Common use of Amendment to Section 5.01 Clause in Contracts

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". ANNEX II Consolidated Adjusted Earnings Excluded Transactions Conseco, Inc. Analysis of Special Charges Four Quarters Ended December 31, 2001 1Q01 2Q01 3Q01 4Q01 2001 -------------------------------------------------------------------------------- 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 1,562,942 50,000,000 ================================================================================ Exhibit A Form of Reaffirmation March ___, 2002 Bank of America, N.A., as Administrative Agent 231 South LaSalle Street Chicago, Illinois 60697 Attention: ________________ ▇▇: ▇▇▇▇▇ ▇▇▇▇▇▇▇nt to Five Year Credit Agreement, dated March 20, 2002 (the "Amendment"), among Conseco, Inc. ("Conseco"), the financial institutions party thereto (collectively, the "Banks"), Bank of America, N.A., as Agent (the "Agent") and CIHC, Incorporated ("CIHC") Ladies and Gentlemen: Reference is made to the Amendment. Capitalized terms used herein, unless otherwise defined herein, shall have the meaning assigned thereto in the Amendment. This letter is intended to constitute the reaffirmation (this "Reaffirmation") of specified documents referenced in the Amendment, and, as such, is being delivered to satisfy the condition of Section 3.3 of the Amendment, which requires a reaffirmation of the CIHC Guaranty as a condition to the effectiveness of the Amendment. This letter is for the benefit of the Agent and the Banks. CIHC hereby reaffirms the CIHC Guaranty in each and every respect, including, without limitation, the validity of any and all of its obligations under the CIHC Guaranty including, without limitation, regardless of: (a) any defense any Conseco 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 Conseco may have under the Five-Year Credit Agreement, dated as of September 25, 1998, as amended, among Conseco, 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 D&O Facilities, or (ii) the execution, delivery, and performance or non-performance by any party under the Credit Agreement, (b) any past, present, or future exercise or non-exercise by the Agent of any right, power and/or remedy against Conseco 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, CIHC hereby (a) confirms that it has requested the Agent and the Banks to enter into the Amendment and (b) acknowledges that the Agent and the Banks would not enter into the Amendment in the absence of its reaffirmation of the CIHC Guaranty and that the Agent and the Banks are thus relying upon such reaffirmation. The undersigned represents and warrants that he or she has been properly authorized to execute and deliver this Reaffirmation on behalf of CIHC. Finally, the undersigned acknowledge that each of the 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. [signature follows] Very truly yours, CIHC, INCORPORATED By: ------------------------------------- Name: Title: Exhibit B Form of First Stage Amendment and Agreement Re: 199[x] D&O Loans THIS FIRST STAGE AMENDMENT AND AGREEMENT, dated as of March ___, 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").

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". ANNEX II Consolidated Adjusted Earnings Excluded Transactions Conseco, Inc. Analysis of Special Charges Four Quarters Ended December 31, 2001 1Q01 2Q01 3Q01 4Q01 2001 -------------------------------------------------------------------------------- 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 1,562,942 12,562,942 50,000,000 ================================================================================ Exhibit A B Form of Reaffirmation March ___, 2002 Bank of America, N.A., as Administrative Agent 231 South LaSalle Street Chicago, Illinois 60697 Attention: ________________ ▇▇: ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇nt to Five Year Credit and Agreement, dated March 20, 2002 (the "AmendmentAgreement"), 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") and CIHC, Incorporated ("CIHC") Ladies and Gentlemen: Reference is made to the AmendmentAgreement. Capitalized terms used herein, unless otherwise defined herein, shall have the meaning assigned thereto in the AmendmentAgreement. This letter is intended to constitute the reaffirmation (this "Reaffirmation") of specified documents referenced in the AmendmentAgreement, and, as such, is being delivered to satisfy the condition of Section 3.3 8.1(e) of the AmendmentAgreement, which requires a reaffirmation of the CIHC Guaranty agreements listed on Schedule I hereto (the "Reaffirmed Agreements") as a condition to the effectiveness of the AmendmentAgreement. This letter is for the benefit of the Administrative Agent and the Banks. CIHC Each of the parties hereto hereby reaffirms reaffirm the CIHC Guaranty 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 CIHC Guaranty Reaffirmed Agreements including, without limitation, regardless of: (a) any defense any Conseco 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 Conseco any such borrower may have under the Five-Year Credit Agreement (relating to refinancing of certain loans under that certain Credit Agreement, dated as of September 25August 26, 19981997), as amended, dated as of November 22, 2000, among Consecothe 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 D&O FacilitiesSeptember 22, or2000 Agreement, (ii) the execution, delivery, and performance or non-performance by any party under the Credit Agreement, (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 Conseco 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, CIHC each of the parties hereto hereby (a) confirms that it has requested the Administrative Agent and the Banks to enter into the Amendment Agreement and (b) acknowledges that the Administrative Agent and the Banks would not enter into the Amendment Agreement in the absence of its reaffirmation of the CIHC Guaranty Reaffirmed Agreements and that the Administrative Agent and the Banks are thus relying upon such reaffirmation. The Each of the undersigned represents and warrants that he or she has been properly authorized to execute and deliver this Reaffirmation on behalf of CIHCConseco, 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. [signature followssignatures follow] Very truly yours, CONSECO, INC. By: --------------------------------------------- Name: Title: CIHC, INCORPORATED By: ------------------------------------- --------------------------------------------- Name: Title: Exhibit B Form CDOC, INC. By: --------------------------------------------- Name: Title: Schedule I 1. Guaranty, dated November 22, 2000, between Conseco, Inc. as Guarantor and Bank of First Stage Amendment America, National Association as Administrative Agent 2. Guaranty and Agreement Re: 199[x] D&O Loans THIS FIRST STAGE AMENDMENT AND AGREEMENTSubordination Agreement, dated as of March ___November 22, 2002 (this "Agreement")2000, among Conseco, Inc. ("Conseco"), CDOC, Inc. ("CDOC"), made by CIHC, Incorporated ("CIHC")Incorporated, as Guarantor and Subordinated Borrower, Conseco Inc. as Obligor and Subordinated Lender, in favor of Bank of America, N.A., National Association as administrative agent (in such capacity, the "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 (in such capacityand Bank of America, the "Collateral Agent") and National Association as Depositary Bank (in such capacity, the "Depositary Bank"), the various financial institutions parties hereto (each a "Bank" and collectively, the "Banks").

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". ANNEX II Consolidated Adjusted Earnings Excluded Transactions Conseco, Inc. Analysis of Special Charges Four Quarters Ended December 31, 2001 1Q01 2Q01 3Q01 4Q01 2001 -------------------------------------------------------------------------------- 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 1,562,942 12,562,942 50,000,000 ================================================================================ Exhibit A B Form of Reaffirmation March ___, 2002 Bank of America, N.A., as Administrative Agent 231 South LaSalle Street Chicago, Illinois 60697 Attention: ________________ ▇▇: ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇nt to Five Year Credit and Agreement, dated March 20___, 2002 (the "AmendmentAgreement"), 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") and CIHC, Incorporated ("CIHC") Ladies and Gentlemen: Reference is made to the AmendmentAgreement. Capitalized terms used herein, unless otherwise defined herein, shall have the meaning assigned thereto in the AmendmentAgreement. This letter is intended to constitute the reaffirmation (this "Reaffirmation") of specified documents referenced in the AmendmentAgreement, and, as such, is being delivered to satisfy the condition of Section 3.3 8.1(e) of the AmendmentAgreement, which requires a reaffirmation of the CIHC Guaranty agreements listed on Schedule I hereto (the "Reaffirmed Agreements") as a condition to the effectiveness of the AmendmentAgreement. This letter is for the benefit of the Administrative Agent and the Banks. CIHC Each of the parties hereto hereby reaffirms reaffirm the CIHC Guaranty 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 CIHC Guaranty Reaffirmed Agreements including, without limitation, regardless of: (a) any defense any Conseco 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 Conseco any such borrower may have under the Five-Year Credit Agreement (relating to refinancing of certain loans under that certain Credit Agreement, dated as of September 25August 21, 1998), as amended, dated as of November 22, 2000, among Consecothe 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 D&O FacilitiesSeptember 22, or2000 Agreement, (ii) the execution, delivery, and performance or non-performance by any party under the Credit Agreement, (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 Conseco 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, CIHC each of the parties hereto hereby (a) confirms that it has requested the Administrative Agent and the Banks to enter into the Amendment Agreement and (b) acknowledges that the Administrative Agent and the Banks would not enter into the Amendment Agreement in the absence of its reaffirmation of the CIHC Guaranty Reaffirmed Agreements and that the Administrative Agent and the Banks are thus relying upon such reaffirmation. The Each of the undersigned represents and warrants that he or she has been properly authorized to execute and deliver this Reaffirmation on behalf of CIHCConseco, 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. [signature followssignatures follow] Very truly yours, CONSECO, INC. By: -------------------------------------- Name: Title: CIHC, INCORPORATED By: ------------------------------------- -------------------------------------- Name: Title: Exhibit B Form CDOC, INC. By: -------------------------------------- Name: Title: Schedule I 1. Guaranty, dated November 22, 2000, between Conseco, Inc. as Guarantor and Bank of First Stage Amendment America, National Association as Administrative Agent 2. Guaranty and Agreement Re: 199[x] D&O Loans THIS FIRST STAGE AMENDMENT AND AGREEMENTSubordination Agreement, dated as of March ___November 22, 2002 (this "Agreement")2000, among Conseco, Inc. ("Conseco"), CDOC, Inc. ("CDOC"), made by CIHC, Incorporated ("CIHC")Incorporated, as Guarantor and Subordinated Borrower, Conseco Inc. as Obligor and Subordinated Lender, in favor of Bank of America, N.A., National Association as administrative agent (in such capacity, the "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 (in such capacityand Bank of America, the "Collateral Agent") and National Association as Depositary Bank (in such capacity, the "Depositary Bank"), the various financial institutions parties hereto (each a "Bank" and collectively, the "Banks").

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". ANNEX II Consolidated Adjusted Earnings Excluded Transactions Conseco, Inc. Analysis of Special Charges Four Quarters Ended December 31, 2001 1Q01 2Q01 3Q01 4Q01 2001 -------------------------------------------------------------------------------- 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 - 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 1,562,942 12,562,942 50,000,000 ================================================================================ Exhibit A B Form of Reaffirmation March ___, 2002 Bank of America, N.A., as Administrative Agent 231 South LaSalle Street Chicago, Illinois 60697 Attention: ________________ ▇▇: ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇nt to Five Year Credit and Agreement, dated March 20, 2002 (the "AmendmentAgreement"), 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") and CIHC, Incorporated ("CIHC") Ladies and Gentlemen: Reference is made to the AmendmentAgreement. Capitalized terms used herein, unless otherwise defined herein, shall have the meaning assigned thereto in the AmendmentAgreement. This letter is intended to constitute the reaffirmation (this "Reaffirmation") of specified documents referenced in the AmendmentAgreement, and, as such, is being delivered to satisfy the condition of Section 3.3 8.1(e) of the AmendmentAgreement, which requires a reaffirmation of the CIHC Guaranty agreements listed on Schedule I hereto (the "Reaffirmed Agreements") as a condition to the effectiveness of the AmendmentAgreement. This letter is for the benefit of the Administrative Agent and the Banks. CIHC Each of the parties hereto hereby reaffirms reaffirm the CIHC Guaranty 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 CIHC Guaranty Reaffirmed Agreements including, without limitation, regardless of: (a) any defense any Conseco 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 Conseco any such borrower may have under the Five-Year Credit Agreement, dated as of September 25August 21, 1998, among the persons listed on the signature pages thereto, as amended, among ConsecoBorrowers, 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 D&O FacilitiesSeptember 22, or2000 Agreement, (ii) the execution, delivery, and performance or non-performance by any party under the Credit Agreement, (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 Conseco 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, CIHC each of the parties hereto hereby (a) confirms that it has requested the Administrative Agent and the Banks to enter into the Amendment Agreement and (b) acknowledges that the Administrative Agent and the Banks would not enter into the Amendment Agreement in the absence of its reaffirmation of the CIHC Guaranty Reaffirmed Agreements and that the Administrative Agent and the Banks are thus relying upon such reaffirmation. The Each of the undersigned represents and warrants that he or she has been properly authorized to execute and deliver this Reaffirmation on behalf of CIHCConseco, 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. [signature followssignatures follow] Very truly yours, CONSECO, INC. By: /s/ James S. Adams ------------------------------------ Name: James S. Adams Title: Sen▇▇▇ ▇▇▇▇ ▇▇▇▇▇dent, Chief Accounting Officer and Treasurer CIHC, INCORPORATED By: ------------------------------------- /s/ William T. Devanney, Jr. ------------------------------------ Name: TitleWilliam T. Devanney, Jr. ▇▇▇▇▇: Exhibit B Form ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇dent, Corporate Taxes CDOC, INC. By: /s/ William T. Devanney, Jr. ------------------------------------ Name: William T. Devanney, Jr. ▇▇▇▇▇: ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇dent, Corporate Taxes Schedule I 1. Guaranty, dated August 21, 1998, between Conseco, Inc. as Guarantor and Bank of First Stage Amendment America, National Association as Administrative Agent 2. Guaranty and Agreement Re: 199[x] D&O Loans THIS FIRST STAGE AMENDMENT AND AGREEMENTSubordination Agreement, dated as of March ___September 22, 2002 (this "Agreement")2000, among Conseco, Inc. ("Conseco"), CDOC, Inc. ("CDOC"), made by CIHC, Incorporated ("CIHC")Incorporated, as Guarantor and Subordinated Borrower, Conseco Inc. as Obligor and Subordinated Lender, in favor of Bank of America, N.A., National Association as administrative agent (in such capacity, the "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 (in such capacityand Bank of America, the "Collateral Agent") and National Association as Depositary Bank (in such capacity, the "Depositary Bank"), the various financial institutions parties hereto (each a "Bank" and collectively, the "Banks").