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                                                                 EXHIBIT-10.1.15

                              EMPLOYMENT AGREEMENT

               EMPLOYMENT AGREEMENT, dated as of the 28th day of July, 1999, as
amended and restated as of December 15, 1999, between CONSECO, INC., an Indiana
corporation (hereinafter called the "Company"), and James S. Adams (hereinafter
called "Executive").

                                    RECITALS

         WHEREAS, Executive has been employed by the Company for a number of
years, and the services of Executive, his managerial and professional
experience, and his knowledge of the affairs of the Company are of great value
to the Company; and

         WHEREAS, the Company deems it to be essential for it to have the
benefit and advantage of the services of the Executive for an extended period;
and

         WHEREAS, the Company and Executive are parties to an employment
agreement dated as of July 28, 1999 (the "Existing Employment Agreement") and
the Company and Executive desire to make certain modifications to the Existing
Employment Agreement;

         NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants contained herein, the parties agree that the Existing Employment
Agreement be amended and restated in its entirety to be as follows:

         1. Employment. The Company hereby employs Executive and Executive
hereby accepts employment upon the terms and conditions hereinafter set forth.

         2. Term. The effective date of this Agreement shall be July 28, 1999.
Subject to the provisions for termination as provided in Section 10 hereof, the
term of this Agreement shall be the period beginning July 28, 1999, and ending
December 31, 2002, (hereinafter called the "Basic Employment Period").

         3. Duties. Executive is engaged by the Company in an executive capacity
as its chief accounting officer. Executive shall report to the Chief Financial
Officer or, if the Chief Executive Officer so designates from time to time, the
Chief Executive Officer (the officer to whom Executive reports at any time being
referred to as the "Reporting Officer") regarding the performance of his duties
and shall be subject to the direction and control of the Board of Directors of
the Company (sometimes referred to herein as the "Board") and the Reporting
Officer. Executive's position with the Company shall initially be Senior Vice
President and Chief Accounting Officer and such other positions as may be
determined from time to time by the Board.

         4. Extent of Services. Executive, subject to the direction and control
of the Reporting Officer and the Board, shall have the power and authority
commensurate with his executive status and necessary to perform his duties
hereunder. The Company agrees to provide to Executive such assistance and work
accommodations as are suitable to the character of his positions with the
Company and adequate for the performance of his duties. Executive shall devote
his entire employable time, attention and best efforts to the business of the
Company, and shall not, without the consent of the Company, during the term of
this Agreement be actively engaged in any other business activity, whether or
not such business activity is pursued for gain, profit or other pecuniary

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advantage; but this shall not be construed as preventing Executive from
investing his assets in such form or manner as will not require any services on
the part of Executive in the operation of the affairs of the companies in which
such investments are made. For purposes of this Agreement, full-time employment
shall be the normal work week for individuals in comparable executive positions
with the Company.

         5. Compensation.

            (a) As compensation for services hereunder rendered during the term
         hereof, Executive shall receive a base salary ("Base Salary") of Two
         Hundred Fifty Thousand Dollars ($250,000) per year payable in equal
         installments in accordance with the Company's payroll procedure for its
         salaried employees. Salary and all other payments made pursuant to this
         Agreement shall be subject to withholding of taxes. Executive may
         receive increases in his Base Salary from time to time, based upon his
         performance in his executive and management capacity. The amounts of
         any such salary increases shall be approved by the Board or the
         Compensation Committee of the Board upon the recommendation of the
         Chief Executive Officer.

            (b) In addition to Base Salary, Executive may receive such other
         bonuses or incentive compensation as the Compensation Committee or the
         Board may approve from time to time, upon the recommendation of the
         Chief Executive Officer; provided, that Executive shall receive a cash
         bonus of at least Seven Hundred Fifty Thousand Dollars ($750,000) for
         each of the first two calendar years (i.e., 1999 and 2000) completed
         under this Agreement.

         6. Fringe Benefits.

            (a) Executive shall be entitled to participate in such existing
         employee benefit plans and insurance programs offered by the Company,
         or which it may adopt form time to time, for its executive management
         or supervisory personnel generally, in accordance with the eligibility
         requirements for participation therein. Nothing herein shall be
         construed so as to prevent the Company from modifying or terminating
         any employee benefit plans or programs, or employee fringe benefits, it
         may adopt from time to time.

            (b) During the term of this Agreement, the Company shall pay
         Executive a monthly automobile allowance in the amount of Six Hundred
         Dollars ($600), and the Company shall pay directly or shall reimburse
         Executive for the cost of fuel that he incurs in using his automobile.

            (c) Executive shall be entitled to four (4) weeks vacation with pay
         each year during the term hereof.

            (d) Executive may incur reasonable expenses for promoting the
         Company's business, including expenses for entertainment, travel, and
         similar items. The Company shall

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         reimburse Executive for all such reasonable expenses upon Executive's
         periodic presentation of an itemized account of such expenditures.

            (e) The Company shall, upon periodic presentation of satisfactory
         evidence and to a maximum of Ten Thousand Dollars ($10,000) per each
         year of this Agreement, reimburse Executive for reasonable medical
         expenses incurred by Executive and his dependents which are not
         otherwise covered by health insurance provided to Executive under
         Section 6(a).

            (f) During the term of this Agreement, the Company shall at its
         expense maintain a term life insurance policy or policies on the life
         of Executive in the face amount of Five Hundred Thousand Dollars
         ($500,000), payable to such beneficiaries as Executive may designate.

         7. Disability. If Executive shall become physically or mentally
disabled during the term of this Agreement to the extent that his ability to
perform his duties and services hereunder is materially and adversely impaired,
his salary, bonus and other compensation provided herein shall continue while he
remains employed by the Company; provided, that if such disability (as confirmed
by competent medical evidence) continues for at least nine (9) consecutive
months, the Company may terminate Executive's employment hereunder in which case
the Company shall immediately pay Executive a lump sum payment equal to
one-quarter of the sum of his annual salary and bonus with respect to the most
recent fiscal year then ended and, provided further, that no such lump sum
payment shall be required if such disability arises primarily from: (a) chronic
depressive use of intoxicants, drugs or narcotics, or (b) intentionally
self-inflicted injury or intentionally self-induced sickness; or (c) a proven
unlawful act or enterprise on the part of Executive.

         8. Disclosure of Information. Executive acknowledges that in and as a
result of his employment with the Company, he has been and will be making use
of, acquiring and/or adding to confidential information of the Company of a
special and unique nature and value. As a material inducement to the Company to
enter into this Agreement and to pay to Executive the compensation stated in
Section 5, as well as any additional benefits stated herein, Executive covenants
and agrees that he shall not, at any time during or following the term of his
employment, directly or indirectly, divulge or disclose for any purpose
whatsoever, any confidential information that has been obtained by or disclosed
to him as a result of his employment with the Company, except to the extent that
such confidential information (a) becomes a matter of public record or is
published in a newspaper, magazine or other periodical available to the general
public, other than as a result of any act or omission of Executive, (b) is
required to be disclosed by any law, regulation or order of any court or
regulatory commission, department or agency, provided that Executive gives
prompt notice of such requirement to the Company to enable the Company to seek
an appropriate protective order or confidential treatment, or (c) is necessary
to perform properly Executive's duties under this Agreement. Upon the
termination of this Agreement, Executive shall return all materials obtained
from or belonging to the Company which he may have in his possession or control.

         9. Covenants Against Competition and Solicitation. Executive
acknowledges that the services he is to render to the Company are of a special
and unusual character, with a unique value to the Company, the loss of which
cannot adequately be compensated by damages or an action at

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law. In view of the unique value to the Company of the services of Executive for
which the Company has contracted hereunder, because of the confidential
information to be obtained by, or disclosed to, Executive as hereinabove set
forth, and as a material inducement to the Company to enter into this Agreement
and to pay to Executive the compensation stated in Section 5, as well as any
additional benefits stated herein, and other good and valuable consideration,
Executive covenants and agrees that throughout the period Executive remains
employed hereunder and for one year thereafter, Executive shall not, directly or
indirectly, anywhere in the United States of America (i) render any services, as
an agent, independent contractor, consultant or otherwise, or become employed or
compensated by, any other corporation, person or entity engaged in the business
of selling or providing life, accident or health insurance products or services;
(ii) render any services, as an agent, independent contractor, consultant or
otherwise, or become employed or compensated by, any other corporation, person
or entity engaged in the business of selling or providing any lending or other
financial products or services that are competitive with the lending or other
financial products or services sold or provided by the Company or its
subsidiaries, (iii) in any manner compete with the Company or any of its
subsidiaries; (iv) solicit or attempt to convert to other insurance carriers,
finance companies or other corporations, persons or other entities providing
these same or similar products or services provided by the Company and its
subsidiaries, any customers or policyholders of the Company, or any of its
subsidiaries; or (v) solicit for employment or employ any employee of the
Company or any of its subsidiaries. The covenants of Executive in this Section 9
shall be void and unenforceable in the event of a Control Termination of this
Agreement as defined in Section 10 below. Should any particular covenant or
provision of this Section 9 be held unreasonable or contrary to public policy
for any reason, including, without limitation, the time period, geographical
area, or scope of activity covered by any restrictive covenant or provision, the
Company and Executive acknowledge and agree that such covenant or provision
shall automatically be deemed modified such that the contested covenant or
provision shall have the closest effect permitted by applicable law to the
original form and shall be given effect and enforced as so modified to whatever
extent would be reasonable and enforceable under applicable law.

         10.Termination.

            (a) Either the Company or Executive may terminate this Agreement at
         any time for any reason upon written notice to the other. This
         Agreement shall also terminate upon (i) the death of Executive or (ii)
         termination by the Company pursuant to Section 7.

            (b) In the event this Agreement is terminated by the Company and
         such termination is not pursuant to the last sentence of (a) above or
         for "just cause" as defined in (e) below and does not constitute a
         Control Termination as defined in (d) below, Executive shall be
         entitled to receive Executive's Base Salary, as determined pursuant to
         Section 5(a) hereof, for the remainder of the Basic Employment Period
         (provided, that, if such amount for the remainder of the Basic
         Employment Period aggregates less than $1,000,000, Executive shall
         receive an aggregate lump sum payment of $1,000,000) and all other
         unpaid amounts previously accrued or awarded pursuant to any other
         provision of this Agreement.

            (c) In the event this Agreement is terminated by the death of
         Executive, is terminated by the Company for "just cause" as defined in
         (e) below, or is terminated by Executive and

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         such termination does not constitute a Control Termination as defined
         in (d) below, Executive shall be entitled to receive Executive's Base
         Salary as provided in Section 5(a) accrued but unpaid as of the date of
         termination, and all other unpaid amounts previously accrued or awarded
         pursuant to any other provision of this Agreement.

            (d) The term "Control Termination" as used herein shall mean (A)
         termination of this Agreement by the Company in anticipation of or not
         later than two years following a "change in control" of the Company (as
         defined below), or (B) termination of this Agreement by Executive
         following "change in control" of the Company (as defined below) upon
         the occurrence of any of the following events:

                   (i) a significant change in the nature or scope of
            Executive's authorities or duties from those in existence
            immediately prior to the change in control, a reduction in his total
            compensation from that in existence immediately prior to the change
            in control, or a breach by the Company of any other provision of
            this Agreement; or

                   (ii) the reasonable determination by Executive that, as a
            result of a change in circumstances significantly affecting his
            position, he is unable to exercise Executive's authorities, powers,
            functions or duties in existence immediately prior to the change in
            control, or

                   (iii) the Company's principal executive offices are moved
            outside the geographic area comprised of Marion County, Indiana, and
            the seven contiguous counties or Executive is required to work at a
            location other than the Company's principal executive offices; or

                   (iv) the giving of notice of termination by Executive during
            the 6-month period commencing six (6) months after the change in
            control.

The term "change in control" shall mean a change in control of a nature that
would be required to be reported in response to Item 6(e) of Schedule 14A of
Regulation 14A promulgated under the Securities Exchange Act of 1934 (the "Act")
if such Item 6(e) were applicable to the Company as such Item is in effect on
May 26, 1999; provided that, without limitation,

            (x) such a change in control shall be deemed to have occurred if and
         when either (A) except as provided in (y) below, any "person" (as such
         term is used in Sections 13(d) and 14(d) of the Act) is or becomes a
         "beneficial owner" (as such term is defined in Rule 13d-3 promulgated
         under the Act), directly or indirectly, of securities of the Company
         representing 25% or more of the combined voting power of the Company's
         then outstanding securities entitled to vote with respect to the
         election of its Board of Directors or (B) as the result of a tender
         offer, merger, consolidation, sale of assets, or contest for election
         of directors, or any combination of the foregoing transactions or
         events, individuals who, as of the date hereof, constitute the Board of
         Directors of the Company (the "Incumbent Board") cease to constitute at
         least a majority of such Board; provided, however, that any individual
         who

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         becomes a director of the Company subsequent to the date hereof whose
         election was approved by a vote of at least a majority of the directors
         then comprising the Incumbent Board, shall be deemed to have been a
         member of the Incumbent Board; and provided further, that no individual
         who was initially elected as a director of the Company as a result of
         an actual or threatened election contest, as such terms are used in
         Rule 14a-11 of Regulation 14A promulgated under the Act, or any other
         actual or threatened solicitation of proxies or consents by or on
         behalf of any person other than the Board of Directors shall be deemed
         to have been a member of the Incumbent Board, or (C) any
         reorganization, merger or consolidation or the issuance of shares of
         common stock of the Company in connection therewith unless immediately
         after any such reorganization, merger or consolidation (i) more than
         60% of the then outstanding shares of common stock of the corporation
         surviving or resulting from such reorganization, merger or
         consolidation and more than 60% of the combined voting power of the
         then outstanding securities of such corporation entitled to vote
         generally in the election of directors are then beneficially owned,
         directly or indirectly, by all or substantially all of the individuals
         or entities who were the beneficial owners, respectively, of the
         outstanding shares of common stock of the Company and the outstanding
         voting securities of the Company immediately prior to such
         reorganization, merger or consolidation and in substantially the same
         proportions relative to each other as their ownership, immediately
         prior to such reorganization, merger or consolidation, of the
         outstanding shares of common stock of the Company and the outstanding
         voting securities of the Company, as the case may be, and (ii) at least
         a majority of the members of the board of directors of the corporation
         surviving or resulting from such reorganization, merger or
         consolidation were members of the Board of Directors of the Company at
         the time of the execution of the initial agreement or action of the
         Board of Directors providing for such reorganization, merger or
         consolidation or issuance of shares of common stock of the Company, and

            (y) no change of control shall be deemed to have occurred if and
         when any such person becomes, with the approval of the Board of
         Directors of the Company, the beneficial owner of securities of the
         Company representing 25% or more but less than 50% of the combined
         voting power of the Company's then outstanding securities entitled to
         vote with respect to the election of its Board of Directors and in
         connection therewith represents, and at all times continues to
         represent, in a filing, as amended, with the Securities and Exchange
         Commission on Schedule 13D or Schedule 13G (or any successor Schedule
         thereto) that "such person has acquired such securities for investment
         and not with the purpose nor with the effect of changing or influencing
         the control of the Company, nor in connection with or as a participant
         in any transaction having such purpose or effect", or words of
         comparable meaning and import. The designation by any such person, with
         the approval of the Board of Directors of the Company, of a single
         individual to serve as a member of, or observer at meetings of, the
         Company's Board of Directors, shall not be considered "changing or
         influencing the control of the Company" within the meaning of the
         immediately preceding clause (B), so long as such individual does not
         constitute at any time more than one-third of the total number of
         directors serving on such Board.

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Upon the occurrence of a change in control, the Company shall promptly notify
Executive in writing of the occurrence of such event (such notice, the "Change
in Control Notice"). If the Change in Control Notice is not given within 10 days
after the occurrence of a change in control the period specified in clause
(d)(A) of this Section 10 shall be extended until the second anniversary of the
date such Change in Control Notice is given.

            (e) For purposes of this Agreement "just cause" shall mean:

                (i) a material breach by Executive of this Agreement, the
            commission of gross negligence, or willful malfeasance or fraud or
            dishonesty of a substantial nature in performing Executive's
            services on behalf of the Company, which is in each case (A) willful
            and deliberate on Executive's part and committed in bad faith or
            without reasonable belief that such breach is in the best interests
            of the Company and (B) not remedied by Executive in a reasonable
            period of time after receipt of written notice from the Company
            specifying such breach;

                (ii) Executive's breach of any provisions of this Agreement, or
            his use of alcohol or drugs which interferes with the performance of
            his duties hereunder or which compromises the integrity and
            reputation of the Company, its employees, and products;

                (iii) Executive's conviction by a court of law, or admission
            that he is guilty, of a felony or other crime involving moral
            turpitude; or

                (iv) Executive's absence from his employment other than as a
            result of Section 7 hereof, for whatever cause, for a period of more
            than one (1) month, without prior written consent from the Company.

         11. Payments for Control Termination. In the event of a Control
Termination of this Agreement, the Company shall pay Executive and provide him
with the following:

            (a) During the remainder of the Basic Employment Period, the Company
         shall continue to pay Executive his Base Salary at the same rate as
         payable immediately prior to the date of termination plus the estimated
         amount of any bonuses to which he would have been entitled had he
         remained in the employ of the Company and a change in control of the
         Company had not occurred, which estimate shall be reasonable and made
         by the Company in good faith.

            (b) During the remainder of the Basic Employment Period, Executive
         shall continue to be treated as an employee under the provisions of all
         incentive compensation arrangements applicable to the Company's
         executive employees. In addition, Executive shall continue to be
         entitled to all benefits and service credits for benefits under
         medical, insurance and other employee benefit plans, programs and
         arrangements of the Company as if he were

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         still employed under this Agreement and a change in control of the
         Company had not occurred.

            (c) If, despite the provisions of paragraph (b) above, benefits
         under any employee benefit plan shall not be payable or provided under
         any such plan to Executive, or Executive's dependents, beneficiaries
         and estate, because he is no longer an employee of the Company, the
         Company itself shall, to the extent necessary to provide the full value
         of such benefits and service credits to Executive, Executive's
         dependants, beneficiaries and estate, pay or provide for payment of
         such benefits and service credits for such benefits to Executive, his
         dependents, beneficiaries and estate.

            (d) If, despite the provisions of paragraph (b) above, benefits or
         the right to accrue further benefits under any stock option or other
         incentive compensation arrangement shall not be provided under any such
         arrangement to Executive, or his dependents, beneficiaries and estate,
         because he is no longer an employee of the Company, the Company shall,
         to the extent necessary, pay or provide for payment of such benefits to
         Executive, his dependents, beneficiaries and estate.

         12. Severance Allowance. In the event of a Control Termination of this
Agreement, Executive may elect, within 60 days after such Control Termination,
to be paid a lump sum severance allowance, in lieu of the termination payments
provided for in Section 11 above, in an amount which is equal to the sum of the
amounts determined in accordance with the following clauses (a) and (b):

            (a) an amount equal to the aggregate of salary payments for 60
         calendar months at the rate of Base Salary which he would have been
         entitled to receive in accordance with Section 5(a); and

            (b) an amount equal to the aggregate of 60 calendar months of bonus
         at the greater of (i) the monthly rate of the bonus payment for the
         annual bonus period immediately prior to this termination date, or (ii)
         the monthly rate of the estimated amount of the bonus for the annual
         bonus period which includes his termination date.

         In the event that Executive makes an election pursuant to this Section
to receive a lump sum severance allowance of the amount described in clauses (a)
and (b), then, in addition to such amount, he shall receive (i) in addition to
the benefits provided under any deferred compensation, retirement or pension
benefit plan maintained by the Company, the benefits he would have accrued under
such benefit plan if he had remained in the employ of the Company and such plan
had remained in effect for 60 calendar months after his termination, which
benefits will be paid concurrently with, and in addition to, the benefits
provided under such benefit plan, and (ii) the employee benefits (including, but
not limited to, coverage under any medical insurance and life insurance
arrangements or programs) to which he would have been entitled under all
employee benefit plans, programs or arrangements maintained by the Company if he
had remained in the employ of the Company and

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such plans, programs or arrangements had remained in effect for 60 calendar
months after his termination; or the value of the amounts described in clauses
(i) and (ii) next preceding. The amount of the payments described in the
preceding sentence shall be determined and such payments shall be distributed as
soon as it is reasonably possible.



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         13. Tax Indemnity Payments.

            (a) Anything in this Agreement to the contrary notwithstanding, in
         the event it shall be determined that any payment or distribution by
         the Company or its affiliated companies to or for the benefit of
         Executive, whether paid or payable or distributed or distributable
         pursuant to the terms of the Agreement or otherwise but determined
         without regard to any additional payments required under this Section
         13 (a "Payment"), would be subject to the excise tax imposed by Section
         4999 of the Internal Revenue Code of 1986 (as amended the "Code"), or
         any successor provision (collectively, "Section 4999"), or any interest
         or penalties are incurred by Executive with respect to such excise tax
         (such excise tax, together with any such interest and penalties, are
         hereinafter collectively referred to as the "Excise Tax"), then
         Executive shall be entitled to receive an additional payment (a
         "Gross-Up Payment") in an amount such that after payment by Executive
         of all taxes (including any interest or penalties imposed with respect
         to such taxes), including, without limitation, any Federal, state or
         local income and employment taxes and Excise Tax (and any interest and
         penalties imposed with respect to any such taxes) imposed upon the
         Gross-Up Payment, Executive retains an amount of the Gross-Up Payment
         equal to the Excise Tax imposed upon the Payments.

            (b) Subject to the provisions of Section 13(c), all determinations
         required to be made under this Section 13, including whether and when a
         Gross-Up Payment is required and the amount of such Gross-Up Payment
         and the assumptions to be utilized in arriving at such determination,
         shall be made by the Company's public accounting firm (the "Accounting
         Firm") which shall provide detailed supporting calculations both to the
         Company and Executive within fifteen (15) business days of the receipt
         of notice from Executive that there has been a Payment, or such earlier
         time as is requested by the Company. In the event that the Accounting
         Firm is serving as accountant or auditor for the individual, entity or
         group effecting the Change in Control, Executive may appoint another
         nationally recognized public accounting firm to make the determinations
         required hereunder (which accounting firm shall then be referred to as
         the Accounting Firm hereunder). All fees and expenses of the Accounting
         Firm shall be borne solely by the Company. Any Gross-Up Payment, as
         determined pursuant to this Section 13, shall be paid by the Company to
         Executive within five (5) days of the receipt of the Accounting Firm's
         determination. If the Accounting Firm determines that no Excise Tax is
         payable by Executive, it shall furnish Executive with a written opinion
         that failure to report the Excise Tax on Executive's applicable federal
         income tax return would not result in the imposition of a negligence or
         similar penalty. Any determination by the Accounting Firm shall be
         binding upon the Company and Executive. As a result of the uncertainty
         in the application of Section 4999 at the time of the initial
         determination by the Accounting Firm hereunder, it is possible that
         Gross-Up Payments which will not have been made by the Company should
         have been made by the Company ("Underpayment"), consistent with the
         calculations required to be made hereunder. In the event that the
         Company exhausts its remedies pursuant to Section 13(c) and Executive
         thereafter is required to make a payment of any Excise Tax, the
         Accounting

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         Firm shall determine the amount of the Underpayment that has occurred
         and any such Underpayment shall be promptly paid by the Company to or
         for the benefit of Executive.

            (c) Executive shall notify the Company in writing of any claim by
         the Internal Revenue Service that, if successful, would require a
         payment by the Company of, or a change in the amount of the payment by
         the Company of, the Gross-Up Payment. Such notification shall be given
         as soon as practicable after Executive is informed in writing of such
         claim and shall apprise the Company of the nature of such claim and the
         date on which such claim is requested to be paid; provided that the
         failure to give any notice pursuant to this Section 13(c) shall not
         impair Executive's rights under this Section 13 except to the extent
         the Company is materially prejudiced thereby. Executive shall not pay
         such claim prior to the expiration of the 30-day period following the
         date on which Executive gives such notice to the Company (or such
         shorter period ending on the date that any payment of taxes with
         respect to such claim is due). If the Company notifies Executive in
         writing prior to the expiration of such period that it desires to\
         contest such claim, Executive shall:

                (1) give the Company any information reasonably requested by the
            Company relating to such claim,

                (2) take such action in connection with contesting such claim as
            the Company shall reasonably request in writing from time to time,
            including, without limitation, accepting legal representation with
            respect to such claim by an attorney reasonably selected by the
            Company,

                (3) cooperate with the Company in good faith in order
            effectively to contest such claim, and

                (4) permit the Company to participate in any proceedings
            relating to such claim;


provided, however, that the Company shall bear and pay directly all costs and
expenses (including additional interest and penalties) incurred in connection
with such contest and shall indemnify and hold Executive harmless, on an
after-tax basis, for any Excise Tax or income, employment or other tax
(including interest and penalties with respect thereto) imposed as a result of
such representation and payment of costs and expenses. Without limitation on the
foregoing provisions of this Section 13(c), the Company shall control all
proceedings taken in connection with such contest and, at its sole option, may
pursue or forgo any and all administrative appeals, proceedings, hearings and
conferences with the taxing authority in respect of such claim and may, at its
sole option, either direct Executive to pay the tax claimed and sue for a refund
or contest the claim in any permissible manner, and Executive agrees to
prosecute such contest to a determination before any administrative tribunal, in
a court of initial jurisdiction and in one or more appellate courts, as the
Company shall determine; provided further, that if the Company directs Executive
to pay such claim and sue for a

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refund, the Company shall advance the amount of such payment to Executive on an
interest-free basis and shall indemnify and hold Executive harmless, on an
after-tax basis, from any Excise Tax or income, employment or other tax
(including interest or penalties with respect to any such taxes) imposed with
respect to such advance or with respect to any imputed income with respect to
such advance; and provided further, that any extension of the statute of
limitations relating to payment of taxes for the taxable year of Executive with
respect to which such contested amount is claimed to be due is limited solely to
such contested amount. Furthermore, the Company's control of the contest shall
be limited to issues with respect to which a Gross-Up Payment would be payable
hereunder and Executive shall be entitled to settle or contest, as the case may
be, any other issue raised by the Internal Revenue Service or any other taxing
authority.

            (d) If, after the receipt by Executive of an amount advanced by the
         Company pursuant to Section 13(c), Executive becomes entitled to
         receive, and receives, any refund with respect to such claim, Executive
         shall (subject to the Company's complying with the requirements of
         Section 12(c)) promptly pay to the Company the amount of such refund
         (together with any interest paid or credited thereon after taxes
         applicable thereto). If, after the receipt by Executive of an amount
         advanced by the Company pursuant to Section 13(c), a determination is
         made that Executive shall not be entitled to any refund with respect to
         such claim and the Company does not notify Executive in writing of its
         intent to contest such denial of refund prior to the expiration of
         thirty (30) days after such determination, then such advance shall be
         forgiven and shall not be required to be repaid and the amount of such
         advance shall offset, to the extent thereof, the amount of Gross-Up
         Payment required to be paid.

         14. Payment for Options. In the event of a Control Termination of this
Agreement, Executive may also elect, within sixty (60) days after such Control
Termination, to receive (in addition to any other amounts owed to Executive
under this Agreement) a lump sum payment in cash equal to the sum of the
following: (i) all or any portion of the number of shares of common stock of the
Company which may be acquired pursuant to options granted by the Company and
held by Executive at the time of such election, multiplied, with respect to
shares subject to any such options by the difference between the Conseco Put
Price and the respective exercise price under such option with respect to such
shares; plus (ii) all or any portion of the number of Successor Securities which
may be acquired pursuant to options (which options were granted to Executive in
exchange or substitution for options to acquire the common stock of the Company)
held by Executive at the time of such election, multiplied with respect to
shares subject to any such options relating to Successor Securities, by the
difference between the Successor Security Put Price and the respective exercise
price under such option with respect to such shares. For purposes of calculating
the above lump sum payment, the options described in clauses (i) and (ii) shall
include all such options, whether or not then exercisable. The cash payment due
from the Company pursuant to this Section 14 shall be made to Executive within
ten (10) days after the date of such election hereunder, against the execution
and delivery by Executive to the Company of an appropriate agreement confirming
the surrender to the Company of the options in respect of which the lump sum
cash payment is being made to Executive.

                                       12

<PAGE>   13



               "Successor Securities" means any securities of any person
received by the holders of the common stock of the Company in exchange,
substitution or payment for, or upon conversion of, the common stock of the
Company in connection with a change in control.

               "Conseco Put Price" means the greater of (i) the Change in
Control Price or (ii) the Current Market Price of the common stock of the
Company.

               "Successor Security Put Price" means the greater of (i) the
Change in Control Price divided by the Exchange Ratio or (ii) the Current Market
Price of the Successor Securities.

               "Current Market Price" for any security means the average of the
daily Prices per security for the twenty (20) consecutive trading days ending on
the trading day which is immediately prior to Executive's election under this
Section 14.

               "Price" for any security means the average of the highest and
lowest sales price of such security (regular way) on a trading day as shown on
the Composite Tape of the New York Stock Exchange (or, if such security is not
listed or admitted to trading on the New York Stock Exchange, on the principal
national securities exchange on which such security is listed or admitted to
trading) or, in case no sales take place on such day, the average of the closing
bid and asked prices on the New York Stock Exchange (or, if such security is not
listed or admitted to trading on the New York Stock Exchange, on the principal
national securities exchange on which such security is listed or admitted to
trading) or, if it is not listed or admitted to trading on any national
securities exchange, the average of the highest and lowest sales prices of such
security on such day as reported by the NASDAQ Stock Market, or in case no sales
take place on such day, the average of the closing bid and asked prices as
reported by NASDAQ, or if such security is not so reported, the average of the
closing bid and asked prices as furnished by any securities broker-dealer of
recognized national standing selected from time to time by the Company (or its
successor in interest) for that purpose.

               "Change in Control Price" means (i) in the case of a change in
control which occurs solely as a result of a change in the composition of the
Board of Directors of the Company or which occurs in a transaction, or series of
related transactions, in which the same consideration is paid or delivered to
all of the holders of common stock of the Company (or, in the event of an
election by holders of the common stock of the Company of different forms of
consideration, if the same election is offered to all of the holders of common
stock of the Company), the Price per share of the common stock of the Company on
the date on which the change in control occurs, or if such date is not a trading
day, then the trading day immediately prior to such date, or (ii) in the case of
a change in control effected through a series of related transactions, or in a
single transaction in which less than all of the outstanding shares of common
stock of the Company is acquired, the highest price paid to the holders of
common stock of the Company in the transaction or series of related transactions
whereby the change in control takes place. In determining the highest price paid
to the holders pursuant to clause (ii) of the immediately preceding sentence, in
the case of Successor Securities paid or delivered to the holders of common
stock of the Company in exchange, payment

                                       13

<PAGE>   14



or substitution for, or upon conversion of, the common stock of the Company, the
price paid to such holders shall be the Price of such security at the time or
times paid or delivered to such holders.

               "Exchange Ratio" means, in connection with a change in control,
the number of Successor Securities to be paid or delivered to the holders of
common stock of the Company in exchange, payment or substitution for, or upon
conversion of, each share of such common stock.

         15. Character of Termination Payments. The amounts payable to Executive
upon any termination of this Agreement shall be considered severance pay in
consideration of past services rendered on behalf of the Company and his
continued service from the date hereof to the date he becomes entitled to such
payments. Executive shall have no duty to mitigate his damages by seeking other
employment and, should Executive actually receive compensation from any such
other employment, the payments required hereunder shall not be reduced or offset
by any such other compensation.

         16. Right of First Refusal to Purchase Stock. Executive agrees that the
Company shall have throughout the Basic Employment Period the right of first
refusal to purchase all or any portion of the shares of the Company's common
stock owned by him (the "Shares") at the following price:

            (a) in the event of a bona fide offer for the Shares, or any part
         thereof, received by Executive from any other person (a "Third Party
         Offer"), the price to be paid by the Company shall be the price set
         forth in such Third Party Offer; and

            (b) in the event Executive desires to sell the Shares, or any part
         thereof, in the public securities market, the price to be paid by the
         Company shall be the last sale price quoted on the New York Stock
         Exchange (or any other exchange or national market system upon which
         price quotations for the Company's common stock are regularly
         available) for the Company's common stock on the last business day
         preceding the date on which Executive notifies the Company of such
         desire.

         In the event  Executive  shall  receive a Third  Party  Offer  which he
desires to accept, he shall deliver to the Company a written notification of the
terms  thereof  and the  Company  shall  have a period  of 48 hours  after  such
delivery in which to notify  Executive  of its desire to  exercise  its right of
first refusal hereunder.

         In the event Executive desires to sell any portion of the Shares in the
public market he shall deliver to the Company a written notification of the
amount of Shares he desires to sell, and the Company shall have a period of 24
hours after such delivery to notify Executive of its desire to exercise its
right of first refusal hereunder with respect to such amount of Shares.

         Upon each exercise by the Company of its right of first refusal
hereunder, it shall make payment to Executive for the Shares in accordance with
standard practice in the securities brokerage industry. After each failure by
the Company to exercise its right of first refusal hereunder, Executive

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<PAGE>   15



may proceed to complete the sale of Shares pursuant to the Third Party Offer or
in the open market in accordance with his notification to the Company, but his
failure to complete such sale within two weeks after his notification to the
Company shall reinstate the Company's right of first refusal with respect
thereto and require a new notification to the Company.

         17. Arbitration of Disputes; Injunctive Relief.

            (a) Except as provided in paragraph (b) below, any controversy or
         claim arising out of or relating to this Agreement or the breach
         thereof, shall be settled by binding arbitration in the City of
         Indianapolis, Indiana, in accordance with the laws of the State of
         Indiana by three arbitrators, one of whom shall be appointed by the
         Company, one by Executive and the third of whom shall be appointed by
         the first two arbitrators. If the first two arbitrators cannot agree on
         the appointment of a third arbitrator, then the third arbitrator shall
         be appointed by the Chief Judge of the United States District Court for
         the Southern District of Indiana. The arbitration shall be conducted in
         accordance with the rules of the American Arbitration Association,
         except with respect to the selection of arbitrators which shall be as
         provided in this Section. Judgment upon the award rendered by the
         arbitrators may be entered in any court having jurisdiction thereof. In
         the event that it shall be necessary or desirable for Executive to
         retain legal counsel and/or incur other costs and expenses in
         connection with the enforcement of any and all of his rights under this
         Agreement, the Company shall pay (or Executive shall be entitled to
         recover from he Company, as the case may be) his reasonable attorneys'
         fees and costs and expenses in connection with the enforcement of any
         arbitration award in court, regardless of the final outcome, unless the
         arbitrators shall determine that under the circumstances recovery by
         Executive of all or a part of any such fees and costs and expenses
         would be unjust.

            (b) Executive acknowledges that a breach or threatened breach by
         Executive of Sections 8 or 9 of this Agreement will give rise to
         irreparable injury to the Company and that money damages will not be
         adequate relief for such injury. Notwithstanding paragraph (a) above,
         the Company and Executive agree that the Company may seek and obtain
         injunctive relief, including, without limitation, temporary restraining
         orders, preliminary injunctions and/or permanent injunctions, in a
         court of proper jurisdiction to restrain or prohibit a breach or
         threatened breach of Section 8 or 9 of this Agreement. Nothing herein
         shall be construed as prohibiting the Company from pursuing any other
         remedies available to the Company for such breach or threatened breach,
         including the recovery of damages from Executive.

         18. Notices. Any notice required or permitted to be given under this
Agreement shall be sufficient if in writing and if sent by registered mail to
his residence, in the case of Executive, or to the business office of its Chief
Executive Officer, in the case of the Company.

         19. Waiver of Breach and Severability. The waiver by either party of a
breach of any provision of this Agreement by the other party shall not operate
or be construed as a waiver of any subsequent breach by either party. In the
event any provision of this Agreement is found to be

                                       15

<PAGE>   16


invalid or unenforceable, it may be severed from the Agreement and the remaining
provisions of the Agreement shall continue to be binding and effective.

         20. Entire Agreement. This instrument contains the entire agreement of
the parties and supersedes all prior agreements between them. This agreement may
not be changed orally, but only by an instrument in writing signed by the party
against whom enforcement of any waiver, change, modification, extension or
discharge is sought.

         21. Binding Agreement and Governing Law; Assignment Limited. This
Agreement shall be binding upon and shall inure to the benefit of the parties
and their lawful successors in interest and shall be construed in accordance
with and governed by the laws of the State of Indiana. This Agreement is
personal to each of the parties hereto, and neither party may assign nor
delegate any of its rights or obligations hereunder without the prior written
consent of the other.

         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.

                                             CONSECO, INC.



                                             By: /s/ Stephen C. Hilbert
                                                 -------------------------------
                                                 Stephen C. Hilbert
                                                   Chairman of the Board

                                                 "Company"



                                                 /s/ James S. Adams
                                                 -------------------------------
                                                 James S. Adams

                                                 "Executive"



                                       16