Conseco Announces Two Management Ownership Programs.

CARMEL, Ind.--(BUSINESS WIRE)--April 1, 1996--Conseco, Inc. (NYSE:CNC) announced today that it implemented two programs aimed at encouraging its directors and executive officers to increase their outright ownership of Conseco common stock, further aligning their interests with the interests of all shareholders. The first, a director/executive stock purchase program, provides company-guaranteed loans to 10 directors and executives to enable them to purchase in the future up to an aggregate of 1,000,000 pre-split shares in the open market. Under the second, an option exercise program, Conseco's chief executive officer and four executive vice presidents exercised outstanding vested stock options to purchase approximately 778,000 pre-split shares of the company's common stock. (As previously reported, Conseco will distribute a two-for-one common stock split today, April 1, 1996.) Both programs were approved by Conseco's board of directors.

Director/Executive Stock Purchase Program. The intent of the program is to encourage long-term shareholdings by participants. Board members and executive vice presidents of the company are eligible to participate. Participants may elect to acquire between 10,000 and 100,000 pre-split shares. If any participant elects to purchase fewer than 100,000 shares, the remaining shares will be made available to those participants who choose to participate at a level in excess of 100,000 shares. Shares will be purchased in the open market or in negotiated transactions with independent parties. Participants may elect to purchase solely Conseco common stock or may elect that up to 50 percent of their participation be in the form of Conseco PRIDES, which are mandatorily convertible into common stock on February 1, 2000. Purchases will be financed by personal loans to the participants from a bank. Conseco will guarantee the loans, but will be indemnified by the participants.

Option Exercise Program. The options exercised would otherwise have remained exercisable until the years 2000 through 2002. As a result of the exercise, the company will be able to realize a tax deduction of approximately $45 million, equal to the aggregate tax gain recognized by the executives as a result of the exercise. No cash was either received or paid by the participants in the program; participants paid for the exercised options by tendering approximately 80,000 previously owned shares and Conseco withheld approximately 321,000 shares from the exercise proceeds to cover federal and state taxes owed by the executives as a result of the exercise transaction. As part of the inducement to exercise the options, the Compensation Committee, composed entirely of independent directors, also granted new options at the current market price to the executive officers equal to the number of shares surrendered and withheld for taxes.

Net of withheld shares, the participants received 377,000 shares of common stock in the program. As a result of the program, the number of shares owned by executives increased and the dilution attributable to stock options decreased, Conseco said. Executive officers and directors of the company now own approximately 11.7 percent of the 20.7 million pre-split common shares outstanding, up from approximately 9.9 percent and 7.3 percent of shares outstanding one and two years ago, respectively. (Including all outstanding stock options, deferred compensation plans and convertible securities, the company's directors and officers now have a 25.5 percent stake in the company.) The program also made it possible for the executives to avoid having to sell a large number of shares in the open market to pay the tax obligations generated by the option exercise, thereby eliminating a potentially adverse effect on the market price of Conseco stock.

Conseco, a financial services organization headquartered in Carmel, Ind., owns and operates life insurance companies and provides investment management, administrative and other services for fees.

For more information

Investor Hotline -- Call (800) 4-CONSECO (in Indianapolis: 817-6777) to receive annual reports, 10-Ks, 10-Qs and other lengthy documents by mail, to be placed on our permanent mailing list, to hear prerecorded messages on a number of topics, including daily stock trading, news releases and financial results, or to speak with an investor relations representative.

Fax-on-Demand -- Call [phone] for a menu of Conseco news releases and other investor publications (including our investor guide, which contains additional statistical data) you can receive free via Fax.

Internet -- All Conseco news releases are issued through Business Wire (BW), an international wire service. You may access BW news releases through more than 100 electronic channels, including major consumer information services, short-term database services, historical/business database services and financial database services/stock quote systems. BW news releases and Conseco's filings with the Securities and Exchange Commission are also available on the Internet through the major consumer information services.

E-Mail -- Contact us at [e-mail] to ask questions or request materials.

NOTE: There should be an "at" sign in the E-mail address listed

in this release. This symbol may not print properly on

some computer systems.

CONTACT: Conseco, Inc.

Jim Rosensteele, 317/817-2893 (VP Investor Relations)

[e-mail]