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                                                                        EX-10.39


                             SPLIT-DOLLAR AGREEMENT
                        (Stephen C. and Tomisue Hilbert)


         THIS AGREEMENT, made and entered into by and among CONSECO, INC., an
Indiana corporation (the "Corporation"), STEPHEN C. HILBERT, of Carmel, Indiana
(the "Employee"), and ROLLIN M. DICK, of Zionsville, Indiana, Trustee of the
STEPHEN C. AND TOMISUE HILBERT IRREVOCABLE TRUST, dated May 16, 1996 (the
"Owner").


                                    Recitals

         A.  The Employee is employed by the Corporation.

         B.  The Employee desires to provide life insurance protection for the
             Employee's family in the event of the Employee's death, under a
             policy of "second to die" life insurance insuring the life of the
             Employee and also his wife, TOMISUE HILBERT, and payable upon the
             death of the second of them, which Policy is described in Exhibit
             "A" attached hereto and by this reference made a part hereof (the
             "Policy"), and which was or is being issued by MANUFACTURERS LIFE
             INSURANCE COMPANY (U.S.A.) (the "Insurer").

         C.  The Employee is also an officer and director of the Corporation and
             has contributed significantly to its success. The Corporation
             desires to continue to retain the services of the Employee, and
             accordingly, the Corporation is willing to pay a portion of the
             premiums due on the Policy as an additional employment benefit for
             the Employee, on the terms and conditions hereinafter set forth.

         D.  The Owner is the owner of the Policy and, as such, possesses all
             incidents of ownership in and to the Policy.

         E.  The Corporation desires to have the Policy collaterally assigned to
             it by the Owner, pursuant to a collateral assignment in the form of
             Exhibit "B" attached hereto and by this reference made a part
             hereof or such form as proposed by the Insurer that is acceptable
             to the parties hereto (the "Collateral Assignment"), to secure the
             repayment of the amounts which it will pay toward the premiums on
             the Policy.

         F.  The parties hereto intend that under the Collateral Assignment, the
             Corporation shall receive only the right to such repayment, with
             the Owner

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             retaining all other ownership rights in the Policy, as specified
             herein, and the Corporation shall have no "incidents of ownership"
             (as defined in Treas. Reg. Section 20.2042-l(c)(2)) in the Policy.

                                    Agreement

         NOW, THEREFORE, in consideration of the foregoing Recitals, of the
mutual covenants and promises contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto agree as follows:

         1. Purchase of the Policy. The Owner has purchased the Policy from the
            Insurer in the total face amount of $25,000,000. The parties hereto
            have taken all necessary action to cause the Insurer to issue the
            Policy, and shall take any further action which may be necessary to
            cause the Policy to conform to the provisions of this Agreement. The
            Corporation agrees that it will take such actions as are necessary
            to cause the Policy to remain in full force and effect during the
            lifetimes of the Employee and his said wife. The parties hereto
            agree that the Policy shall be subject to the terms and conditions
            of this Agreement and of the Collateral Assignment filed with the
            Insurer relating to the Policy.

         2. Ownership of the Policy.

               a. The Owner shall be the sole and absolute owner of the Policy,
                  and may exercise all ownership rights granted to the owner
                  thereof by the terms of the Policy, except as may otherwise be
                  provided herein.

               b. It is the agreement of the parties hereto and the Collateral
                  Assignment that the Owner shall retain all rights which the
                  Policy grants to the owner thereof. The sole right of the
                  Corporation hereunder shall be to be repaid the amounts which
                  it has paid toward the premiums on the Policy and,
                  accordingly, the Corporation shall have no "incidents of
                  ownership" (as defined in Treas. Reg. Section 20.2042-l(c)(2))
                  in the Policy, except the right to borrow against its cash
                  surrender value, subject to the terms hereof and provided the
                  Corporation shall pay when due any and all interest and other
                  charges assessed by the Insurer regarding such indebtedness.
                  Specifically, but without limitation, the Corporation shall
                  neither have nor exercise any right as collateral assignee of
                  the Policy which could in any way defeat or impair the Owner's
                  right to receive the cash surrender value or the death


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                  proceeds of the Policy in excess of the amount due the
                  Corporation hereunder. All provisions of this Agreement and of
                  the Collateral Assignment shall be construed so as to carry
                  out such intention.

         3. Policy Dividends. Any dividend declared on the Policy shall be
            applied to purchase paid-up additional insurance on the life of the
            Employee. The parties hereto agree that the dividend election
            provisions of the Policy shall conform to the provisions hereof.


         4. Payment of Premiums.

               a. Thirty (30) days prior to the due date of each Policy premium,
                  the Corporation shall notify the Employee or the Owner of the
                  exact amount due (i) while both the Employee and his said wife
                  are living, from the Employee hereunder, measured by the IRS
                  PS 38 table rates, and (ii) after the first of them to die,
                  from the Employee (or his said wife if the Employee has
                  predeceased her) hereunder, which shall be an amount equal to
                  the annual cost of current life insurance protection under the
                  Policy, measured by the lower of the PS 58 rate, set forth in
                  Rev. Rul. 55-747, 1955-2 C.B. 228 (or the corresponding
                  applicable provision of any subsequent Revenue Ruling), or the
                  Insurer's current published premium rate for annually
                  renewable term insurance for standard risks. Either the
                  Employee (or his said wife) or the Owner, on behalf of the
                  Employee, shall pay such required contribution to the
                  Corporation prior to the premium due date. If neither the
                  Employee nor the Owner makes such timely payment, the
                  Corporation, in its sole discretion, may elect to make the
                  Employee's portion of the premium payment, which payment shall
                  be recovered by the Corporation as provided herein.

               b. On or before the due date of each Policy premium, or within
                  the grace period provided therein, the Corporation shall pay
                  the full amount of the premium to the Insurer, and shall, upon
                  request, promptly furnish the Employee (or his said wife, if
                  the Employee has predeceased her) and the Owner evidence of
                  timely payment of such premium. The Corporation shall annually
                  furnish the Employee and the Owner evidence of timely payment


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                  of such premium. The Corporation shall annually furnish the
                  Employee (or his said wife, if the Employee has predeceased
                  her) a statement of the amount of income reportable by the
                  Employee for federal and state income tax purposes, if any, as
                  a result of the insurance protection provided the Owner as the
                  policy beneficiary.


         5. Collateral Assignment. To secure the repayment to the Corporation of
            the amount of the premiums on the Policy paid by it hereunder, the
            Owner has, contemporaneously herewith, assigned the Policy to the
            Corporation as collateral in accordance with the terms of the
            Collateral Assignment. The Collateral Assignment of the Policy to
            the Corporation hereunder shall not be terminated, altered or
            amended by the Owner while this Agreement is in effect. The parties
            hereto agree to take all action necessary to cause the Collateral
            Assignment to conform to the provisions of this Agreement.

         6. Limitations on Owner's Rights in Policy. The Owner shall not sell,
            assign, transfer, borrow against, surrender or cancel the Policy,
            change the beneficiary designation provision thereof, or terminate
            the dividend election thereof.


         7.   Collection of Death Proceeds.

               a. Upon the second death of the Employee and his said wife, the
                  Corporation and the Owner shall cooperate to take whatever
                  action is necessary to collect the death benefit provided
                  under the Policy. When such benefit has been collected and
                  paid as provided herein, this Agreement shall thereupon
                  terminate.


               b. Upon the second death of the Employee and his said wife, the
                  Corporation shall have the unqualified right to receive a
                  portion of such death benefit equal to the total amount of the
                  premiums paid by it hereunder. The balance of the death
                  benefit provided under the Policy, if any, shall be paid
                  directly to the Owner, in the manner and in the amount or
                  amounts provided in the beneficiary designation provision of
                  the Policy. Notwithstanding any term or provision hereof to
                  the contrary, in no event shall the amount payable to the
                  Corporation hereunder exceed the Policy proceeds payable at
                  the second death of the Employee and his said wife. No amount
                  shall be paid from such death benefit to the Owner until the
                  full amount due the


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                  Corporation hereunder has been paid. The parties hereto agree
                  that the beneficiary designation provision of the Policy shall
                  conform to the provisions hereof.

               c. Notwithstanding any term or provision hereof to the contrary,
                  in the event that, for any reason whatsoever, no death benefit
                  is payable under the Policy upon the second death of the
                  Employee and his said wife and in lieu thereof the Insurer
                  refunds all or any part of the premiums paid for the Policy,
                  the Corporation and the Owner shall have the unqualified right
                  to share such premiums based on their respective cumulative
                  contributions thereto.

         8. Termination of the Agreement During the Employee's and His Said
            Wife's Lifetimes. This Agreement shall terminate, during the
            lifetimes of Employee and his said wife, without notice, upon the
            occurrence of any of the following events: (1) bankruptcy of the
            Corporation; or (2) failure of the Employee (or his said wife) and
            the Owner to timely pay the Corporation the Employee's (or his said
            wife's) portion of the premium, if any, due hereunder, unless the
            Corporation elects to make such payment on behalf of the Employee,
            as provided herein.


         9. Disposition of the Policy on Termination of the Agreement During the
            Employee's and His Said Wife's Lifetimes.

               a. For sixty (60) days after the date of the termination of this
                  Agreement during the lifetimes of Employee and his said wife,
                  the Owner shall have the option of obtaining the release of
                  the Collateral Assignment. To obtain such release, the Owner
                  shall repay to the Corporation the total amount of the premium
                  payments made by the Corporation hereunder, less any
                  indebtedness secured by the Policy which was incurred by the
                  Corporation and remains outstanding as of the date of such
                  termination, including any interest due on such indebtedness.
                  Upon receipt of such amount, the Corporation shall release the
                  Collateral Assignment, by the execution and delivery of an
                  appropriate instrument of release.

               b. If the Owner fails to exercise such option within such sixty
                  (60) day period, then, at the request of the


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                  Corporation, the Owner shall execute any document or documents
                  required by the Insurer to transfer the interest of the Owner
                  in the Policy to the Corporation. Alternatively, the
                  Corporation may enforce its right to be repaid the amount of
                  the premiums on the Policy paid by it from the cash surrender
                  value of the Policy under the Collateral Assignment; provided,
                  however, that in the event the cash surrender value of the
                  Policy exceeds the amount due the Corporation, such excess
                  shall be paid to the Owner. Thereafter, neither the Owner nor
                  the Owner's successors, assigns or beneficiaries shall have
                  any further interest in and to the Policy, under the terms
                  thereof, under this Agreement or the Collateral Assignment.


              10. Insurer Not a Party. The Insurer shall be fully discharged
                  from its obligations under the Policy by payment of the Policy
                  death benefit to the beneficiary or beneficiaries named in the
                  Policy, subject to the terms and conditions of the Policy. In
                  no event shall the Insurer be considered a party to this
                  Agreement, or any modification or amendment hereof. No
                  provision of this Agreement, or of any modification or
                  amendment hereof, shall in any way be construed as enlarging,
                  changing, varying or in any other way affecting the
                  obligations of the Insurer as expressly provided in the
                  Policy, except insofar as the provisions hereof are made a
                  part of the Policy by the Collateral Assignment.


              11. Amendment. This Agreement may not be amended, altered or
                  modified, except by a written instrument signed by the parties
                  hereto, or their respective successors or assigns, and may not
                  be otherwise terminated except as provided herein.

              12. Binding Effect. This Agreement shall be binding upon and inure
                  to the benefit of the Corporation and its successors and
                  assigns, and the Employee, the Owner, and their respective
                  successors, assigns, heirs, executors, administrators and
                  beneficiaries.


              13. Notices. Any notice, consent or demand required or permitted
                  to be given under the provisions of this Agreement shall be in
                  writing, and shall be signed by the party giving or making the
                  same. If such notice, consent or demand is mailed to a party
                  hereto, it shall be sent by United States certified mail,
                  postage prepaid, addressed to such party's last known address
                  as shown on the records of the Corporation. The date of such
                  mailing shall be deemed the date of notice, consent or demand.


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              14. Governing Law. This Agreement, and the rights of the parties
                  hereunder, shall be governed by and construed in accordance
                  with the laws of the State of Indiana.

              15. Counterparts. This Agreement may be executed in counterparts,
                  each of which shall be deemed an original, but all of which,
                  together, shall be deemed one and the same document.



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IN WITNESS WHEREOF, the parties hereto have executed this Split-Dollar Agreement
on this 18th day of December, 1998.

CONSECO, INC.                                     AMENDED HILBERT RESIDENCE
                                                    MAINTENANCE TRUST,
                                                    dated December 19, 1996

By: /s/ Rollin M. Dick                            By: /s/ Rollin M. Dick
    ---------------------------                       ------------------
Printed:  Rollin M. Dick                              Rollin M. Dick, Trustee 
Title:  Executive Vice President
                                                                         "Owner"
            "Corporation"


/s/ Stephen C. Hilbert
----------------------
Stephen C. Hilbert

          "Employee"




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                                   EXHIBIT "A"



         The following life insurance policy is subject to the attached
Split-Dollar Agreement:

         Insurer:  Manufacturers Life Insurance Company (U.S.A.)

         Insured:  Stephen C. Hilbert and Tomisue Hilbert

         Policy Number:  55627152

         Face Amount:  $25,000,000

         Date of Issue:  December 2, 1998


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                                   EXHIBIT "B"

                 COLLATERAL ASSIGNMENT OF LIFE INSURANCE POLICY
                       PURSUANT TO SPLIT-DOLLAR AGREEMENT

         1. Assignment. FOR VALUE RECEIVED, ROLLIN M. DICK, of Zionsville,
Indiana, Trustee of the STEPHEN C. AND TOMISUE HILBERT IRREVOCABLE TRUST, dated
May 16, 1996, (the "Owner"), does hereby assign, transfer and set over to
CONSECO, INC., an Indiana corporation, and its successors and assigns (the
"Assignee"), the following specific rights in and to the "second to die" policy
listed on Exhibit "A" attached hereto and by this reference made a part hereof,
issued by the insurance company listed on Exhibit "A" (the "Insurer"), together
with any supplementary contract or contracts issued in connection therewith
(said policy, together with said supplementary contract or contracts are
hereinafter collectively referred to as the "Policy"), insuring the life of
STEPHEN C. HILBERT of Carmel, Indiana (the "Insured") and his wife, TOMISUE
HILBERT on a "second to die" basis subject to all the terms and conditions of
the Policy and to all superior liens, if any, which the Insurer may have against
the Policy. The Owner, by this Assignment, and the Assignee, by the acceptance
of the assignment to it hereunder, agree to the terms and conditions contained
herein.

         2. Liabilities Secured by This Assignment. This Assignment is made, and
the Policy is to be held as collateral security for, all liabilities of the
Owner to the Assignee, now existing or hereafter arising under and pursuant to
that certain Split-Dollar Agreement, among the Assignee, the Insured and the
Owner of even date herewith (the "Split-Dollar Agreement"). It is the intention
of the Owner to reserve all rights in and to the Policy, except those specific
rights to realize on a portion of the cash value thereof and a portion of the
death benefit thereof granted to the Assignee hereby, as security for and only
to the extent of the liabilities of the Owner to the Assignee under the
Split-Dollar Agreement.

         3. Assignee's Limited Rights. It is expressly agreed that the
Assignee's interest in the Policy shall be limited to the following rights: (a)
the right to be paid for its premium payments, less any indebtedness secured by
the Policy which was incurred by the Corporation, pursuant to, and as provided
by, the Split-Dollar Agreement, with respect to the Policy (the "Payment
Amount"); (b) the right to be paid the Payment Amount by realizing on a portion
of the cash value of the Policy in the event of the termination of the
Split-Dollar Agreement, as provided in the Split-Dollar Agreement; and (c) the
right to be paid the Payment Amount by realizing on a portion of the proceeds of
the Policy upon the second death of the Insured and said wife. The Assignee
shall have no other or further rights in and to the Policy as a result of the
assignment hereunder. Except as otherwise provided in the Split-Dollar
Agreement, the Assignee shall not have the right to borrow against, make
withdrawals, cancel, surrender, pledge or assign the Policy, or exercise any
other "incidents of ownership" as defined under Treas. Reg. Section
20.2042-l(c)(2).

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         4. Owner Retains All Other Incidents of Ownership. Except as
specifically provided herein, the Owner shall retain all incidents of ownership
in and to the Policy, including, but not limited to: (a) the sole right to
collect and receive all distributions or shares of surplus, dividend deposits or
additions to the Policy now or hereafter made or apportioned thereto, except as
otherwise provided herein, and to exercise any and all options contained in the
Policy with respect thereto; (b) the sole right to exercise all non-forfeiture
rights permitted by the terms of the Policy or allowed by the Insurer and to
receive all benefits and advantages derived therefrom; (c) the sole right to
elect any optional mode of settlement permitted by the Policy or allowed by the
Insurer; and (d) the right to collect from the Insurer that portion of the net
proceeds of the Policy when it becomes a claim by death or maturity not payable
to the Assignee under the Split-Dollar Agreement; provided however, that the
foregoing rights retained by the Owner shall be subject to the terms and
conditions of the Split-Dollar Agreement.

         5. Additional Agreements of the Assignee. The Assignee agrees with the
Owner as follows: (a) any balance or sums received hereunder from the Insurer
remaining after payment of the then existing liabilities of the Owner to the
Assignee under the Split-Dollar Agreement shall be paid to the persons entitled
thereto under the terms of the Policy as if this Assignment had not been
executed; (b) the Assignee will not exercise any of the rights granted herein to
it unless and until there has been default in any of the liabilities by the
Owner to the Assignee under the Split- Dollar Agreement, and until twenty (20)
days after the Assignee shall have mailed, by first class mail, to the Owner,
notice of its intention to exercise such right; and (c) the Assignee will, upon
request, forward the Policy to the Insurer, without unreasonable delay, for any
election of optional mode of settlement, or the exercise of any other right
reserved by the Owner hereunder.

         6. Insurer. The Insurer is hereby authorized to recognize the
Assignee's claims to rights hereunder without investigating the reason for any
action taken by the Assignee, the validity or amount of any of the liabilities
of the Owner to the Assignee under the Split-Dollar Agreement, the existence of
any default therein, the giving of any notice required herein, or the
application to be made by the Assignee of any amounts to be paid to the
Assignee. The sole signature of the Assignee or the Owner shall be sufficient
for the exercise of their respective rights under the Policy and this Assignment
and the sole receipt of the Assignee or the Owner for any sums received by the
respective party from the Insurer shall be a full discharge and release therefor
to the Insurer.

         7. Insurer Relieved of Liability. The Insurer shall be fully protected
in (and shall have no liability from) recognizing (and complying with) any
request made by the Owner or Assignee, with or without the consent of any other
person or entity.


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         8. Release of This Collateral Assignment. Upon the full payment of the
liabilities of the Owner to the Assignee pursuant to the Split-Dollar Agreement,
the Assignee shall promptly release and reassign to the Owner all specific
rights in the Policy included in this Assignment.

         9. Additional Rights and Powers of Assignee. The exercise of any right,
option, privilege or power herein granted to the Assignee shall be at the option
of the Assignee, and except as provided herein, the Assignee may exercise any
such right, option, privilege or power without notice to, or assent by, or
affecting the liability of, or releasing any interest hereby assigned by the
Owner. The Assignee may take or release other security, may grant extensions,
renewals or indulgences with respect to the obligations of the Owner to the
Assignee under the Split-Dollar Agreement, or may apply the proceeds of the
Policy hereby assigned or any amount received on account of the Policy by the
exercise of any right permitted under this Assignment, without resorting to or
regard to other security, if any.

         10. Conflicts. In the event of any conflict between the provisions of
this Assignment and the provisions of the Split-Dollar Agreement, with respect
to the Policy or the Assignee's rights of collateral security therein, the
provisions of this Assignment shall prevail.

         11. No Bankruptcy Proceeding. The Owner declares that no proceedings in
bankruptcy are pending against the Owner, and that the Owner's property is not
subject to any assignment for the benefit of creditors of the Owner.

        12. Counterparts. This Assignment may be executed in counterparts, each
of which shall be deemed an original, but all of which, together, shall be
deemed one and the same document.

         IN WITNESS WHEREOF, the parties hereto have executed this Collateral
Assignment of Life Insurance Policy Pursuant to Split-Dollar Agreement on this
18th day of December, 1998.

                                           STEPHEN C. AND TOMISUE HILBERT
                                            IRREVOCABLE TRUST,
                                            dated May 16, 1996


                                            By: 
                                               ---------------------------------
                                                Rollin M. Dick, Trustee


                                               "Owner"

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Agreed and accepted on this 18th day of December, 1998.

                                       CONSECO, INC.

                                       By:






                                       Printed:





                                       Title:









                                       "Assignee"


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                                   EXHIBIT "A"

         The following life insurance policy is subject to the attached
Collateral Assignment:

         Insurer:  Manufacturers Life Insurance Company (U.S.A.)

         Insured:  Stephen C. Hilbert and Tomisue Hilbert

         Policy Number:  55627152

         Face Amount:  $25,000,000

         Date of Issue:  December 2, 1998




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