Conseco Completes Green Tree Acquisition.

CARMEL, Ind.--(BUSINESS WIRE)--June 30, 1998--Conseco, Inc. (NYSE:CNC) today completed its acquisition of Green Tree Financial Corporation (NYSE:GNT) for approximately $6 billion in stock. The transaction was approved earlier today by the shareholders of both companies.

Conseco Chairman Stephen C. Hilbert said, "We are thrilled to welcome Green Tree's outstanding management team, its 6,000 employees and its 20,000 consumer finance dealers to the Conseco family. Conseco has become one of the largest financial service companies in America, with more than $65 billion of balance sheet assets, managed investments and finance receivables. Conseco now offers a full range of life insurance, health insurance and consumer finance products and services to more than 11 million customers throughout middle America.

"With the addition of Green Tree," Hilbert said, "Conseco is better prepared to fulfill its long-standing mission: Protect wealth. Create wealth. Our goal for life.(SM) Our customers geta wider array of product choices and the security of Conseco's financial strength. Our agents gain a leadership position in the market--and the means to keep it. Our employee associates benefit by having more opportunities to serve our customers. And our investors get new avenues for growth with the company that posted the best total returns in the Fortune 500 from 1987 to 1997."

The Green Tree acquisition, Conseco's 20th in its 16 years as an operating company, is the largest in Conseco's history. In the transaction, each share of Green Tree common stock was converted into 0.9165 shares of Conseco common stock. Conseco issued approximately 124 million common shares in exchange for all of GNT's outstanding common shares and equivalents. Conseco's total common shares outstanding increased to approximately 312 million and diluted shares outstanding for 2Q98 are expected to be approximately 338 million.

As previously announced, Green Tree will continue to operate from its existing headquarters in St. Paul, Minnesota, and its 200 local offices throughout the country. Green Tree Chairman and CEO Lawrence Coss will continue to manage Green Tree's business, which will operate as a subsidiary of Conseco.

Also as previously announced, the acquisition is being accounted for as a pooling of interests, and Conseco expects the acquisition to be accretive to its earnings per share beginning with 3Q98 results. Conseco will report quarterly results on a pooled basis beginning with 2Q98.

First Union National Bank is acting as exchange agent. Appropriate forms for presenting GNT stock certificates will be mailed shortly to all GNT stockholders of record. For further information, holders may contact First Union at 800.829.8432.

Headquartered in Carmel, Ind., Conseco is a financial services organization dedicated to providing its customers with solutions for both wealth protection and wealth creation. Through its subsidiaries, Conseco is one of the nation's leading providers of supplemental health insurance, retirement annuities, universal life insurance and consumer finance products and services.

World Wide Web http://www.conseco.com Investor Hotline 800.4.CONSECO Fax-on-Demand 800.344.6452

    CONTACT:  Conseco, Inc., Carmel
               Jim Rosensteele, 317/817-2893