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Published: 2008-03-26

2000 Employee Stock Purchase Program Work-Down Plan - Conseco Inc.



                                  CONSECO, INC.
               2000 EMPLOYEE STOCK PURCHASE PROGRAM WORK-DOWN PLAN

         1. Plan Purpose. The purpose of this Plan is to promote the long-term
interests of the Company and its shareholders by providing a means for certain
participants in the Company's Stock Purchase Programs to meet their financial
obligations and to align better their interests with those of the Company and
the shareholders.

         2. Definitions. The following definitions are applicable to the Plan:

            "Affiliate" means any direct or indirect subsidiary of the Company.

            "Banks" means the financial institutions that will make the Program
Loans.

            "Bonus Points" means the points that may be awarded to and earned by
Participants under Section 7 of this Plan.

            "Cause" means, in connection with a Participant's Termination of
Service, theft or embezzlement from the Company or any Affiliate, violation of a
material term or condition of employment, disclosure of confidential information
of the Company or any Affiliate, conviction of the Participant of a crime of
moral turpitude, stealing of trade secrets or intellectual property owned by the
Company or any Affiliate, or any act or omission by or of the Participant that
in the opinion of the Company is adverse to the best interests of the Company or
any Affiliate.

            "Change of Control" of the Company means the acquisition prior to
December 31, 2003 by any "person" (as such term is used in Sections 13(d) and
14(d) of the 1934 Act) of "beneficial ownership" (as such term is defined in
Rule 13d-3 promulgated under the 1934 Act), directly or indirectly, of
securities of the Company representing 51% or more of the combined voting power
of the Company's then outstanding securities entitled to vote with respect to
the election of its Board of Directors.

            "Change of Control Benefits" mean an amount equal to the greater of
(a) the purchase price of a Participant's Program Stock plus all accrued but
unpaid interest on the Program Loans (excluding accrued interest on the Interest
Loans), or (b) the value of the total consideration to be paid for the
Participant's Program Stock in any transaction relating to the Change of
Control.

            "CIHC" means CIHC, Incorporated, a Delaware corporation.

            "Collateral" means any real or personal property reasonably
acceptable to the Committee (other than Program Stock) in which a Participant
hereafter grants a security interest to the Banks or the Company (as directed by
the Committee) to secure repayment of such Participant's Program Loans or
Interest Loans and for which an appropriate pledge or security agreement has
been delivered to the Banks or the Company, as the case may be. Notwithstanding
the foregoing, no security interest may be granted to the Company in Collateral
which represents "margin stock" securing a "purpose credit" in each case as
defined by Regulation U promulgated by the Board of Governors of the Federal
Reserve System, 12 C.F.R. Section 221.1 et seq.


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            "Collateral Value" means the value that the Committee determines is
the realizable value of the Collateral.

            "Commitment Termination Date" means October 31, 2000 unless extended
by the Company with the consent of Bank of America, N.A., as to certain Program
Loans.

            "Committee" means the committee of the Board of Directors of the
Company appointed to administer this Plan.

            "Company" means Conseco, Inc., an Indiana corporation.


            "Consultant" means the person or firm appointed by the Committee to
provide financial consulting services to Participants and to advise the
Committee.

            "Current Loan Amount" means the amount owed by a Participant for
such Participant's Existing Program Loans and Interest Loans as of September 30,
2000.

            "Director and Executive Officer Stock Purchase Plan" means the
Amended and Restated 1999 Director and Executive Officer Stock Purchase Plan of
Conseco, Inc. effective September 7, 1999 and amended and restated November 2,
1999.

            "Director, Officer and Key Employee Stock Purchase Plan" means the
Amended and Restated Director, Officer and Key Employee Stock Purchase Plan of
Conseco, Inc. effective July 30, 1998 and amended and restated November 2, 1999.

            "Down Payment" means the amount of cash paid to the Banks or
Collateral Value to be provided to the Banks or to the Company (as directed by
the Committee) on the Program Loans pursuant to Section 6 of this Plan.

            "Down Payment Interest" has the meaning set forth in Section 6(c) of
this Plan.

            "Employee" means any Participant who is actively employed by the
Company or an Affiliate.

            "Excess Amount" means the amount by which the Market Value exceeds
$25.00.

            "Executive Officer" means any of the following persons: James S.
Adams, Maxwell E. Bublitz, Bruce A. Crittenden, Ngaire E. Cuneo (and related
trusts) and Thomas J. Kilian.

            "Existing Program Loans" mean the loans made by the financial
institutions for whom Bank of America, N.A. or The Chase Manhattan Bank is
acting as agent to a Participant or such Participant's designee under the Stock
Purchase Programs to purchase Program Stock.



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            "Former CF Employee" means any Participant who was an employee of
Conseco Finance Corp., a Delaware corporation, as of July 1, 2000 and who on or
after that date and before October 31, 2000, experienced a Termination of
Service for any reason other than action by Conseco Finance Corp. with Cause or
voluntary action by the employee.

            "Guaranty Fee" means the quarterly fee equal to 0.5% of the
principal amount of the Existing Program Loans or the Program Loans, as the case
may be, payable to the Company under the Stock Purchase Programs or this Plan.

            "Interest Loans" mean the loans made or to be made by Conseco
Services, LLC, an Affiliate of the Company, to pay interest to, and fees and
other charges of, the Banks on the Existing Program Loans and the Program Loans,
as the case may be.

            "Market Value" means the closing price of a share of common stock of
the Company as reported by the New York Stock Exchange on the last trading day
preceding December 31, 2003.

            "Maturity Date" means December 31, 2003.

            "New Interest Rate" means the variable rate of interest from time to
time payable on the Program Loans.

            "Participant" means a participant in the Stock Purchase Programs,
including any "Participant Designee" of such person as defined in the Stock
Purchase Programs, who is eligible to and elects to participate in this Plan.

            "Plan" means the Conseco, Inc. 2000 Employee Stock Purchase Program
Work-Down Plan.

            "Program Guaranties" has the meaning set forth in Section 5(a).

            "Program Loans" mean the new loans to be made by the Banks to
refinance the Existing Program Loans.

            "Program Stock" means the shares of common stock of the Company or
other securities acquired by a Participant under the Stock Purchase Programs.

            "Retirement" means a voluntary Termination of Service on the part of
an Employee after attaining the age of sixty (60) years.

            "Stock Purchase Programs" mean the Director, Officer and Key
Employee Stock Purchase Plan and the Director and Executive Officer Stock
Purchase Plan.

            "Termination of Service" means a termination of the employment
relationship between the Employee and the Company and all Affiliates.



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            "Work-Down Amount" means the amount by which: (a) the sum of (i) the
outstanding balance of a Participant's Program Loans as of the Maturity Date,
(ii) any cash Down Payment made by such Participant through the Maturity Date,
(iii) the amounts paid by the Company to the Banks under Section 6(c), and (iv)
the outstanding balance of such Participant's Interest Loans as of the Maturity
Date exceeds (b) the number of shares of Program Stock owned by such Participant
on September 30, 2000 multiplied by $25.00.

            "1934 Act" means the Securities and Exchange Act of 1934, as
amended.

         3. Administration. This Plan shall be administered by the Committee,
which shall consist of three or more members of the Board of Directors, none of
whom have any outstanding obligations under the Stock Purchase Programs or the
Existing Program Loans. A majority of the members of the Committee shall
constitute a quorum, and the acts of a majority of the members present at any
meeting at which a quorum is present, or acts approved in writing by all members
of the Committee without a meeting, shall be acts of the Committee. Except as
expressly limited by the Plan, the Committee shall have all powers and
discretion necessary or appropriate to administer the Plan and control its
operation, including, but not limited to, the power to interpret the Plan and to
adopt rules and procedures for the administration, interpretation and operation
of the Plan. All determinations and decisions made by the Committee pursuant to
the provisions of the Plan shall be final, conclusive and binding on all
persons, and shall be given the maximum deference permitted by law.

         4. Election to Participate. To participate in this Plan, a Participant
must have been an Employee as of October 31, 2000, or a Former CF Employee in
either case who has an Existing Program Loan with an outstanding principal
balance and must, on or before November 10, 2000:

            (a) elect in writing to participate in this Plan, accept the terms
         and conditions of this Plan and cooperate fully with the Committee, the
         Company, the Consultant and the Banks in connection with the
         administration of the Plan and the Program Loans; and

            (b) execute all documents reasonably required by the Company, the
         Committee and the Banks in connection with the Existing Program Loans,
         the Program Loans, the Interest Loans and this Plan, including but not
         limited to, promissory notes, loan agreements, pledge or security
         agreements, financing statements, stock powers, releases of liability,
         personal financial statements, powers of attorney, and letters of
         instruction to brokers, transfer agents and banks.

         5. Program Loans and Interest Loans.

            (a) The Company has arranged for each Participant to obtain a
         Program Loan with a maturity equal to the Maturity Date. Each
         Participant is responsible for satisfying all of the lending
         requirements specified by the Banks to qualify for the Program Loans,
         including all collateral requirements. Each Participant acknowledges
         and agrees that he or she is fully obligated to repay to the Banks all
         principal, interest, and any prepayment or other fees on the Program
         Loans when due and payable. It is a condition to the Program


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         Loans that the Company and CIHC guarantee to the Banks repayment of
         100% of the principal, interest, prepayment fees and other fees or
         obligations of each Participant under the Program Loans (the "Program
         Guaranties"). The terms and conditions of the Program Guaranties are as
         agreed by the Company, CIHC and the Banks, and such parties may amend,
         modify, waive or otherwise change the Program Guaranties as they may
         from time to time agree. Each Participant agrees to reimburse and to
         cause its Participant Designee (if applicable) to reimburse the Company
         and/or CIHC for any and all payments made under either of the Program
         Guaranties and all loss, cost and expenses of any kind which the
         Company or CIHC may incur in connection therewith or arising
         thereunder. The Company may take any action relating to the Participant
         and her or his assets, which the Committee deems reasonable and
         necessary (including but not limited to offsetting amounts owed to the
         Company or CIHC against wages, fees or other amounts owed to the
         Participant from the Company or its Affiliates) to obtain full
         reimbursement for amounts the Company or CIHC pays to the Banks under
         either of the Program Guaranties. Each Participant agrees that the
         principal amount of its Interest Loans will be increased by (i) one
         percent (1%) of such Participant's Existing Program Loans reflecting
         the origination fee paid by the Company to the Banks as of September
         22, 2000, and (ii) an amount payable to the Company, equal to 1.625%
         per annum from September 22, 2000 through and until the Commitment
         Termination Date on such Participant's Existing Program Loans that were
         scheduled to mature August 26, 2001.

            (b) For all Participants who remain Employees and comply with the
         terms of this Plan, the Company will: (i) cause Conseco Services, LLC
         to continue to extend the Interest Loans to such Participants and to
         make advancements automatically on behalf of such Participants to the
         Banks for the payment of interest on the Program Loans and (ii) not
         require any payments on the Interest Loans from such Participants prior
         to the Maturity Date. The Interest Loans shall accrue interest at the
         New Interest Rate commencing October 31, 2000.

            (c) In the case of any Former CF Employee or any Participant who
         experiences a Termination of Service after October 31, 2000, either by
         reason of action by the Company without Cause or because of Retirement:
         (i) such Participant will continue to be treated as provided in
         subsection (b) of this Section 5 and (ii) at such Participant's
         request, the Company will refund to such Participant any cash Down
         Payment previously made by such Participant under Section 6 upon the
         Participant's execution of a promissory note to the Company or one of
         its Affiliates in an amount equal to the amount of any cash refunded to
         the Participant, return any Collateral provided to the Company and
         request the Banks to return any Collateral provided to them pursuant to
         Section 6. The form and terms of the promissory note shall be
         substantially similar to those of the promissory note for the Interest
         Loan. Any cash Down Payment refunded to the Participant will no longer
         accrue Down Payment Interest after the date of such refund.

            (d) Participants who experience a Termination of Service by reason
         of either action by the Company with Cause or voluntary action by the
         Participant (other than Retirement) after October 31, 2000, must from
         and after the last day of the first full calendar


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         quarter ending after the Termination of Service occurs pay to the
         Company the Guaranty Fee and commence paying interest on the Program
         Loans to the Banks and interest on the Interest Loans to Conseco
         Services, LLC on a current basis at the rates specified therein.

            (e) The Program Loans shall be paid in full prior to any payment by
         the Participants to the Company on the Interest Loans. Any cash
         dividends paid on the Program Stock shall be paid to the Banks on the
         Program Loans. If the Company or any Affiliate receives any payment
         from a Participant relating to the Interest Loans while such
         Participant's Programs Loans are still outstanding, the Company shall
         turn over and pay (or cause any Affiliate to turn over and pay) the
         appropriate amount to the Banks to be applied to the Program Loans
         designated by such Participant at the time of such payment and, in the
         absence of such designation, pro rata to all Program Loans of such
         Participant.

         6.       Down Payment.

            (a) Each Participant other than a Former CF Employee shall make a
         Down Payment in the form of cash and/or Collateral on his or her
         Program Loans based on the Current Loan Amount. The minimum amount of
         the Down Payment shall be: (a) five percent (5%) if the Current Loan
         Amount is $500,000 or less; (b) six percent (6%) if the Current Loan
         Amount is more than $500,000 and less than or equal to $600,000; (c)
         seven percent (7%) if the Current Loan Amount is more than $600,000 and
         less than or equal to $700,000; (d) eight percent (8%) if the Current
         Loan Amount is more than $700,000 and less than or equal to $800,000;
         (e) nine percent (9%) if the Current Loan Amount is more than $800,000
         and less than or equal to $900,000; and (f) ten percent (10%) if the
         Current Loan Amount is more than $900,000. A Former CF Employee may
         voluntarily make a Down Payment in any amount. The Down Payment shall
         be made as soon as possible after electing to participate in this Plan
         and no later than December 31, 2000, unless otherwise approved by the
         Committee as provided in subsection (b) of this Section. A Participant
         may credit against his or her required Down Payment any principal or
         interest payments made by such Participant from its own funds on the
         Existing Program Loans prior to the date such Participant elects to
         participate in this Plan.

            (b) If a Participant believes that he or she is not able to make the
         Down Payment required by subsection (a) on or before December 31, 2000,
         the Participant shall accept the assistance of, and cooperate fully
         with, the Consultant. The Consultant shall be required to report to the
         Committee what it believes the form, amount(s) and due date(s) of such
         Participant's Down Payment should be. The Committee shall ultimately
         determine the form, amount(s) and due date(s) of such Participant's
         Down Payment. If a Participant fails to comply with the Committee's
         final decisions regarding the Down Payment, the Company may take the
         actions provided in Section 10.

            (c) Each Participant's cash Down Payment will accrue interest at the
         New Interest Rate from the date(s) paid through and to December 31,
         2003, unless otherwise specified in this Plan (the "Down Payment
         Interest"). On each February 15th, commencing in 2002, the Company will
         pay one-third (1/3) of a Participant's accrued but unpaid Down Payment


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         Interest to the Participant and two-thirds (2/3) of such Participant's
         accrued but unpaid Down Payment Interest to the Banks as a prepayment
         of such Participant's Program Loans. The Company's payment of Down
         Payment Interest to the Banks will be considered a further cash Down
         Payment by the Participant.

         7. Bonus Point Program.

            (a) Participants who remain Employees will participate in a program
         under which they will have an opportunity to be awarded up to 40 Bonus
         Points in any calendar year, commencing in 2001, up to a maximum
         cumulative amount of 100 Bonus Points by December 31, 2003. Each point
         will have a value for purposes of this Plan, net of applicable taxes,
         equal to one percent (1%) of a Participant's Work-Down Amount. Awards
         of Bonus Points will be tied to the achievement of goals set by the
         Company in its sole discretion. In general, and with such modifications
         as the Committee may approve from time to time, fifty percent (50%) of
         the available points in a given year will be tied to the achievement of
         Company goals; twenty-five percent (25%) to the achievement of business
         unit goals; and twenty-five (25%) to the achievement of individual
         goals. Former CF Employees will have an opportunity to be awarded up to
         20 Bonus Points in any calendar year which will be tied only to the
         achievement of Company goals. The goals for each calendar year shall be
         communicated to the Participants no later than March 31 of such year.

            (b) If a Participant experiences a Termination of Service by reason
         of action by the Company without Cause or because of Retirement prior
         to December 31, 2003, such Participant will be eligible to be awarded
         up to a maximum of forty (40) Bonus Points for the year in which the
         Termination of Service occurs and, thereafter, only those Bonus Points
         (up to 20 per year) that are tied to the Company's achieving its goals.

            (c) If a Participant experiences a Termination of Service by reason
         of either action by the Company with Cause or voluntary action by the
         Participant (other than Retirement) prior to December 31, 2003, such
         Participant will forfeit any previously awarded Bonus Points and,
         thereafter, will not be eligible to receive any further Bonus Points.

            (d) At the election of a Participant on December 31, 2003, the
         Company will on that date or as soon as possible thereafter redeem all
         Bonus Points awarded to such Participant and apply the value thereof
         determined in accordance with clause (a) above in the following order
         and manner: (i) reduce the amount then owed by such Participant on the
         Program Loans on a dollar for dollar basis; (ii) if the Program Loans
         of such Participant are repaid in full, reduce the amount then owed by
         such Participant on the Interest Loans on a dollar for dollar basis;
         and (iii) if the Program Loans, the Interest Loans and all other
         obligations of such Participant under this Plan are paid in full, pay
         the remaining balance in cash to the Participant. In addition, any such
         Participant shall be obligated to pay to the Company an amount equal to
         seventy-five percent (75%) of the Excess Amount multiplied by the total
         number of shares of Program Stock which such Participant owned on
         September 22, 2000. To the extent that the value of such Participant's
         Bonus Points is characterized as compensation, the amount so
         characterized will not include the amount


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         payable by such Participant pursuant to the preceding sentence. The
         Participant shall pay the Company the seventy-five percent (75%) of the
         Excess Amount on such date or dates as the Committee may determine;
         provided, however, that the Committee may not require payment sooner
         than June 30, 2004. Beginning on January 1, 2004 and continuing until
         the date the Participant pays the Company the seventy-five percent
         (75%) of the Excess Amount owed to the Company pursuant to this clause
         (d), interest will accrue on such amount at the New Interest Rate. If a
         Participant does not elect to have the Bonus Points redeemed as
         provided in this subsection, the Bonus Points of such Participant will
         expire.

            (e) The Company may cancel any Bonus Points awarded to any
         Participant who asserts any claim in litigation against the Company
         with regard to any Stock Purchase Programs or who takes any other
         action that the Company believes is detrimental to its interests.

         8. Provisions Regarding Consultant.


            (a) The Company will appoint and pay all expenses of the Consultant.
         The Consultant will be instructed to maintain the confidentiality of
         all information provided to it by Participants, except that the
         Consultant shall report to the Committee what it believes the form,
         amount(s) and date(s) of the Participant's Down Payment should be. Each
         Participant who is required to consult with the Consultant agrees to
         use his or her best efforts to provide the Consultant with all
         information that the Consultant may request as soon as reasonably
         practicable.

            (b) All Participants, including those who experience a Termination
         of Service, will have the right to obtain financial counseling services
         from the Consultant on any matters relating to their obligations under
         the Stock Purchase Programs and this Plan.

         9. Right to Sell Program Stock. All Participants shall retain the right
to repay all or any part of their Program Loans at any time or to sell all or
any part of their Program Stock, subject to the terms and conditions of any
agreements between the Participants and the Banks respecting the Program Loans
and the Program Stock. Such repayment or sale prior to December 31, 2003, will
not disqualify a Participant from participating in the Bonus Point program.

         10. Failure to Comply. The Committee may declare any Participant who
fails to fulfill any of his or her obligations under this Plan ineligible to
further participate in the Plan, in which event the Company may cease advancing
interest on the Program Loans and Interest Loans for the benefit of such
Participant, declare his or her Interest Loans immediately due and payable (in
which event such Interest Loans shall be immediately due and payable), declare
that the Participant is ineligible to receive the benefits described in Sections
11 and 12 of this Plan (in which event such Participant shall no longer be
eligible to receive such benefits at any time) and take any other action it
deems appropriate.

         11. Change of Control. If a Change of Control of the Company occurs, a
Participant other than an Executive Officer may elect to receive the Change of
Control Benefits in exchange for


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his or her Program Stock and terminate all other benefits and obligations under
this Plan (including but not limited to those set forth in Section 7 of this
Plan). A Participant must notify the Company in writing within thirty (30) days
after the occurrence of the Change in Control of his or her election to receive
the Change of Control Benefits. Each Participant hereby waives his or her right
to any benefits set forth in Section 12 of the Director, Officer and Key
Employee Stock Purchase Plan, and a Participant's election to participate in
this Plan shall constitute the written consent of such Participant to have the
provisions of Section 12 of the Director, Officer and Key Employee Stock
Purchase Plan not apply to such Participant.

         12. Death or Disability. Upon a Participant's death or total and
permanent disability (as defined in Section 8 of the Stock Purchase Programs)
prior to December 31, 2003, the estate of such Participant (in the case of
death) or the Participant or his or her representative (in the case of
disability) may affirmatively elect to receive the benefits set forth in Section
8 of the Stock Purchase Programs and to terminate all benefits and obligations
under this Plan (including, but not limited to, those set forth in Section 7 of
this Plan). For the purposes of this Section 12, (a) "Loans" of a Participant
shall refer to the Program Loans of such Participant; (b)"Interest Payment Loan"
of a Participant shall refer to the Interest Loans of such Participant; and (c)
the date set forth in the last sentence of Section 8 of the Stock Purchase
Programs is hereby deemed to be amended to read "December 31, 2003" rather than
"January 1, 2001." A Participant's estate or the Participant or his or her
representative, as the case may be, must notify the Company in writing within
ninety (90) days after the Participant's death or total and permanent disability
of his, her or its election to receive the benefits set forth in Section 8 of
the Stock Purchase Programs (as amended hereby) and to terminate all benefits
and obligations under this Plan. If the election is not made pursuant to the
preceding sentence, the deceased or disabled Participant will be deemed to have
a Termination of Service resulting from Retirement for the purposes of this
Plan.

         13. Participant Rights Limited. Neither participation in the Plan nor
any action taken pursuant to the Plan shall be construed as giving any person
any right to be retained in the employ or service of the Company or any
Affiliate.

         14. Amendment and Modification of Plan. The Company may, at any time,
amend or modify this Plan except that no such amendment or modification unless
otherwise consented to by a Participant may: (a) accelerate the Maturity Date;
(b) decrease the value of the Bonus Points for Participants; (c) increase the
percentage of the Excess Amount the Participant is required to pay the Company
pursuant to Section 7(d) of this Plan; or (d) modify Sections 11 or 12 of this
Plan in any manner adverse to the Participants.

         15. Successors and Assigns. This Plan shall be binding upon and inure
to the benefit of the successors, assigns and heirs of the Participants and the
Company. In no event may any Participant assign any of its rights or obligations
under the Plan without the prior consent of the Company.

         16. Governing Law. This Plan shall be construed in accordance with and
governed by the laws of the State of Indiana.



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         17. Adjustments Upon Changes in Capitalization. In the event of any
change in the outstanding shares of common stock of the Company by reason of any
reorganization, recapitalization, stock split, stock dividend, combination or
exchange of shares, merger, consolidation or any change in corporate structure
of the Company, the Excess Amount and the Work-Down Amount will be
proportionately adjusted by the Committee and the Committee's determination
shall be conclusive.