Exhibit 3.2









                              AMENDED AND RESTATED
                             BYLAWS OF CONSECO, INC.


                           Effective February 7, 2002



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                                TABLE OF CONTENTS
                                -----------------
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                                                                                                                PAGE
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<S>      <C>                                                                                                      <C>
ARTICLE 1 - Shares.................................................................................................1

         Section 1.1.  Certificate for Shares......................................................................1
         Section 1.2.  Transfer of Shares..........................................................................1
         Section 1.3.  Regulations.................................................................................1
         Section 1.4.  Lost, Stolen or Destroyed Certificates......................................................2
         Section 1.5.  Redemption of Shares Acquired in Control Share Acquisitions.................................2

ARTICLE 2 - Shareholders...........................................................................................2

         Section 2.1.  Place of Meetings...........................................................................2
         Section 2.2.  Annual Meetings.............................................................................2
         Section 2.3.  Special Meetings............................................................................3
         Section 2.4.  Notice of Meeting...........................................................................3
         Section 2.5.  Addresses of Shareholders...................................................................3
         Section 2.6.  Quorum......................................................................................3
         Section 2.7.  Voting......................................................................................3
         Section 2.8.  Voting Lists................................................................................4
         Section 2.9.  Fixing of Record Date.......................................................................4
         Section 2.10. Organization................................................................................4
         Section 2.11. Shareholder Proposals and Board Nominations.................................................4

ARTICLE 3- Board of Directors......................................................................................6

         Section 3.1.  Number, Election and Term of Office.........................................................6
         Section 3.2.  Vacancies...................................................................................6
         Section 3.3.  Quorum; Action..............................................................................7
         Section 3.4.  Action by Consent...........................................................................7
         Section 3.5.  Telephonic Meetings.........................................................................7
         Section 3.6.  Attendance and Failure to Object or Abstain.................................................7
         Section 3.7.  Annual Meeting..............................................................................7
         Section 3.8.  Regular Meetings............................................................................8
         Section 3.9.  Special Meetings............................................................................8
         Section 3.10. Place of Meeting............................................................................8
         Section 3.11. Compensation of Directors...................................................................8


                                       i
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                          TABLE OF CONTENTS (continued)
                          -----------------------------

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ARTICLE 4 - Committees.............................................................................................8

         Section 4.1.  Committees..................................................................................8
         Section 4.2.  Quorum and Manner of Acting.................................................................8
         Section 4.3.  Committee Chairman, Books and Records, Etc..................................................8
         Section 4.4.  Executive Committee.........................................................................9
         Section 4.5.  Compensation Committee......................................................................9
         Section 4.6.  Audit Committee.............................................................................9

ARTICLE 5 - Officers...............................................................................................9

         Section 5.1.  Officers, General Authority and Duties......................................................9
         Section 5.2.  Election, Term of Office, Qualifications...................................................10
         Section 5.3.  Other Officers, Elections or Appointment...................................................10
         Section 5.4.  Resignation................................................................................10
         Section 5.5.  Removal....................................................................................10
         Section 5.6.  Vacancies..................................................................................10
         Section 5.7.  The Chairman of the Board..................................................................10
         Section 5.8.  The President..............................................................................10
         Section 5.9.  The Vice Presidents........................................................................11
         Section 5.10. Second or Assistant Vice Presidents........................................................11
         Section 5.11. The Secretary..............................................................................11
         Section 5.12. The Assistant Secretaries..................................................................12
         Section 5.13. The Treasurer..............................................................................12
         Section 5.14. The Assistant Treasurers...................................................................12
         Section 5.15. The Chief Accounting Officer...............................................................12
         Section 5.16. Salaries...................................................................................13

ARTICLE 6 - Corporate Instruments, Loans and Funds................................................................13

         Section 6.1.  Execution of Instruments Generally.........................................................13
         Section 6.2.  Execution and Endorsement of Negotiable Instruments........................................13
         Section 6.3.  Opening of Bank Accounts...................................................................13
         Section 6.4.  Voting of Stock Owned by Corporation.......................................................14






                                       ii

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                          TABLE OF COTENTS (continued)
                          ----------------------------

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ARTICLE 7 - Indemnification.......................................................................................14

         Section 7.1.  Indemnification of Officers, Directors and Other Eligible Persons..........................14
         Section 7.2.  Definition of Claim........................................................................15
         Section 7.3.  Definition of Eligible Person..............................................................15
         Section 7.4.  Definitions of Liability and Expense.......................................................15
         Section 7.5.  Definition of Wholly Successful............................................................15
         Section 7.6.  Definition of Change of Control............................................................16
         Section 7.7.  Procedure for Determination of Entitlement to Indemnification..............................16
         Section 7.8.  Application to Court for Determination.....................................................17
         Section 7.9.  Nonexclusivity.............................................................................17
         Section 7.10. Advancement of Expenses....................................................................17
         Section 7.11. Insurance, Contracts and Funding...........................................................18
         Section 7.12. Nature of Provisions.......................................................................18
         Section 7.13. Applicability of Provisions................................................................18

ARTICLE 8 - Miscellaneous.........................................................................................18

         Section 8.1.  Amendments.................................................................................18
         Section 8.2.  Seal.......................................................................................18
         Section 8.3.  Fiscal Year................................................................................18

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                                       iii


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                                    ARTICLE 1
                                    ---------

                                     Shares
                                     ------

         Section 1.1. Certificate for Shares. Shares of the Corporation may be
issued in book-entry form or evidenced by certificates. However, unless
otherwise specified in the provisions of the Articles of Incorporation relating
to the class of shares, every holder of shares of the Corporation shall be
entitled upon request to have a certificate evidencing the shares owned by the
shareholder, signed in the name of the Corporation by the Chairman of the Board,
the President or a Vice President and the Secretary or an Assistant Secretary,
certifying the number of shares owned by the shareholder in the Corporation. The
signatures of the Chairman of the Board, the President, Vice President,
Secretary and Assistant Secretary, the signature of the transfer agent and
registrar, and the seal of the Corporation may be facsimiles. In case any
officer or employee who shall have signed, or whose facsimile signature or
signatures shall have been used on, any certificate shall cease to be an officer
or employee of the Corporation before the certificate shall have been issued and
delivered by the Corporation, the certificate may nevertheless be adopted by the
Corporation and be issued and delivered as though the person or persons who
signed the certificate or whose facsimile signature or signatures have been used
thereon had not ceased to be such officer or employee of the Corporation; and
the issuance and delivery by the Corporation of any such certificate shall
constitute an adoption thereof.

         Subject to the foregoing provisions, certificates representing shares
of the Corporation shall be in such form as shall be approved by the Board of
Directors. There shall be entered upon the stock books of the Corporation at the
time of the issuance or transfer of each share the number of the certificate
representing such share (if any), the name of the person owning the shares
represented thereby, the class of such share and the date of the issuance or
transfer thereof.

         Section 1.2. Transfer of Shares. Shares of the Corporation shall be
transferable only on the books of the Corporation and if the shares are
evidenced by certificates, upon surrender of the certificate or certificates
representing the same properly endorsed by the registered holder or by his or
her duly authorized attorney, such endorsement or endorsements to be witnessed
by one witness. The requirement for such witnessing may be waived in writing
upon the form of endorsement by the Chairman of the Board, the President, a Vice
President or the Secretary of the Corporation.

         The Corporation and its transfer agents and registrars shall be
entitled to treat the holder of record of any shares the absolute owner thereof
for all purposes, and accordingly shall not be bound to recognize any legal,
equitable or other claim to or interest in such shares on the part of any other
person whether or not it or they shall have express or other notice thereof,
except as otherwise expressly provided by statute. Shareholders shall notify the
Corporation in writing of any changes in their addresses from time to time.

         Section 1.3. Regulations. Subject to the provisions of this Article 1
the Board of Directors may make such rules and regulations as it may deem
expedient concerning the issuance, transfer and regulation of certificates for
shares or book-entry shares of the Corporation.

                                       1
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         Section 1.4. Lost, Stolen or Destroyed Certificates. The Corporation
may issue a new certificate for shares of the Corporation in the place of any
certificate theretofore issued and alleged to have been lost, stolen or
destroyed, but the Board of Directors may require the owner of such lost, stolen
or destroyed certificate, or such holder's legal representative, to furnish
affidavit as to such loss, theft, or destruction, and to give a bond in such
form and substance, and with such surety or sureties, with fixed or open
penalty, as it may direct, to indemnify the Corporation and its transfer agents
and registrars against any claim that may be made on account of the alleged
loss, theft or destruction of such certificate or the issuance of such new
certificate.

         Section 1.5. Redemption of Shares Acquired in Control Share
Acquisitions. Any or all control shares acquired in a control share acquisition
shall be subject to Corporation's right to redeem, if either:

         (a) No acquiring person statement has been filed with the Corporation
with respect to the control share acquisition; or

         (b) The control shares are not accorded full voting rights by the
Corporation's shareholders as provided in IC 23-1-42-9.

         A redemption pursuant to Section 1.5(a) may be made at any time during
the period ending sixty (60) days after the date of the last acquisition of
control shares by the acquiring person. A redemption pursuant to Section 1.5(b)
may be made at any time during the period ending two (2) years after the date of
the shareholder vote with respect to the voting rights of the control shares in
question. Any redemption pursuant to this Section 1.5 shall be made at the fair
value of the control shares and pursuant to such procedures for the redemption
as may be set forth in these Bylaws or adopted by resolution of the Board of
Directors.

         As used in this Section 1.5, the terms "control shares," "control share
acquisition," "acquiring person statement" and "acquiring person" shall have the
meanings ascribed to them in IC 23-1-42.

                                    ARTICLE 2
                                    ---------

                                  Shareholders
                                  ------------

         Section 2.1. Place of Meetings. Meetings of shareholders of the
Corporation shall be held at the place within or without the State of Indiana,
specified in the notices for such meetings.

         Section 2.2. Annual Meetings. The annual meeting of the shareholders of
the Corporation for the election of directors and for the transaction of such
other business as properly may come before the meeting shall be held prior to
June 30 of each year on such date as the Board of Directors shall determine by
resolution. The failure to hold an annual meeting in any year shall not affect
otherwise valid corporate acts or work any forfeiture or a dissolution of the
Corporation.


                                       2
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         Section 2.3. Special Meetings. Special meetings of shareholders of the
Corporation may be called by the Board of Directors, the Chairman of the Board
or the President. The business transacted at a special meeting of shareholders
shall be limited to the purpose or purposes specified in the notice for such
meeting.

         Section 2.4. Notice of Meeting. A written or printed notice, stating
the place, day and hour of the meeting, and in case of a special meeting, the
purpose or purposes for which the meeting is called, shall be delivered or
mailed by the Secretary of the Corporation, or by the officers or persons
calling the meeting, to each shareholder of record entitled to vote on the
business proposed to be transacted at such meeting, at such address as appears
upon the records of the Corporation, at least ten (10) days, and not more than
sixty (60) days, before the date of the meeting. Notice of any such meeting may
be waived in writing by any shareholder before or after the meeting. Attendance
at any meeting in person, or by proxy when the instrument of proxy sets forth in
reasonable detail the purpose or purposes for which the meeting is called, shall
constitute a waiver of notice of such meeting. Notice of any adjourned meeting
of the shareholders of the Corporation shall not be required to be given unless
required by statute.

         Section 2.5. Addresses of Shareholders. The address of any shareholder
appearing upon the records of the Corporation shall be deemed to be the same
address as the latest address of such shareholder appearing on the records
maintained by the transfer agent for the class of shares held by such
shareholder.

         Section 2.6. Quorum. At any meeting of the shareholders a majority of
the outstanding shares entitled to vote on a matter at such meeting, represented
in person or by proxy, shall constitute a quorum for action on that matter. In
the absence of a quorum, the holders of a majority of the shares entitled to
vote present in person or by proxy, or, if no shareholder entitled to vote is
present in person or by proxy, any officer entitled to preside at or act as
Secretary of such meeting, may adjourn such meeting from time to time, until a
quorum shall be present. At any such adjourned meeting at which a quorum may be
present any business may be transacted which might have been transacted at the
meeting as originally called.

         Section 2.7. Voting. Except as otherwise provided by statute or by the
Articles of Incorporation, at each meeting of the shareholders each holder of
shares entitled to vote shall have the right to one vote for each share standing
in the shareholder's name on the books of the Corporation on the record date
fixed for the meeting under Section 2.9. Each shareholder entitled to vote shall
be entitled to vote in person or by proxy executed in writing (which shall
include telegraphing, cabling, facsimile, or electronic transmission) by the
shareholder or a duly authorized attorney in fact. The vote of shareholders
approving any matter to which the Articles of Incorporation, or any applicable
statute, specifies a different percentage of affirmative vote shall require such
percentage of affirmative vote. All other matters, except the election of
directors, shall require that the votes cast in favor of the matter exceed the
votes cast opposing the matter at a meeting at which a quorum is present. In the
event that the Articles of Incorporation or any applicable statute shall require
one or more classes of shares to vote as a separate voting class, the vote of
each class shall be considered and decided separately.

                                       3
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         Section 2.8. Voting Lists. The Secretary shall make or cause to be made
after a record date for a meeting of shareholders has been fixed under Section
2.9 and at least five (5) business days before such meeting, a complete list of
the shareholders entitled to vote at such meeting, arranged in alphabetical
order, with the address of each such shareholder and the number of shares so
entitled to vote held by each which list shall be on file at the principal
office of the Corporation and subject to inspection by any shareholder entitled
to vote at the meeting. Such list shall be produced and kept open at the time
and place of the meeting and subject to the inspection of any such shareholder
during the holding of such meeting or any adjournment. Except as otherwise
required by law, such list shall be the only evidence as to who are the
shareholders entitled to vote at any meeting of the shareholders. In the event
that more than one group of shares is entitled to vote as a separate voting
group at the meeting, there shall be a separate listing of the shareholders of
each group.

         Section 2.9. Fixing of Record Date. For the purpose of determining
shareholders entitled to notice of or to vote at any meeting of shareholders or
any adjournment thereof, or entitled to receive payment of any dividend, or in
order to make a determination of the shareholders for any other proper purpose,
the Board of Directors shall fix in advance a date as the record date for any
such determination of shareholders, not more than seventy (70) days prior to the
date on which the particular action requiring this determination of shareholders
is to be taken. When a determination of shareholders entitled to vote at any
meeting of shareholders has been made as provided in this section, the
determination shall, to the extent permitted by law, apply to any adjournment
thereof.

         Section 2.10. Organization. Meetings of shareholders shall be presided
over by the Chairman of the Board, or in his or her absence, by the President,
or in his or her absence, by a chairman designated by the Board of Directors, or
in the absence of such designation by a chairman chosen at the meeting. The
Secretary shall act as secretary of the meeting, but in his or her absence, the
chairman of the meeting may appoint any person or act as secretary of the
meeting.

         Section 2.11. Shareholder Proposals and Board Nominations.

         (a) At any annual meeting of the Corporation's shareholders, only such
business shall be conducted as shall have been properly brought before the
meeting. To be properly brought before an annual meeting, business must be (i)
specified in the notice of meeting (or any supplement thereto) given by or at
the direction of the Board of Directors, (ii) otherwise properly brought before
the meeting by or at the direction of the Board of Directors, or (iii) otherwise
properly brought before the meeting by a shareholder in accordance with these
Bylaws. Business may be properly brought before an annual meeting by a
shareholder only if written notice of the shareholder's intent to propose such
business has been delivered, either by personal delivery, United States mail,
first class postage prepaid, or other similar means, to the Secretary of the
Corporation not later than one hundred twenty (120) calendar days in advance of
the anniversary date of the release of the Corporation's proxy statement to
shareholders in connection with the preceding year's annual meeting of
shareholders, except that if no annual meeting was held in the previous year or
the date of the annual meeting has been changed by more than thirty (30)
calendar days from the anniversary of the annual meeting date stated in the
previous year's proxy statement, a shareholder proposal shall be received by the
Corporation not later than the tenth day

                                       4
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following the day on which public announcement (as defined below) of the date of
such meeting is first made. For the purposes of this Section, "public
announcement" shall mean disclosure in a press release reported by the Dow Jones
News Service, Associated Press or comparable national news service or in a
document publicly filed by the Corporation with the Securities and Exchange
Commission pursuant to Sections 13, 14 or 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"). In addition to the provisions of this
paragraph, a shareholder shall also comply with all applicable requirements of
the Exchange Act and the rules and regulations thereunder with respect to the
matters set forth herein. Nothing in these By-laws shall be deemed to affect any
rights of the shareholders to request inclusion of proposals in the
Corporation's proxy statement pursuant to Rule 14a-8 under the Exchange Act or
any successor provision.

         (b) Each notice of new business must set forth: (i) the name and
address of the shareholder who intends to raise the new business; (ii) the
business desired to be brought forth at the meeting and the reasons for
conducting such business at the meeting; (iii) a representation that the
shareholder is a holder of record of shares of the Corporation entitled to vote
with respect to such business and intends to appear in person or by proxy at the
meeting to move the consideration of such business; (iv) such shareholder's
total beneficial ownership of the Corporation's voting shares; and (v) such
shareholder's interest in such business. The chairman of the meeting may refuse
to acknowledge a motion to consider any business that he or she determines was
not made in compliance with the foregoing procedures.

         (c) An adjourned meeting, if notice of the adjourned meeting is not
required to be given to shareholders, shall be regarded as a continuation of the
original meeting, and any notice of new business must have met the foregoing
requirements as of the date of the original meeting. In the event of an
adjourned meeting where notice of the adjourned meeting is required to be given
to shareholders, any notice of new business made by a shareholder with respect
to the adjourned meeting must meet the foregoing requirements based upon the
date on which notice of the date of the adjourned meeting was given.

         (d) Nominations for the election of directors may be made by the Board
of Directors or a committee appointed by the Board of Directors or by any
shareholder entitled to vote in the election of directors generally. However,
any shareholder entitled to vote in the election of directors may nominate one
or more person for election as director(s) at a meeting only if written notice
of such shareholder's intent to make such nomination or nominations has been
delivered, either by personal delivery, United States mail, first class postage
prepaid, or other similar means, to the Secretary of the Corporation not later
than (i) with respect to an election to be held at an annual meeting of
shareholders, one hundred twenty (120) calendar days in advance of the
anniversary date of the release of the Corporation's proxy statement to
shareholders in connection with the preceding year's annual meeting of
shareholders, except that if no annual meeting was held in the previous year or
the date of the annual meeting has been changed by more than thirty (30)
calendar days from the anniversary of the annual meeting date stated in the
previous year's proxy statement, a nominee proposal shall be received by the
Corporation not later than the close of business on the tenth day following the
date on which public announcement of the date of such meeting is first made and
(ii) with respect to an election to be held at a special meeting of shareholders
for the election of directors, the close of business on the tenth day following
the date on which public announcement of the date of such meeting is first made.

                                       5

<PAGE>


         (e) Each such notice shall set forth: (i) the name and address of the
shareholder who intends to make the nomination and of the person or persons to
be nominated; (ii) a representation that the shareholder is a holder of record
of shares of the Corporation entitled to vote at such meeting to nominate the
person or persons specified in the notice; (iii) a description of all
relationships, arrangements or understandings between the shareholder and each
nominee and any other person or persons (naming such person or persons) pursuant
to which the nomination or nominations are to be made by the shareholder; (iv)
such other information regarding each nominee proposed by such shareholder as
would be required to be included in a proxy statement filed pursuant to the
proxy rules of the Securities and Exchange Commission had the nominee been
nominated, or intended to be nominated, by the Board of Directors; and (v) the
consent of each nominee to serve as a director of the Corporation if so elected.
The chairman of the meeting may determine and declare to the meeting that a
nomination was not made in compliance with the foregoing procedures in which
case the nomination shall be disregarded.


                                    ARTICLE 3
                                    ---------

                               Board of Directors
                               ------------------

         Section 3.1. Number, Election and Term of Office. The business of the
Corporation shall be managed by a Board of Directors consisting of eleven (11)
members, which number may be increased or diminished by not less than a majority
of the Directors then in office; provided that the number may not be increased
to more than fourteen (14) and may not be diminished below five (5) and no
reduction in number shall have the effect of shortening the term of any
incumbent Director. Directors need not be shareholders of the Corporation.
Except as otherwise provided by law, the Articles of Incorporation or by these
Bylaws, the Directors of the Corporation shall be elected at the annual meeting
of shareholders in each year by a plurality of the votes cast by shareholders
entitled to vote in the election at the meeting, provided a quorum is present.
The Board of Directors shall be divided into three classes, as nearly equal in
number as the then total number of Directors constituting the whole Board
permits, with the term of office of one class expiring each year.

         At each annual meeting of shareholders the successors to the class of
Directors whose term shall then expire shall be elected and each Director so
elected shall hold office until such Director's successor is elected and
qualified, or until his or her earlier resignation or removal. If the number of
Directors is changed, any increase or decrease in the number of Directors shall
be apportioned among the three classes so as to make all classes as nearly equal
in number as possible. Notwithstanding the foregoing, whenever holders of any
Preferred Stock, or any series thereof, shall be entitled, voting separately as
a class, to elect any Directors, all Directors so elected shall be allocated,
each time they are so elected, to the class whose term expires at the next
succeeding annual meeting of shareholders and the terms of all Directors so
elected by such holders shall expire at the next succeeding annual meeting of
shareholders, in each case except to the extent otherwise provided in the
Articles of Incorporation.

         Section 3.2. Vacancies. Except as may be otherwise provided in the
Articles of Incorporation, any vacancy which may occur in the Board of Directors
caused by resignation, death or other incapacity, or increase in the number of
Directors shall be filled by a majority vote

                                       6
<PAGE>

of the remaining members of the Board of Directors. Each replacement or new
Director shall serve for the balance of the term of the class of the Director he
or she succeeds or, in the event of an increase in the number of directors, of
the class to which he or she is assigned.

         Section 3.3. Quorum; Action. A majority of the actual number of
Directors elected and qualified, from time to time, shall be necessary to
constitute a quorum for the transaction of any business, except for any matters
which the Articles of Incorporation, these Bylaws or any applicable statute
specifies may be approved by a lesser number. If a quorum is present when a vote
is taken, the affirmative vote of a majority of the Directors present is the act
of the Board of Directors, unless the Articles of Incorporation or these Bylaws
provide otherwise.

         Section 3.4. Action by Consent. Any action required or permitted to be
taken at any meeting of the Board of Directors may be taken without a meeting,
if taken by all members of the Board of Directors, as the case may be, evidenced
by one or more written consents signed by all such members and effective on the
date, either prior or subsequent to the date of the consent, specified in the
written consent, or if no effective date is specified in the written consent,
the date on which the consent is filed with the minutes of proceedings of the
Board of Directors.

         Section 3.5. Telephonic Meetings. Directors, or any committee of
Directors designated by the Board of Directors, may participate in a meeting of
the Board of Directors or such committee by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other, and participation in a meeting pursuant to this
Section 3.5 shall constitute presence in person at such meeting.

         Section 3.6. Attendance and Failure to Object or Abstain. A Director
who is present at a meeting of the Board of Directors or a committee of the
Board of Directors when corporate action is taken is deemed to have assented to
the action taken unless:

         (a) The Director objects at the beginning of the meeting (or promptly
upon the Director's arrival) to holding it or transacting business at the
meeting;

         (b) The Director's dissent or abstention from the action taken is
entered in the minutes of the meeting; or

         (c) The Director delivers written notice of the Director's dissent or
abstention to the presiding officer of the meeting before its adjournment or to
the Secretary of the Corporation immediately after adjournment of the meeting.
The right of dissent or abstention is not available to a Director who votes in
favor of the action taken.

         Section 3.7. Annual Meeting. Unless otherwise provided by resolution of
the Board of Directors, the Board of Directors shall meet each year immediately
after the annual meeting of the shareholders, at the place where such meeting of
the shareholders has been held, for the purpose of appointment of committees,
election of officers, and consideration of any other business that may properly
be brought before the meeting. No notice of any kind to either old or new
members of the Board of Directors for such annual meeting shall be necessary.

                                       7
<PAGE>


         Section 3.8. Regular Meetings. Regular meetings of the Board of
Directors may be held without any notice whatever at such places and times, as
may be fixed from time to time by resolution of the Board of Directors.

         Section 3.9. Special Meetings. Special meetings of the Board of
Directors may be called at any time by the Chairman of the Board or the
President, and shall be called on the written request of any two Directors.
Notice of the date, time and place of such a special meeting shall be sent by
the Secretary or an Assistant Secretary to each Director at his or her residence
or usual place of business by letter, telegram or facsimile, at such time that,
in regular course, such notice would reach such place not later than during the
day immediately preceding the day for such meeting; or may be delivered by the
Secretary or an Assistant Secretary to a Director personally at any time during
such preceding day. The notice need not describe the purpose of the special
meeting. In lieu of such notice, a Director may sign a written waiver of notice
either before the time of the meeting, at the time of the meeting, or after the
time of the meeting.

         Any meeting of the Board of Directors for which notice is required
shall be a legal meeting, without notice thereof having been given, if all the
Directors, who do not waive notice thereof in writing, shall be present in
person.

         Section 3.10. Place of Meeting. The Directors may hold their meetings,
within and without the State of Indiana.

         Section 3.11. Compensation of Directors. The Board of Directors is
empowered and authorized to fix and determine the compensation of Directors for
attendance at meetings of the Board and additional compensation for such
additional services any of such Directors may perform for the Corporation.

                                    ARTICLE 4
                                    ---------

                                   Committees
                                   ----------

         Section 4.1. Committees. The Board of Directors may from time to time,
in its discretion, by resolution passed by a majority of the entire Board of
Directors, designate committees of the Board of Directors consisting of such
number of directors as the Board of Directors shall determine, which shall have
and may exercise such lawfully delegable powers and duties of the Board of
Directors as shall be conferred or authorized by such resolution. The Board of
Directors shall have the power to change at any time the members of any such
committee, to fill vacancies and to dissolve any such committee.

         Section 4.2. Quorum and Manner of Acting. A majority of the members of
any committee of the Board of Directors shall constitute a quorum for the
transaction of business at any meeting of such committee, and the act of a
majority of the members present at any meeting at which a quorum is present
shall be the act of such committee.

         Section 4.3. Committee Chairman, Books and Records, Etc. The chairman
of each committee of the Board of Directors shall be selected from among the
members of such committee by the Board of Directors. Each committee shall keep a
record of its acts and proceedings, and all actions of each committee shall be
reported to the Board of Directors when

                                       8

<PAGE>

required. Except to the extent inconsistent with the resolutions of the Board of
Directors creating a committee, the provisions of these Bylaws concerning
meetings of the Board of Directors, actions without meetings, notice and waiver
of notice and telephonic participation apply to each committee.

         Section 4.4. Executive Committee. Two or more Directors of the
Corporation shall be appointed by the Board of Directors to act as an Executive
Committee. The Executive Committee shall have and exercise all power and
authority of the Board of Directors in the management of the Corporation to the
fullest extent permitted by statute.

         Section 4.5. Compensation Committee. Two or more Directors of the
Corporation shall be appointed by the Board of Directors to act as a
Compensation Committee, each of whom shall be a director who is not an employee
of the Corporation or any subsidiary thereof. The Compensation Committee shall
have the power and authority to set the compensation of the officers of the
Corporation and to act with respect to the compensation, option and other
benefit plans of the Corporation.

         Section 4.6. Audit Committee. Two or more Directors of the Corporation
shall be appointed by the Board of Directors to act as an Audit Committee, each
of whom shall be a director who is not an employee of the Corporation or any
subsidiary thereof. The Audit Committee shall have general oversight
responsibility with respect to the Corporation's accounting and financial
reporting activities, including meeting with the Corporation's independent
auditors and its chief financial and accounting officers to review the scope,
cost and results of the independent audit and to review internal accounting
controls, policies and procedures. The Audit Committee also shall make
recommendations to the Board of Directors as to the selection of independent
auditors. In addition, the Audit Committee shall oversee the compliance programs
of the Corporation and its subsidiaries where such oversight is delegated to the
Audit Committee by either the Board of Directors or embodied in an agreement
executed by the Corporation or the applicable subsidiary. In undertaking the
foregoing responsibilities, the Audit Committee shall have unrestricted access,
if necessary, to the Corporation's personnel and documents and shall be provided
with the resources and assistance necessary to discharge its responsibilities,
including periodic reports from management assessing the impact of regulation,
accounting, and reporting of other significant matters that may affect the
Corporation.

                                    ARTICLE 5
                                    ---------

                                    Officers
                                    --------

         Section 5.1. Officers, General Authority and Duties. The officers of
the Corporation shall be a Chairman of the Board, a President, one (1) or more
Vice Presidents, a Secretary, a Treasurer, a Chief Accounting Officer, and such
other officers as may be elected or appointed in accordance with the provisions
of Section 5.3. One (1) or more of the Vice Presidents may be designated by the
Board to serve as an Executive Vice President. Any two (2) or more offices may
be held by the same person. All officers and agents of the Corporation, as
between themselves and the Corporation, shall have such authority and perform
such duties in the management of the Corporation as may be provided in these
Bylaws or as may be determined by resolution of the Board of Directors not
inconsistent with these Bylaws.

                                       9

<PAGE>

         Section 5.2. Election, Term of Office, Qualifications. Each officer
(except such officers as may be appointed in accordance with the provisions of
Section 5.3) shall be elected by the Board of Directors. Each such officer
(whether elected at an annual meeting of the Board of Directors or to fill a
vacancy or otherwise) shall hold office until the officer's successor is chosen
and qualified, or until death, or until the officer shall resign in the manner
provided in Section 5.4 or be removed in the manner provided in Section 5.5. The
Chairman of the Board shall be chosen from among the Directors. Any other
officer may but need not be a Director of the Corporation. Election or
appointment of an officer shall not of itself create contract rights.

         Section 5.3. Other Officers, Election or Appointment. The Board of
Directors from time to time may elect such other officers or agents (including
one or more Second or Assistant Vice Presidents, one or more Assistant
Secretaries and one or more Assistant Treasurers) as it may deem necessary or
advisable. The Board of Directors may delegate to any officer the power to
appoint any such officers or agents and to prescribe their respective terms of
office, powers and duties.

         Section 5.4. Resignation. Any officer may resign at any time by giving
written notice of such resignation to the Board of Directors, the Chairman of
the Board, the President or the Secretary of the Corporation. Unless otherwise
specified in such written notice, such resignation shall take effect upon
receipt thereof and unless otherwise specified in it, the acceptance of the
resignation shall not be necessary to make it effective.

         Section 5.5. Removal. The officers specifically designated in Section
5.1 may be removed, either for or without cause, at any meeting of the Board of
Directors called for such purpose, by the vote of a majority of the actual
number of Directors elected and qualified. The officers and agents elected or
appointed in accordance with the provisions of Section 5.3 may be removed,
either for or without cause, at any meeting of the Board of Directors at which a
quorum be present, by the vote of a majority of the Directors present at such
meeting, by any superior officer upon whom such power of removal shall have been
conferred by the Board of Directors, or by any officer to whom the power to
appoint such officer has been delegated by the Board of Directors pursuant to
Section 5.3. Any removal shall be without prejudice to the contract rights, if
any, of the person so removed.

         Section 5.6. Vacancies. A vacancy in any office by reason of death,
resignation, removal, disqualification or any other cause, may be filled by the
Board of Directors or by an officer authorized under Section 5.3 to appoint to
such office.

         Section 5.7. The Chairman of the Board. The Chairman of the Board, who
shall be chosen from among the Directors, shall have general supervision and
direction over the business and affairs of the Corporation and shall exercise
executive management of the day-to-day operations of the Corporation, subject
however to the control of the Board of Directors, shall preside at all meetings
of the Board of Directors and the shareholders, and shall perform such other
duties as, from time to time, may be assigned to him or her by the Board of
Directors. The Chairman of the Board shall be the Chief Executive Officer.

         Section 5.8. The President. The President shall perform all the duties
ordinarily connected with the office of President and shall perform such other
duties as, from time to time, may be assigned to him or her by the Board of
Directors. In the case of the absence or inability

                                       10

<PAGE>

to act of the Chairman of the Board, the President shall perform the duties of
the Chairman of the Board, and, when so acting, shall have all the powers of the
Chairman of the Board.

         Section 5.9. The Vice Presidents. Each Vice President shall have such
powers and perform such duties as the Board of Directors may from time to time
prescribe or as the Chairman of the Board or the President may from time to time
delegate to him or her. The Board of Directors may designate certain Vice
Presidents as being in charge of designated divisions or functions of the
Corporation's business and add appropriate descriptions to their titles. At the
request of the President, any Executive Vice President may, in the case of the
absence or inability to act of the President, temporarily act in such officer's
place, and, when so acting, shall have all the powers of the President. In the
case of the death of the President, or in the case of his or her absence or
inability to act without having designated an Executive Vice President to act
temporarily in his or her place, the Executive Vice President so to perform the
duties of the President shall be designated by the Board of Directors.

         Section 5.10. Second or Assistant Vice Presidents. Each Second or
Assistant Vice President (if one or more Second or Assistant Vice Presidents be
elected or appointed) shall perform such other duties as are from time to time
delegated to him or her by the Chairman of the Board, the President, a Vice
President, or the Board of Directors. At the request of one of the Vice
Presidents, or in his or her absence or inability to act, a Second or Assistant
Vice President designated by the Vice President shall perform the duties of such
Vice President, and when so acting shall have all the powers of the Vice
President. In the case of the death of a Vice President, or in the case of his
or her absence or inability to act without having designated a Second or
Assistant Vice President to act temporarily in his or her place, the Second or
Assistant Vice President so to perform the duties of the Vice President shall be
designated by the Board of Directors, the Chairman of the Board or the
President.

         Section 5.11. The Secretary. The Secretary shall:

         (a) record all the proceedings of the meetings of the shareholders and
of the Board of Directors in books to be kept for such purposes;

         (b) cause all notices to be duly given in accordance with the
provisions of these Bylaws and as required by statute;

         (c) be custodian of the seal of the Corporation, and cause the seal to
be affixed to all certificates representing shares of the Corporation prior to
the issuance thereof (subject, however, to the provisions of Article 1) and to
all instruments the execution of which on behalf of the Corporation under its
seal shall have been duly authorized in accordance with these Bylaws;

         (d) subject to the provisions of Article 1, sign certificates
representing shares of the Corporation the issuance of which shall have been
authorized by the Board of Directors; and,

         (e) in general, perform all duties incident to the office of Secretary
and such other duties as may, from time to time, be given to him or her by these
Bylaws, the Board of Directors, the Chairman of the Board, the President or any
Vice President.

                                       11

<PAGE>

         Section 5.12. The Assistant Secretaries. Each Assistant Secretary (if
one or more Assistant Secretaries be elected or appointed) shall assist the
Secretary in his or her duties, and shall perform such other duties as the Board
of Directors may from time to time prescribe or the Chairman of the Board, the
President, any Vice President or the Secretary may from time to time delegate to
him or her. At the request of the Secretary, any Assistant Secretary may, in the
case of the absence or inability to act of the Secretary, temporarily act in the
Secretary's place. In the case of the death of the Secretary, or in the case of
his or her absence or inability to act without having designated an Assistant
Secretary to act temporarily in his or her place, the Assistant Secretary so to
perform the duties of the Secretary shall be designated by the Board of
Directors, Chairman of the Board or the President.

         Section 5.13. The Treasurer. The Treasurer shall:

         (a) have charge of the funds, securities, receipts and disbursements of
the Corporation;

         (b) cause the moneys and other valuable effects of the Corporation to
be deposited or invested in the name and to the credit of the Corporation in
such banks or trust companies or with such bankers or other depositories or
investments as shall be selected in accordance with resolutions adopted by the
Board of Directors;

         (c) cause the funds of the Corporation to be disbursed from the
authorized depositories of the Corporation, and cause to be taken and preserved
proper records of all moneys disbursed; and,

         (d) in general, shall perform all the duties incident to the office of
Treasurer and such other duties as, from time to time, may be assigned to him by
the Board of Directors, the Chairman of the Board, the President or any Vice
President.

         Section 5.14. The Assistant Treasurers. Each Assistant Treasurer (if
one or more Assistant Treasurers be elected or appointed) shall assist the
Treasurer in his or her duties, and shall perform such other duties as the Board
of Directors, the Chairman of the Board, the President, any Vice President or
Treasurer may from time to time delegate to him or her. At the request of the
Treasurer, any Assistant Treasurer may, in the case of the absence or inability
to act of the Treasurer, temporarily act in his or her place. In the case of the
death of the Treasurer, or in the case of his or her absence or inability to act
without having designated an Assistant Treasurer to act temporarily in his or
her place, the Assistant Treasurer so to perform the duties of the Treasurer
shall be designated by the Board of Directors, the Chairman of the Board or the
President.

         Section 5.15. The Chief Accounting Officer. The Chief Accounting
Officer shall:

         (a) keep or cause to be kept full and accurate accounts of all assets,
liabilities, commitments, receipts, disbursements, costs and expenses and other
financial transactions of the Corporation in books belonging to the Corporation,
and conform them to sound accounting principles with adequate internal control;

         (b) cause regular audits of such books and records to be made;

                                       12

<PAGE>

         (c) see that all expenditures are made in accordance with procedures
duly established, from time to time, by the Corporation;

         (d) render financial statements upon the request of the Board of
Directors, and a full financial report prior to the annual meeting of
shareholders, as well as such other financial statements as are required by law
or regulation; and

         (e) in general, perform all the duties ordinarily connected with the
office of Chief Accounting Officer and such other duties as, from time to time,
may be assigned to him or her by the Board of Directors, the Chairman of the
Board, the President or any Vice President.

         Section 5.16. Salaries. The salaries of the officers shall be fixed,
from time to time, by the Board of Directors or the Compensation Committee. No
officer shall be prevented from receiving such salary by reason of the fact he
is also a Director of the Corporation.

                                    ARTICLE 6
                                    ---------

                     Corporate Instruments, Loans and Funds
                     --------------------------------------

         Section 6.1. Execution of Instruments Generally. All deeds, contracts,
notes, bonds and other instruments requiring execution by the Corporation may be
signed by the Chairman of the Board, the President, any Vice President,
Treasurer or the Secretary. Authority to sign any deed, contract, note, bond or
other instrument requiring execution by the Corporation may be conferred by the
Board of Directors upon any person or person whether or not such person or
persons be officers of the Corporation. Such person or person may delegate, from
time to time, by instrument in writing, all or any part of such authority to any
other person or persons if authorized so to do by the Board of Directors.

         Section 6.2. Execution and Endorsement of Negotiable Instruments. All
checks, drafts, bills of exchange and orders for the payment of money of the
Corporation shall, unless otherwise directed by the Board of Directors, or
unless otherwise required by law, be signed or endorsed for deposit in its
behalf by any one of the following officers: the Chairman of the Board, the
President, any Vice President, the Treasurer, any Assistant Treasurer or the
Secretary. Checks payable to the Corporation may also be endorsed for deposit in
one of the bank accounts of the Corporation by the affixation of a rubber stamp
bearing the legend "For Deposit Only -- CONSECO, INC.". Authority to sign any
checks, drafts, bills of exchange and orders for payment of money requiring
execution by the Corporation may be conferred by the Board of Directors upon any
person or persons whether or not such person or persons be officers of the
Corporation. Such person or persons may delegate, from time to time, by
instrument in writing, all or any part of such authority to any other person or
persons if authorized to do so by the Board of Directors.

         Section 6.3. Opening of Bank Accounts. Bank accounts shall be opened in
the name of the Corporation by any one of the following officers: The Chairman
of the Board, the President, any Vice President, the Chief Accounting Officer,
the Treasurer or any Assistant Treasurer of the Corporation. Each of such
officers shall have power to open bank accounts in the name of the Corporation,
singly, without necessity of countersignature. The Board of Directors may
designate officers and employees of the Corporation, other than those named
above, who may open bank

                                       13

<PAGE>

accounts in the name of the Corporation. The term "bank accounts" shall include,
without limiting the generality thereof, accounts with banks, banking
associations, trust companies, building and loan associations, savings and loan
associations, cooperative banks, investment bankers and brokerage firms.

         Section 6.4. Voting of Stock Owned by Corporation. Subject always to
the further orders and directions of the Board of Directors, any share or shares
of stock issued by any other corporation and owned or controlled by the
Corporation may be voted at any shareholders' meeting of such other corporation
by the Chairman of the Board, the President, any Vice President or the Treasurer
of the Corporation. Whenever, in the judgment of the Chairman of the Board, the
President or Treasurer, it is desirable for the Corporation to execute a proxy
or give a stockholders' consent in respect to any share or shares of stock
issued by any other corporation and owned by the Corporation, such proxy or
consent shall be executed in the name of the Corporation by the Chairman of the
Board, the President, any Vice President or the Treasurer. Any person or persons
designated in the manner above stated as the proxy or proxies of the Corporation
shall have full right, power and authority to vote shares of stock issued by
such other corporation and owned by the Corporation the same as such shares
might be voted by the Corporation.

                                    ARTICLE 7
                                    ---------

                                 Indemnification
                                 ---------------

         Section 7.1. Indemnification of Officers, Directors and Other Eligible
Persons. To the fullest extent not inconsistent with applicable law, every
Eligible Person shall be indemnified by the Corporation against all Liability
and Expense that may be incurred by him or her in connection with or resulting
from any Claim, (a) if such Eligible Person is Wholly Successful with respect to
the Claim, or (b) if not Wholly Successful, then if such Eligible Person is
determined, as provided in either Section 7.7 or 7.8, to have acted in good
faith, in what he or she reasonably believed to be the best interests of the
Corporation or at least not opposed to its best interests and, in addition, with
respect to any criminal claim, is determined to have had reasonable cause to
believe that his or her conduct was lawful or had no reasonable cause to believe
that his or her conduct was unlawful. The termination of any Claim, by judgment,
order, settlement (whether with or without court approval), or conviction or
upon a plea of guilty or of nolo contendere, or its equivalent, shall not create
a presumption that an Eligible Person did not meet the standards of conduct set
forth in clause (b) of this Section 7.1. The actions of an Eligible Person with
respect to an employee benefit plan shall be deemed to have been taken in what
the Eligible Person reasonably believed to be the best interests of the
Corporation or at least not opposed to its best interests if the Eligible Person
acted in good faith and in a manner he or she reasonably believed to be in the
interest of the participants or beneficiaries of the employee benefit plan.

         To the extent an Eligible Person has the right to receive indemnity
from another entity (including, but not limited to, a subsidiary of the
Corporation), the indemnity obligations of the Corporation under this Article 7
to the Eligible Person are (as between the Corporation and such other entity)
subordinate and junior to the indemnity obligations of such entity to the
Eligible Person. If the Corporation indemnifies an Eligible Person entitled to
indemnity from another entity (including, but not limited to, a subsidiary of
the Corporation), the Corporation shall have

                                       14

<PAGE>

the right of subrogation to be reimbursed from such other entity the amount of
indemnity payments the Eligible Person was otherwise entitled to receive from
such other entity.

         Section 7.2. Definition of Claim. The term "Claim" as used in this
Article 7 shall include every pending, threatened or completed claim, action,
suit or proceeding and all appeals thereof (whether brought by or in the right
of the Corporation or any other corporation or otherwise, and whether civil,
criminal, administrative or investigative, formal or informal), in which an
Eligible Person may become involved, as a party or otherwise (including, without
limitation, as a witness):

         (a) by reasons of his or her being or having been an Eligible Person,
or

         (b) by reason of any action taken or not taken by such Eligible Person
in his or her capacity as an Eligible Person, whether or not such Eligible
Person continued in such capacity at the time any Liability or Expense related
to such Claim shall have been incurred.

         Section 7.3. Definition of Eligible Person. The term "Eligible Person"
as used in this Article 7 shall mean every person (and the estate, heirs and
personal representatives of such person) who is or was a director, officer or
employee of the Corporation or a wholly-owned subsidiary of the Corporation
(including, but not limited to, Conseco Services, LLC) or who, while a director,
officer or employee of the Corporation or a wholly-owned subsidiary of the
Corporation, is or was serving at the request of the Corporation or a
wholly-owned subsidiary of the Corporation as a director, officer, employee,
partner, member, manager, trustee or fiduciary of another foreign or domestic
corporation, partnership, joint venture, limited liability company, trust,
employee benefit plan or other organization or entity, whether for profit or
not. An Eligible Person shall also be considered to have been serving an
employee benefit plan at the request of the Corporation or a wholly-owned
subsidiary of the Corporation if his or her duties to the Corporation or a
wholly-owned subsidiary of the Corporation also imposed duties on, or otherwise
involved services by, him or her to the plan or to participants in or
beneficiaries of the plan. The Corporation shall not be required to indemnify a
person in connection with a proceeding initiated by such person, including a
counterclaim or cross claim, unless the proceeding was authorized by the Board
of Directors or commenced following a Change of Control with respect to actions
or failure to act prior to such Change of Control.

         Section 7.4. Definitions of Liability and Expense. The Terms
"Liability" and "Expense" as used in this Article 7 shall include, but shall not
be limited to, reasonable counsel fees and disbursements and amounts of
judgments, fines or penalties against (including excise taxes assessed with
respect to an employee benefit plan), and amounts paid in settlement by or on
behalf of, an Eligible Person.

         Section 7.5. Definition of Wholly Successful. The term "Wholly
Successful" as used in this Article 7 shall mean (i) termination of any Claim
against the Eligible Person in question without any finding of liability or
guilt against him or her, (ii) approval by a court, with knowledge of the
indemnity herein provided, of a settlement of any Claim, or (iii) the expiration
of a reasonable period of time after the making or threatened making of any
Claim without the institution of the same, without any payment or promise made
to induce a settlement.

                                       15

<PAGE>

         Section 7.6. Definition of Change of Control. The term "Change of
Control" as used in this Article 7 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 and Exchange Act of 1934 (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 indirectly, of securities of the Corporation representing 25% or
more of the combined voting power of the Corporation'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 Corporation 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 Corporation, the beneficial owner of
securities of the Corporation representing 25% or more but less than 50% of the
combined voting power of the Corporation'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 Corporation, nor in connection with
or as a participant in any transaction having such purpose or effect," or words
of comparable meaning and import. The designation by any such person, with the
approval of the Board of Directors of the Corporation, of a single individual to
serve as a member of, or observer at meetings of, the Corporation's Board of
Directors, shall not be considered "changing or influencing the control of the
Corporation" within the meaning of 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.

         Section 7.7. Procedure for Determination of Entitlement to
Indemnification. The determination of whether an Eligible Person who is or at
the time of Claim was a Director (other than one who has been Wholly Successful
with respect to any Claim or one who has requested indemnification following a
Change of Control with respect to actions or failure to act prior to such Change
of Control) is entitled to indemnification shall be made by any one of the
following methods, such method to be selected by the Board of Directors:

         (a) by the Board of Directors by a majority vote of a quorum consisting
of Directors who are not and have not been parties to the Claim;

         (b) if a quorum cannot be obtained under (a), by the majority vote of a
committee duly designated by the Board of Directors (in which designation
Directors who are or who have been parties to the Claim may participate),
consisting solely of two or more Directors who are not and have not been parties
to the Claim;

                                       16

<PAGE>

         (c) by special legal counsel (which may be regular counsel of the
Corporation) (i) selected by the Board of Directors or a committee thereof in
the manner prescribed in (a) or (b); or (ii) if a quorum of the Board of
Directors cannot be obtained under (a) and a committee cannot be designated
under (b), selected by a majority vote of the full Board of Directors (in which
selection Directors who are or who have been parties to the Claim may
participate).

         If a Change in Control shall have occurred, the Eligible Person who is
or at the time of Claim was a Director shall be presumed to be entitled to
indemnification (with respect to actions or failures to act occurring prior to
such Change in Control) upon submission of a request for indemnification, and
thereafter the Corporation shall have the burden of proof to overcome that
presumption in reaching a contrary determination. The method for determining
entitlement to indemnification shall be by special legal counsel selected by the
Eligible Person, but only such special legal counsel to which a majority of the
Directors who are not and have not been parties to the Claim do not object.

         In the case of Eligible Persons who are not or were not Directors of
the Corporation, the determination of whether the Eligible Person (other than
one who has been Wholly Successful with respect to any Claim) is entitled to
indemnification shall be made (a) by the Chairman of the Board or (b) if the
Chairman of the Board so directs or in his or her absence, in the manner such
determination would have been made if the Eligible Person was a Director of the
Corporation.

         Section 7.8. Application to Court for Determination. If an Eligible
Person claiming indemnification pursuant to Section 7.7 is found not to be
entitled thereto, the Eligible Person may apply for indemnification with respect
to a Claim to a court of competent jurisdiction, including a court in which the
Claim is pending against the Eligible Person. On receipt of an application, the
court, after giving notice to the Corporation and giving the Corporation
opportunity to present to the court any information or evidence relating to the
claim for indemnification that the Corporation deems appropriate, may order
indemnification if it determines that the Eligible Person is entitled to
indemnification with respect to the Claim because such Eligible Person met the
standards of conduct set forth in Section 7.1(b). If the court determines that
the Eligible Person is entitled to indemnification, the court shall also
determine the reasonableness of the Eligible Person's Expenses.

         Section 7.9. Nonexclusivity. The rights of indemnification provided in
this Article 7 shall be in addition to any rights to which any Eligible Person
may otherwise be entitled. Irrespective of the provisions of this Article 7, the
Board of Directors may, at any time and from time to time, (a) approve
indemnification of any Eligible Person to the fullest extent permitted by the
provisions of applicable law at the time in effect, whether on account of past
or future transactions, and (b) authorize the Corporation to purchase and
maintain insurance on behalf of any Eligible Person against any Liability
asserted against him or her and incurred by him or her in any such capacity, or
arising out of his or her status as such, whether or not the Corporation would
have the power to indemnify him or her against such Liability.

         Section 7.10. Advancement of Expenses. The Corporation shall advance to
an Eligible Person who is a director or officer of the Corporation the Expenses
incurred by such Eligible Person with respect to any Claim. The Corporation may
advance to an Eligible Person who is not a director or officer of the
Corporation the Expenses incurred by such Eligible Person with respect

                                       17

<PAGE>

to any Claim. The Corporation shall advance such Expenses within sixty (60) days
after the receipt by the Corporation of a statement or statements from the
Eligible Person requesting such advance or advances from time to time, whether
prior to or after final disposition of such Claim unless a determination has
been made pursuant to Section 7.1 that such Eligible Person is not entitled to
indemnification. Any such statement or statements shall reasonably evidence the
expenses incurred by the Eligible Person and shall include a written affirmation
or undertaking to repay advances if it is ultimately determined that the
Eligible Person is not entitled to indemnification under this Article.

         Section 7.11. Insurance, Contracts and Funding. The Corporation may
purchase and maintain insurance to protect itself and any Eligible Person
against any expense, judgments, fines and amounts relating to any Claim or
incurred by any Eligible Person in connection with any Claim, to the fullest
extent permitted by applicable law now or hereafter in effect. The Corporation
may enter into agreements with any Eligible Person supplemental to or in
furtherance of the provisions of this Article and may create a trust fund or use
other means (including, without limitation, a letter of credit) to ensure the
payment of such amounts as may be necessary to effect indemnification and
advancement of expenses as provided in this Article.

         Section 7.12. Nature of Provisions. The provisions of this Article 7
shall be deemed to be a contract between the Corporation and each Eligible
Person, and an Eligible Person's rights hereunder shall not be diminished or
otherwise adversely affected by any repeal, amendment or modification of this
Article 7 that occurs subsequent to such person becoming an Eligible Person with
respect to acts occurring prior to such repeal, amendment or modification.

         Section 7.13. Applicability of Provisions. The provisions of this
Article 7 shall be applicable to Claims made or commenced after the adoption
hereof, whether arising from acts or omissions to act occurring before or after
the adoption hereof.

                                    ARTICLE 8
                                    ---------

                                  Miscellaneous
                                  -------------

         Section 8.1. Amendments. The power to make, alter, amend, or repeal
these Bylaws is vested in the Board of Directors, but the affirmative vote of a
majority of the actual number of Directors elected and qualified, from time to
time, shall be necessary to effect any alteration, amendment or repeal of these
Bylaws.

         Section 8.2. Seal. The seal of the Corporation shall be circular in
form and mounted on a metal die, suitable for impressing the same upon paper.
About the upper periphery of the seal shall appear the words "CONSECO, INC.,"
and about the lower periphery thereof, the word "Indiana." In the center of the
seal shall appear the word "Seal."

         Section 8.3. Fiscal Year. The fiscal year of the Corporation shall
begin on the first day of January of each year and end upon the last day of
December in the same year.


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