<PAGE>
                                                                     EXHIBIT 4.5


                8.5% Guaranteed Senior Notes due October 15, 2003

                           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 8.5% Guaranteed Senior
Notes due October 15, 2003 (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 $302,299,000. 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, October 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
October 15, 2003.

      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.

                      8.5% Guaranteed Senior Notes due 2003

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 October 15, 2003.


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 October 15, 2003 described in the
within-mentioned Indenture.



STATE STREET BANK AND TRUST COMPANY,

as Trustee

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


                                  CONSECO, INC.

                      8.5% Guaranteed Senior Notes due 2003

      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 8.5% 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 $302,299,000 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>
                                                                 Principal Amount
                    Amount of Decrease    Amount of Increase    at Maturity of this        Signature of
                   in Principal Amount   in Principal Amount     Global  Security       Authorized Officer
                   at Maturity of this   at Maturity of this      Following such          of Trustee or
Date of Exchange     Global Security       Global 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.

                      8.5% Guaranteed Senior Notes due 2003

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 October 15, 2003.


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 October 15, 2003 described in the
within-mentioned Indenture.



STATE STREET BANK AND TRUST COMPANY,

as Trustee

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


                                  CONSECO, INC.

                      8.5% Guaranteed Senior Notes due 2003

      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 8.5% 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 and 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 $450 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>
                                                                 Principal Amount
                    Amount of Decrease    Amount of Increase    at Maturity of this        Signature of
                   in Principal Amount   in Principal Amount     Global  Security       Authorized Officer
                   at Maturity of this   at Maturity of this      Following such          of Trustee or
Date of Exchange     Global Security       Global 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