GUARANTY

                          Dated as of November 22, 2000

                                     between

                                 CONSECO, INC.,
                                  as Guarantor,

                                       and

                     BANK OF AMERICA, NATIONAL ASSOCIATION,
                             as Administrative Agent











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                                    GUARANTY

                  THIS GUARANTY (this "Guaranty") is entered into as of November
22, 2000 by CONSECO, INC., an Indiana corporation ("Guarantor"), in favor of
BANK OF AMERICA, National Association, as administrative agent (the
"Administrative Agent") for the financial institutions (the "Banks" and together
with Administrative Agent, collectively, the "Guaranteed Parties") who are or
from time to time may become party to the Credit Agreement (as hereinafter
defined). Unless otherwise defined herein, capitalized terms used herein shall
have the meanings assigned to such terms pursuant to Article I hereof.

                              W I T N E S S E T H:

                  WHEREAS, certain individuals (herein, collectively called, the
"Existing Borrowers" and each individually, an "Existing Borrower") entered into
that certain Credit Agreement, dated as of May 13, 1996, which has been amended
and restated pursuant to that certain Amended and Restated Credit Agreement,
dated as of August 26, 1997 (as from time to time, in whole or in part, the same
was amended, modified, supplemented, restated, refinanced, refunded or renewed,
the "Existing Credit Agreement"), among the Existing Borrowers, the Banks and
the Administrative Agent, whereby the Banks made term loans to the Existing
Borrowers in an aggregate original principal amount of $180,000,000 (the
"Existing Loans") on the terms and subject to the conditions contained in the
Existing Credit Agreement;

                  WHEREAS, as a condition to the Administrative Agent and the
Banks entering into the Existing Credit Agreement, Guarantor was required to and
did execute and deliver to the Administrative Agent that certain Guaranty, dated
as of May 13, 1996, and as a condition to the Administrative Agent and the Banks
entering into the Existing Credit Agreement, Guarantor was required to and did
execute and deliver its Amended and Restated Guaranty, dated as of August 26,
1997 (as amended or modified through the date hereof, the "Existing Guaranty"),
whereby Guarantor absolutely, unconditionally and irrevocably agreed to pay in
full all Obligations (as defined in the Existing Guaranty) of the Existing
Borrowers under the Existing Credit Agreement;

                  WHEREAS, Guarantor has established a program to allow for
certain of the Existing Borrowers to refinance the Existing Loans;

                  WHEREAS, the Administrative Agent and the Banks have agreed to
refinance the Existing Loans pursuant to that certain Credit Agreement, dated as
of November 22, 2000 (as from time to time, in whole or in part, the same may be
amended, modified, supplemented, restated, refinanced, refunded or renewed, the
"Credit Agreement"), among the certain of the Existing Borrowers (the
"Borrowers"), the Banks and the Administrative Agent, on the terms and subject
to the conditions contained in the Credit Agreement;





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                  WHEREAS, as a condition precedent to the Banks executing and
delivering the Credit Agreement and making the Loans thereunder, Guarantor is
required to execute and deliver this Guaranty; and

                  WHEREAS, Guarantor has been duly authorized to execute,
deliver and perform this Guaranty;

                  WHEREAS, Guarantor will derive substantial direct and indirect
benefits  from the Loans  made to the  Borrowers  by the Banks  pursuant  to the
Credit Agreement;

                  NOW THEREFORE, for good and valuable consideration the receipt
and sufficiency of which is hereby acknowledged, and in order to induce the
Banks to refinance the Existing Loans to the Borrowers pursuant to the Credit
Agreement, Guarantor agrees, for the benefit of each Guaranteed Party, as
follows:

                                   ARTICLE I.

                                  DEFINITIONS

                  SECTION 1.1. Certain Terms. Capitalized terms used herein,
unless otherwise defined herein, shall have the respective meanings assigned
thereto in the Credit Agreement; provided that such definitions shall survive
any termination of the Credit Agreement. In addition, when used herein the
following terms shall have the following meanings (such definitions to be
equally applicable to the singular and plural forms thereof):

                  "Administrative Agent" has the meaning set forth in the
                  Preamble.

                  "Appendix" means the Appendix attached to the Revolving Credit
                  Agreement, which is hereby incorporated by reference.

                  "Banks" or "Bank" has the meaning set forth in the Preamble.

                  "Borrowers" or "Borrower" has the meaning set forth in the
                  fourth recital.

                  "Borrower  Default"  has the  meaning  set  forth  in  Section
                  6.1(a).

                  "Credit Agreement" has the meaning set forth in the fourth
                  recital.

                  "Credit Documents" has the meaning set forth in Section
                  2.3(a).

                  "Existing Borrowers" has the meaning set forth in the first
                  recital.

                  "Existing Credit Agreement" has the meaning set forth in the
                  first recital.

                  "Existing Guaranty" has the meaning set forth in the second
                  recital.



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                  "Existing Loans" has the meaning set forth in the first
                  recital.

                  "Guaranteed Obligations" has the meaning set forth in Section
                  2.1.

                  "Guaranteed Party" has the meaning set forth in the Preamble.

                  "Guarantor" has the meaning set forth in the Preamble.

                  "Guaranty" has the meaning set forth in the Preamble.

                  "Indemnified Liabilities" has the meaning set forth in Section
                  6.2(c).

                  "Indemnified Parties" has the meaning set forth in Section
                  7.2.

                  "Relevant Agent" shall have the meaning set forth in the
                  Appendix.

                  "Relevant Banks" shall have the meaning set forth in the
                  Appendix.

                  "Relevant Facility" shall have the meaning set forth in the
                  Appendix.

                  "Revolving Credit Agreement" shall mean the Five-Year Credit
Agreement dated as of September 25, 1998, between Guarantor, the financial
institutions party thereto and Administrative Agent, as amended by the First
Amendment to Five-Year Credit Agreement, dated as of September 22, 2000, as the
same may be further amended, modified or supplemented from time to time.

                  "September 22, 2000 Agreement" means that Agreement dated as
of September 22, 2000 among Guarantor, the Agent, and the Banks, as the same may
be further amended, modified, or supplemented from time to time.

                  "Subrogation Rights" has the meaning set forth in Section 2.6.

                  "Termination Event" shall have the meaning set forth in the
September 22, 2000 Agreement; provided that, for purposes of this Guaranty, (i)
the term "Existing Guaranty" as used in each of clause (d) and in clause (g) of
Section 9 of the September 22, 2000 Agreement, shall be deemed to also include
this Guaranty (and, as a result, and without limiting the generality of the
foregoing, any event of default by Guarantor hereunder (including, without
limitation, any default under Section 4.4 hereof and any Event of Default under
Section 4.5 hereof) shall constitute a Termination Event under clause (g) of
Section 9 of the September 22, 2000 Agreement), (ii) the term "CIHC Guaranty" as
used in each clause (d) and in clause (h) of Section 9 of the September 22, 2000
Agreement, which originally related only to the Existing CIHC Guaranty, shall be
deemed to also include the CIHC Guaranty, (iii) the term "Existing Credit
Agreement" as used in clause (f) of the September 22, 2000 Agreement shall be
deemed to



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also include the Credit Agreement, and (iv) the term "Plan" as used in clause
(e) of the September 22, 2000 Agreement shall be deemed to also include the
Plan.

                                  ARTICLE II.

                               GUARANTY PROVISIONS

                  SECTION 2.1. Guaranty. Guarantor hereby absolutely,
unconditionally and irrevocably:

                  (a) guaranties to the Guaranteed Parties the full and punctual
         payment (i) of all obligations of each Borrower to the Guaranteed
         Parties for the payment of principal upon the earlier to occur of (A)
         December 31, 2003 and (B) the occurrence of a Termination Event, and
         (ii) of all obligations other than principal of each Borrower to the
         Guaranteed Parties when due, whether at stated maturity, by required
         prepayment, declaration, acceleration, demand or otherwise, and at all
         times thereafter, in each case, howsoever created, arising or
         evidenced, whether direct or indirect, absolute or contingent, or now
         or hereafter existing, or due or to become due under the Credit
         Agreement, whether for principal, interest, fees, expenses or otherwise
         (including all such amounts which would become due but for the
         operation of the automatic stay provisions under Section 362(a) of the
         United States Bankruptcy Code, 11 U.S.C. ss.362(a), and the operation
         of Sections 502(b) and 506(b) of the United States Bankruptcy Code, 11
         U.S.C. ss.502(b) and ss.506(b)) (all such obligations hereinafter
         collectively called the "Guaranteed Obligations"); and

                  (b) indemnifies and holds harmless each Guaranteed Party or
         any holder of any Loan for any and all costs and expenses (including,
         without limitation, reasonable attorneys' fees and expenses) incurred
         by such Guaranteed Party or such holder, as the case may be, in
         enforcing any rights under this Guaranty;

This Guaranty constitutes a guaranty of payment (x) on or after the date set
forth in clause (a) (i) above with respect to principal and (y) of all other
amounts when due, and not of collection, and Guarantor specifically agrees that
it shall not be necessary or required that any Guaranteed Party or any other
holder of any Loan exercise any right, assert any claim or demand or enforce any
remedy whatsoever against any Borrower or any other obligor (or any other
Person) before the performance of, or as a condition to, the obligations of
Guarantor hereunder.

                  SECTION 2.2. Acceleration of Guaranty. Guarantor agrees that,
in the event of the insolvency of Guarantor or the inability or failure of
Guarantor to pay debts as they become due, or an assignment by Guarantor for the
benefit of creditors, or the commencement of any case or proceeding in respect
of any Borrower, any other obligor or Guarantor under any bankruptcy, insolvency
or similar federal or state laws, and if such event shall occur at a time when
any of the Guaranteed Obligations of such Borrower or such other obligor may not
then be



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due and payable, Guarantor will pay to the Banks forthwith (a) if such event
relates to such Borrower or any other obligor with respect to the Guaranteed
Obligations of such Borrower, the full amount which would be payable hereunder
by Guarantor if all Guaranteed Obligations of such Borrower were then due and
payable and (b) if such event relates to Guarantor or any other obligor with
respect to the obligations of Guarantor, the full amount which would be payable
hereunder by Guarantor if all the Guaranteed Obligations of all Borrowers were
then due and payable.

                  SECTION 2.3. Guaranty Absolute, etc. This Guaranty shall in
all respects be a continuing, absolute, unconditional and irrevocable guaranty
of payment, and shall remain in full force and effect until all Guaranteed
Obligations of the Borrowers and each other obligor have been paid in full, and
all obligations of Guarantor hereunder shall have been paid in full. Guarantor
guarantees that the Guaranteed Obligations of the Borrowers and each other
obligor and their respective Subsidiaries, if any, will be paid strictly in
accordance with the terms of the Credit Agreement and each other Loan Document
under which they arise, regardless of any law, regulation or order now or
hereafter in effect in any jurisdiction affecting any of such terms or the
rights of any Guaranteed Party or any holder of the Note(s) of any Borrower with
respect thereto. Consistent with (but not in limitation of) the other provisions
of this Section 2.3, the liability of Guarantor under this Guaranty shall be
absolute, unconditional and irrevocable irrespective of:

                  (a) any lack of validity, legality or enforceability of the
         Existing Credit Agreement, the Existing Guaranty, any other loan
         document relating to the Existing Credit Agreement or the Existing
         Guaranty, the September 22, 2000 Agreement, the Plan, the Credit
         Agreement, any Note or any other Loan Document (the "Credit
         Documents");

                  (b) the failure of any Guaranteed Party or any holder of any
         Note:

                      (i) to assert any claim or demand or to enforce any right
                  or remedy against any Borrower, any other obligor or any other
                  Person under the provisions of the Credit Documents or
                  otherwise; or

                      (ii) to exercise any right or remedy against any other
                  guarantor of, or collateral securing, any Guaranteed
                  Obligations of any Borrower or any other obligor;

                  (c) any change in the time, manner or place of payment of, or
         in any other term of, all or any of the Guaranteed Obligations of any
         Borrower or any other obligor, or any other extension, compromise or
         renewal of any Guaranteed Obligations of any Borrower or any other
         obligor;

                  (d) any reduction, limitation, impairment or termination of
         the Guaranteed Obligations of any Borrower or any other obligor for any
         reason, including any claim of



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         waiver, release, surrender, alteration or compromise, and shall not be
         subject to (and Guarantor hereby waives any right to or claim of) any
         defense or setoff, counterclaim, recoupment or termination whatsoever
         by reason of the invalidity, illegality, nongenuineness, irregularity,
         compromise, unenforceability of, or any other event or occurrence
         affecting, the Guaranteed Obligations of any Borrower, any other
         obligor or otherwise;

                  (e) any amendment to, rescission, waiver, or other
         modification of, or any consent to any departure from, any of the terms
         of the Credit Documents;

                  (f) any addition, exchange, release, surrender or
         non-perfection of any collateral, or any amendment to or waiver or
         release or addition of, or consent to any departure from, any other
         guaranty, held by any Guaranteed Party or any holder of any note
         securing any of the Guaranteed Obligations of any Borrower or any other
         obligor; or

                  (g) any other circumstance which might otherwise constitute a
         defense available to, or a legal or equitable discharge of, any
         Borrower, any other obligor, any surety or any guarantor.

                  SECTION 2.4. Reinstatement, etc. Guarantor agrees that this
Guaranty shall continue to be effective or be reinstated, as the case may be, if
at any time any payment (in whole or in part) of any of the Guaranteed
Obligations is rescinded or must otherwise be restored by any Guaranteed Party
or any holder of any Note, upon the insolvency, bankruptcy or reorganization of
any Borrower, any other obligor or otherwise, all as though such payment had not
been made.

                  SECTION 2.5. Waiver, etc. Guarantor hereby waives promptness,
diligence, notice of acceptance and any other notice with respect to any of the
Guaranteed Obligations of the Borrower or any other obligor, and this Guaranty
and any requirement that the Administrative Agent, any other Guaranteed Party or
any holder of any Note protect, secure, perfect or insure any security interest
or Lien, or any property subject thereto, or exhaust any right or take any
action against any Borrower, any other obligor or any other Person (including
any other guarantor) or entity or any collateral securing the Guaranteed
Obligations of any Borrower or any other obligor, as the case may be.

                  SECTION 2.6. Waiver of Subrogation; Subordination. Guarantor
hereby irrevocably waives with respect to any Borrower, until the prior
indefeasible payment in full in cash of all Guaranteed Obligations of such
Borrower under the Loan Documents, any claim or other rights which it may now or
hereafter acquire against such Borrower or any other obligor that arises from
the existence, payment, performance or enforcement of Guarantor's obligations
under this Guaranty or otherwise, including any right of subrogation,
reimbursement, exoneration, or indemnification, any right to participate in any
claim or remedy of the Guaranteed Parties against such Borrower or any other
obligor or any collateral which the



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Administrative Agent now has or hereafter acquires, whether or not such claim,
remedy or right (all such claims, remedies and rights being collectively called
"Subrogation Rights") arises in equity, or under contract, statute or common
law, including the right to take or receive from such Borrower or any other
obligor, directly or indirectly, in cash or other property or by set-off or in
any manner, payment or security on account of such claim or other rights. If any
amount shall be paid to Guarantor in violation of the preceding sentence and the
Guaranteed Obligations shall not have been paid in cash, in full, such amount
shall be deemed to have been paid to Guarantor for the benefit of, and held in
trust for, the Guaranteed Parties, and shall forthwith be paid to the Guaranteed
Parties to be credited and applied upon the Guaranteed Obligations of such
Borrower, whether matured or unmatured. Guarantor acknowledges that it will
receive direct and indirect benefits from the financing arrangements
contemplated by the Credit Agreement and that the waiver set forth in this
Section 2.6 is knowingly made in contemplation of such benefits.

                  SECTION 2.7. Successors, Transferees and Assigns; Transfers of
Notes, etc. This Guaranty shall:

                  (a) be binding upon Guarantor, and its successors, transferees
         and assigns; and

                  (b) inure to the benefit of and be enforceable by the
         Administrative Agent and each other Guaranteed Party.

Without limiting the generality of clause (b), any Bank may assign or otherwise
transfer (in whole or in part) any Note or Loan held by it to any other Person,
and such other Person shall thereupon become vested with all rights and benefits
in respect thereof granted to such Bank under any Loan Document (including this
Guaranty) or otherwise. Notwithstanding anything contained in this Section 2.7
to the contrary, this Section 2.7 shall not be deemed to enlarge or create
additional rights with respect to any Bank's ability to assign any portion of
its Loans or rights under any Note or any other Loan Document pursuant to
Section 12 of the Credit Agreement, and this Section 2.7 is expressly made
subject thereto.

                  SECTION 2.8. Payments Free and Clear of Taxes, etc. Guarantor
hereby agrees that:

                  (a) any and all payments made by Guarantor hereunder shall be
         made in accordance with Section 4.5 of the Credit Agreement free and
         clear of, and without deduction for, any and all Charges, to the same
         extent as if Guarantor were a Borrower;

                  (b) Guarantor hereby indemnifies and holds harmless each
         Guaranteed Party and each other holder of a Loan for the full amount of
         any Charges paid by such Guaranteed Party or such holder, as the case
         may be, and any liability (including penalties, interest and expenses)
         arising therefrom or with respect thereto; and



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                  (c) without prejudice to the survival of any other agreement
         of Guarantor hereunder, the agreements and obligations of Guarantor
         contained in this Section 2.8 shall survive the payment in full of the
         principal of and interest on the Loans.

                  SECTION 2.9. Right of Offset. In addition to and not in
limitation of all rights of offset that any Guaranteed Party or other holder of
a Note may have under applicable law or any other Loan Document, subject to the
terms of the Credit Agreement, each Guaranteed Party or other holder of a Note
shall during the continuance of any Termination Event and whether or not such
Guaranteed Party or such holder has made any demand or Guarantor's obligations
are matured, have the right to appropriate and apply to the payment of
Guarantor's obligations hereunder all deposits (general or special, time or
demand, provisional or final) then or thereafter held by, and other indebtedness
or property then or thereafter owing to, such Guaranteed Party or other holder,
whether or not related to this Guaranty or any transaction hereunder.

                                  ARTICLE III.

                         REPRESENTATIONS AND WARRANTIES;
                           INCORPORATION BY REFERENCE

                  To induce the Guaranteed Parties to enter into the Credit
Agreement and to make the Loans thereunder, Guarantor represents and warrants to
each Guaranteed Party that:

                  SECTION 3.1. Organization, etc. Guarantor and each of its
Subsidiaries is a corporation, partnership or limited liability company duly
organized or formed, validly existing and in good standing under the laws of the
state of its incorporation or formation and each of Guarantor and its
Subsidiaries is duly qualified to transact business and in good standing as a
foreign corporation, partnership or limited liability company authorized to do
business in each jurisdiction where the nature of its business makes such
qualification necessary and failure to so qualify could reasonably be expected
to have a Material Adverse Effect.

                  SECTION 3.2. Authorization. Guarantor (a) has the power to
execute, deliver and perform this Guaranty and the other Loan Documents to which
it is a party, and (b) has taken all necessary action to authorize the
execution, delivery and performance by it of this Guaranty and the other Loan
Documents to which it is a party.

                  SECTION 3.3. No Conflict. The execution, delivery and
performance by Guarantor of this Guaranty and the other Loan Documents to which
it is a party does not and will not (a) contravene or conflict with any
provision of any law, statute, rule or regulation, (b) contravene or conflict
with, result in any breach of, or constitute a default under, any material
agreement or instrument binding on Guarantor or any of its Subsidiaries
(including, without limitation, any writ, judgment, injunction or other similar
court order), (c) result in the creation or imposition of or the obligation to
create or impose any lien (except for liens permitted by Section 4.02 of the
Appendix) upon any of the property or assets of Guarantor or any of its



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Subsidiaries or (d) contravene or conflict with any provision of the articles of
incorporation or bylaws of Guarantor.

                  SECTION 3.4. Margin Regulations.

                  (a) None of the transactions contemplated hereunder or in
         connection herewith will in any way violate, contravene or conflict
         with any of the provisions of Regulation U;

                  (b) None of the obligations of any Borrower to Guarantor is or
         will be directly or indirectly secured by "margin stock" (as defined in
         Regulation U);

                  (c) Neither Guarantor nor any third party acting on behalf of
         Guarantor has taken or will take possession of any Borrower's "margin
         stock" to secure, directly or indirectly, any of the Guaranteed
         Obligations of such Borrower or the obligations of Guarantor under this
         Guaranty;

                  (d) Guarantor does not and will not have any right to prohibit
         any Borrower from selling, pledging, encumbering or otherwise disposing
         of any margin stock owned by such Borrower so long as this Guaranty is
         in effect or any of the Guaranteed Obligations of such Borrower or the
         obligations of Guarantor under this Guaranty remain outstanding;

                  (e) None of the Borrowers have granted or will grant Guarantor
         or any third party acting on behalf of Guarantor the right to
         accelerate repayment of any of the Guaranteed Obligations of such
         Borrower if any of the margin stock owned by such Borrower is sold by
         such Borrower or otherwise; and

                  (f) There is no agreement or other arrangement between any
         Borrower and Guarantor or any third party acting on behalf of Guarantor
         (and no such agreement or arrangement shall be entered into so long as
         this Guaranty is in effect or any of the Guaranteed Obligations of such
         Borrower or the obligations of Guarantor under this Guaranty remain
         outstanding) under which the margin stock of such Borrower would be
         made more readily available as security to Guarantor than to other
         creditors of such Borrower.

                  SECTION 3.5. No Termination Event. No Termination Event has
occurred and is continuing.



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                                   ARTICLE IV

                        COVENANTS AND EVENTS OF DEFAULT

                  SECTION 4.1. Appendix Covenants. Guarantor agrees that, on and
after the date hereof for so long thereafter as any of the Guaranteed
Obligations remain unpaid or outstanding, Guarantor will comply with the
covenants set forth in Articles II, III and IV of the Appendix and the terms and
provisions set forth therein shall be incorporated by reference in this Section
4.1 in their entirety as if fully set forth herein with the same effect as if
applied to this Section 4.1. All capitalized terms set forth in Articles II, III
and IV of the Appendix shall have the meanings provided in the Appendix. Such
covenants shall not be affected in any manner by the termination of the
Revolving Credit Agreement.

                  Notwithstanding the foregoing, if Articles II, III and IV of
the Appendix or any definitions set forth or used therein are amended or
modified in accordance with the terms of the Revolving Credit Agreement either
as the result of an amendment or modification to such section in the Appendix or
Guarantor's execution and delivery of a new credit facility in replacement,
restatement or substitution for the Revolving Credit Agreement, this Section 4.1
shall be deemed to be amended and modified to the extent set forth in the
Revolving Credit Agreement (as amended or modified) or any new credit facility
entered into in replacement, restatement or substitution for the Revolving
Credit Agreement.

                  SECTION 4.2. Margin Regulations. Guarantor shall take such
actions and execute and deliver such instruments or documents from time to time
as the Administrative Agent shall reasonably request to maintain continuous
compliance with Regulation U.

                  SECTION 4.3. Limitation on Additional Purpose Credit.
Notwithstanding any other provision of this Guaranty, the Credit Agreement or
the Revolving Credit Agreement to the contrary, Guarantor will not, and will not
permit any of its Wholly-Owned Subsidiaries and/or Significant Subsidiaries to
incur or assume any Indebtedness which constitutes "purpose credit" secured
"directly or indirectly" (as defined in Regulation U) by Margin Stock.

                  SECTION 4.4. Provision of Collateral Ratio Information.
Guarantor shall provide to the Administrative Agent and the Banks such
information as may be reasonably requested from time to time by the
Administrative Agent or the Required Banks to permit the Administrative Agent or
the Required Banks, as the case may be, to determine the "maximum good faith
loan value" (as defined in Regulation U) of the Indirect Collateral and do such
other acts and execute such other documentation to continue to comply with
Regulation U.

                  SECTION 4.5. Events of Default. The Events of Default set
forth in Section 5.01 of the Appendix are hereby incorporated by this reference.




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                                   ARTICLE V.

                 CONDITIONS AND EFFECTIVENESS OF THIS AGREEMENT

                  The obligation of the Banks to make the Loans is (in addition
to the conditions precedent set forth in Section 9 of the Credit Agreement)
subject to the performance by Guarantor of all of the obligations under this
Guaranty and to the satisfaction of the following conditions precedent:

                  SECTION 5.1. Loans. Prior to or concurrent with the making of
the Loans under the Credit Agreement, the Administrative Agent shall have
received all of the following, each, except to the extent otherwise specified
below, duly executed by a Responsible Officer of Guarantor, dated the date of
the Loans, in form and substance reasonably satisfactory to the Administrative
Agent, each in sufficient number of signed counterparts or copies to provide one
for each Bank and the Administrative Agent:

                  5.1.1. An opinion of David K. Herzog, counsel of Guarantor and
         its Subsidiaries, addressing such legal matters as the Administrative
         Agent may reasonably require;

                  5.1.2. An opinion of Weil, Gotshal & Manges LLP, outside
         counsel to Guarantor and its Subsidiaries, addressing such legal
         matters as the Administrative Agent may reasonably require;

                  5.1.3. An officer's certificate of Guarantor, dated as of the
         Closing Date, signed by a Responsible Officer of Guarantor, and
         attested to by the secretary thereof, together with certified copies of
         Guarantor's articles of incorporation, bylaws and directors
         resolutions;

                  5.1.4. Evidence of the good standing or certificates of
         compliance of Guarantor in the jurisdiction in which Guarantor was
         incorporated as of the Closing Date;

                  5.1.5. Evidence that Guarantor paid to the Administrative
         Agent the fees and expenses provided for herein;

                  5.1.6. Evidence reasonably satisfactory to the Administrative
         Agent of compliance by Guarantor with Regulation U; and

                  5.1.7. Such other information and documents as may reasonably
         be required by the Administrative Agent and the Administrative Agent's
         counsel.

                                   ARTICLE VI.

               SALE AND RELEASE OF PLEDGED SHARES; CASH COLLATERAL

                  SECTION 6.1. Sale of Pledged Shares. Notwithstanding any
provision set forth in any of the Loan Documents to the contrary, the
Administrative Agent agrees that after the occurrence and during the continuance
of any Event of Default with respect to any Borrower, the



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effect of which is to cause the Guaranteed Obligations of such Borrower to be
due and payable under the Credit Agreement (a "Borrower Default"), subject to
the provisions of Section 2.1 and Sections 6.2 and 6.4 below, it will not demand
that Guarantor pay the Guaranteed Obligations of such Borrower until after the
Administrative Agent has used its reasonable best efforts, in good faith, to
sell the Pledged Shares of such Borrower, such sale to be consummated in one or
a series of open market transactions through one or more reputable
broker-dealers at the then fair market value of such Pledged Shares.

                  SECTION 6.2. Conditions to Sale of Pledged Shares. The
obligation of the Administrative Agent not to demand payment hereunder pursuant
to Section 6.1 is subject to the following conditions:

                  (a) none of the following has occurred at the time of such
         Borrower Default or shall occur thereafter:

                       (i) a suspension or material limitation in trading in
                  securities generally or trading in the common stock of
                  Guarantor on the New York Stock Exchange or any other exchange
                  upon which the common stock of Guarantor may then be traded;

                       (ii) a general moratorium on commercial banking
                  activities in New York is declared by any Federal or New York
                  State authorities;

                       (iii) the Administrative Agent is prohibited or
                  materially limited from selling the Pledged Shares as a result
                  of any federal or state securities laws (including, without
                  limitation, the rules promulgated thereunder relating to the
                  disclosure of material information); or

                       (iv) any other event (including, without limitation,
                  commencement of any suit, action or litigation, filing of any
                  claim or any other similar proceeding or any change in any
                  applicable law) has occurred which, in the reasonable opinion
                  of the Administrative Agent, would prohibit, have a material
                  adverse effect on, or materially limit the Administrative
                  Agent's ability to sell the Pledged Shares as contemplated by
                  the terms of Section 6.1.

                  (b) Guarantor agrees that in any sale of any of the Pledged
         Shares, the Administrative Agent is authorized to comply with any
         limitation or restriction in connection with such sale as counsel may
         advise the Administrative Agent is necessary, in the reasonable opinion
         of such counsel, in order to avoid any violation of applicable law
         (including, without limitation, compliance with such procedures as may
         restrict the number of prospective bidders and purchasers, require that
         such prospective bidders and purchasers have certain qualifications,
         and restrict such prospective bidders and purchasers to persons who
         will represent and agree that they are purchasing for their own



                                     Page 12

<PAGE>



         account for investment and not with a view to the distribution or
         resale of such Collateral), or in order to obtain any required approval
         of the sale or of the purchaser by any governmental regulatory
         authority or official, and Guarantor further agrees that such
         compliance shall not result in such sale being considered or deemed not
         to have been made in a commercially reasonable manner, nor shall the
         Administrative Agent be liable or accountable to Guarantor for any
         discount allowed by reason of the fact that such Pledged Shares are
         sold in compliance with any such limitation or restriction.

                  (c) Guarantor further agrees to indemnify and hold harmless
         the Administrative Agent and the Banks and each of their respective
         officers, directors, employees, agents, successors and assigns, and any
         Person in control of any thereof, from and against any loss, liability,
         claim, damage and expense, including, without limitation, reasonable
         attorneys' fees actually incurred (in this paragraph collectively
         called the "Indemnified Liabilities"), under federal and state
         securities laws or otherwise resulting from the action or failure to
         act by Guarantor or any Borrower; provided that no such Person shall
         have the right to be indemnified hereunder for its own gross negligence
         or willful misconduct as determined by a court of competent
         jurisdiction.

                  SECTION 6.3. Release of Pledged Shares. The Administrative
Agent agrees that, so long as none of the events set forth in Section 6.2(a) has
occurred, it shall not release any of the Pledged Shares of any Borrower from
the Lien granted under the Pledge Agreement until the payment in full of all
obligations of such Borrower. Notwithstanding the foregoing, the Administrative
Agent shall be entitled to (i) release the Pledged Shares of such Borrower if
such Pledged Shares are replaced by additional common stock of Guarantor and
(ii) sell the Pledged Shares pursuant to Section 6.1 hereof or the Pledge
Agreement.

                  SECTION 6.4. Borrower Termination Event. Guarantor hereby
acknowledges and agrees that Sections 6.1 and 6.3 shall not apply to any
Termination Event relating to Guarantor or any of its Subsidiaries and, upon the
occurrence of a Termination Event relating to Guarantor or any of its
Subsidiaries, the Administrative Agent expressly reserves its rights and
remedies under this Guaranty to demand payment hereunder to satisfy the
Guaranteed Obligations of all Borrowers and the obligations of Guarantor
hereunder whether or not the Administrative Agent has sold or attempted to sell
the Pledged Shares of any Borrower or otherwise exercised its rights and
remedies under the Pledge Agreement or any other Loan Document. Furthermore
nothing contained herein shall be deemed to prohibit or limit in any way
whatsoever the Administrative Agent's or any Bank's right or ability to receive
its portion of the assets of Guarantor upon the exercise by any other Relevant
Agent or any other Relevant Banks of their rights and remedies under any other
Relevant Facility or any other creditor of Guarantor.



                                     Page 13
<PAGE>

                                  ARTICLE VII.

                                 MISCELLANEOUS

                  SECTION 7.1. Costs and Expenses. Guarantor agrees to pay on
demand all reasonable expenses of the Administrative Agent (including the
non-duplicative fees and reasonable expenses of counsel (including expenses of
in-house counsel) and of local counsel, if any, who may be retained by such
counsel) in connection with:

                  (i) the negotiation, preparation, execution, syndication and
         delivery of the Credit Agreement, this Guaranty and the other Loan
         Documents, including schedules and exhibits, and any amendments,
         waivers, consents, supplements or other modifications to the Credit
         Agreement, this Guaranty or the other Loan Documents as may from time
         to time hereafter be required, whether or not the transactions
         contemplated hereby or thereby are consummated; and

                  (ii) the preparation and/or review of the form of any document
         or instrument relevant to the Credit Agreement, this Guaranty or any
         other Loan Document.

Guarantor further agrees to pay, and to save the Administrative Agent and the
Banks, and their respective Affiliates, harmless from all liability for, any
stamp or other Taxes (other than income taxes of the Administrative Agent or the
Banks) which may be payable in connection with the execution or delivery of the
Credit Agreement, any Borrowing thereunder, the issuance of the Notes, if any,
this Guaranty or any other Loan Document. Guarantor also agrees to reimburse the
Administrative Agent and each Bank upon demand for all reasonable expenses
(including attorneys' fees and legal expenses) incurred by the Administrative
Agent or such Bank in connection with the enforcement of any Guaranteed
Obligations or obligations hereunder and the consideration of legal issues
relevant hereto and thereto whether or not such expenses are incurred by the
Administrative Agent on its own behalf or on behalf of the Banks. All
obligations of Guarantor provided for in this Section 7.1 shall survive
termination of this Guaranty. Notwithstanding the foregoing, the Administrative
Agent or a Bank shall not have the right to reimbursement under this Section 7.1
for amounts determined by a court of competent jurisdiction to have arisen from
the gross negligence or willful misconduct of the Administrative Agent or a
Bank.

                  SECTION 7.2. Indemnity. Guarantor agrees to indemnify the
Administrative Agent, each Bank, their Affiliates and their respective
directors, officers, employees, persons controlling or controlled by any of them
or their respective agents, consultants, attorneys and advisors (the
"Indemnified Parties") and hold each Indemnified Party harmless from and against
any and all liabilities, losses, claims, damages, costs and expenses of any kind
to which any of the Indemnified Parties may become subject, whether directly or
indirectly (including, without limitation, the reasonable fees and disbursements
of counsel for any Indemnified Party), relating to or arising out of the Credit
Agreement, this Guaranty, the other Loan Documents, or any actual or proposed
use of the proceeds of the Loans hereunder; provided that no Indemnified Party
shall have the right to be indemnified hereunder for its own gross negligence or
willful misconduct as determined by a court of competent jurisdiction. All
obligations of the Guarantor



                                     Page 14

<PAGE>



provided for in this Section 7.2 shall survive termination of the Credit
Agreement and this Guaranty.

                  SECTION 7.3. Notices. All notices, requests and other
communications to any party hereunder shall be in writing (including bank wire,
telex, facsimile or similar writing) and shall be given to such party at its
address, facsimile or telex number set forth on the signature or acknowledgment
pages hereof or such other address, facsimile or telex number as such party may
hereafter specify for the purpose by written notice to the Administrative Agent
and Guarantor. Each such notice, request or other communication shall be
effective (a) if given by facsimile or telex, when such facsimile or telex is
transmitted to the facsimile or telex number specified in this Section 7.3 and,
in each case, the appropriate answerback or other confirmation is received, (b)
if given by mail, seventy-two (72) hours after such communication is deposited
in the mails with first class postage prepaid, addressed as aforesaid or (c) if
given by any other means, when delivered at the address specified in this
Section 7.3.

                  SECTION 7.4. Successors and Assigns. This Guaranty, and the
terms, covenants and conditions hereof, shall be binding upon and inure to the
benefit of the parties hereto, and their respective successors and assigns,
except Guarantor shall not be permitted to assign this Guaranty nor any interest
herein nor in the Collateral, nor any part thereof, except in accordance with
the terms of the Credit Agreement.

                  SECTION 7.5. SUBMISSION TO JURISDICTION, ETC. EACH OF
GUARANTOR AND THE ADMINISTRATIVE AGENT (I) HEREBY IRREVOCABLY SUBMITS TO THE
JURISDICTION OF ANY ILLINOIS STATE OR FEDERAL COURT SITTING IN THE NORTHERN
DISTRICT OF ILLINOIS OVER ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO
THIS GUARANTY OR THE OTHER LOAN DOCUMENTS, AND EACH OF GUARANTOR AND THE
ADMINISTRATIVE AGENT HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF
SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH ILLINOIS STATE OR
FEDERAL COURT, AND (II) AGREES NOT TO INSTITUTE ANY LEGAL ACTION OR PROCEEDING
AGAINST THE OTHER PARTY HERETO OR THE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR
PROPERTY OF ANY THEREOF, ARISING OUT OF OR RELATING TO THIS GUARANTY, IN ANY
COURT OTHER THAN AS HEREINABOVE SPECIFIED IN THIS SECTION 7.5. EACH OF GUARANTOR
AND THE ADMINISTRATIVE AGENT HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY LAW, ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF
VENUE IN ANY ACTION OR PROCEEDING (WHETHER BROUGHT BY GUARANTOR, ANY OF ITS
SUBSIDIARIES, THE ADMINISTRATIVE AGENT, ANY BANK OR OTHERWISE) IN ANY COURT
HEREINABOVE SPECIFIED IN THIS SECTION 7.5 AS WELL AS ANY RIGHT IT MAY NOW OR
HEREAFTER HAVE TO REMOVE ANY SUCH ACTION OR PROCEEDING, ONCE COMMENCED, TO
ANOTHER COURT ON THE



                                     Page 15

<PAGE>



GROUNDS OF FORUM NON CONVENIENS OR OTHERWISE. EACH OF GUARANTOR AND THE
ADMINISTRATIVE AGENT AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR
PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY
SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.

                  SECTION 7.6. Amendments; Release. Notwithstanding anything to
the contrary contained in the Credit Agreement, the provisions of this Guaranty
may from time to time be amended, modified or waived, if such amendment,
modification or waiver is in writing and consented to by Guarantor and by the
Administrative Agent (with the consent of the Required Banks), and then any such
amendment, modification, waiver or consent shall be effective only in the
specific instance and for the specific purpose for which given; provided that no
such amendment, modification or waiver which would permit the release or
termination of all or a substantial portion of Guarantor's obligations under
this Guaranty shall be effective without the consent of each Bank.

                  SECTION 7.7. Section Headings. The section headings in this
Guaranty are inserted for convenience of reference and shall not be considered a
part of this Guaranty or used in its interpretation.

                  SECTION 7.8. Acknowledgments. No action of the Administrative
Agent permitted hereunder shall in any way affect or impair the rights of the
Administrative Agent and the obligations of Guarantor under this Guaranty.
Guarantor hereby acknowledges that there are no conditions to the effectiveness
of this Guaranty. Guarantor hereby acknowledges and agrees to make such
deliveries as are required of it and comply with the other provisions applicable
to it pursuant to the provisions of the Credit Agreement.

                  SECTION 7.9. Obligations Not Limited. All obligations of
Guarantor and rights of the Administrative Agent or obligation expressed in this
Guaranty shall be in addition to and not in limitation of those provided in
applicable law or in any other written instrument or agreement relating to any
of the Guaranteed Obligations.

                  SECTION 7.10. GOVERNING LAW. THIS GUARANTY SHALL BE A CONTRACT
MADE UNDER AND GOVERNED BY THE LAWS OF THE STATE OF ILLINOIS. ALL OBLIGATIONS OF
THE BORROWERS AND GUARANTOR AND RIGHTS OF THE ADMINISTRATIVE AGENT AND THE BANKS
IN RESPECT OF THE GUARANTEED OBLIGATIONS AND THE OBLIGATIONS OF GUARANTOR
EXPRESSED HEREIN OR IN THE OTHER LOAN DOCUMENTS SHALL BE IN ADDITION TO AND NOT
IN LIMITATION OF THOSE PROVIDED BY APPLICABLE LAW.

                  SECTION 7.11. Counterparts. This Guaranty may be executed in
any number of counterparts, each of which shall for all purposes be deemed an
original, but all such counterparts



                                     Page 16

<PAGE>



shall constitute but one and the same agreement. Guarantor hereby acknowledges
receipt of a true, correct and complete counterpart of this Guaranty.

                  SECTION 7.12. Agent. The Administrative Agent acts herein as
agent for itself, the Banks and any and all future holders of the Guaranteed
Obligations.

                  SECTION 7.13. WAIVER OF TRIAL BY JURY. EACH OF GUARANTOR AND
THE ADMINISTRATIVE AGENT HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES
ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM
CONCERNING ANY RIGHTS UNDER THIS GUARANTY, ANY OTHER LOAN DOCUMENT OR ANY OTHER
DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN
CONNECTION HEREWITH OR THEREWITH, OR ARISING FROM ANY BANKING RELATIONSHIP
EXISTING IN CONNECTION WITH THIS GUARANTY AND AGREES THAT ANY SUCH ACTION,
PROCEEDING OR COUNTERCLAIM SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY;
THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PARTIES ENTERING INTO THIS
GUARANTY.

                                      ***



                                     Page 17

<PAGE>



                  IN WITNESS WHEREOF, Guarantor has caused this Guaranty to be
duly executed and delivered by its officer thereunto duly authorized as of the
date first above written.


                                       CONSECO, INC.

                                       By:     /s/ THOMAS M. HAGERTY
                                               ----------------------------
                                       Name:   Thomas M. Hagerty
                                       Title:  Senior Vice President and Acting
                                                 Chief Financial Officer




                                     Page 18

<PAGE>










                      GUARANTY AND SUBORDINATION AGREEMENT

                          Dated as of November 22, 2000

                                     made by

                               CIHC, INCORPORATED,
                     as Guarantor and Subordinated Borrower,

                                       and

                                 CONSECO, INC.,
                       as Obligor and Subordinated Lender,

                                   in favor of

                     BANK OF AMERICA, NATIONAL ASSOCIATION,
                             as Administrative Agent
                           under the Credit Agreement
                          dated as of November 22, 2000






<PAGE>



                      GUARANTY AND SUBORDINATION AGREEMENT

          This Guaranty and Subordination Agreement (this "Agreement") is
entered into as of November 22, 2000 by CIHC, INCORPORATED and CONSECO, INC. in
favor of BANK OF AMERICA, NATIONAL ASSOCIATION, as administrative agent (in such
capacity, the "Agent") for the financial institutions (the "Banks" and together
with the Agent, collectively, the "Guarantied Parties") who are or from time to
time may become party to the Credit Agreement, dated as of November 22, 2000 (as
the same may be amended, supplemented, restated or otherwise modified from time
to time, the "Credit Agreement"), among the individual borrowers party thereto,
the Banks and the Agent. Unless otherwise defined herein, capitalized terms used
herein shall have the meanings assigned to such terms pursuant to Article I
hereof.

                              W I T N E S S E T H:

          WHEREAS, pursuant to an Agreement, dated as of September 22, 2000,
relating to 1997 Director & Officer Loan Agreement (the "Restructuring
Document") with respect to the Existing Credit Agreement (as such term is
defined in the Restructuring Document) and the existing guaranty of Conseco,
Inc. referred to in the Existing Credit Agreement (as the same may be amended,
supplemented, restated or otherwise modified from time to time, the "Existing
Conseco Guaranty"), the Banks agreed, among other things, to refrain from
exercising certain remedies in respect of the Existing Conseco Guaranty;

          WHEREAS, it was a condition precedent to the obligation of the Banks
to enter into the Restructuring Document that the Agreement Parties execute and
deliver, and the Agreement Parties did execute and deliver, that certain
Guaranty and Subordination Agreement dated as of September 22, 2000 (the
"Existing Agreement");

          WHEREAS, Conseco has established a program to allow for certain of the
Borrowers to refinance the Existing Loans;

          WHEREAS, the Administrative Agent and the Banks have agreed to
refinance the Existing Loans pursuant to the Credit Agreement on the terms and
subject to the conditions contained in the Credit Agreement;

          WHEREAS, as a condition precedent to the Administrative Agent and the
Banks executing and delivering the Credit Agreement and making the Loans
thereunder, Conseco is required to execute and deliver a Guaranty of the
obligations of the Borrowers thereunder (as the same may be amended,
supplemented, restated or otherwise modified from time to time, the "Conseco
Guaranty")

          WHEREAS, as a condition precedent to the Banks executing and
delivering the Credit Agreement and making the Loans thereunder, the Agreement
Parties are required to execute and deliver this Agreement; and

          WHEREAS, the Agreement Parties have been duly authorized to execute,
deliver


<PAGE>



and perform this Agreement;

          WHEREAS, the Agreement Parties will derive substantial direct and
indirect benefits from the Loans made to the Borrowers by the Banks pursuant to
the Credit Agreement;

          NOW THEREFORE, for good and valuable consideration the receipt and
sufficiency of which is hereby acknowledged and to induce the Administrative
Agent and the Banks to enter into the Credit Agreement and accept the Conseco
Guaranty in connection therewith, each Agreement Party agrees, for the benefit
of each Guarantied Party, as follows:


                                   ARTICLE I.

                                   DEFINITIONS

          SECTION 1.1. Certain Terms. Capitalized terms used herein, unless
otherwise defined herein, shall have the respective meanings assigned thereto in
the Credit Agreement or the New Conseco Guaranty Documents; provided that such
definitions shall survive any termination of the Credit Agreement or any New
Conseco Guaranty Document. In addition, when used herein the following terms
shall have the following meanings (such definitions to be equally applicable to
the singular and plural forms thereof):

          "Agreement" has the meaning set forth in the Preamble.

          "Agreement Party" means each of Obligor, Guarantor, Subordinated
Lender and Subordinated Borrower.

          "Appendix" has the meaning assigned to such term in the Conseco
Guaranty.

          "Charges" has the meaning assigned to such term in the Credit
Agreement.

          "CIHC Guaranty" means each of (a) this Agreement, (b) the Guaranty and
Subordination Agreements dated as of the date hereof by CIHC and Conseco
relating to (i) the Guaranty of Conseco dated as of the date hereof with respect
to a credit agreement dated as of the date hereof refinancing obligations under
a Credit Agreement dated as of August 21, 1998 and (ii) the Guaranty of Conseco
dated as of the date hereof with respect to a credit agreement dated as of the
dated hereof refinancing obligations under a Termination and Replacement
Agreement dated as of May 30, 2000, and (c) the Guaranty and Subordination
Agreements dated September 22, 2000 by CIHC and Conseco relating to the
obligations of Conseco in respect of (i) the Five-Year Credit Agreement dated as
of September 25, 1998 among Conseco, certain financial institutions and Bank of
America, N.A., as agent, as amended (ii) the 364-Day Credit Agreement dated as
of September 25, 1998 among Conseco, certain financial institutions and Bank of
America, N.A., as agent, as amended, (iii) the Senior Secured Revolving Credit
Agreement, dated as of May 30, 2000 among Conseco, certain financial
institutions and The Chase Manhattan Bank, as


<PAGE>



administrative agent, as amended (iv) the Guaranty dated August 26, 1997 by
Conseco with respect to an Amended and Restated Credit Agreement, dated as of
August 26, 1997, among certain individual borrowers, certain financial
institutions and Bank of America, N.A., as administrative agent, as amended, (v)
the Guaranty dated as of August 21, 1998 by Conseco with respect to the Credit
Agreement, dated as of August 21, 1998, among certain financial institutions and
Bank of America, N.A., as administrative agent, as amended and (vi) the Amended
and Restated Guaranty dated as of September 22, 2000 by Conseco with respect to
the Termination and Replacement Agreement, dated as of May 30, 2000, among
certain financial institutions and The Chase Manhattan Bank, as administrative
agent, as amended, as each of the foregoing may be amended, modified or
supplemented from time to time.

          "Conseco" means Conseco, Inc.

          "Conseco Guaranty" has the meaning set forth in the fifth Recital.

          "Conseco Guaranty Documents" means the collective reference to the
Conseco Guaranty and any other agreement entered into by Obligor in connection
therewith.

          "Credit Agreement" has the meaning set forth in the Preamble.

          "Default" has the meaning assigned to such term in the Appendix.

          "Event of Default" has the meaning assigned to such term in the
Appendix.

          "Existing Agreement" shall have the meaning set forth in the second
Recital.

          "Existing Conseco Guaranty" shall have the meaning set forth in the
first Recital.

          "Existing Conseco Guaranty Documents" means the collective reference
to the Existing Conseco Guaranty, the Restructuring Document and any other
agreement entered into by Obligor in connection therewith.

          "Existing Credit Agreement" shall have the meaning set forth in the
first Recital.

          "Existing Loans" shall have the meaning assigned to such term in the
Restructuring Agreement.

          "Guarantied Obligations" has the meaning set forth in Section 2.1.

          "Guarantied Parties" has the meaning set forth in the Preamble.

          "Guarantor" means CIHC, Incorporated, in its capacity as guarantor of
the Guarantied Obligations.



<PAGE>



          "Indemnified Parties" has the meaning set forth in Section 5.1.

          "Investment Grade Status" has the meaning assigned to such term in the
Appendix.

          "Lehman Agreement" has the meaning assigned to such term in the
Appendix.

          "Near-Term Facilities Termination Date" has the meaning assigned to
such term in the Appendix.

          "Obligations" means all debts, liabilities, obligations, covenants and
duties for the payment of money owing by Obligor pursuant to any Conseco
Guaranty Document, whether direct or indirect, absolute or contingent, due or to
become due, now existing or hereafter arising.

          "Obligor" means Conseco, Inc., in its capacity as obligor in respect
of the Obligations.

          "Reorganization" has the meaning set forth in Section 3.2(a).

          "Restructuring Document" has the meaning set forth in the first
Recital.

          "Senior Creditors" means any holder or beneficiary of any Senior Debt,
or any authorized representative thereof.

          "Senior Debt" means (a) all obligations of Guarantor under Article II,
(b) all "Senior Debt" under and as defined in any other CIHC Guaranty, (c) all
"Senior Debt" under and as defined in the Guaranty and Subordination Agreement
entered into in connection with the Lehman Agreement and (d) all other "Senior
Debt" (or comparable concept) under and as defined in any subordination
provision or agreement relating to or entered into in connection with any
Contingent Obligation of CIHC pursuant to Section 4.01(d)(i) or (d)(iv) of the
Appendix.

          "Subordinated Borrower" means CIHC, Incorporated, in its capacity as
obligor in respect of the Subordinated Debt.

          "Subordinated Debt" means the principal amount of any Indebtedness
owing by Subordinated Borrower to Subordinated Lender from time to time
outstanding and unpaid, together with accrued and unpaid interest thereon.

          "Subordinated Lender" means Conseco, Inc., in its capacity as holder
of the Subordinated Debt.

          "Subrogation Rights" has the meaning set forth in Section 2.6.



<PAGE>



                                   ARTICLE II.

                               GUARANTY PROVISIONS

                  SECTION 2.1. Guaranty. Guarantor hereby absolutely,
unconditionally and irrevocably:

          a. guaranties to the Guarantied Parties the full and punctual payment
     when due, whether at stated maturity, by required prepayment, declaration,
     acceleration, demand or otherwise, and at all times thereafter, of all
     Obligations (including all such amounts which would become due but for the
     operation of the automatic stay provisions under Section 362(a) of the
     United States Bankruptcy Code, 11 U.S.C. ss.362(a), and the operation of
     Sections 502(b) and 506(b) of the United States Bankruptcy Code, 11 U.S.C.
     ss.502(b) and ss.506(b)) (all such Obligations collectively called the
     "Guarantied Obligations"); and

          b. indemnifies and holds harmless each Guarantied Party or any other
     holder of any Guarantied Obligations for any and all costs and expenses
     (including, without limitation, reasonable attorneys' fees and expenses)
     incurred by such Guarantied Party or such holder, as the case may be, in
     enforcing any rights under this Agreement;

The guaranty set forth in this Article II constitutes a guaranty of payment when
due and not of collection, and Guarantor specifically agrees that it shall not
be necessary or required that any Guarantied Party or any other holder of any
Guarantied Obligations exercise any right, assert any claim or demand or enforce
any remedy whatsoever against Obligor or any other Person before the performance
of, or as a condition to, the obligations of Guarantor hereunder. Anything
herein or in any other Loan Document to the contrary notwithstanding, the
maximum liability of Guarantor hereunder shall in no event exceed the amount
which can be guaranteed by Guarantor under applicable federal and state laws
relating to the insolvency of debtors.

          SECTION 2.2. Acceleration of Guaranty. Guarantor agrees that, in the
event of the insolvency of Guarantor, or the inability or failure of Guarantor
to pay debts as they become due, or an assignment by Guarantor for the benefit
of creditors, or the commencement of any case or proceeding in respect of
Obligor or Guarantor under any bankruptcy, insolvency or similar federal or
state laws, and if such event shall occur at a time when any of the Guarantied
Obligations may not then be due and payable, Guarantor will pay to the Banks
forthwith the full amount which would be payable hereunder by Guarantor if all
the Guarantied Obligations were then due and payable.

          SECTION 2.3. Guaranty Absolute, etc. This Agreement shall in all
respects be a continuing, absolute, unconditional and irrevocable guaranty of
payment, and shall remain in full force and effect until all Guarantied
Obligations have been paid in full and all obligations of Guarantor hereunder
shall have been paid in full. Guarantor guarantees that the Guarantied
Obligations will be paid strictly in accordance with the terms of the Conseco
Guaranty Documents and each other Loan Document under which they arise,
regardless of any law,


<PAGE>



regulation or order now or hereafter in effect in any jurisdiction affecting any
of such terms or the rights of any Guarantied Party or any holder of any
Guarantied Obligations. The liability of Guarantor under this Agreement shall be
absolute, unconditional and irrevocable irrespective of:

          a. any lack of validity, legality or enforceability of the
     Restructuring Document, the Existing Credit Agreement, any Existing Conseco
     Guaranty Document, the Existing Agreement, the Credit Agreement, any
     Conseco Guaranty Document, or any other Loan Document;

          b. the failure of any Guarantied Party:

               (i) to assert any claim or demand or to enforce any right or
     remedy against Obligor or any other Person under the provisions of the
     Credit Agreement, any Conseco Guaranty Document, any other Loan Document or
     otherwise; or

               (ii) to exercise any right or remedy against any other guarantor
     of, or collateral securing, any Guarantied Obligations;

          c. any change in the time, manner or place of payment of, or in any
     other term of, all or any of the Guarantied Obligations, or any other
     extension, compromise or renewal of any Guarantied Obligations;

          d. any reduction, limitation, impairment or termination of the
     Guarantied Obligations for any reason, including any claim of waiver,
     release, surrender, alteration or compromise, and shall not be subject to
     (and Guarantor hereby waives any right to or claim of) any defense or
     setoff, counterclaim, recoupment or termination whatsoever by reason of the
     invalidity, illegality, nongenuineness, irregularity, compromise,
     unenforceability of, or any other event or occurrence affecting, the
     Guarantied Obligations;

          e. any amendment to, rescission, waiver, or other modification of, or
     any consent to any departure from, any of the terms of the Credit
     Agreement, any Conseco Guaranty Document or any other Loan Document;

          f. any addition, exchange, release, surrender or non-perfection of
     any collateral, or any amendment to or waiver or release or addition of, or
     consent to any departure from, any other guaranty held by any Guarantied
     Party or any other holder of the Guarantied Obligations; or

          g. any other circumstance which might otherwise constitute a defense
     available to, or a legal or equitable discharge of, Obligor, any surety or
     any guarantor.

          SECTION 2.4. Reinstatement, etc. Guarantor agrees that this Agreement
shall continue to be effective or be reinstated, as the case may be, if at any
time any payment (in whole or in part) of any of the Guarantied Obligations is
rescinded or must otherwise be restored by any


<PAGE>



Guarantied  Party or any other holder of any  Guarantied  Obligations,  upon the
insolvency,  bankruptcy or reorganization of Obligor, all as though such payment
had not been made.

                  SECTION 2.5. Waiver, etc. Guarantor hereby waives promptness,
diligence, notice of acceptance and any other notice with respect to any of the
Guarantied Obligations, and this Agreement and any requirement that the Agent,
any other Guarantied Party or any other holder of Guarantied Obligations
protect, secure, perfect or insure any security interest or Lien, or any
property subject thereto, or exhaust any right or take any action against
Obligor or any other Person (including any other guarantor) or entity or any
collateral securing the Guarantied Obligations.

          SECTION 2.6. Waiver of Subrogation; Subordination. Guarantor hereby
irrevocably waives with respect to Obligor, until the prior indefeasible payment
in full in cash of all Guarantied Obligations, any claim or other rights which
it may now or hereafter acquire against Obligor that arises from the existence,
payment, performance or enforcement of Guarantor's obligations under this
Article II, including any right of subrogation, reimbursement, exoneration, or
indemnification, any right to participate in any claim or remedy of the
Guarantied Parties against Obligor or any collateral which the Agent now has or
hereafter acquires, whether or not such claim, remedy or right (all such claims,
remedies and rights being collectively called "Subrogation Rights") arises in
equity, or under contract, statute or common law, including the right to take or
receive from Obligor, directly or indirectly, in cash or other property or by
set-off or in any manner, payment or security on account of such claim or other
rights. If any amount shall be paid to Guarantor in violation of the preceding
sentence and the Guarantied Obligations shall not have been paid in cash, in
full, such amount shall be deemed to have been paid to Guarantor for the benefit
of, and held in trust for, the Guarantied Parties, and shall forthwith be paid
to the Guarantied Parties to be credited and applied upon the Guarantied
Obligations, whether matured or unmatured. Guarantor acknowledges that it will
receive direct and indirect benefits from the Restructuring Document, the
Conseco Guaranty, and the Credit Agreement and that the waiver set forth in this
Section 2.6 is knowingly made in contemplation of such benefits.

          SECTION 2.7. Successors, Transferees and Assigns; Transfers of
Guarantied Obligations, etc. This Agreement shall:

          a. be binding upon Guarantor, and its successors, transferees and
     assigns; and

          b. inure to the benefit of and be enforceable by the Agent and each
     other Guarantied Party.

Without limiting the generality of clause (b), any Bank may assign or otherwise
transfer (in whole or in part) any Guarantied Obligation held by it to any other
Person upon the terms and conditions set forth in the Credit Agreement, and such
other Person shall thereupon become vested with all rights and benefits in
respect thereof granted to such Bank under any Loan Document (including this
Agreement) or otherwise.

          SECTION 2.8. Payments Free and Clear of Taxes, etc. Guarantor hereby
agrees


<PAGE>



that:

          a. any and all payments made by Guarantor hereunder shall be made in
     accordance with Section 4.5 of the Credit Agreement free and clear of, and
     without deduction for, any and all Charges, to the same extent as if
     Guarantor were a "Borrower" thereunder;

          b. Guarantor hereby indemnifies and holds harmless each Guarantied
     Party and each other holder of any Guarantied Obligation for the full
     amount of any Charges paid by such Guarantied Party or such holder, as the
     case may be, and any liability (including penalties, interest and expenses)
     arising therefrom or with respect thereto; and

          c. without prejudice to the survival of any other agreement of
     Guarantor hereunder, the agreements and obligations of Guarantor contained
     in this Section 2.8 shall survive the payment in full of the Guarantied
     Obligations.

          SECTION 2.9. Right of Offset. In addition to and not in limitation of
all rights of offset that any Guarantied Party or any other holder of any
Guarantied Obligation may have under applicable law or any other Loan Document,
subject to the terms of the Credit Agreement, each Guarantied Party or other
holder of any Guarantied Obligation shall, during the continuance of any Event
of Default and whether or not such Guarantied Party or such holder has made any
demand or whether or not Guarantor's obligations are matured, have the right to
appropriate and apply to the payment of Guarantor's obligations hereunder all
deposits (general or special, time or demand, provisional or final) then or
thereafter held by, and other indebtedness or property then or thereafter owing
to, such Guarantied Party or other holder, whether or not related to this
Agreement or any transaction hereunder.


                                   ARTICLE III.

                                  SUBORDINATION

          SECTION 3.1. Payments on Subordinated Debt. Notwithstanding anything
to the contrary in the terms or arrangements governing the Subordinated Debt, no
payment or prepayment of principal of or interest on the Subordinated Debt may
be made, directly or indirectly, at any time after (a) (i) any Guarantied Party
has made a claim under the Conseco Guaranty in respect of the principal amount
of any of the Loans under the Credit Agreement or (ii) Obligor's obligations
under the Conseco Guaranty shall have been accelerated (including, without
limitation, pursuant to the provision in the Conseco Guaranty that is the
equivalent of Section 2.2 of this Agreement) or (b) a Reorganization (including
any proceeding in respect thereof) shall have been commenced.

          SECTION 3.2. Subordination. (a) Subject to Section 3.1, payment of the
Subordinated Debt is and shall be expressly subordinate and junior in right of
payment to the prior payment in full in cash of the Senior Debt to the extent
and in the manner set forth herein, and the Subordinated Debt is hereby so
subordinated as a claim against Subordinated Borrower


<PAGE>



or any of the assets of Subordinated Borrower, whether such claim be (i) in the
event of any distribution of the assets of Subordinated Borrower upon any
voluntary or involuntary dissolution, winding-up, total or partial liquidation
or reorganization, or bankruptcy, insolvency, receivership or other statutory or
common law proceedings or arrangements involving Subordinated Borrower or the
readjustment of its liabilities or any assignment for the benefit of creditors
or any marshaling of its assets or liabilities (collectively called a
"Reorganization"), or (ii) other than in connection with a Reorganization, to
the prior payment in full in cash of the Senior Debt.

          (b) If Subordinated Lender shall receive any payment in violation of
the terms hereof, it shall hold such payment in trust for the benefit of the
Senior Creditors and forthwith pay it over to the Senior Creditors, ratably
according to the aggregate amounts remaining unpaid on account of the Senior
Debt, for application to and payment of the Senior Debt.

          (c) In the event of any Reorganization relative to Subordinated
Borrower or its properties, then all of the Senior Debt shall first be paid in
full in cash before any payment is made upon the Subordinated Debt, and in any
such proceedings any payment or distribution of any kind or character, whether
in cash or property or securities, which may be payable or deliverable in
respect of the Subordinated Debt shall be paid or delivered directly to the
Senior Creditors, ratably according to the aggregate amounts remaining unpaid on
account of the Senior Debt, for application in payment of the Senior Debt,
unless and until all the Senior Debt is paid in full in cash, and Subordinated
Lender hereby irrevocably authorizes the Agent, as attorney-in- fact for
Subordinated Lender, to vote any claim or proof of claim in such proceedings in
respect of the Subordinated Debt, to file or prove any claim in such proceedings
in respect of the Subordinated Debt, to demand, sue for, collect and receive any
such payment or distribution, to apply such payment or distribution to the
payment of the Senior Debt, and to take such other action (including acceptance
or rejection of any plan of Reorganization) in the name of Subordinated Lender
or of the relevant Senior Creditors as the Agent may deem necessary or advisable
for the enforcement of the provisions hereof. Subordinated Lender shall execute
and deliver such other and further powers of attorney, assignments, proofs of
claim or other instruments, and take such other actions, as may be requested by
the Agent in order to enable the Agent to accomplish any of the foregoing, but
only with respect to Subordinated Lender's capacity as a holder hereof and not
in respect of any other relationship between Subordinated Lender and
Subordinated Borrower. Consistent with, but not in limitation of, the foregoing,
in such an event, the Agent shall be deemed to be the assigned (and thus the
holder) of such claims or proof of claims and shall have the right to assert and
vote such claims in any Reorganization, including, without limitation, through
the filing of any proof of claim therein and the casting of any ballots to
accept or reject any plan of reorganization proposed by, for, or with respect to
any such Reorganization.

          (d) In the event that, notwithstanding the foregoing, upon any such
Reorganization, any payment or distribution of the assets of Subordinated
Borrower of any kind or character, whether in cash, property or securities,
shall be received by Subordinated Lender in respect of the Subordinated Debt
before all Senior Debt is paid in full in cash, such payment or distribution
shall be held in trust for the Senior Creditors and shall forthwith be paid over
to the


<PAGE>



Senior Creditors, ratably according to the aggregate amounts remaining unpaid on
account of the Senior Debt, for application to the payment of the Senior Debt
until all Senior Debt shall have been paid in full in cash.

          (e) Subordinated Lender agrees that, until the Senior Debt has been
paid in full in cash, except as expressly provided by Section 3.1, it will not
take, demand or receive, or take any action to accelerate or collect, any
payment of all or any part of the Subordinated Debt.

          (f) The Senior Creditors, or any of them, may, at any time and from
time to time, without the consent of or notice to Subordinated Lender, without
incurring any responsibility to Subordinated Lender, and without impairing or
releasing any of the rights of any Senior Creditor, or any of the obligations of
Subordinated Lender:

          (i) change the amount or terms of or renew or extend any Senior Debt
     or enter into or amend in any manner any agreement relating to any Senior
     Debt;

          (ii) sell, exchange, release or otherwise deal with any property at
     any time pledged or mortgaged to secure any Senior Debt;

          (iii) release anyone liable in any manner for the payment or
     collection of any Senior Debt; and

          (iv) exercise or refrain from exercising any rights against
     Subordinated Borrower and others (including Subordinated Lender).

          (g) Subordinated Lender hereby waives notice of or proof of reliance
by any Senior Creditor upon the provisions hereof, and the Senior Debt shall
conclusively be deemed to have been created, contracted, incurred or maintained
in reliance upon the provisions hereof.

          (h) Each Senior Creditor shall be a third-party beneficiary of the
provisions of this Section 3.2.


                                   ARTICLE IV.

                         REPRESENTATIONS AND WARRANTIES

          Each Agreement Party represents and warrants to each Guarantied Party
that:

          SECTION 4.1. Authorization. Such Agreement Party (a) has the power to
execute, deliver and perform this Agreement and (b) has taken all necessary
action to authorize the execution, delivery and performance by it of this
Agreement.

          SECTION 4.2. No Conflict. The execution, delivery and performance by
such Agreement Party of this Agreement does not and will not (a) contravene or
conflict with any


<PAGE>



provision of any law, statute, rule or regulation, (b) contravene or conflict
with, result in any breach of, or constitute a default under, any material
agreement or instrument binding on such Agreement Party or any of its
Subsidiaries (including, without limitation, any writ, judgment, injunction or
other similar court order), (c) result in the creation or imposition of or the
obligation to create or impose any Lien upon any of the property or assets of
such Agreement Party or any of its Subsidiaries or (d) contravene or conflict
with any provision of the articles of incorporation or bylaws of such Agreement
Party.

          SECTION 4.3. Binding Effect. This Agreement constitutes the legal,
valid and binding obligations of such Agreement Party, enforceable against such
Agreement Party in accordance with its terms, except as enforceability may be
limited by applicable bankruptcy, insolvency, or similar laws affecting the
enforcement of creditors' rights generally or by equitable principles relating
to enforceability.


                                   ARTICLE V.

                                  MISCELLANEOUS

          SECTION 5.1. Indemnity. Each Agreement Party agrees to indemnify the
Agent, each Bank, their Affiliates and their respective directors, officers,
employees, persons controlling or controlled by any of them or their respective
agents, consultants, attorneys and advisors (the "Indemnified Parties") and hold
each Indemnified Party harmless from and against any and all liabilities,
losses, claims, damages, costs and expenses of any kind to which any of the
Indemnified Parties may become subject, whether directly or indirectly
(including, without limitation, the reasonable fees and disbursements of counsel
for any Indemnified Party), relating to or arising out of this Agreement;
provided, that no Indemnified Party shall have the right to be indemnified
hereunder for its own gross negligence or willful misconduct as determined by a
court of competent jurisdiction. All obligations of each Agreement Party
provided for in this Section 5.1 shall survive termination of the Credit
Agreement, any Conseco Guaranty Document and this Agreement.

          SECTION 5.2. Notices. All notices, requests and other communications
to any party hereunder shall be in writing (including facsimile or similar
writing) and shall be given to such party at its address or facsimile number set
forth on the signature pages hereof or such other address or facsimile number as
such party may hereafter specify for the purpose by written notice to the Agent.
Each such notice, request or other communication shall be effective (a) if given
by facsimile, when such facsimile is transmitted to the facsimile number
specified in this Section 5.2, (b) if given by mail, seventy-two (72) hours
after such communication is deposited in the mails with first class postage
prepaid, addressed as aforesaid or (c) if given by any other means, when
delivered at the address specified in this Section 5.2.

          SECTION 5.3. Successors and Assigns. This Agreement, and the terms,
covenants and conditions hereof, shall be binding upon and inure to the benefit
of the parties hereto, and their respective successors and assigns, except no
Agreement Party shall be permitted to assign


<PAGE>



this Agreement nor any interest or obligation herein without the consent of the
Agent.

          SECTION 5.4. SUBMISSION TO JURISDICTION, ETC. EACH AGREEMENT PARTY AND
THE AGENT HEREBY IRREVOCABLY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE
CIRCUIT COURT OF THE STATE OF ILLINOIS SITTING IN COOK COUNTY AND OF THE UNITED
STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS OVER ANY ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, AND EACH AGREEMENT
PARTY AND THE AGENT HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH
ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH ILLINOIS STATE OR TO
THE EXTENT PERMITTED BY LAW, FEDERAL COURT. EACH AGREEMENT PARTY AND THE AGENT
HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION
IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE IN ANY ACTION OR PROCEEDING
(WHETHER BROUGHT BY ANY AGREEMENT PARTY OR ANY OF THEIR RESPECTIVE SUBSIDIARIES,
THE AGENT, ANY BANK OR OTHERWISE) IN ANY COURT HEREIN ABOVE SPECIFIED IN THIS
SECTION 5.4 AS WELL AS ANY RIGHT IT MAY NOW OR HEREAFTER HAVE TO REMOVE ANY SUCH
ACTION OR PROCEEDING, ONCE COMMENCED, TO ANOTHER COURT ON THE GROUNDS OF FORUM
NON CONVENIENS OR OTHERWISE. EACH AGREEMENT PARTY AND THE AGENT AGREES THAT A
FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE
ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER
PROVIDED BY LAW.

          SECTION 5.5. Amendments; Release. Notwithstanding anything to the
contrary contained in the Credit Agreement, the provisions of this Agreement may
from time to time be amended, modified or waived, if such amendment,
modification or waiver is in writing and consented to by each affected Agreement
Party and the Agent (with the consent of the Required Banks), and then any such
amendment, modification, waiver or consent shall be effective only in the
specific instance and for the specific purpose for which given; provided that,
except as set forth in Section 5.14 of this Agreement, no such amendment,
modification or waiver which would permit the release or termination of all or a
material portion of Guarantor's obligations under this Agreement shall be
effective without the consent of each Bank.

          SECTION 5.6. Section Headings. The section headings in this Agreement
are inserted for convenience of reference and shall not be considered a part of
this Agreement or used in its interpretation.

          SECTION 5.7. Acknowledgments. No action of the Agent permitted
hereunder shall in any way affect or impair the rights of the Agent and the
obligations of each Agreement Party under this Agreement. Each Agreement Party
hereby acknowledges that there are no conditions to the effectiveness of this
Agreement. Each Agreement Party hereby further acknowledges and agrees to make
such deliveries as are required of it and comply with the other


<PAGE>



provisions applicable to it pursuant to the provisions of the Credit Agreement.

          SECTION 5.8. Obligations Not Limited. All obligations of the Guarantor
and rights of the Guarantied Parties in respect of the Guarantied Obligations
expressed in this Agreement shall be in addition to and not in limitation of
those provided in applicable law or in any other written instrument or agreement
relating to any of the Guarantied Obligations.

          SECTION 5.9. GOVERNING LAW. THIS AGREEMENT SHALL BE A CONTRACT MADE
UNDER AND GOVERNED BY THE LAWS OF THE STATE OF ILLINOIS.

          SECTION 5.10. Counterparts. This Agreement may be executed in any
number of counterparts, each of which shall for all purposes be deemed an
original, but all such counterparts shall constitute but one and the same
agreement. Each Agreement Party hereby acknowledges receipt of a true, correct
and complete counterpart of this Agreement.

          SECTION 5.11. Agent. The Agent acts herein as agent for itself, the
Banks and any and all future holders of the Guarantied Obligations.

          SECTION 5.12. WAIVER OF TRIAL BY JURY. EACH AGREEMENT PARTY AND THE
AGENT HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT TO A
TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM CONCERNING ANY RIGHTS
UNDER THIS AGREEMENT OR ANY OTHER DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY
IN THE FUTURE BE DELIVERED IN CONNECTION HEREWITH, OR ARISING FROM ANY BANKING
RELATIONSHIP EXISTING IN CONNECTION WITH THIS AGREEMENT AND AGREES THAT ANY SUCH
ACTION, PROCEEDING OR COUNTERCLAIM SHALL BE TRIED BEFORE A COURT AND NOT BEFORE
A JURY; THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE GUARANTIED PARTIES
ENTERING INTO THE RESTRUCTURING DOCUMENT.

          SECTION 5.13. No Limitation on Remedies. No failure to exercise and no
delay in exercising, on the part of the Agent or any other Guarantied Party, any
right, remedy, power or privilege hereunder shall operate as a waiver thereof;
nor shall any single or partial exercise of any right, remedy, power or
privilege hereunder preclude any other or further exercise thereof or the
exercise of any other right, remedy, power or privilege. The rights, remedies,
powers and privileges herein provided are cumulative and not exclusive of any
rights, remedies, powers and privileges provided by law.

          SECTION 5.14. Release of This Agreement. This Agreement shall be
terminated and Guarantor shall be released from all of its obligations hereunder
on the first date after the Near-Term Facilities Termination Date on which
Conseco has Investment Grade Ratings Status, as long as no Default or Event of
Default shall have occurred and be continuing on such date.



                            [Signature Pages Follow]


<PAGE>



          IN WITNESS WHEREOF, each Agreement Party has caused this Guaranty and
Subordination Agreement to be duly executed and delivered by its officer
thereunto duly authorized as of the date first above written.


                                CIHC, INCORPORATED, as Guarantor and
                                Subordinated Borrower

                                By: /s/ DAVID A. HILL
                                    ---------------------------------
                                Name:  David A. Hill
                                Title:  Vice President


                                Address for Notices:

                                11825 North Pennsylvania Street
                                Carmel, Indiana 46032
                                Attention: David K.  Herzog
                                Telephone: 317-817-5031
                                Fax: 317-817-6327



                                CONSECO, INC., as Obligor and Subordinated
                                Lender

                                By: /s/ THOMAS M. HAGERTY
                                    ---------------------------------
                                Name:  Thomas M. Hagerty
                                Title:  Senior Vice President and Acting
                                          Chief Financial Officer


                                Address for Notices:

                                11825 North Pennsylvania Street
                                Carmel, Indiana 46032
                                Attention: David K.  Herzog
                                Telephone: 317-817-5031
                                Fax: 317-817-6327




<PAGE>










                              AMENDED AND RESTATED

                                 CASH COLLATERAL

                                PLEDGE AGREEMENT


                                      among



                                   CDOC, INC.,
                     BANK OF AMERICA, NATIONAL ASSOCIATION,
                               as Collateral Agent


                                       and


                     BANK OF AMERICA, NATIONAL ASSOCIATION,
                               as Depositary Bank


                          Dated as of November 22, 2000










<PAGE>

<TABLE>
<CAPTION>


                                TABLE OF CONTENTS

                                                                                                               Page

<S>         <C>                                                                                                  <C>
SECTION 1.  DEFINED TERMS.........................................................................................2
                  1.1      Definitions............................................................................2
                  1.2      Other Definitional Provisions..........................................................7

SECTION 2.   ESTABLISHMENT OF CASH COLLATERAL ACCOUNT; DEFINITION OF
                   "COLLATERAL"...................................................................................7
                  2.1      Cash Collateral Account/Deposit of Initial Cash Collateral Deposit.....................7
                  2.2      Definition of Collateral...............................................................7
                  2.3      The Account............................................................................7

SECTION 3.  GRANT OF SECURITY INTEREST BY GRANTOR.................................................................8
                  3.1      Grant..................................................................................8
                  3.2      Intercreditor Relationship Regarding Collateral........................................8
                  3.3      Continuing Security Interest...........................................................8

SECTION 4.   ALLOCATION BETWEEN 1997 AND 1998 D&O
                  OBLIGATIONS/WITHDRAWALS BY CONSECO..............................................................9
                  4.1      The Initial Cash Collateral Deposit....................................................9
                  4.2      Subsidiary Deposits....................................................................9
                  4.3      Waterfall Deposits.....................................................................9
                  4.4      Deposits do not Secure any Particular Borrower's Loan..................................9
                  4.5      Withdrawal Rights......................................................................9
                  4.6      Allocations...........................................................................10

SECTION 5.  INVESTMENTS..........................................................................................10
                  5.1      Investments; Losses...................................................................10
                  5.2      No Obligation to Make or Track Investments Based on
                           Collateral Allocation.................................................................10

SECTION 6.  COMPENSATION/EXPENSES/INDEMNITY......................................................................10
                  6.1      Compensation/Expenses.................................................................10
                  6.2      Indemnity.............................................................................11
                  6.3      Survival..............................................................................11

SECTION 7.  REMEDIAL PROVISIONS..................................................................................11
                  7.1      Remedies..............................................................................11
                  7.2      Collateral Agent's Calculations.......................................................12

SECTION 8.   REPRESENTATIONS AND WARRANTIES OF GRANTOR...........................................................12
                  8.1      Title; No Other Liens.................................................................12
                  8.2      Perfected First Priority Liens........................................................12


                                        i

<PAGE>




SECTION 9.  COVENANTS............................................................................................12
                  9.1      Maintenance of Perfected Security Interest; Further Documentation.....................12

SECTION 10.  AUTHORITY OF COLLATERAL AGENT.......................................................................13
                  10.1     General Authority of the Collateral Agent.............................................13
                  10.2     Execution of Financing Statements.....................................................13
                  10.3     Further Assurances....................................................................14
                  10.4     Exculpatory Provisions................................................................14
                  10.5     Delegation of Duties..................................................................15
                  10.6     Reliance by Collateral Agent..........................................................15
                  10.7     Moneys to be Held in Trust............................................................16
                  10.8     Resignation and Removal of the Collateral Agent.......................................16
                  10.9     Status of Successor Collateral Agent..................................................17
                  10.10    Merger of the Collateral Agent........................................................17

SECTION 11.  ABSOLUTE OBLIGATIONS................................................................................17
                  11.1  Absolute, etc............................................................................17
                  11.2  Reinstatement, etc.......................................................................18
                  11.3  Waiver, etc..............................................................................19
                  11.4   Waiver of Subrogation; Subordination....................................................19

SECTION 12.  MISCELLANEOUS.......................................................................................19
                  12.1     Amendments............................................................................19
                  12.2     Notices...............................................................................19
                  12.3     No Waiver by Course of Conduct; Cumulative Remedies...................................20
                  12.4     Successors and Assigns................................................................20
                  12.5     Counterparts..........................................................................20
                  12.6     Severability..........................................................................20
                  12.7     Section Headings......................................................................20
                  12.8     Integration...........................................................................20
                  12.9     Depository Bank's Location............................................................21
                  12.10    Replacement of Existing Cash Collateral Agreement.....................................21
                  12.11    GOVERNING LAW.........................................................................21


</TABLE>


                                       ii

<PAGE>



              AMENDED AND RESTATED CASH COLLATERAL PLEDGE AGREEMENT


         AMENDED AND RESTATED CASH COLLATERAL PLEDGE AGREEMENT, dated as of
November 22, 2000, among CDOC, Inc., a Delaware corporation (together with any
other entity that may become a party hereto as provided herein, the "Grantors"),
BANK OF AMERICA, NATIONAL ASSOCIATION ("BofA"), as Collateral Agent (in such
capacity, the "Collateral Agent") for the Secured Parties (as defined below) and
BANK OF AMERICA, NATIONAL ASSOCIATION, as Depositary Bank (in such capacity, the
"Depositary Bank").

                              W I T N E S S E T H:

         WHEREAS, pursuant to that certain Agreement, dated as of September 22,
2000, Relating to 1997 Director and Officer Loan Credit Agreement (as amended,
supplemented or otherwise modified from time to time, the "Agreement Re 1997 D&O
Loans"), among Conseco, Inc. ("Conseco"), as Guarantor, the other financial
institutions parties thereto (the "1997 D&O Banks"), and BofA, as Administrative
Agent (in such capacity, the "1997 D&O Administrative Agent"), the 1997 D&O
Administrative Agent and the 1997 D&O Banks agreed, subject to the terms and
conditions set forth therein, to commit to extend loans to any borrower (a "1997
D&O Borrower") to refinance loans ("1997 D&O Loans") under that certain Amended
and Restated Credit Agreement, dated as of August 26, 1997 (the "1997 D&O Credit
Agreement"), with such loans to have a stated maturity of December 31, 2003, and
to acknowledge certain matters as to Conseco's Amended and Restated Guaranty,
dated August 26, 1997 (the "1997 D&O Guaranty") relating to the 1997 D&O Loans
and the 1997 D&O Credit Agreement and other loan documents;

         WHEREAS, pursuant to that certain Agreement, dated as of September 22,
2000, Relating to 1998 Director and Officer Loan Credit Agreement (as amended,
supplemented or otherwise modified from time to time, the "Agreement Re 1998 D&O
Loans"; together with the Agreement Re 1997 D&O Loans, the "Agreements Re
Specified D&O Facilities"), among Conseco, as Guarantor, the other financial
institutions parties thereto (the "1998 D&O Banks"), and BofA, as Administrative
Agent (in such capacity, the "1998 D&O Administrative Agent"), the 1998 D&O
Administrative Agent and the 1998 D&O Banks agreed, subject to the terms and
conditions set forth therein, to commit to extend loans to any borrower (a "1998
D&O Borrower") to refinance loans ("1998 D&O Loans") under that certain Credit
Agreement, dated as of August 21, 1998 (the "1998 D&O Credit Agreement"), with
such loans to have a stated maturity of December 31, 2003, and to acknowledge
certain matters as to Conseco's Guaranty, dated August 21, 1998 (the "1998 D&O
Guaranty");

         WHEREAS, the Grantor derived substantial direct and indirect benefits
from the Agreements Re Specified D&O Facilities;

         WHEREAS, it was a condition precedent to the obligation of the D&O
Administrative Agents and the D&O Banks to enter into the Agreements Re
Specified D&O Facilities that the


                                        1

<PAGE>



Grantors execute and deliver a Cash Collateral Agreement dated as of September
22, 2000 (the "Existing Cash Collateral Agreement") to the Collateral Agent for
the benefit of the Secured Parties;

         WHEREAS, certain of the 1997 D&O Borrowers (the "1997 Refinancing
Borrowers") want to refinance their 1997 D&O Loans pursuant to a Credit
Agreement (the "1997 Refinancing Credit Agreement") dated as of November 22,
2000 among the 1997 Refinancing Borrowers, certain financial institutions (the
"1997 Refinancing Banks") and Bank of America, National Association, as
administrative agent (the "1997 Refinancing Agent");

         WHEREAS, certain of the 1998 D&O Borrowers (the "1998 Refinancing
Borrowers") want to refinance their 1998 D&O Loans pursuant to a Credit
Agreement (the "1998 Refinancing Credit Agreement", together with the 1997
Refinancing Credit Agreement, the "2000 D&O Credit Agreements") dated as of
November 22, 2000 among the 1998 Refinancing Borrowers, certain financial
institutions (the "1998 Refinancing Banks") and Bank of America (the "1998
Refinancing Agent"); and

         WHEREAS, it is a condition precedent to the obligation of the 1997
Refinancing Banks, the 1997 Refinancing Agent, the 1998 Refinancing Banks and
the 1998 Refinancing Agent, to enter into the 2000 D&O Credit Agreements that
this Amended and Restated Cash Collateral Pledge Agreement be executed and
delivered to the Collateral Agent.

         NOW, THEREFORE, in consideration of the premises and to induce the 1997
Refinancing Agent, the 1997 Refinancing Banks, the 1998 Refinancing Banks and
the 1998 Refinancing Agent to enter into the 2000 D&O Credit Agreements, the
Grantor, the Collateral Agent and the Depositary Bank hereby agree, for the
benefit of the Secured Parties that the Existing Cash Collateral Agreement shall
be amended and restated to state in its entirety, as set forth herein:

         SECTION 1. DEFINED TERMS

             1.1 Definitions. (a) Unless otherwise defined herein, terms defined
         in the Agreements Re Specified D&O Facilities and used herein shall
         have the meanings given to them in the Agreements Re Specified D&O
         Facilities.

                  (b) The following terms shall have the following meanings:

             "1997 D&O Administrative Agent" shall have the meaning set forth in
         the first Recital.

             "1997 D&O Borrowers" shall have the meaning set forth in the first
         Recital.

             "1997 D&O Banks" shall have the meaning set forth in the first
         Recital.


                                        2

<PAGE>



             "1997 D&O Credit Agreement" shall have the meaning set forth in the
         first Recital.

             "1997 D&O Creditors" shall mean the 1997 D&O Administrative Agent,
         the 1997 D&O Banks, the 1997 Refinancing Banks and the 1997 Refinancing
         Agent.

             "1997 D&O Guaranty" shall have the meaning set forth in the first
         Recital.

             "1997 D&O Loans" shall have the meaning set forth in the first
         Recital.

             "1997 D&O Obligations" shall mean all obligations and liabilities
         of whatever nature or type of Conseco that may arise under or in
         connection with the 1997 D&O Guaranty, the Agreement Re 1997 D&O Loans,
         this Agreement , the 1997 Refinancing Guaranty or any other agreement
         to which Conseco is a party relating in any manner to the 1997 D&O
         Loans or the 1997 Refinancing Loans, in each case whether on account of
         guarantee obligations, fees, indemnities, costs, expenses or otherwise
         (including, without limitation, all reasonable fees and disbursements
         of counsel to the Collateral Agent, the D&O Administrative Agents that
         are required to be paid pursuant to the terms of this Agreement or any
         other agreement).

             "1997 Refinancing Agent" shall have the meaning set forth in the
         fifth Recital.

             "1997 Refinancing Banks" shall have the meaning set forth in the
         fifth Recital.

             "1997 Refinancing Borrowers" shall have the meaning set forth in
         the fifth Recital.

             "1997 Refinancing Credit Agreement" shall have the meaning set
         forth in the fifth Recital.

             "1997 Refinancing Guaranty" means the Guaranty of Conseco dated the
         date hereof with respect to the obligations of the 1997 Refinancing
         Borrowers under the 1997 Refinancing Credit Agreement.

             "1997 Refinancing Loans" shall mean the loans made pursuant to the
         1997 Refinancing Credit Agreement.

             "1998 D&O Administrative Agent" shall have the meaning set forth in
         the second Recital.

             "1998 D&O Banks" shall have the meaning set forth in the second
         Recital.

             "1998 D&O Borrower" shall have the meaning set forth in the second
         Recital.



                                       3

<PAGE>



             "1998 D&O Credit Agreement" shall have the meaning set forth in the
         second Recital.

             "1998 D&O Creditors" shall mean the 1998 D&O Administrative Agent,
         the 1998 D&O Banks, the 1998 Refinancing Agent and the 1998 Refinancing
         Banks.

             "1998 D&O Loans" shall have the meaning set forth in the second
         Recital.

             "1998 D&O Guaranty" shall have the meaning set forth in the second
         Recital.

             "1998 D&O Obligations" shall mean all obligations and liabilities
         of whatever nature or type of Conseco that may arise under or in
         connection with the 1998 D&O Guaranty, the Agreement Re 1998 D&O Loans,
         this Agreement, the 1998 Refinancing Guaranty or any other agreement to
         which Conseco is a party relating in any manner to the 1998 D&O Loans
         or the 1998 Refinancing Loans, in each case whether on account of
         guarantee obligations, fees, indemnities, costs, expenses or otherwise
         (including, without limitation, all reasonable fees and disbursements
         of counsel to the Collateral Agent, the D&O Administrative Agents that
         are required to be paid pursuant to the terms of this Agreement or any
         other agreement).

             "1998 Refinancing Agent" shall have the meaning set forth in the
         sixth Recital.

             "1998 Refinancing Banks" shall have the meaning set forth in the
         sixth Recital.

             "1998 Refinancing Borrowers" shall have the meaning set forth in
         the sixth Recital.

             "1998 Refinancing Credit Agreement" shall have the meaning set
         forth in the sixth Recital.

             "1998 Refinancing Guaranty" shall mean the Guaranty of Conseco
         dated the date hereof with respect to the obligations of the 1998
         Refinancing Borrowers under the 1998 Refinancing Credit Agreement.

             "1998 Refinancing Loans" shall mean the loans made pursuant to the
         1998 Refinancing Credit Agreement.

             "2000 D&O Credit Agreements" shall have the meaning set forth in
         the sixth Recital.

             "Account Agreement" shall have the meaning set forth in Section
         2.1.

             "Agreement" shall mean this Cash Collateral Pledge Agreement, as
         the same may be amended, supplemented or otherwise modified from time
         to time.


                                        4

<PAGE>



             "Agreement Re 1997 D&O Loans" shall have the meaning set forth in
         the first Recital.

             "Agreements Re Specified D&O Facilities" shall have the meaning set
         forth in the second recital.

             "Agreement Re 1998 D&O Loans" shall have the meaning set forth in
         the second Recital.

             "BofA" shall have the meaning set forth in the preamble.

             "Cash Collateral Account" shall have the meaning set forth in
         Section 2.1 hereof.

             "Cash Equivalents": (i) marketable direct obligations issued by, or
         unconditionally guaranteed by, the United States Government or issued
         by any agency thereof and backed by the full faith and credit of the
         United States, in each case maturing within one year from the date of
         acquisition; (ii) commercial paper of a bank or other financial
         institution rated at least AA- by Standard & Poor's Ratings Services
         ("S&P") or P-1 by Moody's Investors Service, Inc. ("Moody's"), or
         carrying an equivalent rating by a nationally recognized rating agency,
         if both of the two named rating agencies cease publishing ratings of
         commercial paper issuers generally, and maturing within six months from
         the date of acquisition; and (iii) securities with maturities of one
         year or less from the date of acquisition issued by a foreign or
         domestic bank or other financial institution and rated at least AA- by
         S&P or P-1 by Moody's.

             "Collateral"shall have the meaning as set forth in Section 2.2.

             "Collateral Agent" shall have the meaning set forth in the
         Preamble.

             "Collateral Agent Fees" shall have the meaning set forth in Section
         6.1.

             "Conseco" shall have the meaning set forth in the first Recital.

             "Conseco Secured Obligations"shall mean the collective reference to
         (a) the Grantor Obligations of each Grantor, (b) the 1993 Indenture
         Obligations, (c) the 1994 Indenture Obligations and (d) the Collateral
         Agent Fees (as defined in the Cash Collateral Sharing Agreement).

             "Depositary Bank" shall have the meaning set forth in the Preamble.

             "D&O Administrative Agents" means the 1997 D&O Administrative
         Agent, the 1998 D&O Administrative Agent, the 1997 Refinancing Agent
         and the 1998 Refinancing Agent.


                                        5

<PAGE>



             "D&O Banks" means the 1997 D&O Banks, the 1998 D&O Banks, the 1997
         Refinancing Banks and the 1998 Refinancing Banks.

             "D&O Borrowers" means a 1997 D&O Borrower, a 1998 D&O Borrower, a
         1997 Refinancing Borrower or a 1998 Refinancing Borrower.

             "D&O Credit Agreement" means the 1997 D&O Credit Agreement, the
         1998 D&O Credit Agreement, the 1997 Refinancing Credit Agreement or the
         1998 Refinancing Credit Agreement.

             "D&O Documents" shall have the meaning set forth in Section 11.1.

             "Existing Cash Collateral Agreement" shall have the meaning set
         forth in the fourth Recital.

             "Grantors" shall have the meaning set forth in the preamble.

             "Proceeds"shall mean all "proceeds" as such term is defined in
         Section 9-306(1) of the UCC and, in any event, shall include, without
         limitation, all dividends or other income from the Investment Property,
         collections thereon or distributions or payments with respect thereto.

             "Securities Act"shall mean the Securities Act of 1933, as amended.

             "Secured Obligations" shall mean the collective reference to (a)
         the 1997 D&O Obligations, (b) the 1998 D&O Obligations, and (c) the
         Collateral Agent Fees.

             "Secured Parties": the collective reference to (a) the 1997 D&O
         Banks, (b) the 1997 D&O Administrative Agent, (c) the 1998 D&O Banks,
         (d) the 1998 D&O Administrative Agent, (e) the 1997 Refinancing Banks,
         (f) the 1997 Refinancing Agent, (g) the 1998 Refinancing Banks, (h) the
         1998 Refinancing Agent and (i) the Collateral Agent.

             "Specified D&O Facilities" means the credit facilities under the
         D&O Credit Agreements.

             "Specified D&O Guarantees" means the 1997 D&O Guaranty, the 1998
         D&O Guaranty, the 1997 Refinancing Guaranty and the 1998 Refinancing
         Guaranty.

             "Subrogation Rights" shall have the meaning set forth in Section
         11.4.

             "UCC"shall mean the Uniform Commercial Code as from time to time in
         effect in the State of New York.


                                        6

<PAGE>



             1.2 Other Definitional Provisions. (a) The words "hereof,"
         "herein", "hereto" and "hereunder" and words of similar import when
         used in this Agreement shall refer to this Agreement as a whole and not
         to any particular provision of this Agreement, and Section and Schedule
         references are to this Agreement unless otherwise specified.

             (b) The meanings given to terms defined herein shall be equally
         applicable to both the singular and plural forms of such terms.

             (c) Where the context requires, terms relating to the Collateral or
         any part thereof, when used in relation to a Grantor, shall refer to
         such Grantor's Collateral or the relevant part thereof.

             SECTION 2. ESTABLISHMENT OF CASH COLLATERAL ACCOUNT; DEFINITION OF
                           "COLLATERAL"

                  2.1 Cash Collateral Account/Deposit of Initial Cash Collateral
             Deposit. Pursuant to the Existing Cash Collateral Agreement, the
             Grantor entered into an account agreement (the "Account Agreement")
             with the Depositary Bank, and the Grantor deposited the Initial
             Cash Collateral Deposit in immediately available funds into an
             investment account maintained by BofA pursuant to the Account
             Agreement (hereinafter the "Cash Collateral Account") in the name
             of the Collateral Agent. The Cash Collateral Account shall be
             subject to the exclusive dominion and control of the Collateral
             Agent. The Grantor, the Depository Bank and the Collateral Agent
             agree that the Cash Collateral Account is a securities account
             under Article 8 of the UCC and all assets held in the account shall
             be treated as financial assets under Article 8 of the UCC.
             Depositary Bank agrees that it shall at all times be a "securities
             intermediary" within the meaning of Section 8-102 of the UCC.

                  2.2 Definition of Collateral.  The  "Collateral"  shall be the
             Initial Cash Collateral Deposit, the December, 2000 Cash Collateral
             Deposit,  any C-T Borrower Cash Collateral  Deposit,  and any other
             Cash  Collateral  Deposit  required  to be  deposited  pursuant  to
             Section 5 of each  Agreement Re Specified D&O Facility,  all funds,
             items, instruments,  investments,  securities,  and other things of
             value  at  any  time   deposited  with  or  held  by  (whether  for
             collection,   provisionally  or  otherwise),  the  Depositary  Bank
             (solely in its capacity as Depositary  Bank),  the Collateral Agent
             (solely in its capacity as Collateral Agent), or any agent,  bailee
             or  custodian  therefor,  in each  case,  for  deposit  in the Cash
             Collateral Account,  all Cash Equivalents  referred to in Section 5
             hereof,  and  all  Proceeds  of  any  and  all  of  the  foregoing,
             including,  without  limitation,  any of the foregoing from time to
             time  paid  to,  deposited  in,  credited  to or held  in the  Cash
             Collateral Account.

                  2.3 The Account. The parties hereby agree and represent that
             (a) the Cash Collateral Account has been established in the name of
             Collateral Agent as recited above, (b) the Cash Collateral Account
             does not hold any financial assets which are registered in


                                        7

<PAGE>



             the name of Grantor, payable to its order or specially endorsed to
             it, which have not been endorsed to the Collateral Agent or in
             blank, (c) the security entitlements arising out of the financial
             assets carried in the Cash Collateral Account and any free credit
             balance are valid and legally binding obligations of the Depository
             Bank, and (d) except for the claims and interests of Grantor and
             the Collateral Agent in the Cash Collateral Account, the Collateral
             Agent does not know of any claim to or interest in the Cash
             Collateral Account or in any financial asset carried therein.

         SECTION 3. GRANT OF SECURITY INTEREST BY GRANTOR

                  3.1 Grant. Grantor hereby assigns and transfers to the
         Collateral Agent, and hereby grants to the Collateral Agent, for the
         benefit of the Secured Parties, a security interest in, the Collateral
         and in the Cash Collateral Account, as collateral security for the
         Secured Obligations, including for the prompt and complete payment and
         performance when due (whether at the stated maturity, by acceleration
         or otherwise, but in all instances subject to the provisions of the
         Agreements Re Specified D&O Facilities) of the Secured Obligations.

                  3.2 Intercreditor Relationship Regarding Collateral. The
         Collateral shall be held for the ratable benefit of the Secured
         Parties; provided, however, that as between the 1997 D&O Obligations,
         on the one hand, and the 1998 D&O Obligations, on the other hand, the
         portion of the Collateral allocated to the 1997 D&O Obligations
         pursuant to Section 4 hereof shall first secure the 1997 D&O
         Obligations (and shall then secure, on a basis junior and subordinate
         to the 1997 D&O Obligations, the 1998 D&O Obligations), and the portion
         of the Cash Collateral allocated to the 1998 D&O Obligations pursuant
         to Section 4 hereof shall first secure 1998 D&O Obligations (and shall
         then secure, on a basis junior and subordinate to the 1998 D&O Loan
         Obligations, the 1997 D&O Obligations). As between the 1997 D&O
         Creditors and the 1998 D&O Creditors, the priorities set forth in this
         Section 3.2, as a matter of contractual subordination, are applicable
         irrespective of the manner or order of creation, attachment or
         perfection of any such liens or priority that might otherwise be
         available to such parties, or any of them, pursuant to contract or
         under applicable law.

                  3.3 Continuing Security Interest. This Pledge Agreement shall
         create a continuing security interest in the Collateral and shall: (a)
         remain in full force and effect until the payment in full of all
         Secured Obligations, (b) be binding upon Grantor and its successors,
         transferees, and assigns, and (c) inure, together with the rights and
         benefits of the Collateral Agent hereunder, to the benefit of each of
         the Secured Parties.


                                        8

<PAGE>





             SECTION 4. ALLOCATION BETWEEN 1997 AND 1998 D&O
                        OBLIGATIONS/WITHDRAWALS BY CONSECO

                  4.1 The Initial Cash Collateral Deposit. The Initial Cash
             Collateral Deposit shall be allocated between the 1997 D&O
             Obligations, on the one hand, and the 1998 D&O Obligations, on the
             other hand, as set forth in Schedule I hereto.

                  4.2 Subsidiary Deposits. To the extent made by the Grantor,
             the December, 2000 Cash Collateral Deposit and any C-T Borrower
             Cash Collateral Deposit, shall be allocated between the 1997 D&O
             Obligations and the 1998 D&O Obligations as necessary to be
             consistent with the manner in which the pertinent Aggregate $25
             Benchmark Deficiency for the Director Borrowers is calculated and
             the pertinent $25 Benchmark Deficiency for D&O C-T Borrowers, has
             been calculated.

                  4.3 Waterfall Deposits. To the extent made by the Grantor,
             Cash Collateral Deposits made pursuant to Section 5(b) of the
             Agreements Re Specified D&O Facilities shall be allocated between
             the 1997 D&O Obligations and the 1998 D&O Obligations ratably.

                  4.4 Deposits do not Secure any Particular Borrower's Loan. The
             allocations to be undertaken pursuant to Sections 4.2 and 4.3
             hereof are solely for purposes of allocating the Collateral between
             the 1997 D&O Obligations and the 1998 D&O Obligations. Consistent
             with the nature of this Agreement as a third party pledge in
             support of the Specified D&O Guaranties (and, not the loans of any
             particular Borrower), the Collateral once it is so allocated to the
             1997 D&O Obligations or the 1998 D&O Obligations, as the case may
             be, shall secure and apply to all of such obligations and not to
             any particular portion of those obligations such as securing only
             the loans of a particular Borrower, even if such loans may have
             factored into the calculation of the Aggregate $25 Benchmark
             Deficiency for Director Borrowers or the Aggregate $25 Benchmark
             Deficiency for C-T Borrowers and thus, affected or even determined
             such allocation.

                  4.5 Withdrawal Rights. Pending payment in full of the Secured
             Obligations, the Grantor shall not have any right to withdraw or
             otherwise have access to any Cash Collateral deposited in the
             Collateral Account except to the extent that the Grantor delivers
             to the Collateral Agent a certificate in a form reasonably
             satisfactory to the Collateral Agent: (i) certifying that either
             Grantor or Conseco is entitled to withdraw the funds pursuant to
             Section 5(c) of the Agreements Re Specified D&O Facilities, (ii)
             stating the amount of the withdrawal, (iii) describing the Director
             Borrower Paydowns giving rise to such right of withdrawal including
             the Specified D&O Facility to which such funds were applied, (iv)
             stating the amount of Cash Collateral Deposits allocated to such
             Director Borrower's loan(s) under that Specified D&O Facility, and
             (v) directing that the


                                        9

<PAGE>



             amount so withdrawn be wired transferred directly to BofA as the
             administrative agent under the $1.5 Billion Facility for
             application against Conseco's principal obligations thereunder in
             inverse order of maturity. The Grantor shall deliver such
             certificate to the D&O Administrative Agents contemporaneously with
             its delivery to the Collateral Agent, and the Collateral Agent
             shall make such distribution within two Business Days of its
             receipt of such certificates. In all instances, the Collateral
             Agent shall be entitled to rely upon the authenticity, accuracy and
             validity of any such certificate it receives. At any time after the
             Depository Bank shall have received written notice from the D&O
             Administrative Agents that a Termination Event has occurred, the
             Depository Bank will follow instructions from the D&O
             Administrative Agents and not the Grantor with respect to the Cash
             Collateral Accounts, including the withdrawal of assets therefrom.

                  4.6 Allocations. Any allocation of Collateral, or payment or
             distribution to be applied to the 1997 D&O Obligations shall be
             applied to the 1997 D&O Obligations ratably. Any allocation of
             Collateral, or payment or distribution to be applied to the 1998
             D&O Obligations shall be applied to the 1998 D&O Obligations
             ratably.

             SECTION 5. INVESTMENTS

                  5.1 Investments; Losses. The Cash Collateral Account shall be
             invested pursuant to the Account Agreement, but only in investments
             of Cash Equivalents in which the Collateral Agent has a perfected
             security interest as Grantor may from time to time direct. All
             investments shall be made in the name of the Collateral Agent. All
             income from such investments shall be retained in the Cash
             Collateral Account, and be maintained and applied in the same
             manner as other balances. All such investments shall be at risk of
             Grantor and the Collateral Agent shall not be liable to any person
             or entity with respect to any loss with respect to such investments
             in the absence of its gross negligence or wilful misconduct. All
             income from investments in the Cash Collateral Account shall be
             taxable to Grantor, and the Collateral Agent shall prepare and
             distribute to Grantor, as required, Form 1099 or other appropriate
             federal and state income tax forms with respect to such income.
             Grantor shall pay when due all such taxes on such income.

                  5.2 No Obligation to Make or Track Investments Based on
             Collateral Allocation. Consistent with the foregoing, the
             Collateral Agent shall have no obligation to make, track, or
             otherwise account for investment gains or losses with respect to
             the Collateral based upon the intercreditor relationship and
             agreement set forth in Section 3.2 hereof.

             SECTION 6. COMPENSATION/EXPENSES/INDEMNITY

                  6.1 Compensation/Expenses. The Grantor hereby agrees to pay to
             the Depositary Bank's and the Collateral Agent's usual and
             customary fees, charges and all other related expenses with regard
             to the Cash Collateral Account and all services


                                       10

<PAGE>



             performed in connection therewith, and, in addition, each of the
             Grantor agrees to pay on demand all reasonable costs and expenses
             (including without limitation reasonable legal fees and expenses)
             incurred in connection with the administration, work-out or
             enforcement of this Agreement or any Collateral (collectively,
             "Collateral Agent's Fees").

                  6.2 Indemnity. (a) The Grantor agrees to pay, and to save the
             Collateral Agent and the other Secured Parties harmless from, any
             and all liabilities with respect to, or resulting from any delay in
             paying, any and all stamp, excise, sales or other taxes which may
             be payable or determined to be payable with respect to any of the
             Collateral or in connection with any of the transactions
             contemplated by this Agreement.

                  (b) The Grantor agrees to pay, and to save the Collateral
             Agent and the other Secured Parties harmless from, any and all
             liabilities, obligations, losses, damages, penalties, actions,
             judgments, suits, costs, expenses or disbursements of any kind or
             nature whatsoever with respect to the execution, delivery,
             enforcement, performance and administration of this Agreement
             except with respect to the gross negligence or wilful misconduct of
             the Collateral Agent or any such Secured Party.

                  6.3 Survival. The obligations of the Grantor under this
             Section 6 shall survive termination of this Agreement.

             SECTION 7. REMEDIAL PROVISIONS

                  7.1 Remedies. If any Termination Event shall have occurred and
             is continuing, the Collateral Agent may, and upon instruction as
             provided as described in Section 7.2 below, shall from time to time
             (i) if the Collateral Agent concludes in its sole and absolute
             discretion that such action is warranted, apply any of the moneys
             in the Cash Collateral Account to the payment of due and unpaid
             Collateral Agent Fees, (ii) distribute any part or all of the
             remaining Cash Collateral to the D&O Administrative Agents for
             application against the Secured Obligations, with such distribution
             to be made ratably except, as between the 1997 D&O Creditors, on
             the one hand, and the 1998 D&O Creditors, on the other hand, such
             distributions must be adjusted to reflect the allocations set forth
             in Section 4 hereof, and (iii) after payment in full, including
             interest and expenses, of the Secured Obligations, distribution of
             any surplus to the Grantor. In addition to the foregoing, the
             Collateral Agent shall have and expressly reserves the ability to
             exercise any and all rights and remedies of a secured party under
             the UCC and other applicable law upon the occurrence of a
             Termination Event. In connection with the foregoing, the Collateral
             Agent may liquidate any investment included in the Collateral prior
             to the maturity thereof and shall not be liable for any losses
             incurred in connection with such liquidation.

                  7.2 Collateral Agent's Calculations. In making the
             determinations and allocations required by Section 4.6, the
             Collateral Agent may conclusively rely upon


                                       11

<PAGE>



             information supplied by the D&O Administrative Agents as to the
             amounts of unpaid principal and interest and other amounts
             outstanding with respect to the Specified D&O Facilities, and the
             Collateral Agent shall have no liability to any of the Secured
             Parties for actions taken in reliance on such information absent
             its gross negligence or wilful misconduct, provided that nothing in
             this sentence shall prevent any Grantor from contesting any amounts
             claimed by any Secured Party in any information so supplied. All
             distributions made by the Collateral Agent pursuant to Section 7.1
             shall be (subject to any decree of any court of competent
             jurisdiction) final (absent manifest error), and the Collateral
             Agent shall have no duty to inquire as to the application by the
             D&O Administrative Agents or any D&O Bank of any amounts
             distributed to them.

             SECTION 8. REPRESENTATIONS AND WARRANTIES OF GRANTOR

             Grantor hereby represents and warrants to the Collateral Agent
         that:

             8.1 Title; No Other Liens. Except for the security interest granted
         to the Collateral Agent for the ratable benefit of the Secured Parties
         pursuant to this Agreement, the Grantor owns each item of the Cash
         Collateral free and clear of any and all liens or claims of others. No
         financing statement or other public notice with respect to all or any
         part of the Cash Collateral is on file or of record in any public
         office, except as may have been filed in favor of the Collateral Agent,
         for the benefit of the Secured Parties, pursuant to this Agreement.

             8.2 Perfected First Priority Liens. The security interests granted
         pursuant to this Agreement (a) upon deposit of any Collateral in the
         Cash Collateral Account, will constitute valid perfected security
         interests in all of the Collateral (subject to applicable bankruptcy
         and insolvency laws) in favor of the Collateral Agent, for the benefit
         of the Secured Parties, as Collateral security for the Secured
         Obligations, enforceable in accordance with the terms hereof against
         all creditors of such Grantor and any Persons purporting to purchase
         any Collateral from such Grantor and (b) are prior to all other Liens
         on the Collateral in existence on the date hereof.

             SECTION 9. COVENANTS

             The Grantor covenants and agrees with the Collateral Agent that,
         from and after the date of this Agreement until the Secured Obligations
         shall have been paid in full:

             9.1 Maintenance of Perfected Security Interest; Further
         Documentation. (a) Such Grantor shall maintain the security interest
         created by this Agreement as a perfected security interest having the
         priority described in Section 8.2 and shall defend such security
         interest against the claims and demands of all Persons whomsoever.



                                       12

<PAGE>



                  (b) At any time and from time to time, upon the written
             request of the Collateral Agent, and at the sole expense of such
             Grantor, such Grantor will promptly and duly execute and deliver,
             and have recorded, such further instrument and documents and take
             such further actions as the Collateral Agent may reasonably request
             for the purpose of obtaining or preserving the full benefits of
             this Agreement and of the rights and powers herein granted,
             including, without limitation, filing and financing or continuation
             statements under the UCC (or other similar laws) in effect in any
             jurisdiction with respect to the security interests created.

             SECTION 10. AUTHORITY OF COLLATERAL AGENT

                  10.1 General Authority of the Collateral Agent. (a) Each
             Grantor herein irrevocably constitutes and appoints the Collateral
             Agent and any officer or agent thereof, with full power of
             substitution, during the continuance of a Termination Event, as its
             true and lawful attorney-in-fact with full power and authority in
             its or his own name, from time to time in the Collateral Agent's
             discretion to take any and all appropriate action and to execute
             any and all documents and instruments which may be necessary or
             desirable to carry out the terms of this Agreement and accomplish
             the purposes hereof and thereof. All powers, authorizations and
             agencies contained in this Agreement are coupled with an interest
             and are irrevocable until this Agreement is terminated and the
             security interests created hereby are released.

                  (b) By acceptance of the benefits of this Agreement each
             Secured Party shall be deemed irrevocably (i) to consent to the
             appointment of the Collateral Agent as its agent hereunder, (ii) to
             confirm that the Collateral Agent shall have the authority to act
             as the exclusive agent of such Secured Party for enforcement of any
             provisions of this Agreement against any Grantor or the exercise of
             remedies hereunder or thereunder, (iii) to agree that such Secured
             Party shall not take any action to enforce any provisions of this
             Agreement against any Grantor or to exercise any remedy hereunder
             or thereunder and (iv) to agree to be bound by the terms of this
             Agreement.

                  (c) Other than as provided to the contrary herein, the
             Collateral Agent will follow any written instructions provided by
             the representatives of 60% or more of the aggregate amount of the
             Secured Obligations, although if it should reasonably conclude that
             any requested action would subject it to unacceptable risk of
             liability it may request a sufficient indemnity from the D&O Banks
             before being required to proceed with such instructions.

             10.2 Execution of Financing Statements. Pursuant to Section 9-402
         of the UCC and any other applicable law, each Grantor authorizes the
         Collateral Agent to file or record financing statements and other
         filings or recording documents or instruments with


                                       13

<PAGE>



         respect to the Collateral without the signature of such Grantor in such
         form and in such offices as the Collateral Agent determines appropriate
         to perfect the security interests of the Collateral Agent under this
         Agreement. A photographic or other reproduction of this Agreement shall
         be sufficient as a financing statement or other filing or recording
         document or instrument for filing or recording in any jurisdiction.

             10.3 Further Assurances. At any time and from time to time, upon
         the written request of the D&O Administrative Agents or the Collateral
         Agent, and at the expense of Conseco, each Grantor will promptly
         execute and deliver any and all such further instruments and documents
         and take such further action as is necessary or reasonably requested
         further to perfect, or to protect the perfection of, the liens and
         security interests granted hereunder including, without limitation, the
         filing of any financing or continuation statements under the UCC in
         effect in any jurisdiction. In addition to the foregoing, at any time
         and from time to time, upon the written request of the Collateral
         Agent, and at the expense of the Grantor, each Grantor will promptly
         execute and deliver any and all such further instruments and documents
         and take such further action as the Collateral Agent determines is
         necessary or reasonably requested to obtain the full benefits of this
         Agreement and of the rights and powers herein. Notwithstanding the
         foregoing, in no event shall the Collateral Agent have any obligation
         to monitor the perfection or continuation of perfection or the
         sufficiency or validity of any security interest in or related to the
         Collateral.

             10.4 Exculpatory Provisions. (a) The Collateral Agent shall not be
         responsible in any manner whatsoever for the correctness of any
         recitals, statements, representations or warranties herein, all of
         which are made solely by the Grantor. The Collateral Agent makes no
         representations as to the value or condition of the Collateral or any
         part thereof, or as to the title of the Grantor thereto or as to the
         security afforded by this Agreement or as to the validity, execution
         (except its execution), enforceability, legality or sufficiency of this
         Agreement, or the Secured Obligations, and the Collateral Agent shall
         incur no liability or responsibility in respect of any such matters.

                  (b) The Collateral Agent shall not be required to ascertain or
             inquire as to the performance by the Grantors of any of the
             covenants or agreements contained herein.

                  (c) The Collateral Agent shall have the same rights with
             respect to any Secured Obligation held by it as any other Secured
             Party and may exercise such rights as though it were not the
             Collateral Agent hereunder, and may accept deposits from, lend
             money to, and generally engage in any kind of banking or trust
             business with, any Grantors or Conseco or any of Conseco's other
             affiliates as if it were not the Collateral Agent.



                                       14

<PAGE>



                  (d) The Collateral Agent shall not be liable for any action
             taken or omitted to be taken in accordance with the Agreement
             except for its own gross negligence or willful misconduct.

             10.5 Delegation of Duties. The Collateral Agent may execute any of
         the powers hereof and perform any duty hereunder either directly or by
         or through agents or attorneys-in-fact. The Collateral Agent shall be
         entitled to advice of counsel concerning all matters pertaining to such
         powers and duties. The Collateral Agent shall not be responsible for
         the negligence or misconduct of any agents or attorneys-in-fact
         selected by it without gross negligence or willful misconduct.

             10.6 Reliance by Collateral Agent. (a) Whenever in the
         administration of this Agreement the Collateral Agent shall deem it
         necessary or desirable that a factual matter be proved or established
         in connection with the Collateral Agent taking, suffering or omitting
         any action hereunder or thereunder, such matter (unless other evidence
         in respect thereof is herein specifically prescribed) may be deemed to
         be conclusively proved or established by a certificate of a Responsible
         Officer of the Grantor delivered to the Collateral Agent, and such
         certificate shall be full warrant to the Collateral Agent for any
         action taken, suffered or omitted in reliance thereon, subject,
         however, to the provisions of Section 10.4(d).

                  (b) The Collateral Agent may consult with counsel, and any
             opinion of counsel shall be full and complete authorization and
             protection in respect of any action taken or suffered by it
             hereunder. The Collateral Agent shall have the right at any time to
             seek instructions concerning the administration of this Agreement
             from any court of competent jurisdiction.

                  (c) The Collateral Agent may rely, and shall be fully
             protected in acting, upon any resolution, statement, certificate,
             instrument, opinion, report, notice, request, consent, order, bond
             or other paper or document which it has no reason to believe to be
             other than genuine and to have been signed or presented by the
             proper party or parties or, in the case of cables, telecopies and
             telexes, to have been sent by the proper party or parties. In the
             absence of its own gross negligence or willful misconduct, the
             Collateral Agent may conclusively rely, as to the truth of the
             statements and the correctness of the opinions expressed therein,
             upon any certificates or opinions furnished to the Collateral Agent
             and conforming to the requirements of this Agreement.

                  (d) The Collateral Agent shall not be under any obligation to
             exercise any of the rights or powers vested in the Collateral Agent
             by this Agreement unless the Collateral Agent shall have been
             provided adequate security and indemnity against the costs,
             expenses and liabilities which may be incurred by the Collateral


                                       15

<PAGE>



             Agent, including such reasonable advances as may be requested by
             the Collateral Agent.

                  (e) Any opinion of counsel may be based, insofar as it relates
             to factual matters, upon a certificate of a responsible officer of
             the Grantor or representations made by a responsible officer of the
             Grantor in a writing filed with the Collateral Agent.

             10.7 Moneys to be Held in Trust. All moneys received by the
         Collateral Agent under or pursuant to any provision of this Agreement
         shall be held in trust for the purposes for which they were paid or are
         held.

             10.8 Resignation and Removal of the Collateral Agent. (a) The
         Collateral Agent may at any time, by giving written notice to Grantor,
         each of the D&O Administrative Agents and each of the D&O Banks, resign
         and be discharged of the responsibilities hereby created, such
         resignation to become effective upon (i) the appointment of a successor
         Collateral Agent, (ii) the acceptance of such appointment by such
         successor Collateral Agent and (iii) the approval of such successor
         Collateral Agent evidenced by one or more instruments signed by each of
         the D&O Administrative Agents and Grantor. If no successor Collateral
         Agent shall be appointed and shall have accepted such appointment
         within 90 days after the Collateral Agent gives the aforesaid notice of
         resignation, the Collateral Agent, the Grantor, either of the D&O
         Administrative Agents, or any other Secured Party may apply to any
         court of competent jurisdiction to appoint a successor Collateral Agent
         to act until such time, if any, as a successor Collateral Agent shall
         have been appointed as provided in this Section 10.8. Any successor so
         appointed by such court shall immediately and without further act be
         superseded by any successor Collateral Agent appointed by the D&O
         Administrative Agents as provided herein. The D&O Administrative Agents
         (acting in concert) may, at any time upon giving 30 days' prior written
         notice thereof to the Collateral Agent, remove the Collateral Agent and
         appoint a successor Collateral Agent, such removal to be effective upon
         the acceptance of such appointment by the successor. The Collateral
         Agent shall be entitled to Collateral Agent Fees to the extent incurred
         or arising, or relating to events occurring, before such resignation or
         removal.

                  (b) If at any time the Collateral Agent shall resign or be
             removed or otherwise become incapable of acting, or if at any time
             a vacancy shall occur in the office of the Collateral Agent for any
             other cause, a successor Collateral Agent may be appointed by the
             D&O Administrative Agents and the Grantor (acting in concert). The
             powers, duties, authority and title of the predecessor Collateral
             Agent shall be terminated and cancelled without procuring the
             resignation of such predecessor and without any other formality
             (except as be required by applicable law) than appointment and
             designation of a successor in writing duly acknowledged and
             delivered to the predecessor and the Grantor. Such


                                       16

<PAGE>



             appointment and designation shall be full evidence of the right and
             authority to make the same and of all the facts therein recited,
             and this Agreement shall vest in such successor, without any
             further act, deed or conveyance, all the estates, properties,
             rights, powers, duties, authority and title of its predecessor; but
             such predecessor shall, nevertheless, on the written request of the
             D&O Administrative Agents (acting in concert), the Grantor, or the
             successor, execute and deliver an instrument transferring to such
             successor all the estates, properties, rights, powers, duties,
             authority and title of such predecessor hereunder and shall deliver
             all Collateral held by it or its agents to such successor. Should
             any deed, conveyance or other instrument in writing from any
             Grantor be required by any successor Collateral Agent for more
             fully and certain vesting in such successor the estates,
             properties, rights, powers, duties, authority and title vested or
             intended to be vested in the predecessor Collateral Agent, any and
             all such deeds, conveyances and other instruments in writing shall,
             on request of such successor, be executed, acknowledged and
             delivered by such Grantor. If such Grantor shall not have executed
             and delivered any such deed, conveyance or other instrument within
             10 days after it receives a written request from the successor
             Collateral Agent to do so, or if a Termination Event shall have
             occurred and be continuing, the predecessor Collateral Agent may
             execute the same on behalf of such Grantor. Such Grantor hereby
             appoints any predecessor Collateral Agent as its agent and attorney
             to act of it as provided in the next preceding sentence.

                  10.9 Status of Successor Collateral Agent. Every successor
             Collateral Agent appointed pursuant to Section 10.8 shall be a bank
             or trust company in good standing and having power to act as
             Collateral Agent hereunder, incorporated under the laws of the
             United States of America or any State thereof or the District of
             Columbia and having its principal office within the 48 contiguous
             States and shall also have capital, surplus and undivided profits
             of not less than $500,000,000, if there be such an institution with
             such capital, surplus and undivided profits willing, qualified and
             able to accept the powers and duties hereunder upon reasonable or
             customary terms.

                  10.10 Merger of the Collateral Agent. Any corporation into
             which the Collateral Agent may be merged, or with which it may be
             consolidated, or any corporation resulting from any merger or
             consolidation to which the Collateral Agent shall be a party, shall
             be the Collateral Agent under this Agreement without the execution
             or filing of any paper or any further act on the part of the
             parties hereto.

         SECTION 11. ABSOLUTE OBLIGATIONS

         SECTION 11.1 Absolute, etc. This Agreement shall in all respects be a
continuing, absolute, unconditional and irrevocable obligation, and shall remain
in full force and effect until all Secured Obligations have been paid in full
and all obligations of Grantors hereunder shall have


                                       17

<PAGE>



been paid in full. The liability of Grantors under this Agreement shall be
absolute, unconditional and irrevocable irrespective of:

                  (a) any lack of validity, legality or enforceability of the
             D&O Credit Agreements or any other document delivered in connection
             therewith (the "D&O Documents");

                  (b) the failure of any D&O Administrative Agent or D&O Bank:

                       (i) to assert any claim or demand or to enforce any right
                  or remedy against any D&O Borrower or any other Person under
                  the provisions of any D & O Credit Agreement, any other D&O
                  Document or otherwise; or

                       (ii) to exercise any right or remedy against any other
                  guarantor of, or collateral securing, any Secured Obligations;

                  (c) any change in the time, manner or place of payment of, or
             in any other term of, all or any of the Secured Obligations, or any
             other extension, compromise or renewal of any Secured Obligations;

                  (d) any reduction, limitation, impairment or termination of
             the Secured Obligations for any reason, including any claim of
             waiver, release, surrender, alteration or compromise, and shall not
             be subject to (and the Grantors hereby waive any right to or claim
             of) any defense or setoff, counterclaim, recoupment or termination
             whatsoever by reason of the invalidity, illegality, nongenuineness,
             irregularity, compromise, unenforceability of, or any other event
             or occurrence affecting, the Secured Obligations;

                  (e) any amendment to, rescission, waiver, or other
             modification of, or any consent to any departure from, any of the
             terms of any D&O Credit Agreement or any other D&O Document;

                  (f) any addition, exchange, release, surrender or
             non-perfection of any collateral, or any amendment to or waiver or
             release or addition of, or consent to any departure from, any other
             guaranty held by any D&O Administrative Agent or D&O Bank or any
             other holder of the Secured Obligations; or

                  (g) any other circumstance which might otherwise constitute a
             defense available to, or a legal or equitable discharge of, a D&O
             Borrower, any surety or any guarantor.

         SECTION 11.2 Reinstatement, etc. Each Grantor agrees that this
Agreement shall continue to be effective or be reinstated, as the case may be,
if at any time any payment (in whole or in part) of any of the Secured
Obligations is rescinded or must otherwise be restored by any D&O Administrative
Agent or D&O Bank or any other holder of any Secured Obligations, upon

                                       18

<PAGE>



the insolvency, bankruptcy or reorganization of any D&O Borrower, all as though
such payment had not been made.

         SECTION 11.3 Waiver, etc. Each Grantor hereby waives promptness,
diligence, notice of acceptance and any other notice with respect to any of the
Secured Obligations, and this Agreement and any requirement that the Collateral
Agent, any D&O Administrative Agent or any D&O Bank or any other holder of
Secured Obligations protect, secure, perfect or insure any security interest or
lien, or any property subject thereto, or exhaust any right or take any action
against any D&O Borrower or any other Person (including any other guarantor) or
entity or any collateral securing the Secured Obligations.

         SECTION 11.4 Waiver of Subrogation; Subordination. Each Grantor hereby
irrevocably waives with respect to any D&O Borrower, until the prior
indefeasible payment in full in cash of all Secured Obligations, any claim or
other rights which it may now or hereafter acquire against any D&O Borrower that
arises from the existence, payment, performance or enforcement of any Grantor's
obligations hereunder, including any right of subrogation, reimbursement,
exoneration, or indemnification, any right to participate in any claim or remedy
of the D&O Banks and D&O Administrative Agents against any D&O Borrower or any
collateral which the Collateral Agent now has or hereafter acquires, whether or
not such claim, remedy or right (all such claims, remedies and rights being
collectively called "Subrogation Rights") arises in equity, or under contract,
statute or common law, including the right to take or receive from any D&O
Borrower, directly or indirectly, in cash or other property or by set-off or in
any manner, payment or security on account of such claim or other rights. If any
amount shall be paid to any Grantor in violation of the preceding sentence and
the Secured Obligations shall not have been paid in cash, in full, such amount
shall be deemed to have been paid to such Grantor for the benefit of, and held
in trust for, the D&O Banks and D&O Administrative Agents, and shall forthwith
be paid to the D&O Banks and D&O Administrative Agents to be credited and
applied upon the Secured Obligations, whether matured or unmatured. Each Grantor
acknowledges that it will receive direct and indirect benefits from the
Agreements Re Specified D&O Facilities and that the waiver set forth in this
Section 11.4 is knowingly made in contemplation of such benefits.


         SECTION 12. MISCELLANEOUS

             12.1 Amendments. None of the terms or provisions of this Agreement
         may be waived, amended, supplemented or otherwise modified except in a
         writing signed by the parties hereto.

             12.2 Notices. All notices, requests and demands to or upon the
         Collateral Agent or any Grantor hereunder shall be effected in the
         manner provided for in the Agreements Re Specified D&O Facilities;
         provided that any such notice, request or demand to or upon any Grantor
         shall be addressed to such Grantor at its notice address set forth on
         Schedule II and that any such notice, request or demand to or upon the


                                       19

<PAGE>



         Collateral Agent shall be addressed to the Collateral Agent at its
         notice address set forth in Schedule II.

             12.3 No Waiver by Course of Conduct; Cumulative Remedies. Neither
         the Collateral Agent nor any other Secured Party shall by any act
         (except by a written instrument), delay, indulgence, omission or
         otherwise be deemed to have waived any right or remedy hereunder or to
         have acquiesced in any Termination Event. No failure to exercise, nor
         any delay in exercising, on the part of the Collateral Agent or any
         other Secured Party, any right, power or privilege hereunder shall
         operate as a waiver thereof. No single or partial exercise of any
         right, power or privilege hereunder shall preclude any other or further
         exercise thereof or the exercise of any other right, power or
         privilege. A waiver by the Collateral Agent or any other Secured Party
         of any right or remedy hereunder on any one occasion shall not be
         construed as a bar to any right or remedy which the Collateral Agent or
         such Secured Party would otherwise have on any future occasion. The
         rights and remedies herein provided are cumulative, may be exercised
         singly or concurrently and are not exclusive of any other rights or
         remedies provided by law.

             12.4 Successors and Assigns. This Agreement shall be binding upon
         the successors and assigns of each Grantor and shall inure to the
         benefit of the Collateral Agent and the other Secured Parties and their
         successors and assigns; provided that no Grantor may assign, transfer
         or delegate any of its rights or obligations under this Agreement
         without the prior written consent of the Collateral Agent.

             12.5 Counterparts. This Agreement may be executed by one or more of
         the parties to this Agreement on any number of separate counterparts
         (including by telecopy), and all of said counterparts taken together
         shall be deemed to constitute one and the same instrument.

             12.6 Severability. Any provision of this Agreement which is
         prohibited or unenforceable in any jurisdiction shall, as to such
         jurisdiction, be ineffective to the extent of such prohibition or
         unenforceability without invalidating the remaining provisions hereof,
         and any such prohibition or unenforceability in any jurisdiction shall
         not invalidate or render unenforceable such provision in any other
         jurisdiction.

             12.7 Section Headings. The Section headings used in this Agreement
         are for convenience of reference only and are not to affect the
         construction hereof or be taken into consideration in the
         interpretation hereof.

             12.8 Integration. This Agreement represent the agreement of the
         Grantors, the Collateral Agent and the other Secured Parties with
         respect to the subject matter hereof and thereof, and there are no
         promises, undertakings, representations or warranties by the


                                       20

<PAGE>



         Collateral Agent or any other Secured Party relative to subject matter
         hereof and thereof not expressly set forth or referred to herein.

             12.9 Depository Bank's Location. New York shall be deemed to be the
         Depository Bank's location for the purposes of this Agreement and the
         perfection and priority of the Collateral Agent's security interest in
         the Cash Collateral Account.

             12.10 Replacement of Existing Cash Collateral Agreement. This
         Agreement amends and restates, and thus replaces and supersedes in its
         entirety, the Existing Cash Collateral Agreement.

             12.11 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND
         CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF
         NEW YORK.

             IN WITNESS WHEREOF, each of the undersigned has caused this Amended
and Restated Cash Collateral Agreement to be duly executed and delivered as of
the date first above written.

                                             CDOC, INC.



                                       By: /s/ David A. Hill
                                           ----------------------------
                                           Name: David A. Hill
                                           Title: Vice President



                                           BANK OF AMERICA, NATIONAL
                                           ASSOCIATION, as Depositary Bank


                                       By: /s/
                                           ---------------------------
                                           Name:
                                           Title:



                                           BANK OF AMERICA, NATIONAL
                                           ASSOCIATION, as Collateral Agent




                                       By: /s/
                                           ----------------------------
                                           Name:
                                           Title:



                                           BANK OF AMERICA, NATIONAL
                                           ASSOCIATION, as Collateral Agent

                                       21



<PAGE>



                                     CONSENT


         The undersigned hereby consents to the above amendment and restatement.


                                       BANK OF AMERICA, NATIONAL
                                        ASSOCIATION,
                                       as 1997 D&O  Administrative
                                       Agent,  1998 D&O
                                       Administrative  Agent, 1997
                                       Refinancing Agent, and 1998
                                       Refinancing Agent


                                       By: /s/
                                           -------------------------------
                                           Name:
                                           Title:



                                       22


<PAGE>




                                CREDIT AGREEMENT

                          Dated as of November 22, 2000

                                      among

                THE PERSONS LISTED ON THE SIGNATURE PAGES HERETO,
                                  as Borrowers,

                 THE OTHER FINANCIAL INSTITUTIONS PARTY HERETO,

                                       and

                      BANK OF AMERICA, NATIONAL ASSOCIATION
                             as Administrative Agent

        (Relating to the Refinancing of Certain Loans under that certain
                     Amended and Restated Credit Agreement,
                          dated as of August 26, 1997)












<PAGE>



The following Table of Contents has been inserted for convenience only and does
not constitute a part of this Agreement.
<TABLE>
<CAPTION>


                                TABLE OF CONTENTS

                                                                                                                 PAGE
                                                                                                                 ----

<S>     <C>                                                                                                      <C>
SECTION 1. DEFINITIONS AND ACCOUNTING TERMS.......................................................................1
         1.1  Certain Defined Terms...............................................................................1
         1.2  Other Definitional Provisions......................................................................14
         1.3  Accounting and Financial Determinations............................................................15

SECTION 2.  THE LOANS............................................................................................15
         2.1  Commitment.........................................................................................15
         2.2  Procedure for Borrowings...........................................................................15
         2.3  Conversion and Continuation Elections..............................................................16
         2.4  Repayment of Loans.................................................................................18
         2.5  Loan Accounts; Record Keeping......................................................................18

SECTION 3.  INTEREST AND FEES....................................................................................18
         3.1  Interest Rates.....................................................................................18
         3.2  Default Interest Rate..............................................................................19
         3.3  Interest Payment Dates.............................................................................19
         3.4  Setting and Notice of Rates........................................................................19
         3.5  Computation of Interest and Fees...................................................................19

SECTION 4.  PAYMENTS AND PREPAYMENTS.............................................................................19
         4.1  Prepayments........................................................................................19
         4.2  Payments by the Borrowers..........................................................................20
         4.3  Sharing of Payments................................................................................21
         4.4  Setoff.............................................................................................22
         4.5  Net Payments.......................................................................................22

SECTION 5.  CHANGES IN CIRCUMSTANCES.............................................................................24
         5.1  Increased Costs....................................................................................24
         5.2  Change in Rate of Return...........................................................................25
         5.3  Basis for Determining Interest Rate Inadequate or Unfair...........................................25
         5.4  Changes in Law Rendering Certain Loans Unlawful....................................................26
         5.5  Funding Losses.....................................................................................26
         5.6  Right of Banks to Fund Through Other Offices.......................................................27




                                        i

<PAGE>



         5.7  Discretion of Banks as to Manner of Funding........................................................27
         5.8  Replacement of Banks...............................................................................27
         5.9  Conclusiveness of Statements; Survival of Provisions...............................................28
         5.10 Avoidance of Certain Costs.........................................................................28

SECTION 6.  COLLATERAL AND OTHER SECURITY........................................................................28
         6.1  Collateral Documents...............................................................................28
         6.2  Pledge of Additional Collateral....................................................................29
         6.3  Application of Proceeds from Collateral............................................................30
         6.4  Further Assurances.................................................................................31

SECTION 7.  REPRESENTATIONS AND WARRANTIES OF BORROWERS..........................................................31
         7.1  No Conflict........................................................................................31
         7.2  Validity...........................................................................................31
         7.3  Litigation and Contingent Obligations..............................................................32
         7.4  Liens..............................................................................................32
         7.5  Taxes..............................................................................................32
         7.6  Accuracy of Information............................................................................32
         7.7  Proceeds...........................................................................................32
         7.8  Securities Laws....................................................................................32
         7.9  No Default.........................................................................................33
         7.10  Organization, etc.................................................................................33
         7.11  Authorization.....................................................................................33
         7.12  Margin Regulations................................................................................33
         7.13  Principal Residence...............................................................................34
         7.14  No Default or Event of Default....................................................................34

SECTION 8.  COVENANTS OF BORROWERS...............................................................................34
         8.1  Reports, Certificates and Other Information........................................................34
         8.2  Taxes and Liabilities..............................................................................35
         8.3  Compliance with Laws...............................................................................35
         8.4  Other Agreements...................................................................................35

SECTION 9. CONDITIONS AND EFFECTIVENESS OF
THIS AGREEMENT...................................................................................................36
         9.1  Receipt of Documents...............................................................................36
         9.2  Additional Conditions..............................................................................38

SECTION 10.  EVENTS OF DEFAULT AND THEIR EFFECT..................................................................39
         10.1  Events of Default.................................................................................39
         10.2  Effect of Event of Default........................................................................41





                                       ii

<PAGE>



SECTION 11.  THE AGENT...........................................................................................42
         11.1  Authorization and Action..........................................................................42
         11.2  Liability of the Administrative Agent.............................................................42
         11.3  Administrative Agent and Affiliates...............................................................43
         11.4  Bank Credit Decision..............................................................................43
         11.5  Indemnification...................................................................................43
         11.6  Successor Agent...................................................................................44

SECTION 12.  ASSIGNMENTS AND PARTICIPATIONS......................................................................44
         12.1  Assignments.......................................................................................44
         12.2  Participations....................................................................................46
         12.3  Disclosure of Information.........................................................................47
         12.4  Foreign Transferees...............................................................................47

SECTION 13.  MISCELLANEOUS.......................................................................................48
         13.1  Waivers and Amendments............................................................................48
         13.2  Failure to Consent................................................................................49
         13.3  Notices...........................................................................................49
         13.4  Indemnity.........................................................................................50
         13.5  D&O Agreements....................................................................................50
         13.6  Subsidiary References.............................................................................51
         13.7  Captions..........................................................................................51
         13.8  GOVERNING LAW.....................................................................................51
         13.9  Counterparts......................................................................................51
         13.10  SUBMISSION TO JURISDICTION; WAIVER OF VENUE......................................................51
         13.11  Successors and Assigns...........................................................................52
         13.12 Power of Attorney.................................................................................52
         13.13 No Waiver; Cumulative Remedies....................................................................52
         13.14  WAIVER OF JURY TRIAL.............................................................................52


                             SCHEDULES AND EXHIBITS


SCHEDULES

SCHEDULE 1.1      Existing Litigation
SCHEDULE 2.1      Banks and Percentages
SCHEDULE 2.2      Borrower Loan Percentage


EXHIBITS





                                       iii

<PAGE>



EXHIBIT A         Form of Note
EXHIBIT B         Form of Notice of Borrowing
EXHIBIT C         Form of Notice of Conversion/Continuation
EXHIBIT D         Form of Pledge Agreement
EXHIBIT E         Form of Conseco Guaranty
EXHIBIT F-1       Form of Opinion of David K. Herzog, counsel to Guarantor
EXHIBIT F-2       Form of Opinion of Weil, Gotshal & Manges LLP, outside counsel to
                  Guarantor
EXHIBIT G         Form of Confidentiality Letter
EXHIBIT H         Form of Assignment Agreement
EXHIBIT I         Funding Loss Formula
EXHIBIT J         Form of CIHC Guaranty
EXHIBIT K         Form of Pledge Agreement (Additional Collateral)
EXHIBIT L         Form of Amended and Restated Cash Collateral Agreement
EXHIBIT M         Form of Subordinated Pledge Agreement Re 1998 Shares
EXHIBIT N         Form of Borrower Acknowledgment and Release
EXHIBIT O         Form of Conseco Officer's Certificate
EXHIBIT P         Form of Subordinated Pledge Agreement Re 1999 Shares

</TABLE>





                                       iv

<PAGE>



                                CREDIT AGREEMENT

         THIS CREDIT AGREEMENT is entered into as of November 22, 2000, among
the persons listed as borrowers on the signature pages hereto (herein,
collectively called the "Borrowers" and each individually, a "Borrower"), the
several financial institutions from time to time party to this Agreement
(herein, together with any Eligible Assignees thereof, collectively called the
"Banks" and each individually, a "Bank"), and BANK OF AMERICA, N.A. ("BofA"), as
administrative agent for the Banks (herein in such capacity, together with any
successors thereto in such capacity, called the "Administrative Agent").

                                    RECITALS

         WHEREAS, the Borrowers, certain other borrowers, the Banks and the
Administrative Agent are parties to that certain Credit Agreement, dated as of
May 13, 1996, which has been amended and restated pursuant to that certain
Amended and Restated Credit Agreement dated as of August 26, 1997 (as amended or
modified through the date hereof, the "Existing Credit Agreement"), whereby the
Banks party thereto made term loans to the borrowers party thereto (including
the Borrowers), on the terms and subject to the conditions set forth in the
Existing Credit Agreement;

         WHEREAS, the Borrowers have requested that the Banks agree to make term
loans in the principal amount for each Borrower set forth on Schedule 2.2 hereto
to refinance the outstanding loans to the Borrowers under the Existing Credit
Agreement;

         WHEREAS, the Banks are willing, on the terms and conditions hereinafter
set forth, to make the term loans to the Borrowers;

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


                   SECTION 1. DEFINITIONS AND ACCOUNTING TERMS

         SECTION 1.1 Certain Defined Terms. As used in this Agreement, the
following terms shall have the following meanings (such meanings to be equally
applicable to both the singular and plural forms of the terms defined):

         "AC Collateral Agent" shall mean BofA (and its successors) as
collateral agent under the AC Pledge Agreement.







<PAGE>



         "AC Pledge Agreement" shall mean the Pledge Agreement (Additional
Collateral), substantially in the form of Exhibit K, as the same may be amended,
modified, or supplemented from time to time.

         "AC Pledge Borrowers" shall mean the Borrowers, if any, who have
elected to pledge Additional Collateral pursuant to the terms of the Plan.

         "Additional Collateral" shall mean, for any Borrower, marketable
securities pledged by such Borrower to secure the repayment of such Borrower's
obligations under the New Credit Agreements Re D&O Loans as required by Conseco
pursuant to the Plan.

         "Administrative Agent" - see Preamble.

         "Administrative Agent's Office" shall mean 231 South LaSalle Street,
Chicago, Illinois 60697, or such other address designated by the Administrative
Agent (or any successor agent) to the Borrowers and the Banks from time to time.

         "Affected Bank" - see Section 5.4.

         "Affiliate" shall mean, as to any Person, any other Person which,
directly or indirectly, owns, holds, controls, is controlled by or is under
common control with such Person (including all beneficial control as a trustee,
guardian or other fiduciary). A Person shall be deemed to be "controlled by" any
other Person if such other Person possesses, directly or indirectly, power (a)
to vote 10% or more of the securities (on a fully diluted basis) having ordinary
voting power for the election of directors, managing general partners or
managers; or (b) to direct or cause the direction of the management and policies
of such Person whether through the ownership of voting securities, membership
interests, by contract or otherwise.

         "Agent-Related Persons" shall mean BofA in any agent capacity or any
successor agent arising under Section 11.6, together with its respective
Affiliates (including, in the case of BofA, the Arranger), and the officers,
directors, employees, agents and attorneys-in-fact of such Persons and
Affiliates.

         "Agreement" shall mean this Credit Agreement, as amended, modified, or
supplemented from time to time.

         "Amended and Restated Cash Collateral Agreement" shall mean the Amended
and Restated Cash Collateral Agreement in substantially the form of Exhibit L,
as the same may be amended, modified or supplemented from time to time.

         "Arranger" shall mean Banc of America Securities LLC, a Delaware
limited liability company.




                                        2

<PAGE>



         "Assignment Agreement" - see Section 12.1(a)

         "Bank" or "Banks" - see Preamble.

         "Base Rate" shall mean, for any day, the higher of (a) 0.50% per annum
above the latest Federal Funds Rate and (b) the rate of interest in effect for
such day as publicly announced from time to time by BofA as its "prime rate."
(The "prime rate" is a rate set by BofA based upon various factors including
BofA's costs and desired return, general economic conditions and other factors,
and is used as a reference point for pricing some loans, which may be priced at,
above, or below such announced rate.) Any change in the prime rate announced by
BofA shall take effect at the opening of business on the date specified in the
public announcement of such change.

         "Base Rate Loan" shall mean a Loan bearing interest at the Base Rate.

         "BofA" - see Preamble.

         "Borrower" or "Borrowers" - see Preamble.

         "Borrower Acknowledgment and Release" shall mean an Acknowledgment and
Release executed and delivered by each Borrower in favor of the Administrative
Agent and the Banks, substantially in the form of Exhibit N.

         "Borrower Collateral Percentage" shall mean, as to any Borrower, a
fraction, the numerator of which is equal to the principal amount of the Loans
to such Borrower then outstanding hereunder and the denominator of which is
equal to the aggregate principal amount of the Loans to all Borrowers then
outstanding hereunder.

         "Business Day" shall mean any day other than a Saturday, Sunday or
other day on which commercial banks in Chicago, New York City or Dallas are
authorized or required by law to close and, if the applicable Business Day
relates to any Offshore Rate Loan, means such a day on which dealings are
carried on in the applicable offshore dollar interbank market.

         "Capitalized Lease Liabilities" shall mean, with respect to any Person,
all monetary obligations of such Person under any leasing or similar arrangement
which, in accordance with GAAP, would be classified as a capitalized lease, and,
for purposes of this Agreement, the amount of such obligations shall be the
capitalized amount thereof, determined in accordance with GAAP, and the stated
maturity thereof shall be the date of the last payment of rent or any other
amount due under such lease prior to the first date upon which such lease may be
terminated by the lessee without payment of a penalty.

         "CCPA Collateral" shall mean the "Collateral" from time to time
delivered pursuant to the Amended and Restated Cash Collateral Agreement.




                                        3

<PAGE>



         "CCPA Pledgor" shall mean CDOC, Inc., a Delaware corporation and any
other "Grantor" from time to time a party to the Amended and Restated Cash
Collateral Agreement.

         "Charges" - see Section 4.5.

         "CIHC" shall mean CIHC, Incorporated, a Delaware corporation.

         "CIHC Guaranty" shall mean the Guaranty and Subordination Agreement,
dated as of the date hereof, executed and delivered by CIHC and Conseco in favor
of the Administrative Agent, for the benefit of the Banks, in substantially the
form of Exhibit J, as the same may be amended, modified, or supplemented from
time to time.

         "Closing Date" shall mean the date on which all conditions precedent
set forth in Section 9 are satisfied or waived by all Banks or, with respect to
any payment to be made hereunder, waived by the Person entitled to receive such
payment.

         "Collateral Ratio" shall mean, as to any Borrower, the ratio of (a) the
sum of the Loan Value of Direct Collateral of such Borrower plus the Borrower
Collateral Percentage of the Loan Value of Indirect Collateral to (b) the
aggregate principal amount of the Loans of such Borrower then outstanding.

         "Conseco" shall mean Conseco, Inc., an Indiana corporation.

         "Conseco Guaranty" shall mean the Guaranty of Conseco, dated as of the
date hereof, executed and delivered in favor of the Administrative Agent, for
the benefit of the Banks, in substantially the form of Exhibit E, as the same
may be amended, modified, or supplemented from time to time.

         "Contingent Obligation" shall mean, without duplication, any agreement,
undertaking or arrangement by which any Person guarantees, endorses or otherwise
becomes or is contingently liable upon (by direct or indirect agreement,
contingent or otherwise, to provide funds for payment, to supply funds to, or
otherwise to invest in, a debtor, or otherwise to assure a creditor against
loss) the debt, obligation or other liability of any other Person (other than by
endorsements of instruments in the course of collection), or guarantees the
payment of dividends or other distributions upon the shares of any other Person.
The amount of any Person's liability with respect to any Contingent Obligation
shall (subject to any limitation set forth therein) be deemed to be the
outstanding principal amount (or maximum outstanding principal amount, if
larger) of the debt, obligation or other liability outstanding thereunder or, if
not stated or if indeterminable, the maximum reasonably anticipated liability in
respect thereof at the time of determination.





                                        4

<PAGE>



         "Conversion/Continuation Date" shall mean any date on which, under
Section 2.3, Conseco (on behalf of the Borrowers) (a) converts Loans of one Type
to another Type, or (b) continues as Loans of the same Type, but with a new
Interest Period, Loans having Interest Periods expiring on such date.

         "D&O Agreements" shall mean the Existing Credit Agreement, the 1998 D &
O Credit Agreement, the September 22, 2000 Agreements, the 1999 D & O Credit
Agreement, the New Credit Agreements Re D & O Loans, all other agreements or
documents (including, without limitation, guaranties such as (without
limitation) the Existing Conseco Guaranty, the Existing CIHC Guaranty, the
Conseco Guaranty, and the CIHC Guaranty) relating to any of the foregoing, and
any reaffirmed, amended, modified, or supplemented version of any of the
foregoing.

         "Default" shall mean any condition or event which constitutes an Event
of Default or which with the giving of notice or lapse of time or both would,
unless cured or waived, become an Event of Default.

         "Direct Collateral" shall mean, with respect to any Borrower, all
property, assets and/or rights on or in which a Lien is now or hereafter granted
by such Borrower to the Administrative Agent (or to any agent, trustee or other
party acting on behalf of the Administrative Agent) for the benefit of the
Banks, pursuant to the Pledge Agreement, the Subordinated Pledge Agreement Re
1998 Shares, the AC Pledge Agreement, the Subordinated Pledge Agreement Re 1999
Shares, and any other instruments or documents provided for herein or therein or
delivered hereunder or thereunder or in connection herewith or therewith.

         "Dollars" and the sign "$" shall mean lawful money of the United States
of America.

         "Eligible Assignee" shall mean any bank, pension fund, mutual fund,
investment fund or other financial institution (other than an insurance company
or any Affiliate of an insurance company except those to which the Borrowers
consent).

         "Eurodollar Reserve Percentage" has the meaning specified in the
definition of "Offshore Rate."

         "Event of Default" - see Section 10.1.

         "Existing CIHC Guaranty" shall mean the Guaranty and Subordination
Agreement entered into by CIHC and Conseco dated September 22, 2000 in respect
of the Existing Credit Agreement.

         "Existing Conseco Guaranty" shall mean the Amended and Restated
Guaranty dated as of August 26, 1997 of Conseco with respect to the Existing
Credit Agreement.




                                        5

<PAGE>



         "Existing Credit Agreement" - see first recital.

         "Existing Litigation" shall mean the litigation described in Schedule
l.1 hereto.

         "Existing Loans" shall mean loans extended to a Borrower by the Banks
under the Existing Credit Agreement.

         "Federal Funds Rate" means, for any day, the rate per annum (rounded
upwards to the nearest 1/100 of 1%) equal to the weighted average of the rates
on overnight Federal funds transactions with members of the Federal Reserve
System arranged by Federal funds brokers on such day, as published by the
Federal Reserve Bank on the Business Day next succeeding such day; provided that
(a) if such day is not a Business Day, the Federal Funds Rate for such day shall
be such rate on such transactions on the next preceding Business Day as so
published on the next succeeding Business Day, and (b) if no such rate is so
published on such next succeeding Business Day, the Federal Funds Rate for such
day shall be the average rate charged to BofA on such day on such transactions
as determined by the Administrative Agent.

         "FRB" shall mean the Board of Governors of the Federal Reserve System,
and any Governmental Authority succeeding to any of its principal functions.

         "Funding Loss Formula" has the meaning set forth on Exhibit I.

         "GAAP" shall mean generally accepted accounting principles in the
United States of America as from time to time in the opinions and pronouncements
of the Accounting Principles Board and the American Institute of Certified
Public Accountants and statements and pronouncements of the Financial Accounting
Standards Board (or agencies with similar functions of comparable stature and
authority within the U.S. accounting profession), which are applicable to the
circumstances as of the date of determination.

         "Governmental Authority" shall mean any nation or government, any state
or other political subdivision thereof, any central bank (or similar monetary or
regulatory authority) thereof, and any entity exercising executive, legislative,
judicial, regulatory or administrative functions of or pertaining to government,
and any corporation or other entity owned or controlled, through stock or
capital ownership or otherwise, by any of the foregoing.

         "Hedging Obligations" shall mean obligations in respect of any
agreement (including any master agreement and any agreement, whether or not in
writing, relating to any single transaction) that is an interest rate swap
agreement, basis swap, forward rate agreement, commodity swap, commodity option,
equity or equity index swap or option, bond option, interest rate option,
forward foreign exchange agreement, rate cap, collar or floor agreement,
currency swap agreement, cross-currency rate swap agreement, swaption, currency
option or any other, similar agreement (including any option to enter into any
of the foregoing).




                                        6

<PAGE>



         "IBOR" has the meaning set forth in the definition of Offshore Rate.

         "Indebtedness" shall mean, with respect to any Person at any date,
without duplication: (a) all obligations of such Person for borrowed money or in
respect of loans or advances; (b) all obligations of such Person evidenced by
bonds, debentures, notes or other similar instruments; (c) all obligations in
respect of letters of credit, whether or not drawn, and bankers' acceptances
issued for the account or upon the application or request of such Person; (d)
all Capitalized Lease Liabilities of such Person; (e) all Hedging Obligations of
such Person; (f) all obligations of such Person to pay the deferred purchase
price of property or services which are included as liabilities in accordance
with GAAP (other than trade payables entered into in the ordinary course of
business on ordinary terms), and all obligations secured by a Lien on property
owned or being purchased by such Person (including Indebtedness arising under
conditional sales or other title retention agreements); (g) any obligations
described in clauses (a) through (f) above or clause (h) immediately following
this clause (g) of a partnership in which such Person is a general partner; and
(h) all Contingent Obligations of such Person in connection with the foregoing.

         "Indemnified Parties" - see Section 13.4.

         "Indirect Collateral" shall mean any assets of Conseco or CIHC which,
as determined by the Administrative Agent in its sole discretion exercised in
good faith, shall be deemed to "indirectly secure" the Liabilities pursuant to
Regulation U as a result of the negative pledge agreement of Conseco and CIHC
set forth in the Conseco Guaranty.

         "Interest Payment Date" shall mean, as to any Offshore Rate Loan, the
last day of each Interest Period applicable to such Loan and, as to any Base
Rate Loan, the last Business Day of each calendar quarter and each date such
Loan is converted into another Type of Loan, provided, however, that if any
Interest Period for an Offshore Rate Loan exceeds three months, the date that
falls three months (as the case may be) after the beginning of such Interest
Period and after each Interest Payment Date thereafter is also an Interest
Payment Date.

         "Interest Period" shall mean, as to any Offshore Rate Loan, the period
commencing on the date of such Loan or on the Conversion/Continuation Date on
which the Loan is converted into or continued as an Offshore Rate Loan, and
ending on the date one, two, three or six months thereafter as selected by
Conseco (on behalf of the Borrowers) in its Notice of Borrowing or Notice of
Conversion/Continuation;

         provided that:


                       (a) if any Interest Period would otherwise end on a day
                  that is not a Business Day, that Interest Period shall be
                  extended to the following Business Day unless, in the case of
                  an Offshore Rate Loan, the result of such extension




                                        7

<PAGE>



                  would be to carry such Interest Period into another calendar
                  month, in which event such Interest Period shall end on the
                  preceding Business Day;

                       (b) any Interest Period pertaining to an Offshore Rate
                  Loan that begins on the last Business Day of a calendar month
                  (or on a day for which there is no numerically corresponding
                  day in the calendar month at the end of such Interest Period)
                  shall end on the last Business Day of the calendar month at
                  the end of such Interest Period; and

                       (c) no Interest Period for any Loan shall extend beyond
                  the Termination Date.

         "Lending Office" shall mean, with respect to any Bank, any office
designated by such Bank in its sole discretion beneath its signature hereto (or
in an Assignment Agreement) or otherwise from time to time by written notice to
the Borrowers and the Administrative Agent, as a Lending Office for purposes
hereunder. A Bank may designate separate Lending Offices for the purposes of
making and maintaining Loans.

         "Liabilities" shall mean, as to any Borrower, all obligations of such
Borrower to the Banks or the Administrative Agent, howsoever created, arising or
evidenced, whether direct or indirect, joint or several, absolute or contingent,
or now or hereafter existing, or due or to become due, which arise out of or in
connection with this Agreement, the Notes, if any, or the other Loan Documents.

         "Lien" shall mean any security interest, mortgage, pledge,
hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or
other) or other priority or preferential arrangement of any kind or nature
whatsoever.

         "Litigation" shall mean any litigation (including, without limitation,
any governmental proceeding or arbitration proceeding), tax audit or
investigative proceeding, claim, lawsuit, and/or investigation pending or
threatened against or involving any Borrower, or Conseco or any of its
Subsidiaries or any of its or their businesses or operations.

         "Loan(s)" shall have the meaning set forth in Section 2.1 and may be a
Base Rate Loan or an Offshore Rate Loan (each, a "Type of Loan").

         "Loan Documents" shall mean, collectively, this Agreement, the Notes,
if any, the Conseco Guaranty, the Pledge Agreement, the Subordinated Pledge
Agreement Re 1998 Shares, the Subordinated Pledge Agreement Re 1999 Shares, the
AC Pledge Agreement, the Borrower Acknowledgment and Release, the CIHC Guaranty,
the Amended and Restated Cash Collateral Agreement, and any and all other
documents or instruments furnished or required to be furnished




                                        8

<PAGE>



in connection with any of the foregoing, as the same may be amended or modified
in accordance with this Agreement.

         "Loan Value of Direct Collateral" shall mean, with respect to any
Borrower, (a) the current market value of the common stock of Conseco pledged by
such Borrower to the Administrative Agent, for the benefit of the Banks, under
the Pledge Agreement, plus (b) without duplication, the current market value of
any other Direct Collateral constituting Margin Stock pledged by such Borrower
to the Administrative Agent, for the benefit of the Banks, under any Loan
Document, plus (c) without duplication, the maximum loan value of all Direct
Collateral of such Borrower not constituting Margin Stock, it being understood
that the maximum loan value of Direct Collateral shall be its good faith loan
value (i.e., the value of such Direct Collateral as determined from time to time
by the Administrative Agent (with the concurrence of the Required Lenders)
exercising sound banking judgment) without regard to such Borrower's assets
securing any unrelated transactions. The Administrative Agent and/or the
Required Lenders shall have the right at any time in their sole discretion to
recompute the Loan Value of Direct Collateral.

         "Loan Value of Indirect Collateral" shall mean, with respect to any
Borrower, the sum of the maximum loan value of Indirect Collateral under
Regulation U, after taking into account any other Indebtedness of Conseco
directly or "indirectly secured" (as set forth in Regulation U and the
interpretations thereof) by the assets of Conseco and CIHC, it being understood
that (a) the maximum loan value of Indirect Collateral constituting Margin Stock
shall be 50% of its current market value and (b) the maximum loan value of
Indirect Collateral not constituting Margin Stock shall be its good faith loan
value (i.e., the value of such Indirect Collateral as determined from time to
time by the Administrative Agent (with the concurrence of the Required Lenders)
exercising sound banking judgment), in each case without regard to Conseco's
assets securing any unrelated transactions. Until further notice from the
Administrative Agent to the Borrower, the Loan Value of Indirect Collateral
shall be deemed to be $574,000,000, it being understood that the Administrative
Agent and/or the Required Lenders shall have the right at any time in their sole
discretion to recompute the Loan Value of Indirect Collateral.

         "Margin Stock" shall mean "margin stock" as such term is defined in
Regulation U.

         "Material Adverse Change" or "Material Adverse Effect" shall mean any
change, event, action, condition or effect which individually or in the
aggregate (a) impairs the validity or enforceability of this Agreement or any
other Loan Document, or (b) materially and adversely affects the consolidated
business, operations, financial prospects or condition of Conseco and its
Subsidiaries taken as a whole, or (c) materially and adversely impairs the
ability of any Borrower or Conseco to perform his, hers or its obligations under
this Agreement or any of the other Loan Documents to which he, she or it is a
party, or (d) materially and adversely affects the perfection or priority of any
Lien granted under any of the Loan Documents.





                                        9

<PAGE>



         "Material Litigation" or "Material Litigation Development" shall mean
any Litigation, or development in any Litigation, as the case may be, which (a)
seeks to enjoin, prohibit, discontinue or otherwise impacts the validity or
enforceability of this Agreement or any of the other Loan Documents or other
transactions contemplated hereby or thereby, or (b) could be reasonably expected
to have a Material Adverse Effect.

         "New Credit Agreements Re D&O Loans" shall mean, collectively, this
Agreement, the New Credit Agreement Re 1998 D&O Loans, and the New Credit
Agreement Re 1999 D&O Loans.

         "New Credit Agreement Re 1998 D & O Loans" shall mean that certain
credit agreement dated as of the date hereof with certain borrowers, certain
banks, and BofA, as administrative agent, refinancing certain of the loans under
the 1998 D & O Credit Agreement, as the same may be amended, modified or
supplemented from time to time.

         "New Credit Agreement Re 1999 D & O Loans" shall mean that certain
credit agreement dated as of the date hereof with certain borrowers, certain
banks and The Chase Manhattan Bank, as administrative agent, refinancing certain
of the loans under the 1999 D & O Credit Agreement, as the same may be amended,
modified or supplemented from time to time.

         "1998 D & O Credit Agreement " shall mean the Credit Agreement, dated
as of August 21, 1998, among certain borrowers, certain banks, and BofA, as
administrative agent.

         "1999 D & O Credit Agreement" shall mean the Termination and
Replacement Agreement, dated as of May 30, 2000, among certain borrowers,
certain banks, and The Chase Manhattan Bank, as administrative agent.

         "Non-Consenting Bank" - see Section 13.2.

         "Note" shall mean a promissory note, substantially in the form of
Exhibit A with blanks appropriately completed in conformity herewith, evidencing
the aggregate Loan of the Banks, or any promissory note or promissory notes
issued in substitution or replacement therefor.

         "Notice of Borrowing" shall mean a notice in substantially the form of
Exhibit B.

         "Notice of Conversion/Continuation" shall mean a notice in
substantially the form of Exhibit C.

         "Offshore Rate" shall mean, for any Interest Period, with respect to
Offshore Rate Loans comprising part of the same Borrowing, the rate of interest
per annum (rounded upward to the next 1/100th of 1%) determined by the
Administrative Agent as follows:





                                       10

<PAGE>



         Offshore Rate   =           IBOR
                            ----------------------------------------------------
                                     1.00      -  Eurodollar Reserve Percentage

         Where,

         "Eurodollar Reserve Percentage" means for any day for any Interest
         Period the maximum reserve percentage (expressed as a decimal, rounded
         upward to the next 1/100th of 1%) in effect on such day (whether or not
         applicable to any Bank) under regulations issued from time to time by
         the FRB for determining the maximum reserve requirement (including any
         emergency, supplemental or other marginal reserve requirement) with
         respect to Eurocurrency funding (currently referred to as "Eurocurrency
         liabilities"); and

         "IBOR" shall mean, for an applicable Interest Period:

             (a) the rate per annum (carried out to the fifth decimal place)
         equal to the rate determined by Administrative Agent to the offered
         rate that appears on the page of the Telerate Screen that displays an
         average British Bankers Association Interest Settlement Rate for
         deposits in Dollars (for delivery on the first day of such Interest
         Period) with a term equivalent to such Interest Period, determined as
         of approximately 11:00 a.m. (London time) two Business Days prior to
         the first day of such Interest Period, or

             (b) in the event the rate referenced in the preceding subsection
         (a) does not appear on such page or service or such page or service
         shall cease to be available, the rate per annum (carried out to the
         fifth decimal place) equal to the rate determined by Administrative
         Agent to be the offered rate on such other page or other service that
         displays an average British Bankers Association Interest Settlement
         Rate for deposits in Dollars (for delivery on the first day of such
         Interest Period) with a term equivalent to such Interest Period,
         determined as of approximately 11:00 am. (London time) two Business
         Days prior to the first day of such Interest Period, or

             (c) in the event the rates referenced in the preceding subsections
         (a) and (b) are not available, the rate per annum determined by the
         Administrative Agent as the rate of interest at which Dollars deposits
         (for delivery on the first day of such Interest Period) in same day
         funds in the approximate amount of the application Offshore Rate Loan
         and with a term equivalent to such Interest Period would be offered by
         its London Branch to major banks in the offshore Dollar market at their
         request approximately 11:00 a.m. (London time) two Business Days prior
         to the first day of such Interest Period.

         The Offshore Rate shall be adjusted automatically as to all Offshore
Rate Loans then outstanding as of the effective date of any change in the
Eurodollar Reserve Percentage.

         "Offshore Rate Loan" shall mean a Loan that bears interest based on the
Offshore Rate.




                                       11

<PAGE>



         "Other D&O Agreements" shall mean any D&O Agreement other than this
Agreement.

         "Percentage" shall mean, relative to any Bank, the percentage set forth
opposite such Bank's name on Schedule 2.1 (or set forth in an Assignment
Agreement), as such Percentage may be adjusted from time to time pursuant to
Assignment Agreement(s) executed by such Bank and its Eligible Assignee and
delivered pursuant to Section 12.1.

         "Person" means an individual, partnership, corporation, limited
liability company, business trust, joint stock company, trust, unincorporated
association, joint venture or Governmental Authority.

         "Plan" shall mean a plan made available to certain Borrowers by Conseco
substantially in the form to be attached as an appendix to the certificate to be
delivered pursuant to Section 9.1.15 hereof, as amended, modified or
supplemented from time to time, but only to the extent permitted pursuant to the
provisions of the pertinent D&O Agreements.

         "Plan Rights" shall mean any Borrower's rights and interests in and to
payments of "Bonus Points" (or any amended or successor payment concept) under
the Plan, but expressly excluding any amounts dedicated under the Plan to the
payment of any related tax obligations owing or to be owing by such Borrower.

         "Pledge Agreement" shall mean the Borrower Pledge Agreement, dated as
of the date hereof, substantially in the form of Exhibit D, as the same may be
amended, modified, or supplemented from time to time.

         "Pledged Shares" shall have the meaning as assigned to such term in the
Pledge Agreement.

         "Reaffirmation of Existing CIHC Guaranty" shall mean a writing
reaffirming the Existing CIHC Guaranty in form and substance satisfactory to the
Administrative Agent, dated as of the date hereof, as the same may be amended,
modified or supplemented from time to time.

         "Reaffirmation of Existing Conseco Guaranty" shall mean a writing
reaffirming the Existing Conseco Guaranty in form and substance satisfactory to
the Administrative Agent, dated as of the date hereof, as the same may be
amended, modified, or supplemented from time to time.

         "Regulation "D" and "U" shall mean Regulation D and Regulation U,
respectively, or any successor regulation thereto, promulgated by the FRB as
from time to time in effect.

         "Replaced Bank" - see Section 5.8.

         "Replacement Bank" - see Section 5.8.




                                       12

<PAGE>



         "Required Banks" shall mean Banks having more than 50% of the aggregate
principal amount of the Loans outstanding at such time.

         "Responsible Officer" shall mean, in the case of any Person, any of the
following officers of such Person: the chief executive officer; the president;
the chief financial officer; the chief operating officer; the chief investment
officer; the general counsel; the secretary; the treasurer or any senior or
executive vice president. If any of the titles of the preceding officers of such
corporate Person are changed after the date hereof, the term "Responsible
Officer" shall thereafter mean any officer performing substantially the same
functions as are presently performed by one or more of the officers listed in
the first sentence of this definition.

         "Revolving Credit Agreement" shall mean that certain Five-Year Credit
Agreement, dated as of September 25, 1998, among Conseco, certain financial
institutions, BofA, as agent, First Union National Bank and The Chase Manhattan
Bank, as syndication agents, and Morgan Guaranty Trust Company of New York, as
documentation agent, as amended by the First Amendment to Five-Year Credit
Agreement, dated as of September 22, 2000, as the same may be hereafter amended,
modified, or supplemented from time to time.

         "September 22, 2000 Agreements" shall mean, collectively, that certain
Agreement, dated as of September 22, 2000, among Conseco, certain banks, and
BofA as administrative agent, relating to the 1998 D&O Credit Agreement, that
certain Agreement, dated as of September 22, 2000, among Conseco, certain banks,
and BofA, as administrative agent, relating to the Existing Credit Agreement,
and that certain Agreement, dated as of September 22, 2000, among Conseco,
certain banks, and The Chase Manhattan Bank, as administrative agent, relating
to the 1999 D&O Credit Agreement, as any of the foregoing may be amended,
modified, or supplemented from time to time.

         "Significant Subsidiary" shall have the meaning provided in the
Revolving Credit Agreement as in effect on the Closing Date.

         "Subordinated Pledge Agreement Re 1998 Shares" shall mean a
Subordinated Pledge Agreement Re 1997 Shares substantially in the form attached
as Exhibit M hereto, as the same may be amended, modified, or supplemented from
time to time.

         "Subordinated Pledge Agreement Re 1999 Shares" shall mean the
Subordinated Pledge Agreement Re 1999 Shares substantially in the form attached
as Exhibit P hereto, as the same may be amended, modified, or supplemented from
time to time.

         "Subsidiary" shall have the meaning provided in the Revolving Credit
Agreement as in effect on the Closing Date.

         "Substitute Bank" - see Section 13.2.




                                       13

<PAGE>



         "Swap Termination Value" means, in respect of any one or more Hedging
Obligations, after taking into account the effect of any legally enforceable
netting agreement relating to such Hedging Obligations, (a) for any date on or
after the date such Hedging Obligations have been closed out and termination
value(s) determined in accordance therewith, such termination value(s), and (b)
for any date prior to the date referenced in clause (a) the amount(s) determined
as the mark-to-market value(s) for such Hedging Obligations, as determined by
Conseco or any of its Subsidiaries based upon one or more mid-market or other
readily available quotations provided by any recognized dealer in such Hedging
Obligations (which may include any Bank).

         "Taxes" or "Tax" shall mean all taxes of any nature whatsoever and
howsoever denominated, including, without limitation, retaliatory, income,
premium, withholding, guaranty fund or similar assessments, excise, import,
governmental fees, duties and all other charges, as well as additions to tax,
penalties and interest thereon, imposed by any Governmental Authority.

         "Termination Date" shall mean December 31, 2003.

         "Termination Event" shall have the meaning as assigned to such term in
the Conseco Guaranty.

         "Transferee" - see Section 12.3.

         "Type" or "Type of Loan" has the meaning specified in the definition of
"Loan."

         "UCC" shall mean the Uniform Commercial Code or comparable statute or
any successor statutes thereto, as in effect from time to time in the relevant
jurisdiction.

         "United States" and "U.S." each means the United States of America.

         SECTION 1.2 Other Definitional Provisions.


             (a) All terms defined in this Agreement shall have the
         above-defined meanings when used in any Loan Document, or any
         certificate, report or other document made or delivered pursuant to
         this Agreement, unless the context therein shall clearly otherwise
         require.

             (b) The words "hereof," "herein," "hereunder" and similar terms
         when used in this Agreement shall refer to this Agreement as a whole
         and not to any particular provision of this Agreement; and subsection,
         Section, Schedule and Exhibit references are to this Agreement unless
         otherwise specified.

             (c) The words "amended or modified" when used in any Loan Document
         shall mean with respect to such Loan Document as from time to time, in
         whole or




                                       14

<PAGE>



         in part, amended, modified, supplemented, restated, refinanced,
         refunded or renewed.

             (d) In the computation of periods of time in this Agreement from a
         specified date to a later specified date, the word "from" means "from
         and including" and the words "to" and "until" each means "to but
         excluding."

             (e) This Agreement and the other Loan Documents are the result of
         negotiations among and have been reviewed by counsel to the
         Administrative Agent, the Borrowers and the other parties, and are the
         products of all parties. Accordingly, they shall not be construed
         against the Banks or the Administrative Agent merely because of the
         Administrative Agent's or Banks' involvement in their preparation.

         SECTION 1.3 Accounting and Financial Determinations. For purposes of
this Agreement, unless otherwise specified or the context otherwise requires,
all accounting terms used in any Loan Document shall be interpreted, all
accounting determinations and computations hereunder or thereunder shall be
made, and all financial statements required to be delivered hereunder or
thereunder shall be prepared, in accordance with GAAP.


                              SECTION 2. THE LOANS

         Subject to the terms and conditions of this Agreement and relying on
the representations and warranties herein set forth:

         SECTION 2.1 Commitment. Each of the Banks, severally and for itself
alone, agrees, on the terms and conditions set forth herein, to make a term loan
(herein collectively called the "Loans" and individually called a "Loan") to
each of the Borrowers in its Percentage of the amounts set forth on Schedule 2.2
on the Closing Date for the sole purpose of refinancing the Existing Loans. The
Loans to any Borrower shall be disbursed in accordance with Section 2.2 and once
repaid may not thereafter be reborrowed.

         SECTION 2.2 Procedure for Borrowings.

         (a) The Loans shall be deemed to have been made to each Borrower upon
irrevocable written notice (or by telephone promptly confirmed in writing) of
Conseco (on behalf of the Borrowers) delivered to the Administrative Agent in
the form of a Notice of Borrowing (which notice must be received by the
Administrative Agent prior to 11:00 A.M. (Chicago time) (i) three Business Days
prior to the Closing Date, in the case of Offshore Rate Loans and (ii) on the
Closing Date, in the case of Base Rate Loans, specifying:





                                       15

<PAGE>



                       (i) the Closing Date, which shall be a Business Day and
                  the same Business Day for each Borrower;

                       (ii) the amount of the Loans deemed to have been made to
                  each Borrower, which shall not exceed the aggregate amount set
                  forth on Schedule 2.2 for such Borrower;

                       (iii) the Type of Loans being requested; and

                       (iv) with respect to the Loans, if comprised of Offshore
                  Rate Loans, the duration of the Interest Period applicable to
                  such Offshore Rate Loan included in such notice. If the Notice
                  of Borrowing fails to specify the duration of the Interest
                  Period for any Loans comprised of Offshore Rate Loans, such
                  Interest Period shall be three (3) months.

         (b) The Administrative Agent will promptly notify each Bank of its
receipt of the Notice of Borrowing and of the amount of such Bank's Percentage
of the related Loans.

         (c) Each Bank will make the amount of its Percentage of the Loans
available to the Administrative Agent for the account of each Borrower
requesting a Loan at the Administrative Agent's Office by 1:00 P.M. (Chicago
time) on the Closing Date in funds immediately available to the Administrative
Agent. The proceeds of each such Loan will be applied to repay in full each
Borrower's Existing Loans, notwithstanding receipt by the Administrative Agent
of any other directions to the contrary, and such repayment is intended to, and
shall, occur simultaneously with the making of the Loans.

         (d) There may not be more than one (1) Interest Period in effect for
all Loans then outstanding.

         SECTION 2.3 Conversion and Continuation Elections. (a) Conseco (on
behalf of the Borrowers) may, upon irrevocable written notice to the Agent in
accordance with Section 2.3(b):

                       (i) elect, as of any Business Day, in the case of Base
                  Rate Loans, or as of the last day of the applicable Interest
                  Period, in the case of Offshore Rate Loans, to convert any
                  such Loans into Loans of any other Type; or

                       (ii) elect as of the last day of the applicable Interest
                  Period, to continue any Offshore Rate Loans having Interest
                  Periods expiring on such day;

provided, that if at any time the aggregate amount of Offshore Rate Loans to all
Borrowers is reduced, by payment or prepayment, to be less than $5,000,000, such
Offshore Rate Loans shall automatically convert into Base Rate Loans, and on and
after such date the right of Conseco (on




                                       16

<PAGE>



behalf of the Borrowers) to continue such Loans as, or convert such as into,
Offshore Rate Loans, as the case may be, shall terminate.

                       (b) Conseco (on behalf of the Borrowers) shall deliver a
                  Notice of Conversion/Continuation to be received by the Agent
                  not later than 11:00 A.M. (Chicago time) at least (i) three
                  Business Days in advance of the Conversion/Continuation Date,
                  if the Loans are to be converted into or continued as Offshore
                  Rate Loans; and (ii) one Business Day in advance of the
                  Conversion/Continuation Date, if the Loans are to be converted
                  into Base Rate Loans, specifying:

                            (A) the proposed Conversion/Continuation Date;

                            (B) the aggregate amount of Loans to be converted or
                       continued;

                            (C) the Type of Loans resulting from the proposed
                       conversion or continuation; and

                            (D) in the case of conversions into Offshore Rate
                       Loans, the duration of the requested Interest Period.

         (c) If, upon the expiration of any Interest Period applicable to
Offshore Rate Loans, Conseco (on behalf of the Borrowers) has failed to select
timely a new Interest Period to be applicable to such Offshore Rate Loans (and
if no Default or Event of Default relating to Conseco is then continuing),
Conseco (on behalf of the Borrowers) shall be deemed to have selected the
continuation of such Offshore Rate Loans, with the new Interest Period to be
identical in length to the expired period. If, upon the expiration of any
Interest Period applicable to Offshore Rate Loans, any Default or Event of
Default relating to Conseco is then continuing, Conseco (on behalf of the
Borrowers) shall be deemed to have elected to convert such Offshore Rate Loans
into Base Rate Loans effective as of the expiration date of such Interest
Period.

         (d) The Administrative Agent will promptly notify each Bank of its
receipt of a Notice of Conversion/Continuation, or, if no timely notice is
provided by Conseco (on behalf of the Borrowers), the Administrative Agent will
promptly notify each Bank of the details of any automatic conversion. All
conversions and continuations shall be made ratably according to the respective
outstanding principal amounts of the Loans with respect to which the notice was
given held by each Bank.

         (e) Unless the Required Banks otherwise consent, during the continuance
of a Default or Event of Default relating to Conseco, Conseco (on behalf of the
Borrowers) may not elect to have a Loan converted into or continued as an
Offshore Rate Loan.





                                       17

<PAGE>



         (f) After giving effect to any conversion or continuation of Loans,
unless the Administrative Agent shall otherwise consent, there may not be more
than one (1) Interest Period in effect for all Loans hereunder.

         SECTION 2.4 Repayment of Loans. Subject to the provisions of Section
4.1, the Loans of each Bank shall be payable in full (and each Borrower agrees
to pay such Loans) on the Termination Date.

         SECTION 2.5 Loan Accounts; Record Keeping.


         (a) The Loans made by each Bank shall be evidenced by one or more loan
accounts or records maintained by such Bank in the ordinary course of business
and the Administrative Agent. The loan accounts or records maintained by the
Administrative Agent and each Bank shall be conclusive absent manifest error of
the amount of the Loans made by the Banks to the Borrowers and the interest and
payments thereon; provided, that in the event of a conflict between information
recorded by the Administrative Agent and any Bank as to such Bank's Loans, the
records of the Administrative Agent absent manifest error shall control. Any
failure to so record or any error in doing so shall not, however, limit or
otherwise affect the obligations of any Borrower hereunder or to pay any amount
owing with respect to the Loans.

         (b) The Loans made by the Banks to each Borrower shall, upon the
request of the Administrative Agent, be evidenced by a Note executed and
delivered by such Borrower payable to the Administrative Agent, for the benefit
of the Banks, in an aggregate principal amount equal to the aggregate Loans to
such Borrower instead of or in addition to loan accounts. The Administrative
Agent shall endorse on the schedules annexed to each Note the amount of each
payment of principal made by such Borrower with respect thereto. The
Administrative Agent is irrevocably authorized by each Borrower to endorse the
Note of such Borrower and the Administrative Agent's record shall be conclusive
absent manifest error; provided, however, that the failure of the Administrative
Agent to make, or an error in making, a notation thereon with respect to any
Loan shall not limit or otherwise affect the obligations of any Borrower
hereunder or under any such Note to any Bank.


                          SECTION 3. INTEREST AND FEES

         SECTION 3.1 Interest Rates. With respect to each Loan made to any
Borrower hereunder, such Borrower hereby promises to pay interest on the unpaid
principal amount thereof for the period commencing on the Closing Date of such
Loan until such Loan is paid in full as follows:

             (a) at all times while such Loan or any portion thereof is a Base
         Rate Loan, at a rate per annum equal to the Base Rate from time to time
         in effect plus 1.50%.




                                       18

<PAGE>



             (b) at all times while such Loan or any portion thereof is an
         Offshore Rate Loan, at a rate per annum equal to the Offshore Rate,
         plus 2.50%.

         SECTION 3.2 Default Interest Rate. Notwithstanding the provisions of
Section 3.1, in the event that any Default under Section 10.1.2 or any Event of
Default shall occur with respect to any Borrower, such Borrower hereby promises
to pay, automatically in the case of a Default under Section 10.1.2 or upon
demand therefor by the Administrative Agent for any Event of Default (other than
pursuant to Section 10.1.2), interest on the unpaid principal amount of the
Loans of such Borrower (and interest thereon to the extent permitted by law) for
the period commencing on the date of such Default or demand until such Loans are
paid in full or such Default or Event of Default is cured or waived in
accordance with Sections 10.2 and 13.1 at a rate per annum equal to the
applicable interest rate from time to time in effect (but not less than the
applicable interest rate as at such date of demand), plus three percent (3%) per
annum.

         SECTION 3.3 Interest Payment Dates. Interest on each Loan shall be paid
in arrears on each Interest Payment Date. Interest shall also be paid on the
date of any prepayment of Loans under Section 4.1 for the portion of the Loans
so prepaid and upon payment (including prepayment) in full thereof and during
the continuance of any Event of Default, interest shall be paid on demand of the
Administrative Agent at the request or with the consent of the Required Banks.
After maturity, accrued interest on the Loans shall be payable on demand.

         SECTION 3.4 Setting and Notice of Rates. The applicable Offshore Rate
shall be determined by the Administrative Agent. Each determination of the
applicable Offshore Rate shall be conclusive and binding upon the parties
hereto, in the absence of manifest error. If the Administrative Agent is unable
to determine such a rate, the provisions of Section 5.3 shall apply. The
Administrative Agent shall, upon written request of Conseco (on behalf of the
Borrowers) or a Bank, deliver to Conseco (on behalf of the Borrowers) or such
Bank a statement showing the computations used by the Administrative Agent in
determining any applicable Offshore Rate hereunder.

         SECTION 3.5 Computation of Interest and Fees. Interest on Offshore Rate
Loans shall be computed for the actual number of days elapsed on the basis of a
360-day year, and interest on Base Rate Loans shall be computed for the actual
number of days elapsed on the basis of a 365/366-day year. Each determination of
an interest rate by the Administrative Agent shall be conclusive and binding on
the Borrowers and the Banks in the absence of manifest error. Notwithstanding
anything contained herein to the contrary interest on the Loans shall not exceed
the maximum interest permitted by applicable law.






                                       19

<PAGE>



                       SECTION 4. PAYMENTS AND PREPAYMENTS

         SECTION 4.1 Prepayments.


             (a) Mandatory Prepayments. So long as Loans are outstanding, each
Borrower shall be obligated to cause all amounts to which such Borrower is
entitled under the Plan (other than amounts expressly designated for the payment
of taxes relating thereto) to be paid to reduce permanently, on a pro rata
basis, such Borrower's obligations under the New Credit Agreements Re D&O Loans.
Each Borrower further acknowledges that, so long as Loans are outstanding, any
payments made by such Borrower to Conseco on account of any loans made to such
Borrower by Conseco to fund the payment of interest on the Existing Loans or the
Loans are to be turned over by Conseco and paid to reduce permanently, on a pro
rata basis, such Borrower's obligations under the New Credit Agreements Re D&O
Loans. So long as Loans are outstanding, each Borrower shall cause all cash
dividends declared and paid on the Pledged Shares (as such term is defined in
the Pledge Agreement) to be paid in permanent reduction of such Borrower's Loans
and other Liabilities. Consistent with, but not in limitation of, the foregoing,
each of the Borrowers hereby irrevocably authorizes and directs Conseco to wire
transfer to the Administrative Agent any and all such dividends so declared and
paid on a quarterly basis so long as the affected Borrower's Liabilities have
not been paid in full.

             (b) Optional Prepayments. Each Borrower may, at any time or from
time to time, upon not less than three (3) Business Day's irrevocable written
notice with respect to such Borrower's Loans to the Administrative Agent by
11:00 A.M. (Chicago time), ratably prepay such Loans in whole or in part, in
minimum amounts of $10,000 or any integral multiple of $1,000 in excess thereof
(unless such Borrower is prepaying the total amount of the Loans then
outstanding with respect to such Borrower). Such notice of prepayment shall
specify the date, the amount of such prepayment and the Types of Loans to be
prepaid. The Administrative Agent will promptly notify each Bank of its receipt
of any such notice, and of such Bank's Percentage of such prepayment. If such
notice is given by such Borrower, such Borrower shall make such prepayment and
the payment amount specified in such notice shall be due and payable on the date
specified therein, together with accrued interest to each such date on the
amount prepaid and any amounts required pursuant to Section 5.5.

         SECTION 4.2 Payments by the Borrowers.

             (a) All payments to be made by any Borrower hereunder shall be made
without set-off, recoupment or counterclaim. Except as otherwise expressly
provided herein, all payments by such Borrower shall be made to the
Administrative Agent for the account of the Banks at the Administrative Agent's
Office, and shall be made in Dollars and in immediately available funds, no
later than 12:30 P.M. (Chicago time) on the date specified herein. The
Administrative Agent will promptly distribute to each Bank its Percentage (or
other applicable share as expressly provided herein) of such payment in like
funds as received. Any payment




                                       20

<PAGE>



received by the Administrative Agent later than 12:30 P.M. (Chicago time) shall
be deemed to have been received on the following Business Day and any applicable
interest or fee shall continue to accrue.

         (b) Subject to the provisions set forth in the definition of Interest
Period, whenever any payment is due on a day other than a Business Day, such
payment shall be made on the following Business Day, and such extension of time
shall in such case be included in the computation of interest or fees, as the
case may be.

         (c) Unless the Administrative Agent receives notice from the applicable
Borrower prior to the date on which any payment is due to the Banks that such
Borrower will not make such payment in full as and when required, the
Administrative Agent may assume that such Borrower has made such payment in full
to the Administrative Agent on such date in immediately available funds and the
Administrative Agent may (but shall not be so required), in reliance upon such
assumption, distribute to each Bank on such due date an amount equal to the
amount then due such Bank. If and to the extent such Borrower has not made such
payment in full to the Administrative Agent, each Bank shall repay to the
Administrative Agent on demand such amount distributed to such Bank, together
with interest thereon at the Federal Funds Rate for each day from the date such
amount is distributed to such Bank until the date repaid.

         SECTION 4.3 Sharing of Payments.

             (a) If any Bank shall obtain any payment or other recovery (whether
         voluntary, involuntary, by application of offset or otherwise) on
         account of the Loans (other than pursuant to the terms of Sections 5,
         12.1 and 13.2) in excess of its pro rata share (based on its
         Percentage) of payments and other recoveries obtained by all Banks of
         the Loans on account of principal of and interest on the Loans, such
         Bank shall purchase from the other Banks such participation in the
         Loans as shall be necessary to cause such purchasing Bank to share the
         excess payment or other recovery ratably with each of them; provided,
         however, that if all or any portion of the excess payment or other
         recovery is thereafter recovered from such purchasing Bank, the
         purchase shall be rescinded and each Bank which has sold a
         participation to the purchasing Bank shall repay to the purchasing Bank
         the purchase price to the ratable extent of such recovery together with
         an amount equal to such selling Bank's ratable share (according to the
         proportion of (i) the amount of such selling Bank's required repayment
         to the purchasing Bank to (ii) the total amount so recovered from the
         purchasing Bank) of any interest or other amount paid or payable by the
         purchasing Bank in respect of the total amount so recovered.

             (b) Each Borrower agrees that any Bank so purchasing a
         participation from another Bank pursuant to Section 4.3(a) may, to the
         fullest extent permitted




                                       21

<PAGE>



         by law, exercise all its rights of payment (including pursuant to
         Section 4.4) with respect to such participation as fully as if such
         Bank were the direct creditor of such Borrower in the amount of such
         participation. If under any applicable bankruptcy, insolvency or other
         similar law, any Bank receives a secured claim in lieu of a setoff to
         which this Section 4.3 applies, such Bank shall, to the extent
         practicable, exercise its rights in respect of such secured claim in a
         manner consistent with the rights of the Banks entitled under this
         Section 4.3(b) to share in the benefits of any recovery of such secured
         claim.

         SECTION 4.4 Setoff. Each Bank shall, during the continuance of any
Event of Default under Section 10.1.1, the continuance of an Event of Default
under Section 10.1.2, or, with the consent of the Required Banks, during the
continuance of any other Event of Default, have the right to appropriate and
apply to the payment of the Liabilities owing to it (whether or not then due),
and (as security for such Liabilities) each Borrower hereby grants to each Bank
a continuing security interest in, any and all balances, credits, deposits,
accounts or moneys of such Borrower then or thereafter maintained with such
Bank. Any such appropriation and application shall be subject to the provisions
of Section 4.3. Each Bank agrees promptly to notify such Borrower and the
Administrative Agent after any such setoff and application made by such Bank;
provided, however, that the failure to give such notice shall not affect the
validity of such setoff and application. The rights of each Bank under this
Section 4.4 are in addition to other rights and remedies (including other rights
of setoff under applicable law or otherwise) which such Bank may have.

         SECTION 4.5 Net Payments.

             (a) All payments by any Borrower of principal of, and interest on,
        the Loans and all other amounts payable hereunder shall be made free and
        clear of and without deduction for any present or future income, stamp
        or other Taxes, fees, duties, withholdings or other charges of any
        nature whatsoever imposed by any taxing authority, other than Taxes
        imposed on or measured by any Bank's net income or receipts with respect
        to payments received hereunder (such non-excluded items being called
        "Charges"). In the event that any withholding or deduction from any
        payment to be made by any Borrower hereunder is required in respect of
        any Charges pursuant to any applicable law, rule or regulation, then
        such Borrower will, upon notice from the Bank so affected:

             (i) pay directly to the relevant authority the full amount required
        to be so withheld or deducted;

             (ii) promptly forward to the Administrative Agent an official
        receipt or other documentation satisfactory to the Administrative Agent
        evidencing such payment to such authority;




                                       22

<PAGE>



             (iii) pay to the Administrative Agent for the account of the Banks
        such additional amount or amounts as are necessary to ensure that the
        net amount actually received by each Bank will equal the full amount
        such Bank would have received had no such withholding or deduction been
        required; and

             (iv) if any Bank receives a refund in respect of any Taxes as to
        which it has been indemnified by any Borrower or with respect to which
        any Borrower (or any Person acting on behalf of such Borrower) has paid
        additional amounts pursuant to this Section 4.5, it shall promptly repay
        such refund (but only to the extent of indemnity payments made, or
        additional amounts paid, by such Borrower (or such Person acting on
        behalf of such Borrower) under this Section 4.5 with respect to the
        Taxes giving rise to such refund), net of all out-of- pocket expenses of
        such Bank or the Administrative Agent, as the case may be; provided,
        that such Borrower, upon the request of such Bank or the Administrative
        Agent, agrees to return such refund (together with any penalties,
        interest or other charges due in connection therewith to the appropriate
        taxing authority or other Governmental Authority) to such Bank or the
        Administrative Agent in the event such Bank or the Administrative Agent
        is required to pay or to return such refund to the relevant taxing
        authority or other Governmental Authority.

             (b) Each Bank that is organized under the laws of a jurisdiction
        other than the United States shall, prior to the due date of any
        payments under the Loans, execute and deliver to the Borrowers, on or
        about the first scheduled payment date in each calendar year, a United
        States Internal Revenue Service Form W-BEN, Form W-ECI or Form W- 8IMY,
        as may be applicable (or any successor form), appropriately completed.

             (c) Notwithstanding anything to the contrary in this Section 4,
        each Borrower shall not be required to compensate any Bank for Charges
        pursuant to Section 4(a) to the extent such Bank's compliance with
        Section 4(b) at the time such Bank becomes a party to this Agreement
        fails to establish a complete exemption for such Bank from such Charges
        or to the extent such failure to establish a complete exemption from
        such Charges thereafter is attributable to the action or inaction of
        such Bank.

             (d) Notwithstanding anything to the contrary contained in this
        Section 4 to the extent any notice required by Section 4(a) is given by
        any Bank to any Borrower more than 90 days after such Bank has knowledge
        of the occurrence of the event giving rise to such Charges, such Bank
        shall not be entitled to compensation under such Section 4(a) for any
        such Charges incurred or accruing prior to the giving of such notice to
        such Borrower.





                                       23

<PAGE>



             (e) Each Bank agrees that, upon the occurrence of any event giving
        rise to the operation of Section 4(a) with respect to such Bank it will,
        if requested by any Borrower, use reasonable efforts (subject to overall
        policy considerations of such Bank) to take any actions available to it
        (including the designation of another Lending Office for any Loans
        affected by such event) with the object of avoiding the consequences of
        such event; provided that such designation is made on terms that in the
        reasonable judgment of such Bank cause such Bank and its Lending Office
        to suffer no economic, legal or regulatory disadvantages.

             (f) Without prejudice to the survival of any other agreement of the
        Borrowers hereunder or any other document, the agreements of the
        Borrowers contained in this Section 4.5 shall survive satisfaction of
        the Liabilities and termination of this Agreement.

                       SECTION 5. CHANGES IN CIRCUMSTANCES

         SECTION 5.1 Increased Costs. If (a) Regulation D, or (b) after the
Closing Date, the adoption of any applicable law, rule or regulation, or any
change therein, or any change in the interpretation or administration thereof by
any Governmental Authority, central bank or comparable agency charged with the
interpretation or administration thereof, or compliance by any Bank (or any
Lending Office of such Bank) with any request or directive (whether or not
having the force of law) of any such authority, central bank or comparable
agency,

             (i) shall subject any Bank (or any Lending Office of such Bank) to
         any tax, duty or other charge or shall change the basis of taxation of
         payments to any Bank of the principal of, or interest on, any other
         amounts due under this Agreement in respect of its Loans or its
         obligation to make Loans (except for changes in the rate of Tax, other
         than Taxes covered by Section 4.5, measured on the overall gross or net
         income of such Bank or its Lending Office); or

             (ii) shall impose, modify or deem applicable any reserve
         (including, without limitation, any reserve imposed by the FRB, but
         excluding any reserve included in the determination of interest rates
         pursuant to Section 3), special deposit or similar requirement against
         assets of, deposits with or for the account of, or credit extended by,
         any Bank (or any Lending Office of such Bank); or

             (iii) shall impose on any Bank (or its Lending Office) any other
         condition affecting its Loans;

and the result of any of the foregoing is to increase the cost to (or in the
case of Regulation D referred to above, to impose a cost on) such Bank (or any
Lending Office of such Bank) of making or maintaining Offshore Rate Loans to
reduce the amount of any sum received or receivable by such Bank (or the Lending
Office of such Bank) under this Agreement or under its Loans with respect
thereto, then within thirty (30) days after demand by such Bank (which




                                       24

<PAGE>



demand shall be accompanied by a statement setting forth in reasonable detail
the basis of such demand and the calculation of such additional amount), the
relevant Borrowers shall pay directly to such Bank such additional amount or
amounts as will compensate such Bank for such increased cost or such reduction.
Each Bank shall promptly, but in no event more than ninety (90) days after it
has knowledge thereof, notify such Borrower of any event occurring after the
date hereof, which will entitle such Bank to compensation pursuant to this
Section 5.1. In the event such notice is not given within the time frame
specified in the immediately preceding sentence, such Bank shall not be entitled
to compensation under this Section 5.1 for any such additional costs or charges
incurred or accruing prior to the giving of such notice to such Borrower.

         SECTION 5.2 Change in Rate of Return. If any change in, or the
introduction, adoption, effectiveness, interpretation, reinterpretation or
phase-in of, any law or regulation, directive, guideline, decision or request
(whether or not having the force of law) of any court, central bank, regulator
or other Governmental Authority affects or would affect the amount of capital
required or expected to be maintained by any Bank or any Person controlling such
Bank, and such Bank reasonably determines that the rate of return on its or such
controlling Person's capital as a consequence of the Loans made by such Bank (or
any participating interest therein held by such Bank) is reduced to a level
below that which such Bank or such controlling Person could have achieved but
for the occurrence of any such circumstance, then, in any such case the relevant
Borrowers shall, within thirty (30) days after written demand by such Bank to
such Borrowers, pay directly to such Bank additional amounts sufficient to
compensate such Bank or such controlling Person for such reduction in rate of
return. A statement of such Bank as to any such additional amount or amounts
(including calculations thereof in reasonable detail) shall, in the absence of
manifest error, be conclusive and binding on such Borrowers. In determining such
amount, such Bank may use any method of averaging and attribution that it shall
deem reasonably applicable. Each Bank shall promptly, but in no event more than
ninety (90) days after it has knowledge thereof, notify such Borrowers of any
event occurring after the Closing Date, which will entitle such Bank to
compensation pursuant to this Section 5.2. In the event such notice is not given
within the timeframe specified in the immediately preceding sentence, such Bank
shall not be entitled to compensation under this Section 5.2 for any such
additional costs or charges incurred or accruing prior to the giving of such
notice to such Borrower.

         SECTION 5.3 Basis for Determining Interest Rate Inadequate or Unfair.
If with respect to any Interest Period:

             (a) deposits in Dollars (in the applicable amounts) are not being
         offered to the Administrative Agent in the offshore dollar interbank
         market for such Interest Period, or the Administrative Agent otherwise
         determines (which determination shall be conclusive and binding on all
         parties) that by reason of circumstances affecting the offshore dollar
         interbank market adequate and reasonable means do not exist for
         ascertaining the applicable Offshore Rate; or




                                       25

<PAGE>



             (b) any Bank advises the Administrative Agent that the Offshore
         Rate as determined by the Administrative Agent, will not adequately and
         fairly reflect the cost to such Bank of maintaining or funding such
         Loan for such Interest Period, or that the making or funding of
         Offshore Rate Loans has become impracticable as a result of an event
         occurring after the Closing Date which in the opinion of such Bank
         materially changes such Loans;

then, so long as such circumstances shall continue:

             (i) the Administrative Agent shall promptly notify Conseco (on
         behalf of the Borrowers) and the Banks thereof,

             (ii) no Bank shall be under any obligation to make or continue or
         convert into Offshore Rate Loans so affected, and

             (iii) on the last day of the then current Interest Period for
         Offshore Rate Loans so affected, such Offshore Rate Loans shall, unless
         then repaid in full, automatically convert to Base Rate Loans.

         SECTION 5.4 Changes in Law Rendering Certain Loans Unlawful. In the
event that any change in (including the adoption of any new) applicable laws or
regulations, or any change in the interpretation of applicable laws or
regulations by any governmental or other regulatory body charged with the
administration thereof, should make it unlawful for a Bank or the Lending Office
of such Bank ("Affected Bank") to make, maintain or fund Offshore Rate Loans,
then (a) the Affected Bank shall promptly notify each of the other parties
hereto, (b) the obligation of all Banks to make or continue or convert into
Offshore Rate Loans or make Offshore Rate Loans made unlawful for the Affected
Bank shall, upon the effectiveness of such event, be suspended for the duration
of such unlawfulness, and (c) on the last day of the current Interest Period for
Offshore Rate Loans (or, in any event, if the Affected Bank so requests, on such
earlier date as may be required by the relevant law, regulation or
interpretation), the Offshore Rate Loans shall, unless then repaid in full,
automatically convert to Base Rate Loans.

         SECTION 5.5 Funding Losses. Each Borrower hereby agrees that upon
demand by any Bank to the Administrative Agent (which demand shall be made
within three (3) Business Days after receipt of notice of any payment or
proposed payment by such Borrower under this Agreement giving rise to
indemnification under this Section 5.5 and shall be accompanied by a statement
setting forth in reasonable detail using the Funding Loss Formula set forth in
Exhibit I) such Borrower will indemnify such Bank against any loss or expense
which such Bank may sustain or incur (including, without limitation, any loss or
expense incurred by reason of the liquidation or reemployment of deposits or
other funds acquired by such Bank to fund or maintain Offshore Rate Loans), as
reasonably determined by such Bank, as a result of (a) any payment or prepayment
or conversion of any Offshore Rate Loans of such Bank on a date other




                                       26

<PAGE>



than the last day of an Interest Period for such Offshore Rate Loan, or (b) any
failure of such Borrower to borrow Offshore Rate Loans on the date of any
Borrowing set forth in any Notice of Borrowing or (c) any failure of such
Borrower to convert or continue any portion of the Loans as Offshore Rate Loans
on a date specified therefor in the Notice of Continuation/Conversion delivered
pursuant to this Agreement. For this purpose, all notices to the Administrative
Agent pursuant to this Agreement shall be deemed to be irrevocable.

         SECTION 5.6 Right of Banks to Fund Through Other Offices. Each Bank
may, if it so elects, fulfill its commitment as to any Offshore Rate Loans by
causing any of its Lending Offices to make such Offshore Rate Loans; provided,
that in such event for the purposes of this Agreement, such Loan shall be deemed
to have been made by such Bank and the obligation of the Borrower to repay such
Offshore Rate Loan shall nevertheless be to such Bank and shall be deemed held
by it, to the extent of such Offshore Rate Loan, for the account of such branch
or affiliate.

         SECTION 5.7 Discretion of Banks as to Manner of Funding.
Notwithstanding any provision of this Agreement to the contrary, each Bank shall
be entitled to fund and maintain its funding of all or any part of its Loans in
any manner it sees fit, it being understood, however, that for the purposes of
this Agreement all determinations hereunder shall be made as if such Bank had
actually funded and maintained each Offshore Rate Loan during each Interest
Period for such Loan through the purchase of deposits having a maturity
corresponding to such Interest Period and bearing an interest rate equal to the
Offshore Rate, as the case may be, for such Interest Period.

         SECTION 5.8 Replacement of Banks. If any Bank shall (i) become affected
by any of the changes or events described in Section 4.5, 5.1, 5.2, 5.3(b), or
5.4 above and such Bank shall petition the relevant Borrowers for any increased
cost or amounts thereunder or (ii) become insolvent and its assets become
subject to a receiver, liquidator, trustee, custodian or such other Person
having similar powers (any such Bank, in either instance, being hereinafter
referred to as a "Replaced Bank"), then in each such case, Conseco (on behalf of
the Borrowers) may, upon at least five (5) Business Days' notice to the
Administrative Agent and such Replaced Bank, designate a replacement bank (a
"Replacement Bank") acceptable to the Administrative Agent in its reasonable
discretion, to which such Replaced Bank shall, subject to its receipt (unless a
later date for the remittance thereof shall be agreed upon by the relevant
Borrowers and the Replaced Bank) of all amounts owed to such Replaced Bank under
Section 4.5, 5.1, 5.2, 5.3(b), or 5.4 above, assign all (but not less than all)
of its rights, obligations and Loans hereunder and execute an Assignment
Agreement with such Replacement Bank; provided, that all Liabilities (except
Liabilities which by the terms hereof survive the payment in full of the Loans
and termination of this Agreement) due and payable to the Replaced Bank shall be
paid in full as of the date of such assignment. Upon any assignment by any Bank
pursuant to this Section 5.8 becoming effective, the Replacement Bank shall
thereupon be deemed to be a "Bank" for all purposes of this Agreement and such
Replaced Bank shall thereupon cease to be a "Bank" for all purposes of this




                                       27

<PAGE>



Agreement and shall have no further rights or obligations hereunder (other than
pursuant to Sections 4.5, 5.1, 5.2, 5.5, 11.5 and 13.4, and Sections 7.1 and 7.2
of the Conseco Guaranty while such Replaced Bank was a Bank). Notwithstanding
any Replaced Bank's failure or refusal to assign its rights, obligations and
Loans under this Section 5.8, the Replaced Bank shall cease to be a "Bank" for
all purposes of this Agreement and the Replacement Bank substituted therefor
upon payment to the Replaced Bank by the Replacement Bank of all amounts set
forth in this Section 5.8 without any further action of the Replaced Bank.

         SECTION 5.9 Conclusiveness of Statements; Survival of Provisions.
Determinations and statements of the Administrative Agent or any Bank pursuant
to Sections 5.1, 5.2, 5.3, 5.4 and Section 5.5 shall be conclusive absent
demonstrable error. The provisions of Sections 5.1, 5.2, 5.5 and this Section
5.9 shall survive termination of this Agreement.

         SECTION 5.10 Avoidance of Certain Costs. The Administrative Agent and
each Bank agrees that, notwithstanding the provisions of Sections 5.1-5.4 hereof
to the contrary, the Administrative Agent and each Bank shall take reasonable
actions available to it (including designation of a different Lending Office),
consistent with legal and regulatory restrictions, that will avoid the need to
take the steps described in any such Section, which will not, in the reasonable
judgment of the Administrative Agent or such Bank, be disadvantageous to the
Administrative Agent or such Bank.

                    SECTION 6. COLLATERAL AND OTHER SECURITY

         SECTION 6.1 Collateral Documents. Concurrently with or prior to the
Closing Date:

             (a) Pledge Agreement (Conseco Stock). The Borrowers shall execute
         and deliver to the Administrative Agent, for the benefit of the Banks,
         the Pledge Agreement, whereby each of the Borrowers shall pledge all of
         the issued and outstanding common stock of Conseco owned by each
         Borrower and acquired with the proceeds of the Existing Loans and shall
         direct the administrative agent under the Existing Credit Agreement to
         deliver to the Administrative Agent all stock certificates pledged
         pursuant thereto and all related stock powers.

             (b) Conseco Guaranty. Conseco shall execute and deliver to the

             Administrative Agent the Conseco Guaranty, covering the payment and
         performance of all of the Liabilities.

             (c) CIHC Guaranty. CIHC shall execute and deliver to the
         Administrative Agent the CIHC Guaranty, covering the payment and
         performance of all the Liabilities.





                                       28

<PAGE>



             (d) Reaffirmation of Existing Conseco Guaranty. Conseco shall
         execute and deliver to the Administrative Agent the Reaffirmation of
         Existing Conseco Guaranty.

             (e) Reaffirmation of Existing CIHC Guaranty. CIHC shall execute and
         deliver to the Administrative Agent the Reaffirmation of Existing CIHC
         Guaranty.

             (f) Amended and Restated Cash Collateral Agreement. An Amended and
         Restated Cash Collateral Agreement shall be executed and delivered to
         the Administrative Agent confirming that the obligations of Conseco
         under the Conseco Guaranty shall be secured thereby.

             (g) Subordinated Pledge Agreement Re 1998 Shares. A Subordinated
         Pledge Agreement Re 1998 Shares, executed by the pledgors thereunder,
         and acknowledged by the administrative agent under the New Credit
         Agreement Re 1998 Loans, shall be delivered to BofA as administrative
         or collateral agent.

             (h) Subordinated Pledge Agreement Re 1999 Shares. A Subordinated
         Pledge Agreement Re 1999 Shares, executed by the pledgors thereunder,
         and acknowledged by the administrative agent under the New Credit
         Agreement Re 1999 D & O Loans, shall be executed and delivered to BofA
         as administrative or collateral agent.

         SECTION 6.2 Pledge of Additional Collateral. On or before December 31,
2000 (or such later date as permitted to any AC Pledge Borrowers to pledge
Additional Collateral pursuant to the provisions of the Plan), the AC Pledge
Borrowers, if any, shall grant to the AC Collateral Agent, for the benefit of
the banks under New Credit Agreements Re D&O Loans, a first, perfected security
interest in the Additional Collateral. Specifically, on or before such date, the
AC Collateral Agent shall have received: (i) the AC Pledge Agreement, (ii) all
stock certificates pledged pursuant thereto, (iii) appropriate stock powers for
such shares endorsed in blank, (iv) appropriate evidence of the perfection and
first priority of such collateral agent's Lien, including UCC financing
statements and/or registration or acknowledgments of the Lien of such collateral
agent on any applicable brokerage account of each AC Pledge Borrower, and (v) a
certificate from Conseco, in form reasonably satisfactory to the Administrative
Agent, signed by a Responsible Officer, identifying the AC Pledge Borrowers by
name and describing the Additional Collateral to be pledged by each such
Borrower. Consistent with (but not in limitation of) the foregoing and the other
provisions of this Agreement and the other Loan Documents, (a) the delivery of
any Additional Collateral to the AC Collateral Agent, to be held and disposed of
pursuant to the provisions of the AC Pledge Agreement, shall constitute a
collateral pledge of such property and shall not constitute a paydown on the
Loans or otherwise entitle the AC Pledge Borrower to any reduction in the amount
of such Borrower's Loans unless and until the AC Collateral Agent disposes of
such property and applies the proceeds thereof as provided




                                       29

<PAGE>



pursuant to the provisions of the AC Pledge Agreement, (b) none of the AC
Collateral Agent, the Administrative Agent, and the Banks shall have or
otherwise incur any liability in favor of the AC Pledge Borrower, Conseco, or
any other Person with respect to the AC Pledge Agreement and/or the Additional
Collateral except solely to the extent expressly set forth in the AC Pledge
Agreement, and (c) consistent with (but not in limitation of) the preceding
clause (b), the AC Pledge Borrowers and Conseco shall bear (and thus reimburse
the AC Collateral Agent promptly for) any and all reasonable costs and expenses
of the AC Collateral Agent's accepting, maintaining, and realizing on the pledge
of the Additional Collateral. If there are to be no AC Pledge Borrowers on or
before December 31, 2000, Conseco shall provide the Administrative Agent with a
certificate to such effect, signed by a Responsible Officer. If on or before
such date, there are no AC Pledge Borrowers but, pursuant to the provisions of
the Plan, such deadline has been extended as to various Borrowers, such
certificate shall identify such Borrowers and the extended deadlines as to such
Borrowers.

         SECTION 6.3 Application of Proceeds from Collateral. As to each
Borrower, all proceeds received by the Administrative Agent from the sale or
disposition of any of the Direct Collateral furnished by such Borrower pursuant
to this Agreement or Indirect Collateral furnished by Conseco pursuant to the
Conseco Guaranty shall be applied by the Administrative Agent in the following
order after receipt thereof:

                  First: to the payment of all of the reasonable costs and
             expenses of the Administrative Agent in connection with (a) the
             administration, sale or disposition of such Direct Collateral or
             Indirect Collateral, as the case may be, and (b) the administration
             and enforcement of this Agreement and the other Loan Documents, to
             the extent that such costs and expenses shall not have been
             reimbursed to the Administrative Agent and relate to such
             Borrower's Loans;

                  Second: to the payment in full of all accrued and unpaid
             interest on the Loans of such Borrower, then to the payment in full
             of all unpaid principal of the Loans of such Borrower, and then to
             any remaining Liabilities of such Borrower;

                  Third: the balance, if any, of such proceeds shall be paid to
             such Borrower, to such Borrower's heirs and assigns, or as a court
             of competent jurisdiction may direct.

Notwithstanding the foregoing, (w) the proceeds of CCPA Collateral shall be
applied as set forth in the Amended and Restated Cash Collateral Agreement, (x)
the proceeds of the Additional Collateral shall be applied as set forth in the
AC Pledge Agreement, (y) the proceeds of any collateral pledged pursuant to the
Subordinated Pledge Agreement Re 1998 Shares shall be




                                       30

<PAGE>



applied as set forth therein, and (z) the proceeds of the Subordinated Pledge
Agreement Re 1999 Shares shall be applied as set forth therein.

         SECTION 6.4 Further Assurances. Each Borrower agrees that upon request
of the Administrative Agent (a) such Borrower shall promptly deliver or cause to
be delivered to the Administrative Agent, in due form for transfer, all chattel
paper, instruments, securities and documents of title, if any, at any time
representing all or any of the Direct Collateral, and (b) such Borrower shall
forthwith execute and deliver or cause to be executed and delivered to the
Administrative Agent, in due form for filing or recording (and pay the cost of
filing or recording the same in all public offices deemed necessary by the
Administrative Agent), such further assignment agreements, security agreements,
pledge agreements, instruments, consents, waivers, financing statements, stock
or bond powers, searches, releases, and other documents, and do such other acts
and things, all as the Administrative Agent may from time to time reasonably
request to establish and maintain to the satisfaction of the Administrative
Agent a valid perfected Lien on all Direct Collateral (free of all other Liens
except those permitted pursuant to Section 7.4 hereof) to secure payment of the
Liabilities.


         SECTION 7. REPRESENTATIONS AND WARRANTIES OF BORROWERS

         To induce the Administrative Agent and the Banks to enter into this
Agreement and to make the Loans hereunder, each Borrower represents and warrants
to the Administrative Agent and to each of the Banks that:

         SECTION 7.1 No Conflict. The execution, delivery and performance by
such Borrower of this Agreement and the other Loan Documents to which such
Borrower is a party does not and will not (a) contravene or conflict with any
provision of any law, statute, rule or regulation applicable to such Borrower,
(b) contravene or conflict with, result in any breach of, or constitute a
default under, any material agreement or instrument binding on such Borrower
(including, without limitation, any writ, judgment, injunction or other similar
court order) or (c) result in the creation or imposition of or the obligation to
create or impose any Lien upon any of the property or assets of such Borrower
(except for (i) the Lien of the Administrative Agent pursuant to the Pledge
Agreement, (ii) the Liens under any Subordinated Pledge Agreements in favor of
the administrative agent under any Other D&O Agreement, and (iii) the Lien of
the AC Collateral Agent under the AC Pledge Agreement).

         SECTION 7.2 Validity. This Agreement and the other Loan Documents to
which such Borrower is a party constitute or upon execution and delivery will
constitute the legal, valid and binding obligation of such Borrower enforceable
in accordance with its terms subject to (a) applicable bankruptcy, insolvency,
reorganization, moratorium, or similar laws affecting creditors' rights
generally and (b) general equitable principles, including without limitation,




                                       31

<PAGE>



concepts of good faith and fair dealing, materiality, fraudulent transfer and
reasonableness (regardless of whether considered in a proceeding in equity or at
law).

         SECTION 7.3 Litigation and Contingent Obligations. No Material
Litigation, other than the Existing Litigation, is pending as to such Borrower
or, to the best of such Borrower's knowledge, threatened as to such Borrower,
and such Borrower has no material Contingent Obligations.

         SECTION 7.4 Liens. None of the Direct Collateral pledged by such
Borrower is subject to any Lien (except for (a) the Lien of the Administrative
Agent pursuant to the Pledge Agreement, (b) the Liens under any subordinated
pledge agreement in favor of the administrative agent under any Other D&O
Agreement, and (c) the Lien of the AC Collateral Agent under the AC Pledge
Agreement). Such Borrower shall not be able or entitled to grant any Liens in
favor of any Person in and to the Plan Rights.

         SECTION 7.5 Taxes. Such Borrower has filed all material federal and
state tax returns and related reports required by law to have been filed by such
Borrower and has paid Taxes thereby shown to be owing, except any such Taxes
which are being diligently contested in good faith by appropriate proceedings
and Taxes with respect to which the failure to pay could not reasonably be
expected to have a Material Adverse Effect. There is no ongoing audit or, to the
best of such Borrower's knowledge, other governmental investigation of the tax
liability of such Borrower and there is no unresolved claim by a taxing
authority concerning such Borrower's tax liability, for any period for which
returns have been filed or were due.

         SECTION 7.6 Accuracy of Information. All factual information furnished
as of the Closing Date by or on behalf of such Borrower in writing to the
Administrative Agent or any Bank for purposes of or in connection with this
Agreement or any transaction contemplated hereby is, and all other such factual
information furnished after the Closing Date by or on behalf of such Borrower to
the Administrative Agent or any Bank will be, true and accurate in every
material respect on the date as of which such information is dated or certified
and, except as such information speaks solely as of a particular date, such
information is not, or shall not be, as the case may be, incomplete by omitting
to state any material fact necessary to make such information not misleading.

         SECTION 7.7 Proceeds. The proceeds of the Loans will be used solely to
refinance the loans of such Borrower under the Existing Credit Agreement.

         SECTION 7.8 Securities Laws. Neither such Borrower nor, to the best of
such Borrower's knowledge, any of its Affiliates, nor anyone acting on behalf of
any such Person, has directly or indirectly offered any interest in the Loans or
any other Liabilities for sale to, or solicited any offer to acquire any such
interest from, or has sold any such interest to, any Person




                                       32

<PAGE>



that would subject the making of the Loans or any other Liabilities to
registration under the Securities Act of 1933, as amended.

         SECTION 7.9 No Default. Such Borrower is not in default under any
agreement or instrument to which such Borrower is a party or by which any of its
properties or assets is bound or affected, which default could reasonably be
expected to have a Material Adverse Effect.

         SECTION 7.10 Organization, etc. Each Borrower (other than any Borrower
which is an individual) is a corporation, partnership or irrevocable trust duly
organized, validly existing and, with respect to any corporation or partnership,
in good standing under the laws of the state of its incorporation or formation
and each corporate or partnership Borrower is duly qualified to transact
business as a foreign corporation or partnership authorized to do business in
each jurisdiction where the nature of its business makes such qualification
necessary and failure to so qualify could reasonably be expected to have a
Material Adverse Effect.

         SECTION 7.11 Authorization. Each Borrower (other than any Borrower
which is an individual) (a) has the power to execute, deliver and perform this
Agreement and the other Loan Documents to which it is a party, and (b) has taken
all necessary action to authorize the execution, delivery and performance by it
of this Agreement and the other Loan Documents to which it is a party.

         SECTION 7.12 Margin Regulations.

         (a) None of the obligations of such Borrower to Conseco is or will be
secured, directly or indirectly, by Margin Stock;

         (b) Neither Conseco nor any third party acting on behalf of Conseco
has taken or will take possession of such Borrower's Margin Stock to secure,
directly or indirectly, any of the obligations of such Borrower to Conseco;

         (c) Conseco does not and will not have any right to prohibit such
Borrower from selling, pledging, encumbering or otherwise disposing of any
Margin Stock owned by such Borrower so long as the Conseco Guaranty is in effect
or any of the obligations of such Borrower or the obligations of Conseco under
the this Agreement, the Conseco Guaranty or any of the Loan Documents remain
outstanding;

         (d) Such Borrower has not granted and will not grant Conseco or any
third party acting on behalf of Conseco the right to accelerate repayment of any
of the obligations under this Agreement of such Borrower if any of the Margin
Stock owned by such Borrower is sold by such Borrower or otherwise; and





                                       33

<PAGE>



         (e) There is no agreement or other arrangement between such Borrower
and Conseco or any third party acting on behalf of Conseco (and no such
agreement or arrangement shall be entered into so long as this Agreement or the
Conseco Guaranty is in effect or any of the obligations of such Borrower or the
obligations of Conseco under the Conseco Guaranty or any of the Loan Documents
remain outstanding) under which the Margin Stock of such Borrower would be made
more readily available as security to Conseco than to other creditors of such
Borrower.

         SECTION 7.13 Principal Residence. The address set forth on each
Borrower's signature page hereof correctly sets forth such Borrower's place of
principal residence. Each Borrower shall promptly (but in no event later than
thirty days after changing such principal place of residence) inform the
Administrative Agent of any and each change in such Borrower's principal place
of residence and provide the Administrative Agent with the Borrower's new,
correct address.

         SECTION 7.14 No Default or Event of Default. No Default or Event of
Default as to such Borrower shall exist on the date of the execution and
delivery of this Agreement or on the Closing Date.


                        SECTION 8. COVENANTS OF BORROWERS

         Each Borrower agrees that, on and after the Closing Date and for so
long thereafter as any of the Liabilities remain unpaid or outstanding (except
Liabilities which by the terms hereof survive the payment in full of the Loans
and termination of this Agreement), such Borrower will:

         SECTION 8.1 Reports, Certificates and Other Information. Unless
otherwise provided herein, furnish or cause to be furnished to the
Administrative Agent and each Bank:

             8.1.1 Borrower Financials. Upon the request of the Administrative
         Agent, a financial statement of such Borrower in a form acceptable to
         the Required Banks;

             8.1.2 Tax Returns and Reports. If requested by the Administrative
         Agent or the Required Banks, copies of all federal, state, local and
         foreign Tax Returns and Reports filed by such Borrower;

             8.1.3 Notice of Default and Litigation. Promptly upon learning of
         the occurrence of any of the following, written notice thereof,
         describing the same and the steps being taken by such Borrower with
         respect thereto:

                   (a) the occurrence of a Default;




                                       34

<PAGE>



                   (b) the institution of any Material Litigation or the
         occurrence of any Material Litigation Development as to such Borrower;

                   (c) the commencement of any dispute which might reasonably be
         expected to lead to the material modification, transfer, revocation,
         suspension or termination of any Loan Document; or

                   (d) any Material Adverse Change as to such Borrower;

             8.1.4 Collateral Ratio. Upon the request of the Administrative
         Agent or the Required Banks, cause Conseco (on behalf of the Borrowers)
         to provide to the Administrative Agent, for the benefit of the Banks, a
         computation of the Collateral Ratio certified by its chief financial
         officer or a senior vice president with responsibility for or knowledge
         of financial matters of Conseco. Nothing contained in this Section
         8.1.4 shall be deemed to limit in any way whatsoever the Administrative
         Agent's right, on behalf of the Banks, to calculate the Loan Value of
         Direct Collateral or the Loan Value of Indirect Collateral or the
         Collateral Ratio at any time it deems appropriate or necessary. If
         after making such calculation, the Administrative Agent or the Required
         Banks determine that the amount of such Collateral Ratio is different
         from the Collateral Ratio most recently provided by Conseco or the
         Administrative Agent, as the case may be, the Administrative Agent
         shall deliver written notice of such amount to Conseco (on behalf of
         the Borrowers); provided that the Administrative Agent's failure to
         deliver such notice shall not prejudice the rights of the
         Administrative Agent and the Banks or the obligations of the Borrowers
         under this Agreement or the other Loan Documents; and

             8.1.5 Other Information. From time to time, such other information
         concerning such Borrower as the Administrative Agent or a Bank may
         reasonably request.

         SECTION 8.2 Taxes and Liabilities. Pay when due all of his, her, or its
Taxes and other material liabilities, except as contested in good faith and by
appropriate proceedings and except Taxes with respect to which the failure to
pay could not reasonably be expected to have a Material Adverse Effect.

         SECTION 8.3 Compliance with Laws. Comply with all federal, state and
local laws, rules and regulations related to such Borrower, except where such
failure to comply could not reasonably be expected to have a Material Adverse
Effect.

         SECTION 8.4 Other Agreements. Not enter into any agreement containing
any provision which (a) would be violated or breached by the performance of its
obligations




                                       35

<PAGE>



hereunder or under any instrument or document delivered or to be delivered by
such Borrower hereunder or in connection herewith, (b) prohibits or restricts
the ability of such Borrower to amend or otherwise modify this Agreement, any
other Loan Document or any other document executed in connection herewith or (c)
constitutes an agreement to a limitation or restriction of the type described in
clauses (a) and (b) with respect to any other Indebtedness.


                   SECTION 9. CONDITIONS AND EFFECTIVENESS OF
                                 THIS AGREEMENT

         The obligation of the Banks to make the Loans and the effectiveness of
this Agreement is subject to the performance by a Borrower of all of the
obligations under this Agreement and to the satisfaction of the following
conditions precedent:

         SECTION 9.1 Receipt of Documents. Prior to or concurrent with the
making of the Loans, the Administrative Agent shall have received all of the
following, each, except to the extent otherwise specified below, duly executed
by such Borrower dated the Closing Date (or such earlier date as shall be
satisfactory to the Administrative Agent), in form and substance satisfactory to
the Administrative Agent, each in sufficient number of signed counterparts or
copies to provide one for each Bank and the Administrative Agent:

             9.1.1 If requested by the Administrative Agent, an appropriately
         completed Note from each Borrower, payable to the order of the
         Administrative Agent evidencing the aggregate Loans to such Borrower;

             9.1.2 The Pledge Agreement;

             9.1.3 The Administrative Agent's receipt of all common stock of
         Conseco owned by each Borrower which have been purchased with proceeds
         of the Existing Loans or any of the foregoing relating thereto as
         required by the Pledge Agreement, together with appropriate stock
         powers for such shares endorsed in blank and/or other appropriate
         evidence of the perfection of the Administrative Agent's Lien,
         including UCC financing statements and/or registrations or
         acknowledgments of the Lien of the Administrative Agent on any
         applicable brokerage account of each Borrower;

             9.1.4 The Conseco Guaranty, together with the documents provided in
         Article V thereof;

             9.1.5 The CIHC Guaranty;

             9.1.6 The Reaffirmation of Existing Conseco Guaranty;





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<PAGE>



             9.1.7 The Reaffirmation of Existing CIHC Guaranty;

             9.1.8 The Subordinated Pledge Agreement Re 1998 Shares, executed by
         the pledgors thereunder, and acknowledged by the administrative agent
         under the New Credit Agreement Re 1998 Loans.

             9.1.9 The Subordinated Pledge Agreement Re 1999 Shares, executed by
         the pledgors thereunder, and acknowledged by the administrative agent
         under the New Credit Agreement Re 1999 D&O Loans;

             9.1.10 The Amended and Restated Cash Collateral Agreement;

             9.1.11 The Borrower Acknowledgment and Release executed by each
         Borrower.

             9.1.12 An opinion of David K. Herzog, counsel of Conseco and CIHC,
         substantially in the form of Exhibit F-1, and addressing such other
         legal matters as the Administrative Agent may reasonably require;

             9.1.13 An opinion of Weil, Gotshal & Manges LLP, outside counsel to
         Conseco and CIHC, substantially in the form of Exhibit F-2, and
         addressing such other legal matters as the Administrative Agent may
         reasonably require;

             9.1.14 Certified copies of each material consent, license and
         approval required in connection with the execution, delivery,
         performance, validity and enforceability of this Agreement and the
         other Loan Documents; such consents, licenses and approvals shall be in
         full force and effect, shall be reasonably satisfactory in form and
         substance to the Administrative Agent and shall be all of the material
         consents required to be obtained or made on or before the consummation
         of the financing contemplated by this Agreement;

             9.1.15 A certificate of Conseco in the form attached as Exhibit O
         hereto;


             9.1.16 Schedules and Exhibits satisfactory to the Administrative
         Agent and the Banks;

             9.1.17 Evidence satisfactory to the Administrative Agent of
         compliance by each Borrower and Conseco with Regulation U in connection
         with the financing transactions contemplated hereby;

             9.1.18 Evidence of each filing, registration or recordation (and
         payment of any necessary fee, Tax or expense relating thereto) with
         respect to each document (including,




                                       37

<PAGE>



         without limitation, any UCC financing statement) required by the Loan
         Documents or under law or requested by the Administrative Agent to be
         filed, registered or recorded in order to create, in favor of the
         Administrative Agent, for the benefit of the Banks a valid perfected
         Lien on all Direct Collateral (free of all other Liens other than the
         junior and subordinate Liens to be granted to the administrative agents
         under the Other D&O Agreements) other than UCC financing statements to
         be filed in connection with the Loan Documents which will be delivered
         for filing on the Closing Date;

             9.1.19 Evidence satisfactory to the Administrative Agent that each
         of the Loan Documents has been duly executed and delivered and is in
         full force and effect without modification;

             9.1.20 Certified copies of any indemnification or similar
         agreements or arrangements between any Borrower and Conseco relating to
         the reimbursement by such Borrower of any payments made by Conseco
         under the Conseco Guaranty; and

             9.1.21 A Federal Reserve Form U-1 for the benefit of the Banks,
         duly executed by each Borrower, the statements made in which shall be
         such, in the opinion of the Administrative Agent, as to permit the
         transactions contemplated by this Agreement in accordance with
         Regulation U.

         SECTION 9.2 Additional Conditions. The obligation of the Banks to make
Loans to any Borrower hereunder is subject to the following further conditions
precedent:

             9.2.1 The Administrative Agent shall have received a duly executed
         Notice of Borrowing;

             9.2.2 No Default exists or will result from the making of the
         Loans, and no Event of Default (as defined under the Revolving Credit
         Agreement) has occurred and is continuing; provided, however, that a
         Default relating solely to another Borrower will not relieve the Banks
         of their obligations to make Loans to other Borrowers subject to the
         satisfaction of the other provisions of this Agreement.

             9.2.3 The representations and warranties of and as to such Borrower
         contained in Section 7, and the representations and warranties of
         Conseco contained in Article III of the Conseco Guaranty, are true and
         correct in all material respects with the same effect as though made on
         the Closing Date, except, to the extent that any such representations
         and warranties relate expressly to an earlier date, such
         representations and warranties shall have been true and correct in all
         material respects as of such earlier date;





                                       38

<PAGE>



             9.2.4 No Material Litigation exists other than the Existing
         Litigation;

             9.2.5 No Material Adverse Change has occurred with respect to
         Conseco or CIHC since September 22, 2000;

             9.2.6 The Collateral Ratio for such Borrower, after giving effect
         to such Loan, is at least 2.0 to 1.0.

             9.2.7 Conseco shall have paid all accrued and unpaid fees, costs
         and expenses, including reasonable attorneys' fees and costs, with
         respect to all credit arrangements with the Administrative Agent.


                 SECTION 10. EVENTS OF DEFAULT AND THEIR EFFECT

         SECTION 10.1 Events of Default. An "Event of Default" shall exist with
respect to a Borrower if any one or more of the following events (herein
collectively called "Events of Default") shall occur and be continuing:

             10.1.1 Non-Payment of Loans, etc.

                  (a) Default by such Borrower in the payment or prepayment when
             due of any principal on the Loans made to such Borrower, or

                  (b) Default by such Borrower in the payment within five (5)
             days of when due of any interest on the Loans made to such Borrower
             or any other amount owing by such Borrower pursuant to this
             Agreement.

             10.1.2 Bankruptcy, Insolvency, etc. Any CCPA Pledgor (not
         consisting of Conseco or any Significant Subsidiary) becomes insolvent
         or generally fails to pay, or admits in writing its inability to pay,
         debts as they become due; or such Borrower or any such CCPA Pledgor
         applies for, consents to, or acquiesces in the appointment of, a
         trustee, receiver or other custodian for such Borrower, such CCPA
         Pledgor or any property thereof, or makes a general assignment for the
         benefit of creditors; or, in the absence of such application, consent
         or acquiescence, a trustee, receiver or other custodian is appointed
         for such Borrower or such CCPA Pledgor or for a substantial part of the
         property of such Borrower or such CCPA Pledgor and is not discharged
         within sixty (60) days; or any bankruptcy, reorganization, debt
         arrangement, or other case or proceeding under any bankruptcy or
         similar insolvency law is commenced in respect of such Borrower or such
         CCPA Pledgor and if such case or proceeding is not commenced by such
         Borrower or such CCPA Pledgor, it is consented to or




                                       39

<PAGE>



         acquiesced in by such Borrower or such CCPA Pledgor or remains for
         sixty (60) days undismissed.

             10.1.3 Defaults Under this Agreement. Failure by such Borrower to
         comply with or perform any of the covenants or agreements of such
         Borrower set forth in this Agreement or the other Loan Documents
         applicable to such Borrower (other than those constituting an Event of
         Default under any of the other provisions of this Section 10) and
         continuance of such failure for thirty (30) days with respect to such
         Borrower, in each case after notice thereof to such Borrower, from the
         Administrative Agent.

             10.1.4 Representations and Warranties. Any representation or
         warranty made by such Borrower or by any CCPA Pledgor (other than a
         CCPA Pledgor consisting of Conseco or any Significant Subsidiary) in
         any of the Loan Documents is false or misleading in any material
         respect as of the date hereof or as of the date hereafter certified, or
         any schedule, certificate, financial statement, report, notice, or
         other writing furnished by such Borrower or by such CCPA Pledgor to the
         Administrative Agent or any Bank is false or misleading in any material
         respect on the date as of which the facts therein set forth are stated
         or certified.

             10.1.5 Collateral Ratio. The Collateral Ratio for such Borrower is
         less than 1.5 to 1.0.

             10.1.6 Defaults under the Conseco Guaranty. An event of default
         shall have occurred and be continuing under the Conseco Guaranty.

             10.1.7 Defaults Under Any of the Other D&O Agreements. An Event of
         Default or Termination Event in respect of Conseco, any of its
         Subsidiaries or such Borrower shall have occurred and be continuing
         under any of the Other D&O Agreements.

             10.1.8 CCPA Pledgors. (i) Any CCPA Pledgor (other than Conseco or
         any Significant Subsidiary) (A) fails to make any payment in respect of
         any Indebtedness or Contingent Obligation (other than in respect of
         Hedging Obligations), having an aggregate principal amount (including
         undrawn committed or available amounts and including amounts owing to
         all creditor under any combined or syndicated credit arrangement) of
         more than $1,000,000, when due (whether by scheduled maturity, required
         prepayment, acceleration, demand, or otherwise) and such failure
         continues after the applicable grace or notice period, if any,
         specified in the relevant document on the date of such failure; or (B)
         fails to perform or observe any other condition or covenant, or any
         other event shall occur or condition exist (other than an alleged
         breach which such CCPA Pledgor is contesting in good faith and which
         does not relate to a payment default




                                       40

<PAGE>



         or a breach of a financial convent), under any agreement or instrument
         relating to any such Indebtedness or Contingent Obligation, and such
         failure continues after the applicable grace or notice period, if any,
         specified in the relevant document on the date of such failure if the
         effect of such failure, event or condition is to cause, or to permit
         the holder or holder of such Indebtedness or beneficiary or
         beneficiaries of such Indebtedness (or a trustee or agent on behalf of
         such holder or holders or beneficiary or beneficiaries) to cause such
         Indebtedness to be declared to be due and payable prior to its stated
         maturity, or such Contingent Obligation to become payable or cash
         collateral in respect thereof to be demanded; or (ii) there occurs
         under any Hedging Obligation an early termination date (as defined in
         the agreement evidencing such Hedging Obligation) resulting from (A)
         any event of default under such Hedging Obligation as to which any such
         CCPA Pledgor is the Defaulting Party (as defined in the agreement
         evidencing such Hedging Obligation) or (B) any termination event (as so
         defined in the agreement evidencing such Hedging Obligations) as to
         which any CCPA Pledgor is an Affected Party (as so defined in the
         agreement evidencing such Hedging Obligations), and, in either event,
         the Swap Termination Value owed by such CCPA Pledgor as a result
         thereof is greater than $1,000,000.

         SECTION 10.2 Effect of Event of Default. If any Event of Default
described in Section 10.1.2 shall occur and be continuing, all Liabilities of
such Borrower, or if such Event of Default relates to any CCPA Pledgor (not
consisting of Conseco or any Significant Subsidiary) (or if any Event of Default
under subsection (f) or (g) of Section 5.01 of the Appendix (as such term is
defined in the Conseco Guaranty), made applicable to Conseco, CIHC or any other
Significant Subsidiary pursuant to Sections 10.1.6 and 10.1.7 hereof, shall
occur and be continuing as to Conseco, CIHC or any CCPA Pledgor consisting of
any Significant Subsidiary), all Liabilities of all Borrowers, shall become
immediately due and payable, all without presentment, demand, protest or notice
of any kind; and, in the case of any other Event of Default, the Administrative
Agent may (or shall, upon the written request of the Required Banks) declare all
Liabilities with respect to such Borrower, or if such Event of Default relates
to Conseco, CIHC, or any CCPA Pledgor, all Liabilities of all Borrowers, to be
due and payable, whereupon all Liabilities with respect to such Borrower or all
Borrowers, as the case may be, shall become immediately due and payable, all
without presentment, demand, protest or notice of any kind. The Administrative
Agent shall promptly advise such Borrower or all Borrowers, as the case may be,
and each Bank of any such declaration, but failure to do so shall not impair the
effect of such declaration. Notwithstanding the foregoing or any provision of
Section 13.1, the effect of an Event of Default of any event described in
Section 10.1.2 may be waived by the written concurrence of the Banks holding
100% of the aggregate unpaid principal amount of the Loans, and the effect of an
Event of Default of any other event described in this Section 10 may be waived
as provided in Section 13.1. In any such circumstance where the Liabilities of
any Borrower or all Borrowers (as the case may be) have become immediately due
and payable, whether automatically or upon any such declaration (as the case may
be), the Administrative Agent may (or shall, upon the written request of the
Required Banks) exercise or not exercise, as




                                       41

<PAGE>



it deems appropriate, on behalf of itself and the Banks, any and all other
rights and remedies available (including after taking into account, as to
Conseco and CIHC only, the restrictions set forth in Sections 2.1 and 6.1 of the
Conseco Guaranty (except with respect to said Section 6.1, if the restrictions
set forth in Section 6.1 of the Conseco Guaranty have been rendered inoperative
or have been otherwise qualified pursuant to Section 6.2 or Section 6.4 of the
Conseco Guaranty)) to it and the Banks under the Loan Documents and/or
applicable law against such Borrower or all Borrowers or any combination thereof
(as the case may be), Conseco, CIHC, and/or any CCPA Pledgor and their
respective property.


                              SECTION 11. THE AGENT

         SECTION 11.1 Authorization and Action. Each Bank hereby appoints and
authorizes the Administrative Agent to take such action as administrative agent
on its behalf and to exercise such powers to the extent provided herein or in
any document or instrument delivered hereunder or in connection herewith,
together with such other action as may be reasonably incidental thereto. As to
matters not expressly provided for by this Agreement (including, without
limitation, enforcement or collection of this Agreement or any other Loan
Document) the Administrative Agent shall not be required to exercise any
discretion, but shall be required to act or to refrain from acting (and shall be
fully protected in so acting or refraining from acting) upon the instructions of
the Required Banks and such instructions shall be binding upon all Banks. Under
no circumstances shall the Administrative Agent have any fiduciary duties to any
Bank or be required to take any action which exposes the Administrative Agent to
personal liability or which is contrary to this Agreement or to the other Loan
Documents or applicable law.

         SECTION 11.2 Liability of the Administrative Agent. None of the
Administrative Agent or any Agent-Related Person shall be liable for any action
taken or omitted to be taken by it or them under or in connection with this
Agreement and the other Loan Documents, except for its own gross negligence or
willful misconduct. Without limiting the generality of the foregoing, the
Administrative Agent: (a) may treat a Bank as such until the Administrative
Agent receives an executed Assignment Agreement entered into between a Bank and
an Eligible Assignee pursuant to Section 12.1 hereof; (b) may consult with legal
counsel (including counsel for any Borrower), independent public accountants and
other experts or consultants selected by it; (c) shall not be liable for any
action taken or omitted to be taken in good faith by the Administrative Agent in
accordance with the advice of counsel, accountants, consultants or experts; (d)
shall make no warranty or representation to any Bank and shall not be
responsible to any Bank for any recitals, statements, warranties or
representations, whether written or oral, made in or in connection with this
Agreement or the other Loan Documents; (e) shall not have any duty to ascertain
or to inquire as to the performance or observance of any of the terms,
obligations, covenants or conditions of this Agreement on the part of any
Borrower or to inspect the property (including, without limitation, any books
and records) of any Borrower; (f) shall not be responsible to any Bank for the
due execution, legality, validity, enforceability, genuineness,




                                       42

<PAGE>



sufficiency or value of this Agreement or any other Loan Document or other
support or security (including the validity, priority or perfection of any
Lien), or any other document furnished in connection with any of the foregoing;
and (g) shall incur no liability under or in respect of this Agreement or any
other Loan Document by action upon any written notice, statement, certificate,
order, telephone message, facsimile or other document which the Administrative
Agent believes in good faith to be genuine and correct and to have been signed,
sent or made by the proper Person.

         SECTION 11.3 Administrative Agent and Affiliates. With respect to the
Loans made by it, BofA shall have the same rights and powers under this
Agreement and the other Loan Documents as any other Bank and may exercise the
same as though it were not the Administrative Agent; and the term "Bank" or
"Banks" shall, unless otherwise expressly indicated, include BofA in its
individual capacity. BofA and its Affiliates may accept deposits from, lend
money to, act as trustee under indentures of, and generally engage in any kind
of business with, any Borrower, Conseco and any of its Subsidiaries and any
Person who may do business with or own securities of Conseco or any such
Subsidiary, all as if BofA was not the Administrative Agent and without any duty
to account therefor to the Banks.

         SECTION 11.4 Bank Credit Decision. Each Bank acknowledges that it has,
independently and without reliance upon the Administrative Agent or any other
Bank and based on such documents and information as it has deemed appropriate,
made its own credit analysis and decision to enter into this Agreement. Each
Bank also acknowledges that it will, independently and without reliance upon the
Administrative Agent or any other Bank and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under this Agreement.

         SECTION 11.5 Indemnification. The Banks agree to indemnify the
Administrative Agent and each Agent-Related Person (to the extent not reimbursed
by the Borrower), ratably according to their Percentages, from and against any
and all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements of any kind or nature
whatsoever which may be imposed on, incurred by, or assessed against the
Administrative Agent in any way relating to or arising out of this Agreement,
the other Loan Documents, the Other D & O Agreements or the Existing Litigation,
or any action taken or omitted by the Administrative Agent under this Agreement,
the other Loan Documents, the Other D & O Agreements or the Existing Litigation;
provided, that no Bank shall be liable for any portion of such liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements resulting from the Administrative Agent's gross
negligence or willful misconduct. Without limiting any of the foregoing, each
Bank agrees to reimburse the Administrative Agent promptly upon demand for their
Percentage of any expenses (including reasonable counsel fees) incurred by the
Administrative Agent (in its individual capacity as agent or in its capacity as
representative of the Banks) in connection with the preparation, execution,
delivery, administration, modification, amendment, waiver or enforcement
(whether through




                                       43

<PAGE>



negotiations, legal proceedings or otherwise) of, or legal advice in respect of
rights or responsibilities under this Agreement or the other Loan Documents, the
Other D & O Agreements, or the Existing Litigation to the extent that the
Administrative Agent is not reimbursed for such expenses by the Borrowers or
Conseco. All obligations provided for in this Section 11.5 shall survive
termination of this Agreement.

         SECTION 11.6 Successor Agent. The Administrative Agent may, and at the
request of the Required Banks shall, resign as Administrative Agent upon 30
days' notice to the Banks. If the Administrative Agent resigns under this
Agreement, the Required Banks shall appoint from among the Banks a successor
agent for the Banks which successor agent shall be approved by a majority of the
Borrowers (which consent shall not be unreasonably withheld). If no successor
agent is appointed prior to the effective date of the resignation of the
Administrative Agent, the Administrative Agent may appoint, after consulting
with the Banks and the Borrowers, a successor agent from among the Banks. Upon
the acceptance of its appointment as successor agent hereunder, such successor
agent shall succeed to all the rights, powers and duties of the retiring
Administrative Agent and the term "Administrative Agent" shall mean such
successor agent and the retiring Administrative Agent's appointment, powers and
duties as Administrative Agent shall be terminated. After any retiring
Administrative Agent's resignation hereunder as Administrative Agent, the
provisions of this Section 11 shall inure to its benefit as to any actions taken
or omitted to be taken by it while it was Administrative Agent under this
Agreement. If no successor agent has accepted appointment as Administrative
Agent by the date which is 30 days following a retiring Administrative Agent's
notice of resignation, the retiring Administrative Agent's resignation shall
nevertheless thereupon become effective and the Banks shall perform all of the
duties of the Administrative Agent hereunder until such time, if any, as the
Required Banks appoint a successor agent as provided for above.


                   SECTION 12. ASSIGNMENTS AND PARTICIPATIONS

         SECTION 12.1 Assignments.


             (a) Each Bank shall have the right at any time to assign with the
         consent of Conseco (on behalf of the Borrowers) and the Administrative
         Agent (which consent, in each case, will not unreasonably be withheld),
         to any Eligible Assignee, all or any part of such Bank's rights and
         obligations under this Agreement and each other Loan Document including
         its rights in respect of its Loans and Notes, if any; provided,
         however, that no such consent of Conseco (on behalf of the Borrowers)
         shall be required where any Event of Default as to Conseco, CIHC, or
         any CCPA Pledgor has occurred and shall be continuing. Any such
         assignment shall be pursuant to an assignment agreement, substantially
         in the form of Exhibit H (an "Assignment Agreement"), duly executed by
         such Bank and the Eligible Assignee, and acknowledged by the
         Administrative Agent.




                                       44

<PAGE>



         Notwithstanding the foregoing, each Bank may make assignments to its
         Affiliates or to any Federal Reserve Bank without obtaining consent of
         the Administrative Agent.

             (b) Each assignment shall be pro rata with respect to all rights
         and obligations of the assigning Bank including the Loans and the
         Notes, if any. Each assignment shall be in an amount equal to or in
         excess of $5,000,000 (except for assignments of the entire unpaid
         balance, if less than $5,000,000, of the Loans of a Bank or assignments
         to existing Banks). In the case of any such assignment, upon the
         fulfillment of the conditions in Section 12.1(c), this Agreement shall
         be deemed to be amended to the extent, and only to the extent,
         necessary to reflect the addition of such Eligible Assignee, and such
         Eligible Assignee shall for all purposes be a Bank party hereto and
         shall have, to the extent of such assignment, the same rights and
         obligations as a Bank hereunder.

             (c) An assignment shall become effective hereunder when all of the
         following shall have occurred:

                       (i) the Assignment Agreement shall have been executed by
         the assigning Bank and the Eligible Assignee,

                       (ii) the Assignment Agreement shall have been
         acknowledged by the Administrative Agent and, where applicable, by
         Conseco (on behalf of the Borrowers),

                       (iii) either the assigning Bank or the Eligible Assignee
         shall have paid a processing fee of $3,000 to the Administrative Agent
         for its own account; provided that the Eligible Assignee shall be
         solely responsible for such processing fee with respect to any
         assignment pursuant to Sections 5.8 and 13.2, and

                       (iv) the assigning Bank and the Administrative Agent
         shall have agreed upon a date upon which such assignment shall become
         effective. Upon such assignment becoming effective, the Administrative
         Agent shall forward all payments of interest, principal, fees and other
         amounts that would have been made to the assigning Bank, in proportion
         to the percentage of the assigning Bank's rights transferred, to the
         Eligible Assignee.

             (d) Upon the effectiveness of any assignment, the assigning Bank
         shall be relieved from its obligations hereunder to the extent of the
         obligations so assigned (except to the extent, if any, that any
         Borrower, any other Bank or the Administrative Agent have rights
         against such assigning Bank as a result of any




                                       45

<PAGE>



         default by such Bank under this Agreement). Promptly following the
         effectiveness of each assignment, the Administrative Agent shall
         furnish to the Borrowers and each Bank a revised Schedule 2.1, revised
         to reflect such assignment.

         SECTION 12.2 Participations.

             (a) Each Bank may grant participations in all or any part of its
         Loans and, if applicable, the Notes to any commercial bank or other
         financial institution (other than insurance companies and Affiliates
         thereof unless consented to by Conseco). A participant shall not have
         any rights under this Agreement or any other document delivered in
         connection herewith (the participant's rights against such Bank in
         respect of such participation to be those set forth in the agreement
         executed by such Bank in favor of the participant relating thereto,
         which agreement with respect to such participation shall not restrict
         such Bank's ability to make any modification, amendment or waiver to
         this Agreement without the consent of the participant except that the
         consent of such participant may be required in connection with matters
         requiring the consent of all of the Banks under Section 13.1).
         Notwithstanding the foregoing, each participant shall have the rights
         of a Bank pursuant to Section 4.3. All amounts payable by any Borrower
         under this Agreement shall be determined as if the Bank had not sold
         such participation. In the event of any such sale by a Bank of
         participating interests to a participant, such Bank's obligations under
         this Agreement shall remain unchanged, such Bank shall remain solely
         responsible for the performance thereof, such Bank shall remain the
         holder of any obligation for all purposes under this Agreement, and the
         Borrowers and the Administrative Agent shall continue to deal solely
         and directly with such Bank in connection with such Bank's rights and
         obligations under this Agreement.

             (b) Limitation of Rights of any Participant. Notwithstanding
         anything in the foregoing to the contrary,

                       (i) no participant shall have any direct rights
         hereunder,

                       (ii) the Borrowers, the Administrative Agent and the
         Banks, other than the selling Bank, shall deal solely with the selling
         Bank and shall not be obligated to extend any rights or make any
         payment to, or seek any consent of, the participant,

                       (iii) no participation shall relieve the selling Bank of
         any of its other obligations hereunder and such Bank shall remain
         solely responsible for the performance thereof, and




                                       46

<PAGE>



                       (iv) no participant, other than an affiliate of the
         selling Bank, shall be entitled to require such Bank to take or omit to
         take any action hereunder, except that such Bank may agree with such
         participant that such Bank will not, without participant's consent,
         take any action which requires the consent of all of the Banks under
         Section 13.1.

         SECTION 12.3 Disclosure of Information. Each Borrower authorizes each
Bank to disclose to any participant, assignee or Eligible Assignee (each, a
"Transferee") and any prospective Transferee any and all financial and other
information in such Bank's possession concerning such Borrower, Conseco and its
Subsidiaries which has been delivered to such Bank by such Borrower and/or
Conseco in connection with such Bank's credit evaluation of such Borrower prior
to entering into this Agreement or which has been delivered to such Bank by such
Borrower and/or Conseco pursuant to this Agreement; provided, however, that each
Bank, participant, assignee and Eligible Assignee shall execute a
confidentiality agreement substantially in the form of Exhibit G in which it
agrees that it shall hold all non-public, confidential and proprietary
information obtained pursuant to the requirements of this Agreement in
accordance with safe and sound banking and business practices and may make
disclosure reasonably required by any bona fide participant, assignee or
Eligible Assignee in connection with the contemplated transfer of any portion of
the Loans or as required or requested by any Governmental Authority or
representative thereof or pursuant to legal process. For the purposes of this
Section 12.3, by execution of this Agreement each of the Banks shall be deemed
to have agreed to and executed the confidentiality agreement contained in
Exhibit G.

         SECTION 12.4 Foreign Transferees. If, pursuant to this Section 12, any
interest in this Agreement or any Loans or the Note is transferred to any
Transferee which is organized under the laws of any jurisdiction other than the
United States or any state thereof or upon the request of the Administrative
Agent, the transferor Bank shall cause such Transferee (other than any
participant), and may cause any participant, concurrently with the effectiveness
of such transfer,

             (a) to represent to the transferor Bank (for the benefit of the
         transferor Bank, the Administrative Agent and the Borrowers) that under
         applicable law and treaties no Taxes will be required to be withheld by
         the Administrative Agent,

             (b) to represent to the Borrowers or the transferor Bank that under
         applicable law and treaties no Taxes will be required to be withheld
         with respect to any payments to be made to such Transferee in respect
         of the Loans or, if applicable, the Notes,

             (c) to furnish to the transferor Bank, the Administrative Agent and
         the Borrowers either U.S. Internal Revenue Service Form W-BEN, Form
         W-ECI or Form W-8IMY (wherein such Transferee claims entitlement to
         complete




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<PAGE>



         exemption from U.S. federal withholding tax on all interest payments
         hereunder), and

             (d) to agree (for the benefit of the transferor Bank, the
         Administrative Agent and the Borrowers) to provide the transferor Bank,
         the Administrative Agent and the Borrowers a new Form W-BEN, Form W-ECI
         or Form W-8IMY upon the obsolescence of any previously delivered form
         and comparable statements in accordance with applicable U.S. laws and
         regulations and amendments duly executed and completed by such
         Transferee, and to comply from time to time with all applicable U.S.
         laws and regulations with regard to such withholding tax exemption.


                            SECTION 13. MISCELLANEOUS

         SECTION 13.1 Waivers and Amendments. The provisions of this Agreement
and of each other Loan Document may from time to time be amended, modified or
waived, if such amendment, modification or waiver is in writing and consented to
by each Borrower directly affected by such amendment, modification, or waiver
and the Required Banks; provided, that no such amendment, modification or
waiver:

             (a) which would modify any requirement hereunder that any
         particular action be taken by all Banks or by the Required Banks, shall
         be effective without the consent of each Bank;

             (b) which would modify this Section 13.1, change the definition of
         "Required Banks," change any Percentage for any Bank (except pursuant
         to an Assignment Agreement), reduce any fees, extend the maturity date
         of any Loan, reduce any rate of interest payable on the Loans or
         subject any Bank to any additional obligations, shall be effective
         without the consent of each Bank;

             (c) which would permit the release of all or any material portion
         of the Direct Collateral, Indirect Collateral or CCPA Collateral or the
         release or termination of Conseco's or CIHC's obligations in the
         aggregate, or any material obligation individually, under the Conseco
         Guaranty or the CIHC Guaranty shall be effective without the consent of
         each Bank; provided, however, that such consent shall not be required
         for the termination of the CIHC Guaranty pursuant to Section 5.14
         thereof;

             (d) which would extend the due date for, or reduce the amount of,
         any payment or prepayment of principal of or interest on the Loans,
         shall be effective without the consent of each Bank; or




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<PAGE>



             (e) which would affect adversely the interests, rights or
         obligations of the Administrative Agent (in such capacity) other than
         removal in accordance with Section 11.6, shall be effective without
         consent of the Administrative Agent;

provided, further that, consistent with (but not in limitation of) the
foregoing, (x) at any time that Liabilities of a particular Borrower shall be
due and owing, but unpaid, amendments, modifications and waivers may be made
applicable to such Borrower without the approval of other Borrowers (but with
the approval of each Bank) and amendments, modifications and waivers may be made
applicable to other Borrowers without such approval of such Borrower (but with
the approval of each Bank), (y) any guarantor and the Administrative Agent may
enter into an amendment, modification or waiver of such guarantor's or guaranty
without the consent of any Borrower, and (z) any portion of the CCPA Collateral
may be released or the Amended and Restated Cash Collateral Agreement may be
amended without the consent of any Borrower.

         SECTION 13.2 Failure to Consent. If any Bank shall fail to consent to
any amendment, modification or waiver described in Section 13.1 (any such Bank
being hereinafter referred to as a "Non-Consenting Bank") then in such case,
Conseco (on behalf of the Borrowers) may, upon at least five (5) Business Days'
written notice to the Administrative Agent and such Non- Consenting Bank,
designate a substitute lender (a "Substitute Bank") acceptable to the
Administrative Agent in its sole discretion, to which such Non-Consenting Bank
shall assign all (but not less than all) of its rights and obligations under the
Loans hereunder. Upon any assignment by any Bank pursuant to this Section 13.2
becoming effective, the Substitute Bank shall thereupon be deemed to be a "Bank"
for all purposes of this Agreement and the assigning Bank shall thereupon cease
to be a "Bank" for all purposes of this Agreement and shall have no further
rights or obligations hereunder (other than pursuant to Sections 5.1, 5.2, 5.5,
11.5 and 13.4 hereof, and Sections 7.1 and 7.2 of the Conseco Guaranty or
Section 5.1 of the CIHC Guaranty while such Non-Consenting Bank was a Bank);
provided, that all Liabilities (except Liabilities which by the terms hereof
survive the payment in full of the Loans and termination of this Agreement) due
and payable to the Non-Consenting Bank shall be paid in full as of the date of
such assignment. Notwithstanding the foregoing, in the event that in connection
with any amendment, modification or waiver more than one Bank is a
Non-Consenting Bank, the Borrowers may not require one Bank to assign its rights
and obligations to a Substitute Bank unless all Non-Consenting Banks are
required to make such an assignment. Notwithstanding any Non-Consenting Bank's
failure or refusal to assign its rights, obligations and Loans under this
Section 13.2, the Non-Consenting Bank shall cease to be a "Bank" for all
purposes of this Agreement and the Substitute Bank substituted therefor upon
payment to the Non-Consenting Bank by the Substitute Bank of all amounts set
forth in this Section 13.2 without any further action of the Non-Consenting
Bank.

         SECTION 13.3 Notices. All notices, requests and other communications to
any party hereunder shall be in writing (including bank wire, telex, facsimile
or similar writing) and shall be given to such party at its address, facsimile
or telex number set forth on the signature or




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<PAGE>



acknowledgment pages hereof or such other address, facsimile or telex number as
such party may hereafter specify for the purpose by written notice to the
Administrative Agent, the Borrowers and Conseco. Each such notice, request or
other communication shall be effective (a) if given by facsimile or telex, when
such facsimile or telex is transmitted to the facsimile or telex number
specified in this Section 13.3 and, in the case of telex or facsimile, the
appropriate answerback or confirmation is received, (b) if given by mail,
seventy-two (72) hours after such communication is deposited in the mails with
first class postage prepaid, addressed as aforesaid or (c) if given by any other
means, when delivered at the address specified in this Section 13.3, provided,
that notices to the Administrative Agent under Sections 2, 3, 4 and 10 shall not
be effective until received by the Administrative Agent.

         SECTION 13.4 Indemnity. The Borrowers agree, jointly and severally, to
indemnify each Bank, its Affiliates and each of their respective directors,
officers, employees, persons controlling or controlled by any of them or their
respective agents, consultants, attorneys and advisors (the "Indemnified
Parties") and hold each Indemnified Party harmless from and against any and all
liabilities, losses, claims, damages, costs and expenses of any kind to which
any of the Indemnified Parties may become subject, whether directly or
indirectly (including, without limitation, the reasonable fees and disbursements
of counsel for any Indemnified Party), relating to or arising out of this
Agreement, the other Loan Documents, the Other D&O Agreements, the Existing
Litigation or any actual or proposed use of the proceeds of the Loans hereunder;
provided, that no Indemnified Party shall have the right to be indemnified
hereunder for its own gross negligence or willful misconduct as determined by a
court of competent jurisdiction. All obligations of the Borrowers provided for
in this Section 13.4 shall survive termination of this Agreement.

         SECTION 13.5 D&O Agreements. Except to the extent the Loans hereunder
shall have refinanced Existing Loans, the D&O Agreements (including, without
limitation, the Existing Credit Agreement) shall remain in full force and effect
and shall not be superseded by this Agreement, and consistent with (but not in
limitation of) the foregoing, nothing contained herein is intended in any manner
whatsoever to amend, modify, or otherwise alter the provisions of the Existing
Credit Agreement (or of any related loan document) as to any borrower thereunder
who is not a party to this Agreement. Where the Loans have refinanced Existing
Loans, the Existing Credit Agreement shall have been superseded by this
Agreement as to the Borrowers, but only as to the Borrowers (and specifically,
not as to the other borrowers under the Existing Credit Agreement who are not
parties to this Agreement); provided, however, that provisions of the Existing
Credit Agreement that expressly survive the payment in full of the Existing
Loans shall continue to survive; provided further, however, in the event of any
conflict between the provisions of this Agreement and the surviving provisions
of the Existing Credit Agreement, the provisions of this Agreement shall control
as to the Borrowers.





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<PAGE>



         SECTION 13.6 Subsidiary References. The provisions of this Agreement
relating to Subsidiaries shall apply only during such times as a Person
referenced in such a provision has one or more Subsidiaries.

         SECTION 13.7 Captions. Section captions used in this Agreement are for
convenience only, and shall not affect the construction of this Agreement.

         SECTION 13.8 GOVERNING LAW. THIS AGREEMENT, THE NOTES, IF ANY, AND THE
LOANS SHALL BE A CONTRACT MADE UNDER AND GOVERNED BY THE LAWS OF THE STATE OF
ILLINOIS, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES. ALL OBLIGATIONS OF THE
BORROWERS AND RIGHTS OF THE ADMINISTRATIVE AGENT AND THE BANKS IN RESPECT OF THE
LIABILITIES EXPRESSED HEREIN OR IN THE OTHER LOAN DOCUMENTS SHALL BE IN ADDITION
TO AND NOT IN LIMITATION OF THOSE PROVIDED BY APPLICABLE LAW.

         SECTION 13.9 Counterparts. This Agreement may be executed in any number
of counterparts and by the different parties on separate counterparts and each
such counterpart shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same agreement. When counterparts
executed by all the parties shall have been lodged with the Administrative Agent
(or, in the case of any Bank as to which an executed counterpart shall not have
been so lodged, the Administrative Agent shall have received telegraphic,
facsimile, telex or other written confirmation from such Bank of execution of a
counterpart hereof by such Bank), this Agreement shall become effective as of
the Closing Date hereof, and at such time the Administrative Agent shall notify
the Borrowers and each Bank.

         SECTION 13.10 SUBMISSION TO JURISDICTION; WAIVER OF VENUE. THE
ADMINISTRATIVE AGENT, EACH BANK AND EACH BORROWER (A) HEREBY IRREVOCABLY SUBMIT
TO THE JURISDICTION OF ANY ILLINOIS STATE OR FEDERAL COURT SITTING IN THE
NORTHERN DISTRICT OF ILLINOIS OVER ANY ACTION OR PROCEEDING ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS, AND THE ADMINISTRATIVE
AGENT, EACH BANK AND EACH BORROWER HEREBY IRREVOCABLY AGREE THAT ALL CLAIMS IN
RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH
ILLINOIS STATE OR FEDERAL COURT, AND (B) AGREE NOT TO INSTITUTE ANY LEGAL ACTION
OR PROCEEDING AGAINST ANOTHER PARTY OR THE DIRECTORS, OFFICERS, EMPLOYEES,
AGENTS OR PROPERTY OF ANY THEREOF, ARISING OUT OF OR RELATING TO THIS AGREEMENT
OR ANY OTHER LOAN DOCUMENTS, IN ANY COURT OTHER THAN AS HEREINABOVE SPECIFIED IN
THIS SECTION 13.10. THE ADMINISTRATIVE AGENT, EACH BANK AND EACH BORROWER HEREBY
IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY




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<PAGE>



OBJECTION IT OR THEY MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE IN ANY
ACTION OR PROCEEDING (WHETHER BROUGHT BY ANY BORROWER, THE ADMINISTRATIVE AGENT,
ANY BANK, OR OTHERWISE) IN ANY COURT HEREINABOVE SPECIFIED IN THIS SECTION 13.10
AS WELL AS ANY RIGHT IT OR THEY MAY NOW OR HEREAFTER HAVE TO REMOVE ANY SUCH
ACTION OR PROCEEDING, ONCE COMMENCED, TO ANOTHER COURT ON THE GROUNDS OF FORUM
NON CONVENIENS OR OTHERWISE. THE ADMINISTRATIVE AGENT, EACH BANK AND EACH
BORROWER AGREE THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE
CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR
IN ANY OTHER MANNER PROVIDED BY LAW.

         SECTION 13.11 Successors and Assigns. This Agreement shall be binding
upon and shall inure to the benefit of the parties hereto and their respective
successors and assigns; provided, however, that the Borrowers may not assign or
transfer their rights or obligations under this Agreement or any other Loan
Document without the prior written consent of all Banks, and the rights of the
Banks to make assignments or grant participations are subject to the provisions
of Section 12.

         SECTION 13.12 Power of Attorney. Each Borrower hereby irrevocably
constitutes and appoints Conseco as such Borrower's attorney-in-fact, with full
power of substitution and transfer, to take any and all actions, including,
without limitation, giving consents, notices, and approvals, specified to be
taken or executed by Conseco under this Agreement and to execute all documents
in furtherance thereof. The power of attorney hereby granted shall be coupled
with an interest and shall be irrevocable until payment in full of the Loans.

         SECTION 13.13 No Waiver; Cumulative Remedies. No failure to exercise
and no delay in exercising, on the part of the Administrative Agent or any Bank,
any right, remedy, power or privilege under this Agreement, any other Loan
Document or any of the other D&O Agreements, and/or applicable law shall operate
as a waiver thereof; nor shall any single or partial exercise of any right,
remedy, power or privilege hereunder preclude any other or further exercise
thereof or the exercise of any other right, remedy, power or privilege.
Consistent with (but not in limitation of) the foregoing, the rights, powers,
and/or remedies provided in this Agreement or any other Loan Document shall be
cumulative and shall not preclude the assertion or exercise of any other rights
or remedies available under law, in equity or otherwise except solely with
respect to Conseco and CIHC to the extent expressly set forth in Sections 2.1
and 6.1 of the Conseco Guaranty (except with respect to said Section 6.1, if the
restrictions set forth in Section 6.1 of the Conseco Guaranty have been rendered
inoperative or have been otherwise qualified pursuant to Section 6.2 or Section
6.4 of the Conseco Guaranty).

         SECTION 13.14 WAIVER OF JURY TRIAL. EACH BORROWER, THE ADMINISTRATIVE
AGENT AND EACH BANK HEREBY KNOWINGLY,




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<PAGE>



VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION,
PROCEEDING OR COUNTERCLAIM CONCERNING ANY RIGHTS UNDER THIS AGREEMENT, ANY OTHER
LOAN DOCUMENT OR ANY OTHER DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE
FUTURE BE DELIVERED IN CONNECTION HEREWITH OR THEREWITH, OR ARISING FROM ANY
BANKING RELATIONSHIP EXISTING IN CONNECTION WITH THIS AGREEMENT, AND AGREE THAT
ANY SUCH ACTION, PROCEEDING OR COUNTERCLAIM SHALL BE TRIED BEFORE A COURT AND
NOT BEFORE A JURY; THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PARTIES
ENTERING INTO THIS AGREEMENT.

         Executed as of the day and year first above written at Chicago,
Illinois.





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