PRICING AGREEMENT

                          325,000 Preferred Securities

                           CONSECO FINANCING TRUST II

                           (a Delaware business trust)

             8.70% Capital Trust Pass-through Securitiessm (TruPSSM)

                   (Liquidation Amount of $1,000 per Security)



                                PRICING AGREEMENT



                                                              November 22, 1996


Salomon Brothers Inc
Seven World Trade Center
New York, New York  10048

Ladies and Gentlemen:

         Reference is made to the  Underwriting  Agreement,  dated  November 22,
1996  (the  "Underwriting  Agreement"),  relating  to the  purchase  by  Salomon
Brothers  Inc of the above 8.70%  Capital  Trust  Pass-through  Securities  (the
"Capital Securities"),  of Conseco Financing Trust II, a Delaware business trust
(the "Trust").

         Pursuant to Section 2 of the Underwriting Agreement, the Trust
and Conseco, Inc. (the "Company"), an Indiana corporation, agree
with the Underwriter as follows:

         1. The  initial  public  offering  price per  security  for the Capital
Securities, determined as provided in said Section 2, shall be $1,000.

         2. The purchase  price per security  for the Capital  Securities  to be
paid by  Salomon  Brothers  Inc shall be  $1,000,  being an amount  equal to the
initial public offering price set forth above.

         3. The  compensation to be paid by the Company to Salomon  Brothers Inc
in respect of its commitments  hereunder shall be an amount in same day funds of
$10 per Capital Security.



XX Xxxxxxx Brothers Inc has filed applications with the United States Patent and
Trademark Office for the registration of the TruPS service mark.

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         If the  foregoing  is in  accordance  with  your  understanding  of our
agreement,  please sign and return to the Trust a counterpart hereof,  whereupon
this instrument,  along with all  counterparts,  will become a binding agreement
among the Underwriter and the Offerors in accordance with its terms.

                                            Very truly yours,

                                            CONSECO, INC.


                                          By: /s/ XXXXXX X. XXXX
                                              ------------------------------ 
                                              Name:  Xxxxxx X. Xxxx
                                              Title: Executive Vice President


                                            CONSECO FINANCING TRUST II


                                            By: /s/ XXXXXX X. XXXX
                                                -----------------------------
                                                Name:  Xxxxxx X. Xxxx
                                                Title: Regular Trustee



CONFIRMED AND ACCEPTED, as of the date first above written:

SALOMON BROTHERS INC


By: /s/ XXXXXX X. XXXXX



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