CONSECO INC
EXHIBIT 10.1.39
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<TYPE>EX-10.1.39 MATERIAL
<SEQUENCE>4
<FILENAME>restock.txt
<DESCRIPTION>EXHIBIT 10.1.39
<TEXT>
                                                                 Exhibit 10.1.39

                                                                        Annex 1
                           RESTRICTED STOCK AGREEMENT
                           --------------------------

               This Restricted Stock Agreement ("Agreement"), dated as of
September 17, 2001, between CONSECO, INC., an Indiana corporation (the
"Company"), and William J. Shea, an employee of the Company (the "Employee").

                                    RECITALS
                                    --------

               WHEREAS, the Employee has not previously been an employee of the
Company and as a material inducement to the Employee entering into an Employment
Agreement, dated September 10, 2001, (the "Employment Agreement") with the
Company, the Compensation Committee of the Board of Directors of the Company
(the "Board") has determined to grant to the Employee an award of shares of
common stock of the Company which is subject to certain restrictions;

               WHEREAS, the award hereunder is pursuant to and governed by the
Conseco, Inc. 1994 Stock and Incentive Plan (the "Plan"); and

               WHEREAS, the Company and the Employee desire to set forth the
terms and conditions of the award.

               NOW, THEREFORE, in consideration of the mutual promises contained
herein, the parties hereto agree as follows:

               1. Grant of Award. As of the date of this Agreement, the Company
hereby grants to the Employee an award of fifty thousand (50,000) shares (the
"Restricted Shares") of the Company's common stock (the "Common Stock"), upon
the terms and conditions set forth in this Agreement and in the Plan, which Plan
is incorporated herein by reference as a part of this Agreement; provided, that,
the Employment Agreement shall govern with respect to matters involving vesting
as provided in paragraph 3 of this Agreement.

               2. Representations of Employee. The Employee hereby (i) accepts
the award of the Restricted Shares described in paragraph 1; (ii) agrees that
the Restricted Shares will be held by him and his successors subject to (and
will not be disposed of except in accordance with) all of the restrictions,
terms and conditions contained in this Agreement; (iii) represents that he is
acquiring the Restricted Shares for investment and not with a view to or for
resale or distribution thereof; and (iv) agrees that any certificates issued for
the Restricted Shares may bear the following legend or such other legend as the
Company, from time to time, deems appropriate:



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                  "The transfer of the Shares represented by this certificate is
                  restricted by the terms of a Restricted Stock Agreement dated
                  as of September 17, 2001, a copy of which is on file at the
                  Company's principal office; no transfer of the Shares
                  represented by this certificate shall be valid or effective
                  until the conditions with respect to such transfer contained
                  in the Agreement have been met."

               3. Vesting. Subject to paragraph 4, twenty percent (20%) of the
Restricted Shares shall become fully vested and nonforfeitable if Employee still
is, and since the date of this Agreement has continuously been, employed by the
Company on September 17, 2002, and forty percent (40%) of the Restricted Shares
shall become fully vested and nonforfeitable if Employee still is, and since the
date of this Agreement has continuously been, employed by the Company on each of
September 17, 2003 and September 17, 2004; provided, however, that all
Restricted Shares shall vest earlier as provided in the Employment Agreement.
Except as otherwise provided in this Agreement, the Employee may not sell,
assign, transfer, pledge or otherwise dispose of or encumber any of the
Restricted Shares, or any interest therein, until his rights in such Shares have
vested in accordance with this Agreement or the Employment Agreement (the period
of time until the Restricted Shares have vested is referred to as the
"Restriction Period"). Any purported sale, assignment, transfer, pledge or other
disposition or encumbrance in violation of this Agreement will be void and of no
effect.

               4. Voting and Dividends. Except as provided in this paragraph,
with respect to the Restricted Shares, the Employee shall have all of the rights
of a shareholder of the Company, including the right to vote the Restricted
Shares during the Restriction Period. Any cash dividends paid on any Restricted
Shares during the Restriction Period shall be paid to the Employee as
compensation. In the event any non-cash dividends or other distributions,
whether in property, or stock of another company, are paid on any Restricted
Shares during the Restriction Period, such non-cash dividends or other
distributions payable to the Employee shall be retained by the Company and not
delivered to the Employee until such time as the Restriction Period on the
shares with respect to which such non-cash dividends or other distributions have
been paid shall have lapsed and such shares become fully vested and not subject
to forfeiture to the Company. Such non-cash dividends or distributions with
respect to the Restricted Shares shall be paid to the Employee upon the lapse of
the restrictions or retained by the Company in the event the Restricted Shares
on which such non-cash dividends or other distributions were paid are forfeited
to the Company. Stock dividends and shares issued as a result of any
stock-split, if any, issued with respect to the Restricted Shares shall be
treated as additional Restricted Shares and shall be subject to the same
restrictions and other terms and conditions that apply with respect to, and
shall vest or be forfeited at the same time as, the Restricted Shares with
respect to which such stock dividends or shares are issued.

               5. Forfeiture. Except as provided elsewhere herein or in the
Employment Agreement or by the Compensation Committee of the Board (the
"Committee"), in its sole discretion, upon termination of employment with the
Company the Employee shall forfeit all unvested Restricted Shares, and shall not
receive any compensation for such forfeited Restricted Shares. The Employee
shall have no further rights as a shareholder of the Company with respect to the
forfeiture, including, without limitation, any right to receive any distribution
payable to shareholders of record on or after the date of such forfeiture.

                                       2
<PAGE>

               6. Certificates. As soon as practicable after the date of this
Agreement, the Company shall issue a stock certificate in respect of the
Restricted Shares which will be registered in the Employee's name, and shall
bear whatever legend the Committee shall determine, including, but not limited
to, the legend set forth in paragraph 2. Such certificate shall be held by the
Company pending vesting pursuant to paragraph 3. To the extent the Restricted
Shares become vested, the Company shall promptly provide the Employee (or in the
case of his death, his designated beneficiary) the appropriate certificate for
the vested shares of Common Stock.

               7. Withholding. In connection with the transfer of shares of
Common Stock as a result of the vesting of Restricted Shares, the Company shall
have the right to require the Employee to pay an amount in cash sufficient to
cover any tax, including any 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. The Employee agrees to
notify the Company if he makes the election provided for in Section 83(b) of the
Internal Revenue Code of 1986, as amended, with respect to the Restricted
Shares.

               9. No Right to Employment. Nothing in this Agreement shall confer
upon the Employee any right to continue in the employ of the Company or shall
interfere with or restrict in any way the rights of the Company which are hereby
expressly reserved, to discharge the Employee in accordance with the Employment
Agreement.

               10. Entire Agreement. This Agreement and the Employment Agreement
constitute the entire agreement between the parties with respect to the subject
matter hereof. Any term or provision of this Agreement may be waived at any time
by the party which is entitled to the thereof benefits, and any term or
provision of this Agreement may be amended or supplemented at any time by the
mutual consent of the parties hereto, except that any waiver of any term or
condition, or any amendment, of this Agreement must be in writing.

               11. Governing Law. The laws of the State of Indiana shall govern
the interpretation, validity and performance of the terms of this Agreement
regardless of the law that might be applied under principles of conflict of
laws.

               12. Successors and Assigns. This Agreement shall be binding upon
and inure to the benefit of the successors, assigns and heirs of the respective
parties.

               13. Notices. All notices and other communications required or
permitted under this Agreement shall be written and shall be delivered
personally or sent by registered or certified first-class mail, postage prepaid
and return receipt required, addressed as follows: if to the Company, to the
Company's executive offices in Carmel, Indiana, attention: General Counsel, and
if to the Employee or his successor, to the address last furnished by the
Employee to the Company. Each notice and communication shall be deemed to have
been given when received by the Company or the Employee.

               14. No Waiver. The failure of a party to insist upon strict

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adherence to any term of this Agreement on any occasion shall not be considered
a waiver thereof or deprive that party of the right thereafter to insist upon
strict adherence to that term or any other term of this Agreement.

               15. Titles. Titles are provided herein for convenience only and
are not to serve as a basis for interpretation or construction of the
Agreement. The masculine pronoun shall include the feminine and neuter and the
singular shall include the plural, when the context so indicates.

               IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the day and year first above written.


                                     CONSECO, INC.


                                     By:/s/ Gary C. Wendt
                                        --------------------------------------
                                        Gary C. Wendt, Chairman of the Board and
                                          Chief Executive Officer

                                        /s/ William J. Shea
                                        ------------------------------------
                                        William J. Shea













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