AMENDED AND RESTATED
                             BYLAWS OF CONSECO, INC.


                            Effective March 23, 1998





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                                TABLE OF CONTENTS

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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.............................................................................6
         Section 3.4.  Action by Consent..........................................................................6
         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...........................................................................7
         Section 3.9.  Special Meetings...........................................................................7
         Section 3.10. Place of Meeting...........................................................................8
         Section 3.11. Compensation of Directors..................................................................8


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                          TABLE OF CONTENTS (continued)

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<S>      <C>               <C>                                                                                    <C>
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....................................................................8
         Section 4.5.      Compensation Committee.................................................................8
         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...............................................9
         Section 5.3.      Other Officers, Elections or Appointment...............................................9
         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...................................................................10
         Section 5.10.     Second or Assistant Vice Presidents...................................................11
         Section 5.11.     The Secretary.........................................................................11
         Section 5.12.     The Assistant Secretaries.............................................................11
         Section 5.13.     The Treasurer.........................................................................12
         Section 5.14.     The Assistant Treasurers..............................................................12
         Section 5.15.     The Chief Accounting Officer..........................................................12
         Section 5.16.     The 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..................................................13

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                          TABLE OF CONTENTS (continued)

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<S>      <C>               <C>                                                                                   <C>
ARTICLE 7 - Indemnification......................................................................................14

         Section 7.1.      Indemnification of Officers, Directors and Other Eligible Persons.....................14
         Section 7.2.      Definition of Claim...................................................................14
         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.......................................................15
         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......................................................17
         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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                                    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  Corporation  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  ninety  (90)  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 a reasonable time before the solicitation is made.


                                        4

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         (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,  ninety (90) 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  a  reasonable  time before the
solicitation  is 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 notice of such meeting is
first given to shareholders.

         (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.

                                        5

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                                    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 nine (9)
members,  which number may be increased or diminished  by resolution  adopted by
not less than a majority  of the  Directors  then in office;  provided  that the
number 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
may be  filled  by a  majority  vote 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.


                                        6

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         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.

         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.


                                        7

<PAGE>



         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  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.



                                        8

<PAGE>




         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.

         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.


                                        9

<PAGE>



         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 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.


                                       10

<PAGE>



         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.

         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.



                                       11

<PAGE>




         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;

         (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.


                                       12

<PAGE>



         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 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

                                       13

<PAGE>



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 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



                                       14

<PAGE>



         (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.

         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,

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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;

         (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

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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 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

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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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