Exhibit 10.8
AMENDMENT TO SERVICE AGREEMENT
AMENDMENT TO SERVICE AGREEMENT made as of this 30th day of December
2003 by and between Conseco, Inc., a Delaware corporation, and R. Xxxxx
Xxxxxxxx.
WHEREAS, in the course of the bankruptcy proceedings involving
Conseco's predecessor company, Xx. Xxxxxxxx was identified and selected to serve
as an independent director and the Non-Executive Chairman of the Board of
Directors of Conseco following emergence from bankruptcy.
WHEREAS, the parties entered into an Agreement as of June 18, 2003
(the "Service Agreement"), which set forth the terms under which Xx. Xxxxxxxx is
now serving as a director and Non-Executive Chairman of Conseco. The Service
Agreement also provided that Xx. Xxxxxxxx would provide consulting services to
the predecessor company prior to emergence from bankruptcy.
WHEREAS, the terms of the Service Agreement were designed to ensure
that Xx. Xxxxxxxx would be eligible for independent director status under the
proposed version of the corporate governance rules of the New York Stock
Exchange (the "NYSE") which were publicly available at the time.
WHEREAS, as part of Xx. Xxxxxxxx'x and Conseco's continuing efforts to
adopt best practices in the evolving area of corporate governance, Xx. Xxxxxxxx
desires to amend the Service Agreement by eliminating the compensation payable
to him for services rendered in the pre-emergence period.
WHEREAS, the parties wish to comply with -- and exceed -- the
standards for director independence contained in the final NYSE rules, which
differ from the proposed rules on which the original Service Agreement was
based.
NOW THEREFORE, Xx. Xxxxxxxx irrevocably waives his right to receive
compensation under Paragraph 6 of the Service Agreement with respect to services
rendered by him prior to the predecessor company's emergence from bankruptcy.
Paragraph 6 of the Service Agreement is hereby amended accordingly. The
remainder of the Service Agreement remains in full force and effect.
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IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first written above.
CONSECO, INC.
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: EVP/General Counsel
THE DIRECTOR
/s/ R. Xxxxx Xxxxxxxx
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