CONSECO, INC.

            AMENDED AND RESTATED 1997 NON-QUALIFIED STOCK OPTION PLAN

                                   ARTICLE I.

                                     Purpose

         The purpose of the CONSECO,  INC. 1997 NON-QUALIFIED  STOCK OPTION PLAN
(the  "Plan") is to provide a means  through  which  CONSECO,  INC.,  an Indiana
corporation  (the  "Company"),  may provide  incentives to increase the personal
financial  identification  of key  personnel  with the  long-term  growth of the
Company and the  interests of the Company's  shareholders  through the ownership
and  performance  of the common stock of the Company,  to enhance the  Company's
ability to retain key personnel and to attract outstanding prospective executive
employees.

                                   ARTICLE II.

                                   Definitions

         The  following  definitions  shall be  applicable  throughout  the Plan
unless specifically modified by any paragraph:

         (a) "Board" means the Board of Directors of the Company.

         (b) A "Change of Control" of the Company 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 1934  Act as  revised
effective  January  20,  1987,  or, if Item 6(e) is no  longer  in  effect,  any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 limitation,  (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 term 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



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indirectly,  of  securities  of the  Company  representing  25% or  more  of the
combined voting power of the Company's then outstanding  securities  entitled to
vote with respect to the election of its Board of Directors or (B) as the result
of a tender  offer,  merger,  consolidation,  sale of  assets,  or  contest  for
election of  directors,  or any  combination  of the foregoing  transactions  or
events,  individuals  who were  members of the Board of Directors of the Company
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 the Company,  the  beneficial  owner of  securities  of the Company
representing  25% or more but less than 50% of the combined  voting power of the
Company's  then  outstanding  securities  entitled  to vote with  respect to the
election of its Board of Directors and in connection therewith  represents,  and
at all  times  continues  to  represent,  in a  filing,  as  amended,  with  the
Securities  and  Exchange  Commission  on Schedule  13D or Schedule  13G (or any
successor  Schedule  thereto) that "such person has acquired such securities for
investment  and not  with  the  purpose  nor  with the  effect  of  changing  or
influencing  the  control  of  the  Company,  nor  in  connection  with  or as a
participant  in any  transaction  having  such  purpose or  effect," or words or
comparable  meaning and import.  The  designation  by any such person,  with the
approval of the Board of  Directors of the Company,  of a single  individual  to
serve as a member  of, or  observer  at  meetings  of,  the  Company's  Board of
Directors,  shall not be considered  "changing or influencing the control of the
Company" within the meaning of the immediately  preceding clause (B), so long as
such individual does not constitute at any time more than one-third of the total
number of directors serving on such Board.

         (c)  "Code"  means  the  Internal  Revenue  Code of 1986,  as  amended.
Reference  in the Plan to any section of the Code shall be deemed to include any
amendments or successor provisions to any section and any regulations under such
section.

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         (d)  "Compensation  Committee"  means not less than two  members of the
Board who are selected by the Board as provided in Article IV, Section 4.01.

         (e) "Common Stock" means the common stock, no par value per  share,  of
the Company.

         (f) "Company" means Conseco, Inc.,  an  Indiana  corporation,  and  any
successor thereto.

         (g)  "Director"  means  an  individual  elected  to  the  Board  by the
shareholders of the Company or by the Board under  applicable  corporate law who
is serving on the Board.

         (h) An  "employee"  means  any  person  (including  a  Director)  in an
employment relationship with the Company or any parent or subsidiary corporation
(as defined in Section 424 of the Code).

         (i) "1934 Act" means the Securities Exchange Act of 1934, as amended.

         (j) "Fair Market Value" means,  as of any specified  date,  the mean of
the reported high and low sales prices of the Common Stock on the stock exchange
composite  tape on that date,  or if no prices are reported on that date, on the
last preceding date on which such prices of the Common Stock are so reported. If
the Common Stock is traded over the counter at the time a  determination  of its
fair market value is required to be made hereunder,  its fair market value shall
be  deemed  to be equal to the  average  between  the  reported  high and low or
closing  bid and asked  prices of Common  Stock on the most recent date on which
Common  Stock was  publicly  traded.  In the event  Common Stock is not publicly
traded  at the  time a  determination  of  this  value  is  required  to be made
hereunder,  the  determination  of its fair  market  value  shall be made by the
Compensation Committee in such manner as it deems appropriate.

         (k) "Holder" means an employee who has been granted an Option.



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         (l) "Option"  means an Option granted under Article VII of the Plan and
includes only Options to purchase Common Stock which do not constitute Incentive
Stock Options under Section 422 of the Code.

         (m) "Option  Agreement" means a written  agreement  between the Company
and a Holder with respect to an Option.

         (n) "Plan" means Conseco, Inc. 1997 Non-Qualified Stock Option Plan, as
amended from time to time.

         (o) "Rule 16b-3" means SEC Rule 16b-3  promulgated  under the 1934 Act,
as such may be amended from time to time, and any successor rule,  regulation or
statute fulfilling the same or a similar function.


                                  ARTICLE III.

                     Effective Date and Duration of the Plan

         The Plan  shall be  effective  as of  April  1,  1997,  the date of its
adoption by the Board,  provided the Plan is approved by the shareholders of the
Company within twelve months  thereafter.  The Plan shall remain in effect until
all Options  granted under the Plan have been  satisfied or expired or until the
Plan is terminated in accordance with Article IX.


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                                   ARTICLE IV.

                                 Administration

         Section 4.01 Composition of Compensation  Committee.  The Plan shall be
administered by a committee which shall be (i) appointed by the Board;  and (ii)
constituted solely of "outside  directors," within the meaning of Section 162(m)
of the Code and applicable interpretive authority thereunder.

         Section  4.02  Powers.  Subject  to the  provisions  of the  Plan,  the
Compensation  Committee  shall  have  sole  authority,  in  its  discretion,  to
determine which  employees shall receive an Option,  the time or times when such
Option  shall be made,  and the  number of shares of Common  Stock  which may be
issued  under  each  Option.  In making  such  determinations  the  Compensation
Committee  may take into  account  the nature of the  services  rendered  by the
respective  individuals,   their  present  and  potential  contribution  to  the
Company's  success and such other factors as the  Compensation  Committee in its
discretion shall deem relevant.

         Section 4.03 Additional Powers.  The Compensation  Committee shall have
such  additional  powers as are  delegated to it by the other  provisions of the
Plan. Subject to the express provisions of the Plan, the Compensation  Committee
is  authorized  to  construe  the Plan and the  respective  agreements  executed
thereunder,  to prescribe such rules and regulations  relating to the Plan as it
may deem  advisable to carry out the Plan, to determine the terms,  restrictions
and provisions of each Award, and to make all other determinations  necessary or
advisable for administering the Plan. The Compensation Committee may correct any
defect or supply any omission or reconcile  any  inconsistency  in any agreement
relating to an Option in the manner and to the extent it shall deem expedient to
carry it into effect.  The  determinations of the Compensation  Committee on the
matters referred to in this Article IV shall be conclusive.







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                                   ARTICLE V.

                                Grant of Options;
                           Shares Subject to the Plan

         Section 5.01 Stock Option Limits.  The Compensation  Committee may from
time to time grant  Options to one or more  individuals  determined  by it to be
eligible for  participation  in the Plan in  accordance  with the  provisions of
Article VI.  Subject to Article VIII,  the aggregate  number of shares of Common
Stock for which  Options  may be  granted  under  the  Plan,  when  added to all
outstanding, unexpired options under the Company's other employee benefit plans,
shall not exceed 20% of the shares of Common  Stock  outstanding  on the date of
grant. In determining the number of shares outstanding on the date of grant, the
Compensation  Committee  shall include the number of shares then issuable  under
any  outstanding  securities of the Company  (other than options) which are then
exchangable for or convertible into Common Stock.  Notwithstanding any provision
in the Plan to the contrary,  the maximum  number of shares of Common Stock that
may be subject to Options under Article VII hereof granted to any one individual
during any calendar  year is: the sum (subject to  adjustment in the same manner
as provided in Article VIII with  respect to shares of Common  Stock  subject to
Options then outstanding) of (a) 1,000,000 plus (b) the number of shares (not to
exceed 3,000,000) issued under a Reload Program as described below, plus (c) the
number of options provided for in an employment  contract that has been approved
by a vote of the  shareholders.  As an  inducement  to holders of  non-qualified
stock options to exercise those options  significantly  before their  expiration
date,  the  Compensation  Committee may offer a Reload  Program to such holders.
Under the Reload  Program,  new  Options  may be granted  for a number of shares
equal  to (a) the sum of (i) the  total  exercise  price  of the  prior  options
exercised in the Reload  Program plus (ii) the taxes incurred by the holder as a
result of such exercise  (deemed to be 45% of the taxable income  resulting from
such exercise)  divided by (b) the exercise price per share of the newly granted
Option. The limitation set forth in the preceding sentence shall be applied in a
manner which will permit compensation  generated in connection with the exercise
of  Options to  constitute  "performance-based"  compensation  for  purposes  of
Section 162(m) of the Code, including, without limitation, counting against such
maximum  number of shares,  to the extent  required  under Section 162(m) of the
Code and

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applicable interpretive authority thereunder, any shares subject to Options that
are canceled or repriced.

         Section  5.02 Stock  Offered.  The stock to be offered  pursuant to the
grant of an Option may be authorized  but unissued  Common Stock or Common Stock
previously issued and outstanding and reacquired by the Company.

                                   ARTICLE VI.

                                   Eligibility

         Options may be granted only to persons  who, at the time of grant,  are
employees. Options under this Plan may not be granted to any Director who is not
an employee of the Company. An Award may be granted on more than one occasion to
the same person.

                                  ARTICLE VII.

                                  Stock Options

         Section 7.01 Option Period. The  term  of  each  Option  shall   be  as
specified by the Compensation Committee at the date of grant.

         Section  7.02  Limitations  on Exercise of Option.  An Option  shall be
exercisable in whole or in such  installments and at such times as determined by
the Compensation Committee.

         Section  7.03 Option  Agreement.  Each Option  shall be evidenced by an
Option  Agreement in such form and containing such  provisions not  inconsistent
with the provisions of the Plan as the Compensation  Committee from time to time
shall  approve.  An Option  Agreement  may provide for the payment of the option
price,  in whole or in part,  by the  delivery  of a number  of shares of Common
Stock (plus cash if  necessary)  having a Fair Market Value equal to such option
price.  Each Option Agreement shall provide that the Option may not be exercised
earlier  than six months from the date of grant and shall  specify the effect of
termination  of employment on the  exercisability  of the Option.  Moreover,  an
Option  Agreement  may  provide  for a  "cashless  exercise"  of the  Option  by
establishing  procedures  whereby the  Holder,  by a  properly-executed  written
notice,  directs (i) an immediate market sale or margin loan respecting all or a
part of the shares of Common Stock to which he

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is entitled upon  exercise  pursuant to an extension of credit by the Company to
the Holder of the option price,  (ii) the delivery of the shares of Common Stock
from the  Company  directly to a  brokerage  firm and (iii) the  delivery of the
option price from sale or margin loan proceeds from the brokerage  firm directly
to the Company.  Such Option  Agreement  may also include,  without  limitation,
provisions  relating to (i) subject to the provisions  hereof  accelerating such
vesting on a Change of Control,  vesting of Options,  including a provision that
Options shall  continue to vest and remain  exercisable  for so long as a Holder
who terminates  employment  with the Company  remains an employee of any Company
subsidiary or affiliate of the Company,  (ii) tax matters (including  provisions
covering any applicable  employee wage  withholding  requirements  and requiring
additional  "gross-up"  payments  to Holders  to meet any excise  taxes or other
additional  income  tax  liability  imposed  as a result of a Change of  Control
payment  resulting from the operation of the Plan or of such Option  Agreement),
and (iii) any other matters not  inconsistent  with the terms and  provisions of
this  Plan  that  the  Compensation  Committee  shall  in  its  sole  discretion
determine. The terms and conditions of the respective Option Agreements need not
be identical.

         Section 7.04 Option  Price and  Payment.  The price at which a share of
Common Stock may be purchased  upon exercise of an Option shall be determined by
the Compensation  Committee,  but such purchase price (i) for options granted to
the chief  executive  officer  of the  Company  and the other  four most  highly
compensated  executive officers of the Company,  shall not be less than the Fair
Market Value of a share of Common Stock on the date such Option is granted,  and
(ii) shall be subject to  adjustment  as provided in Article VIII. An option may
not be granted at less than the Fair Market  Value of a share of Common Stock on
the date such  Option is to be granted if the sum of (i) the number of shares of
Common Stock which could be purchased  under such Option plus (ii) the number of
shares of Common Stock which could be purchased  under all other  Options  which
were granted  under the Plan  previously at less than the Fair Market Value of a
share of Common  Stock on the date of grant  would  exceed  five  percent of the
maximum number of Options then available for grant under the second  sentence of
Section 5.01.  The Option or portion  thereof may be exercised by delivery of an
irrevocable notice of exercise to the Company.  The purchase price of the Option
or  portion  thereof  shall  be paid in full  in the  manner  prescribed  by the
Compensation Committee.

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         Section 7.05  Shareholder  Rights and  Privileges.  The Holder shall be
entitled to all the privileges and rights of a shareholder  only with respect to
such  shares of Common  Stock as have been  purchased  under the  Option and for
which certificates of stock have been registered in the Holder's name.

         Section 7.06 Options in Substitution for Stock Options Granted by Other
Corporations.  Options  may be  granted  under  the  Plan  from  time to time in
substitution for stock options held by individuals  employed by corporations who
become  employees  as a result of a merger  or  consolidation  of the  employing
corporation  with the  Company  or any  subsidiary,  or the  acquisition  by the
Company or a  subsidiary  of the  assets of the  employing  corporation,  or the
acquisition by the Company or a subsidiary of stock of the employing corporation
with the result that such employing corporation becomes a subsidiary.

                                  ARTICLE VIII.

                       Recapitalization or Reorganization

         Section  8.01 Stock  Dividends,  etc.  The shares with respect to which
Options may be granted are shares of Common Stock as presently constituted,  but
if, and whenever,  prior to the expiration or exercise of an Option  theretofore
granted,  the Company shall effect a subdivision or  consolidation  of shares of
Common Stock or the payment of a stock dividend on Common Stock without  receipt
of  consideration  by the  Company,  the  number of shares of Common  Stock with
respect to which such Option may thereafter be exercised, (i) in the event of an
increase in the number of outstanding shares shall be proportionately increased,
and the purchase price per share shall be proportionately  reduced,  and (ii) in
the  event  of a  reduction  in  the  number  of  outstanding  shares  shall  be
proportionately   reduced,   and  the   purchase   price  per  share   shall  be
proportionately increased.

         Section  8.02  Recapitalizations.   If  the  Company  recapitalizes  or
otherwise  changes its capital  structure,  thereafter  upon any  exercise of an
Option  theretofore  granted the Holder shall be entitled to purchase under such
Option,  in lieu of the number of shares of Common  Stock  then  covered by such
Option,  the  number  and class of shares of stock and  securities  to which the
Holder would have been entitled pursuant to the terms of the recapitalization

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if, immediately prior to such  recapitalization,  the Holder had been the holder
of record of the number of shares of Common Stock then covered by such Option.

         Section  8.03 Change of  Control.  In the event of a Change of Control,
all  outstanding  Options  shall  immediately  vest and  become  exercisable  or
satisfiable,  as applicable.  The Compensation Committee, in its discretion, may
determine  that  upon  the  occurrence  of a  Change  of  Control,  each  Option
outstanding  hereunder shall terminate  within a specified  number of days after
notice to the Holder, and such Holder shall receive,  with respect to each share
of Common Stock subject to such Option, cash in an amount equal to the excess of
(i) the  higher  of (x) the Fair  Market  Value of such  share of  Common  Stock
immediately  prior to the  occurrence of such Change of Control or (y) the value
of the  consideration  to be received in connection  with such Change of Control
for one share of  Common  Stock  over (ii) the  exercise  price  per  share,  if
applicable,  of Common Stock set forth in such Option. The provisions  contained
in the preceding  sentence shall be inapplicable to an Option granted within six
(6) months  before the  occurrence  of a Change of Control if the Holder of such
Option is subject to the reporting requirements of Section 16(a) of the 1934 Act
and such  disposition  is not exempt under Rule 16b-3 but shall be applicable to
such Option after the  expiration  of six (6) months from the date of grant.  If
the  consideration  offered to  shareholders  of the Company in any  transaction
described  in  this  paragraph   consists  of  anything  other  than  cash,  the
Compensation  Committee  shall determine the fair cash equivalent of the portion
of the consideration  offered which is other than cash. The provisions contained
in this  paragraph  shall not  terminate  any  rights of the  Holder to  further
payments  pursuant to any other agreement with the Company following a Change of
Control.

         Section  8.04  Other  Adjustments.  In  the  event  of  changes  in the
outstanding  Common  Stock  by  reason  of  recapitalization,   reorganizations,
mergers,  consolidations,  combinations,  exchanges or other relevant changes in
capitalization  occurring  after  the date of the  grant of any  Option  and not
otherwise  provided for by this Article VIII,  any  outstanding  Options and any
agreements  evidencing  such  Options  shall be  subject  to  adjustment  by the
Compensation Committee at its discretion as to the number and price of shares of
Common Stock or other consideration subject to such Options.

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         Section 8.05 Impact of Plan.  The existence of the Plan and the Options
granted hereunder shall not affect in any way the right or power of the Board or
the   shareholders   of  the  Company  to  make  or  authorize  any  adjustment,
recapitalization,  reorganization  or  other  change  in the  Company's  capital
structure or its business, any merger or consolidation of the Company, any issue
of debt or equity  securities  ahead of or affecting  Common Stock or the rights
thereof,  the  dissolution  or  liquidation  of the Company or any sale,  lease,
exchange  or other  disposition  of all or any part of its assets or business or
any other corporate act or proceeding.

         Section  8.06  Shareholder  Action.  Any  adjustment  provided  for  in
Sections  8.01,  8.02,  8.03 and 8.04 above  shall be  subject  to any  required
shareholder action.

         Section 8.07 Other.  Except as  hereinbefore  expressly  provided,  the
issuance  by the  Company  of  shares  of  stock  of  any  class  or  securities
convertible  into  shares of stock of any class,  for cash,  property,  labor or
services, upon direct sale, upon the exercise of rights or warrants to subscribe
therefor, or upon conversion of shares or obligations of the Company convertible
into such shares or other  securities,  and in any case  whether or not for fair
value,  shall not affect, and no adjustment by reason thereof shall be made with
respect to the number of shares of Common Stock  subject to Options  theretofore
granted or the purchase price per share.


                                   ARTICLE IX.

                      Amendment and Termination of the Plan

         The Board in its  discretion  may  terminate  the Plan at any time with
respect to any shares for which Options have not theretofore  been granted.  The
Board shall have the right to alter or amend the Plan or any part  thereof  from
time to time;  provided that no change in any Option theretofore  granted may be
made which  would  impair the rights of the Holder  without  the  consent of the
Holder  (unless such change is required in order to cause the benefits under the
Plan to qualify as performance-based  compensation within the meaning of Section
162(m)  of the Code  and  applicable  interpretive  authority  thereunder),  and
provided, further, that the Board may not, without approval of the shareholders,
amend the Plan if such

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approval is required under applicable law or stock exchange rule or in order for
the Plan to continue to comply with Section 162(m) of the Code.


                                   ARTICLE X.

                                  Miscellaneous

         Section  10.01 No Right To An Option.  Neither the adoption of the Plan
by the Company nor any action of the Board or the  Compensation  Committee shall
be deemed to give an  employee  any right to be  granted  an Option to  purchase
Common Stock  except as may be evidenced by an Option or by an Option  Agreement
duly  executed on behalf of the Company,  and then only to the extent and on the
terms and conditions  expressly set forth  therein.  The Plan shall be unfunded.
The Company  shall not be required to establish  any special or separate fund or
to make any other  segregation  of funds or assets to assure the  payment of any
Option.

         Section 10.02 No Employment Rights Conferred.  Nothing contained in the
Plan shall (i) confer upon any employee  any right with respect to  continuation
of employment  with the Company or any  subsidiary or (ii)  interfere in any way
with  the  right  of the  Company  or any  subsidiary  to  terminate  his or her
employment (or service as a Director,  in accordance with  applicable  corporate
law) at any time.

         Section  10.03  Other  Laws;  Withholding.  The  Company  shall  not be
obligated to issue any Common  Stock  pursuant to any Option  granted  under the
Plan at any time when the shares covered by such Award have not been  registered
under the Securities Act of 1933 and such other state and federal laws, rules or
regulations as the Company or the  Compensation  Committee deems applicable and,
in the opinion of legal counsel for the Company,  there is no exemption from the
registration  requirements of such laws, rules or regulations  available for the
issuance and sale of such shares.  No fractional shares of Common Stock shall be
delivered,  nor shall any cash in lieu of fractional shares be paid. The Company
shall have the right to deduct in cash (whether under this Plan or otherwise) in
connection  with all  Options any taxes  required  by law to be withheld  and to
require  any  payments   required  to  enable  it  to  satisfy  its  withholding
obligations. In the case of any Option

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satisfied  in the form of Common  Stock,  no shares  shall be issued  unless and
until  arrangements  satisfactory to the Company shall have been made to satisfy
any withholding tax obligations  applicable with respect to such Option. Subject
to such terms and  conditions  as the  Compensation  Committee  may impose,  the
Company  shall  have the right to retain,  or the  Compensation  Committee  may,
subject  to such terms and  conditions  as it may  establish  from time to time,
permit Holders to elect to tender Common Stock (including  Common Stock issuable
in respect of an Option) to satisfy, in whole or in part, the amount required to
be withheld.

         Section 10.04 No Restriction on Corporate Action.  Nothing contained in
the Plan shall be construed to prevent the Company or any subsidiary from taking
any  corporate  action which is deemed by the Company or such  subsidiary  to be
appropriate  or in its best  interest,  whether or not such action would have an
adverse  effect on the Plan or any Option  granted  under the Plan. No employee,
beneficiary  or other  person  shall have any claim  against  the Company or any
subsidiary as a result of any such action.

         Section  10.05  Restrictions  on  Transfer.  An  Option  shall  not  be
transferable except (i) by will or the laws of descent and distribution, or (ii)
by gift  to any  member  of the  Holder's  immediate  family,  to a  partnership
consisting  only of members of the Holder's  immediate  family or to a trust for
the benefit of such immediate family member or to such other persons or entities
as the Compensation Committee determines in its discretion,  if permitted in the
applicable Option Agreement. An option may be exercisable during the lifetime of
the Holder only by such Holder or the Holder's guardian or legal  representative
unless it has been transferred to a member of the Holder's  immediate family, to
a partnership  consisting only of members of the Holder's immediate family or to
a trust for the benefit of such immediate family member,  in which case it shall
be exercisable  only by such  transferee.  For the purpose of this provision,  a
Holder's  "immediate  family"  shall  mean the  Holder's  spouse,  children  and
grandchildren. Notwithstanding any such transfer, the Holder will continue to be
subject to the withholding requirements provided for in Section 10.03 hereof.

         Section 10.06 Section 162(m). It is intended that the Plan comply fully
with and meet all the requirements of Section 162(m) of the Code so that Options
granted hereunder with an exercise


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price not less than Fair Market  Value of a share of Common Stock on the date of
grant shall constitute  "performance-based"  compensation  within the meaning of
such section.  If any provision of the Plan would  disqualify  the Plan or would
not otherwise permit the Plan to comply with Section 162(m) as so intended, such
provision shall be construed or deemed amended to conform to the requirements or
provisions of Section  162(m);  provided that no such  construction or amendment
shall have an  adverse  effect on the  economic  value to a Holder of any Option
previously granted hereunder.

         Section 10.07 Governing Law. This Plan shall be construed in
accordance with the laws of the State of Indiana.



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