CONSECO, INC.
2000 NON-EMPLOYEE STOCK PURCHASE PROGRAM WORK-DOWN PLAN
1. Plan Purpose. The purpose of this Plan is to promote the long-term
interests of the Company and its shareholders by providing a means for certain
participants in the Company's Stock Purchase Programs to meet their financial
obligations and to align better their interests with those of the Company and
the shareholders.
2. Definitions. The following definitions are applicable to the Plan:
"Affiliate" means any direct or indirect subsidiary of the Company.
"Banks" means the financial institutions that will make the Program
Loans.
"CIHC" means CIHC, Incorporated, a Delaware corporation.
"Collateral" means any real or personal property reasonably
acceptable to the Committee (other than Program Stock) in which a Participant
hereafter grants a security interest to the Banks or to the Company (as directed
by the Committee) to secure repayment of such Participant's Program Loans or
Interest Loans and for which an appropriate pledge or security agreement has
been delivered to the Banks or the Company, as the case may be. Notwithstanding
the foregoing, no security interest may be granted to the Company in Collateral
which represents "margin stock" securing "purpose credit" in each case as
defined by Regulation U promulgated by the Board of Governors of the Federal
Reserve System, 12 C.F.R. Section 221.1 et seq.
"Collateral Value" means the value that the Committee determines is
the realizable value of the Collateral.
"Committee" means the committee of the Board of Directors of the
Company which is appointed to administer this Plan.
"Commitment Termination Date" means October 31, 2000 unless extended
by the Company with the consent of Bank of America, N.A., as to certain Program
Loans.
"Company" means Conseco, Inc., an Indiana corporation.
"Consultant" means the person or firm appointed by the Committee to
provide financial consulting services to Participants and to advise the
Committee.
"Director" means a member of the Company's Board of Directors.
"Existing Program Loans" mean the loans made by the financial
institutions for whom Bank of America, N.A. or The Chase Manhattan Bank is
acting as agent to a Participant or such Participant's designee under the Stock
Purchase Programs to purchase Program Stock.
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"Guaranty Fee" means the quarterly fee equal to 0.5% of the
principal amount of the Existing Program Loans or the Program Loans, as the case
may be, payable to the Company under the Stock Purchase Programs or this Plan.
"Interest Loans" mean the loans made or to be made by Conseco
Services, LLC, an Affiliate of the Company, to pay interest to, and origination
fees and other charges of, the Banks on the Existing Program Loans and the
Program Loans, as the case may be.
"Maturity Date" means December 31, 2003.
"New Interest Rate" means the variable rate of interest payable from
time to time on the Program Loans.
"Non-Employee" means any Participant who is a Director, was
previously a Director or was previously an employee of the Company or any of its
Affiliates and who is not eligible to participate in the Conseco, Inc. 2000
Employee Stock Purchase Program Work-Down Plan.
"Participant" means a participant in the Stock Purchase Programs
including any "participant designee" of such person as defined in the Stock
Purchase Programs who is eligible to and elects to participate in this Plan.
"Plan" means the Conseco, Inc. 2000 Non-Employee Stock Purchase
Program Work- Down Plan.
"Program Guaranties" has the meaning set forth in Section 6(a).
"Program Loans" mean the new loans to be made by the Banks to
refinance the Existing Program Loans.
"Program Stock" means the shares of common stock of the Company or
other securities acquired by a Participant under the Stock Purchase Programs.
"Stock Purchase Programs" mean the Amended and Restated Director,
Officer and Key Employee Stock Purchase Plan of Conseco, Inc. effective July 30,
1998 and amended and restated November 2, 1999 and the Amended and Restated 1999
Director and Executive Officer Stock Purchase Plan of Conseco, Inc. effective
September 7, 1999 and amended and restated November 2, 1999.
3. Administration. This Plan shall be administered by the Committee,
which shall consist of three or more members of the Board of Directors, none of
whom have any outstanding obligations under the Stock Purchase Programs or the
Existing Program Loans. A majority of the members of the Committee shall
constitute a quorum, and the acts of a majority of the members present at any
meeting at which a quorum is present, or acts approved in writing by all members
of the Committee without a meeting, shall be acts of the Committee. Except as
expressly limited by
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the Plan, the Committee shall have all powers and discretion necessary or
appropriate to administer the Plan and control its operation, including, but not
limited to, the power to interpret the Plan and to adopt rules and procedures
for the administration, interpretation and operation of the Plan. All
determinations and decisions made by the Committee pursuant to the provisions of
the Plan shall be final, conclusive and binding on all persons, and shall be
given the maximum deference permitted by law.
4. Election to Participate. To participate in this Plan, a Participant
must, on or before November 22, 2000:
(a) elect in writing to participate in this Plan, accept the terms
and conditions of this Plan and cooperate fully with the Committee, the
Company, the Consultant and the Banks in connection with the
administration of the Plan and the Program Loans; and
(b) execute all documents reasonably required by the Company, the
Committee and the Banks in connection with the Existing Program Loans,
the Program Loans, the Interest Loans and this Plan, including, but not
limited to, promissory notes, loan agreements, pledge or security
agreements, financing statements, stock powers, releases of liability,
personal financial statements, powers of attorney, and letters of
instruction to brokers, transfer agents and banks.
5. Eligibility Provisions.
(a) Directors may elect to participate in this Plan only if the
following conditions are met: (i) the principal amount of his or her
Existing Program Loans is less than or equal to $300,000 on the date
such election is made; (ii) the aggregate amount of his or her Interest
Loans is less than $300,000 on the date such election is made; and
(iii) the Existing Program Loans and the Interest Loans have been fully
secured by Collateral having a Collateral Value not less than the sum
of the outstanding and unpaid Existing Program Loans and Interest
Loans.
(b) Other Non-Employees, including former Directors, may elect to
participate in this Plan only if the following conditions are met: (i)
subject to Section 7, such Participant must begin paying interest on
his or her Program Loans and Interest Loans on a quarterly basis at the
New Interest Rate; and (ii) subject to Section 7, such Participant must
begin making principal reductions of his or her Program Loans or
providing Collateral as security for the Program Loans no later than
December 15, 2000 in such amounts and forms and on such dates as
established in the sole discretion of the Committee such that it is
reasonably expected that the unsecured balance of his or her Program
Loans as of December 31, 2003 will be less than or equal to $25.00 per
share of Program Stock under each of the Program Loans.
6. Program Loans and Interest Loans.
(a) The Company has arranged for each Participant to obtain a
Program Loan with a maturity equal to the Maturity Date. Each
Participant is responsible for satisfying all
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of the lending requirements specified by the Banks to qualify for the
Program Loans, including all collateral requirements. Each Participant
acknowledges and agrees that he or she is fully obligated to repay to
the Banks all principal, interest, and any prepayment fees on the
Program Loans when due and payable. It is a condition to the Program
Loans that the Company and CIHC guarantee to the Banks repayment of
100% of the principal, interest, prepayment fees and other fees or
obligations of each Participant under the Program Loans (the "Program
Guaranties"). The terms and conditions of the Program Guaranties are as
agreed by the Company, CIHC and the Banks, and such parties may amend,
modify, waive or otherwise change the Program Guaranties as they may
from time to time agree. Each Participant agrees to reimburse and to
cause its Participant Designee (if applicable) to reimburse the Company
and/or CIHC for any and all payments made under either of the Program
Guaranties and all loss, cost and expenses of any kind which the
Company or CIHC may incur in connection therewith or arising
thereunder. The Company may take any action relating to the Participant
and her or his assets, which the Committee deems reasonable and
necessary (including but not limited to offsetting amounts owed to the
Company or CIHC against wages, fees or other amounts owed to the
Participant from the Company or its Affiliates) to obtain full
reimbursement for amounts the Company or CIHC pays to the Banks under
either of the Program Guaranties. Each Participant agrees that the
principal amount of its Interest Loans will be increased by (i) one
percent (1%) of such Participant's Existing Program Loans reflecting
the origination fee paid by the Company to the Banks as of September
22, 2000 and (ii) an amount payable to Conseco, equal to 1.625% per
annum from September 22, 2000 through and until the Commitment
Termination Date on such Participant's Existing Program Loans that were
scheduled to mature August 26, 2001.
(b) Participants shall not be required to pay the Guaranty Fee
except as provided in Section 10.
(c) The Program Loans shall be paid in full prior to any payment by
the Participants to the Company on the Interest Loans. Any cash
dividends paid on the Program Stock shall be paid to the Banks on the
Program Loans. If the Company or any Affiliate receives any payment
from a Participant relating to the Interest Loans while such
Participant's Program Loans are still outstanding, the Company shall
turn over and pay (or cause any Affiliate to turnover and pay) the
appropriate amount to the Banks to be applied to the Program Loans
designated by such Participant at the time of payment and, in the
absence of such designation, pro rata to all Program Loans of such
Participant.
7. Modification of Obligations. If a Participant does not believe he or
she is able to make the interest payments or principal reduction or provide the
Collateral provided for in Section 5(b), such Participant shall accept the
assistance of, and cooperate fully with, the Consultant. The Consultant shall
report to the Committee what it believes the form, amount(s) and due date(s) of
such Participant's obligations should be. The Committee shall ultimately
determine the form, amount(s) and due date(s) of such obligations. If a
Participant fails to comply with the Committee's final decision, the Company may
take the actions provided in Section 10.
8. Provisions Regarding Consultant.
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(a) The Company will appoint and pay all expenses of the Consultant.
The Consultant will be instructed to maintain the confidentiality of
all information provided to it by Participants, except that the
Consultant shall report to the Committee what it believes the form,
amount(s) and due date(s) of the Participant's obligations should be.
Each Participant who is required to consult with the Consultant agrees
to use his or her best efforts to provide the Consultant with all
information that the Consultant may request as soon as reasonably
practicable.
(b) All Participants will have the right to obtain financial
counseling services from the Consultant on any matters relating to
their obligations under the Stock Purchase Programs and this Plan.
9. Right to Sell Program Stock. All Participants shall retain the right
to repay all or any part of their Program Loans and Interest Loans at any time
or to sell all or any part of their Program Stock, subject to the terms and
conditions of any agreements between the Participants and the Banks respecting
the Program Loans and the Program Stock.
10. Failure to Comply. The Committee may declare any Participant who
fails to fulfill any of his or her obligations under this Plan ineligible to
further participate in the Plan, in which event the Company may cease advancing
interest on the Program Loans and Interest Loans for the benefit of such
Participant (if the Company is then doing so), declare his or her Interest Loans
immediately due and payable (in which event such Interest Loans shall be
immediately due and payable), require such Participant to begin paying the
Guaranty Fee and take any other action it deems appropriate.
11. Participant Rights Limited. Neither participation in the Plan nor
any action taken pursuant to the Plan shall be construed as giving any person
any right to be retained in the employ or service of the Company or any
Affiliate.
12. Amendment and Modification of Plan. The Company may, at any time,
amend or modify this Plan except that no such amendment or modification may
accelerate the Maturity Date.
13. Governing Law. This Plan shall be construed in accordance with and
governed by the laws of the State of Indiana.
14. Successors and Assigns. This Plan shall be binding upon and inure
to the benefit of the successors, assigns and heirs of the Participants, the
Company and CIHC. In no event may any Participant assign any of its rights or
obligations under the Plan without the prior consent of the Company.
15. Entire Agreement. This Plan and the Stock Purchase Programs
constitute the entire agreement between the Company and the Participants and
supersede and cancel any and all prior discussions, negotiations, undertakings
or other understandings between them relating to the subject matter hereof.
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16. Adjustments Upon Changes in Capitalization. In the event of any
change in the outstanding shares of common stock of the Company by reason of any
reorganization, recapitalization, stock split, stock dividend, combination or
exchange of shares, merger, consolidation or any change in the corporate
structure of the Company, the maximum unsecured balance of the Participant's
Program Loans on December 31, 2003 as described in Section 5(b), shall be
proportionately adjusted by the Committee and the Committee's determination
shall be conclusive.