0001224608-10-000008 Sample Contracts

Contract
Employment Agreement • March 4th, 2010 • Conseco Inc • Accident & health insurance • Indiana
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45,000,000 Shares CONSECO, INC. COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENT
Underwriting Agreement • March 4th, 2010 • Conseco Inc • Accident & health insurance • New York

Conseco, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”), an aggregate of 45,000,000 shares of common stock, par value $0.01 per share, of the Company (the “Firm Shares”).

INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • March 4th, 2010 • Conseco Inc • Accident & health insurance • Delaware

THIS INVESTOR RIGHTS AGREEMENT (this “Agreement”) is entered into as of November 13, 2009, by and among Conseco, Inc., a Delaware corporation (the “Company”), and Paulson & Co. Inc., a Delaware corporation on behalf of the several investment funds and accounts managed by it (the “Stockholder”) and any other Investors agreeing in writing to be bound by the terms of this Agreement.

AMENDMENT NO. 1 TO THE GUARANTEE AND SECURITY AGREEMENT
Guarantee and Security Agreement • March 4th, 2010 • Conseco Inc • Accident & health insurance • New York

AMENDMENT NO. 1 TO THE GUARANTEE AND SECURITY AGREEMENT (this “Amendment”), dated as of February 2, 2010, by and among CONSECO, INC., a Delaware corporation (the “Borrower”), the lenders signatory hereto and Wilmington Trust FSB, as administrative agent (the “Agent”) for the Lenders.

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • March 4th, 2010 • Conseco Inc • Accident & health insurance

This AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT is entered into the 28th day of December, 2009, between Conseco Services, LLC (the “Company”) and Steven M. Stecher (“Executive”).

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • March 4th, 2010 • Conseco Inc • Accident & health insurance

This AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT is entered into the 29th day of December, 2009, between Conseco Services, LLC (the “Company”) and Scott R. Perry (“Executive”).

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