EMPLOYMENT AGREEMENT
 
              EMPLOYMENT AGREEMENT, dated as of the 28th day of June, 2000,
between CONSECO, INC., an Indiana corporation (hereinafter called the
"Company"), and Gary C. Wendt (hereinafter called "Executive").
 
                                    RECITALS
 
         WHEREAS, the Company desires to employ Executive as its chief executive
officer upon the terms and subject to the conditions set forth herein;
 
         NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants contained herein, the Company and the Executive hereby agree as
follows:
 
         1. Employment. The Company hereby employs Executive and Executive
hereby accepts employment upon the terms and conditions hereinafter set forth.
 
         2. Term. The effective date of this Agreement shall be June 28, 2000.
Subject to the provisions for termination as provided in Section 10 hereof, the
term of this Agreement shall be the period from the effective date through June
30, 2005. The term "Basic Employment Period" as used in this Agreement shall
mean the period remaining hereunder.
 
         3. Duties. During the Basic Employment Period, the Company shall employ
Executive as the Chairman of the Board and Chief Executive Officer of the
Company. Executive shall report solely and directly to the Board of Directors of
the Company (the "Board"). During the Basic Employment Period, Executive shall
have such responsibilities, duties and authority as is commensurate with chief
executive officers of public entities of similar size. It is contemplated that,
in connection with each annual meeting of shareholders of the Company during the
Basic Employment Period at which Executive's term as a director expires, the
Board will nominate Executive for election as a member of the Board.
 
         4. Extent of Services. Executive, subject to the direction and control
of the Board, shall have all power and authority commensurate with his position
as the Company's chief executive and necessary to perform his duties hereunder.
The Company agrees to provide to Executive such assistance and work
accommodations as are suitable to the character of his position with the Company
and adequate for the performance of his duties. Executive shall devote his
entire employable time, attention and best efforts to the business of the
Company, and shall not, without the consent of the Company, during the term of
this Agreement be actively engaged in any other business activity, whether or
not such business activity is pursued for gain, profit or other pecuniary
advantage; but this shall not be construed as preventing Executive from serving
on boards of professional, community, civic, educational, charitable and
corporate organizations on which he presently serves or may choose to serve or
managing his personal investments. For purposes of this
 
 
 
 
                                       -1-
 
<PAGE>
 
 
 
Agreement, entire employable time shall mean the normal work week for
individuals in executive management positions with the Company.
 
         5. Compensation.
 
            (a) On the effective date of this Agreement, the Company shall pay
         Executive an amount equal to Forty-Five Million Dollars ($45,000,000)
         net of any Withholding Taxes (as defined in Section 20).
 
            (b)  (i) If Executive still is, and since the effective date of this
                 Agreement has, continuously been employed by the Company
                 through June 30, 2002, he shall be entitled to receive a bonus
                 calculated as follows: (A) Eight Million Dollars ($8,000,000)
                 if the Average Stock Price (as hereafter defined) is less than
                 $10.00; (B) Ten Million Dollars ($10,000,000) if the Average
                 Stock Price is $10.00 or more, but less than $15.00; (C) Twenty
                 Million Dollars ($20,000,000) if the Average Stock Price is
                 $15.00 or more, but less than $20.00; or (D) Fifty Million
                 Dollars ($50,000,000) if the Average Stock Price is $20.00 or
                 more. The term "Average Stock Price" shall mean the average of
                 the closing sale prices of a share of common stock of the
                 Company for the twenty (20) trading days preceding June 30,
                 2002, as reported by The Wall Street Journal (Midwest Edition)
                 on the principal exchange or quotation system on which the
                 common stock is then traded or quoted. The bonus, net of any
                 Withholding Taxes, shall be paid by the Company on July 15,
                 2002. Such bonus may be accelerated at the option of Executive
                 to the date on which a "change in control" of the Company (as
                 defined in Section 10) occurs in which event the bonus shall be
                 computed on the basis of the Average Stock Price on the date
                 immediately preceding the date of the "change in control."
 
                 (ii) For the Basic Employment Period after June 30, 2002,
                 Executive shall be entitled to receive the following annual
                 compensation (based on a year ending June 30): (A) a base
                 salary ("Base Salary") of One Million Dollars ($1,000,000),
                 payable in accordance with the Company's payroll procedures for
                 its salaried employees, and which may be increased, but not
                 decreased during the Basic Employment Period; (B) a "Formula
                 Bonus" (as hereafter defined); (C) an annual grant, on July 1
                 of each year, of options to purchase not less than five hundred
                 thousand (500,000) shares of the Company's common stock
                 ("Shares") under any of the Company's stock option plans, such
                 options to vest ratably over a five (5) year period (however,
                 such options shall continue to vest after any termination of
                 Executive's employment as long as Executive is not then
                 engaging in any of the activities specified in clauses (i)
                 through (v) of Section 9) and expire ten (10) years after the
                 date of grant; and (D) an award of Shares, on July 1 of each
                 year, subject to restrictions ("Restricted Stock"), with a
                 value based on the closing sale price on the date of the award
                 of not less than One Million Five Hundred Thousand Dollars
                 ($1,500,000), with the restrictions to lapse ratably over a
                 five (5) year period (however, the restrictions on such
                 Restricted Stock shall continue to lapse after any
 
 
 
 
                                       -2-
 
<PAGE>
 
 
 
                 termination of Executive's employment as long as Executive is
                 not then engaging in any of the activities specified in clauses
                 (i) through (v) of Section 9). For purposes of this Agreement,
                 the term "Formula Bonus" shall mean the amount to be paid
                 depending upon any increase or decrease the Company's earnings
                 per share (adjusted to exclude compensation payable to
                 Executive) for the preceding twelve month period. If the
                 Company's earnings per share have increased by five percent
                 (5%), the amount of the Formula Bonus shall be equal to One
                 Million Four Hundred Thousand Dollars ($1,400,000) (the "Target
                 Bonus"). The Formula Bonus shall be increased proportionately
                 above the Target Bonus up to a maximum of two (2) times the
                 Formula Bonus if the increase in earnings per share is more
                 than five percent (5%) up to a maximum increase for calculation
                 purposes of twenty percent (20%). The Formula Bonus shall be
                 decreased proportionately below the Target Bonus to a minimum
                 of a zero if the change in earnings per share is less than five
                 percent (5%) to a maximum change for calculation purposes of a
                 decrease of ten percent (10%). In the event that at any time
                 during the Basic Employment Period, Executive is able to, and
                 elects to, participate in a performance-based executive bonus
                 plan which has been approved by the Company's shareholders, the
                 Executive's right to receive the Formula Bonus provided for in
                 this subsection for the remainder of the Basic Employment
                 Period shall be governed by such a plan.
 
            (c) The Company shall grant to Executive a non-qualified option to
         purchase ten million (10,000,000) Shares (the "Initial Option"). The
         Initial Option shall have an exercise price equal to $5.875. Twenty
         percent (20%) of the Shares underlying the Initial Option shall vest
         immediately but shall not be exercisable prior to June 30, 2002, and
         the balance shall vest in four equal annual increments of twenty
         percent (20%) each commencing June 30, 2002, through June 30, 2005;
         however, the Shares shall also vest in full upon a "change in control"
         of the Company. The Initial Option shall expire ten (10) years from the
         effective date of this Agreement. Notwithstanding the foregoing,
         Executive shall not, without the prior written consent of the Company,
         exercise more than an aggregate of six million (6,000,000) Shares
         underlying the Initial Option before the calendar year following the
         calendar year in which the termination date of Executive's employment
         with the Company occurs. The Initial Option shall be on the terms and
         conditions contained in a Nonqualified Stock Option Agreement in the
         form attached hereto as Annex 1.
 
            (d) On the effective date of this Agreement, the Company shall issue
         to Executive three million two hundred thousand (3,200,000) shares of
         Restricted Stock, which restrictions shall lapse if Executive remains
         an employee of the Company through June 30, 2002; however, the
         restrictions shall lapse earlier upon a "change in control" of the
         Company. Dividends on the Restricted Stock will be paid to Executive as
         compensation during the restriction period. Executive agrees that he
         will notify the Company if he makes the election provided for in
         Section 83(b) of the Internal Revenue Code of 1986, as amended (the
         "Code"), with respect to the Restricted Stock. The award of Restricted
         Stock shall be on such other terms and conditions contained in the
         Restricted Stock Agreement in the form attached hereto as Annex 2.
 
 
 
                                       -3-
 
<PAGE>
 
 
 
            (e) Within thirty (30) days of the effective date of this Agreement,
         the Company shall cause its subsidiary, Bankers Life and Casualty
         Company ("Bankers Life") to appoint Executive an executive officer of
         Bankers Life and to provide Executive with the nonqualified
         supplemental retirement benefit (the "Supplemental Retirement Benefit")
         provided for in this subsection. The Supplemental Retirement Benefit
         shall be in the form of a fully vested joint and 100% survivor annuity
         that commences when Executive attains age 65 and in an amount equal to
         One Million Five Hundred Thousand Dollars ($1,500,000) per year.
         Notwithstanding any provision of this Agreement to the contrary, the
         Supplemental Retirement Benefit shall not be reduced, suspended or
         otherwise affected as a result of any termination of Executive's
         employment under this Agreement.
 
         6. Fringe Benefits.
 
            (a) Executive shall be entitled to participate in such existing
         employee benefit plans and insurance programs offered by the Company,
         or which it may adopt from time to time, for its executive management
         or supervisory personnel generally, in accordance with the eligibility
         requirements for participation therein. Nothing herein shall be
         construed so as to prevent the Company from modifying or terminating
         any employee benefit plans or programs, or employee fringe benefits, it
         may adopt from time to time. Without limiting the generality of the
         foregoing, Executive shall be entitled to use Company aircraft (subject
         to availability of such aircraft after business use) for personal and
         business travel (it being understood that Executive shall reimburse the
         Company for personal aircraft use in the amount of taxable income
         Executive would otherwise recognize for such use in accordance with the
         Company's policies on personal use of Company aircraft).
 
            (b) Executive shall be entitled to four (4) weeks vacation with pay
         for each year during the term hereof.
 
            (c) Executive may incur reasonable expenses for promoting the
         Company's business, including expenses for entertainment, travel, and
         similar items. The Company shall reimburse Executive for all such
         reasonable expenses upon Executive's periodic presentation of an
         itemized account of such expenditures.
 
            (d) The Company shall, upon periodic presentation of satisfactory
         evidence and to a maximum of Ten Thousand Dollars ($10,000) per each
         year of this Agreement, reimburse Executive for reasonable medical
         expenses incurred by Executive and his dependents which are not
         otherwise covered by health insurance provided to Executive under
         Section 6(a).
 
            (e) During the Basic Employment Period, the Company shall assume or
         replace on reasonably equivalent terms and coverages, including the
         same annual cost to Executive, the life insurance program previously
         provided to Executive by his former employer, provided, however that
         the total annual cost to the Company of such program shall not exceed
         $125,000 plus such additional amount to the extent the Company is
         entitled to share in the death benefits of such program.
 
 
 
 
                                       -4-
 
<PAGE>
 
 
 
            (f) During the Basic Employment Period, the Company shall pay
         Executive a monthly automobile allowance in the amount of Six Hundred
         Dollars ($600), and the Company shall pay directly or reimburse
         Executive for the cost of fuel that he incurs in using his automobile.
 
            (g) The Company agrees to reimburse Executive for the costs of
         travel and living expenses he and his household incur prior to the time
         that he relocates his residence to Central Indiana up to a maximum
         period of one (1) year from the effective date of this Agreement.
 
         7. Disability. If Executive shall become physically or mentally
disabled during the term of this Agreement to the extent that his ability to
perform his duties and services hereunder is materially and adversely impaired,
his salary, bonus and other compensation provided herein shall continue while he
remains employed by the Company; provided, that if such disability (as confirmed
by competent medical evidence) continues for at least six (6) consecutive
months, the Company may terminate Executive's employment hereunder in which case
the Company shall immediately pay Executive the amounts provided for in Section
11(b), and, provided further, that no such payment shall be required if such
disability arises primarily from: (a) chronic depressive use of intoxicants,
drugs or narcotics, or (b) intentionally self-inflicted injury or intentionally
self-induced sickness; or (c) a proven unlawful act or enterprise on the part of
Executive.
 
         8. Disclosure of Information. Executive acknowledges that in and as a
result of his employment with the Company, he has been and will be making use
of, acquiring and/or adding to confidential information of the Company of a
special and unique nature and value. As a material inducement to the Company to
enter into this Agreement and to pay to Executive the compensation stated in
Section 5, as well as any additional benefits stated herein, Executive covenants
and agrees that he shall not, at any time during or following the term of his
employment, directly or indirectly, divulge or disclose for any purpose
whatsoever, any confidential information that has been obtained by or disclosed
to him as a result of his employment with the Company, except to the extent that
such confidential information (a) becomes a matter of public record or is
published in a newspaper, magazine or other periodical available to the general
public, other than as a result of any act or omission of Executive, (b) is
required to be disclosed by any law, regulation or order of any court or
regulatory commission, department or agency, provided that Executive gives
prompt notice of such requirement to the Company to enable the Company to seek
an appropriate protective order or confidential treatment, or (c) is necessary
to perform properly Executive's duties under this Agreement. Upon the
termination of this Agreement, Executive shall return all materials obtained
from or belonging to the Company which he may have in his possession or control.
 
         9. Covenants Against Competition and Solicitation. Executive
acknowledges that the services he is to render to the Company are of a special
and unusual character, with a unique value to the Company, the loss of which
cannot adequately be compensated by damages or an action at law. In view of the
unique value to the Company of the services of Executive for which the Company
has contracted hereunder, because of the confidential information to be obtained
by, or disclosed to, Executive as hereinabove set forth, and as a material
inducement to the Company to
 
 
 
 
                                       -5-
 
<PAGE>
 
 
enter into this Agreement and to pay to Executive the compensation stated in
Section 5, as well as any additional benefits stated herein, and other good and
valuable consideration, Executive covenants and agrees that through the later of
June 30, 2002 or one (1) year after termination of Executive's employment with
the Company (the "Restriction Period"), Executive shall not, directly or
indirectly, anywhere in the United States of America (i) render any services, 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, accident or health insurance products or services;
(ii) render any services, 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 any lending or other
financial products or services that are competitive with the lending or other
financial products or services sold or provided by the Company or its
subsidiaries, (iii) in any manner compete with the Company or any of its
subsidiaries; (iv) solicit or attempt to convert to other insurance carriers,
finance companies or other corporations, persons or other entities providing
these same or similar products or services provided by the Company and its
subsidiaries, any customers or policyholders of the Company, or any of its
subsidiaries; or (v) solicit for employment or employ any employee of the
Company or any of its subsidiaries. The covenants of Executive in this Section 9
shall be void and unenforceable if this Agreement is terminated pursuant to a
Control Termination as defined in Section 10. In addition, the covenants of
Executive in this Section 9 other than the covenant contained in clause (v)
shall be void and unenforceable if the Company terminates this Agreement without
"just cause" or Executive terminates this Agreement for "good reason." Should
any particular covenant or provision of this Section 9 be held unreasonable or
contrary to public policy for any reason, including, without limitation, the
Restriction Period, geographical area, or scope of activity covered by any
restrictive covenant or provision, the Company and Executive acknowledge and
agree that such covenant or provision shall automatically be deemed modified
such that the contested covenant or provision shall have the closest effect
permitted by applicable law to the original form and shall be given effect and
enforced as so modified to whatever extent would be reasonable and enforceable
under applicable law.
 
         10. Termination.
 
            (a) Either the Company or Executive may terminate this Agreement at
         any time for any reason upon written notice to the other. This
         Agreement shall also terminate upon (i) the death of Executive or (ii)
         termination by the Company after disability of Executive pursuant to
         Section 7.
 
            (b) The Company may terminate this Agreement at any time for "just
         cause." For purposes of this Agreement "just cause" shall mean:
 
                 (i) The commission of malfeasance or fraud or dishonesty of a
            substantial nature in performing Executive's services on behalf of
            the Company, which is in each case willful and deliberate on
            Executive's part and committed in bad faith or without reasonable
            belief that such breach is in the best interests of the Company;
 
 
 
 
                                       -6-
 
<PAGE>
 
 
                 (ii) Executive's breach of any material provision of this
            Agreement, or his use of alcohol or drugs which interferes with the
            performance of his duties hereunder or which compromises the
            integrity and reputation of the Company, its employees, and
            products;
 
                 (iii) Executive's conviction by a court of law, or admission
            that he is guilty, of a felony or other crime involving moral
            turpitude; or
 
                 (iv) Executive's absence from his employment other than as a
            result of Section 7 hereof, for any cause for a period of more than
            four (4) weeks without prior written consent from the Company.
 
         The Company may not terminate Executive's employment for "just cause"
unless:
 
                 (i) the Company provides Executive with at least thirty (30)
            days advance written notice (the "Notice of Consideration") of its
            intent to consider termination of Executive's employment for "just
            cause," including a description of the specific reasons which form
            the basis for such consideration;
 
                 (ii) for a period of not less than fifteen (15) days after the
            date Notice of Consideration is provided, Executive shall have the
            opportunity to appear before the Board, with or without legal
            representation, at Executive's election, to present arguments and
            evidence on his own behalf; and
 
                 (iii) following the presentation to the Board as provided in
            (ii) above or Executive's failure to appear before the Board at a
            date and time specified in the Notice of Consideration (which date
            shall not be less than fifteen (15) days after the date the Notice
            of Consideration is provided), Executive may be terminated for "just
            cause" only if the Board, by the affirmative vote of all of its
            members (excluding Executive), determines that the actions or
            inactions of Executive specified in the Notice of Consideration
            occurred, that such actions or inactions constitute "just cause,"
            and that Executive's employment should be terminated for "just
            cause."
 
Unless the Company complies with the requirements of this subsection (b), any
termination of employment shall be deemed a termination by the Company without
"just cause." After providing a Notice of Consideration pursuant to the
provisions of this subsection (b), the Board may, by the affirmative vote of all
of its members (excluding Executive), suspend Executive with pay until a final
determination pursuant to this subsection has been made.
 
            (c) The Executive may terminate this Agreement at any time with
         "good reason." For purposes of this Agreement "good reason" shall mean:
 
 
 
 
 
                                       -7-
 
<PAGE>
 
 
 
                 (i) a failure to nominate or elect Executive as Chairman of the
            Board and Chief Executive Officer of the Company or as a member of
            the Board or any removal of Executive as a member of the Board; or
 
                 (ii) a significant reduction in the nature or scope of
            Executive's authority or duties from those contemplated by this
            Agreement; or
 
                 (iii) causing or requiring Executive to report to anyone other
            than the Board or appointing any other person to a position of equal
            authority or having a direct reporting responsibility to the Board
            (other than the Company's internal auditors); or
 
                 (iv) any violation by the Company of its obligations to
            Executive's most recent former employer under Section 4.01(b) of a
            certain Inducement Agreement executed contemporaneously herewith
            such that Executive no longer has the right, under Executive's
            agreement with such former employer, to be employed by the Company;
            or
 
                 (v) any other breach of any material provision of this
            Agreement by the Company which is not remedied by the Company within
            forty-five (45) days after receipt of written notice from Executive
            specifying such breach.
 
            (d) The term "Control Termination" as used herein shall mean (A)
         termination of this Agreement by the Company for any reason other than
         death, disability under Section 7 or for "just cause" in anticipation
         of or not later than two years following a "change in control" of the
         Company (as defined below), or (B) termination of this Agreement by
         Executive following a "change in control" upon the occurrence of (i)
         any of the events specified in (c) above as constituting "good reason"
         or (ii) the giving of a notice of a termination by Executive during the
         6-month period commencing six (6) months after a "change in control."
 
The term "change in control" shall mean a change in 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 Exchange Act of 1934 (the "Act")
if such Item 6(e) were applicable to the Company as such Item is in effect on
the effective date of this Agreement; provided that, without limitation,
 
            (x) such a change in control shall be deemed to have occurred if and
         when (A) except as provided in (y) below, any "person" (as such term is
         used in Sections 13(d) and 14(d) of the Act) is or becomes a
         "beneficial owner" (as such term is defined in Rule 13d-3 promulgated
         under the Act), directly or indirectly, of securities of the Company
         representing 25% or more of the combined voting power of the Company's
         then outstanding securities entitled to vote with respect to the
         election of its Board of Directors or (B) as the result of a tender
         offer, merger, consolidation, sale of assets, or contest for election
         of directors, or any combination of the foregoing transactions or
         events, individuals who, as of the date hereof,
 
 
 
 
                                       -8-
 
<PAGE>
 
 
 
         constitute the Board of Directors of the Company (the "Incumbent
         Board") cease to constitute at least a majority of such Board;
         provided, however, that any individual who becomes a director of the
         Company subsequent to the date hereof whose election was approved by a
         vote of at least a majority of the directors then comprising the
         Incumbent Board, shall be deemed to have been a member of the Incumbent
         Board; and provided further, that no individual who was initially
         elected as a director of the Company as a result of an actual or
         threatened election contest, as such terms are used in Rule 14a-11 of
         Regulation 14A promulgated under the Act, or any other actual or
         threatened solicitation of proxies or consents by or on behalf of any
         person other than the Board of Directors shall be deemed to have been a
         member of the Incumbent Board, or (C) any reorganization, merger or
         consolidation or the issuance of shares of common stock of the Company
         in connection therewith unless immediately after any such
         reorganization, merger or consolidation (i) more than 60% of the then
         outstanding shares of common stock of the corporation surviving or
         resulting from such reorganization, merger or consolidation and more
         than 60% of the combined voting power of the then outstanding
         securities of such corporation entitled to vote generally in the
         election of directors are then beneficially owned, directly or
         indirectly, by all or substantially all of the individuals or entities
         who were the beneficial owners, respectively, of the outstanding shares
         of common stock of the Company and the outstanding voting securities of
         the Company immediately prior to such reorganization, merger or
         consolidation and in substantially the same proportions relative to
         each other as their ownership, immediately prior to such
         reorganization, merger or consolidation, of the outstanding shares of
         common stock of the Company and the outstanding voting securities of
         the Company, as the case may be, and (ii) at least a majority of the
         members of the board of directors of the corporation surviving or
         resulting from such reorganization, merger or consolidation were
         members of the Board of Directors of the Company at the time of the
         execution of the initial agreement or action of the Board of Directors
         providing for such reorganization, merger or consolidation or issuance
         of shares of common stock of the Company, and
 
            (y) no change of control shall be deemed to have occurred if and
         when any such person becomes, with the approval of the Board of
         Directors of the Company, the beneficial owner of securities of the
         Company representing 25% or more but less than 50% of the combined
         voting power of the Company'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 Company, 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 Company, of a single
         individual to serve as a member of, or observer at meetings of, the
         Company's Board of Directors, shall not be considered "changing or
         influencing the control of the Company" within the meaning of the
         immediately preceding
 
 
 
 
                                       -9-
 
<PAGE>
 
 
 
         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.
 
Upon the occurrence of a change in control, the Company shall promptly notify
Executive in writing of the occurrence of such event (such notice, the "Change
in Control Notice"). If the Change in Control Notice is not given within 10 days
after the occurrence of a change in control the period specified in clause
(d)(A) of this Section 10 shall be extended until the second anniversary of the
date such Change in Control Notice is given.
 
         11. Payments Following Termination.
 
            (a) In the event of termination of this Agreement by the Company for
         "just cause" or by Executive without "good reason," the Company shall
         pay Executive all unpaid amounts previously accrued or awarded pursuant
         to this Agreement. In the event of the termination of this Agreement by
         the Company for "just cause" prior to June 30, 2002, the award of
         Restricted Stock provided for in Section 5(d) shall fully vest as of
         the termination date. In the event of the termination of his Agreement
         by Executive without "good reason" prior to June 30, 2001, Executive
         shall pay the Company One Million Dollars ($1,000,000) within fifteen
         (15) days of the termination date.
 
            (b) (i) In the event of termination of this Agreement because of
            death or disability of Executive prior to June 30, 2002, the Company
            shall pay to Executive or his beneficiaries immediately after the
            termination date (A) all unpaid amounts previously accrued or
            awarded pursuant to this Agreement and (B) a "Prorata Bonus" (as
            hereafter defined). In addition, a minimum of four million
            (4,000,000) Shares underlying the Initial Option provided for in
            Section 5(e) and the entire award of Restricted Stock provided for
            in Section 5(d) shall fully vest as of the termination date. For
            purposes of this Agreement, the term "Prorata Bonus" means the
            greater of: (x) Eight Million Dollars ($8,000,000) or (y) the bonus
            provided for in Section 5(b)(i) computed on the basis of the Average
            Stock Price on the termination date and multiplied by a fraction of
            which the numerator is the number of months which have elapsed since
            the effective date and the denominator is twenty-four (24).
 
                 (ii) In the event of termination of this Agreement because of
            death or disability of Executive on or after June 30, 2002, the
            Company shall pay to Executive or his beneficiaries immediately
            after the termination date all unpaid amounts previously accrued or
            awarded pursuant to this Agreement. In addition, any annual awards
            of options made pursuant to Section 5(b)(ii) prior to the
            termination which would have vested at any time in the twelve months
            following the termination date shall fully vest as of the
            termination date and any annual award of Restricted Stock provided
            for in Section 5(b)(ii) made prior to the termination date shall
            fully vest as of the termination date.
 
 
 
 
 
                                      -10-
 
<PAGE>
 
 
 
                 (iii) If Executive shall die prior to June 30, 2005, the
            Company shall also pay to the spouse of Executive if she should
            survive him a nonqualified benefit in the amount of One Million
            Dollars ($1,000,000) for each twelve (12) month period from the date
            of Executive's death through December 2006.
 
            (c)  (i) In the event of termination of this Agreement by the
            Company without "just cause," or by Executive with "good reason"
            prior to June 30, 2002, the Company shall pay Executive immediately
            after the termination date: (A) all unpaid amounts previously
            accrued or awarded pursuant to this Agreement; and (B) a Prorata
            Bonus (as defined in Section 11(b)(i)). In addition, a minimum of
            four million (4,000,000) Shares underlying the Initial Option
            provided for in Section 5(c) and the award of Restricted Stock
            provided for in Section 5(d) shall fully vest as of the termination
            date.
 
                 (ii) In the event of termination of this Agreement by the
            Company without "just cause" or by Executive with "good reason" on
            or after June 30, 2002, the Company shall pay Executive immediately
            after the termination date: (A) all unpaid amounts previously
            accrued or awarded pursuant to this Agreement and (B) an amount
            equal to three (3) times the sum of the Base Salary and the Target
            Bonus provided for in Section 5(b)(ii). In addition, the Shares
            underlying the Initial Option that would have vested at any time in
            the twelve months following the termination date shall fully vest as
            of the termination date and any annual awards of options and
            Restricted Stock provided for in Section 5(b)(ii) made prior to the
            termination date shall fully vest as of the termination date.
 
            (d) (i) In the event of a Control Termination prior to June 30,
            2002, the Company shall pay Executive immediately after the Control
            Termination: (A) all unpaid amounts previously accrued or awarded
            pursuant to this Agreement and (B) the Prorata Bonus provided for in
            Section 11(b)(i) except that the bonus shall be computed using the
            fair market value of the consideration paid or payable to the
            holders of the Company's common stock in connection with the "change
            in control," valued as of the date of the "change in control." In
            addition, the award of the Restricted Stock provided for in Section
            5(d) shall fully vest as of the earliest date on which Executive
            could give notice of termination pursuant to clause (ii) of Section
            10(d) regardless of whether or not Executive issues such notice of
            termination.
 
                 (ii) In the event of a Control Termination on or after June 30,
            2002, the Company shall pay Executive immediately after the Control
            Termination: (A) all unpaid amounts previously accrued or awarded
            pursuant to this Agreement and (B) an amount equal to three (3)
            times the sum of the Base Salary and the Target Bonus provided for
            in Section 5(b)(ii). In addition, any annual awards of options and
            Restricted Stock provided for in Section 5(b)(ii) made prior to the
            Control Termination shall fully vest as of the Control Termination.
 
 
 
 
                                      -11-
 
<PAGE>
 
 
 
         12. Tax Indemnity Payments.
 
            (a) Anything in this Agreement to the contrary notwithstanding, in
         the event it shall be determined that any payment or distribution by
         the Company or its affiliated companies to or for the benefit of
         Executive, whether paid or payable or distributed or distributable
         pursuant to the terms of the Agreement or otherwise but determined
         without regard to any additional payments required under this Section
         12 (a "Payment"), would be subject to the excise tax imposed by Section
         4999 of the Code, or any successor provision (collectively, "Section
         4999"), or any interest or penalties are incurred by Executive with
         respect to such excise tax (such excise tax, together with any such
         interest and penalties, are hereinafter collectively referred to as the
         "Excise Tax"), then Executive shall be entitled to receive an
         additional payment (a "Gross-Up Payment") in an amount such that after
         payment by Executive of all taxes (including any interest or penalties
         imposed with respect to such taxes), including, without limitation, any
         Federal, state or local income and employment taxes and the Excise Tax
         (and any interest and penalties imposed with respect to any such taxes)
         imposed upon the Gross-Up Payment, Executive retains an amount of the
         Gross-Up Payment equal to the Excise Tax imposed upon the Payments.
 
            (b) Subject to the provisions of Section 12(c), all determinations
         required to be made under this Section 12, including whether and when a
         Gross-Up Payment is required and the amount of such Gross-Up Payment
         and the assumptions to be utilized in arriving at such determination,
         shall be made by the Company's public accounting firm (the "Accounting
         Firm") which shall provide detailed supporting calculations both to the
         Company and Executive within fifteen (15) business days of the receipt
         of notice from Executive that there has been a Payment, or such earlier
         time as is requested by the Company. In the event that the Accounting
         Firm is serving as accountant or auditor for the individual, entity or
         group effecting the Change in Control, Executive may appoint another
         nationally recognized public accounting firm to make the determinations
         required hereunder (which accounting firm shall then be referred to as
         the Accounting Firm hereunder). All fees and expenses of the Accounting
         Firm shall be borne solely by the Company. Any Gross-Up Payment, as
         determined pursuant to this Section 12, shall be paid by the Company to
         Executive within five (5) days of the receipt of the Accounting Firm's
         determination. If the Accounting Firm determines that no Excise Tax is
         payable by Executive, it shall furnish Executive with a written opinion
         that failure to report the Excise Tax on Executive's applicable federal
         income tax return would not result in the imposition of a negligence or
         similar penalty. Any determination by the Accounting Firm shall be
         binding upon the Company and Executive. As a result of the uncertainty
         in the application of Section 4999 at the time of the initial
         determination by the Accounting Firm hereunder, it is possible that
         Gross-Up Payments which will not have been made by the Company should
         have been made by the Company ("Underpayment"), consistent with the
         calculations required to be made hereunder. In the event that the
         Company exhausts its remedies pursuant to Section 12(c) and Executive
         thereafter is required to make a payment of any Excise Tax, the
         Accounting Firm shall determine the amount of the Underpayment that has
         occurred and any such Underpayment shall be promptly paid by the
         Company to or for the benefit of Executive.
 
 
 
 
 
                                      -12-
 
<PAGE>
 
 
 
            (c) Executive shall notify the Company in writing of any claim by
         the Internal Revenue Service that, if successful, would require a
         payment by the Company, or a change in the amount of the payment by the
         Company of, the Gross-Up Payment. Such notification shall be given as
         soon as practicable after Executive is informed in writing of such
         claim and shall apprise the Company of the nature of such claim and the
         date on which such claim is requested to be paid; provided that the
         failure to give any notice pursuant to this Section 12(c) shall not
         impair Executive's rights under this Section 12 except to the extent
         the Company is materially prejudiced thereby. Executive shall not pay
         such claim prior to the expiration of the 30-day period following the
         date on which Executive gives such notice to the Company (or such
         shorter period ending on the date that any payment of taxes with
         respect to such claim is due). If the Company notifies Executive in
         writing prior to the expiration of such period that it desires to
         contest such claim, Executive shall:
 
                 (1) give the Company any information reasonably requested by
            the Company relating to such claim,
 
                 (2) take such action in connection with contesting such claim
            as the Company shall reasonably request in writing from time to
            time, including, without limitation, accepting legal representation
            with respect to such claim by an attorney reasonably selected by the
            Company,
 
                 (3) cooperate with the Company in good faith in order
            effectively to contest such claim, and
 
                 (4) permit the Company to participate in any proceedings
            relating to such claim;
 
         provided, however, that the Company shall bear and pay directly all
         costs and expenses (including additional interest and penalties)
         incurred in connection with such contest and shall indemnify and hold
         Executive harmless, on an after-tax basis, for any Excise Tax or
         income, employment or other tax (including interest and penalties with
         respect thereto) imposed as a result of such representation and payment
         of costs and expenses. Without limitation on the foregoing provisions
         of this Section 12(c), the Company shall control all proceedings taken
         in connection with such contest and, at its sole option, may pursue or
         forgo any and all administrative appeals, proceedings, hearings and
         conferences with the taxing authority in respect of such claim and may,
         at its sole option, either direct Executive to pay the tax claimed and
         sue for a refund or contest the claim in any permissible manner, and
         Executive agrees to prosecute such contest to a determination before
         any administrative tribunal, in a court of initial jurisdiction and in
         one or more appellate courts, as the Company shall determine; provided
         further, that if the Company directs Executive to pay such claim and
         sue for a refund, the Company shall advance the amount of such payment
         to Executive on an interest-free basis and shall indemnify and hold
         Executive harmless, on an after-tax basis, from any Excise Tax or
         income, employment or other tax (including interest or penalties with
         respect to any such taxes) imposed with respect to such advance or with
 
 
 
                                      -13-
 
<PAGE>
 
 
 
         respect to any imputed income with respect to such advance; and
         provided further, that any extension of the statute of limitations
         relating to payment of taxes for the taxable year of Executive with
         respect to which such contested amount is claimed to be due is limited
         solely to such contested amount. Furthermore, the Company's control of
         the contest shall be limited to issues with respect to which a Gross-Up
         Payment would be payable hereunder and Executive shall be entitled to
         settle or contest, as the case may be, any other issue raised by the
         Internal Revenue Service or any other taxing authority.
 
            (d) If, after the receipt by Executive of an amount advanced by the
         Company pursuant to Section 12(c), Executive becomes entitled to
         receive, and receives, any refund with respect to such claim, Executive
         shall (subject to the Company's complying with the requirements of
         Section 12(c)) promptly pay to the Company the amount of such refund
         (together with any interest paid or credited thereon after taxes
         applicable thereto). If, after the receipt by Executive of an amount
         advanced by the Company pursuant to Section 12(c), a determination is
         made that Executive shall not be entitled to any refund with respect to
         such claim and the Company does not notify Executive in writing of its
         intent to contest such denial of refund prior to the expiration of
         thirty (30) days after such determination, then such advance shall be
         forgiven and shall not be required to be repaid and the amount of such
         advance shall offset, to the extent thereof, the amount of Gross-Up
         Payment required to be paid.
 
         13. Representations of the Parties.
 
            (a) The Company represents and warrants to Executive that: (i) this
         Agreement has been duly authorized, executed and delivered by the
         Company and constitutes a valid and binding obligation of the Company;
         and (ii) the employment of Executive on the terms and conditions
         contained in this Agreement will not conflict with, result in a breach
         or violation of, constitute a default under, or result in the creation
         or imposition of any lien, charge or encumbrance upon any property or
         assets of the Company pursuant to: (A) the articles of incorporation or
         by-laws of the Company, (B) the terms of any indenture, contract,
         lease, mortgage, dead of trust, note, loan agreement or other
         agreement, obligation, condition, covenant or instrument to which the
         Company is a party or bound or to which its property is subject, or (C)
         any statute, law, rule, regulation, judgment, order or decree
         applicable to the Company, or any regulatory body, administrative
         agency, governmental body, arbitrator or other authority having
         jurisdiction over the Company.
 
            (b) Executive represents and warrants to the Company that: (i) this
         Agreement has been duly executed and delivered by Executive and
         constitutes a valid and binding obligation of Executive; and (ii)
         neither the execution of this Agreement by Executive nor his employment
         by the Company on the terms and conditions contained herein will
         conflict with, result in a breach or violation of, constitute a default
         under any agreement, obligation, condition, covenant or instrument to
         which Executive is a party or bound or to which his property is
         subject, or any statute, law,
 
 
 
                                      -14-
 
<PAGE>
 
 
 
         rule, regulation, judgment, order or decree applicable to Executive of
         any court, regulatory body, administrative agency, governmental body,
         arbitrator or other authority having jurisdiction over Executive or any
         of his property.
 
         14. Character of Termination Payments. The amounts payable to Executive
upon any termination of this Agreement shall be considered severance pay in
consideration of past services rendered on behalf of the Company and his
continued service from the date hereof to the date he becomes entitled to such
payments. Executive shall have no duty to mitigate his damages by seeking other
employment and, should Executive actually receive compensation from any such
other employment, the payments required hereunder shall not be reduced or offset
by any such other compensation.
 
         15. Arbitration of Disputes; Injunctive Relief.
 
            (a) Except as provided in paragraph (b) below, any controversy or
         claim arising out of or relating to this Agreement or the breach
         thereof, shall be settled by binding arbitration in the City of
         Indianapolis, Indiana, in accordance with the laws of the State of
         Indiana by three arbitrators, one of whom shall be appointed by the
         Company, one by Executive and the third of whom shall be appointed by
         the first two arbitrators. If the first two arbitrators cannot agree on
         the appointment of a third arbitrator, then the third arbitrator shall
         be appointed by the Chief Judge of the United States District Court for
         the Southern District of Indiana. The arbitration shall be conducted in
         accordance with the rules of the American Arbitration Association,
         except with respect to the selection of arbitrators which shall be as
         provided in this Section. Judgment upon the award rendered by the
         arbitrators may be entered in any court having jurisdiction thereof. In
         the event that it shall be necessary or desirable for Executive to
         retain legal counsel and/or incur other costs and expenses in
         connection with the enforcement of any and all of his rights under this
         Agreement, the Company shall pay (or Executive shall be entitled to
         recover from the Company, as the case may be) his reasonable attorneys'
         fees and costs and expenses in connection with the enforcement of any
         arbitration award in court, regardless of the final outcome, unless the
         arbitrators shall determine that under the circumstances recovery by
         Executive of all or a part of any such fees and costs and expenses
         would be unjust.
 
            (b) Executive acknowledges that a breach or threatened breach by
         Executive of Sections 8 or 9 of this Agreement will give rise to
         irreparable injury to the Company and that money damages will not be
         adequate relief for such injury. Notwithstanding paragraph (a) above,
         the Company and Executive agree that the Company may seek and obtain
         injunctive relief, including, without limitation, temporary restraining
         orders, preliminary injunctions and/or permanent injunctions, in a
         court of proper jurisdiction to restrain or prohibit a breach or
         threatened breach of Section 8 or 9 of this Agreement. Nothing herein
         shall be construed as prohibiting the Company from pursuing any other
         remedies available to the Company for such breach or threatened breach,
         including the recovery of damages from Executive.
 
 
 
 
 
                                      -15-
 
<PAGE>
 
 
 
         16. Notices. Any notice required or permitted to be given under this
Agreement shall be sufficient if in writing and if sent by registered mail to
his residence, in the case of Executive, or to the business office of its
General Counsel, in the case of the Company.
 
         17. Waiver of Breach and Severability. The waiver by either party of a
breach of any provision of this Agreement by the other party shall not operate
or be construed as a waiver of any subsequent breach by either party. In the
event any provision of this Agreement is found to be invalid or unenforceable,
it may be severed from the Agreement and the remaining provisions of the
Agreement shall continue to be binding and effective.
 
         18. Entire Agreement. This instrument contains the entire agreement of
the parties and supersedes all prior agreements between them. This agreement may
not be changed orally, but only by an instrument in writing signed by the party
against whom enforcement of any waiver, change, modification, extension or
discharge is sought.
 
         19. Binding Agreement and Governing Law; Assignment Limited. This
Agreement shall be binding upon and shall inure to the benefit of the parties
and their lawful successors in interest and shall be construed in accordance
with and governed by the laws of the State of Indiana. This Agreement is
personal to each of the parties hereto, and neither party may assign nor
delegate any of its rights or obligations hereunder without the prior written
consent of the other.
 
         20. Withholding. In connection with any compensation payable to
Executive under this Agreement, the Company shall have the right to require
Executive to pay an amount in cash sufficient to cover any tax, including
Federal, state or local income tax, required by any governmental entity to be
withheld or otherwise deducted and paid with respect to such transfer
("Withholding Taxes"), and to make payment to the appropriate taxing authority
of the amount of such Withholding Taxes.
 
         21. No Third Party Beneficiaries. The terms and provisions of this
Agreement are intended solely for the benefit of each party hereto and their
respective successors or permitted assigns, and it is not intended to confer
third-party beneficiary rights upon any other person.
 
         22. Expenses of Executive. The Company agrees to reimburse Executive
for all reasonable attorneys fees he incurred in connection with the negotiation
of this Agreement.
 
 
 
 
                                      -16-
 
<PAGE>
 
 
 
         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
 
                                       CONSECO, INC.
 
 
                                       By: /s/ David V. Harkins
                                           -------------------------------------
                                           David V. Harkins
                                           Interim Chairman of the Board and
                                           Chief Executive Officer
 
                                       "Company"
 
 
                                           /s/ Gary C. Wendt
                                           -------------------------------------
                                           Gary C. Wendt
 
                                       "Executive"