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Published: 2008-03-26

Guaranty and Subordination Agreement - CIHC Inc., Conseco Inc. and The Chase Manhattan Bank



                      GUARANTY AND SUBORDINATION AGREEMENT

                         Dated as of September 22, 2000

                                     made by

                               CIHC, INCORPORATED,
                     as Guarantor and Subordinated Borrower,

                                       and

                                 CONSECO, INC.,
                       as Obligor and Subordinated Lender,

                                   in favor of

                            THE CHASE MANHATTAN BANK,
                             as Administrative Agent
              under the Credit Agreement, dated as of May 30, 2000



================================================================================



                      GUARANTY AND SUBORDINATION AGREEMENT

                  This Guaranty and Subordination Agreement (this "Agreement")
is entered into as of September 22, 2000 by CIHC, INCORPORATED and CONSECO, INC.
in favor of THE CHASE MANHATTAN BANK, as administrative agent (in such capacity,
the "Agent") for the financial institutions (the "Banks" and together with the
Agent, collectively, the "Guarantied Parties") who are or from time to time may
become party to the Credit Agreement, dated as of May 30, 2000 (as the same may
be amended, supplemented, restated or otherwise modified from time to time, the
"Credit Agreement"), among the individual borrowers party thereto, the Banks and
the Agent. Unless otherwise defined herein, capitalized terms used herein shall
have the meanings assigned to such terms pursuant to Article I hereof.

                              W I T N E S S E T H:
                               -------------------

                  WHEREAS, pursuant to an Agreement of even date herewith (the
"Restructuring Document") with respect to the Credit Agreement and the Guaranty
referred to in the Credit Agreement (as the same may be amended, supplemented,
restated or otherwise modified from time to time, the "Conseco Guaranty"), the
Banks have agreed, among other things, to refrain from exercising certain
remedies in respect of the Credit Agreement and/or the Conseco Guaranty;

                  WHEREAS, the Agreement Parties will derive substantial direct
and indirect benefit from the Restructuring Document; and

                  WHEREAS, it is a condition precedent to the obligation of the
Banks to enter into the Restructuring Document that the Agreement Parties shall
have executed and delivered this Agreement;

                  NOW THEREFORE, for good and valuable consideration the receipt
and sufficiency of which is hereby acknowledged and to induce the Banks to enter
into the Restructuring Document, each Agreement Party agrees, for the benefit of
each Guarantied Party, as follows:


                                   ARTICLE I.

                                   DEFINITIONS

                  SECTION I.1. Certain Terms. Capitalized terms used herein,
unless otherwise defined herein, shall have the respective meanings assigned
thereto in the Credit Agreement, the Appendix or the Conseco Guaranty Documents;
provided that such definitions shall survive any termination of the Credit
Agreement or any Conseco Guaranty Document. In the event that any such
capitalized term is defined both in the Appendix and any other document referred
to above, the definition contained in the Appendix shall govern. In addition,
when used herein the following terms shall have the following meanings (such
definitions to be equally applicable to the singular and plural forms thereof):

                  "Agreement Party" means each of Obligor, Guarantor,
         Subordinated Lender and Subordinated Borrower.

                  "Appendix" has the meaning set forth in the Restructuring
         Document.

                  "Charges" has the meaning assigned to such term in the Credit
         Agreement.

                  "Conseco Guaranty" has the meaning set forth in the Preamble.





                  "Conseco Guaranty Documents" means the collective reference to
         the Conseco Guaranty, the Restructuring Document and any other
         agreement entered into by Obligor in connection therewith.

                  "Credit Agreement" has the meaning set forth in the Preamble.

                  "Guarantied Obligations" has the meaning set forth in Section
         2.1.

                  "Guarantied Parties" has the meaning set forth in the
         Preamble.

                  "Guarantor" means CIHC, Incorporated, in its capacity as
         guarantor of the Guarantied Obligations.

                  "Indemnified Parties" has the meaning set forth in Section
         5.1.

                  "Obligations" means all debts, liabilities, obligations,
         covenants and duties for the payment of money owing by Obligor pursuant
         to any Conseco Guaranty Document, whether direct or indirect, absolute
         or contingent, due or to become due, now existing or hereafter arising.

                  "Obligor" means Conseco, Inc., in its capacity as obligor in
         respect of the Obligations.

                  "Reorganization" has the meaning set forth in Section 3.2(a).

                  "Restructuring Document" has the meaning set forth in the
         Preamble.

                  "Senior Creditors" means any holder or beneficiary of any
         Senior Debt, or any authorized representative thereof.

                  "Senior Debt" means (a) all obligations of Guarantor under
         Article II, (b) all "Senior Debt" under and as defined in any other
         CIHC Guaranty, (c) all "Senior Debt" under and as defined in the
         Guaranty and Subordination Agreement entered into in connection with
         the Lehman Agreement and (d) all other "Senior Debt" (or comparable
         concept) under and as defined in any subordination provision or
         agreement relating to or entered into in connection with any Contingent
         Obligation of CIHC pursuant to Section 4.01(d)(i) or (d)(iv) of the
         Appendix.

                  "Subordinated Borrower" means CIHC, Incorporated, in its
         capacity as obligor in respect of the Subordinated Debt.

                  "Subordinated Debt" means the principal amount of any
         Indebtedness owing by Subordinated Borrower to Subordinated Lender from
         time to time outstanding and unpaid, together with accrued and unpaid
         interest thereon.

                  "Subordinated Lender" means Conseco, Inc., in its capacity as
         holder of the Subordinated Debt.

                  "Subrogation Rights" has the meaning set forth in Section 2.6.


                                       2


                                   ARTICLE II.

                               GUARANTY PROVISIONS

                  SECTION II.1. Guaranty. Guarantor hereby absolutely,
unconditionally and irrevocably:

                  (a) guaranties to the Guarantied Parties the full and punctual
         payment when due, whether at stated maturity, by required prepayment,
         declaration, acceleration, demand or otherwise, and at all times
         thereafter, of all Obligations (including all such amounts which would
         become due but for the operation of the automatic stay provisions under
         Section 362(a) of the United States Bankruptcy Code, 11 U.S.C.
         ss.362(a), and the operation of Sections 502(b) and 506(b) of the
         United States Bankruptcy Code, 11 U.S.C. ss.502(b) and ss.506(b)) (all
         such Obligations collectively called the "Guarantied Obligations"); and

                  (b) indemnifies and holds harmless each Guarantied Party or
         any other holder of any Guarantied Obligations for any and all costs
         and expenses (including, without limitation, reasonable attorneys' fees
         and expenses) incurred by such Guarantied Party or such holder, as the
         case may be, in enforcing any rights under this Agreement;

The guaranty set forth in this Article II constitutes a guaranty of payment when
due and not of collection, and Guarantor specifically agrees that it shall not
be necessary or required that any Guarantied Party or any other holder of any
Guarantied Obligations exercise any right, assert any claim or demand or enforce
any remedy whatsoever against Obligor or any other Person before the performance
of, or as a condition to, the obligations of Guarantor hereunder. Anything
herein or in any other Loan Document to the contrary notwithstanding, the
maximum liability of Guarantor hereunder shall in no event exceed the amount
which can be guaranteed by Guarantor under applicable federal and state laws
relating to the insolvency of debtors.

                  SECTION II.2. Acceleration of Guaranty. Guarantor agrees that,
in the event of the insolvency of Guarantor, or the inability or failure of
Guarantor to pay debts as they become due, or an assignment by Guarantor for the
benefit of creditors, or the commencement of any case or proceeding in respect
of Obligor or Guarantor under any bankruptcy, insolvency or similar federal or
state laws, and if such event shall occur at a time when any of the Guarantied
Obligations may not then be due and payable, Guarantor will pay to the Banks
forthwith the full amount which would be payable hereunder by Guarantor if all
the Guarantied Obligations were then due and payable.

                  SECTION II.3. Guaranty Absolute, etc. This Agreement shall in
all respects be a continuing, absolute, unconditional and irrevocable guaranty
of payment, and shall remain in full force and effect until all Guarantied
Obligations have been paid in full and all obligations of Guarantor hereunder
shall have been paid in full. Guarantor guarantees that the Guarantied
Obligations will be paid strictly in accordance with the terms of the Conseco
Guaranty Documents and each other Loan Document under which they arise,
regardless of any law, regulation or order now or hereafter in effect in any
jurisdiction affecting any of such terms or the rights of any Guarantied Party
or any holder of any Guarantied Obligations. The liability of Guarantor under
this Agreement shall be absolute, unconditional and irrevocable irrespective of:

                  (a) any lack of validity, legality or enforceability of the
         Credit Agreement, any Conseco Guaranty Document or any other Loan
         Document;

                  (b)  the failure of any Guarantied Party:

                                       3


                           (i) to assert any claim or demand or to enforce any
         right or remedy against Obligor or any other Person under the
         provisions of the Credit Agreement, any Conseco Guaranty Document, any
         other Loan Document or otherwise; or

                           (ii) to exercise any right or remedy against any
         other guarantor of, or collateral securing, any Guarantied Obligations;

                  (c) any change in the time, manner or place of payment of, or
         in any other term of, all or any of the Guarantied Obligations, or any
         other extension, compromise or renewal of any Guarantied Obligations;

                  (d) any reduction, limitation, impairment or termination of
         the Guarantied Obligations for any reason, including any claim of
         waiver, release, surrender, alteration or compromise, and shall not be
         subject to (and Guarantor hereby waives any right to or claim of) any
         defense or setoff, counterclaim, recoupment or termination whatsoever
         by reason of the invalidity, illegality, nongenuineness, irregularity,
         compromise, unenforceability of, or any other event or occurrence
         affecting, the Guarantied Obligations;

                  (e) any amendment to, rescission, waiver, or other
         modification of, or any consent to any departure from, any of the terms
         of the Credit Agreement, any Conseco Guaranty Document or any other
         Loan Document;

                  (f) any addition, exchange, release, surrender or
         non-perfection of any collateral, or any amendment to or waiver or
         release or addition of, or consent to any departure from, any other
         guaranty held by any Guarantied Party or any other holder of the
         Guarantied Obligations; or

                  (g) any other circumstance which might otherwise constitute a
         defense available to, or a legal or equitable discharge of, Obligor,
         any surety or any guarantor.

                  SECTION II.4. Reinstatement, etc. Guarantor agrees that this
Agreement shall continue to be effective or be reinstated, as the case may be,
if at any time any payment (in whole or in part) of any of the Guarantied
Obligations is rescinded or must otherwise be restored by any Guarantied Party
or any other holder of any Guarantied Obligations, upon the insolvency,
bankruptcy or reorganization of Obligor, all as though such payment had not been
made.

                  SECTION II.5. Waiver, etc. Guarantor hereby waives promptness,
diligence, notice of acceptance and any other notice with respect to any of the
Guarantied Obligations, and this Agreement and any requirement that the Agent,
any other Guarantied Party or any other holder of Guarantied Obligations
protect, secure, perfect or insure any security interest or Lien, or any
property subject thereto, or exhaust any right or take any action against
Obligor or any other Person (including any other guarantor) or entity or any
collateral securing the Guarantied Obligations.

                  SECTION II.6. Waiver of Subrogation; Subordination. Guarantor
hereby irrevocably waives with respect to Obligor, until the prior indefeasible
payment in full in cash of all Guarantied Obligations, any claim or other rights
which it may now or hereafter acquire against Obligor that arises from the
existence, payment, performance or enforcement of Guarantor's obligations under
this Article II, including any right of subrogation, reimbursement, exoneration,
or indemnification, any right to participate in any claim or remedy of the
Guarantied Parties against Obligor or any collateral which the Agent now has or
hereafter acquires, whether or not such claim, remedy or right (all such claims,

                                       4


remedies and rights being collectively called "Subrogation Rights") arises in
equity, or under contract, statute or common law, including the right to take or
receive from Obligor, directly or indirectly, in cash or other property or by
set-off or in any manner, payment or security on account of such claim or other
rights. If any amount shall be paid to Guarantor in violation of the preceding
sentence and the Guarantied Obligations shall not have been paid in cash, in
full, such amount shall be deemed to have been paid to Guarantor for the benefit
of, and held in trust for, the Guarantied Parties, and shall forthwith be paid
to the Guarantied Parties to be credited and applied upon the Guarantied
Obligations, whether matured or unmatured. Guarantor acknowledges that it will
receive direct and indirect benefits from the Restructuring Document and that
the waiver set forth in this Section 2.6 is knowingly made in contemplation of
such benefits.

                  SECTION II.7. Successors, Transferees and Assigns; Transfers
of Guarantied Obligations, etc. This Agreement shall:

                  (a) be binding upon Guarantor, and its successors, transferees
         and assigns; and

                  (b) inure to the benefit of and be enforceable by the Agent
         and each other Guarantied Party.

Without limiting the generality of clause (b), any Bank may assign or otherwise
transfer (in whole or in part) any Guarantied Obligation held by it to any other
Person upon the terms and conditions set forth in the Credit Agreement, and such
other Person shall thereupon become vested with all rights and benefits in
respect thereof granted to such Bank under any Loan Document (including this
Agreement) or otherwise.

                  SECTION II.8. Payments Free and Clear of Taxes, etc. Guarantor
hereby agrees that:

                  (a) any and all payments made by Guarantor hereunder shall be
         made in accordance with Section 4.7 of the Credit Agreement free and
         clear of, and without deduction for, any and all Charges, to the same
         extent as if Guarantor were a "Borrower" thereunder;

                  (b) Guarantor hereby indemnifies and holds harmless each
         Guarantied Party and each other holder of any Guarantied Obligation for
         the full amount of any Charges paid by such Guarantied Party or such
         holder, as the case may be, and any liability (including penalties,
         interest and expenses) arising therefrom or with respect thereto; and

                  (c) without prejudice to the survival of any other agreement
         of Guarantor hereunder, the agreements and obligations of Guarantor
         contained in this Section 2.8 shall survive the payment in full of the
         Guarantied Obligations.

                  SECTION II.9. Right of Offset. In addition to and not in
limitation of all rights of offset that any Guarantied Party or any other holder
of any Guarantied Obligation may have under applicable law or any other Loan
Document, subject to the terms of the Credit Agreement, each Guarantied Party or
other holder of any Guarantied Obligation shall, during the continuance of any
Event of Default and whether or not such Guarantied Party or such holder has
made any demand or whether or not Guarantor's obligations are matured, have the
right to appropriate and apply to the payment of Guarantor's obligations
hereunder all deposits (general or special, time or demand, provisional or
final) then or thereafter held by, and other indebtedness or property then or
thereafter owing to, such Guarantied Party or other holder, whether or not
related to this Agreement or any transaction hereunder.


                                       5


                                  ARTICLE III.

                                  SUBORDINATION

                  SECTION III.1. Payments on Subordinated Debt. Notwithstanding
anything to the contrary in the terms or arrangements governing the Subordinated
Debt, no payment or prepayment of principal of or interest on the Subordinated
Debt may be made, directly or indirectly, at any time after (a) (i) any
Guarantied Party has made a claim under the Conseco Guaranty in respect of the
principal amount of any of the Loans under the Credit Agreement or (ii)
Obligor's obligations under the Conseco Guaranty shall have been accelerated
(including, without limitation, pursuant to the provision in the Conseco
Guaranty that is the equivalent of Section 2.2 of this Agreement) or (b) a
Reorganization (including any proceeding in respect thereof) shall have been
commenced.

                  SECTION III.2. Subordination. (a) Subject to Section 3.1,
payment of the Subordinated Debt is and shall be expressly subordinate and
junior in right of payment to the prior payment in full in cash of the Senior
Debt to the extent and in the manner set forth herein, and the Subordinated Debt
is hereby so subordinated as a claim against Subordinated Borrower or any of the
assets of Subordinated Borrower, whether such claim be (i) in the event of any
distribution of the assets of Subordinated Borrower upon any voluntary or
involuntary dissolution, winding-up, total or partial liquidation or
reorganization, or bankruptcy, insolvency, receivership or other statutory or
common law proceedings or arrangements involving Subordinated Borrower or the
readjustment of its liabilities or any assignment for the benefit of creditors
or any marshaling of its assets or liabilities (collectively called a
"Reorganization"), or (ii) other than in connection with a Reorganization, to
the prior payment in full in cash of the Senior Debt.

                  (b) If Subordinated Lender shall receive any payment in
violation of the terms hereof, it shall hold such payment in trust for the
benefit of the Senior Creditors and forthwith pay it over to the Senior
Creditors, ratably according to the aggregate amounts remaining unpaid on
account of the Senior Debt, for application to and payment of the Senior Debt.

                  (c) In the event of any Reorganization relative to
Subordinated Borrower or its properties, then all of the Senior Debt shall first
be paid in full in cash before any payment is made upon the Subordinated Debt,
and in any such proceedings any payment or distribution of any kind or
character, whether in cash or property or securities, which may be payable or
deliverable in respect of the Subordinated Debt shall be paid or delivered
directly to the Senior Creditors, ratably according to the aggregate amounts
remaining unpaid on account of the Senior Debt, for application in payment of
the Senior Debt, unless and until all the Senior Debt is paid in full in cash,
and Subordinated Lender hereby irrevocably authorizes the Agent, as
attorney-in-fact for Subordinated Lender, to vote any claim or proof of claim in
such proceedings in respect of the Subordinated Debt, to file or prove any claim
in such proceedings in respect of the Subordinated Debt, to demand, sue for,
collect and receive any such payment or distribution, to apply such payment or
distribution to the payment of the Senior Debt, and to take such other action
(including acceptance or rejection of any plan of Reorganization) in the name of
Subordinated Lender or of the relevant Senior Creditors as the Agent may deem
necessary or advisable for the enforcement of the provisions hereof.
Subordinated Lender shall execute and deliver such other and further powers of
attorney, assignments, proofs of claim or other instruments, and take such other
actions, as may be requested by the Agent in order to enable the Agent to
accomplish any of the foregoing, but only with respect to Subordinated Lender's
capacity as a holder hereof and not in respect of any other relationship between
Subordinated Lender and Subordinated Borrower. Consistent with, but not in
limitation of, the foregoing, in such an event, the Agent shall be deemed to be
the assigned (and thus the holder) of such claims or proof of claims and shall
have the right to assert and vote such claims in any Reorganization, including,
without limitation, through the filing of any proof of claim therein and the
casting of any ballots to accept or reject any plan of reorganization proposed
by, for, or with respect to any such Reorganization.

                                       6


                  (d) In the event that, notwithstanding the foregoing, upon any
such Reorganization, any payment or distribution of the assets of Subordinated
Borrower of any kind or character, whether in cash, property or securities,
shall be received by Subordinated Lender in respect of the Subordinated Debt
before all Senior Debt is paid in full in cash, such payment or distribution
shall be held in trust for the Senior Creditors and shall forthwith be paid over
to the Senior Creditors, ratably according to the aggregate amounts remaining
unpaid on account of the Senior Debt, for application to the payment of the
Senior Debt until all Senior Debt shall have been paid in full in cash.

                  (e) Subordinated Lender agrees that, until the Senior Debt has
been paid in full in cash, except as expressly provided by Section 3.1, it will
not take, demand or receive, or take any action to accelerate or collect, any
payment of all or any part of the Subordinated Debt.

                  (f) The Senior Creditors, or any of them, may, at any time and
from time to time, without the consent of or notice to Subordinated Lender,
without incurring any responsibility to Subordinated Lender, and without
impairing or releasing any of the rights of any Senior Creditor, or any of the
obligations of Subordinated Lender:

                  (i) change the amount or terms of or renew or extend any
         Senior Debt or enter into or amend in any manner any agreement relating
         to any Senior Debt;

                  (ii) sell, exchange, release or otherwise deal with any
         property at any time pledged or mortgaged to secure any Senior Debt;

                  (iii) release anyone liable in any manner for the payment or
         collection of any Senior Debt; and

                  (iv) exercise or refrain from exercising any rights against
         Subordinated Borrower and others (including Subordinated Lender).

                  (g) Subordinated Lender hereby waives notice of or proof of
reliance by any Senior Creditor upon the provisions hereof, and the Senior Debt
shall conclusively be deemed to have been created, contracted, incurred or
maintained in reliance upon the provisions hereof.

                  (h) Each Senior Creditor shall be a third-party beneficiary of
the provisions of this Section 3.2.


                                   ARTICLE IV.

                         REPRESENTATIONS AND WARRANTIES

         Each Agreement Party represents and warrants to each Guarantied Party
that:

                  SECTION IV.1. Authorization. Such Agreement Party (a) has the
power to execute, deliver and perform this Agreement and (b) has taken all
necessary action to authorize the execution, delivery and performance by it of
this Agreement.

                                       7


                  SECTION IV.2. No Conflict. The execution, delivery and
performance by such Agreement Party of this Agreement does not and will not (a)
contravene or conflict with any provision of any law, statute, rule or
regulation, (b) contravene or conflict with, result in any breach of, or
constitute a default under, any material agreement or instrument binding on such
Agreement Party or any of its Subsidiaries (including, without limitation, any
writ, judgment, injunction or other similar court order), (c) result in the
creation or imposition of or the obligation to create or impose any Lien upon
any of the property or assets of such Agreement Party or any of its Subsidiaries
or (d) contravene or conflict with any provision of the articles of
incorporation or bylaws of such Agreement Party.

                  SECTION IV.3. Binding Effect. This Agreement constitutes the
legal, valid and binding obligations of such Agreement Party, enforceable
against such Agreement Party in accordance with its terms, except as
enforceability may be limited by applicable bankruptcy, insolvency, or similar
laws affecting the enforcement of creditors' rights generally or by equitable
principles relating to enforceability.

                  SECTION 4.4 Solvent. After giving effect to this Agreement,
Guarantor and its Subsidiaries, taken as a whole, are Solvent. As used in this
Section 4.4, "Solvent" shall mean, with respect to any Person on a particular
date, that on such date: (a) the fair value of the property of such Person is
greater than the amount of such Person's liabilities (including disputed,
contingent and unliquidated liabilities) as such value is established and
liabilities evaluated for purposes of Section 101(31) of the Bankruptcy Code
and, in the alternative, for purposes of the Uniform Fraudulent Transfer Act or
Uniform Fraudulent Conveyance Act; (b) the present fair saleable value of the
property of such Person is not less than the amount that will be required to pay
the probably liability of such Person on its debts as they become absolute and
matured; (c) such Person is able to realize is able to realize upon its property
and pay its debts and other liabilities (including disputed, contingent and
unliquidated liabilities) as they mature in the normal course of business; (d)
such Person does not intend to, and does not believe that it will, incur debts
or liabilities beyond such Person's ability to pay as such debts and liabilities
mature; and (e) such Person is not engaged in business or a transaction, and is
not about to engage in business or a transaction, for which such Person's
property would constitute unreasonably small capital.


                                   ARTICLE V.

                                  MISCELLANEOUS

                  SECTION V.1. Indemnity. Each Agreement Party agrees to
indemnify the Agent, each Bank, their Affiliates and their respective directors,
officers, employees, persons controlling or controlled by any of them or their
respective agents, consultants, attorneys and advisors (the "Indemnified
Parties") and hold each Indemnified Party harmless from and against any and all
liabilities, losses, claims, damages, costs and expenses of any kind to which
any of the Indemnified Parties may become subject, whether directly or
indirectly (including, without limitation, the reasonable fees and disbursements
of counsel for any Indemnified Party), relating to or arising out of this
Agreement; provided, that no Indemnified Party shall have the right to be
indemnified hereunder for its own gross negligence or willful misconduct as
determined by a court of competent jurisdiction. All obligations of each
Agreement Party provided for in this Section 5.1 shall survive termination of
the Credit Agreement, any Conseco Guaranty Document and this Agreement.

                                       8


                  SECTION V.2. Notices. All notices, requests and other
communications to any party hereunder shall be in writing (including facsimile
or similar writing) and shall be given to such party at its address or facsimile
number set forth on the signature pages hereof or such other address or
facsimile number as such party may hereafter specify for the purpose by written
notice to the Agent. Each such notice, request or other communication shall be
effective (a) if given by facsimile, when such facsimile is transmitted to the
facsimile number specified in this Section 5.2, (b) if given by mail,
seventy-two (72) hours after such communication is deposited in the mails with
first class postage prepaid, addressed as aforesaid or (c) if given by any other
means, when delivered at the address specified in this Section 5.2.

                  SECTION V.3. Successors and Assigns. This Agreement, and the
terms, covenants and conditions hereof, shall be binding upon and inure to the
benefit of the parties hereto, and their respective successors and assigns,
except no Agreement Party shall be permitted to assign this Agreement nor any
interest or obligation herein without the consent of the Agent.

                  SECTION V.4. SUBMISSION TO JURISDICTION, ETC. EACH AGREEMENT
PARTY AND THE AGENT HEREBY IRREVOCABLY SUBMITS TO THE NONEXCLUSIVE JURISDICTION
OF THE SUPREME COURT OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF
THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK OVER ANY
ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, AND EACH
AGREEMENT PARTY AND THE AGENT HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN
RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW
YORK STATE OR TO THE EXTENT PERMITTED BY LAW, FEDERAL COURT. EACH AGREEMENT
PARTY AND THE AGENT HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED
BY LAW, ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE IN ANY
ACTION OR PROCEEDING (WHETHER BROUGHT BY ANY AGREEMENT PARTY OR ANY OF THEIR
RESPECTIVE SUBSIDIARIES, THE AGENT, ANY BANK OR OTHERWISE) IN ANY COURT HEREIN
ABOVE SPECIFIED IN THIS SECTION 5.4 AS WELL AS ANY RIGHT IT MAY NOW OR HEREAFTER
HAVE TO REMOVE ANY SUCH ACTION OR PROCEEDING, ONCE COMMENCED, TO ANOTHER COURT
ON THE GROUNDS OF FORUM NON CONVENIENS OR OTHERWISE. EACH AGREEMENT PARTY AND
THE AGENT AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE
CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR
IN ANY OTHER MANNER PROVIDED BY LAW.

                  SECTION V.5. Amendments; Release. Notwithstanding anything to
the contrary contained in the Credit Agreement, the provisions of this Agreement
may from time to time be amended, modified or waived, if such amendment,
modification or waiver is in writing and consented to by each affected Agreement
Party and the Agent (with the consent of the Required Banks), and then any such
amendment, modification, waiver or consent shall be effective only in the
specific instance and for the specific purpose for which given; provided that,
except as set forth in Section 5.14 of this Agreement, no such amendment,
modification or waiver which would permit the release or termination of all or a
substantial portion of Guarantor's obligations under this Agreement shall be
effective without the consent of each Bank.

                  SECTION V.6. Section Headings. The section headings in this
Agreement are inserted for convenience of reference and shall not be considered
a part of this Agreement or used in its interpretation.

                                       9


                  SECTION V.7. Acknowledgments. No action of the Agent permitted
hereunder shall in any way affect or impair the rights of the Agent and the
obligations of each Agreement Party under this Agreement. Each Agreement Party
hereby acknowledges that there are no conditions to the effectiveness of this
Agreement.

                  SECTION V.8. Obligations Not Limited. All obligations of the
Guarantor and rights of the Guarantied Parties in respect of the Guarantied
Obligations expressed in this Agreement shall be in addition to and not in
limitation of those provided in applicable law or in any other written
instrument or agreement relating to any of the Guarantied Obligations.

                  SECTION V.9. GOVERNING LAW. THIS AGREEMENT SHALL BE A CONTRACT
MADE UNDER AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

                  SECTION V.10. Counterparts. This Agreement may be executed in
any number of counterparts, each of which shall for all purposes be deemed an
original, but all such counterparts shall constitute but one and the same
agreement. Each Agreement Party hereby acknowledges receipt of a true, correct
and complete counterpart of this Agreement.

                  SECTION V.11. Agent. The Agent acts herein as agent for
itself, the Banks and any and all future holders of the Guarantied Obligations.

                  SECTION V.12. WAIVER OF TRIAL BY JURY. EACH AGREEMENT PARTY
AND THE AGENT HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT
TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM CONCERNING ANY
RIGHTS UNDER THIS AGREEMENT OR ANY OTHER DOCUMENT OR AGREEMENT DELIVERED OR
WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION HEREWITH, OR ARISING FROM ANY
BANKING RELATIONSHIP EXISTING IN CONNECTION WITH THIS AGREEMENT AND AGREES THAT
ANY SUCH ACTION, PROCEEDING OR COUNTERCLAIM SHALL BE TRIED BEFORE A COURT AND
NOT BEFORE A JURY; THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE GUARANTIED
PARTIES ENTERING INTO THE RESTRUCTURING DOCUMENT.

                  SECTION V.13. No Limitation on Remedies. No failure to
exercise and no delay in exercising, on the part of the Agent or any other
Guarantied Party, any right, remedy, power or privilege hereunder shall operate
as a waiver thereof; nor shall any single or partial exercise of any right,
remedy, power or privilege hereunder preclude any other or further exercise
thereof or the exercise of any other right, remedy, power or privilege. The
rights, remedies, powers and privileges herein provided are cumulative and not
exclusive of any rights, remedies, powers and privileges provided by law.

                  SECTION V.14. Release of This Agreement. This Agreement shall
be terminated and Guarantor shall be released from all of its obligations
hereunder on the first date after the Near-Term Facilities Termination Date on
which Conseco, Inc. has Investment Grade Ratings Status, as long as no Default
or Event of Default shall have occurred and be continuing on such date.


                                       10



                  IN WITNESS WHEREOF, each Agreement Party has caused this
Guaranty and Subordination Agreement to be duly executed and delivered by its
officer thereunto duly authorized as of the date first above written.


                             CIHC, INCORPORATED, as Guarantor and 
                             Subordinated Borrower

                             By: /s/ David A. Hill
                                --------------------------------------
                                Name:  David A. Hill
                                Title: Vice-President

                             Address for Notices:

                             11825 North Pennsylvania Street
                             Carmel, Indiana 46032
                             Attention:

                             Fax: 317-817-6100



                             CONSECO, INC., as Obligor and Subordinated Lender

                             By: /s/ Thomas M. Hagerty
                                --------------------------------------
                                Name: Thomas M. Hagerty
                                Title: Acting Chief Financial Officer

                             Address for Notices:

                             11825 North Pennsylvania Street
                             Carmel, Indiana 46032
                             Attention:

                             Fax: 317-817-6100