part. Except as otherwise provided in the Indenture,
notices of redemption will be mailed by first class mail at least 30 but not
more than 60 days before the redemption date to each Holder to be redeemed at
its registered address. Notices of redemption may not be conditional. If any
Security is to be redeemed in part only, the notice of redemption that relates
to that Security will state the portion of the principal amount thereof to be
redeemed. A new Security in principal amount equal to the unredeemed portion of
the original Security will be issued in the name of the Holder thereof upon
cancellation of the original Security. Securities called for redemption become
due on the date fixed for redemption. On and after the redemption date, interest
and Liquidated Damages, if any, cease to accrue on Securities or portions of
them called for redemption.
<PAGE>
         8. Denominations, Transfer, Exchange. The Securities are in registered
form without coupons in denominations of $1,000 and integral multiples of
$1,000. The transfer of Securities may be registered and Securities may be
exchanged as provided in the Indenture. The Registrar and the Trustee may
require a Holder, among other things, to furnish appropriate endorsements and
transfer documents and the Company may require a Holder to pay any taxes and
fees required by law or permitted by the Indenture. The Company is not required
to transfer or exchange any Security selected for redemption. Also, the Company
is not required to transfer or exchange any Security for a period of 15 days
before a selection of Securities to be redeemed.

         9. Persons Deemed Owners. The registered Holder of a Security will be
treated as its owner for all purposes.

         10. Amendment, Supplement and Waiver. Subject to certain exceptions,
the Indenture or the Securities may be amended or supplemented with the consent
of the Holders of at least a majority in aggregate principal amount of the then
outstanding Securities (including, without limitation, consents obtained in
connection with a purchase of, or tender offer or exchange offer for, the
Securities), and any existing Default or Event of Default or compliance with any
provision of the Indenture or the Securities may be waived with the consent of
the Holders of a majority in aggregate principal of the then outstanding
Securities (including, without limitation, consents obtained in connection with
a purchase of, or tender offer or exchange offer for, the Securities). Without
the consent of any Holder of a Security, the Indenture or the Securities may be
amended or supplemented to cure any ambiguity, defect or inconsistency, to
provide for uncertificated Securities in addition to or in place of Bearer
Securities, to provide for the assumption of the Company's or any Guarantor's
obligations to Holders of the Securities in case of a merger or consolidation or
sale of all or substantially all of the assets of the Company or any Guarantor,
to make any change that would provide any additional rights or benefits to the
Holders of the Securities or that does not adversely affect the legal rights
under the Indenture of any such Holder or to comply with the requirements of the
SEC in order to effect or maintain the qualification of the Indenture under the
Trust Indenture Act.

         11. Defaults and Remedies. If an Event of Default occurs and is
continuing, the Trustee or the Holders of at least 25% in aggregate principal
amount of the then outstanding Securities may declare all the Securities to be
due and payable immediately. Holders of the Securities may not enforce the
Indenture or the Securities except as provided in the Indenture. Subject to
certain limitations, Holders of a majority in aggregate principal amount of the
then outstanding Securities may direct the Trustee in its exercise of any trust
or power. The Trustee may withhold from Holders of the Securities notice of any
continuing Default or Event of Default (except a Default or Event of Default
relating to the payment of principal or interest or Liquidated Damages, if any)
if it determines that withholding notice is in their interest. The Holders of a
majority in aggregate principal amount of the Securities then outstanding by
notice to the Trustee may, on behalf of the Holders of all of the Securities,
waive any existing Default or Event of Default and its consequences under the
Indenture except a continuing Default or Event of Default in the payment of
interest or Liquidated Damages, if any, on, or the principal of, the Securities.

         12. Guarantee. The Company's obligations under the Securities are
guaranteed, to the extent permitted by law, on a senior subordinated basis by
the Guarantor. The Guarantor
<PAGE>
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.

         13. Trustee Dealings with Company. The Trustee, in its individual or
any other capacity, may make loans to, accept deposits from, and perform
services for the Company or its Affiliates, and may otherwise deal with the
Company or its Affiliates, as if it were not the Trustee.

         14. No Recourse Against Others. No past, present, or future director,
officer, employee, incorporator agent, or stockholder or holder of any Equity
Interest of the Company or any of its Subsidiaries, as such, will have any
liability for any of the Company's or any Guarantors' obligations under the
Securities, the Indenture, any Subsidiary Guarantees, the Exchange Securities,
the Registration Rights Agreement or for any claim based on, in respect of, or
by reason of, these obligations or their creation. Each Holder by accepting a
Security waives and releases all such liability. The waiver and release are part
of the consideration for issuance of the Securities.

         15. Authentication. This Security shall not be valid until
authenticated by the manual signature of the Trustee or an authenticating agent.

         16. Additional Rights of Holders of Restricted Global Securities and
Restricted Bearer Securities. In addition to the rights provided to Holders
under the Indenture, Holders of Restricted Global Securities and Restricted
Bearer Securities shall have all the rights set forth in the Registration Rights
Agreement dated as of April 24, 2002 between the Company, the Guarantor and the
parties named on the signature pages thereof or, in the case of Additional
Securities, Holders of Restricted Global Securities and Restricted Bearer
Securities shall have the rights set forth in one or more registration rights
agreements, if any, between the Company, the Guarantor and the other parties
thereto, relating to rights given by the Company and the Guarantor to the
purchasers of Additional Securities (the "Registration Rights Agreement").

         17. CUSIP Numbers. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused
CUSIP numbers to be printed on the Securities and the Trustee may use CUSIP
numbers in notices of redemption as a convenience to Holders. No representation
is made as to the accuracy of such numbers either as printed on the Securities
or as contained in any notice of redemption and reliance may be placed only on
the other identification numbers placed thereon.

         The Company shall furnish to any Holder upon written request and
without charge a copy of the Indenture and/or the Registration Rights Agreement.
Requests may be made to:

                  Conseco, Inc.
                  11825 N. Pennsylvania Street
                  Carmel, Indiana  46032
                  Attention:  General Counsel
<PAGE>
                  ASSIGNMENT FORM

         To assign this Security, fill in the form below:

(I) or (we) assign and transfer this Security to:
                                                 -------------------------------
                                                 (Insert assignee's legal name)


--------------------------------------------------------------------------------
                  (Insert assignee's soc. sec. or tax I.D. no.)

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
              (Print or type assignee's name, address and zip code)

and irrevocably appoint
                        --------------------------------------------------------

to transfer this Security on the books of the Company. The agent may substitute
another to act for him.

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).
<PAGE>
         SCHEDULE OF EXCHANGES OF REGULATION S TEMPORARY GLOBAL SECURITY

         The following exchanges of a part of this Regulation S Temporary Global
Security for an interest in another Global Security or of other Bearer
Securities for an interest in this Regulation S Temporary Global Security, have
been made:

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





</TABLE>
<PAGE>
                                                                         Annex B

                         [FORM OF NOTATION OF 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