CONSECO INC
EXHIBIT 10.8.32
<DOCUMENT>
<TYPE>EX-10.8.32 MATERIAL
<SEQUENCE>9
<FILENAME>ex10832.txt
<DESCRIPTION>EXHIBIT 10.8.32
<TEXT>
                                                                 Exhibit 10.8.32

                       FIRST STAGE AMENDMENT AND AGREEMENT

                               Re: 1997 D&O Loans

          THIS FIRST STAGE AMENDMENT AND AGREEMENT, dated as of March 20, 2002
(this "Agreement"), among Conseco, Inc. ("Conseco"), CDOC, Inc. ("CDOC"), CIHC,
Incorporated ("CIHC"), Bank of America, N.A., as administrative agent (in such
capacity, the "Administrative Agent"), as Collateral Agent (in such capacity,
the "Collateral Agent") and as Depositary Bank (in such capacity, the
"Depositary Bank"), the various financial institutions parties hereto (each a
"Bank" and collectively, the "Banks").

                              W I T N E S S E T H:

          WHEREAS, Conseco, the Banks and the Administrative Agent are parties
to that certain Agreement, dated as of September 22, 2000, relating to the 1997
Director and Officer Loan Credit Agreement (the "September 22, 2000 Agreement");

          WHEREAS, Conseco has requested that the Administrative Agent and the
Banks amend the September 22, 2000 Agreement as more fully described herein;

          WHEREAS, CDOC, the Collateral Agent and the Depositary Bank are
parties to that certain Amended and Restated Cash Collateral Pledge Agreement,
dated as of November 22, 2000 (the "Cash Collateral Agreement");

          WHEREAS, CDOC has requested that the Administrative Agent and the
Banks amend the Cash Collateral Agreement as more fully described herein;

          WHEREAS, Conseco, pursuant to a Guaranty, dated as of November 22,
2000 (the "Conseco Guaranty") has guaranteed the obligations of the borrowers
under the Credit Agreement, dated as of November 22, 2000, among the persons
listed on the signature pages thereto as Borrowers, the Banks, and the
Administrative Agent, relating to the refinancing of certain loans under that
certain Amended and Restated Credit Agreement, dated as of August 26, 1997 (the
"Credit Agreement");

          WHEREAS, Conseco has requested that the Administrative Agent and the
Banks amend the Conseco Guaranty as more fully described herein;

          WHEREAS, CIHC, pursuant to a Guaranty and Subordination Agreement,
dated as of November 22, 2000 (the "CIHC Guaranty"), has, among other things,
guaranteed the obligations Conseco under the Conseco Guaranty;

          WHEREAS, CIHC has requested that the Administrative Agent and the
Banks amend the CIHC Guaranty as more fully described herein;

          WHEREAS, Articles II, III and IV to the Appendix to that certain
Five-Year Credit Agreement, dated as of September 25, 1998, as amended (the
"Five-Year Credit Agreement"), were incorporated by reference into the September
22, 2000 Agreement and Articles II, III and IV were incorporated by reference
into the Conseco Guaranty;

<PAGE>


          WHEREAS, the parties to the Five-Year Credit Agreement now wish to
amend the Appendix and the parties hereto wish to consent to the amendment of
the Appendix; and

          WHEREAS, Conseco will agree to pay certain fees as more fully
described below;

          NOW, THEREFORE, in consideration of the mutual promises herein
contained and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

          Section 1. DEFINITIONS. Capitalized terms used and not otherwise
defined in this Agreement shall have the meanings assigned thereto in the Credit
Agreement. As used herein, the following terms shall have the following
meanings:

          "A.M. Best A- Status" shall have the meaning set forth in Section 1.01
of the Appendix.

          "Agreement Fee" shall have the meaning set forth in Section 7.1(a)
hereof.

          "Appendix" shall have the meaning set forth in Section 6.1 hereof.

          "Appendix Amendment" shall have the meaning set forth in Section 6.1
hereof.

          "D&O Facilities" shall have the meaning set forth in Section 1.01 of
the Appendix.

          "Effective Date" shall have the meaning set forth in Section 8 hereof.

          "Exchange Offer" shall have the meaning set forth in Section 1.01 of
the Appendix.

          "Fees" shall have the meaning set forth in Section 7.1 hereof.

          "Specified D&O Facilities" shall have the meaning set forth in Section
1.01 of the Appendix.

          "Trust Preferred Securities" shall have the meaning set forth in
Section 1.01 of the Appendix.

          Section 2. AMENDMENTS TO SEPTEMBER 22, 2000 AGREEMENT.

          2.1 Section 1.1 of the September 22, 2000 Agreement is hereby amended
as follows:

               (a) The definition of "CDOC" is hereby added to Section 1.1 of
          the September 22, 2000 Agreement in its proper alphabetical order and
          reads as follows:

               "CDOC" shall mean CDOC, Inc., a Delaware corporation.

               (b) The definition of "Required Banks" is hereby added to Section
          1.1 of the September 22, 2000 Agreement in its proper alphabetical
          order and reads as follows:

                                       2
<PAGE>


               "Required Banks" shall have (a) with respect to the Loans, the
               meaning assigned thereto in the Loan Documents and (b) with
               respect to the New Loans, the meaning assigned thereto in the New
               Loan Documents.

          2.2 The following sentence is hereby added to the end of Section 5(a)
of the September 22, 2000 Agreement to read as follows: "For purposes of this
Section 5(a), in making any calculation to determine Cash Collateral Deposits
required to be made or held, such required amounts will be reduced by the amount
of any application of cash collateral under Section 5(e) hereof."

          2.3 Section 5(e) is hereby added to the September 22, 2000 Agreement
to read as follows:

               "(e) The Guarantor may, at its option, direct the Administrative
               Agent to apply the cash collateral provided by CDOC in respect of
               the Specified D&O Facilities as follows: (i) to the payment of
               the Specified D&O Facilities (or to all the D&O Facilities, as
               applicable under Article II of the Appendix), pro rata as to the
               Specified D&O Facilities (or to all the D&O Facilities, as
               applicable under Article II of the Appendix), but such allocation
               thereof need not be pro rata as to the underlying borrowers; (ii)
               to the payment under the New Conseco Guaranty of the Specified
               D&O Facilities (or to all the D&O Facilities, as applicable under
               Article II of the Appendix), pro rata as to the Specified D&O
               Facilities (or to all the D&O Facilities, as applicable under
               Article II of the Appendix), but such allocation thereof need not
               be pro rata as to the underlying borrowers or (iii) to the
               Guarantor's purchase of Borrowers' loans, subject to
               intercreditor rights satisfactory to the Required Banks and the
               Guarantor, provided that the Guarantor may only purchase an
               individual Borrower's loans if the Guarantor simultaneously
               purchases all loans under the D&O Facilities of such Borrower. To
               the extent the Guarantor purchases an individual Borrower's loans
               pursuant to clause (iii) of the preceding sentence, each Bank
               hereby consents to the Administrative Agent (in its sole
               discretion) entering into an amendment of the Credit Agreement
               with such Borrower subsequent to the Effective Date which (x)
               amends the definition of "Eligible Assignee" in the New Loan
               Documents to include the Guarantor and (y) provides for any other
               amendments of any other provisions of the New Loan Documents
               necessary to provide that the purchase of such Borrower's loans
               may be non-pro-rata as to the assigning Bank and the other
               underlying Borrowers."

          Section 3. AMENDMENTS TO CASH COLLATERAL AGREEMENT. The following
sentence shall be added at the end of Section 4.5 of the Cash Collateral
Agreement: "The Grantor shall have the right to make withdrawals to the extent
such withdrawals are simultaneously applied as set forth in Section 5(e) of the
Agreements Re: Specified D&O Facilities."

          Section 4. AMENDMENTS TO CONSECO GUARANTY.

                                       3
<PAGE>


          4.1 Section 2.6 of the Conseco Guaranty is hereby amended by the
addition of the following at the end of such section:

               "If for any reason the Guarantor believes that any payment made
               by it of the Guaranteed Obligations would not be subject to
               subrogation rights under this Section 2.6, the Guarantor and the
               Required Banks in their sole discretion, may agree to an
               alternative procedure to preserve substantially equivalent rights
               to the Guarantor and substantially equivalent economic results
               for the Banks. Without limiting the foregoing, if the Guarantor
               is paying all the Guaranteed Obligations of a participant
               Borrower, the Banks will assign their rights in respect of said
               Guaranteed Obligations to the Guarantor, subject to intercreditor
               rights satisfactory to the Required Banks and the Guarantor."

          4.2 Section 3.4 of the Conseco Guaranty is hereby amended and restated
in its entirety to read as follows:

                    "SECTION 3.4. Margin Regulations.

                    (a) None of the transactions contemplated hereunder or in
               connection herewith will in any way violate, contravene or
               conflict with any of the provisions of Regulation U;

                    (b) None of the obligations of any Borrower to Guarantor is
               or will be directly or indirectly secured by "margin stock" (as
               defined in Regulation U) unless the Guarantor complies with the
               provisions of Regulation U in connection therewith;

                    (c) Neither Guarantor nor any third party acting on behalf
               of Guarantor has taken or will take possession of any Borrower's
               "margin stock" to secure, directly or indirectly, any of the
               Guaranteed Obligations of such Borrower or the obligations of
               Guarantor under this Guaranty unless Guarantor complies with the
               provisions of Regulation U in connection therewith;

                    (d) Guarantor does not and will not have any right to
               prohibit any Borrower from selling, pledging, encumbering or
               otherwise disposing of any margin stock owned by such Borrower so
               long as this Guaranty is in effect or any of the Guaranteed
               Obligations of such Borrower or the obligations of Guarantor
               under this Guaranty remain outstanding unless Guarantor complies
               with the provisions of Regulation U in connection therewith;

                    (e) None of the Borrowers have granted or will grant
               Guarantor or any third party acting on behalf of Guarantor the
               right to accelerate repayment of any of the Guaranteed
               Obligations of such Borrower if any of the margin stock owned by
               such Borrower is sold by such Borrower or otherwise unless
               Guarantor complies with the provisions of Regulation U in
               connection therewith; and

                    (f) There is no agreement or other arrangement between any
               Borrower and Guarantor or any third party acting on behalf of

                                       4
<PAGE>

               Guarantor (and no such agreement or arrangement shall be entered
               into so long as this Guaranty is in effect or any of the
               Guaranteed Obligations of such Borrower or the obligations of
               Guarantor under this Guaranty remain outstanding) under which the
               margin stock of such Borrower would be made more readily
               available as security to Guarantor than to other creditors of
               such Borrower unless Guarantor complies with the provisions of
               Regulation U in connection therewith."

          4.3 Section 4.3 of the Conseco Guaranty is hereby amended and restated
in its entirety to read as follows:

               "SECTION 4.3. Limitation on Additional Purpose Credit.
               Notwithstanding any other provision of this Guaranty, the Credit
               Agreement or the Revolving Credit Agreement to the contrary,
               Guarantor will not, and will not permit any of its Wholly-Owned
               Subsidiaries and/or Significant Subsidiaries to incur or assume
               any Indebtedness which constitutes "purpose credit" secured
               "directly or indirectly" (as defined in Regulation U) by Margin
               Stock unless Guarantor complies with the provisions of Regulation
               U."

          Section 5. AMENDMENT TO CIHC GUARANTY. Section 5.14 of the CIHC
Guaranty is hereby deleted.

          Section 6. CONSENT.

          6.1 The parties hereto consent to the amendment of the Appendix as
attached hereto as Exhibit A (the "Appendix Amendment"). The parties hereto
further agree that all references in the September 22, 2000 Agreement and the
Conseco Guaranty to the Appendix shall mean the Appendix as so amended by the
Appendix Amendment (the "Appendix").

          6.2 Conseco may, at its option, make payments or purchases under the
Specified D&O Facilities (or to all the D&O Facilities, as applicable under
Article II of the Appendix or the related Conseco guaranty), pro rata as to the
Specified D&O Facilities (or to all the D&O Facilities, as applicable under
Article II of the Appendix), but such allocation thereof need not be pro rata as
to the underlying borrowers.

          Section 7. FEES.

          7.1 Conseco hereby agrees that, upon the effectiveness of this
Agreement pursuant to the provisions of Section 8 hereof, Conseco shall be
obligated to pay, and shall pay, to the Administrative Agent, for the pro rata
benefit of the Banks, the following fees (the "Fees"):

                    (a) On the Effective Date, an agreement fee (the "Agreement
               Fee") in immediately available funds equal 0.50% of the principal
               amount of the Loans outstanding on such date, net of a
               proportionate share (which share shall equal the share of the
               Loans payable to such Bank divided by the outstanding Loans under
               all the Specified D&O Facilities) of the cash collateral then on
               deposit securing Conseco's obligations relating to the Credit
               Agreement; provided that the Agreement Fee shall only be payable
               to those Banks that execute and deliver this Agreement by March
               20, 2002; and

                                       5

<PAGE>


                    (b) From and after the Effective Date and until all Loans
               are paid in full, a continuing per annum fee equal to 0.75% of
               all Loans then outstanding, payable quarterly in arrears,
               quarterly on the last Business Day of each calendar quarter, with
               payment commencing on March 31, 2002.

          7.2 Conseco's obligation to pay each of the Fees shall be irrevocable,
unconditional, and absolute and, consistent therewith, shall not terminate in
the event that this Agreement shall otherwise be terminated pursuant to its
provisions. Such fees shall be in addition to any fees provided for under the
September 22, 2000 Agreement or the Credit Agreement.

          Section 8. CONDITIONS PRECEDENT. This Agreement shall become effective
on such date (the "Effective Date") when each of the conditions precedent set
forth in this Section 8 shall have been satisfied, and notice thereof shall have
been given by the Administrative Agent to Conseco and the Banks.

          8.1 Receipt of Documents. The Administrative Agent shall have received
all of the following documents duly executed, dated the date hereof or such
other date as shall be acceptable to the Administrative Agent, and in form and
substance satisfactory to the Administrative Agent:

                    (a) This Agreement, duly executed by Conseco, CDOC, CIHC,
               the Administrative Agent and the Required Banks;

                    (b) A certificate of the Secretary or Assistant Secretary of
               Conseco (i) certifying the names and true signatures of the
               officers of Conseco authorized to execute, deliver and
               performance, as applicable, this Agreement, and all other
               documents to be delivered by it hereunder and (ii) attaching
               copies of the resolutions of the board of directors of Conseco
               authorizing the transactions contemplated hereby;

                    (c) A certificate of the Secretary or Assistant Secretary of
               CIHC (i) certifying the names and true signatures of the officers
               of CIHC authorized to execute, deliver and perform, as
               applicable, all documents to be delivered by it hereunder and
               (ii) attaching copies of the resolutions of the board of
               directors of CIHC authorizing the transactions contemplated
               hereby;

                    (d) A certificate of the Secretary or Assistant Secretary of
               CDOC (i) certifying the names and true signatures of the officers
               of CDOC authorized to execute, deliver and perform, as
               applicable, all documents to be delivered by it hereunder and
               (ii) attaching copies of the resolutions of the board of
               directors of CDOC authorizing the transactions contemplated
               hereby;

                    (e) The Reaffirmation of (i) the Conseco Guaranty, (ii) the
               CIHC Guaranty and (iii) the Amended and Restated Cash Collateral
               Agreement, in the form of Exhibit B attached hereto;

                    (f) The opinion of David K. Herzog, counsel of Conseco and
               CIHC, substantially in the form of Exhibit C, and addressing such
               other legal matters as the Administrative Agent may reasonably
               require;

                                       6
<PAGE>


                    (g) The opinion of Weil, Gotshal & Manges LLP, outside
               counsel to Conseco and CIHC, substantially in the form of Exhibit
               D, and addressing such other legal matters as the Administrative
               Agent may reasonably require;

                    (h) Duly authorized, executed and delivered copies of (i)
               the First Stage Amendment and Agreement Re: Non-Refinanced 1998
               D&O Loans, dated as of March 20, 2002, (ii) the First Stage
               Amendment and Agreement Re: 1998 D&O Loans, dated as of March 20,
               2002, and (iii) the First Stage Amendment and Agreement Re: 1999
               D&O Loans, dated as of March 20, 2002, substantially in the form
               hereof;

                    (i) A duly authorized, executed and delivered copy of Third
               Amendment to Five-Year Credit Agreement, dated as of March 20,
               2002, among Conseco, the various financial institutions party
               thereto, and Bank of America, N.A. as agent thereunder; and

                    (j) Receipt by the Administrative Agent of a letter to the
               Banks evidencing Conseco's understanding if scheduled payments
               are not made on or before the date that such scheduled payments
               become due and payable in respect of all Trust Preferred
               Securities, a downgrade from A.M. Best A- Status would occur.

          8.2 Additional Conditions. The effectiveness of this Agreement and the
consent of the Banks are subject to the following further conditions precedent:

                    (a) With respect to Conseco, no Default exists and no Event
               of Default will exist after giving effect to this Agreement;

                    (b) The representations and warranties of Conseco contained
               in Article III of the Conseco Guaranty, are true and correct in
               all material respects with the same effect as though made on the
               Effective Date, except, to the extent that any such
               representations and warranties relate expressly to an earlier
               date, such representations and warranties shall have been true
               and correct in all material respects as of such earlier date;

                    (c) No Material Litigation exists other than the litigation
               described in Schedule I attached hereto;

                    (d) No Material Adverse Change has occurred with respect to
               Conseco or CIHC since September 30, 2001 (except for changes in
               or adverse effects upon, the business, properties, condition
               (financial or otherwise) of Conseco and CIHC as disclosed in
               press releases, public filings or otherwise in writing to the
               Administrative Agent);

                    (e) Conseco shall have paid all accrued and unpaid fees,
               costs, expenses and other disbursements to date, including
               attorneys' fees and costs, including those to be incurred in
               connection, negotiation, and execution of this Agreement. Conseco
               shall remain liable and shall promptly reimburse the
               Administrative Agent for such future fees, costs expenses and
               other disbursements as provided for in the existing Loan
               Documents;

                    (f) The Banks, with the approval of Conseco, shall have
               hired Ernst & Young LLP as a financial advisor to review the

                                       7
<PAGE>

               financial condition and performance of Conseco and its
               Subsidiaries, and the Administrative Agent shall be satisfied as
               to the duration and scope of such review; and

                    (g) The Exchange Offer and the disclosures made in
               connection therewith (including, without limitation, pursuant to
               the related offering memorandum) shall be on terms and conditions
               satisfactory to the Administrative Agent.

          Section 9. MISCELLANEOUS.

          9.1 Severability. Any provision of this Agreement which is prohibited
or unenforceable in any jurisdiction shall, as to such provision and such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions of this Agreement
or affecting the validity or enforceability of such provision in any other
jurisdiction.

          9.2 Headings. The various headings of this Agreement are inserted for
convenience only and shall not affect the meaning or interpretation of this
Agreement or any provisions hereof.

          9.3 Execution in Counterparts. This Agreement may be executed by the
parties hereto in several counterparts, each of which shall be deemed to be an
original and all of which shall constitute together but one and the same
agreement.

          9.4 Governing Law. THIS AGREEMENT SHALL BE DEEMED TO BE A CONTRACT
MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF ILLINOIS.

          9.5 Successors and Assigns. This Agreement shall be binding upon and
shall inure to the benefit of the parties hereto and their respective successors
and assigns.

                               [signatures follow]

                                       8
<PAGE>



          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their respective officers thereunto duly authorized as of the day
and year first above written.

                                         CONSECO, INC.



                                         By:/s/James S. Adams
                                            ------------------------------------
                                         Name:  James S. Adams
                                         Title: Senior Vice President,
                                                Chief Accounting Officer
                                                and Treasurer


                                         CIHC, INCORPORATED



                                         By:/s/William T. Devanney, Jr.
                                            ------------------------------------
                                         Name:  William T. Devanney, Jr.
                                         Title: Senior Vice President,
                                                Corporate Taxes


                                         CDOC, INC.



                                         By:/s/William T. Devanney, Jr.
                                            ------------------------------------
                                         Name:  William T. Devanney, Jr.
                                         Title: Senior Vice President,
                                                Corporate Taxes


                                         BANK OF AMERICA, N.A., as
                                         Administrative Agent, as a Bank, as
                                         Collateral Agent and as Depositary Bank


                                         By:/s/Bridget Garavalia
                                            ------------------------------------
                                         Name: Bridget Garavalia
                                         Title: Managing Director




<PAGE>


                                         DEUTSCHE BANK AG, New York and/or
                                         Cayman Island Branches



                                         By:/s/Robert M. Wood, Jr.
                                            ------------------------------------
                                         Name:  Robert M. Wood, Jr.
                                         Title: Director



                                         By:/s/Mark B. Cohen
                                         ---------------------------------------
                                         Name:  Mark B. Cohen
                                         Title: Managing Director

                                         FIRST UNION NATIONAL BANK


                                         By:/s/Thomas L. Stitchberry
                                            ------------------------------------
                                         Name: Thomas L. Stitchberry
                                         Title: Senior Vice President


                                         FLEET NATIONAL BANK



                                         By:/s/Donald R. Nicholson
                                         ---------------------------------------
                                         Name: Donald R. Nicholson
                                         Title: Senior Vice President


                                         SUN TRUST BANK



                                         By:
                                            ------------------------------------
                                         Name:
                                         Title:




<PAGE>


                                         GENERAL ELECTRIC CAPITAL CORPORATION



                                         By:/s/W. Jerome McDermott
                                            ------------------------------------
                                         Name: W. Jerome McDermott
                                        Title: Duly Authorized Signatory



<PAGE>
                                   Schedule I

                               Material Litigation

          Litigation described in Form 10-Q of Conseco, Inc. for the quarterly
period ended September 30, 2001.

          Donald J. Trump v. Conseco, Inc., et al.



<PAGE>
                                    Exhibit A

                               Appendix Amendment


               AMENDMENT, dated as of March 20, 2002 (this "Amendment"), to the
Conseco, Inc. Appendix, dated as of September 22, 2000 (the "Appendix").

               1. Definitions. Unless otherwise defined herein, terms defined in
the Appendix and used herein shall have the meanings given to them in the
Appendix.

               Amendment to Section 1.01. Section 1.01 is hereby amended as
follows:

                    (i) (a) by deleting in its entirety the definition of "Cash
          on Hand Target".

               (b) by amending the definition of "Conseco Adjusted Earnings" as
follows:

                    (i) by deleting the term "non-cash" each time it appears in
          clauses (f) and (g) thereof;

                    (ii) by deleting the phrase "(provided that the after tax
          amounts described in clauses (f) and (g) shall not exceed in the
          aggregate $500,000,000 for any Calculation Period ending on or before
          September 30, 2001, and $50,000,000 for any Calculation Period ending
          thereafter)" where it appears after clause (g) thereof and inserting
          in lieu thereof the following:

               "(provided that the after tax amounts described in clauses (f)
               and (g) shall not exceed (i) more than $500,000,000 in the
               aggregate accrued or incurred during Fiscal Year 2002 (provided
               that no more than $50,000,000 (accrued or incurred during Fiscal
               Year 2002) of such expenses, losses or other charges in the
               aggregate may be in cash), and (ii) more than $50,000,000 in the
               aggregate accrued or incurred for any Fiscal Year thereafter)";
               and

                    (iii) by inserting the following sentence at the end
          thereof:

               "Notwithstanding the foregoing, Conseco Adjusted Earnings shall
               exclude any income or gain, or expense, loss or charge, (x)
               associated with Conseco's ownership of AT&T Wireless Stock, (y)
               resulting from any impairment of the D&O Facilities or (z) set
               forth on Annex II attached hereto, provided that the amounts set
               forth for the fiscal periods on such Annex may be excluded in the
               applicable Calculation Period prior to the date of the Amendment
               as well as any Calculation Period after the date of the Amendment
               that includes such fiscal period(s)."

<PAGE>


               (c) by amending the definition of "Conseco Finance Tangible Net
Worth" by deleting the text of clause (b) where it occurs in the definition
thereof and inserting in lieu thereof the following:

               "(b) any charges specified in clause (f) or (g) of the definition
               of Conseco Adjusted Earnings; provided that such charges shall
               not be permitted to exceed $150,000,000 on an after tax basis in
               the aggregate and no more than $15,000,000 of such $150,000,000
               of charges on an after-tax basis may be in cash"

               (d) by amending the definition of "Interest Coverage Ratio" by
inserting the following sentence at the end thereof:

               "For purposes of determining the Interest Coverage Ratio, the
               term "Conseco Available Cash Flow" shall exclude the amount of
               (i) Net Proceeds received by Conseco in connection with any
               Disposition of any right or interest of Conseco or any of its
               Subsidiaries in the General Motors Building less (ii) the
               statutory carrying value of Conseco and its Subsidiaries in
               respect of the General Motors Building (the amount of clause (i)
               less the amount of clause (ii), the "GM Gain"); provided, that in
               connection with determining the Interest Coverage Ratio for
               purposes of compliance with any conditions precedent to an
               extension of the maturity date of the $1.5 Billion Facility or
               any of the D&O Facilities, only the first $250,000,000 of any
               such GM Gain may be included in such determination."

               (e) by amending the definition of "Relevant CIHC Guaranty" by
deleting the second sentence thereof.

               (f) by deleting in its entirety the definition of "$144 Million
D&O Credit Agreement" and inserting in lieu thereof the following:

               "$144 Million D&O Credit Agreement" means the Credit Agreement,
               dated as of November 22, 2000, as amended, supplemented or
               otherwise modified or refinanced, among the individual borrowers
               parties thereto, the banks parties thereto and JPMorgan Chase
               Bank as administrative agent (relating to all of the
               then-existing loans under the $144 Million D&O Facility).

               (g) by deleting in its entirety the definition of "$181 Million
D&O Credit Agreement" and inserting in lieu thereof the following:

               "$181 Million D&O Credit Agreement" means collectively (i) the
               Credit Agreement, dated as of August 21, 1998, among the
               individual borrowers parties thereto, the banks parties thereto
               and Bank of America, N.A., as administrative agent, as amended,
               supplemented or otherwise modified or refinanced, and (ii) the
               Credit Agreement, dated as of November 22, 2000, as amended,
               supplemented or otherwise modified or refinanced, (relating to
               certain but not all of the then-existing loans under the $181
               Million D&O Facility) pursuant to which Bank of America, N.A. is
               the administrative agent.

                                      A-2
<PAGE>


               (h) by deleting in its entirety the definition of "$245 Million
D&O Credit Agreement" and inserting in lieu thereof the following:

               "$245 Million D&O Credit Agreement" means the Credit Agreement,
               dated as of November 22, 2000, as amended, supplemented or
               otherwise modified or refinanced, among the individual borrowers
               parties thereto, the banks parties thereto and Bank of America,
               N.A., as administrative agent (relating to all of the
               then-existing loans under the $245 Million D&O Facility).

               (i) by adding thereto the following new definitions in the
appropriate alphabetical order:

               "Amendment" means this Amendment, dated as of March 20, 2002, in
respect of the Appendix.

               "Amendment Effective Date" means the "Effective Date" as defined
in the Amendment.

               "AT&T Wireless Stock" means 10,319,050 shares of AT&T Wireless
Services, Inc. common stock par value $.01 per share.

               "Exchange Offer" means the exchange offer pursuant to the
Offering Memorandum dated as of March 18, 2002, pursuant to which Conseco
offered to exchange Specified Existing Public Debt for New Exchange Offer Public
Debt in accordance with the terms of such Offering Memorandum, any exchange
offer in connection with the registration of the New Exchange Offer Public Debt
with the Securities and Exchange Commission and any exchange offer on terms
substantially similar to the foregoing exchange offers.

               "General Motors Building" means the building located at 767 5th
Avenue, New York, NY 10153.

               "New Exchange Offer Public Debt" means the senior notes issued
pursuant to an Exchange Offer in exchange for Specified Existing Public Debt or
other New Exchange Offer Public Debt.

               "Specified Existing Public Debt" means collectively Conseco's
8.5% Senior Notes due October 15, 2002, 6.4% Senior Notes due February 10, 2003,
8.75% Senior Notes due February 9, 2004, 6.8% Senior Notes due June 15, 2005, 9%
Senior Notes due October 15, 2006 and 10.75% Senior Notes due June 15, 2008.

               "Trigger Date" means (i) in the case of the sale of Sufficient
Assets, the Reduction Date and (ii) in the case of any other Approved Strategic
Alternative, the date such Approved Strategic Alternative is approved by the
Required Banks.

                                      A-3
<PAGE>


               2. Amendment to Section 1.03. Section 1.03 of the Appendix is
hereby amended by inserting at the end thereof a new Section 1.03(c):

               "(c) For purposes of calculating any financial covenants or
               related definitions hereunder, any charges taken to writeoff
               goodwill to the extent required by the Financial Accounting
               Standards Board of the American Institute of Certified Public
               Accountants Statement No. 142 shall be excluded."

               (a) Amendment to Section 2.01. (a) Section 2.01(a) of the
Appendix is hereby amended by deleting such Section in its entirety and
substituting in lieu thereof the following:

               "(a) [Intentionally Omitted.]"

               (b) Section 2.01(b) of the Appendix is hereby amended by deleting
such Section 2.01(b) in its entirety and substituting in lieu thereof the
following:

               "(b) On the Amendment Effective Date and thereafter, within three
               Business Days after Conseco or any of its Subsidiaries receives
               any Available Net Proceeds, such Available Net Proceeds shall be
               applied as follows: first, the first $352,000,000 shall be
               retained by Conseco; second, the next $313,000,000 shall be
               applied pro rata to the $1.5 Billion Facility and the Specified
               D&O Facilties (in the manner contemplated by Section 2.02(c));
               third, following the application of $313,000,000 pursuant to
               clause second above and thereafter until the earlier of (i)
               December 31, 2003 and (ii) the application of an additional $250
               million pursuant to this clause, 50% per transaction of any
               Available Net Proceeds shall be retained by Conseco and 50% per
               transaction of any Available Net Proceeds shall be applied pro
               rata to the $1.5 Billion Facility and the Specified D&O
               Facilities (in the manner contemplated by Section 2.02(c));
               fourth, after the earlier of (i) December 31, 2003 and (ii) the
               application of an additional $250 million pursuant to clause
               third above, 25% per transaction of any Available Net Proceeds
               shall be retained by Conseco and 75% per transaction of any
               Available Net Proceeds shall be applied pro rata to the $1.5
               Billion Facility and the Specified D&O Facilities (in the manner
               contemplated by Section 2.02(c)); and fifth, after March 31,
               2004, 50% per transaction of any Available Net Proceeds shall be
               retained by Conseco and 50% per transaction of any Available Net
               Proceeds shall be applied pro rata to the $1.5 Billion Facility
               and the Specified D&O Facilities (in the manner contemplated by
               Section 2.02(c)); provided that in the event that the Relevant
               Banks under the D&O Facilities agree to grant Conseco an option
               to extend the date by which Conseco is required to pay, purchase
               or cash collateralize in full the D&O Facilities or the related
               Conseco Guaranty from December 31, 2003 until March 31, 2005, the
               application of Available Net Proceeds pursuant to this Section
               2.01(b) to the $1.5 Billion Facility and the D&O Facilities shall
               be as follows: (i) in clause second above, after $50,000,000 of
               Available Net Proceeds have been applied to the Specified D&O
               Facilities, the remainder shall be applied pro rata to the $1.5
               Billion Facility and the D&O Facilities (in the manner
               contemplated by Section 2.02(c)); and (ii) in clauses third,
               fourth and fifth above, the references to the Specified D&O
               Facilities shall be deemed to be references to the D&O

                                      A-4
<PAGE>

               Facilities. Any Available Net Cash Proceeds referred to in this
               paragraph as being available for retention by Conseco (A) must,
               if received by a Subsidiary, be distributed to Conseco for such
               purpose if such distribution is not prohibited by law, rule or
               regulation or the Lehman Agreement and (B) may be used by Conseco
               for any purpose permitted by this Appendix.

               (c) Section 2.01(c) is hereby amended by deleting such Section in
its entirety and substituting in lieu thereof the following:

               "(c) [Intentionally Omitted]."

               (d) Amendment to Section 2.02. (a) Section 2.02(a) is hereby
amended by deleting such Section in its entirety and substituting in lieu
thereof the following:

               "(a) [Intentionally Omitted]."

               (e) Section 2.02(b) is hereby amended by deleting such Section in
its entirety and substituting in lieu thereof the following:

               "(b) [Intentionally Omitted]."

               (f) Section 2.02(c) is hereby amended by deleting such Section in
its entirety and substituting in lieu thereof the following:

               "(c) Any application of Available Net Proceeds allocated to the
               $1.5 Billion Facility and the Specified D&O Facilities or the D&O
               Facilities, as applicable, pursuant to Section 2.01(b) (and any
               application of Net Proceeds pursuant to clause (a)(ii) of the
               definition of "Exempt Waterfall Amounts") shall be allocated
               ratably to each such Facility based on the aggregate Exposure
               then outstanding under such Facilities, and ratably to the
               Exposure of each Bank under each such Facility. The Available Net
               Proceeds so allocated to each Specified D&O Facility and D&O
               Facility, as applicable, at the discretion of Conseco, shall be
               either (i) deposited in a cash collateral account pursuant to the
               applicable Cash Collateral Agreement or (ii) applied to purchase
               or repay "Loans" made to the individual borrowers pursuant to the
               applicable Specified D&O Facility or D&O Facility, as applicable
               or (iii) applied to pay the related Conseco Guaranty."

               (g) Amendment to Article III. Article III of the Appendix is
hereby amended by adding at the end thereof the following new Sections 3.12 and
3.13:

               "3.12. Hiring of Ernst & Young. Conseco hereby agrees to (i) the
               hiring by the Banks of Ernst & Young LLP as a financial advisor
               to review the financial condition and performance of Conseco and
               its Subsidiaries, the duration and scope of such review to be at
               the direction and under the control of Conseco and the Agents
               (and Conseco agrees to use reasonable best efforts to facilitate
               such review) and (ii) paying all fees, costs and expenses
               incurred from time to time in connection with such review
               promptly upon receipt of an invoice for such services.

                                      A-5
<PAGE>


               3.13. A.M. Best Rating Reduction Remedy. If on any date (the
"Reduction Date") the rating from A.M. Best Company is reduced to less than B+
on Bankers Life and Casualty Company, Conseco Annuity Assurance Company, Conseco
Health Insurance Company, Conseco Life Insurance Company or Conseco Senior
Health Insurance Company, Conseco shall be obligated to retain an investment
banker of national recognition (the "Investment Banker") reasonably satisfactory
to the Agents to explore strategic alternatives ("Strategic Alternatives") to
repaying in full in cash all Obligations under the $1.5 Billion Facility and
each of the D&O Facilities (or, in the case of the D&O Facilities, cash
collateralize such Facilities), which Strategic Alternatives shall include
either (i) the sale of one or more of its Subsidiaries ("Sufficient Assets") the
value of which will be sufficient to repay in full in cash all such Obligations,
(ii) such other Strategic Alternative(s) approved by the Required Banks or (iii)
both the sale of Sufficient Assets and one or more other Strategic Alternatives
approved by the Required Banks (clauses (i), (ii) or (iii), individually, an
"Approved Strategic Alternative"). At any time, the Required Banks may amend,
supplement or otherwise modify the requirements of this Section 3.13, including
amending the terms and/or conditions of an Approved Strategic Alternative,
releasing Conseco from its obligations to proceed with the sale of Sufficient
Assets or otherwise. Conseco and its Subsidiaries shall diligently pursue and
take material steps toward achieving each Approved Strategic Alternative,
including, to the extent applicable, the preparation and distribution of
offering materials with respect to each Approved Strategic Alternative,
facilitating advisors of Conseco in making contact with potential purchasers or
other relevant parties in their due diligence processes, using reasonable best
efforts to prepare, negotiate and execute transaction documents with respect
thereto and consummate such transactions.

               Conseco shall provide the Agents with bi-weekly written reports
(in form and scope acceptable to the Agents), describing the status of its
progress in pursuing, and actions it has taken and is planning on taking toward
achieving each Approved Strategic Alternative. Without limiting the generality
of Conseco's obligations set forth above, Conseco shall have:

               (A) Engaged the Investment Banker to explore Strategic
Alternatives no later than 30 days after the Reduction Date;

               (B) Distributed offering materials, and provided copies thereof
to the Agents, with respect to any Approved Strategic Alternative, no later than
90 days after the Trigger Date;

               (C) Used reasonable best efforts to receive written expressions
of interest, and provided copies thereof to the Agents, with respect to each
Approved Strategic Alternative, no later than 120 days after the Trigger Date;

               (D) Used reasonable best efforts to sign the appropriate
transaction documents with respect to any Approved Strategic Alternative no
later than 180 days after the Trigger Date, unless the Required Banks have
agreed to extend such date; and

               (E) Used reasonable best efforts to consummate any Approved
Strategic Alternative no later than 270 days after the Trigger Date, unless the
Required Banks have agreed to extend such date."

                                      A-6
<PAGE>


               (h) Amendment to Section 4.01. Section 4.01 of the Appendix is
hereby amended by (i) deleting from Section 4.01(l) the word "and" where it
appears at the end of such Section 4.01, (ii) replacing in Section 4.01(m) the
"." where it appears at the end of such Section with a "; and" and (iii) adding
at the end thereof the following new subsection 4.01(n):

               "(n) subordinated Contingent Obligations of CIHC in respect of
               the New Exchange Offer Public Debt (the "Subordinated CIHC
               Guaranty"), provided that (i) such Subordinated CIHC Guaranty
               shall contain terms and conditions and shall be subordinated to
               any and all Obligations under the $1.5 Billion Facility and each
               of the D&O Facilities, in each case on terms and conditions
               satisfactory to the Agents and (ii) the Exchange Offer and the
               disclosures made in connection therewith (including, without
               limitation, pursuant to the Offering Memorandum) shall be on
               terms and conditions satisfactory to the Agents.

               3. Amendment to Section 4.08. Section 4.08(c) of the Appendix is
hereby amended by replacing the number "$100,000,000" where it appears in
Sections 4.08(c)(i) and 4.08(c)(ii) thereof with the number "$50,000,000".

               4. Amendment to Section 4.14. Section 4.14 of the Appendix is
hereby amended by deleting the table contained therein in its entirety and
inserting in lieu thereof the following table:
<TABLE>
<CAPTION>


                           "Fiscal Quarter
                           Ending                                      Ratio
                           ------                                      -----
<S>                        <C>                                         <C>

                           December 31, 2001                           1.20 to 1.0
                           March 31, 2002                              1.25 to 1.0
                           June 30, 2002                               1.25 to 1.0
                           September 30, 2002                          1.10 to 1.0
                           December 31, 2002                           1.10 to 1.0
                           March 31, 2003                              1.30 to 1.0
                           June 30, 2003                               1.75 to 1.0
                           September 30, 2003                          1.90 to 1.0
                           December 31, 2003                           2.15 to 1.0
                           March 31, 2004                              2.25 to 1.0
                           June 30, 2004                               2.50 to 1.0
                           September 30, 2004                          2.50 to 1.0
                           December 31, 2004 and thereafter            2.50 to 1.0"

</TABLE>


               5. Amendment to Section 4.15. Section 4.15 of the Appendix is
hereby amended by (i) deleting the parenthetical contained therein and (ii)
deleting the table contained therein in its entirety and inserting in lieu
thereof the following table:

                                      A-7
<PAGE>
<TABLE>
<CAPTION>

                           "Fiscal Quarter
                           Ending                                      Amount
                           ------                                      ------
<S>                        <C>                                         <C>

                           December 31, 2001                           $1,600,000,000
                           March 31, 2002                              $1,200,000,000
                           June 30, 2002                               $1,200,000,000
                           September 30, 2002                          $1,200,000,000
                           December 31, 2002                           $1,300,000,000
                           March 31, 2003                              $1,300,000,000
                           June 30, 2003                               $1,350,000,000
                           September 30, 2003                          $1,400,000,000
                           December 31, 2003                           $1,400,000,000
                           March 31, 2004                              $1,500,000,000
                           June 30, 2004                               $1,500,000,000
                           September 30, 2004                          $1,700,000,000
                           December 31, 2004 and thereafter            $1,700,000,000"
</TABLE>


               6. Amendment to Section 4.16. Section 4.16 of the Appendix is
hereby amended by deleting such Section in its entirety and inserting in lieu
thereof the following:

               "4.16. Conseco Finance Tangible Net Worth. Conseco shall not
permit Conseco Finance Tangible Net Worth as at the end of any Fiscal Quarter
set forth below to be less than the relevant amount set forth below:
<TABLE>
<CAPTION>

                           Fiscal Quarter
                           Ending                             Amount
                           ------                             ------
<S>                        <C>                                <C>

                           December 31, 2001                  $1,200,000,000
                           March 31, 2002                     $1,200,000,000
                           June 30, 2002                      $1,200,000,000
                           September 30, 2002                 $1,200,000,000
                           December 31, 2002                  $1,200,000,000
                           March 31, 2003                     $1,200,000,000
                           June 30, 2003                      $1,200,000,000
                           September 30, 2003                 $1,200,000,000
                           December 31, 2003                  $1,300,000,000
                           March 31, 2004                     $1,300,000,000
                           June 30, 2004                      $1,300,000,000
                           September 30, 2004                 $1,300,000,000
                           December 31, 2004                  $1,300,000,000
                           March 31, 2005 and thereafter      $1,600,000,000"
</TABLE>


               7. Amendment to Section 4.17. Section 4.17 is hereby amended by
replacing the percentage "200%" where it appears therein with the percentage
"250%".

               8. Amendment to Section 5.01. Section 5.01(c) is hereby amended
by deleting the reference therein to "3.03(a), 4.01" and substituting in lieu
thereof a reference to "3.03(a), 3.12(i), 3.13(A), (B) or (E), 4.01".

                                      A-8

<PAGE>

                         Consolidated Adjusted Earnings

                              Excluded Transactions


Conseco, Inc.
Analysis of Special Charges
Four Quarters Ended December 31,
2001
<TABLE>
<CAPTION>

                                          1Q01           2Q01            3Q01            4Q01            2001
                                    --------------------------------------------------------------------------------
<S>                                  <C>             <C>            <C>             <C>             <C>


Employment-Related                     (600,000)     4,968,600      4,745,126       2,350,000       11,463,726
Exit Costs/Restructuring             20,709,158      1,047,338        791,676       3,441,534       25,989,706
Advisory Fees                            86,275      2,044,264      1,512,020         144,034        3,786,593
Legal Fees                            4,382,435      3,100,000            -        26,748,986       34,231,421
Loss on Disposition of Asset          8,624,576      2,400,000            -               -         11,024,576
Outsourcing                                 -        2,454,000      4,372,000       3,798,000       10,624,000
Miscellaneous                           401,045        178,636        124,516      (2,539,550)      (1,835,353)
Amort. of deferred sales                    -              -        3,176,576             -          3,176,576
Valuation Adjustments                 6,000,000            -              -        (2,500,000)       3,500,000
                                    --------------------------------------------------------------------------------
                                    39,603,490      16,192,838     14,721,914      31,443,004      101,961,246

Less Cash Special Charges               46,475      (6,467,182)    (5,852,042)            -        (12,272,749)
Cap on Special Charge Basket               -               -              -       (12,115,401)     (12,115,401)
                                    --------------------------------------------------------------------------------

Sub-total - Accrued Special Charges 39,649,965       9,725,656      8,869,872      19,327,603       77,573,096

Income Taxes on Accrued Special
Charges                            (14,300,000)     (3,403,980)    (3,104,455)     (6,764,661)     (27,573,096)
                                   --------------------------------------------------------------------------------

Total Conseco, Inc. and
Subsidiaries Special Charges After
Tax                                 25,349,965      6,321,676       5,765,417       12,562,942      50,000,000
                                    ================================================================================


</TABLE>

                                      A-9


<PAGE>

                                    Exhibit B

                              Form of Reaffirmation

March ___, 2002

Bank of America, N.A., as Administrative Agent
231 South LaSalle Street
Chicago, Illinois 60697

Attention: ________________

          Re:  First Stage Amendment and Agreement, dated March 20, 2002 (the
               "Agreement"), among Conseco, Inc. ("Conseco"), CDOC, Inc.,
               ("CDOC"), CIHC, Incorporated ("CIHC"), the financial institutions
               party thereto (collectively, the "Banks"), and Bank of America,
               N.A., as Administrative Agent (the "Administrative Agent")


Ladies and Gentlemen:

          Reference is made to the Agreement. Capitalized terms used herein,
unless otherwise defined herein, shall have the meaning assigned thereto in the
Agreement.

          This letter is intended to constitute the reaffirmation (this
"Reaffirmation") of specified documents referenced in the Agreement, and, as
such, is being delivered to satisfy the condition of Section 8.1(e) of the
Agreement, which requires a reaffirmation of the agreements listed on Schedule I
hereto (the "Reaffirmed Agreements") as a condition to the effectiveness of the
Agreement. This letter is for the benefit of the Administrative Agent and the
Banks.

          Each of the parties hereto hereby reaffirm the Reaffirmed Agreements
to which it is a party in each and every respect, including, without limitation,
the validity of any and all of its obligations under each of the Reaffirmed
Agreements including, without limitation, regardless of:

               (a) any defense any borrower has, may have, or may otherwise
          assert with respect to his, her, or its liability for any loans or
          otherwise with respect to any other obligation any such borrower may
          have under the Credit Agreement (relating to refinancing of certain
          loans under that certain Credit Agreement, dated as of August 26,
          1997), as amended, dated as of November 22, 2000, among the persons
          listed on the signature pages thereto, as Borrowers, the Banks and the
          Administrative Agent (the "Credit Agreement"), or any Loan Document
          relating thereto, including, without limitation, any defense asserted
          or that might be asserted by any such borrower as arising from:

                    (i) the execution, delivery and performance or
               non-performance by any party under of the September 22, 2000
               Agreement,

                    (ii) the execution, delivery, and performance or
               non-performance by any party under the Credit Agreement,

<PAGE>


                    (iii) the execution, delivery or non-performance by any
               party under any other Loan Document and/or

                    (iv) any aspect of the Plan, and/or

               (b) any past, present, or future exercise or non-exercise by the
          Administrative Agent of any right, power and/or remedy against any
          borrower under the Credit Agreement (and/ or his, her, or its
          property), any Cash Collateral Deposits (as such term is defined in
          the September 22, 2000 Agreement), or CIHC (and/or its property).

          Furthermore, each of the parties hereto hereby (a) confirms that it
has requested the Administrative Agent and the Banks to enter into the Agreement
and (b) acknowledges that the Administrative Agent and the Banks would not enter
into the Agreement in the absence of its reaffirmation of the Reaffirmed
Agreements and that the Administrative Agent and the Banks are thus relying upon
such reaffirmation.

          Each of the undersigned represents and warrants that he or she has
been properly authorized to execute and deliver this Reaffirmation on behalf of
Conseco, CIHC or CDOC, as applicable.

          Finally, each of the undersigned acknowledge that each of the
Administrative Agent, the Banks, and their respective successors and assigns
shall be entitled to rely upon this Reaffirmation and that this Reaffirmation is
governed by Illinois law.

                               [signatures follow]


                                      B-2
<PAGE>


                                Very truly yours,

                                CONSECO, INC.


                                By:
                                   ---------------------------------------------
                                Name:
                                Title:

                                CIHC, INCORPORATED


                                By:
                                   ---------------------------------------------
                                Name:
                                Title:

                                CDOC, INC.


                                By:
                                   ---------------------------------------------
                                Name:
                                Title:

                                      B-3
<PAGE>


                                   Schedule I

          1. Guaranty, dated November 22, 2000, between Conseco, Inc. as
Guarantor and Bank of America, National Association as Administrative Agent

          2. Guaranty and Subordination Agreement, dated as of November 22,
2000, made by CIHC, Incorporated, as Guarantor and Subordinated Borrower,
Conseco Inc. as Obligor and Subordinated Lender, in favor of Bank of America,
National Association as Administrative Agent

          3. Amended and Restated Cash Collateral Pledge Agreement, dated as of
November 22, 2000, among CDOC, Inc, Bank of America , National Association as
Collateral Agent and Bank of America, National Association as Depositary Bank

                                      B-4


</TEXT>
</DOCUMENT>
