CONSECO, INC. UP TO $293,000,000 AGGREGATE PRINCIPAL AMOUNT PURCHASE AGREEMENTPurchase Agreement • October 15th, 2009 • Conseco Inc • Accident & health insurance • New York
Conseco, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to Morgan Stanley & Co. Incorporated (“Morgan Stanley” or the “Initial Purchaser”) up to $293.0 million aggregate principal amount of its 7.0% Convertible Senior Debentures due 2016, in one or more series (collectively, the “Securities”) to be issued pursuant to the provisions of an Indenture to be dated as of October 16, 2009 (the “Indenture”), between the Company and The Bank of New York Mellon Trust Company, N. A., as trustee. The Securities are to be sold by the Initial Purchaser to Buyers (as defined below) pursuant to forward purchase agreements entered into by the Initial Purchaser and each such Buyer (as defined below) on the date hereof (each, a “Forward Purchase Agreement”) in a manner exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). The Securities will be convertible into shares of common stock, par value $0.01, of the Company (the “Und
