0000719241-99-000043 Sample Contracts

CONSECO, INC.
Underwriting Agreement • October 21st, 1999 • Conseco Inc • Accident & health insurance • New York

Conseco, Inc., an Indiana corporation (the "Company"), confirms its agreement with the several underwriters named in Schedule A hereto (collectively, the "Underwriters," which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof) with respect to the issue and sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of $450,000,000 aggregate principal amount of the Company's 8.5% Notes due October 15, 2002 (the "2002 Notes") and $550,000,000 aggregate principal amount of the Company's 9.0% Notes due October 15, 2006 (the "2006 Notes" and, together with the 2002 Notes, the "Notes"), to be issued pursuant to an indenture dated as of November 13, 1997 (the "Indenture"), between the Company and The Bank of New York, as successor to LTCB Trust Company, as trustee (the "Trustee"). Capitalized terms used herein without definition shall be used as defined in the Prospectus (defined below).

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