PROMISSORY NOTE

         On or before the Due Date, as hereinafter  defined, for value received,
the undersigned,  STEPHEN C. HILBERT (the "Maker")  promises to pay to the order
of Conseco,  Inc.  ("Conseco"),  an Indiana  corporation,  or its  successors or
assigns,  at such place as the holder hereof may from time to time  designate in
writing,  in lawful  money of the United  States  which shall be legal tender in
payment of all debts and dues  public and  private at the time of  payment,  the
principal  sum of ONE MILLION NINE  HUNDRED  THOUSAND  DOLLARS  ($1,900,000.00),
without  interest  until  the Due  Date,  and with  interest  at the rate of ten
percent  (10%) per annum  after the Due Date until  paid,  without  relief  from
valuation  and  appraisement  laws,  and  with  attorneys'  fees  and  costs  of
collection.

         The Maker  shall  have the  privilege  of  prepaying  the  indebtedness
evidenced hereby, in whole or in part, at any time.

         The Maker of this Note is  employed  by  Conseco  as a chief  executive
officer  pursuant to a certain  Employment  Agreement dated January 1, 1987 (the
"Employment Agreement").  The Due Date of this Note shall be two years after the
date of termination of the Employment  Agreement  pursuant to the terms thereof.
In the event  that the  Employment  Agreement  is  terminated  by  Conseco or it
successors  or  assignee  on or before  the  expiration  of the  remaining  term
thereunder,  then the remaining unpaid  principal  balance of this Note shall be
deemed  forgiven and the Maker shall have no further  liability  for the payment
thereof.

         In  consideration   of  the lending to  the Maker  of the  indebtedness
represented  by this Note,  the Maker hereby  covenants  and agrees with Conseco
that until the earlier of (a) the Due Date of this Note or (b) the date on which
the  remaining  principal  balance of this Note is repaid in full or is forgiven
pursuant  to the terms  hereof,  the Maker  will not,  directly  or  indirectly,
anywhere  in the United  States of America  (i)  render any  services  to, as an
agent,  independent  contractor,  consultant or otherwise, or become employed or
compensated by, any other corporation,  person or entity engaged in the business
of selling or  providing  life or  accident  and health  insurance  products  or
services;  (ii) in any manner  compete with Conseco or any of its  subsidiaries;
(iii) solicit or attempt to convert to other  insurance  carriers  providing the
same or similar products or services  provided by Conseco and its  subsidiaries,
any customers or policy holders of Conseco or any of its  subsidiaries;  or (iv)
solicit  for  employment  or  employ  any  employee  of  Conseco  or  any of its
subsidiaries.

         The  Maker  of  this  Note  waives  presentment  for payment; notice of
protest, dishonor and demand; protest; and due diligence in bringing suit.

         Executed and delivered in Carmel, Indiana, this 13th day of May, 1996.


                                          /S/Stephen C. Hilbert
                                          -----------------------
                                          Stephen C. Hilbert