AMENDED AND RESTATED
                         DIRECTOR, EXECUTIVE AND SENIOR
                           OFFICER STOCK PURCHASE PLAN
                                OF CONSECO, INC.


1.        PURPOSE.  The  Amended and  Restated  Director,  Executive  and Senior
          Officer  Stock   Purchase  Plan  (the   "Plan"),   of  Conseco,   Inc.
          ("Conseco"),  is adopted to facilitate the purchase, by the Directors,
          executives  and  senior  managers  of  Conseco  and  its  subsidiaries
          (collectively,  the  "Company"),  of Conseco's  common stock  ("Common
          Stock") and Conseco's Preferred  Redeemable  Increased Dividend Equity
          Securities,  7% PRIDES,  Convertible  Preferred Stock ("PRIDES").  The
          purchases  facilitated  by  the  Plan  are  intended  to  achieve  the
          following specific purposes:

                  a)       more  closely  align key employees' financial rewards
                           with the financial  rewards  realized  by  all  other
                           shareholders of the Company;

                  b)       increase  key  employees'  motivation  to  manage the
                           Company as owners; and

                  c)       increase the  ownership  of  Common  Stock and PRIDES
                           among senior management of the Company.

2.        ELIGIBILITY. To be eligible to participate in the Plan, the individual
          must be a non-employee  Director of the Company,  an executive officer
          of the  Company or a senior  officer of the  Company  selected  by the
          Directors ("Eligible Participant").


3.        PARTICIPATION.  To  become  a  Plan  participant  ("Participant"),  an
          Eligible Participant must satisfy the following requirements:

                  a)       submit a completed,  signed and irrevocable  election
                           to  purchase  all or,  in the case of  Directors  and
                           Executive Officers,  a portion of the Common Stock or
                           PRIDES which the Eligible  Participant is eligible to
                           purchase  under  the  Plan  along  with  a  power  of
                           attorney    authorizing   such   purchases   on   the
                           Participant's behalf;

                  b)       complete and sign all necessary  agreements and other
                           documents relating to the loan described in Section 4
                           hereof  including,   but  not  limited  to,  personal
                           financial  statements,   letters  of  instruction  to
                           brokers,  transfer  agents and banks as are necessary
                           or appropriate  under the loan described in Section 4
                           hereof, and a power of attorney authorizing



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                           borrowings under such loan; and

                  c)       satisfy  all  other   conditions   of   participation
                           specified in the Plan.

         The agreements and other documents  specified in subsections 3 (a), (b)
         and (c) must be submitted at such times and to such Company  offices as
         specified  by the  Company.  No  Eligible  Participant  is  required to
         participate in the Plan.

         Directors and executive officers may purchase up to 2,500,000 shares of
         Common  Stock  under  the  Plan.  Senior  officers  electing  to become
         Participants  must purchase at least 10,000 shares of Common Stock.  Up
         to   8,000,000   shares  of  Common  Stock  may  be  purchased  by  all
         Participants.  Directors and executive officers shall have the right to
         purchase  shares not purchased by other  Participants in such amount as
         is determined by the pro rata amount of their participation in the Plan
         compared to the  participation  of the other  Participants  electing to
         purchase  additional  shares.  All  such  purchases  may be made by the
         individual  Participant  or by a  trust,  corporation,  partnership  or
         limited liability company  controlled by the Participant  ("Participant
         Designee";  the term  Participant  shall include  Participant  Designee
         unless the context otherwise requires).

4.        PURCHASE OF SHARES.  Conseco,  in its sole  discretion  subject to the
          terms and provisions of the Plan,  will determine the timing,  amount,
          price and  mechanics of all of the purchases of shares of Common Stock
          (the   "Purchased   Shares")   through  open  market  and   negotiated
          transactions.  Purchases of Purchased Shares shall be effected through
          a broker in accordance with Rule 10b-18 under the Securities  Exchange
          Act of 1934. The shares of Common Stock purchased pursuant to the Plan
          will be allocated  proportionately  among  Participants  at the end of
          each  trading  day based upon the  percentage  of all of the shares of
          Common  Stock  Participants  have  elected to purchase and the average
          price for all purchases of shares of Common Stock on that day.

          Conseco has arranged the opportunity for each  Participant to obtain a
          loan through Bank  of America  National  Trust and Savings Association
          and  other participating  financial institutions   (collectively,  the
          "Bank") to fund  the purchase of the  Purchased  Shares (the  "Loan").
          Each  Participant must sign a power  of  attorney  authorizing   loans
          under the  Amended and Restated Credit Agreement with the Bank and the
          purchase of the Purchased  Shares.  Each   Participant is  responsible
          for satisfying all of the lending requirements  specified  by the Bank
          to qualify for the Loan including all  collateral  requirements.  Each
          Participant is fully obligated to repay to

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          the Bank all principal,  interest, and any prepayment fees on the Loan
          when due and payable.

          In the  event a  Participant  does not wish to obtain  the  Loan,  the
          Participant shall provide sufficient funds to fund the purchase of the
          Purchased  Shares.  Such  Participant must execute a power of attorney
          authorizing the purchase of the Purchased  Shares.  If the Participant
          fails to fund the purchase of the Purchased  Shares,  the  Participant
          may no longer participate in the Plan, and all of the Purchased Shares
          not paid for will be allocated to the other Participants.

5.        REGISTRATION OF SHARES. The Purchased Shares will be registered in the
          name of the Participant or his or her designee and certificated.  Each
          certificate will bear a legend referring to the Plan. The certificates
          for the Purchased  Shares of each  Participant who participates in the
          Loan will be held by the Bank as  collateral  for the Loan.  Each such
          Participant  must deliver to the Bank a stock power  endorsed in blank
          with respect to the Purchased  Shares.  A  Participant  may be able to
          obtain a release of the  Purchased  Shares from the Bank provided that
          other  collateral of equal value is  substituted as collateral for the
          Loan.

6.        SHAREHOLDER  RIGHTS. Each Participant will have all of the rights of a
          shareholder with respect to the Purchased Shares,  including the right
          to vote the shares and the right to receive  dividends.  Any dividends
          in excess of  required  interest  payments  will be  deposited  to the
          Participant's account at the Bank.

7.        SALE OF PURCHASED SHARES. Each Participant is permitted to sell all or
          any portion of the Purchased Shares; provided, that any such sale does
          not violate any provision of a Loan.

8.        DEATH OR  DISABILITY.  Upon the  death  of a  Participant,  her or his
          estate or the Participant  Designee,  as the case may be, may elect to
          cause Conseco to pay the estate or the  Participant  Designee,  as the
          case may be,  an  amount  equal  to the  purchase  price  paid for the
          Purchased Shares purchased by the deceased Participant minus the value
          of such shares on the date of the  Participant's  death based upon the
          average of the high and low trading prices per share for the Purchased
          Shares as reported by the principal national stock exchange upon which
          such shares are traded. The estate or the Participant Designee, as the
          case may be, of a deceased  Participant  must make such  election,  in
          writing,  within 30 days after written  notice from Conseco.  Upon the
          total and permanent  disability of a Participant who is an employee of
          the Company,  such disabled  Participant may elect to cause Conseco to
          pay the Participant an amount equal to the purchase price paid for the

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         Purchased  Shares by the disabled  Participant  minus the value of such
         shares on the date of the determination of the Participant's  total and
         permanent disability based upon the average of the high and low trading
         prices per share for the Purchased  Shares as reported by the principal
         national   stock  market  upon  which  such  shares  are  traded.   The
         Participant must make such election,  in writing,  within 30 days after
         written notice from Conseco. "Total and permanent disability" means the
         inability  of a  Participant  to  provide  meaningful  service  for the
         Company due to a medically  determinable physical or mental impairment.
         Such  determination of total and permanent  disability shall be made by
         the Company.  Notwithstanding the above, if a Participant qualifies for
         Federal Social Security  disability  benefits or for payments under the
         Company's long-term  disability income plan, based upon his physical or
         mental  condition,  he shall  be  deemed  to  suffer  from a total  and
         permanent  disability  hereunder.  This  Section  8 has no  effect on a
         deceased or disabled  Participant's sale of Purchased Shares before the
         Participant's  death or  disability.  Payment  by  Conseco  of  amounts
         described  in this Section 8 is  conditioned  on the payment in full of
         the  Participant's  Loan,  if any,  and the  release  of the  Company's
         guarantee with respect thereto.  This Section 8 will terminate  January
         1, 2002.

9.        LOAN GUARANTEE.  Conseco will guarantee  repayment to the Bank of 100%
          of all principal,  interest,  prepayment fees and other obligations of
          each Participant under such Participant's Loan described in Section 4.
          The  Conseco  loan  guaranty is a  condition  to the loan  arrangement
          Conseco  has made with the  Bank.  The  terms  and  conditions  of the
          guarantee  are as agreed by  Conseco  and the Bank.  If a  Participant
          specifies a Participant Designee,  the Participant shall enter into an
          indemnification  agreement to  indemnify  Conseco for any losses under
          the  guaranty of the Loan with  respect to the  Participant  Designee.
          Each  Participant  is  fully  obligated  to  repay  to  the  Bank  all
          principal,  interest,  and  other  amounts  on the  Loan  when due and
          payable.  Conseco may take any action  relating to the Participant and
          her or his assets,  which the Board of Directors deems  reasonable and
          necessary,  (including, but not limited to, offsetting amounts owed to
          Conseco  against wages,  fees or other amounts owed to the Participant
          from Conseco) to obtain full reimbursement for amounts Conseco pays to
          the  Bank  under  its  guaranty  related  to  the  Participant's  or a
          Participant  Designee's  Loan ("Loan  Default").  Notwithstanding  the
          foregoing,  Conseco will not be subrogated to any right of the Bank as
          a holder of a security interest in the Purchased Shares.

10.       LOAN OF INTEREST PAYMENTS. At the discretion of the Directors, Conseco
          or one of its  subsidiaries  (the  "Lender")  may  loan  funds  to the
          Participants equal to the amount of

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         current  interest  payments  owed by the  Participants  pursuant to the
         Amended and Restated Credit  Agreement (the "Interest  Payment Loans").
         All Interest Payment Loans shall be evidenced by promissory  notes, the
         terms  and  conditions  of  which  shall  be  determined  at  the  sole
         discretion  of the Lender.  If a  Participant  specifies a  Participant
         Designee, the Participant shall enter into an indemnification agreement
         to indemnity the Lender for any losses under the Interest Payment Loan.

11.      MARGIN REGULATIONS.

                  (a) None of the obligations of the  Participants to Conseco or
          one of its  subsidiaries  (collectively,  Conseco and its subsidiaries
          shall be referred to as "Conseco" for the purposes of this Section 11)
          hereunder  is or will be secured,  directly or  indirectly,  by Margin
          Stock  (as such term is  defined  in  Regulation  U and  Regulation  G
          promulgated by the Board of Governors of the Federal Reserve System);

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

                  (c)  Conseco  does not and will not have any right to prohibit
          such  Participant  from selling,  pledging,  encumbering  or otherwise
          disposing of any Margin Stock owned by such Participant so long as the
          obligations of such Participant under this Plan remain outstanding;

                  (d) Such  Participant  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 Plan of such
          Participant  if any of the Margin Stock owned by such  Participant  is
          sold by such Participant or otherwise; and

                  (e) There is no  agreement or other  arrangement  between such
          Participant 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 Plan is in effect or any of the  obligations of such  Participant
          under this Plan remain  outstanding)  under which the Margin  Stock of
          Participant  would be made  more  readily  available  as  security  to
          Conseco than to other creditors of such Participant.

12.       CHANGES OF  CONTROL.  A "Change of  Control"  of Conseco  shall mean a
          change of control of a nature that would be required to be reported in
          response to Item 6(e) of Schedule 14A of  Regulation  14A  promulgated
          under the Securities  Exchange Act of 1934 (the "1934 Act") as revised
          effective January 20,


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         1987, or if Item 6(e) is no longer in effect, any regulations issued by
         the Securities and Exchange  Commission  pursuant to the 1934 Act which
         serve similar purposes; provided, that, without limitations, (x) such a
         change of control  shall be deemed to have  occurred if and when either
         (A) except as provided  in (y) below,  any  "person"  (as such terms is
         used in  Sections  13(d)  and  14(d) of the 1934  Act) is or  becomes a
         "beneficial  owner" (as such term is defined in Rule 13d-3  promulgated
         under the 1934 Act),  directly or indirectly,  of securities of Conseco
         representing 25% or more of the combined voting power of Conseco's then
         outstanding securities entitled to vote with respect to the election of
         its Board of Directors or (B) as the result of a tender offer,  merger,
         consolidation, sale of assets, or contest for election of directors, or
         any combination of the foregoing  transactions  or events,  individuals
         who were members of the Board of Directors of Conseco immediately prior
         to any such transaction or event shall not constitute a majority of the
         Board of Directors following such transaction or event, and (y) no such
         change of control  shall be deemed to have  occurred if and when either
         (A) any such change is the result of a transaction  which constitutes a
         "Rule  13e-3  transaction"  as such  term  is  defined  in  Rule  13e-3
         promulgated under the 1934 Act or (B) any such person becomes, with the
         approval of the Board of Directors of Conseco,  the beneficial owner of
         securities of Conseco representing 25% or more but less than 50% of the
         combined voting power of Conseco's then outstanding securities entitled
         to vote with respect to the  election of its Board of Directors  and in
         connection  therewith  represents,   and  at  all  times  continues  to
         represent,  in a filing,  as amended,  with the Securities and Exchange
         Commission on Schedule 13D or Schedule 13G (or any  successor  Schedule
         thereto) that "such person has acquired such  securities for investment
         and not with the purpose nor with the effect of changing or influencing
         the control of the Company,  nor in connection with or as a participant
         in  any  transaction  having  such  purpose  or  effect"  or  words  of
         comparable meaning and import. The designation by any such person, with
         the  approval  of the  Board  of  Directors  of  Conseco,  of a  single
         individual  to  serve as a member  of,  or  observer  at  meetings  of,
         Conseco's  Board of  Directors,  shall not be  considered  "changing or
         influencing  the  control of the  Company"  within  the  meaning of the
         immediately  preceding  clause (B), so long as such individual does not
         constitute  at any time more  than  one-third  of the  total  number of
         directors  serving on such Board.  In the event of a Change of Control,
         each  Participant will receive in exchange for the Purchased Shares the
         higher of (i) the  purchase  price  paid for all of each  Participant's
         Purchased  Shares,  respectively,   plus  all  interest  paid  by  each
         respective  Participant  under  the  Loan or  (ii)  the  amount  of the
         consideration  to be paid for the Purchased  Shares in connection  with
         the Change of Control.  Such amount  shall be paid to the  Participants
         upon


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         consummation of the event resulting in a Change of Control.

13.       OTHER TERMINATION. If a Participant ceases to be a Director or officer
          of Conseco in  circumstances  other than as  described  in section 12,
          Conseco shall notify the Participant or Participant Designee that such
          Participant  or  Participant  Designee shall have the option to either
          (i)  within  30  days of the  notice,  retire  the  Loan  and  release
          Conseco's  guaranty or (ii) continue the Loan and the Interest Payment
          Loan until their maturity date with Conseco's  guaranty,  but commence
          paying all future interest payments on such Loans as due.

          If the Participant  desires Conseco's guaranty to continue,  he or she
          agrees that, as  compensation  for continuing such guaranty beyond the
          termination of such Participant's  employment or directorship,  as the
          case may be, the former Participant shall pay to Conseco the following
          fees:

         (a)               A  continuing  guaranty fee on the  outstanding  note
                           balance at each  calendar  quarter  end to be paid at
                           the rate of .5% each quarter.

         (b)               A settlement fee equal to half of the "Exit  Profit".
                           The Exit Profit shall be the excess, if   any, of (i)
                           the proceeds received from the sale of    the Related
                           Shares (as defined herein) or the market value of the
                           Related Shares on the date the  guaranty is released,
                           whichever occurs first minus (ii)  the sum of (x) the
                           market   value   of   the   Related  Shares   at  the
                           Participant's termination date and  (y) the  interest
                           accrued on the Loan since the  termination date   for
                           the Related Shares.  The  "Related Shares" means  the
                           number of Purchased Shares acquired with the proceeds
                           of the remaining  principal amount of the loan at the
                           date of  termination of employment.

14.       ADMINISTRATION.  The Board of  Directors  of Conseco  shall be charged
          with  the  administration  and  interpretation  of the  Plan  but  may
          delegate  the  ministerial  duties  hereunder  to such  persons  as it
          determines.  The Board of Directors of Conseco may adopt such rules as
          may be necessary or appropriate for the proper  administration  of the
          Plan. The decision of the Board of Directors of Conseco in all matters
          involving  the  interpretation  and  application  of the Plan shall be
          final and shall be given the  maximum  possible  deference  allowed by
          law.

15.       PAYMENT OF EXPENSES.  The expenses of administering  the Plan shall be
          paid by the Company  except those  expenses  which are expenses of the
          Participants.



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16.       EMPLOYER-EMPLOYEE  RELATIONSHIP.  The establishment of this Plan shall
          not be  construed  as  conferring  any legal or other  rights upon any
          employee or any person for a continuation of employment,  nor shall it
          interfere  with the rights of the Company to discharge any employee or
          otherwise act with relation to the employee.  The Company may take any
          action  (including  discharge)  with  respect to any employee or other
          person and may treat such person  without  regard to the effect  which
          such action or treatment  might have upon such person as a Participant
          of this Plan.

17.       AMENDMENT AND TERMINATION. The Company reserves the right to change or
          discontinue  this  Plan by action  of the  Board of  Directors  in its
          discretion;  provided, however, that in the case of any person to whom
          benefits  under this Plan had accrued upon  termination  of employment
          prior  to  such  Board  of  Directors  action,  or in the  case of any
          Participant  who would have been entitled to benefits  under this Plan
          had the  Participant's  employment  ceased  prior  to such  change  or
          discontinuance,  the benefits  such person had accrued under this Plan
          prior to such change or discontinuance shall not be adversely affected
          thereby.

          Notwithstanding  anything  herein to the contrary,  nothing  contained
          herein shall restrict the Company's  right to terminate the Plan.

          This Plan  completely   supersedes  and  replaces  the  Conseco,  Inc.
          Director, Executive and Senior Officer Stock Purchase Plan dated April
          4, 1996.


18.       WITHHOLDING.  The  Company  shall  have the  right to  deduct  in cash
          (whether under this Plan or otherwise) in connection with all payments
          by the Company to a Participant  under this Plan any taxes required by
          law to be withheld and to require any  payments  required to enable it
          to satisfy its withholding obligations.

19.       GOVERNING  LAW.  This Plan shall be construed in  accordance  with the
          laws of the State of Indiana.

20.       APPROVAL.  If a Participant  purchases Purchased Shares, such purchase
          shall  constitute  formal approval of this Plan by the Participant and
          such  Participant's  agreement to be bound by the terms and conditions
          of the Plan.

Effective Date:  August 21, 1997




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