Unless this certificate is presented by an authorized representative of
The Depository Trust Company, a New York corporation (the "Depository"),  to the
Company or its agent for registration of transfer, exchange, or payment, and any
certificate issued is registered in the name of Cede & Co. or in such other name
as is requested  by an  authorized  representative  of the  Depository  (and any
payment  is made to Cede & Co. or to such  other  entity as is  requested  by an
authorized representative of the Depository), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR  OTHERWISE  BY OR TO ANY PERSON IS WRONGFUL  inasmuch as the
registered owner hereof, Cede & Co., has an interest herein.

REGISTERED                                                            REGISTERED

                                  CONSECO, INC.

                         6.4% NOTE DUE FEBRUARY 10, 2003

                                CUSIP 208464 AG 2

No. 1                                                             US$200,000,000


                  CONSECO, INC., a corporation duly organized and existing under
the laws of Indiana  (herein  called the  "Company,"  which  term  includes  any
successor  corporation under the Indenture  hereinafter  referred to), for value
received,  hereby  promises  to pay to Cede & Co.  or  registered  assigns,  the
principal  sum of Two Hundred  Million  Dollars  ($200,000,000)  on February 10,
2003, and to pay interest  thereon from February 9, 1998 or from the most recent
Interest  Payment Date (as hereinafter  defined) to which interest has been paid
or duly provided for, as the case may be.

                  Interest  will be payable on February 10 and August 10 of each
year  (each  an  "Interest  Payment  Date"),  at the  rate  of 6.4%  per  annum,
commencing August 10, 1998 (except as provided below) until the principal hereof
becomes due and payable.  Interest  payments  will be made in an amount equal to
the amount accrued from and including the immediately preceding Interest Payment
Date in  respect  of which  interest  has been paid or duly made  available  for
payment (or from and including  the date of issue,  if no interest has been paid
or duly made  available for payment) to but excluding  the  applicable  Interest
Payment Date or Maturity.  The interest so payable and  punctually  paid or duly
provided for, on any Interest  Payment Date will, as provided in the  Indenture,
be paid to the Person in whose name this Note (or one or more predecessor Notes)
is  registered  at the close of  business  on the  Regular  Record Date for such
interest  payment,  which shall be the  February 1 or August 1 (whether or not a
Business Day), as the case may be, next  preceding  such Interest  Payment Date.
Except  as  otherwise  provided  in the  Indenture,  any  such  interest  not so
punctually  paid or duly provided for will forthwith  cease to be payable to the
Holder on such  Regular  Record Date by virtue of their  having been such Holder
and may  either be paid to the  Person  in whose  name this Note (or one or more
predecessor  Notes) is registered  at the close of business on a Special  Record
Date for the  payment of such  Defaulted  Interest  to be fixed by the  Trustee,
notice whereof is to be given to Holders of Notes not less than 10 calendar days
prior to such Special  Record  Date,  or be paid at any time in any other lawful
manner not  inconsistent  with the  requirements  of any securities  exchange on
which  Notes of this  series  may be  listed,  and upon  such  notice  as may be
required by such exchange, all as more fully provided in said Indenture.

                                        1

<PAGE>



                  If any Interest  Payment Date(s) or the date of Maturity falls
on a day that is not a Business Day, the required payment of principal, premium,
if any, and/or  interest will be made on the next succeeding  Business Day as if
made on the date such  payment  was due,  and no  interest  will  accrue on such
payment for the period from and after such Interest  Payment Date or the date of
Maturity, as the case may be, to the date of such payment on the next succeeding
Business Day.

                  While this Note is  represented  by one or more  global  notes
registered in the name of the Depository or its nominee,  the Company will cause
payments of principal of, premium,  if any, and interest on this Note to be made
to the  Depository  or its nominee,  as the case may be, by wire transfer to the
extent,  in  the  funds  and in the  manner  required  by  agreements  with,  or
regulations or procedures prescribed from time to time by, the Depository or its
nominee,  and  otherwise in accordance  with such  agreements,  regulations  and
procedures. THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY
OR BY A NOMINEE OF THE  DEPOSITORY TO THE  DEPOSITORY OR ANOTHER  NOMINEE OF THE
DEPOSITORY  OR BY THE  DEPOSITORY  OR ANY SUCH  NOMINEE  TO A  SUCCESSOR  OF THE
DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR.

                  Unless  the  certificate  of  authentication  hereon  has been
executed by the Trustee referred to herein, or its successor as Trustee,  or its
Authenticating Agent, by manual signature of an authorized signatory,  this Note
will  not be  entitled  to any  benefit  under  the  Indenture  or be  valid  or
obligatory for any purpose.

                  This Note is one of a duly  authorized  issue of securities of
the Company (the "Securities")  issued under an indenture,  dated as of November
13, 1997,  as amended from time to time (the  "Indenture"),  between the Company
and LTCB Trust Company,  as trustee (the "Trustee"),  to which Indenture and all
indentures  supplemental thereto reference is hereby made for a statement of the
respective rights,  limitations of rights,  duties and immunities  thereunder of
the  Company,  the  Trustee  and the  Holders of the Notes and of the terms upon
which the Securities are, and are to be, authenticated and delivered.  This Note
is one of the  Securities  designated  on the face hereof  limited in  aggregate
principal amount to $250,000,000.

                  The Notes of this series will be  redeemable  as a whole or in
part at the option of the Company at any time,  at a  redemption  price equal to
the sum of (a) the greater of (i) 100% of the principal amount of such Notes and
(ii) the sum of the  present  values  of the  remaining  scheduled  payments  of
principal and interest thereon from the redemption date to the date of Maturity,
computed by discounting such payments, in each case, to the redemption date on a
semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at
the  Treasury  Rate,  plus 25 basis  points,  plus (b)  accrued  interest on the
principal amount thereof to the date of redemption.

                  "Treasury  Rate" means,  with respect to any redemption  date,
the rate per annum equal to the semi-annual  equivalent yield to maturity of the
Comparable  Treasury Issue,  assuming a price for the Comparable  Treasury Issue
(expressed  as a percentage of its  principal  amount)  equal to the  Comparable
Treasury Price for such redemption date.

                                        2

<PAGE>



                  "Comparable  Treasury  Issue" means the United States Treasury
security  selected  by an  Independent  Investment  Banker as having a  maturity
comparable  to the  remaining  term of this Note to be  redeemed  that  would be
utilized,  at the time of selection and in accordance  with customary  financial
practice,  in pricing new issues of  corporate  debt  securities  of  comparable
maturity to the remaining  term of this Note.  "Independent  Investment  Banker"
means one of the  Reference  Treasury  Dealers  appointed  by the Trustee  after
consultation with the Company.

                  "Comparable   Treasury  Price"  means,  with  respect  to  any
redemption  date, (i) the average of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal  amount)
on the third  Business Day preceding such  redemption  date, as set forth in the
daily statistical  release (or any successor  release)  published by the Federal
Reserve Bank of New York and designated "Composite 3:30 p.m. Quotations for U.S.
Government Securities" or (ii) if such release (or any successor release) is not
published or does not contain such prices on such  Business  Day, the average of
the Reference  Treasury Dealer  Quotations  actually obtained by the Trustee for
such redemption date. "Reference Treasury Dealer Quotations" means, with respect
to each  Reference  Treasury  Dealer and any redemption  date,  the average,  as
determined  by the  Trustee,  of the bid and  asked  prices  for the  Comparable
Treasury Issue (expressed in each case as a percentage of its principal  amount)
quoted in writing to the Trustee by such Reference  Treasury Dealer at 5:00 p.m.
(New York City time) on the third Business Day preceding such redemption date.

                  "Reference  Treasury  Dealer"  means  each of  Merrill  Lynch,
Pierce,  Fenner & Smith  Incorporated,  Deutsche Morgan  Grenfell Inc.,  Salomon
Brothers Inc and SBC Warburg Dillon Read Inc. and their  respective  successors;
provided, however, that if any of the foregoing shall cease to be a primary U.S.
Government securities dealer in New York City (a "Primary Treasury Dealer"), the
Company may substitute therefor another Primary Treasury Dealer.

                  Notice of any  redemption  will be mailed at least 30 days but
no more than 60 days  before the  redemption  date to each holder of Notes to be
redeemed.  If, at the time notice of redemption is given, the redemption  moneys
are not held by the Trustee, the redemption may be made subject to their receipt
on or before the date fixed for redemption and such notice shall be of no effect
unless such moneys are so received.

                  Upon  payment  of  the  redemption  price,  on and  after  the
redemption  date interest  will cease to accrue on this Note or portions  hereof
called for redemption.

                  The Notes of this series contain the following covenants:

                  Limitations on Issuance or Disposition of Stock of Significant
Subsidiaries.  The  Company  will  not,  nor  will  it  permit  any  Significant
Subsidiary to, issue,  sell or otherwise  dispose of any shares of Capital Stock
(other than non-voting  Preferred Stock) of any Significant  Subsidiary,  except
for (i) directors'  qualifying  shares;  (ii) sales or other dispositions to the
Company or to one or more wholly owned Significant Subsidiaries;  (iii) the sale
or other  disposition of all or any part of the Capital Stock of any Significant
Subsidiary for consideration which is at least equal to the fair value

                                        3

<PAGE>



of such Capital Stock as determined by the Company's board of directors  (acting
in good  faith);  or (iv) any  issuance,  sale,  assignment,  transfer  or other
disposition made in compliance with an order of a court or regulatory  authority
of  competent  jurisdiction,  other than an order  issued at the  request of the
Company or any Significant Subsidiary.

                  Limitation  on Liens.  Except as provided  below,  neither the
Company nor any Significant Subsidiary may incur, issue, assume or guarantee any
Indebtedness  secured by a Lien on any  property or assets of the Company or any
Significant  Subsidiary,  or any  shares  of  Capital  Stock of any  Significant
Subsidiary,  without effectively providing that the Notes (together with, if the
Company shall so determine,  any other Indebtedness which is not subordinated to
the  Notes)  shall be  secured  equally  and  ratably  with (or  prior  to) such
Indebtedness,  so long as  such  Indebtedness  shall  be so  secured;  provided,
however, that this covenant shall not apply to Indebtedness secured by (i) Liens
existing on the date of this Note;  (ii) Liens on property  of, or on any shares
of stock of, any  corporation  existing at the time such  corporation  becomes a
Significant  Subsidiary  or merges  into or  consolidates  with the Company or a
Significant  Subsidiary;  (iii) Liens on property or on shares of stock existing
at the time of acquisition thereof by the Company or any Significant Subsidiary;
(iv)  Liens  to  secure  the  financing  of  the  acquisition,  construction  or
improvement of property, or the acquisition of shares of stock by the Company or
any Significant Subsidiary,  provided that such Liens are created not later than
one year after such  acquisition or, in the case of property,  no later than one
year after  completion of construction or commencement of commercial  operation,
whichever  is later,  are  limited  to the  property  acquired,  constructed  or
improved  or the  shares of stock  acquired  and do not secure  indebtedness  in
excess of the cost of such acquisition,  construction or improvement;  (v) Liens
in favor of the Company or any  Subsidiary;  (vi) Liens in favor of, or required
by, governmental authorities; and (vii) any extension, renewal or replacement as
a whole or in part, of any Lien referred to in the foregoing clauses (i) to (vi)
inclusive;  provided,  however, that (a) such extension,  renewal or replacement
Lien shall be limited to all or a part of the same  property  or shares of stock
that secured the Lien  extended,  renewed or replaced  and (b) the  Indebtedness
secured by such Lien at such time is not so increased.

                  The restrictions in the immediately preceding paragraph do not
apply if, immediately after the incurrence, issuance, assumption or guarantee of
any  Indebtedness  secured by a Lien,  the  aggregate  principal  amount of such
secured  Indebtedness,  (other then  Indebtedness  secured by Liens described in
clauses (i) to (vii), inclusive, of the immediately preceding paragraph) at that
time would not exceed 10% of Consolidated Capitalization.

                  "Capital Lease  Obligations"  of a Person means any obligation
that is required to be  classified  and  accounted for as a capital lease on the
face of a balance  sheet of such person  prepared in accordance  with  generally
accepted  accounting  principles;  the amount of such  obligations  shall be the
capitalized  amount thereof,  determined in accordance  with generally  accepted
accounting principles;  and the Stated Maturity thereof shall be the date of the
last payment of rent or any other amount due under such lease prior to the first
date upon which such lease may be terminated by the lessee without  payment of a
penalty.


                                        4

<PAGE>



                  "Capital Stock" means any and all shares, interests, rights to
purchase, warrants, options,  participations or other equivalents of or interest
in (however designated) corporate stock, including any Preferred Stock.

                  "Consolidated  Capitalization"  means the sum of the Company's
consolidated  shareholders'  equity,  redeemable  preferred  stock and preferred
securities in any trust, partnership or other entities of which more than 50% of
the voting equity is owned  directly or  indirectly  by the Company,  including,
without  limitation,  the trust securities  issued by Conseco Financing Trust I,
Conseco  Financing Trust II, Conseco  Financing Trust III and Conseco  Financing
Trust IV.

                  "Indebtedness"  means (i) any  liability of any Person (1) for
borrowed money, or under any  reimbursement  obligation  relating to a letter of
credit  (other  than  letters  of  credit  obtained  in the  ordinary  course of
business),  or (2) evidenced by a bond,  note,  debenture or similar  instrument
(including a purchase money obligation) given in connection with the acquisition
of any businesses, properties or assets of any kind or with services incurred in
connection  with  capital  expenditures  (other than  accounts  payable or other
indebtedness to trade creditors arising in the ordinary course of business),  or
(3) for the payment of money  relating to a Capital Lease  Obligation;  (ii) any
liability of others  described in the  preceding  clause (i) that the Person has
guaranteed or that is otherwise its legal  liability;  and (iii) any  amendment,
supplement,  modification,  deferral,  renewal,  extension  or  refunding of any
liability of types referred to in clauses (i) and (ii) above.

                  "Lien" means any lien,  mortgage,  pledge,  security interest,
charge or encumbrance of any kind (including any conditional sale or other title
retention agreement and any lease in the nature thereof).

                  "Person" means any individual, corporation, partnership, joint
venture,   association,   joint-stock  or  limited  liability  company,   trust,
unincorporated organization or government or any agency or political subdivision
thereof.

                  "Preferred  Stock,"  as applied  to the  Capital  Stock of any
corporation,  means Capital Stock of any class or classes  (however  designated)
which is preferred as to the payment of dividends,  or as to the distribution of
assets upon any voluntary or  involuntary  liquidation  or  dissolution  of such
corporation,   over  shares  of  Capital  Stock  of  any  other  class  of  such
corporation.

                  "Significant   Subsidiary"   means  any  Subsidiary  with  net
earnings which constituted at least 20% of the Company's  consolidated total net
earnings,  all as  determined  as of the  date of the  Company's  most  recently
prepared quarterly financial statements for the 12-month period then ended.

                  "Stated  Maturity,"  when used with respect to any security or
any  installment  of interest on any security,  means the date specified in such
security  as the fixed  date on which the  principal  of such  security  or such
installment  of interest,  respectively,  is finally due and payable,  except as
otherwise provided in the case of Capital Lease Obligations.


                                        5

<PAGE>



                  "Subsidiary"  means a  corporation  of which a majority of the
Capital  Stock  having  voting  power under  ordinary  circumstances  to elect a
majority  of the board of  directors  is owned  directly  or  indirectly  by the
Company  or by one or  more  Subsidiaries,  or by the  Company  and  one or more
Subsidiaries.

                  If any Event of Default  with  respect to Notes of this series
will occur and be  continuing,  the principal of the Notes of this series may be
declared  due and  payable in the manner  and with the  effect  provided  in the
Indenture.

                  The  Indenture  permits,  with certain  exceptions  as therein
provided,  the  amendment  thereof  and  the  modification  of  the  rights  and
obligations  of the Company and the rights of the Holders of the  Securities  of
each series to be affected  under the  Indenture  at any time by the Company and
the  Trustee  with the  consent of the  Holders  of not less than a majority  in
principal  amount of the  outstanding  Securities of each series to be affected.
The  Indenture  also  contains  provisions  permitting  the Holders of specified
percentages in principal amount of the outstanding Securities of each series, on
behalf of the Holders of all Securities of such series,  to waive,  with respect
to the  Securities  of such  series,  compliance  by the  Company  with  certain
provisions of the  Indenture  and certain past defaults  under the Indenture and
their  consequences.  Any such consent or waiver by the Holder of this Note will
be conclusive  and binding upon such Holder and upon all future  Holders of this
Note and of any Note  issued  upon the  registration  of  transfer  hereof or in
exchange  herefor or in lieu hereof,  whether or not notation of such consent or
waiver is made upon this Note.

                  Holders of Notes may not enforce their rights  pursuant to the
Indenture or the Notes except as provided in the Indenture.  No reference herein
to the Indenture and no provision of this Note or of the Indenture will alter or
impair the obligation of the Company,  which is absolute and  unconditional,  to
pay the  principal  of, and  premium,  if any,  and interest on this Note at the
times, places and rates, herein prescribed.

                  The Indenture  contains  provisions for defeasance at any time
of (a) the  entire  indebtedness  of the  Company  on this Note and (b)  certain
restrictive  covenants and the related Events of Default upon  compliance by the
Company with certain  conditions  specified  therein,  which provisions apply to
this Note.

                  The  Notes of this  series  are  issuable  only in  global  or
certificated  registered form,  without coupons,  in denominations of $1,000 and
integral multiples thereof.  As provided in the Indenture and subject to certain
limitations  therein  specified  and  to the  limitations  described  below,  if
applicable,  Notes of this series are  exchangeable  for Notes of this series of
like  aggregate  principal  amount of a different  authorized  denomination,  as
requested by the Holder surrendering the same.

                  As   provided  in  the   Indenture   and  subject  to  certain
limitations  therein  specified  and  to the  limitations  described  below,  if
applicable,  the transfer of this Note is registerable in the Security  Register
upon surrender of this Note for registration of transfer at the office or agency
of the

                                        6

<PAGE>



Company  maintained  for that purpose  duly  endorsed  by, or  accompanied  by a
written  instrument  of  transfer  in form  satisfactory  to the Company and the
Security  Registrar  (which  will  initially  be the  Trustee  at its  principal
corporate  trust  office  located in the Borough of  Manhattan,  The City of New
York) duly  executed by the Holder  hereof or his attorney  duly  authorized  in
writing,  and thereupon one or more new Notes of this series with like terms and
conditions,  of authorized  denominations  and for the same aggregate  principal
amount, will be issued to the designated transferee or transferees.

                  This Note is exchangeable for certificated Notes only upon the
terms and  conditions  provided  in the  Indenture.  Except as  provided  in the
Indenture,  owners of beneficial  interests in this Note will not be entitled to
receive physical delivery of Notes in certificated  registered form and will not
be considered the Holders thereof for any purpose under the Indenture.

                  This Note is in the form of a Global  Security  as provided in
the  Indenture.  If at any time the  Depository  notifies the Company that it is
unwilling  or unable to continue as  Depository  for this Note or if at any time
the  Depository  for this series shall no longer be eligible or in good standing
under the  Securities  Exchange  Act of 1934,  as amended,  or other  applicable
statute or  regulation,  the Company shall appoint a successor  Depository  with
respect to this Note. If a successor  Depository  for this Note is not appointed
by the Company within 90 days after the Company receives notice or becomes aware
of such ineligibility,  the Company will execute,  and the Trustee or its agent,
upon  receipt  of a Company  Request  for the  authentication  and  delivery  of
certificates  representing  Securities  of this  series  in  exchange  for  this
Security will authenticate and deliver,  certificates representing securities of
this series of like tenor and terms in an  aggregate  principal  amount equal to
the principal amount of this Note in exchange for this Note.

                  If specified  by the Company  pursuant to the  Indenture  with
respect to this Note,  the  Depository  may  surrender  this Note in exchange in
whole or in part for certificates representing Securities of this series of like
tenor  and  terms in  definitive  form on such  terms as are  acceptable  to the
Company and the Depository. Thereupon the Company shall execute, and the trustee
or its agent shall  authenticate and deliver,  without a service charge,  (1) to
each Holder specified by the Security  Registrar or the Depository a certificate
or certificates  representing  Securities of this series of like tenor and terms
and of any authorized  denomination  as requested by such person in an aggregate
principal amount equal to and in exchange for such Holder's  beneficial interest
as specified by the security  Registrar or the  Depository in this Note; and (2)
to the  Depository  a new  Global  Security  of like  tenor  and terms and in an
authorized  denomination equal to the difference,  if any, between the principal
amount  of  the  surrendered   Note  and  the  aggregate   principal  amount  of
certificates representing Notes delivered to Holders thereof.

                  No service  charge will be made for any such  registration  of
transfer or exchange, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.

                  Prior to due  presentment  of this  Note for  registration  of
transfer,  the Company,  the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Note

                                        7

<PAGE>



is registered as the owner hereof for all purposes,  whether or not this Note be
overdue and  notwithstanding  any notation of ownership or other writing hereon,
and none of the  Company,  the  Trustee or any such agent  will be  affected  by
notice to the contrary.

                  The  Indenture and the Notes will be governed by and construed
in accordance with the laws of the State of New York.

                  All terms used in this Note which are defined in the Indenture
will  have the  meanings  assigned  to them in the  Indenture  unless  otherwise
defined   herein;   and  all  references  in  the  Indenture  to  "Security"  or
"Securities" will be deemed to include this Note.


                                        8

<PAGE>



         IN WITNESS  WHEREOF,  the Company has caused this instrument to be duly
executed under its corporate seal.

Date:  February 9, 1998                  CONSECO, INC.


                                         By  /s/ ROLLIN M. DICK
                                             -----------------------------------
                                             Rollin M. Dick

[SEAL]
                                         Attest:


                                         By  /s/ DONALD F. GONGAWARE
                                             -----------------------------------
                                             Donald F. Gongaware





         This is one of the Securities of the series designated therein referred
to in the within-mentioned Indenture.

Dated:  February 9, 1998                 LTCB TRUST COMPANY,
                                                  as Trustee


                                         By:  /s/ BARBARA BEVELAQUA
                                              ----------------------------------
                                               Authorized Officer



                                        9

<PAGE>


                                -----------------

                                  ABBREVIATIONS

         The following  abbreviations,  when used in the inscription on the face
of this  instrument,  shall be construed as though they were written out in full
according to applicable laws or regulations:

                  TEN COM - as tenants in common
                  TEN ENT - as tenants by the entireties
                  JT TEN -  as joint tenants with right of survivorship and  not
                              as tenants in common

         UNIF GIFT MIN ACT - ..................Custodian................
                                     (Cust)          (Minor)
                                    Under Uniform Gifts to Minors Act
                                    ....................................
                                            (State)
Additional abbreviations may also be used though not in the above list.

                               ------------------

         FOR  VALUE   RECEIVED,  the undersigned  hereby  sell(s), assign(s) and
transfer(s) unto

PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE



PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE

-------------------------------------
the within Security and all rights thereunder,  hereby irrevocably  constituting
and  appointing  __________________  attorney to transfer  said  Security on the
books of the Company, with full power of substitution in the premises.

Date:
                             ----------------------
                                    Signature


NOTICE:        THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS
WRITTEN UPON THE FACE OF THE WITHIN INSTRUMENT IN EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.

               THE SIGNATURE(S)  MUST  BE  GUARANTEED BY AN "ELIGIBLE  GUARANTOR
INSTITUTION" THAT IS A MEMBER OR PARTICIPANT IN A "SIGNATURE  GUARANTEE PROGRAM"
(E.G.,  THE SECURITIES  TRANSFER AGENTS  MEDALLION  PROGRAM,  THE STOCK EXCHANGE
MEDALLION  PROGRAM  OR THE NEW YORK STOCK  EXCHANGE,  INC.  MEDALLION  SIGNATURE
PROGRAM).




                                       10