FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT

                              FIRST AMENDMENT
                                    TO
                         STOCK PURCHASE AGREEMENT

     FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT, dated as of July 1, 1998,
by and between STANDARD MANAGEMENT CORPORATION, an Indiana corporation (the
"Buyer") and MC EQUITIES, INC., a Delaware corporation (the "Seller").

                                 RECITALS

     WHEREAS,  Seller is the beneficial owner of 1,000 shares of the issued
and outstanding  of the 11,765 authorized capital and common stock ("Common
Stock"), $1.00 par  value  per  share ("the Shares") of Midwestern National
Life Insurance Company of Ohio, an Ohio corporation (the "Company"); and

     WHEREAS, Seller has agreed to  sell, and Buyer has agreed to purchase,
all of the Shares of the Company and  executed  a  Stock Purchase Agreement
dated as of June 4, 1998 (the "Agreement"); and

     WHEREAS,  despite diligent effort, Seller has not  yet  been  able  to
obtain the Seller's  Stockholder  Approval,  as  defined  in  the Agreement
required by SECTIONS 3.2 and 8.8 thereof; and

     WHEREAS,  despite  diligent  effort,  Buyer  has not yet been able  to
obtain  the  consents of Fleet National Bank, Inc. and  Conseco,  Inc.,  as
required by SECTION 7.11 of the Agreement;

     NOW THEREFORE,  pursuant  to  SECTION  12.8  of  the  Agreement and in
consideration of the mutual representations, warranties and  covenants made
herein  and  of  the  mutual  benefits to be derived herefrom; the  parties
hereto agree to amend the Agreement as follows:

     1.   AUTHORITY.  Section 3.2  of the Agreement shall be deleted in its
entirety and the following shall be inserted therefor:

     The Board of Directors of the Seller  has  duly  and  validly approved
this Agreement and the transactions contemplated hereby.  The execution and
delivery of this Agreement by the Seller and the performance  by the Seller
of  its  obligations  under  this Agreement have been, or on or before  the
close of business of the fortieth (40th) Business Day following the date of
this  Agreement,  will be duly and  validly  authorized  by  all  necessary
corporation action  on  the  part of the Seller.  Subject to receipt of the
Seller's Stockholder Approval,  this  Agreement constitutes a legal, valid,
and binding obligation of the Seller and  the  Company  and  is enforceable
against the Seller and the Company in accordance with its terms,  except to
the  extend  that  (a)  enforcement  may  be  limited  by or subject to any
bankruptcy, insolvency, reorganization, moratorium, or similar  Laws now or
hereafter in effect relating to or limiting creditors' rights generally and
(b)  the  remedy of specific performance and injunctive and other forms  of
equitable relief  are  subject  to  certain  equitable  defenses and to the
discretion of the court or other similar Person before which any proceeding
therefor may be brought.

     2.   SELLER STOCKHOLDER APPROVAL.  SECTION 8.8 of the  Agreement shall
be deleted in its entirety and the following shall be inserted therefor:

     The  Seller  shall  have  obtained  the  Seller  Stockholder Approval;
provided that, unless on or before the close of business  of  the  fortieth
(40th) Business Day following the date of this Agreement, the Seller  shall
have  provided  written  notice  to the Buyer of the nonsatisfaction of the
condition described in this SECTION  8.8,  the  condition described in this
SECTION 8.8 shall be deemed waived by the Seller.

     3.   APPROVAL BY FLEET AND CONSECO.  SECTION  7.11  of  the  Agreement
shall  be  deleted  in  its  entirety  and  the following shall be inserted
therefor:

     Fleet National Bank ("Fleet") and Conseco,  Inc.  shall have consented
to  the  consummation  of  the transactions under this Agreement  and  have
agreed to restructure the existing Fleet debt in the sum of $6,000,000 upon
terms and conditions satisfactory  to  the  Buyer  in  its sole discretion;
provided that, unless on or before the close of business  of  the  fortieth
(40th)  Business  Day  following the date of this Agreement the Buyer shall
have provided written notice  to  the  Seller of the nonsatisfaction of the
condition described in this SECTION 7.11,  the  condition described in this
SECTION 7.11 shall be deemed waived by the Buyer.

     IN WITNESS WHEREOF, this FIRST AMENDMENT TO  STOCK  PURCHASE AGREEMENT
has been duly executed and delivered by the parties hereto, effective as of
the date first written above.

                              MC EQUITIES, INC.



                              By:   /s/ Xxxxxxx X. Xxxxxxx    
                              Name:     Xxxxxxx X. Xxxxxxx
                              Title:    Secretary and General Counsel



                              STANDARD MANAGEMENT CORPORATION



                              By:   /s/ Xxxxxx X. Xxxxx
                              Name:     Xxxxxx X. Xxxxx
                              Title:    Executive Vice President