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                                                                   EXHIBIT 10.41


                             SPLIT-DOLLAR AGREEMENT
                              (Stephen C. Hilbert)


         THIS AGREEMENT, made and entered into by and among CONSECO, INC., an
Indiana corporation (the "Corporation"), STEPHEN C. HILBERT, of Carmel, Indiana
(the "Employee"), and ROLLIN M. DICK, of Zionsville, Indiana, Trustee of the
AMENDED HILBERT RESIDENCE MAINTENANCE TRUST, dated December 19, 1996 (the
"Owner").


                                    Recitals

         A. The Employee is employed by the Corporation.

         B. The Employee desires to provide life insurance protection for the
            Employee's family in the event of the Employee's death, under a
            policy of life insurance insuring the life of the Employee and
            payable upon his death, which Policy is described in Exhibit "A"
            attached hereto and by this reference made a part hereof (the
            "Policy"), and which was or is being issued by METLIFE (the
            "Insurer").

         C. The Employee is also an officer and director of the Corporation and
            has contributed significantly to its success. The Corporation
            desires to continue to retain the services of the Employee, and
            accordingly, the Corporation is willing to pay a portion of the
            premiums due on the Policy as an additional employment benefit for
            the Employee, on the terms and conditions hereinafter set forth.

         D. The Owner is the owner of the Policy and, as such, possesses all
            incidents of ownership in and to the Policy.

         E. The Corporation desires to have the Policy collaterally assigned to
            it by the Owner, pursuant to a collateral assignment in the form of
            Exhibit "B" attached hereto and by this reference made a part hereof
            or such other form as proposed by the Insurer that is acceptable to
            the parties hereto (the "Collateral Assignment"), to secure the
            repayment of the amounts which it will pay toward the premiums on
            the Policy.

         F. The parties hereto intend that under the Collateral Assignment, the
            Corporation shall receive only the right to such repayment, with the
            Owner retaining all other ownership rights in the Policy, as
            specified herein, and the


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            Corporation shall have no "incidents of ownership" (as defined in
            Treas. Reg. Section 20.2042-l(c)(2)) in the Policy.



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                                    Agreement

         NOW, THEREFORE, in consideration of the foregoing Recitals, of the
mutual covenants and promises contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto agree as follows:

         1. Purchase of the Policy. The Owner has purchased the Policy from the
            Insurer in the total face amount of $12,500,000. The parties hereto
            have taken all necessary action to cause the Insurer to issue the
            Policy, and shall take any further action which may be necessary to
            cause the Policy to conform to the provisions of this Agreement. The
            Corporation agrees that it will take such actions as are necessary
            to cause the Policy to remain in full force and effect during the
            lifetime of the Employee. The parties hereto agree that the Policy
            shall be subject to the terms and conditions of this Agreement and
            of the Collateral Assignment filed with the Insurer relating to the
            Policy.

         2. Ownership of the Policy.

               a. The Owner shall be the sole and absolute owner of the Policy,
                  and may exercise all ownership rights granted to the owner
                  thereof by the terms of the Policy, except as may otherwise be
                  provided herein.

               b. It is the agreement of the parties hereto and the Collateral
                  Assignment that the Owner shall retain all rights which the
                  Policy grants to the owner thereof. The sole right of the
                  Corporation hereunder shall be to be repaid the amounts which
                  it has paid toward the premiums on the Policy and,
                  accordingly, the Corporation shall have no "incidents of
                  ownership" (as defined in Treas. Reg. Section 20.2042-l(c)(2))
                  in the Policy, except the right to borrow against its cash
                  surrender value, subject to the terms hereof and provided the
                  Corporation shall pay when due any and all interest and other
                  charges assessed by the Insurer regarding such indebtedness.
                  Specifically, but without limitation, the Corporation shall
                  neither have nor exercise any right as collateral assignee of
                  the Policy which could in any way defeat or impair the Owner's
                  right to receive the cash surrender value or the death
                  proceeds of the Policy in excess of the amount due the
                  Corporation hereunder. All provisions of this Agreement and of
                  the


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                  Collateral Assignment shall be construed so as to carry out
                  such intention.

         3. Policy Dividends. Any dividend declared on the Policy shall be
            applied to purchase paid-up additional insurance on the life of the
            Employee. The parties hereto agree that the dividend election
            provisions of the Policy shall conform to the provisions hereof.

         4. Payment of Premiums.

               a. Thirty (30) days prior to the due date of each Policy premium,
                  the Corporation shall notify the Employee or the Owner of the
                  exact amount due from the Employee hereunder, which shall be
                  an amount equal to the annual cost of current life insurance
                  protection under the Policy, measured by the lower of the PS
                  58 rate, set forth in Rev. Rul. 55-747, 1955-2 C.B. 228 (or
                  the corresponding applicable provision of any subsequent
                  Revenue Ruling), or the Insurer's current published premiu
                  rate for annually renewable term insurance for standard risks.
                  Either the Employee or the Owner, on behalf of the Employee,
                  shall pay such required contribution to the Corporation prior
                  to the premium due date. If neither the Employee nor the Owner
                  makes such timely payment, the Corporation, in its sole
                  discretion, may elect to make the Employee's portion of the
                  premium payment, which payment shall be recovered by the
                  Corporation as provided herein.

               b. On or before the due date of each Policy premium, or within
                  the grace period provided therein, the Corporation shall pay
                  the full amount of the premium to the Insurer, and shall, upon
                  request, promptly furnish the Employee and the Owner evidence
                  of timely payment of such premium. The Corporation shall
                  annually furnish the Employee and the Owner evidence of timely
                  payment of such premium. The Corporation shall annually
                  furnish the Employee a statement of the amount of income
                  reportable by the Employee for federal and state income tax
                  purposes, if any, as a result of the insurance protection
                  provided the Owner as the policy beneficiary.


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         5. Collateral Assignment. To secure the repayment to the Corporation of
            the amount of the premiums on the Policy paid by it hereunder, the
            Owner has, contemporaneously herewith, assigned the Policy to the
            Corporation as collateral in accordance with the terms of the
            Collateral Assignment. The Collateral Assignment of the Policy to
            the Corporation hereunder shall not be terminated, altered or
            amended by the Owner while this Agreement is in effect. The parties
            hereto agree to take all action necessary to cause the Collateral
            Assignment to conform to the provisions of this Agreement.

         6. Limitations on Owner's Rights in Policy. The Owner shall not sell,
            assign, transfer, borrow against, surrender or cancel the Policy,
            change the beneficiary designation provision thereof, or terminate
            the dividend election thereof.


         7. Collection of Death Proceeds.

               a. Upon the death of the Employee, the Corporation and the Owner
                  shall cooperate to take whatever action is necessary to
                  collect the death benefit provided under the Policy. When such
                  benefit has been collected and paid as provided herein, this
                  Agreement shall thereupon terminate.


               b. Upon the death of the Employee, the Corporation shall have the
                  unqualified right to receive a portion of such death benefit
                  equal to the total amount of the premiums paid by it
                  hereunder. The balance of the death benefit provided under the
                  Policy, if any, shall be paid directly to the Owner, in the
                  manner and in the amount or amounts provided in the
                  beneficiary designation provision of the Policy.
                  Notwithstanding any term or provision hereof to the contrary,
                  in no event shall the amount payable to the Corporation
                  hereunder exceed the Policy proceeds payable at the death of
                  the Employee. No amount shall be paid from such death benefit
                  to the Owner until the full amount due the Corporation
                  hereunder has been paid. The parties hereto agree that the
                  beneficiary designation provision of the Policy shall conform
                  to the provisions hereof.

               c. Notwithstanding any term or provision hereof to the contrary,
                  in the event that, for any reason whatsoever, no death benefit
                  is payable under the Policy upon the death of the


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                  Employee and in lieu thereof the Insurer refunds all or any
                  part of the premiums paid for the Policy, the Corporation and
                  the Owner shall have the unqualified right to share such
                  premiums based on their respective cumulative contributions
                  thereto.

         8. Termination of the Agreement During the Employee's Lifetime. This
            Agreement shall terminate, during the lifetime of Employee, without
            notice, upon the occurrence of any of the following events: (1)
            bankruptcy of the Corporation; or (2) failure of the Employee and
            the Owner to timely pay the Corporation the Employee's portion of
            the premium, if any, due hereunder, unless the Corporation elects to
            make such payment on behalf of the Employee, as provided herein.


         9. Disposition of the Policy on Termination of the Agreement During the
            Employee's Lifetime.

               a. For sixty (60) days after the date of the termination of this
                  Agreement during the lifetime of Employee, the Owner shall
                  have the option of obtaining the release of the Collateral
                  Assignment. To obtain such release, the Owner shall repay to
                  the Corporation the total amount of the premium payments made
                  by the Corporation hereunder, less any indebtedness secured by
                  the Policy which was incurred by the Corporation and remains
                  outstanding as of the date of such termination, including any
                  interest due on such indebtedness. Upon receipt of such
                  amount, the Corporation shall release the Collateral
                  Assignment, by the execution and delivery of an appropriate
                  instrument of release.

               b. If the Owner fails to exercise such option within such sixty
                  (60) day period, then, at the request of the Corporation, the
                  Owner shall execute any document or documents required by the
                  Insurer to transfer the interest of the Owner in the Policy to
                  the Corporation. Alternatively, the Corporation may enforce
                  its right to be repaid the amount of the premiums on the
                  Policy paid by it from the cash surrender value of the Policy
                  under the Collateral Assignment; provided, however, tha in the
                  event the cash surrender value of the Policy exceeds the
                  amount due the Corporation, such excess shall be paid to the
                  Owner. Thereafter, neither the Owner nor the Owner's
                  successors, assigns or beneficiaries shall have any


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                  further interest in and to the Policy, under the terms
                  thereof,under this Agreement or the Collateral Assignment.

        10. Insurer Not a Party. The Insurer shall be fully discharged from its
            obligations under the Policy by payment of the Policy death benefit
            to the beneficiary or beneficiaries named in the Policy, subject to
            the terms and conditions of the Policy. In no event shall the
            Insurer be considered a party to this Agreement, or any modification
            or amendment hereof. No provision of this Agreement, or of any
            modification or amendment hereof, shall in any way be construed as
            enlarging, changing, varying or in any other way affecting the
            obligations of the Insurer as expressly provided in the Policy,
            except insofar as the provisions hereof are made a part of the
            Policy by the Collateral Assignment.

        11. Amendment. This Agreement may not be amended, altered or modified,
            except by a written instrument signed by the parties hereto, or
            their respective successors or assigns, and may not be otherwise
            terminated except as provided herein.

        12. Binding Effect. This Agreement shall be binding upon and inure to
            the benefit of the Corporation and its successors and assigns, and
            the Employee, the Owner, and their respective successors, assigns,
            heirs, executors, administrators and beneficiaries.

        13. Notices. Any notice, consent or demand required or permitted to be
            given under the provisions of this Agreement shall be in writing,
            and shall be signed by the party giving or making the same. If such
            notice, consent or demand is mailed to a party hereto, it shall be
            sent by United States certified mail, postage prepaid, addressed to
            such party's last known address as shown on the records of the
            Corporation. The date of such mailing shall be deemed the date of
            notice, consent or demand.

        14. Governing Law. This Agreement, and the rights of the parties
            hereunder, shall be governed by and construed in accordance with the
            laws of the State of Indiana.

        15. Counterparts. This Agreement may be executed in counterparts, each
            of which shall be deemed an original, but all of which, together,
            shall be deemed one and the same document.


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         IN WITNESS WHEREOF, the parties hereto have executed this Split-Dollar
Agreement on this 18th day of December, 1998.

CONSECO, INC.                          AMENDED HILBERT RESIDENCE
                                         MAINTENANCE TRUST,
                                         dated December 19, 1996

By: /s/ Rollin M. Dick                         By: /s/ Rollin M. Dick
   ----------------------------                   -----------------------------
Printed:  Rollin M. Dick                           Rollin M. Dick, Trustee
Title:  Executive Vice President

              "Corporation"                                "Owner"


/s/ Stephen C. Hilbert
----------------------------
Stephen C. Hilbert

             "Employee"



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                                   EXHIBIT "A"



         The following life insurance policy is subject to the attached
Split-Dollar Agreement:

         Insurer:  MetLife

         Insured:  Stephen C. Hilbert

         Policy Number: 981250011PR

         Face Amount:  $12,500,000

         Date of Issue:  December 1, 1998



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                                   EXHIBIT "B"

                 COLLATERAL ASSIGNMENT OF LIFE INSURANCE POLICY
                       PURSUANT TO SPLIT-DOLLAR AGREEMENT

         1. Assignment. FOR VALUE RECEIVED, ROLLIN M. DICK, of Zionsville,
Indiana, Trustee of the AMENDED HILBERT RESIDENCE MAINTENANCE TRUST, dated
December 19, 1996, (the "Owner"), does hereby assign, transfer and set over to
CONSECO, INC., an Indiana corporation, and its successors and assigns (the
"Assignee"), the following specific rights in and to the policy listed on
Exhibit "A" attached hereto and by this reference made a part hereof, issued by
the insurance company listed on Exhibit "A" (the "Insurer"), together with any
supplementary contract or contracts issued in connection therewith (said policy,
together with said supplementary contract or contracts are hereinafter
collectively referred to as the "Policy"), insuring the life of STEPHEN C.
HILBERT of Carmel, Indiana (the "Insured") subject to all the terms and
conditions of the Policy and to all superior liens, if any, which the Insurer
may have against the Policy. The Owner, by this Assignment, and the Assignee, by
the acceptance of the assignment to it hereunder, agree to the terms and
conditions contained herein.

         2. Liabilities Secured by This Assignment. This Assignment is made, and
the Policy is to be held as collateral security for, all liabilities of the
Owner to the Assignee, now existing or hereafter arising under and pursuant to
that certain Split-Dollar Agreement, among the Assignee, the Insured and the
Owner, dated December 18th, 1998 (the "Split-Dollar Agreement"). It is the
intention of the Owner to reserve all rights in and to the Policy, except those
specific rights to realize on a portion of the cash value thereof and a portion
of the death benefit thereof granted to the Assignee hereby, as security for and
only to the extent of the liabilities of the Owner to the Assignee under the
Split-Dollar Agreement.

         3. Assignee's Limited Rights. It is expressly agreed that the
Assignee's interest in the Policy shall be limited to the following rights: (a)
the right to be paid for its premium payments, less any indebtedness secured by
the Policy which was incurred by the Corporation, pursuant to, and as provided
by, the Split-Dollar Agreement, with respect to the Policy (the "Payment
Amount"); (b) the right to be paid the Payment Amount by realizing on a portion
of the cash value of the Policy in the event of the termination of the
Split-Dollar Agreement, as provided in the Split-Dollar Agreement; and (c) the
right to be paid the Payment Amount by realizing on a portion of the proceeds of
the Policy upon the death of the Insured. The Assignee shall have no other or
further rights in and to the Policy as a result of the assignment hereunder.
Except as otherwise provided in the Split-Dollar Agreement, the Assignee shall
not have the right to borrow against, make withdrawals, cancel, surrender,
pledge or assign the Policy, or exercise any other "incidents of ownership" as
defined under Treas. Reg. Section 20.2042-l(c)(2).


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         4. Owner Retains All Other Incidents of Ownership. Except as
specifically provided herein, the Owner shall retain all incidents of ownership
in and to the Policy, including, but not limited to: (a) the sole right to
collect and receive all distributions or shares of surplus, dividend deposits or
additions to the Policy now or hereafter made or apportioned thereto, except as
otherwise provided herein, and to exercise any and all options contained in the
Policy with respect thereto; (b) the sole right to exercise all non-forfeiture
rights permitted by the terms of the Policy or allowed by the Insurer and to
receive all benefits and advantages derived therefrom; (c) the sole right to
elect any optional mode of settlement permitted by the Policy or allowed by the
Insurer; and (d) the right to collect from the Insurer that portion of the net
proceeds of the Policy when it becomes a claim by death or maturity not payable
to the Assignee under the Split-Dollar Agreement; provided however, that the
foregoing rights retained by the Owner shall be subject to the terms and
conditions of the Split-Dollar Agreement.

         5. Additional Agreements of the Assignee. The Assignee agrees with the
Owner as follows: (a) any balance or sums received hereunder from the Insurer
remaining after payment of the then existing liabilities of the Owner to the
Assignee under the Split-Dollar Agreement shall be paid to the persons entitled
thereto under the terms of the Policy as if this Assignment had not been
executed; (b) the Assignee will not exercise any of the rights granted herein to
it unless and until there has been default in any of the liabilities by the
Owner to the Assignee under the Split-Dollar Agreement, and until twenty (20)
days after the Assignee shall have mailed, by first class mail, to the Owner,
notice of its intention to exercise such right; and (c) the Assignee will, upon
request, forward the Policy to the Insurer, without unreasonable delay, for any
election of optional mode of settlement, or the exercise of any other right
reserved by the Owner hereunder.

         6. Insurer. The Insurer is hereby authorized to recognize the
Assignee's claims to rights hereunder without investigating the reason for any
action taken by the Assignee, the validity or amount of any of the liabilities
of the Owner to the Assignee under the Split-Dollar Agreement, the existence of
any default therein, the giving of any notice required herein, or the
application to be made by the Assignee of any amounts to be paid to the
Assignee. The sole signature of the Assignee or the Owne shall be sufficient for
the exercise of their respective rights under the Policy and this Assignment and
the sole receipt of the Assignee or the Owner for any sums received by the
respective party from the Insurer shall be a full discharge and release therefor
to the Insurer.

         7. Insurer Relieved of Liability. The Insurer shall be fully protected
in (and shall have no liability from) recognizing (and complying with) any
request made by the Owner or Assignee, with or without the consent of any other
person or entity.

         8. Release of This Collateral Assignment. Upon the full payment of the
liabilities of the Owner to the Assignee pursuant to the Split-Dollar Agreement,
the Assignee shall promptly release and reassign to the Owner all specific
rights in the Policy included in this Assignment.


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         9. Additional Rights and Powers of Assignee. The exercise of any right,
option, privilege or power herein granted to the Assignee shall be at the option
of the Assignee, and except as provided herein, the Assignee may exercise any
such right, option, privilege or power without notice to, or assent by, or
affecting the liability of, or releasing any interest hereby assigned by the
Owner. The Assignee may take or release other security, may grant extensions,
renewals or indulgences with respect to the obligations of the Owner to the
Assignee under the Split-Dollar Agreement, or may apply the proceeds of the
Policy hereby assigned or any amount received on account of the Policy by the
exercise of any right permitted under this Assignment, without resorting to or
regard to other security, if any.

         10. Conflicts. In the event of any conflict between the provisions of
this Assignment and the provisions of the Split-Dollar Agreement, with respect
to the Policy or the Assignee's rights of collateral security therein, the
provisions of this Assignment shall prevail.

         11. No Bankruptcy Proceeding. The Owner declares that no proceedings in
bankruptcy are pending against the Owner, and that the Owner's property is not
subject to any assignment for the benefit of creditors of the Owner.

         12. Counterparts. This Assignment may be executed in counterparts, each
of which shall be deemed an original, but all of which, together, shall be
deemed one and the same document.

         IN WITNESS WHEREOF, the parties hereto have executed this Collateral
Assignment of Life Insurance Policy Pursuant to Split-Dollar Agreement on this
18th day of December, 1998.

                                      AMENDED HILBERT RESIDENCE
                                        MAINTENANCE TRUST,
                                        dated December 19, 1996

                                      By: 
                                         -------------------------------------
                                          Rollin M. Dick, Trustee


                                                     "Owner"



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Agreed and accepted on this 18th day of December, 1998.

                                      CONSECO, INC.

                                      By:





                                      Printed:





                                      Title:





                                      "Assignee"





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                                   EXHIBIT "A"

         The following life insurance policy is subject to the attached
Collateral Assignment:

         Insurer:  MetLife

         Insured:  Stephen C. Hilbert

         Policy Number: 981250011PR

         Face Amount:  $12,500,000

         Date of Issue:  December 1, 1998




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