-- A 6% Senior Note due 2013 in the principal amount of $125 million, theprincipal of which is payable in five equal annual installments.

-- A contribution of $11 million to the Trust to provide working capitaland to fund future operating expenses of the Trust.

-- Cash and cash equivalents of $39 million, including a ceding commissionof $35.7 million paid by Conseco Life Insurance Company, in connection withthe assignment by Senior Health of its non-long term care business to ConsecoLife Insurance Company.

The transaction was subject to approval by the Pennsylvania InsuranceDepartment, which issued its order approving the transfer of ownership earliertoday.

"The completion of this transfer and the formation of the independenttrust is a balanced solution for all of Conseco's constituents and SeniorHealth's long-term care policyholders," Conseco CEO Jim Prieur said. "Thetrust will operate Senior Health for the exclusive benefit of thepolicyholders, without a profit motive, and will be governed by a highlyqualified board of trustees under the oversight of the Pennsylvania InsuranceDepartment. In addition, we expect that Conseco will benefit from bothreduced earnings volatility and better allocation of management resources onits core businesses going forward."

As previously announced, Conseco expects to record accounting charges ofapproximately $1.1 billion related to the transaction, of which $503.7 millionwas recognized in the second quarter of 2008, $155.0 million was recognized inthe third quarter of 2008, and approximately $400 million is expected to berecognized in the fourth quarter of 2008.

Conseco, Inc.'s insurance companies help protect working American familiesand seniors from financial adversity: Medicare supplement, long-term care,cancer, heart/stroke and accident policies protect people against majorunplanned expenses; annuities and life insurance products help people plan fortheir financial futures. For more information, visit Conseco's web site atwww.conseco.com.

Cautionary Statement Regarding Forward-Looking Statements. Ourstatements, trend analyses and other information contained in these materialsrelative to markets for Conseco's products and trends in Conseco's operationsor financial results, as well as other statements, contain forward-lookingstatements within the meaning of the federal securities laws and the PrivateSecurities Litigation Reform Act of 1995. Forward-looking statementstypically are identified by the use of terms such as "anticipate," "believe,""plan," "estimate," "expect," "project," "intend," "may," "will," "would,""contemplate," "possible," "attempt," "seek," "should," "could," "goal,""target," "on track," "comfortable with," "optimistic" and similar words,although some forward-looking statements are expressed differently. You shouldconsider statements that contain these words carefully because they describeour expectations, plans, strategies and goals and our beliefs concerningfuture business conditions, our results of operations, financial position, andour business outlook or they state other ''forward-looking'' information basedon currently available information. Assumptions and other important factorsthat could cause our actual results to differ materially from thoseanticipated in our forward-looking statements include, among other things:(i) general economic, market and political conditions, including theperformance and fluctuations of the financial markets which may affect ourability to raise capital or refinance our existing indebtedness; (ii) ourability to obtain adequate and timely rate increases on our supplementalhealth products including our long-term care business; (iii) mortality,morbidity, the increased cost and usage of health care services, persistency,the adequacy of our previous reserve estimates and other factors which mayaffect the profitability of our insurance products; (iv) changes in ourassumptions related to the cost of policies produced or the value of policiesinforce at the effective date of our emergence from bankruptcy; (v) therecoverability of our deferred tax asset and the effect of potential tax ratechanges on its value; (vi) changes in accounting principles and theinterpretation thereof; (vii) our ability to achieve anticipated expensereductions and levels of operational efficiencies including improvements inclaims adjudication and continued automation and rationalization of operatingsystems; (viii) performance and valuation of our investments, including theimpact of realized losses (including other-than-temporary impairment charges);(ix) our ability to identify products and markets in which we can competeeffectively against competitors with greater market share, higher ratings,greater financial resources and stronger brand recognition; (x) the ultimateoutcome of lawsuits filed against us and other legal and regulatoryproceedings to which we are subject; (xi) our ability to remediate thematerial weakness in internal controls over the actuarial reporting processthat we identified at year-end 2006 and to maintain effective controls overfinancial reporting; (xii) our ability to continue to recruit and retainproductive agents and distribution partners and customer response to newproducts, distribution channels and marketing initiatives; (xiii) our abilityto achieve eventual upgrades of the financial strength ratings of Conseco andour insurance company subsidiaries as well as the potential impact of ratingdowngrades on our business; (xiv) the risk factors or uncertainties listedfrom time to time in our filings with the Securities and Exchange Commission;(xv) our ability to continue to satisfy the financial ratio and balancerequirements and other covenants of our debt agreements; (xvi) regulatorychanges or actions, including those relating to regulation of the financialaffairs of our insurance companies, such as the payment of dividends to us,regulation of financial services affecting (among other things) bank sales andunderwriting of insurance products, regulation of the sale, underwriting andpricing of products, and health care regulation affecting health insuranceproducts; and (xvii) changes in the Federal income tax laws and regulationswhich may affect or eliminate the relative tax advantages of some of ourproducts. Other factors and assumptions not identified above are alsorelevant to the forward-looking statements, and if they prove incorrect, couldalso cause actual results to differ materially from those projected. Allwritten or oral forward-looking statements attributable to us are expresslyqualified in their entirety by the foregoing cautionary statement. Ourforward-looking statements speak only as of the date made. We assume noobligation to update or to publicly announce the results of any revisions toany of the forward-looking statements to reflect actual results, future eventsor developments, changes in assumptions or changes in other factors affectingthe forward-looking statements.

SOURCE Conseco, Inc.