11,000,000 Preferred Securities
CONSECO FINANCING TRUST I
(a Delaware business trust)
9.16% Trust Originated Preferred Securitiessm ("TOPrSSM")
(Liquidation Amount of $25 Per Security)
PRICING AGREEMENT
XXXXXXX XXXXX & CO. November 14, 1996
Xxxxxxx Lynch, Xxxxxx, Xxxxxx
& Xxxxx Incorporated as
Representative of the several
Underwriters named in the within-
mentioned Underwriting Agreement
Xxxxxxx Xxxxx World Headquarters
World Financial Center
North Tower
New York, New York 10281
Ladies and Gentlemen:
Reference is made to the Underwriting Agreement, dated November 14,
1996 (the "Underwriting Agreement"), relating to the purchase by the several
Underwriters named in Schedule A thereto, for whom Xxxxxxx Xxxxx & Co., Xxxxxxx
Lynch, Xxxxxx, Xxxxxx & Xxxxx Incorporated, Xxxx Xxxxxx Xxxxxxxx Inc.,
Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation, PaineWebber Incorporated,
Prudential Securities Incorporated and Sands Brothers & Co., Ltd. are acting as
representatives (the "Representatives"), of the above 9.16% Trust Originated
Preferred Securities (the "Preferred Securities"), of Conseco Financing Trust I,
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 each
Underwriter as follows:
1. The initial public offering price per security for the Preferred
Securities, determined as provided in said Section 2, shall be $25.00.
2. The purchase price per security for the Preferred Securities to be
paid by the several Underwriters shall be $25.00, being an amount equal to the
initial public offering price set forth above.
3. The compensation to be paid by the Company to the several
Underwriters in respect of their commitments hereunder shall be an amount in
same day funds of $.7875 per Preferred Security.
_____________________________
SM "Trust Originated Preferred Securities" and "TOPrS" are service marks
of Xxxxxxx Xxxxx & Co. Inc.
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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 Underwriters 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 I
By: /s/XXXXXXX X.XXXXXXX
------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Regular Trustee
By: /s/XXXXXX X. XXXX
------------------------------
Name: Xxxxxx X. Xxxx
Title: Regular Trustee
By: /s/XXXXXXXX X. XXXXX
------------------------------
Name: Xxxxxxxx X. Xxxxx
Title: Regular Trustee
CONFIRMED AND ACCEPTED, as of the date first above written:
XXXXXXX XXXXX & CO.
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated
XXXX XXXXXX XXXXXXXX INC.
XXXXXXXXX, XXXXXX & XXXXXXXX SECURITIES
CORPORATION
PAINEWEBBER INCORPORATED
PRUDENTIAL SECURITIES INCORPORATED
SANDS BROTHERS & CO., LTD.
By: XXXXXXX XXXXX, XXXXXX, XXXXXX & XXXXX
INCORPORATED
By:/s/ XXXX X. XXXXXXX, XX.
------------------------
Authorized Signatory:
For themselves and as the Representatives of the several Underwriters named in
the Underwriting Agreement.
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