<PAGE>   1










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



                        STANDARD MANAGEMENT CORPORATION





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

                                 NOTE AGREEMENT

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



                           Dated as of June 30, 1997




                                      Re:

                $5,628,427 Senior Subordinated Convertible Notes
                                Due July 1, 2004


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


<PAGE>   2





                              TABLE OF CONTENTS

                                                                            Page
                                                                            ----

SECTION 1.      DESCRIPTION OF NOTE AND COMMITMENTS .........................  1
                
        1.1     Description of Note .........................................  1
        1.2     Commitments, Closing Date ...................................  1
        1.3     Conversion...................................................  2
                
SECTION 2.      PREPAYMENT OF NOTE ..........................................  3
                
        2.1     Restriction on Prepayment ...................................  3
        2.2     Prepayments at Option of Holder in
                Certain Events ..............................................  3
        2.3     Prepayments at Option of the Company ........................  3
        2.4     Direct Payment ..............................................  4

SECTION 3.      REPRESENTATIONS .............................................  4
                
        3.1     Representations of the Company ..............................  4
        3.2     Representations of the Purchaser ............................  4
                
SECTION 4.      CLOSING CONDITIONS ..........................................  5
                
        4.1     Closing Certificate .........................................  5
        4.2     Legal Opinion ...............................................  5
        4.3     Company's Existence and Authority ...........................  5
        4.4     Consent and Approvals .......................................  6
        4.5     Registration Rights Agreement ...............................  6
        4.6     Legality of Investment ......................................  6
        4.7     Satisfactory Proceedings ....................................  6
        4.8     Use of Proceeds .............................................  6
        4.9     Waiver of Conditions ........................................  6
                                                                   
SECTION 5.      COMPANY COVENANTS ...........................................  7
                
        5.1     Corporate Existence, Etc. ...................................  7
        5.2     Insurance ...................................................  7
        5.3     Taxes, Claims for Labor and Materials,             
                 Compliance with Laws .......................................  7
        5.4     Maintenance of Material Properties, Etc. ....................  8
        5.5     Nature of Business ..........................................  8
        5.6     Limitations on Indebtedness .................................  8
        5.7     Limitations on Liens ........................................  9
        5.8     Reinsurance ................................................. 10
        5.9     Financial Covenants ......................................... 10
        5.10    Sales of Assets ............................................. 10
        5.11    Loans and Investments ....................................... 10
        5.12    Guaranties, Etc ............................................. 11
        5.13    Mergers ..................................................... 11
        5.14    Transactions with Affiliates ................................ 11
        5.15    Limitation on Sale and Lease-Backs .......................... 12
        5.16    Repurchases of Note ......................................... 12
        5.17    Dividends ................................................... 12
        5.18    Termination of Pension Plans ................................ 12



<PAGE>   3


        5.19    Reports and Rights of Inspection ............................ 12
        5.20    Leases ...................................................... 13
        5.21    Investment Advisory Agreement ............................... 15
                                                                  
SECTION 6.      EVENTS OF DEFAULT AND REMEDIES THEREFOR ..................... 15
                       
        6.1     Events of Default ........................................... 15
        6.2     Notice to Holders ........................................... 17
        6.3     Acceleration of Maturity .................................... 17
        6.4     Rescission of Acceleration .................................. 18

SECTION 7.      AMENDMENTS, WAIVERS AND CONSENTS ............................ 18

        7.1     Consent Required ............................................ 18
        7.2     Effect of Amendment or Waiver ............................... 19

SECTION 8.      INTERPRETATION OF AGREEMENT; DEFINITIONS .................... 19

        8.1     Definitions ................................................. 19
        8.2     Accounting Principles ....................................... 26

SECTION 9.      MISCELLANEOUS ............................................... 26

        9.1     Note Register ............................................... 26
        9.2     Exchange of Note ............................................ 26
        9.3     Loss, Theft, Etc. of Note ................................... 26
        9.4     Expenses; Stamp Tax Indemnity ............................... 27
        9.5     Indemnities ................................................. 27
        9.6     Powers and Rights Not Waived; Remedies             
                 Cumulative ................................................. 28
        9.7     Notices ..................................................... 28
        9.8     Reproduction of Documents ................................... 28
        9.9     Counterparts ................................................ 28
        9.10    Successors and Assigns ...................................... 29
        9.11    Survival of Covenants and Representations ................... 29
        9.12    Severability ................................................ 29
        9.13    Governing Law ............................................... 29
        9.14    Captions .................................................... 29
        9.15    Waiver of Jury Trial ........................................ 29

ATTACHMENTS TO NOTE AGREEMENT:

EXHIBIT A       Form of Senior Subordinated Convertible Note
                Due July 1, 2004
                
EXHIBIT B       Voting Trust Agreement
                
EXHIBIT C       Representations and Warranties
                
EXHIBIT D       Registration Rights Agreement
                
EXHIBIT E       Financial Covenants

EXHIBIT F       Reporting Requirements

<PAGE>   4






                                 NOTE AGREEMENT


        THIS NOTE AGREEMENT (this "Agreement") is made and entered into as of
June 30, 1997 by and between Standard Management Corporation, an Indiana
corporation (the "Company"), Capitol American Life Insurance Company, an Arizona
corporation ("Capitol American") and Transport Life Insurance Company, a Texas
corporation ("Transport", and collectively with Capitol American, the
"Purchaser").

        WHEREAS, the Company desires that the Purchaser lend money to the
company as provided herein and the Purchaser is prepared to lend such money.

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

SECTION 1.  DESCRIPTION OF NOTE AND COMMITMENT.

      1.1. Description of Note.  The Company has duly authorized the issuance
and sale of its Senior Subordinated Convertible Notes Due July 1, 2004 in the
principal amounts of Three Million Six Hundred Twenty-Eight Thousand Four
Hundred Twenty-Seven Dollars ($3,628,427) to Capitol American and Two Million
Dollars ($2,000,000) to Transport (collectively, the "Note"), in the form
of Exhibit A-1 and A-2, and shall bear interest at a rate of 10% per annum.
The Note will be dated the date of issue, will bear interest from such date as
respectively set forth therein, payable semi-annually in cash on the first day
of each January and July in each year (commencing January 1, 1998) and at
maturity.  The Note will bear interest on overdue principal (including any
overdue prepayment of principal) and on any overdue installment of interest at
the Overdue Rate after the due date thereof, whether by prepayment, by
acceleration or otherwise, until paid.  The Note will be expressed to mature on
July 1, 2004 and will be subject to prepayments at the option of the holder in
certain events prior to such date.  Interest on the Note shall be computed on
the basis of a 360-day year of twelve 30-day months.   The Note is not subject
to prepayment or redemption at the option of the Company prior to its expressed
maturity date except on the terms and subject to the conditions referred to in
Section 2 of this Agreement.  The terms which are capitalized herein shall have
the meanings set forth in Section 8.1 hereof unless the context shall otherwise
require.

      1.2.  Commitments, Closing Date.  Subject to the terms and conditions
hereof and on the basis of the representations and warranties hereinafter set
forth, the Company agrees to issue and sell to the Purchaser, and the Purchaser
agrees to purchase from the Company on the Closing Date at a price of 100% of
the principal amount, the Note.

                                     -1-
<PAGE>   5

        Delivery of the Note on the Closing Date will be made at such place as
the parties hereto mutually agree against payment therefor by wire transfer of
federal funds currently and immediately available in Indianapolis, Indiana for
credit to such account or accounts as the Company shall specify by not less than
three Business Days' prior written notice.  On the Closing Date, the Company
will deliver to Capitol American the Note in the principal amount of Three
Million Six Hundred Twenty-Eight Thousand Four Hundred Twenty-Seven Dollars
($3,628,427) and to Transport the Note in the principal amount of Two Million
Dollars ($2,000,000).

        1.3. Conversion.  (a)  The Purchaser may, at the Purchaser's option, at
any time, and from time to time, prior to payment in full of the Note, convert
the outstanding principal amount of the Note and any accrued and unpaid interest
due pursuant to Section 1.1 in whole or in part (the "Conversion Amount") into
fully paid and non-assessable shares (but only into full shares) of the common
stock, without par value of the Company (the "Common Shares"), at a price equal
to the amount of $5.747 per Common Share (the "Conversion Rate").  In order to
exercise this conversion right, the Purchaser must send written notice of the
conversion to the Company at least 10 days prior to the specified conversion
date.  On the conversion date (or as soon thereafter as is reasonably
practicable), the Company shall issue to the Purchaser a share certificate for
the Common Shares acquired upon conversion. The Purchaser's right to elect to
convert the Conversion Amount of the Note into Common Shares shall not be
affected by any prepayment notice given by the Company, so long as the Company
receives the Purchaser's written notice of the conversion at least five Business
Days before the date upon which Company specified in its notice that it would
prepay the Note;

        (b) The Conversion Rate shall be adjusted as provided in the Note;

        (c) Notwithstanding any other provisions of this Section 1.3 to the
contrary, the conversion rights of the Purchaser shall be exercisable only if
simultaneous with the conversion the Purchaser enters into a Voting Trust
Agreement substantially in the form attached hereto as Exhibit B with respect to
the Common Shares to be issued upon conversion;

        (d) Notwithstanding any other provisions of this Section 1.3 to the
contrary, the conversion rights of the Purchaser shall be subject to compliance
with all applicable federal and state laws, (including but not limited to
securities laws and state insurance laws) and the Company agrees to execute all
required agreements and documents required by the Company to establish
compliance with such laws and to cooperate with the Purchaser to obtain any and
all approvals that may be required to be obtained by Purchaser in order to
exercise the conversion rights; and

                                     -2-
<PAGE>   6

        (e) The Company shall at all times reserve and keep available and free
of preemptive rights out of its authorized but unissued Common Shares, solely
for the purpose of issuance upon conversion of the Note, that number of Common
Shares as shall from time to time be sufficient to effect the conversion of the
Note, and if at any time the number of authorized but unissued Common Shares
shall not be sufficient to effect the exercise of the Note, the Company shall
take the corporate action necessary to increase the number of its authorized
Common Shares to a number sufficient for this purpose.

SECTION 2.   PREPAYMENT OF NOTE.

        2.1  Restriction on Prepayment.  No prepayment of the Note may be made
except to the extent and in the manner expressly provided in this Agreement.

        2.2. Prepayments at Option of Holder in Certain Events.  In the event
that a Repurchase Event occurs, the holder of the Note shall have the right, at
such holder's option, pursuant to an irrevocable and unconditional offer by the
Company, to require the Company to prepay all, or any part, of the Note on the
date that is no later than forty-five days after the occurrence of such
Repurchase Event, at a cash price equal to 101% of the principal amount thereof
to be prepaid plus accrued and unpaid interest thereon to the date fixed for
prepayment.

        2.3. Prepayments at Option of the Company.  The Note may be prepaid in
whole or in part at the option of the Company at the following redemption prices
(expressed as percentages of the principal amount) if prepaid during the
12-month period commencing  July 1 of the years indicated below, in each case
together with any accrued but unpaid interest thereon to the prepayment date:


<TABLE>
<CAPTION>
        Year                                            Percentage
        ----                                            ----------
        <S>                                             <C>
        2000                                                105%
        2001                                                104%
        2002                                                103%
        2003                                                102%
</TABLE>


The Note may be prepaid in whole or in part at the option of the Company prior
to July 1, 2000 at a redemption price of 101% of the principal amount plus
accrued but unpaid interest thereon to the prepayment date only if (i) a Sale
Event occurs or (ii) the average of the closing prices of the Common Shares on
NASDAQ as reported in the Wall Street Journal, for any twenty trading days
within the thirty consecutive trading day period immediately prior to the date
of notice of prepayment equals or exceeds $8.00 per share.  The Company shall
mail by first class mail to the holder of the Note a notice of prepayment at
least fifteen Business Days and not more than forty-five Business Days prior to
the prepayment date.

                                     -3-
<PAGE>   7

        Any notice of prepayment pursuant to Section 2.2 or this Section 2.3
shall (i) make reference to the applicable Section(s) of this Agreement, (ii)
state whether the Note is to be prepaid in whole or in part, and (iii) state the
prepayment date and price.  The Company shall, on such prepayment date, make the
required prepayment.

        2.4.  Direct Payment.    Notwithstanding anything to the contrary in
this Agreement or the Note, in case the Note is owned by the Purchaser or its
nominee (or owned by any other institutional holder who has given written notice
to the Company requesting that the provision of this Section 2.4 shall apply),
the Company will promptly and punctually pay when due the principal thereof and
interest thereon, without any presentment thereof directly to such Purchaser or
such subsequent holder at the address of such Purchaser or at such other address
as such Purchaser or such subsequent holder may from time to time designate in
writing to the Company or, if a bank account is designated for the Purchaser or
in any written notice to the Company from such Purchaser or any such subsequent
holder, the Company will make such payments in immediately available funds to
such bank account, marked for attention as indicated, or in such other manner or
to such other account of such Purchaser or such holder in any bank in the United
States as such Purchaser or any such subsequent holder may from time to time
direct in writing.  The holder of any Note to which this Section 2.4 applies
agrees that in the event it shall sell or transfer any such Note it will (A)
prior to the delivery of such Note make a notation thereon of all principal, if
any, prepaid thereon and of the date to which interest has been paid thereon,
and (B) promptly notify the Company in writing of the name and address of the
transferee of the Note so transferred.  To the extent this Section 2.4 applies,
the Company shall be entitled to presume conclusively that the original or such
subsequent institutional holder as shall have requested the provisions hereof to
apply to its Note remains the holder of such Note until (1) the Company shall
have received from the transferor thereof written notice of the transfer of such
Note and of the name and address of the transferee, or (2) such Note shall have
been presented to the Company as evidence of the transfer.  The Purchaser
agrees, and any subsequent holder requesting direct payment pursuant to this
Section 2.4 shall by requesting direct payment be deemed to have agreed, to
return the Note to the Company promptly following the final payment thereof.


SECTION 3.    REPRESENTATIONS.

        3.1.  Representations of the Company.  The Company represents and
warrants that all representations set forth in Exhibit C attached hereto are
true and correct as of the date hereof and are incorporated herein by reference
with the same force and effect as though herein set forth in full.

                                     -4-
<PAGE>   8

        3.2.  Representations of the Purchaser.  The Purchaser represents, and
in entering into this Agreement the Company understands, that (1) the Purchaser
is acquiring the Note for the purpose of investment and not with a view to the
resale or distribution thereof, and that the Purchaser has no present intention
of selling, negotiating, transferring or otherwise disposing of the Note, but
without prejudice, however, to the Purchaser's right at all times to sell or
otherwise dispose of all or any part of the Note pursuant to a registration
statement which has become effective under the Securities Act of 1933, as
amended (the "Act"), or in a transaction exempt from the registration
requirements of such Act, and (2) the Purchaser is an "accredited investor" as
defined in Rule 501(a) of Regulation D under the Act.  The Purchaser
acknowledges that the Note it is purchasing on the Closing Date will not, as of
said Closing Date, be registered under the Act, and except as provided in the
Registration Rights Agreement, that the Company assumes no obligation to
register the Note under the Act and that the Note may only be offered or sold in
compliance with the Act and applicable state securities laws.


SECTION 4.    CLOSING CONDITIONS.

        The Purchaser's obligations to purchase the Note on the Closing Date
shall be subject to the performance by the Company of its agreements hereunder
which by the terms hereof are to be performed at or prior to the time of
delivery of the Note and to the following further conditions precedent:

        4.1.  Closing Certificate.  Concurrently with the delivery of the Note
to the Purchaser on the Closing Date, the Purchaser shall have received a
certificate dated the Closing Date, signed by the Secretary of the Company,
certifying, among other things, (a) a true and correct copy of the Certificate
of Incorporation of the Company, and all amendments, if any, thereto, (b) a true
and correct copy of the By-Laws of the Company as then in effect, (c) copies of
all corporate action taken by the Company, including resolutions of its Board of
Directors authorizing the execution, delivery and performance of this Agreement,
the Note and each other document to be delivered by the Company pursuant to this
Agreement, and (d) the names and true signatures of the officers of the Company
authorized to sign this Agreement, the Note and each other document to be
delivered by the Borrower under this Agreement.

        4.2.  Legal Opinion.  Concurrently with the delivery of the Note to the
Purchaser on the Closing Date, the Purchaser shall have received a favorable
opinion of counsel for the Company in form and substance satisfactory to the
Purchaser in all respects, dated the Closing Date.

        4.3.  Company's Existence and Authority.  On or prior to the Closing
Date, the Purchaser shall have received, in form and substance reasonably
satisfactory to it and its special  counsel, such documents and evidence with
respect to the Company 

                                     -5-
<PAGE>   9

establishing the existence and good standing of the Company and its
Subsidiaries and the Company's authorization of the transactions contemplated by
this Agreement.

        4.4.  Consent and Approvals.  Any consents or approvals required to be
obtained from any holder or holders of any outstanding Security of the Company
or any other Person (including any state insurance regulators) and any
amendments of agreements pursuant to which any Securities may have been issued
which shall be necessary to permit the consummation of the transactions
contemplated hereby on the Closing Date shall have been obtained and all such
consents or amendments shall be satisfactory in form and substance to the
Purchaser and its special counsel.

        4.5   Registration Rights Agreement.  The parties shall have entered 
into a Registration Rights Agreement substantially in the form attached hereto 
as Exhibit D.

        4.6.  Legality of Investment.  The Note to be purchased by the Purchaser
shall be a legal investment for the Purchaser under the laws of each
jurisdiction to which it may be subject (including legality by virtue of resort
to any so-called basket provisions of such laws).

        4.7.  Satisfactory Proceedings.  All proceedings taken in connection
with the transactions contemplated by this Agreement, and all documents
necessary to the consummation thereof, shall be reasonably satisfactory in form
and substance to the Purchaser and its special counsel, and the Purchaser
shall have received a copy (executed or certified as may be appropriate) of all
legal documents or proceedings taken in connection with the consummation of said
transactions.

        4.8.  Use of Proceeds.  The Company shall use the proceeds from the
issuance of the Note as follows:  (i) to redeem all of the Company's Class S
Convertible Cumulative Redeemable Preferred Stock, (ii) Two Million Four Hundred
Thousand dollars ($2,400,000) to be contributed to Standard Life, and (iii) the
remainder to be held by the Company for general corporate purposes. None of such
proceeds will be used, directly or indirectly, for the purpose, whether
immediate, incidental or ultimate, of purchasing or carrying any "margin stock"
within the meaning of Regulation G or U (or any successor regulation)
promulgated by the Board of Governors of the Federal Reserve System as from time
to time in effect.

        4.9.  Waiver of Conditions.  If on the Closing Date the Company fails to
tender to the Purchaser the Note to be issued to the Purchaser on such date or
if the conditions specified in this Section 4 have not been fulfilled, the
Purchaser may thereupon elect to be relieved of all further obligations under
this Agreement.  Without limiting the foregoing, if the conditions specified in
this Section 4 have not been fulfilled, the Purchaser may waive in writing the
compliance by the Company with any such 

                                     -6-
<PAGE>   10

condition to such extent as the Purchaser may in its sole discretion determine. 
Nothing in this Section 4.10 shall operate to relieve the Company of any of
its obligations hereunder or to waive any of the Purchaser's rights against the
Company.

SECTION 5.    COMPANY COVENANTS.

        From and after the Closing Date and continuing so long as any amount
remains unpaid under the Note:

        5.1.  Corporate Existence, Etc.  The Company will preserve and keep in
force and effect, and will cause each Subsidiary to preserve and keep in force
and effect, its respective corporate existence and all material licenses and
permits necessary to the proper conduct of its business, provided that the
foregoing shall not prevent (x) the liquidation of or the transfer, sale or
other disposition of any asset in accordance with Section 5.10 or (y) any
other transaction otherwise permitted or consented to under this Agreement.

        5.2.  Insurance.  (a) The Company will maintain, and will cause each
Subsidiary to maintain, insurance coverage by financially sound and reputable
insurers in such forms and amounts and against such risks as are customary for
corporations of established reputation engaged in the same or similar businesses
and owning and operating similar properties.  The Company will maintain in force
life insurance coverage by a financially sound and reputable insurer (other than
an Affiliate of the Company) on Ronald D. Hunter in form and substance
satisfactory to the purchasers naming the Company as loss payee in an amount not
less than Four Million Dollars ($4,000,000).  The Company shall furnish to the
Purchaser on or prior to the Closing Date a summary of insurance in force as of
such date.  The Company shall give notice to the Purchaser of any reduction in
coverage or other material changes to the insurance maintained by the Company
and its Subsidiaries.

        (b)  At any time that the Company shall own any physical assets, it
shall maintain physical damage insurance coverage at least equal to the fair
market value of such assets and reasonable liability insurance thereon, and with
respect to each liability or physical damage insurance policy covering any of
the property of the Company, the Company will cause such policy to provide,
pursuant to endorsements in form and substance satisfactory to the Purchaser,
that the insurer will give the Purchaser 30 days prior written notice of the
termination of such policy.

        5.3.  Taxes, Claims for Labor and Materials, Compliance with Laws.  (a)
The Company will promptly pay and discharge, and will cause each Subsidiary
promptly to pay and discharge, all lawful taxes, assessments and governmental
charges or levies imposed upon the Company or such Subsidiary, respectively, or
upon or in respect of all or any part of the Property or business of the Company
or such Subsidiary, and all claims for work, labor or materials, which 


                                     -7-
<PAGE>   11

if unpaid could become a Lien or charge upon any Property of the Company
or such Subsidiary, which Lien or charge could materially and adversely affect
the Properties, business or financial condition of the Company and its
Subsidiaries considered as one enterprise; provided that the Company or such
Subsidiary shall not be required to pay any such tax, assessment, charge, levy,
or claim if (1) the validity, applicability or amount thereof is being contested
in good faith by appropriate actions or proceedings which will prevent the
forfeiture or sale of any material Property of the Company or such Subsidiary or
any material interference with the use thereof by the Company or such
Subsidiary, and (2) the Company or such Subsidiary shall set aside on its books
reserves reasonably deemed by it to be adequate with respect thereto.

        (b)   The Company will promptly comply, and will cause each Subsidiary 
to promptly comply, with all laws, ordinances or governmental rules and
regulations to which it is subject, including without limitation ERISA and all
Environmental Legal Requirements, the violation of which could materially and
adversely affect the Properties, business or financial condition of the Company
and its Subsidiaries considered as one enterprise or could result in any Lien
or charge upon any Property of the Company or any Subsidiary, which Lien or
charge could materially and adversely affect the properties, business or
financial condition of the Company and its Subsidiaries considered as one
enterprise.
        
        5.4.  Maintenance of Material Properties, Etc.  The Company will
maintain, preserve and keep, and will cause each Subsidiary to maintain,
preserve and keep, its Properties which are used in the conduct of its business
(whether owned in fee or a leasehold interest), excluding any Properties that
the Company or any Subsidiary reasonably determines to be surplus, obsolete or
otherwise not useful in the conduct of its respective business and excluding any
Properties the failure to maintain, preserve and keep which would not have a
material and adverse effect on the Properties, business or financial condition
of the Company and its Subsidiaries considered as one enterprise, in good repair
and working order, normal wear and tear excepted, and from time to time will
make all necessary repairs, replacements, renewals and additions which in the
opinion of the Company will maintain the efficiency thereof.

        5.5.  Nature of Business.  The Company and its Subsidiaries will
continue to engage in substantially the same types of businesses in which they
are engaged as of the date hereof.

        5.6.  Limitations on Indebtedness.  The Company will not, and will not
permit any Subsidiary to, create, assume, issue, guarantee, suffer to exist or
otherwise incur any  Indebtedness, except:

              (a)  Indebtedness of the Company under this Agreement and the 
        Note;

                                     -8-
<PAGE>   12

              (b)  Indebtedness existing as of the date hereof and set forth on
        Schedule 5.6;

              (c)  Indebtedness of the Company under the Fleet Credit Agreement;

              (d)  Accounts payable to trade creditors for goods or services 
        which are not aged more than sixty days from billing date, and current
        operating liabilities (other than for borrowed money) which are not more
        than sixty  days past due, in each case incurred in the ordinary course
        of business and paid within the specified time, unless contested in good
        faith and by appropriate proceedings and for which appropriate reserves
        are maintained;

              (e)  Indebtedness between Subsidiaries of the Company or between a
        Subsidiary of the Company and the Company; and

              (f)  Indebtedness of the Company or any of its Subsidiaries, if 
        any, secured by purchase-money Liens permitted by Section 5.7 hereof.

        5.7.  Limitations on Liens.  The Company will not, and will not permit
any Subsidiary to, create, assume or incur, or suffer to exist, any mortgage,
pledge, security interest, encumbrance, lien or charge of any kind on its or
their property, whether now owned or hereafter acquired, or upon any income or
profits therefrom (collectively, "Liens"), except:

              (a)  Liens in favor of Fleet National Bank arising under the Fleet
        Credit Agreement;

              (b)  Liens in favor of the Purchaser arising under this Agreement;

              (c)  Liens for taxes or assessments or other governmental 
        charges or levies not yet due and payable or, if due and
        payable, Liens which are being contested in good faith by appropriate
        proceedings and for which appropriate reserves are maintained;

              (d)  Liens imposed by law, such as  mechanics', materialmen's, 
landlords', warehousemen's, and carriers' Liens, and other similar Liens,
securing obligations incurred in the ordinary course of business which are not
past due for more than sixty days or which  are being contested in good faith
by appropriate proceedings and for which appropriate reserves have been
established;
        
              (e)  Liens under workmen's compensation, unemployment insurance,
        social security, or similar legislation;

              (f)  Liens incurred in the ordinary course of business relating to
        deposits or pledges to secure the performance of 


                                     -9-
<PAGE>   13

        bids, tenders, contracts (other than contract for the payment of
        money), leases (permitted under the terms of this Agreement), or public
        or statutory obligations, surety, stay, appeal, indemnity, performance,
        or other similar bonds, or other similar obligations;

              (g)  Judgment and other similar Liens arising in connection with
        court proceedings, provided the execution or other enforcement
        of such Liens is effectively stayed and claims secured thereby are being
        actively contested in good faith and by appropriate proceedings;

              (h)  Easements, rights-of-way, restrictions, and other similar
        encumbrances which, in the aggregate, do not materially
        interfere with the occupation, use, and enjoyment by the Company or any
        of its Subsidiaries of the property or assets encumbered thereby in the
        normal course of its business or materially impair the value of the
        property subject thereto; and

              (i)  Existing Liens specified in Schedule 5.7 hereto.

        5.8.  Reinsurance.  Except for reinsurance on annuity products sold 
after the date hereof in the ordinary course of business consistent with past
practice, the Company will not permit any insurance company Subsidiary to enter
into any reinsurance or other similar agreement with respect to 10% or more of
its respective assets or liabilities in any fiscal year.  Any reinsurance or
other similar agreement will be entered into only with a company that is rated
A or better by A.M. Best Company, Inc.
        
        5.9.  Financial Covenants.  The Company will comply with all of the
financial covenants set forth in Exhibit E attached hereto, and the same is
hereby incorporated by reference with the same force and effect as though herein
set forth in full.

        5.10. Sales of Assets.  The Company will not, and will not permit any
Subsidiary to, sell, lease, assign, transfer or otherwise dispose of any of its
now owned or hereafter acquired assets (including, without limitation, shares of
stock and indebtedness of any Subsidiary of the Company, receivables and
leasehold interests), except:

              (a)  the sale or other disposition of assets no longer used or
        useful in the conduct of its business; or

              (b)  investment securities disposed of in the ordinary course of
        business.

        5.11. Loans and Investments.  Subject to the limitations set forth
below, the Company shall not make, or permit any of its Subsidiaries to make,
any loan or advance to any Person, or purchase or otherwise acquire, or permit
any of its Subsidiaries to purchase or otherwise acquire, any capital stock,
assets, 

                                     -10-
<PAGE>   14

obligations, or other securities of, make any capital contribution to,
or otherwise invest in or acquire any interest in any Person except that, so
long as the Company complies at all times with the financial covenants set forth
in Section 5.9 herein, (i) the Company and its Subsidiaries may make investments
in fixed maturities securities rated less than "BBB" by Moody's Investor
Services or Standard & Poor's Corporation and in mortgage loans, real estate,
collateral loans, common and nonredeemable preferred stocks and other invested
assets as long as the total of such investments does not exceed 10% of the total
consolidated investments of the Company and its Subsidiaries and (ii) nothing
herein shall limit the ability of the Company and its Subsidiaries to invest all
or any portion of their respective assets in fixed maturities securities rated
at least "BBB" by Moody's Investor Service or Standard & Poor's corporation,
other investment grade bonds or securities guaranteed by the United States
Government.

        5.12. Guaranties, Etc.  The Company shall not assume, guarantee,
endorse, or otherwise be or become directly or contingently responsible or
liable, or permit any of its Subsidiaries to assume, guarantee, endorse, or
otherwise be or become directly or contingently responsible or liable
(including, but not limited to, an agreement to purchase any obligation, stock,
assets, goods, or services, or to supply or advance any funds, assets, goods, or
services, or to maintain or cause such Person to maintain a minimum working
capital or net worth or otherwise to assure the creditors of any Person against
loss) for obligations of any Person, except (1) guarantee by endorsement of
negotiable instruments for deposit or collection or similar transactions in the
ordinary course of business; and (2) existing guaranties specified in Schedule
5.12.

        5.13. Mergers, Etc.  The Company will not, and will not permit any
Subsidiary to, merge with or into any Person or consolidate with, or sell,
assign, lease or otherwise dispose of (whether in one transaction or in a series
of transactions), all or substantially all of the assets or business of any
Person, except:

              (a)  any Subsidiary may merge with or into any Wholly-owned
        Subsidiary so long as the Wholly-owned Subsidiary is the surviving
        entity; and

              (b)  any Subsidiary may merge into the Company.


        5.14. Transactions with Affiliates.

        The Company will not enter into, or permit any of its Subsidiaries to
enter into, any transaction, including, without limitation, the purchase, sale,
or exchange of property or the rendering of any service with any Affiliate,
which individually or in the aggregate for the Company and its Subsidiaries
aggregate more than $250,000 per fiscal year, except in the ordinary course of
and pursuant to the reasonable requirements of the Company or 


                                     -11-
<PAGE>   15

such Subsidiary's business and upon fair and reasonable terms no less
favorable to the Company or such Subsidiary than would be obtained in a
comparable arm's-length transaction with a Person not an Affiliate and except
for the transactions listed on Schedule 5.14 and Schedule 5.17.

        5.15. Limitation on Sale and Lease-Backs.  Except for existing Liens
specified in Schedule 5.6, the Company will not enter into, or permit any
Subsidiary to enter into, any arrangement with any bank, insurance company or
other lender or investor, or to which any such lender or investor is a party,
providing for the leasing to the Company or any Subsidiary of any Property or
Properties which has been or is to be sold or transferred by the Company or any
Subsidiary to such lender or investor or to any Person to which funds have been
or are to be advanced by such lender or investor, in whole or in part, on the
security of the leased Property.

        5.16. Repurchases of Note.   Neither the Company nor any Subsidiary nor
any Affiliate, directly or indirectly, may repurchase or make any offer to
repurchase the Note unless the offer has been made to repurchase, pro-rata, from
all holders of the Note at the same time and upon equivalent terms.  In case the
Company repurchases any Note, such Note shall thereafter be canceled and no note
shall be issued in substitution thereof.

        5.17. Dividends.  The Company shall cause its Subsidiaries to pay to the
Company such amounts as will be sufficient for the Company to perform its
obligations under the Fleet Credit Agreement, this Agreement and the Note and
the surplus debentures listed on Schedule 5.17 (with respect to interest
payments only) so long as such amounts may be legally paid under applicable
insurance laws or are otherwise approved by insurance regulators; provided that
the inability of any Subsidiary to pay dividends shall not affect the Company's
payment and other obligations under this Agreement and the Note.

        5.18. Termination of Pension Plans.  The Company will not, and will not
permit any Subsidiary to, terminate any Plan maintained by it in a manner which
would result in the imposition of a Lien on any Property of the Company or any
Subsidiary pursuant to ERISA.


        5.19. Reports and Rights of Inspection.

              (a)  The Company will keep, and will cause each Subsidiary to 
        keep, proper books of record and account in which full and
        accurate entries will be made of all dealings or transactions of or in
        relation to the business and affairs of the Company or such Subsidiary,
        in accordance with GAAP and SAP, and will furnish to the Purchaser so
        long as the Purchaser is the holder of any Note and to each other
        institutional holder of the then outstanding Note the reports 

                                     -12-
<PAGE>   16

        set forth on Exhibit F attached hereto and any special reports
        or information requested by and/or furnished to Fleet National Bank and
        the same is hereby incorporated by reference with the same force and
        effect as though herein set forth in full.

              (b)  The Company will permit the Purchaser, so long as the 
        Purchaser is the holder of any Note, (or such Persons as either
        the Purchaser or such holder may designate) to visit and inspect any of
        the properties of the Company or any Subsidiary, to examine all their
        books of account and financial records of operations, and at the expense
        of such holder to make copies and extracts therefrom, and to discuss
        their respective affairs, finances and accounts with their respective
        officers, other executives and independent public accountants (and by
        this provision the Company authorizes said accountants to discuss with
        the Purchaser the finances and affairs of the Company and its
        Subsidiaries), all at such reasonable times and as often as may be
        reasonably requested.  The Company shall not be required to pay or
        reimburse the Purchaser or any such holder for expenses which the
        Purchaser or any such holder may incur in connection with any such
        visitation or inspection unless a Default or an Event of Default shall
        have occurred and be continuing hereunder.

              (c)  Any information regarding the Company or any Subsidiary which
        is, pursuant to this Agreement, provided to, or obtained or
        examined by, (1) the Purchaser, or any of the its representatives, while
        the Purchaser or its nominee holds the Note, or (2) any other holder of
        the Note, or any of its representatives, while such holder holds such
        Note, shall be considered and treated by the Purchaser and its
        representatives and each other holder of the Note and its
        representatives as confidential.  The Purchaser agrees that it will not
        disclose any such information without the prior written consent of the
        Company (which consent shall not be unreasonably withheld) other than on
        a confidential basis to (1) any one or more of the Purchaser's
        respective directors, employees, agents, attorneys and accountants who
        would have access to such information in the normal course of the
        performance of such Person's duties and (2) the other holders of the
        Note who first agree to be bound by the confidentiality provisions
        hereof, or any one or more of the directors, employees, agents,
        attorneys and accountants of such other holders of the Note who would
        have access to such information in the normal course of the performance
        of such Person's duties;  provided that the Purchaser may disclose or
        disseminate any such information:

              (i) as has become generally available to the public (other than in
        violation of this Agreement);

              (ii) to such third parties as the Purchaser may, in its 
        discretion, deem reasonably necessary or desirable in 

                                     -13-
<PAGE>   17

        connection with or in response to (1) compliance with any law
        (including without limitation any applicable Freedom of Information
        Act), ordinance or governmental order, regulation, rule, policy,
        subpoena, investigation, regulatory authority request or requests, or
        (2) any order, decree, judgment, subpoena, notice of discovery or
        similar ruling or pleading issued, filed served or purported on its face
        to be issued, filed or served (x) by or under authority of any court,
        tribunal, arbitration board of any governmental or industry agency,
        commission, authority, board or similar entity or (y) in connection 
        with any proceeding, case or matter pending (or on its face purported to
        be pending) before any court, tribunal, arbitrator or board of any
        governmental agency, commission, authority, similar entity, it being
        understood that the Purchaser will use its best efforts to give prior
        notice to the Company thereof;

              (iii) to any prospective purchaser, securities broker or dealer or
        investment banker in connection with the resale or proposed
        resale of any portion of the Note after such party shall have agreed to
        maintain the confidentiality of any information furnished by the Company
        to the extent required hereunder;

              (iv)  to the NAIC;

              (v)  to any entity utilizing such information to rate or classify
        debt or equity securities or to report to the public concerning the
        industry of which it is a part; and

              (vi)  to enforce or protect its rights under this Agreement or the
        Note.

              (d)  Neither the Purchaser nor any other holder or holders of 
        the Note will be liable for the breach of this provision by any
        other holder of the Note.

        5.20. Leases.  The Company shall not create, incur, assume, or suffer to
exist, or permit any of its Subsidiaries to create, incur, assume, or suffer to
exist, any obligation as lessee for the rental or hire of any real or personal
Property, except:

              (a)  Capitalized Leases, if any, permitted under Section 5.7 
        hereof;

              (b)  Leases existing on the date of this Agreement and any
        extensions or renewals thereof;

              (c)  Leases (other than Capitalized Leases) which do not in the
        aggregate require the Company and its Subsidiaries on a
        consolidated basis to make payments (including taxes, insurance,
        maintenance and similar expenses which the Company or any of its
        Subsidiaries is required to pay under the terms of any lease) in any
        fiscal year of the Company in excess of 

                                     -14-
<PAGE>   18

        One Million Four Hundred Thirty Thousand Dollars ($1,430,000); and

              (d)  Leases between the Company and any of its Subsidiaries.

        5.21. Investment Advisory Agreement.  Pursuant to that certain
Investment Advisory Agreement between Standard Life and Conseco Capital
Management Inc. ("Conseco Capital") dated as of August 1, 1991, (the "Investment
Advisory Agreement"), Conseco Capital provides investment advice, among other
services, to the Company.  Neither the Company nor Standard Life shall replace
Conseco Capital with any other party or allow any party other than Conseco
Capital to provide the services currently covered under the Investment Advisory
Agreement with respect to the Company, any of the Company's assets or any assets
of any of the Company's Subsidiaries domiciled in the United States without the
prior written consent of the holder of the Note.


SECTION 6.   EVENTS OF DEFAULT AND REMEDIES THEREFOR.


        6.1. Events of Default.  If any of the following events ("Events of
Default") shall occur and be continuing:

             (a)  The Company should fail to pay or prepay, as and when due and
        payable, any principal under the Note;

             (b)  The Company should fail to pay or prepay, as and when due and
        payable, any interest due on the Note and such failure to pay or prepay
        shall continue for more than three (3) Business Days;

             (c)  Any representation or warranty made or deemed made by the
        Company in this Agreement or in the Note or which is contained
        in any certificate, document, opinion, financial or other statement
        furnished at any time or in connection with this Agreement, shall prove
        to have been incorrect in any material respect on or as of the date made
        or deemed made;

             (d)  The Company shall fail to perform or observe any term,
        covenant, or agreement contained in any Loan Document (other
        than the provisions of Section 5 of this Agreement) to which it is a
        party on its part to be performed or observed;

           (e)  The Company shall fail or perform or observe any term,
        covenant, or agreement contained in Section 5 of this Agreement
        and such failure shall remain unremedied until the earlier of ten (10)
        Business Days after (i) written notice thereof shall be given to the
        Company by the Purchaser, or (ii) the Company is notified of such
        failure or should have been notified of such failure pursuant to Section
        6.2 hereof;


                                     -15-
<PAGE>   19


             (f)  An event of default shall occur pursuant to the Fleet Credit
        Agreement;

             (g)  The Company or any of its Subsidiaries shall (i) fail to pay
        any of its Debt (after giving effect to any applicable grace
        period), or any interest or premium thereon, when due (whether by
        scheduled maturity, required prepayment, acceleration, demand, or
        otherwise), or (ii) fail to perform or observe any term, covenant, or
        condition on its part to be performed or observed under any agreement or
        instrument relating to any such Debt, when required to be performed or
        observed, if the effect of such failure to perform or observe is to
        accelerate, or to permit the acceleration after the giving of notice or
        passage of time, or both, of the maturity of such Debt, whether or not
        such failure to perform or observe shall be waived by the holder of such
        Debt; or any such Debt shall be declared to be due and payable, or
        required to be prepaid (other than by a regularly scheduled required
        prepayment), prior to the stated maturity thereof;

             (h)  The Company or any of its Subsidiaries (i) shall generally 
        not, or shall be unable to, or shall admit in writing its
        inability to pay its Debt as such Debt become due; or (ii) shall make an
        assignment for the benefit of creditors, petition or apply to any
        tribunal for the appointment of a custodian, receiver, or trustee for it
        or a substantial part of its assets; or (iii) shall commence any
        proceeding under any bankruptcy, reorganization, arrangements,
        readjustment of debt, dissolution, or liquidation law or statute of any
        jurisdiction, whether now or hereafter in effect; or (iv) shall have any
        such petition or application filed or any such proceeding commenced
        against it in which an order for relief is entered or adjudication or
        appointment is made and which remains undismissed for a period of sixty
        (60) days or more; or (v) by any act or omission shall indicate its
        consent to, approval of, or acquiescence in any such petition,
        application, or proceeding or order for relief or the appointment of a
        custodian, receiver, or trustee for all or any substantial part of its
        properties; or (vi) shall suffer any such custodianship, receivership,
        or trusteeship to continue undischarged for a period of sixty (60) days
        or more;

             (i)  One or more judgments, decrees, or orders for the payment of
        money in excess of $250,000 in the aggregate shall be rendered
        against the Company or any of its Subsidiaries, and such judgments,
        decrees, or orders shall continue unsatisfied and in effect for a period
        of thirty (30) consecutive days without being vacated, discharged,
        satisfied, or stayed or bonded pending appeal;

             (j)  Any of the following events occur or exist with respect to the
        Company, any of its Subsidiaries, or any ERISA Affiliate:  (a) 
        any Prohibited Transaction involving any 

                                     -16-
<PAGE>   20

        Plan; (b) any Reportable Event with respect to any Plan; (c) the
        filing under Section 4041 of ERISA of a notice of intent to terminate
        any Plan or the termination of any Plan; (d) any event or circumstance
        that might constitute grounds entitling the PBGC to institute
        proceedings under Section 4042 of ERISA for the termination of, or for
        the appointment of a trustee to administer, any Plan, or the institution
        by the PBGC of any such proceedings; (e) complete or partial withdrawal
        under Section 4201 or 4204 of ERISA from a Multiemployer Plan or the
        reorganization, insolvency, or termination of any Multiemployer Plan;
        and in each case above, such event or condition, together with all other
        events or conditions, if any, could in the reasonable opinion of the
        Purchaser subject the Company, or any of its Subsidiaries, or any ERISA
        Affiliate to any tax, penalty, or other liability to a Plan, a
        Multiemployer Plan, the PBGC, or otherwise (or any combination thereof)
        which in the aggregate exceed or may exceed $250,000; or

             (k)  Any change in the current ownership or management of the
        Company or Standard Life that would effect a change in "control"
        (as such term is defined under the applicable definitional section of
        the Indiana Insurance Law) of the Company and Standard Life.

        6.2. Notice to Holders.  When any Event of Default described in the
foregoing Section 6.1 has occurred, or if the holder of the Note or of any other
evidence of Indebtedness of the Company gives any notice or takes any other
action with respect to a claimed default, the Company agrees to give notice
within ten (10) days of such event and the action which is proposed to be taken
by the Company with respect thereto to the holder of the Note then outstanding,
such notice to be in writing and sent in the manner provided in Section 9.7
hereof.

        6.3. Acceleration of Maturity.  During the existence of an Event of
Default the holder of the Note who or which has not consented to any waiver with
respect to such Event of Default may, at its option, by notice in writing to the
Company, declare the Note then held by such holder to be, and such Note shall
thereupon become, forthwith due and payable, together with all interest accrued
thereon, and to the extent not prohibited by applicable law, interest on such
principal and accrued interest at the Overdue Rate for the period from and after
the date of acceleration to and including the date of payment thereof, without
any presentment, demand, protest or other notice of any kind, all of which are
hereby expressly waived, and the Company shall forthwith pay to such holder the
entire such amount.  The holder of the Note may proceed to protect and enforce
its rights either by suit in equity and/or by action at law, whether for
specific performance of any covenant or agreement contained in this Agreement
or in the Note, or in aid of the exercise of any power granted herein or
therein or proceed to obtain judgment or any other relief whatsoever
appropriate to the action or proceeding, or proceed to enforce any 


                                     -17-
<PAGE>   21

other legal or equitable right of any such holder of the Note.  Upon the
Note becoming due and payable as a result of any Event of Default as aforesaid,
the Company will forthwith pay in cash to the holder of the Note the entire
principal, and interest accrued on the Note and interest on such principal, and
accrued interest at the Overdue Rate for the period from and after the date of
acceleration to and including the date of payment thereof.  No course of dealing
on the part of any holder of the Note nor any delay or failure on the part of
any holder of the Note to exercise any right shall operate as a waiver of such
right or otherwise prejudice such holder's rights, powers and remedies. The
Company further agrees, to the extent not prohibited by applicable law, to pay
to the holder of the Note all costs and expenses reasonably incurred by it in
the collection of the Note upon any Event of Default hereunder or thereon,
including without limitation reasonable compensation to such holder's or
holders' attorneys for all services rendered in connection therewith.

        6.4. Rescission of Acceleration.  The provisions of Section 6.3 are
subject to the condition that if the principal of and accrued interest on the
outstanding Note has been declared immediately due and payable by reason of the
occurrence of any Event of Default, the holder may, by written notice to the
Company, rescind and annul such declaration and the consequences thereof,
provided that at the time such declaration is annulled and rescinded:

             (a)  no judgment or decree shall have been entered for the payment
        of any monies due pursuant to the Note or this Agreement;

             (b)  all arrears of interest upon the Note and all other sums
        payable under the Note and under this Agreement (except any principal or
        interest on the Note which has become due and payable solely by reason
        of such declaration under Section 6.3) shall have been duly paid; and

             (c)  each and every other Event of Default shall have been made
        good, cured or waived pursuant to Section 7.1;

and provided further, that no such rescission and annulment shall extend
to or affect any subsequent Event of Default or impair any right consequent
thereto.


SECTION 7.  AMENDMENTS, WAIVERS AND CONSENTS.

        7.1. Consent Required.  Any term, covenant, agreement or condition of
this Agreement may, with the consent of the Company, be amended or compliance
therewith may be waived (either generally or in a particular instance and either
retroactively or prospectively), if the Company shall have obtained the consent
in writing of the holder; provided that without the written consent of the
holder of the Note outstanding, no such waiver, modification, 


                                     -18-
<PAGE>   22

alteration or amendment shall be effective (a) which will change the
time of payment of the principal of or the interest on the Note or change the
principal amount thereof or change the rate of interest thereon, or (b) which
will change any of the provisions with respect to prepayments.

        7.2. Effect of Amendment or Waiver.  Any amendment or waiver under this
Agreement shall apply equally to all of the holders of the Note and shall be
binding upon them, upon each future holder of the Note and upon the Company,
whether or not such Note shall have been marked to indicate such amendment or
waiver.  No such amendment or waiver shall extend to or affect any obligation
not expressly amended or waived or impair any right consequent thereon.


SECTION 8.  INTERPRETATION OF AGREEMENT; DEFINITIONS.

        8.1. Definitions.  Unless the context otherwise requires, the terms
hereinafter set forth when used herein shall have the following meanings, and
the following definitions shall be equally applicable to both the singular and
plural forms of any of the terms herein defined:

        "Act" is defined in Section 3.2.

        "Affiliate" means any Person (other than a Subsidiary) (a) which
directly or indirectly through one or more intermediaries controls, or is
controlled by, or is under common control with, the Company, or (b) which
beneficially owns or holds (i) 10% or more of any class of the Voting Stock of
the Company or (ii) 10% or more of the Voting Stock (or in the case of a Person
which is not a corporation, 10% or more of the equity interest) of which is
beneficially owned or held by the Company or a Subsidiary.  The term "control"
means the possession, directly or indirectly, of the power to direct or cause
the direction of the management and policies of a Person, whether through the
ownership of Voting Stock, by contract or otherwise.

        "Annual Statement" shall mean the annual financial statement of the
Company or any Subsidiary as required to be filed with Indiana State Insurance
Department or other applicable authority, together with all exhibits or
schedules filed therewith, prepared in conformity with SAP.

        "Business Day" means any day other than a Saturday, Sunday or other day
on which The Federal Reserve Bank of Chicago is required by law to close.

        "Capital Lease" means any lease, the obligation for rentals with respect
to which is required to be capitalized on a balance sheet of the lessee in
accordance with GAAP, or for which the amount of the asset and liability
thereunder as if so capitalized is required to be disclosed in a note to such
balance sheet in 

                                     -19-
<PAGE>   23

accordance with GAAP, together with any other lease which is in substance a 
financing lease.

        "Closing Date" means June 30, 1997.

        "Code" means the Internal Revenue Code of 1986, as amended from time to
time, or any successor or superseding tax laws of the United States of America
together with all regulations promulgated thereunder.

        "Common Shares" is defined in Section 1.3.

        "Conversion Amount" is defined in Section 1.3.

        "Conversion Rate" is defined in Section 1.3.
        
        "Debt" means (i) all indebtedness or liability for borrowed money or for
the deferred purchase price of property or services (excluding trade obligations
incurred in the ordinary course of business which are not outstanding more than
ninety days from the date of invoice thereof); (ii) all obligations as lessee
under Capital Leases; (iii) all current liabilities in respect of unfunded
vested benefits under any Plans; (iv) all obligations under letters of credit
issued for the account of any Person; (v) all obligations arising under
acceptance facilities; (vi) all guaranties, endorsements (other than for
collection or deposit in the ordinary course of business), and other contingent
obligations to purchase, to provide funds for payment, to supply funds to invest
in any Person, or otherwise to assure a creditor against loss; (vii) all
obligations secured by any lien on Property, whether or not the obligations have
been assumed by the owner thereof; (viii) all other items of indebtedness which
in accordance with GAAP would be included in determining total indebtedness as
shown on the liability side of a balance sheet at the date as of which
indebtedness is to be determined; and (ix) all indebtedness or liability of the
Company to the Purchaser with respect to the Note. Notwithstanding the
foregoing, the term "Debt" shall not include (i) any intercompany debt existing
on the date hereof between the Company and Standard Management International,
S.A., or (ii) any indebtedness existing on the date hereof between Standard Life
and Standard Development, L.L.C.

        "Default" means any event or condition, the occurrence of which would,
with the lapse of time or the giving of notice, or both, constitute an Event of
Default as defined in Section 6.1.

        "EBIT" means, for any Person, for any period earnings before Interest
Expense, taxes and extraordinary items for such Person determined in accordance
with GAAP.

        "Environmental Legal Requirement" means any applicable law, statute or
ordinance relating to public health, safety or the environment, including
without limitation any such applicable law, statute or ordinance relating to
releases, discharges or emissions 

                                     -20-
<PAGE>   24

to air, water, land or groundwater, to the withdrawal or use of groundwater, to
the use and handling of polychlorinated biphenyl or asbestos, to the disposal,
transportation, treatment, storage or   management of solid or hazardous wastes
or to exposure to toxic or hazardous materials, to the handling, transportation,
discharge or release of gaseous or liquid substances and any regulation, order,
notice or demand issued pursuant to any such law, statute or ordinance, in each
case applicable to the property of the Company and its Subsidiaries or the
operation, construction or modification of any thereof, including without
limitation the following:  the Clean Air Act, the Federal Water Pollution
Control Act, the Safe Drinking Water Act, the Toxic Substances Control Act, the
Comprehensive Environmental Response Compensation and Liability Act as amended
by the Superfund Amendments and Reauthorization Act of 1986, the Resource
Conservation and Recovery Act as amended by the Solid and Hazardous Waste
Amendments of 1984, the Occupational Safety and Health Act, the Emergency
Planning and Community Right-to-Know Act of 1986, the Solid Waste Disposal Act,
and any state statutes addressing similar matters or providing for financial
responsibility for cleanup or other actions with respect to the release or
threatened release of hazardous substances and any state nuisance statute.

        "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended or supplemented from time to time, and the rules, regulations and
published interpretations issued in connection therewith.

        "ERISA Affiliate" means any trade or business (whether or not
incorporated) which, together with the Company, would be treated as a single
employer under Section 4001 of ERISA.

        "Fixed Charge Coverage Ratio" means, as at any date and calculated on a
consolidated basis, the ratio of (a) the sum of allowable dividends of the
Company's insurance Subsidiaries and the Company's and its Subsidiaries EBIT
(calculated for immediately preceding four fiscal quarters) to (b) the Company's
and its Subsidiaries' Interest Expense plus the amount of principal installments
and other principal maturities of Debt of the Company and its Subsidiaries
(calculated for the four fiscal quarters immediately following such date).

        "Fleet Credit Agreement" means the Amended and Restated Revolving Line
of Credit Agreement between the Company and Fleet National Bank dated as of
November 8, 1996, as to be amended in connection with the closing of the
acquisition of Savers Life.

        "GAAP" means United States generally accepted accounting principles from
time to time in effect and applicable to the consolidated financial statements
of the Company.  Whenever any accounting term is used herein which is not
otherwise defined, it shall be interpreted in accordance with GAAP, except where
statutory accounting principles are stated to be applicable.


                                     -21-
<PAGE>   25


        "Governmental Authority" means any nation or government, any state or
other political subdivision thereof and any entity exercising executive,
legislative, judicial, regulatory or administrative functions of or pertaining
to government.

        "Guarantees" by any Person means all obligations (other than
endorsements in the ordinary course of business of negotiable instruments for
deposit or collection) of such Person guaranteeing or in effect guaranteeing any
obligations of any other Person (the "primary obligor") in any manner, whether
directly or indirectly, including without limitation all such  obligations
incurred through an agreement, contingent or otherwise, by such Person (a) to
purchase such obligations or any property or assets constituting security
therefor, (b) to advance or supply funds (1) for the purchase or payment of such
obligations, or (2) to maintain working capital or other balance sheet condition
or (3) otherwise to advance or make available funds for the purchase or payment
of such obligations, (c) to lease property or to purchase Securities or other
property or services primarily for the purpose of assuring the owner of such
obligations of the ability of the primary obligor to make payment of the
obligations, or (d) otherwise to assure the owner of the obligations of the
primary obligor against loss in respect thereof; provided, however, that any
obligation which is set forth in clause (a), (b), (c) or (d) above shall not be
included in the definition of Guarantees if such obligation is otherwise
included in clause (a), (b), (c) or (d) of the definition of Indebtedness;
provided, further, that obligations under life insurance or annuity policies
issued by the Company or its insurance company Subsidiaries and obligations of
the Company or its insurance company Subsidiaries in respect of reinsurance
transactions shall not be included in the definition of Guarantees.  For the
purposes of all computations made under this Agreement, a Guarantee in respect
of any Indebtedness for borrowed money shall be deemed to be Indebtedness equal
to the maximum principal amount of such Indebtedness for borrowed money which
has been guaranteed, and a Guarantee in respect of any other obligation shall be
deemed to be Indebtedness equal to the maximum aggregate amount of the
obligation so guaranteed.

        "Hazardous Materials" means, any hazardous materials, hazardous wastes,
hazardous constituents, hazardous or toxic substances, petroleum products
(including crude oil or any fraction thereof), defined or regulated as such in
or under any Environmental Legal Requirement.

        "Indebtedness" of any Person means and includes all (a) obligations of
such Person for borrowed money or to pay the deferred purchase price of
property, (b) obligations secured by any lien or other charge upon property or
assets owned by such Person to the extent of the value of such property or
assets, regardless of whether or not such Person has assumed or become liable
for the payment of such obligations, (c) obligations created or arising under
any conditional sale or other title retention agreement with respect to property
acquired by such Person, notwithstanding the 


                                     -22-
<PAGE>   26

fact that the rights and remedies of the seller, lender or lessor under such
agreement upon the occurrence of an event of default thereunder are limited
to repossession or sale of property, (d) capitalized rentals under any
Capitalized Lease, and (e) Guarantees; provided  that obligations under life
insurance or annuity polices issued by the Company or its insurance company
Subsidiaries and obligations of the Company or its insurance company
Subsidiaries in respect of reinsurance transactions shall not be included in the
definition of Indebtedness.

        "Insurance Code" shall mean the Insurance Code of the State of Indiana
and any other applicable jurisdictions and any successor statute(s) of similar
import, together with the regulations thereunder, as amended or otherwise
modified and in effect from time to time.  References to sections of the
Insurance Code shall be construed to also refer to successor sections.

        "Interest Expense" shall mean, with respect to any Person, for any
period, the sum, for such Person in accordance with GAAP of (a) all interest on
Debt that is accrued as an expense during such period (including, without
limitation, imputed interest on Capital Lease obligations), plus (b) all amounts
paid, accrued or amortized as an expenses during such period in respect of
interest rate protection agreements, minus (c) all amounts received or accrued
as income during such period in respect of interest rate protection agreements.

        "Investment" of any Person means any investment so classified under
GAAP, whether by stock purchase, capital contribution, loan, advance, purchase
of property or otherwise.

        "Liens" are defined in Section 5.7.

        "Loan Documents" means this Agreement, the Note, Registration Rights
Agreement and all other agreements, instruments and documents related to or
delivered by the Company or any Subsidiary in connection with any of the
foregoing.

        "Multiemployer Plan" means a Plan described in Section 4001(a)(3) of
ERISA which covers employees of the Company or any ERISA Affiliate.

        "NAIC" means the National Association of Insurance Commissioners and any
entity succeeding to any or all of its functions.

        "Note" is defined in Section 1.1.

        "Overdue Rate" means with respect to any Note 3% per annum over the
interest rate otherwise borne by such Note.

        "PBGC" means the Pension Benefit Guaranty Corporation or any entity
succeeding to any or all of its functions under ERISA.


                                     -23-
<PAGE>   27


        "Person" means an individual, partnership, corporation, trust, joint
stock company or unincorporated organization or joint venture, and a government
or agency or political subdivision thereof.

        "Plans" means any employee benefit pension plan which is maintained by
the Company or any Subsidiary and is covered by Title IV of ERISA or subject to
the funding standards of Section 412 of the Internal Revenue Code of 1986, as
amended.

        "Prohibited Transaction" means any transaction set forth in Section 406
of ERISA or Section 4975 of the Code.

        "Property" means any interest in any kind of property or asset, whether
real, personal or mixed, or tangible or intangible.

        "Pro-rata" means pro-rata based on the aggregate outstanding principal
on all the Notes from time to time.

        "Real Properties" shall have the meaning assigned to such term in
Schedule 3.1 of this Agreement.


        "Reportable Event" means (i) any of the events set forth in Sections
4043, 4068 or 4063 of ERISA (ii) any event requiring the Borrower or any ERISA
Affiliate to provide security to a Plan under Section 401(a)(20) of the Code or
(iii) any failure to make payments required by Section 412(m) of the Code.

        "Repurchase Event" means the occurrence of any of the following events:
(i) any Person is or becomes the beneficial owner, directly or indirectly, of
50% or more of the Company's Voting Stock (other than a Person who beneficially
owns at the Closing Date 5% or more of the Company's Common Shares); (ii)
individuals who at the Closing Date constituted the Board of Directors of the
Company (together with any new directors whose election by such Board or whose
nomination for election by the shareholders of the Company was approved by a
vote of a majority of the directors then still in office who were either
directors at the Closing date or whose election or nomination for election was
previously so approved) cease for any reason to constitute a majority of the
Board of Directors of the Company then in office; (iii) any consolidation or
merger of the Company in which the Company is not the continuing or surviving
corporation (other than a consolidation or merger with a Wholly-owned
Subsidiary; (iv) the Company conveys, transfers, sells or assigns all or
substantially all of its assets to any Person (other thana Wholly-owned
Subsidiary); or (v) the Company distributes individually or in the aggregate
over a twelve-month period in respect of its Common Shares an amount in excess
of 30% of the fair market value of such Common Shares (the fair market value
shall be determined by the closing price of such Common Shares on NASDAQ as of
the date of such distribution.

                                     -24-
<PAGE>   28

        "Sale Event" means the occurrence of any of the following events: (i)
any Person is or becomes the beneficial owner, directly or indirectly, of 50% or
more of the Company's Voting Stock (other than a Person who beneficially owns at
the Closing Date 5% or more of the Company's Common Shares); (ii) any
consolidation or merger of the Company in which the Company is not the
continuing or surviving corporation (other than a consolidation or merger with
a Wholly-Owned Subsidiary); or (iii) the Company conveys, transfers, sells or
assigns all or substantially all of its assets to any Person (other than a
Wholly-Owned Subsidiary).

        "SAP" shall mean, as to any insurance company Subsidiary, the statutory
accounting practices prescribed or permitted by the insurance regulatory
authority of such insurance company Subsidiary's state of domicile with whom
such Subsidiary is required to file its financial statements.

        "Security" has the same meaning as in Section 2(1) of the Act.

        "Savers Life" means Savers Life Insurance Company, a North Carolina
insurance company.

        The term "subsidiary" means, as to any particular parent corporation,
any corporation or other entity of which more than 50% (by number of votes) of
the Voting Stock shall be owned by such parent corporation and/or one or more
corporations which are themselves subsidiaries of such parent corporation.  The
term "Subsidiary" shall mean a direct or indirect subsidiary of the Company.

        "Standard Life" means Standard Life Insurance Company of Indiana, an
Indiana corporation.

        "Voting Stock" means Securities of any class or classes, the holders of
which are ordinarily, in the absence of contingencies, entitled to elect the
corporate directors (or Persons performing similar functions), irrespective of
whether or not at the time Securities of any class or classes shall have or
might have special voting powers or rights by reason of the occurrence of any
contingency.

        "Wholly-owned" when used in connection with any Subsidiary means a
Subsidiary of which all of the issued and outstanding shares of stock (except
shares required by applicable law as directors' qualifying shares) shall be
owned by the Company and/or one or more of its Wholly-owned Subsidiaries.

        8.2. Accounting Principles.  Where the character or amount of any asset
or liability or item of income or expense is required to be determined or any
consolidation or other accounting computation is required to be made for the
purposes of this Agreement, the same shall be done in accordance with GAAP, to
the extent applicable, except where statutory accounting principles are

                                     -25-
<PAGE>   29

applicable or where GAAP is inconsistent with the requirements of this
Agreement, in which event the latter shall be controlling.


SECTION 9.  MISCELLANEOUS.

        9.1. Note Register.  The Company shall cause to be kept at its principal
office a register for the registration and transfer of the Note (hereinafter
called the "Note Register"), and the Company will register or transfer or cause
to be registered or transferred, as hereinafter provided and under such
reasonable regulations as it may reasonably prescribe, the Note issued pursuant
to this Agreement.

        At any time, and from time to time, the holder of such Note that has
been duly registered as hereinabove provided may transfer such Note upon
surrender thereof at the principal office of the Company duly endorsed or
accompanied by a written instrument of transfer duly executed by the holder of
such Note or its attorney duly authorized in writing.

        The Person in whose name the Note shall be registered shall be deemed
and treated as the owner and holder thereof for all purposes of this Agreement.
Payment of or on account of the principal, and interest on the Note shall be
made to or upon the written order of such holder.

        9.2. Exchange of Note.  At any time, and from time to time, upon
surrender of such Note at its office, the Company will deliver in exchange
therefor, without expense to the holder, except as set forth below a Note for
the same aggregate principal amount as the then unpaid principal amount of the
Note so surrendered, in the denomination of $1,000,000 or integral multiples
thereof (except as may be necessary to reflect any principal amount not evenly
divisible by $1,000,000) as such holder shall specify, dated as of the date to
which interest has been paid on the Note so surrendered or, if such surrender is
prior to the payment of any interest thereon, then dated as of the date of
issue, payable to such Person or Persons as may be designated by such holder,
and otherwise of the same form and tenor as the Note so surrendered for
exchange. The Company may require the payment of a sum sufficient to cover any
stamp tax or governmental charge imposed upon such exchange or transfer.

        9.3. Loss, Theft, Etc. of Note.  Upon receipt of evidence reasonably
satisfactory to the Company of the loss, theft, mutilation or destruction of the
Note, and in the case of any such loss, theft or destruction upon delivery of a
bond of indemnity in such form and amount as shall be reasonably satisfactory to
the Company, or in the event of such mutilation upon surrender and cancellation
of the Note, the Company will make and deliver without expense to the holder
thereof, a new Note, of the same tenor and form, in lieu of such lost, stolen,
destroyed or mutilated Note.  If any Purchaser or any subsequent institutional
holder is the 

                                     -26-
<PAGE>   30

owner of any such lost, stolen or destroyed Note, then the affidavit of
any authorized officer of such owner, setting forth the fact of loss, theft or
destruction and of its ownership of the Note at the time of such loss, theft or
destruction, shall be accepted as satisfactory evidence thereof and no further
indemnity shall be required as a condition to the execution and delivery of a
new Note other than the written agreement of such owner to indemnify the
Company.

        9.4. Expenses; Stamp Tax Indemnity.  Whether or not the transactions
herein contemplated shall be consummated, the Company agrees to pay directly all
of the reasonable out-of-pocket expenses incurred by the Purchaser and each
other holder of the Note (including reasonable fees and disbursements of the
Purchaser and its counsel) in connection with the preparation, execution and
delivery of this Agreement and the transactions contemplated hereby and all
similar expenses of any holder of Notes relating to any amendment, waivers or
consents requested or entered into pursuant to the provisions hereof or relating
to any work-out or restructuring relating to the Company (including, without
limitation, the reasonable fees and expenses of any financial consultant engaged
by such holders in connection therewith).  The Company also agrees that it will
pay and save the Purchaser harmless against any and all liability with respect
to stamp and other taxes, if any, which may be payable or which may be
determined to be payable in connection with the execution and delivery
of this Agreement or the Note, whether or not the Note is then outstanding. 
The Company agrees to protect and indemnify the Purchaser against any
liability for any and all brokerage fees and commissions payable or claimed to
be payable to any Person in connection with the transactions contemplated by
this Agreement as a result of any action by the Company.  Without limiting the
foregoing, the Company agrees to obtain and pay for a private placement number
for the Note and authorizes the submission of such information as may be
required by Standard & Poor's for the purpose of obtaining such number.

        9.5. Indemnities.  (a) The Company agrees to indemnify the Purchaser and
all subsequent holders of the Note against any and all losses, claims, damages,
liabilities and expenses  (including, without limitation, attorneys' fees and
expenses) incurred by the Purchaser or such holders arising out of, in any way
connected with, or as a result of (i) the falsity or incorrectness as of the
Closing Date of any representation or warranty of the Company contained in or
made pursuant to this Agreement or the Note, (ii) the existence of any
condition, event or fact constituting, or which with notice or passage of time,
or both, would constitute a default in the observance of any of the Company's
undertakings or covenants under or pursuant to this Agreement or the Note, and
(iii) any claim, litigation, investigation or proceedings related to any of the
foregoing, whether or not any Purchaser or any such holder is a party thereto.

                                     -27-
<PAGE>   31

        (b)  The foregoing agreements and indemnities shall remain operative and
in full force and effect regardless of termination of this Agreement, the
consummation of or failure to consummate the transactions contemplated by this
Agreement or any amendment, supplement, modification or waiver thereunder, the
payment in full of the Note, the invalidity or unenforceability of any term or
provision of this Agreement or the Note or any other document required
hereunder, any investigation made by or on behalf of the Purchaser, the Company
or any Subsidiary, or the content or accuracy of any representation or warranty
made under this Agreement or any other document required hereunder.

        9.6. Powers and Rights Not Waived; Remedies Cumulative.  No delay or
failure on the part of the holder of the Note in the exercise of any power or
right shall operate as a waiver thereof; nor shall any single or partial
exercise of the same preclude any other or further exercise thereof, or the
exercise of any other power or right and the rights and remedies of the holder
of the Note are cumulative to and are not exclusive of any rights or remedies
any such holder would otherwise have, and no waiver or consent, given or
extended pursuant to Section 7 hereof, shall extend to or affect any
obligation or right not expressly waived or consented to.

        9.7. Notices.  All communications provided for hereunder shall be in
writing and, if to the Purchaser, delivered or sent by prepaid overnight air
courier, addressed to  the Purchaser at 11825 North Pennsylvania Street, Carmel,
Indiana 46032, Attn: Rollin M. Dick or such other address as the Purchaser or
the subsequent holder of any Note initially issued hereunder may designate to
the Company in writing, and if to the Company, delivered or sent by prepaid
overnight air courier to the Company at 9100 Keystone Crossing, Suite 600,
Indianapolis, Indiana 46240, Attention: Ronald D. Hunter, or to such other
address as the Company may in writing designate to each of the Purchaser or to a
subsequent holder of any Note initially issued hereunder.

        9.8. Reproduction of Documents.  This Agreement and all documents
relating thereto, including without limitation (a) consents, waivers and
modifications which may hereafter be executed, (b) documents received by the
Purchaser at the closing of its purchase of the Note (except the Note itself),
and (c) financial statements, certificates and other information previously or
hereafter furnished to the Purchaser, may be reproduced by the Purchaser by any
photographic, photostatic, microfilm, micro-card, miniature photographic or
other similar process and the Purchaser may destroy any original document so
reproduced.  The Company agrees and stipulates that any such reproduction shall
be admissible in evidence as the original itself in any judicial or
administrative proceeding (whether or not the original is in existence and
whether or not such  reproduction was made by the Purchaser in the regular
course of business) and that any enlargement, facsimile or further reproduction
of such reproduction shall likewise be admissible in evidence.

                                     -28-
<PAGE>   32


        9.9. Counterparts.  This Agreement may be executed in any number of
counterparts, each counterpart constituting an original but all together only
one Agreement.

        9.10. Successors and Assigns.  This Agreement shall be binding upon and
shall inure to the benefit of the parties hereto and their respective permitted
successors and assigns, including each successive holder or holders of the Note.

        9.11. Survival of Covenants and Representations.  All covenants,
representations and warranties made by the Company herein and in any
certificates delivered pursuant hereto, whether or not in connection with the
Closing Date, shall survive the closing and the delivery of this Agreement and
the Note.

        9.12. Severability.   Should any part of this Agreement for any reason
be declared invalid, such decision shall not affect the validity of any
remaining portion, which remaining portion shall remain in force and effect as
if this Agreement had been executed with the invalid portion thereof eliminated
and it is hereby declared the intention of the parties hereto that they would
have executed the remaining portion of this Agreement without including therein
any such part, parts, or portion which may, for any reason, be hereafter
declared invalid.

        9.13. GOVERNING LAW.  THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF
THE HOLDERS OF THE NOTE AND THE COMPANY HEREUNDER SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF INDIANA (WITHOUT GIVING
EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF), CANNOT BE CHANGED ORALLY AND
SHALL BIND AND INURE TO THE BENEFIT OF THE COMPANY, SUCH HOLDERS AND THEIR
RESPECTIVE HEIRS, SUCCESSORS AND ASSIGNS.  THE COMPANY AGREES THAT ANY DISPUTE
ARISING OUT OF THIS AGREEMENT SHALL BE SUBJECT TO THE JURISDICTION OF BOTH THE
STATE AND FEDERAL COURTS IN INDIANA.  FOR THE PURPOSE, THE COMPANY HEREBY
SUBMITS TO THE JURISDICTION AND VENUE OF THE STATE AND FEDERAL COURTS IN
INDIANA.  THE COMPANY FURTHER AGREES TO ACCEPT SERVICE OF PROCESS OUT OF ANY OF
THE BEFORE MENTIONED COURTS IN ANY SUCH DISPUTE BY REGISTERED OR CERTIFIED MAIL
ADDRESSED TO THE COMPANY AT THE ADDRESS SET FORTH IN THIS AGREEMENT.

        9.14. Captions.  The descriptive headings of the various Sections or
parts of this Agreement are for convenience only and shall not affect the
meaning or construction of any of the provisions hereof.

        9.15. Waiver of Jury Trial.  The Purchaser or the other holders of the
Note and the Company hereby waive trial by jury in any litigation in any courts
with respect to, in connection with, or arising out of this Agreement or any
instrument or document delivered pursuant to this Agreement or the validity,
protection, interpretation, collection or enforcement thereof, or any other
claim or dispute howsoever arising, between the Company and the Purchaser or
the other holders of the Note.

                                     -29-
<PAGE>   33


        IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunto duly authorized, as of the date
first above written.

                                  STANDARD MANAGEMENT CORPORATION



                                  By:     Paul B. Pheffer
                                     ----------------------------------------
                                  Name:   Paul B. Pheffer
                                       --------------------------------------
                                  Its:    Executive Vice President & CFO
                                      ---------------------------------------


                                  CAPITOL AMERICAN LIFE INSURANCE COMPANY



                                  By:      Rollin M. Dick
                                     ----------------------------------------
                                  Name:    Rollin M. Dick
                                       --------------------------------------
                                  Its:     Executive Vice President & CFO
                                      ---------------------------------------


                                  TRANSPORT LIFE INSURANCE COMPANY



                                  By:      Rollin M. Dick 
                                     ----------------------------------------
                                  Name:    Rollin M. Dick
                                       --------------------------------------
                                  Its:     Executive Vice President & CFO
                                      ---------------------------------------


                                     -30-