UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549

FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of
the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 9, 2002
CONSECO, INC.
 (Exact name of registrant as specified in its charter)

   Indiana                                  1-9250               35-1468632
----------------------                   ----------------     --------------
(State or other                          (Commission          (I.R.S. Employer
jurisdiction of                          File Number)        Identification No.)
organization)

11825 North Pennsylvania Street
        Carmel, Indiana                                             46032
--------------------------------------                            ----------
(Address of principal executive offices)                          (Zip Code)	

(317) 817-6100
 (Registrant's telephone number, including area code)
Not Applicable
(Former name or former address,
if changed since last report.)

Item 5. Other Events
Attached as Exhibit 99.1 is a copy of a press release dated September 9, 2002.
Item 7(c). Exhibits.
99.1 Press release of Conseco, Inc. issued September 9, 2002.
99.2 Waiver No. 2 (TO 1997 D&O LOANS), dated as of September 8, 2002, to the Guaranty dated as of November 22, 2000 between Conseco, Inc., an Indiana corporation, and Bank of America, N.A., as Administrative Agent, and to the Agreement, dated as of September 22, 2000, Re 1997 D&O Loans among Conseco, various financial institutions signatory thereto, and the Agent, entered into in connection with the Credit Agreement dated as of November 22, 2000 among the borrowers party thereto, the various financial institutions signatory thereto and the Agent relating to the refinancing of certain loans under an Amended and Restated Credit Agreement dated as of August 26, 1997 among the Borrowers, certain other borrowers, the Banks and the Agent.
99.3 Waiver No. 2 (TO 1998 D&O LOANS), dated as of September 8, 2002, to the Guaranty dated as of November 22, 2000 between Conseco, Inc., an Indiana corporation, and Bank of America, N.A., as Administrative Agent, and to the Agreement, dated as of September 22, 2000, Re 1998 D&O Loans among Conseco, various financial institutions signatory thereto, and the Agent, entered into in connection with the Credit Agreement dated as of November 22, 2000 among the borrowers party thereto, the various financial institutions signatory thereto and the Agent relating to the refinancing of certain loans under an Amended and Restated Credit Agreement dated as of August 21, 1998 among the Borrowers, certain other borrowers, the Banks and the Agent.
99.4 Waiver No. 2 (TO 1998 NON-REFINANCED D&O LOANS), dated as of September 8, 2002, to the Guaranty dated as of August 21, 1998 between Conseco, Inc., an Indiana corporation, and Bank of America, N.A., as Administrative Agent, and to the Agreement, dated as of September 22, 2000, Re 1998 D&O Loans among Conseco, various financial institutions signatory thereto, and the Agent, entered into in connection with the Credit Agreement dated as of August 21, 1998 among the borrowers party thereto, the various financial institutions signatory thereto and the Agent.
99.5 Waiver No. 2 (TO 1999 D&O LOANS), dated as of September 8, 2002, to the Guaranty dated as of November 22, 2000 between Conseco, Inc., an Indiana corporation, and JPMorgan Chase Bank, as Administrative Agent, and to the Agreement, dated as of September 22, 2000, Re 1999 D&O Loans among Conseco, various financial institutions signatory thereto, and the Agent, entered into in connection with the Credit Agreement dated as of November 22, 2000 among the borrowers party thereto, the various financial institutions signatory thereto and the Agent relating to the refinancing of certain loans under a Termination and Replacement Agreement dated as of May 30, 2000 among the Borrowers, the Banks and the Agent.
99.6 Waiver No. 2 (TO $1,500,000,000 FIVE-YEAR CREDIT AGREEMENT), dated
as of September 8, 2002, to the $1,500,000,000 Five-Year Credit Agreement dated as of September 25, 1998 among Conseco, Inc., an Indiana corporation, the various financial institutions signatory thereto and Bank of America, N.A., individually and as agent for the Banks.

Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
CONSECO, INC.
September 11, 2002

By:  /s/ William J. Shea
     ------------------------
     William J. Shea
       Chief Operating Officer and
       Acting Chief Financial Officer	

Exhibit 99.1 News
For Release Immediate
Contacts (News Media) Mark Lubbers, EVP, Corporate Affairs 317.817.4418 (Investors) Tammy Hill, SVP, Investor Relations 317.817.2893
Conseco, Inc. Obtains Temporary Bank Waivers; Continues Discussions with Debt Holders On Parent Company Restructuring
Indianapolis, Ind.: Sept. 9, 2002 -- Conseco, Inc. (OTCBB:CNCE) announced today that it has obtained a temporary waiver from its senior lenders of certain cross-default provisions under the Company's credit agreement, and has received an extension of the temporary waiver previously granted by its senior lenders with respect to the Company's non-compliance with its debt to capitalization ratio covenant as of June 30, 2002, as well as a limited waiver of potential non-compliance as of September 30, 2002. The Company also said that it has obtained temporary waivers of certain cross-default provisions and covenant defaults from the lenders under the D&O loans with respect to the Company's guarantees of these loans. All of these waivers are scheduled to expire on October 17, 2002, are subject to various conditions and may be revoked at any time by a majority in interest of the lenders (on a facility by facility basis).
In addition, the Company announced that its finance subsidiary has obtained a temporary waiver of a cross default provision from the one lender whose financing agreement contains a cross default to events of default under the Company's bond debt. The Company's finance and insurance subsidiaries are not borrowers under the Company's senior credit agreement or indentures, and the Company's insurance subsidiaries are not party to any indebtedness that would be subject to any cross-default provisions with respect to defaults under the Company's debt.
On August 9, Conseco, Inc. announced that it would exercise the 30-day grace periods on its upcoming bond interest payments, the first of which was due that day, and would commence restructuring discussions with its debt holders. The first of the grace periods expired on September 8, and the Company's failure to make the interest payments on or prior to that date put Conseco, Inc. in default with its bondholders and the holders of its trust preferred securities. Although the Company and its finance subsidiary have obtained waivers of certain cross-default provisions triggered by the failure to make those payments, the Company is not seeking any waivers of the interest payment default from the holders of its bonds or trust preferred securities.
- more -

Conseco (2) Sept. 9, 2002
On August 20, Conseco announced the formation of an ad hoc bondholders committee to negotiate with the Company with respect to a restructuring of the capital structure of the holding companies. The Company said today that it is continuing discussions with its debt holders, and reaffirmed that its goal continues to be to achieve a consensual restructuring.
- # # # # -
Note on forward-looking statements: All statements, trend analyses and other information contained in this report and elsewhere (such as in filings by Conseco with the Securities and Exchange Commission, press releases, presentations by Conseco or its management or oral statements) relative to markets for Conseco's products and trends in Conseco's operations or financial results, as well as other statements including words such as "anticipate," "believe," "plan," "estimate," "expect," "project," "intend," "may," "will," "would," "contemplate," "possible," "attempts," "seeks," "should," "could," "goal," "target," "on track," "comfortable with," "optimistic" and other similar expressions, constitute forward-looking statements under the Private Securities Litigation Reform Act of 1995. Forward-looking statements are subject to known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to be materially different from the future results, performance or achievements expressed or implied by the forward-looking statements. Assumptions and other important factors that could cause our actual results to differ materially from those anticipated in our forward-looking statements include, among other things: (i) general economic conditions and other factors, including prevailing interest rate levels, stock and credit market performance and health care inflation, which may affect (among other things) Conseco's ability to sell its products, its ability to make loans and access capital resources and the costs associated therewith, the market value of Conseco's investments, the lapse rate and profitability of policies, and the level of defaults and prepayments of loans made by Conseco; (ii) Conseco's ability to achieve anticipated synergies and levels of operational efficiencies, including from our process excellence initiatives; (iii) customer response to new products, distribution channels and marketing initiatives; (iv) mortality, morbidity, usage of health care services and other factors which may affect the profitability of Conseco's insurance products; (v) performance of our investments; (vi) changes in the Federal income tax laws and regulations which may affect the relative tax advantages of some of Conseco's products; (vii) increasing competition in the sale of insurance and annuities and in the finance business; (viii) regulatory changes or actions, including those relating to regulation of financial services affecting (among other things) bank sales and underwriting of insurance products, regulation of the sale, underwriting and pricing of products, and health care regulation affecting health insurance products; (ix) the outcome of Conseco's efforts to sell assets and reduce, refinance or modify indebtedness and the availability and cost of capital in connection with this process; (x) actions by rating agencies and the effects of past or future actions by these agencies on Conseco's business; (xi) the ultimate outcome of lawsuits filed against Conseco; and (xii) the risk factors or uncertainties listed from time to time in Conseco's filings with the Securities and Exchange Commission. Other factors and assumptions not identified above are also relevant to the forward-looking statements, and if they prove incorrect, could also cause actual results to differ materially from those projected.

Exhibit 99.2
WAIVER NO. 2 TO
(1997 D&O LOANS)
WAIVER NO. 2, dated as of September 8, 2002 (this "Waiver"), to the Guaranty dated as of November 22, 2000 (as heretofore amended, the "Conseco Guaranty") between Conseco, Inc., an Indiana corporation ("Conseco"), and Bank of America, N.A., as Administrative Agent (the "Agent"), and to the Agreement, dated as of September 22, 2000, Re 1997 D&O Loans (the "Agreement") among Conseco, various financial institutions signatory thereto, and the Agent, entered into in connection with the Credit Agreement dated as of November 22, 2000 (as heretofore amended, the "Credit Agreement") among the borrowers party thereto (the "Borrowers"), the various financial institutions signatory thereto (the "Banks") and the Agent relating to the refinancing of certain loans under an Amended and Restated Credit Agreement dated as of August 26, 1997 among the Borrowers, certain other borrowers, the Banks and the Agent.
W I T N E S S E T H :
WHEREAS, Conseco has asked the Agent and the Banks, and the Agent and the Banks party hereto are willing, on the terms and conditions set forth below and for a limited period only, to waive compliance with certain provisions of, and to waive certain defaults under, the Conseco Guaranty and the Agreement;
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1 . Defined Terms; References. Unless otherwise specifically defined herein, each term used herein which is defined in the Conseco Guaranty has the meaning assigned to such term in the Conseco Guaranty (including by reference to the Credit Agreement).
SECTION 2 . Waivers. (a) Debt to Total Capitalization Ratio. The Agent and the Banks party hereto hereby agree to waive compliance by Conseco, on an interim basis until Waiver Termination (as defined below) only, with the requirements set forth in Section 4.13 of the Appendix (incorporated by reference into the Conseco Guaranty and into the Agreement) that the Debt to Total Capitalization Ratio (i) as of June 30, 2002 not be greater than 0.400:1.0 and (ii) as of September 30, 2002 not be greater than 0.375:1.0, and waive any default that may have occurred or may occur solely as a result of such noncompliance.
(b) Cross-Default. The Agent and the Banks party hereto hereby agree to waive, on an interim basis until Waiver Termination only, any default that may occur pursuant to Section 5.01(e) of the Appendix (incorporated by reference into
1

the Conseco Guaranty and into the Agreement) solely as a result of the failure by Conseco or CIHC (as guarantor of Conseco's obligations with respect to the New Notes (as defined in Schedule I)) to make the interest payment in respect of any Indebtedness set forth on Schedule I hereto on the payment date set forth with respect to such Indebtedness on such Schedule or within any applicable grace or notice period (and any cross-default under any other Indebtedness solely as a result of such failure).
(c) Period of Effectiveness. Each of the foregoing waivers shall be effective solely during the period commencing on the effectiveness of such waiver, determined in accordance with Section 7 hereto, and ending at Waiver Termination, at which time the foregoing waivers shall terminate and be of no further force or effect. "Waiver Termination" means the earliest to occur of:
(i) 12:01 A.M. (New York time) on October 17, 2002;
(ii) the commencement by any holder of Indebtedness or other obligations (including, without limitation, any Indebtedness or other obligations pursuant to any agreement or instrument listed on Schedule I, II or III hereto or any guaranty thereof) of Conseco, any of its Subsidiaries or any special purpose entity established in connection with the transactions contemplated by any of the agreements referred to in Schedule II hereto (each, an "SPE") (or any indenture trustee or agent therefor) of the exercise of any remedy (including, without limitation, acceleration or the making of a demand under any guaranty entered into in connection therewith) or the taking of any other action in furtherance of collection or enforcement of any claim or Lien against Conseco, any of its Subsidiaries or any SPE or any of their respective assets; provided that, (A) solely in the case of agreements or instruments listed in Schedule II, the foregoing shall result in Waiver Termination only if Conseco fails to receive by the close of business on the second Business Day after occurrence of such event a written notification from the Required Banks stating that the waivers granted in this Section 2 will not terminate as a result of such event and (B) in the case of Indebtedness or other obligations arising under agreements or instruments not listed on Schedule I, II or III hereto, the foregoing shall result in Waiver Termination only if the aggregate principal amount of Indebtedness or other obligations outstanding under such agreements or instruments (including committed or available amounts thereunder) exceeds $10,000,000;
(iii) the making by Conseco or any of its Subsidiaries (other than Conseco Finance or any of its Subsidiaries), directly or indirectly, of any Investment in Conseco Finance or any of its Subsidiaries after the date hereof (other than Investments in an aggregate amount not exceeding $6,000,000 in respect of products and services provided in the ordinary course of business and consistent with past practices), unless, at least five Business Days prior to making such Investment, Conseco shall have delivered written notification thereof to the
2

Agent setting forth the name of the entity making such Investment, the date on which such Investment is to be made, the amount and form of such Investment and, in reasonable detail, the reasons for making such Investment; and
(iv) receipt by Conseco of a written notice from the Required Banks advising Conseco that they have determined (in their sole discretion) to terminate the waivers granted in this Section 2.
(d) Limited Effect. Except as provided in subsections (a) and (b) above, this Section 2 shall not operate as a waiver of any right, remedy, power or privilege of the Banks under the Conseco Guaranty or the Agreement or of any other term or condition of the Conseco Guaranty or the Agreement. Without limiting the generality of the foregoing, upon Waiver Termination, the Banks or the Agent may proceed to exercise any and all of their respective rights and remedies, including, without limitation, their rights and remedies in connection with any default referred to in this Section 2.
SECTION 3 . Waiver Consideration. Conseco and CIHC each acknowledges and agrees that, if the waivers requested hereunder were not granted, the Agent would be entitled to make a demand under Section 3.2 of the Credit Agreement upon each Borrower (which demand, if made, would result in interest accruing on Loans outstanding under the Credit Agreement at the default interest rate from time to time in effect as determined pursuant to Section 3.2 of the Credit Agreement (the "Default Rate")). As consideration for the waivers granted hereunder and in light of the right of the Agent to make such demand in the absence of such waivers, Conseco and CIHC agree jointly and severally to pay, and shall pay, to the Agent, for the pro rata benefit of the Banks, in immediately available funds, on the next Interest Payment Date and, thereafter, on the last Business Day of each calendar month (commencing November 2002) (each such date, a "Payment Date"), an amount (the "Waiver Consideration") equal to the difference between (i) the amount of interest that would have accrued on the Loans outstanding under the Credit Agreement during the period commencing (x) in the case of the first such payment, on the date hereof and (y) in the case of all subsequent payments, on the previous Payment Date, and in each case ending on the next Payment Date, if such interest was accruing at and was calculated at the Default Rate and (ii) the amount of interest actually accrued on the Loans outstanding under the Credit Agreement during the period set forth in clause
(i). Any amount of the Waiver Consideration not paid when due shall accrue interest, which interest shall compound on each Payment Date, until paid at the Default Rate (computed for the actual number of days elapsed on the basis of a 360-day year). Conseco and CIHC each agrees that (i) nothing contained herein shall limit the right, if any, of the Agent or the Banks to make a demand upon or exercise other remedies against any Borrower under Section 3.2 of the Credit Agreement or otherwise and (ii) Conseco's and CIHC's obligations under this
Section 3 do not in any way limit their obligations under the Conseco
3

Guaranty or the CIHC Guaranty, as applicable, and shall survive the termination of this Waiver.
SECTION 4 . Representations Correct; No Default. Conseco represents and warrants that, except as expressly waived hereby, on and as of the date hereof
(i) the representations and warranties contained in the Conseco Guaranty are true as though made on and as of the date hereof (except to the extent a representation or warranty references a specific date, in which case, such representation or warranty is true as of such date) and (ii) no default has occurred and is continuing.
SECTION 5 . Governing Law. This Waiver shall be governed by and construed in accordance with the laws of Illinois.
SECTION 6 . Counterparts. This Waiver may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.
SECTION 7 . Effectiveness. This Waiver shall become effective (and shall be binding on all Banks) (i) as of the date hereof with respect to the waivers provided in Sections 2(a)(ii) and 2(b) hereof and (ii) as of June 30, 2002 with respect to the waiver provided in Section 2(a)(i) hereof, in each case when the following conditions are satisfied:
(i) the Agent shall have received from each of Conseco, CIHC and the Required Banks a counterpart hereof signed by such party or facsimile or other written confirmation (in form satisfactory to the Agent) that such party has signed a counterpart hereof; and
(ii) the requisite lenders under each of (a) the Agreement dated September 22, 2000, Re: 1998 D&O Loans, (b) the Agreement dated September 22, 2000, Re:
1999 D&O Loans, and (c) the Revolving Credit Agreement, shall have granted waivers thereunder on terms substantially similar to those contained herein.
4

IN WITNESS WHEREOF, the parties hereto have caused this Waiver to be duly executed as of the date first above written.
CONSECO, INC.

By:/s/ David K. Herzog
   ---------------------------------------
   Name:  David K. Herzog
   Title: Executive Vice President,
          General Counsel and Secretary	

5

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

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

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

Title:

WACHOVIA BANK, NATIONAL
ASSOCIATION
By:

Name:

Title:

FLEET NATIONAL BANK

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

SUN TRUST BANK
By:

Name:

Title:

GENERAL ELECTRIC CAPITAL
CORPORATION

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

Acknowledged and agreed by:
CIHC, INCORPORATED

By: /s/ Gary C. Wendt
   -----------------------
   Name:  Gary C. Wendt
   Title: Chief Executive Officer	

SCHEDULE I

                                  Indebtedness
------------------------------------------------------------------------------------- -------------------------------
Indenture                                                                             Interest Payment Date
------------------------------------------------------------------------------------- -------------------------------
------------------------------------------------------------------------------------- -------------------------------
"Old" 8.75% Senior Notes due February 2004 issued pursuant to the Senior Indenture    August 9, 2002
dated November 13, 1997
------------------------------------------------------------------------------------- -------------------------------
------------------------------------------------------------------------------------- -------------------------------
"New" 8.75% Guaranteed Senior Notes due August 2006 issued pursuant to the First      August 9, 2002
Senior Indenture dated April 24, 2002 (the "New 8.75% Notes")
------------------------------------------------------------------------------------- -------------------------------
------------------------------------------------------------------------------------- -------------------------------
"Old" 6.4% Senior Notes due February 2003 issued pursuant to the Senior Indenture     August 12, 2002
dated November 13, 1997
------------------------------------------------------------------------------------- -------------------------------
------------------------------------------------------------------------------------- -------------------------------
"New" 6.4% Guaranteed Senior Notes due February 2004 issued pursuant to the First     August 12, 2002
Senior Indenture dated April 24, 2002 (the "New 6.4% Notes", and together with
the New 8.75% Notes, the "New Notes")
------------------------------------------------------------------------------------- -------------------------------
------------------------------------------------------------------------------------- -------------------------------
8.125% Senior Notes due February 2003 issued pursuant to the Senior Indenture dated   August 15, 2002
February 18, 1993
------------------------------------------------------------------------------------- -------------------------------
------------------------------------------------------------------------------------- -------------------------------
6.75% FELINE PRIDES due February 2003                                                 August 16, 2002
------------------------------------------------------------------------------------- -------------------------------	

SCHEDULE II
CFC Facilities
1. Third Amended and Restated Master Repurchase Agreement between Merrill Lynch Mortgage Capital Inc. and Green Tree Finance Corp. - Three dated April 5, 2001, and related documents entered into in connection therewith.
2. Second Amended and Restated Master Repurchase Agreement between Lehman Commercial Paper Inc. and Green Tree Finance Corp. - Five dated January 30, 2002, and related documents entered into in connection therewith.
3. Asset Assignment Agreement by and between Lehman Commercial Paper Inc. and Green Tree Residual Finance Corp. I dated February 13, 1998, and related documents entered into in connection therewith.
4. Master Repurchase Agreement between Green Tree Residual Finance Corp I and Lehman Brothers Inc., and related documents entered into in connection therewith.
5. Master Repurchase Agreement between Credit Suisse First Boston Mortgage Capital LLC and Green Tree Financial Corp. dated March 26, 1999, and related documents entered into in connection therewith.
6. Master Repurchase Agreement between Deutsche Banc Sharps Pixley Inc., Aspen Funding Corp. and Conseco Financing SP Corp. - Seven dated May 4, 2001, and related documents entered into in connection therewith.
7. Credit Agreement between Conseco Finance Corp. and U.S. Bank National Association dated as of December 27, 2000, and related documents entered into in connection therewith.

SCHEDULE III
Indebtedness (with cross-defaults)
1. 10.5% Senior Notes due December 2004 issued pursuant to the First Supplemental Indenture dated August 31, 1995 (to the Indenture dated December 15, 1994).
2. "Old" 10.75% Senior Notes due June 2008 issued pursuant to the First Senior Supplemental Indenture dated June 29, 2001 (to the Senior Indenture dated November 13, 1997).
3. "New" 10.75% Guaranteed Notes due June 2009 issued pursuant to the First Senior Supplemental Indenture dated April 24, 2002 (to the Second Senior Indenture dated April 24, 2002).

Exhibit 99.3
WAIVER NO. 2 TO
(1998 D&O LOANS)
WAIVER NO. 2, dated as of September 8, 2002 (this "Waiver"), to the Guaranty dated as of November 22, 2000 (as heretofore amended, the "Conseco Guaranty") between Conseco, Inc., an Indiana corporation ("Conseco"), and Bank of America, N.A., as Administrative Agent (the "Agent"), and to the Agreement, dated as of September 22, 2000, Re 1998 D&O Loans (the "Agreement") among Conseco, various financial institutions signatory thereto, and the Agent, entered into in connection with the Credit Agreement dated as of November 22, 2000 (as heretofore amended, the "Credit Agreement") among the borrowers party thereto (the "Borrowers"), the various financial institutions signatory thereto (the "Banks") and the Agent relating to the refinancing of certain loans under a Credit Agreement dated as of August 21, 1998 among the Borrowers, certain other borrowers, the Banks and the Agent.
W I T N E S S E T H :
WHEREAS, Conseco has asked the Agent and the Banks, and the Agent and the Banks party hereto are willing, on the terms and conditions set forth below and for a limited period only, to waive compliance with certain provisions of, and to waive certain defaults under, the Conseco Guaranty and the Agreement;
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1 . Defined Terms; References. Unless otherwise specifically defined herein, each term used herein which is defined in the Conseco Guaranty has the meaning assigned to such term in the Conseco Guaranty (including by reference to the Credit Agreement).
SECTION 2 . Waivers. (a) Debt to Total Capitalization Ratio. The Agent and the Banks party hereto hereby agree to waive compliance by Conseco, on an interim basis until Waiver Termination (as defined below) only, with the requirements set forth in Section 4.13 of the Appendix (incorporated by reference into the Conseco Guaranty and into the Agreement) that the Debt to Total Capitalization Ratio (i) as of June 30, 2002 not be greater than 0.400:1.0 and (ii) as of September 30, 2002 not be greater than 0.375:1.0, and waive any default that may have occurred or may occur solely as a result of such noncompliance.
(b) Cross-Default. The Agent and the Banks party hereto hereby agree to waive, on an interim basis until Waiver Termination only, any default that may occur pursuant to Section 5.01(e) of the Appendix (incorporated by reference into the Conseco Guaranty and into the Agreement) solely as a result of the failure by
1

Conseco or CIHC (as guarantor of Conseco's obligations with respect to the New Notes (as defined in Schedule I)) to make the interest payment in respect of any Indebtedness set forth on Schedule I hereto on the payment date set forth with respect to such Indebtedness on such Schedule or within any applicable grace or notice period (and any cross-default under any other Indebtedness solely as a result of such failure).
(c) Period of Effectiveness. Each of the foregoing waivers shall be effective solely during the period commencing on the effectiveness of such waiver, determined in accordance with Section 7 hereto, and ending at Waiver Termination, at which time the foregoing waivers shall terminate and be of no further force or effect. "Waiver Termination" means the earliest to occur of:
(i) 12:01 A.M. (New York time) on October 17, 2002;
(ii) the commencement by any holder of Indebtedness or other obligations (including, without limitation, any Indebtedness or other obligations pursuant to any agreement or instrument listed on Schedule I, II or III hereto or any guaranty thereof) of Conseco, any of its Subsidiaries or any special purpose entity established in connection with the transactions contemplated by any of the agreements referred to in Schedule II hereto (each, an "SPE") (or any indenture trustee or agent therefor) of the exercise of any remedy (including, without limitation, acceleration or the making of a demand under any guaranty entered into in connection therewith) or the taking of any other action in furtherance of collection or enforcement of any claim or Lien against Conseco, any of its Subsidiaries or any SPE or any of their respective assets; provided that, (A) solely in the case of agreements or instruments listed in Schedule II, the foregoing shall result in Waiver Termination only if Conseco fails to receive by the close of business on the second Business Day after occurrence of such event a written notification from the Required Banks stating that the waivers granted in this Section 2 will not terminate as a result of such event and (B) in the case of Indebtedness or other obligations arising under agreements or instruments not listed on Schedule I, II or III hereto, the foregoing shall result in Waiver Termination only if the aggregate principal amount of Indebtedness or other obligations outstanding under such agreements or instruments (including committed or available amounts thereunder) exceeds $10,000,000;
(iii) the making by Conseco or any of its Subsidiaries (other than Conseco Finance or any of its Subsidiaries), directly or indirectly, of any Investment in Conseco Finance or any of its Subsidiaries after the date hereof (other than Investments in an aggregate amount not exceeding $6,000,000 in respect of products and services provided in the ordinary course of business and consistent with past practices), unless, at least five Business Days prior to making such Investment, Conseco shall have delivered written notification thereof to the Agent setting forth the name of the entity making such Investment, the date on
2

which such Investment is to be made, the amount and form of such Investment and, in reasonable detail, the reasons for making such Investment; and
(iv) receipt by Conseco of a written notice from the Required Banks advising Conseco that they have determined (in their sole discretion) to terminate the waivers granted in this Section 2.
(d) Limited Effect. Except as provided in subsections (a) and (b) above, this Section 2 shall not operate as a waiver of any right, remedy, power or privilege of the Banks under the Conseco Guaranty or the Agreement or of any other term or condition of the Conseco Guaranty or the Agreement. Without limiting the generality of the foregoing, upon Waiver Termination, the Banks or the Agent may proceed to exercise any and all of their respective rights and remedies, including, without limitation, their rights and remedies in connection with any default referred to in this Section 2.
SECTION 3 . Waiver Consideration. Conseco and CIHC each acknowledges and agrees that, if the waivers requested hereunder were not granted, the Agent would be entitled to make a demand under Section 3.2 of the Credit Agreement upon each Borrower (which demand, if made, would result in interest accruing on Loans outstanding under the Credit Agreement at the default interest rate from time to time in effect as determined pursuant to Section 3.2 of the Credit Agreement (the "Default Rate")). As consideration for the waivers granted hereunder and in light of the right of the Agent to make such demand in the absence of such waivers, Conseco and CIHC agree jointly and severally to pay, and shall pay, to the Agent, for the pro rata benefit of the Banks, in immediately available funds, on the next Interest Payment Date and, thereafter, on the last Business Day of each calendar month (commencing November 2002) (each such date, a "Payment Date"), an amount (the "Waiver Consideration") equal to the difference between (i) the amount of interest that would have accrued on the Loans outstanding under the Credit Agreement during the period commencing (x) in the case of the first such payment, on the date hereof and (y) in the case of all subsequent payments, on the previous Payment Date, and in each case ending on the next Payment Date, if such interest was accruing at and was calculated at the Default Rate and (ii) the amount of interest actually accrued on the Loans outstanding under the Credit Agreement during the period set forth in clause
(i). Any amount of the Waiver Consideration not paid when due shall accrue interest, which interest shall compound on each Payment Date, until paid at the Default Rate (computed for the actual number of days elapsed on the basis of a 360-day year). Conseco and CIHC each agrees that (i) nothing contained herein shall limit the right, if any, of the Agent or the Banks to make a demand upon or exercise other remedies against any Borrower under Section 3.2 of the Credit Agreement or otherwise and (ii) Conseco's and CIHC's obligations under this
Section 3 do not in any way limit their obligations under the Conseco
3

Guaranty or the CIHC Guaranty, as applicable, and shall survive the termination of this Waiver.
SECTION 4 . Representations Correct; No Default. Conseco represents and warrants that, except as expressly waived hereby, on and as of the date hereof
(i) the representations and warranties contained in the Conseco Guaranty are true as though made on and as of the date hereof (except to the extent a representation or warranty references a specific date, in which case, such representation or warranty is true as of such date) and (ii) no default has occurred and is continuing.
SECTION 5 . Governing Law. This Waiver shall be governed by and construed in accordance with the laws of Illinois.
SECTION 6 . Counterparts. This Waiver may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.
SECTION 7 . Effectiveness. This Waiver shall become effective (and shall be binding on all Banks) (i) as of the date hereof with respect to the waivers provided in Sections 2(a)(ii) and 2(b) hereof and (ii) as of June 30, 2002 with respect to the waiver provided in Section 2(a)(i) hereof, in each case when the following conditions are satisfied:
(i) the Agent shall have received from each of Conseco, CIHC and the Required Banks a counterpart hereof signed by such party or facsimile or other written confirmation (in form satisfactory to the Agent) that such party has signed a counterpart hereof; and
(ii) the requisite lenders under each of (a) the Agreement dated September 22, 2000, Re: 1997 D&O Loans, (b) the Agreement dated September 22, 2000, Re:
1999 D&O Loans, and (c) the Revolving Credit Agreement, shall have granted waivers thereunder on terms substantially similar to those contained herein.
4

IN WITNESS WHEREOF, the parties hereto have caused this Waiver to be duly executed as of the date first above written.
CONSECO, INC.

By:/s/ David K. Herzog
   ---------------------------------------
   Name:  David K. Herzog
   Title: Executive Vice President,
          General Counsel and Secretary	

5

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

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

JPMORGAN CHASE BANK

By:/s/ Helen L. Newcomb
   ---------------------------------------
   Name:  Helen L. Newcomb
   Title: Vice President	

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

Title:

THE BANK OF NEW YORK

By:/s/ Stephen C. Brennan
   ---------------------------------------
   Name:  Stephen C. Brennan
   Title:  Vice President	

Acknowledged and agreed by:
CIHC, INCORPORATED

By:/s/ Gary C. Wendt
   -----------------------
Name:  Gary C. Wendt
Title: Chief Executive Officer	

SCHEDULE I

                                  Indebtedness
------------------------------------------------------------------------------------- -------------------------------
Indenture                                                                             Interest Payment Date
------------------------------------------------------------------------------------- -------------------------------
------------------------------------------------------------------------------------- -------------------------------
"Old" 8.75% Senior Notes due February 2004 issued pursuant to the Senior Indenture    August 9, 2002
dated November 13, 1997
------------------------------------------------------------------------------------- -------------------------------
------------------------------------------------------------------------------------- -------------------------------
"New" 8.75% Guaranteed Senior Notes due August 2006 issued pursuant to the First      August 9, 2002
Senior Indenture dated April 24, 2002 (the "New 8.75% Notes")
------------------------------------------------------------------------------------- -------------------------------
------------------------------------------------------------------------------------- -------------------------------
"Old" 6.4% Senior Notes due February 2003 issued pursuant to the Senior Indenture     August 12, 2002
dated November 13, 1997
------------------------------------------------------------------------------------- -------------------------------
------------------------------------------------------------------------------------- -------------------------------
"New" 6.4% Guaranteed Senior Notes due February 2004 issued pursuant to the First     August 12, 2002
Senior Indenture dated April 24, 2002 (the "New 6.4% Notes", and together with
the New 8.75% Notes, the "New Notes")
------------------------------------------------------------------------------------- -------------------------------
------------------------------------------------------------------------------------- -------------------------------
8.125% Senior Notes due February 2003 issued pursuant to the Senior Indenture dated   August 15, 2002
February 18, 1993
------------------------------------------------------------------------------------- -------------------------------
------------------------------------------------------------------------------------- -------------------------------
6.75% FELINE PRIDES due February 2003                                                 August 16, 2002
------------------------------------------------------------------------------------- -------------------------------	

SCHEDULE II
CFC Facilities
1. Third Amended and Restated Master Repurchase Agreement between Merrill Lynch Mortgage Capital Inc. and Green Tree Finance Corp. - Three dated April 5, 2001, and related documents entered into in connection therewith.
2. Second Amended and Restated Master Repurchase Agreement between Lehman Commercial Paper Inc. and Green Tree Finance Corp. - Five dated January 30, 2002, and related documents entered into in connection therewith.
3. Asset Assignment Agreement by and between Lehman Commercial Paper Inc. and Green Tree Residual Finance Corp. I dated February 13, 1998, and related documents entered into in connection therewith.
4. Master Repurchase Agreement between Green Tree Residual Finance Corp I and Lehman Brothers Inc., and related documents entered into in connection therewith.
5. Master Repurchase Agreement between Credit Suisse First Boston Mortgage Capital LLC and Green Tree Financial Corp. dated March 26, 1999, and related documents entered into in connection therewith.
6. Master Repurchase Agreement between Deutsche Banc Sharps Pixley Inc., Aspen Funding Corp. and Conseco Financing SP Corp. - Seven dated May 4, 2001, and related documents entered into in connection therewith.
7. Credit Agreement between Conseco Finance Corp. and U.S. Bank National Association dated as of December 27, 2000, and related documents entered into in connection therewith.

SCHEDULE III
Indebtedness (with cross-defaults)
1. 10.5% Senior Notes due December 2004 issued pursuant to the First Supplemental Indenture dated August 31, 1995 (to the Indenture dated December 15, 1994).
2. "Old" 10.75% Senior Notes due June 2008 issued pursuant to the First Senior Supplemental Indenture dated June 29, 2001 (to the Senior Indenture dated November 13, 1997).
3. "New" 10.75% Guaranteed Notes due June 2009 issued pursuant to the First Senior Supplemental Indenture dated April 24, 2002 (to the Second Senior Indenture dated April 24, 2002).

Exhibit 99.4
WAIVER NO. 2 TO
(1998 NON-REFINANCED D&O LOANS)
WAIVER NO. 2, dated as of September 8, 2002 (this "Waiver"), to the Guaranty dated as of August 21, 1998 (as heretofore amended, the "Conseco Guaranty") between Conseco, Inc., an Indiana corporation ("Conseco"), and Bank of America, N.A., as Administrative Agent (the "Agent"), and to the Agreement, dated as of September 22, 2000, Re 1998 D&O Loans (the "Agreement") among Conseco, various financial institutions signatory thereto, and the Agent, entered into in connection with the Credit Agreement dated as of August 21, 1998 (as heretofore amended, the "Credit Agreement") among the borrowers party thereto (the "Borrowers"), the various financial institutions signatory thereto (the "Banks") and the Agent.
W I T N E S S E T H :
WHEREAS, Conseco has asked the Agent and the Banks, and the Agent and the Banks party hereto are willing, on the terms and conditions set forth below and for a limited period only, to waive compliance with certain provisions of, and to waive certain defaults under, the Conseco Guaranty and the Agreement;
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1 . Defined Terms; References. Unless otherwise specifically defined herein, each term used herein which is defined in the Conseco Guaranty has the meaning assigned to such term in the Conseco Guaranty (including by reference to the Credit Agreement).
SECTION 2 . Waivers. (a) Debt to Total Capitalization Ratio. The Agent and the Banks party hereto hereby agree to waive compliance by Conseco, on an interim basis until Waiver Termination (as defined below) only, with the requirements set forth in Section 4.13 of the Appendix (incorporated by reference into the Conseco Guaranty and into the Agreement) that the Debt to Total Capitalization Ratio (i) as of June 30, 2002 not be greater than 0.400:1.0 and (ii) as of September 30, 2002 not be greater than 0.375:1.0, and waive any default that may have occurred or may occur solely as a result of such noncompliance.
(b) Cross-Default. The Agent and the Banks party hereto hereby agree to waive, on an interim basis until Waiver Termination only, any default that may occur pursuant to Section 5.01(e) of the Appendix (incorporated by reference into the Conseco Guaranty and into the Agreement) solely as a result of the failure by Conseco or CIHC, Incorporated ("CIHC") (as guarantor of Conseco's obligations with respect to the New Notes (as defined in Schedule I)) to make the interest
1

payment in respect of any Indebtedness set forth on Schedule I hereto on the payment date set forth with respect to such Indebtedness on such Schedule or within any applicable grace or notice period (and any cross-default under any other Indebtedness solely as a result of such failure).
(c) Period of Effectiveness. Each of the foregoing waivers shall be effective solely during the period commencing on the effectiveness of such waiver, determined in accordance with Section 7 hereto, and ending at Waiver Termination, at which time the foregoing waivers shall terminate and be of no further force or effect. "Waiver Termination" means the earliest to occur of:
(i) 12:01 A.M. (New York time) on October 17, 2002;
(ii) the commencement by any holder of Indebtedness or other obligations (including, without limitation, any Indebtedness or other obligations pursuant to any agreement or instrument listed on Schedule I, II or III hereto or any guaranty thereof) of Conseco, any of its Subsidiaries or any special purpose entity established in connection with the transactions contemplated by any of the agreements referred to in Schedule II hereto (each, an "SPE") (or any indenture trustee or agent therefor) of the exercise of any remedy (including, without limitation, acceleration or the making of a demand under any guaranty entered into in connection therewith) or the taking of any other action in furtherance of collection or enforcement of any claim or Lien against Conseco, any of its Subsidiaries or any SPE or any of their respective assets; provided that, (A) solely in the case of agreements or instruments listed in Schedule II, the foregoing shall result in Waiver Termination only if Conseco fails to receive by the close of business on the second Business Day after occurrence of such event a written notification from the Required Banks stating that the waivers granted in this Section 2 will not terminate as a result of such event and (B) in the case of Indebtedness or other obligations arising under agreements or instruments not listed on Schedule I, II or III hereto, the foregoing shall result in Waiver Termination only if the aggregate principal amount of Indebtedness or other obligations outstanding under such agreements or instruments (including committed or available amounts thereunder) exceeds $10,000,000;
(iii) the making by Conseco or any of its Subsidiaries (other than Conseco Finance or any of its Subsidiaries), directly or indirectly, of any Investment in Conseco Finance or any of its Subsidiaries after the date hereof (other than Investments in an aggregate amount not exceeding $6,000,000 in respect of products and services provided in the ordinary course of business and consistent with past practices), unless, at least five Business Days prior to making such Investment, Conseco shall have delivered written notification thereof to the Agent setting forth the name of the entity making such Investment, the date on which such Investment is to be made, the amount and form of such Investment and, in reasonable detail, the reasons for making such Investment; and
2

(iv) receipt by Conseco of a written notice from the Required Banks advising Conseco that they have determined (in their sole discretion) to terminate the waivers granted in this Section 2.
(d) Limited Effect. Except as provided in subsections (a) and (b) above, this Section 2 shall not operate as a waiver of any right, remedy, power or privilege of the Banks under the Conseco Guaranty or the Agreement or of any other term or condition of the Conseco Guaranty or the Agreement. Without limiting the generality of the foregoing, upon Waiver Termination, the Banks or the Agent may proceed to exercise any and all of their respective rights and remedies, including, without limitation, their rights and remedies in connection with any default referred to in this Section 2.
SECTION 3 . Waiver Consideration. Conseco and CIHC each acknowledges and agrees that, if the waivers requested hereunder were not granted, the Agent would be entitled to make a demand under Section 3.2 of the Credit Agreement upon each Borrower (which demand, if made, would result in interest accruing on Loans outstanding under the Credit Agreement at the default interest rate from time to time in effect as determined pursuant to Section 3.2 of the Credit Agreement (the "Default Rate")). As consideration for the waivers granted hereunder and in light of the right of the Agent to make such demand in the absence of such waivers, Conseco and CIHC agree jointly and severally to pay, and shall pay, to the Agent, for the pro rata benefit of the Banks, in immediately available funds, on the next Interest Payment Date and, thereafter, on the last Business Day of each calendar month (commencing November 2002) (each such date, a "Payment Date"), an amount (the "Waiver Consideration") equal to the difference between (i) the amount of interest that would have accrued on the Loans outstanding under the Credit Agreement during the period commencing (x) in the case of the first such payment, on the date hereof and (y) in the case of all subsequent payments, on the previous Payment Date, and in each case ending on the next Payment Date, if such interest was accruing at and was calculated at the Default Rate and (ii) the amount of interest actually accrued on the Loans outstanding under the Credit Agreement during the period set forth in clause
(i). Any amount of the Waiver Consideration not paid when due shall accrue interest, which interest shall compound on each Payment Date, until paid at the Default Rate (computed for the actual number of days elapsed on the basis of a 360-day year). Conseco and CIHC each agrees that (i) nothing contained herein shall limit the right, if any, of the Agent or the Banks to make a demand upon or exercise other remedies against any Borrower under Section 3.2 of the Credit Agreement or otherwise and (ii) Conseco's and CIHC's obligations under this
Section 3 do not in any way limit their obligations under the Conseco Guaranty or the CIHC Guaranty and Subordination Agreement dated September 22, 2000 between CIHC, Conseco and the Agent, as applicable, and shall survive the termination of this Waiver.
3

SECTION 4 . Representations Correct; No Default. Conseco represents and warrants that, except as expressly waived hereby, on and as of the date hereof
(i) the representations and warranties contained in the Conseco Guaranty are true as though made on and as of the date hereof (except to the extent a representation or warranty references a specific date, in which case, such representation or warranty is true as of such date) and (ii) no default has occurred and is continuing.
SECTION 5 . Governing Law. This Waiver shall be governed by and construed in accordance with the laws of Illinois.
SECTION 6 . Counterparts. This Waiver may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.
SECTION 7 . Effectiveness. This Waiver shall become effective (and shall be binding on all Banks) (i) as of the date hereof with respect to the waivers provided in Sections 2(a)(ii) and 2(b) hereof and (ii) as of June 30, 2002 with respect to the waiver provided in Section 2(a)(i) hereof, in each case when the following conditions are satisfied:
(i) the Agent shall have received from each of Conseco, CIHC and the Required Banks a counterpart hereof signed by such party or facsimile or other written confirmation (in form satisfactory to the Agent) that such party has signed a counterpart hereof; and
(ii) the requisite lenders under each of (a) the Agreement dated September 22, 2000, Re: 1997 D&O Loans, (b) the Agreement dated September 22, 2000, Re:
1999 D&O Loans, and (c) the Revolving Credit Agreement, shall have granted waivers thereunder on terms substantially similar to those contained herein.
4

IN WITNESS WHEREOF, the parties hereto have caused this Waiver to be duly executed as of the date first above written.
CONSECO, INC.

By:/s/ David K. Herzog
   ---------------------------------------
   Name:  David K. Herzog
   Title: Executive Vice President,
          General Counsel	

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

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

JPMORGAN CHASE BANK

By:/s/ Helen L. Newcomb
   ---------------------------------------
   Name:  Helen L. Newcomb
   Title: Vice President	

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

Title:

THE BANK OF NEW YORK

By:/s/ Stephen C. Brennan
   ---------------------------------------
   Name:  Stephen C. Brennan
   Title: Vice President	

Acknowledged and agreed by:
CIHC, INCORPORATED

By: /s/ Gary C. Wendt
   ------------------------
   Name:  Gary C. Wendt
   Title: Chief Executive Officer	

SCHEDULE I

                                  Indebtedness
------------------------------------------------------------------------------------- -------------------------------
Indenture                                                                             Interest Payment Date
------------------------------------------------------------------------------------- -------------------------------
------------------------------------------------------------------------------------- -------------------------------
"Old" 8.75% Senior Notes due February 2004 issued pursuant to the Senior Indenture    August 9, 2002
dated November 13, 1997
------------------------------------------------------------------------------------- -------------------------------
------------------------------------------------------------------------------------- -------------------------------
"New" 8.75% Guaranteed Senior Notes due August 2006 issued pursuant to the First      August 9, 2002
Senior Indenture dated April 24, 2002 (the "New 8.75% Notes")
------------------------------------------------------------------------------------- -------------------------------
------------------------------------------------------------------------------------- -------------------------------
"Old" 6.4% Senior Notes due February 2003 issued pursuant to the Senior Indenture     August 12, 2002
dated November 13, 1997
------------------------------------------------------------------------------------- -------------------------------
------------------------------------------------------------------------------------- -------------------------------
"New" 6.4% Guaranteed Senior Notes due February 2004 issued pursuant to the First     August 12, 2002
Senior Indenture dated April 24, 2002 (the "New 6.4% Notes", and together with
the New 8.75% Notes, the "New Notes")
------------------------------------------------------------------------------------- -------------------------------
------------------------------------------------------------------------------------- -------------------------------
8.125% Senior Notes due February 2003 issued pursuant to the Senior Indenture dated   August 15, 2002
February 18, 1993
------------------------------------------------------------------------------------- -------------------------------
------------------------------------------------------------------------------------- -------------------------------
6.75% FELINE PRIDES due February 2003                                                 August 16, 2002
------------------------------------------------------------------------------------- -------------------------------	

SCHEDULE II
CFC Facilities
1. Third Amended and Restated Master Repurchase Agreement between Merrill Lynch Mortgage Capital Inc. and Green Tree Finance Corp. - Three dated April 5, 2001, and related documents entered into in connection therewith.
2. Second Amended and Restated Master Repurchase Agreement between Lehman Commercial Paper Inc. and Green Tree Finance Corp. - Five dated January 30, 2002, and related documents entered into in connection therewith.
3. Asset Assignment Agreement by and between Lehman Commercial Paper Inc. and Green Tree Residual Finance Corp. I dated February 13, 1998, and related documents entered into in connection therewith.
4. Master Repurchase Agreement between Green Tree Residual Finance Corp I and Lehman Brothers Inc., and related documents entered into in connection therewith.
5. Master Repurchase Agreement between Credit Suisse First Boston Mortgage Capital LLC and Green Tree Financial Corp. dated March 26, 1999, and related documents entered into in connection therewith.
6. Master Repurchase Agreement between Deutsche Banc Sharps Pixley Inc., Aspen Funding Corp. and Conseco Financing SP Corp. - Seven dated May 4, 2001, and related documents entered into in connection therewith.
7. Credit Agreement between Conseco Finance Corp. and U.S. Bank National Association dated as of December 27, 2000, and related documents entered into in connection therewith.

SCHEDULE III
Indebtedness (with cross-defaults)
1. 10.5% Senior Notes due December 2004 issued pursuant to the First Supplemental Indenture dated August 31, 1995 (to the Indenture dated December 15, 1994).
2. "Old" 10.75% Senior Notes due June 2008 issued pursuant to the First Senior Supplemental Indenture dated June 29, 2001 (to the Senior Indenture dated November 13, 1997).
3. "New" 10.75% Guaranteed Notes due June 2009 issued pursuant to the First Senior Supplemental Indenture dated April 24, 2002 (to the Second Senior Indenture dated April 24, 2002).

Exhibit 99.5
WAIVER NO. 2 TO
(1999 D&O LOANS)
WAIVER NO. 2, dated as of September 8, 2002 (this "Waiver"), to the Guaranty dated as of November 22, 2000 (as heretofore amended, the "Conseco Guaranty") between Conseco, Inc., an Indiana corporation ("Conseco"), and JPMorgan Chase Bank, as Administrative Agent (the "Agent"), and to the Agreement, dated as of September 22, 2000, Re 1999 D&O Loans (the "Agreement") among Conseco, various financial institutions signatory thereto, and the Agent, entered into in connection with the Credit Agreement dated as of November 22, 2000 (as heretofore amended, the "Credit Agreement") among the borrowers party thereto (the "Borrowers"), the various financial institutions signatory thereto (the "Banks") and the Agent relating to the refinancing of certain loans under a Termination and Replacement Agreement dated as of May 30, 2000 among the Borrowers, the Banks and the Agent.
W I T N E S S E T H :
WHEREAS, Conseco has asked the Agent and the Banks, and the Agent and the Banks party hereto are willing, on the terms and conditions set forth below and for a limited period only, to waive compliance with certain provisions of, and to waive certain defaults under, the Conseco Guaranty and the Agreement;
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1 . Defined Terms; References. Unless otherwise specifically defined herein, each term used herein which is defined in the Conseco Guaranty has the meaning assigned to such term in the Conseco Guaranty (including by reference to the Credit Agreement).
SECTION 2 . Waivers. (a) Debt to Total Capitalization Ratio. The Agent and the Banks party hereto hereby agree to waive compliance by Conseco, on an interim basis until Waiver Termination (as defined below) only, with the requirements set forth in Section 4.13 of the Appendix (incorporated by reference into the Conseco Guaranty and into the Agreement) that the Debt to Total Capitalization Ratio (i) as of June 30, 2002 not be greater than 0.400:1.0 and (ii) as of September 30, 2002 not be greater than 0.375:1.0, and waive any default that may have occurred or may occur solely as a result of such noncompliance.
(b) Cross-Default. The Agent and the Banks party hereto hereby agree to waive, on an interim basis until Waiver Termination only, any default that may occur pursuant to Section 5.01(e) of the Appendix (incorporated by reference into the Conseco Guaranty and into the Agreement) solely as a result of the failure by
1

Conseco or CIHC (as guarantor of Conseco's obligations with respect to the New Notes (as defined in Schedule I)) to make the interest payment in respect of any Indebtedness set forth on Schedule I hereto on the payment date set forth with respect to such Indebtedness on such Schedule or within any applicable grace or notice period (and any cross-default under any other Indebtedness solely as a result of such failure).
(c) Period of Effectiveness. Each of the foregoing waivers shall be effective solely during the period commencing on the effectiveness of such waiver, determined in accordance with Section 7 hereto, and ending at Waiver Termination, at which time the foregoing waivers shall terminate and be of no further force or effect. "Waiver Termination" means the earliest to occur of:
(i) 12:01 A.M. (New York time) on October 17, 2002;
(ii) the commencement by any holder of Indebtedness or other obligations (including, without limitation, any Indebtedness or other obligations pursuant to any agreement or instrument listed on Schedule I, II or III hereto or any guaranty thereof) of Conseco, any of its Subsidiaries or any special purpose entity established in connection with the transactions contemplated by any of the agreements referred to in Schedule II hereto (each, an "SPE") (or any indenture trustee or agent therefor) of the exercise of any remedy (including, without limitation, acceleration or the making of a demand under any guaranty entered into in connection therewith) or the taking of any other action in furtherance of collection or enforcement of any claim or Lien against Conseco, any of its Subsidiaries or any SPE or any of their respective assets; provided that, (A) solely in the case of agreements or instruments listed in Schedule II, the foregoing shall result in Waiver Termination only if Conseco fails to receive by the close of business on the second Business Day after occurrence of such event a written notification from the Required Banks stating that the waivers granted in this Section 2 will not terminate as a result of such event and (B) in the case of Indebtedness or other obligations arising under agreements or instruments not listed on Schedule I, II or III hereto, the foregoing shall result in Waiver Termination only if the aggregate principal amount of Indebtedness or other obligations outstanding under such agreements or instruments (including committed or available amounts thereunder) exceeds $10,000,000;
(iii) the making by Conseco or any of its Subsidiaries (other than Conseco Finance or any of its Subsidiaries), directly or indirectly, of any Investment in Conseco Finance or any of its Subsidiaries after the date hereof (other than Investments in an aggregate amount not exceeding $6,000,000 in respect of products and services provided in the ordinary course of business and consistent with past practices), unless, at least five Business Days prior to making such Investment, Conseco shall have delivered written notification thereof to the Agent setting forth the name of the entity making such Investment, the date on
2

which such Investment is to be made, the amount and form of such Investment and, in reasonable detail, the reasons for making such Investment; and
(iv) receipt by Conseco of a written notice from the Required Banks advising Conseco that they have determined (in their sole discretion) to terminate the waivers granted in this Section 2.
(d) Limited Effect. Except as provided in subsections (a) and (b) above, this Section 2 shall not operate as a waiver of any right, remedy, power or privilege of the Banks under the Conseco Guaranty or the Agreement or of any other term or condition of the Conseco Guaranty or the Agreement. Without limiting the generality of the foregoing, upon Waiver Termination, the Banks or the Agent may proceed to exercise any and all of their respective rights and remedies, including, without limitation, their rights and remedies in connection with any default referred to in this Section 2.
SECTION 3 . Waiver Consideration. Conseco and CIHC each acknowledges and agrees that, if the waivers requested hereunder were not granted, the Agent would be entitled to make a demand under Section 3.2 of the Credit Agreement upon each Borrower (which demand, if made, would result in interest accruing on Loans outstanding under the Credit Agreement at the default interest rate from time to time in effect as determined pursuant to Section 3.2 of the Credit Agreement (the "Default Rate")). As consideration for the waivers granted hereunder and in light of the right of the Agent to make such demand in the absence of such waivers, Conseco and CIHC agree jointly and severally to pay, and shall pay, to the Agent, for the pro rata benefit of the Banks, in immediately available funds, on the next Interest Payment Date and, thereafter, on the last Business Day of each calendar month (commencing November 2002) (each such date, a "Payment Date"), an amount (the "Waiver Consideration") equal to the difference between (i) the amount of interest that would have accrued on the Loans outstanding under the Credit Agreement during the period commencing (x) in the case of the first such payment, on the date hereof and (y) in the case of all subsequent payments, on the previous Payment Date, and in each case ending on the next Payment Date, if such interest was accruing at and was calculated at the Default Rate and (ii) the amount of interest actually accrued on the Loans outstanding under the Credit Agreement during the period set forth in clause
(i). Any amount of the Waiver Consideration not paid when due shall accrue interest, which interest shall compound on each Payment Date, until paid at the Default Rate (computed for the actual number of days elapsed on the basis of a 360-day year). Conseco and CIHC each agrees that (i) nothing contained herein shall limit the right, if any, of the Agent or the Banks to make a demand upon or exercise other remedies against any Borrower under Section 3.2 of the Credit Agreement or otherwise and (ii) Conseco's and CIHC's obligations under this
Section 3 do not in any way limit their obligations under the Conseco
3

Guaranty or the CIHC Guaranty, as applicable, and shall survive the termination of this Waiver.
SECTION 4 . Representations Correct; No Default. Conseco represents and warrants that, except as expressly waived hereby, on and as of the date hereof
(i) the representations and warranties contained in the Conseco Guaranty are true as though made on and as of the date hereof (except to the extent a representation or warranty references a specific date, in which case, such representation or warranty is true as of such date) and (ii) no default has occurred and is continuing.
SECTION 5 . Governing Law. This Waiver shall be governed by and construed in accordance with the laws of Illinois.
SECTION 6 . Counterparts. This Waiver may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.
SECTION 7 . Effectiveness. This Waiver shall become effective (and shall be binding on all Banks) (i) as of the date hereof with respect to the waivers provided in Sections 2(a)(ii) and 2(b) hereof and (ii) as of June 30, 2002 with respect to the waiver provided in Section 2(a)(i) hereof, in each case when the following conditions are satisfied:
(i) the Agent shall have received from each of Conseco, CIHC and the Required Banks a counterpart hereof signed by such party or facsimile or other written confirmation (in form satisfactory to the Agent) that such party has signed a counterpart hereof; and
(ii) the requisite lenders under each of (a) the Agreement dated September 22, 2000, Re: 1997 D&O Loans, (b) the Agreement dated September 22, 2000, Re:
1998 D&O Loans, and (c) the Revolving Credit Agreement, shall have granted waivers thereunder on terms substantially similar to those contained herein.
4

IN WITNESS WHEREOF, the parties hereto have caused this Waiver to be duly executed as of the date first above written.
CONSECO, INC.

By:/s/ David K. Herzog
   ---------------------------------------
   Name:  David K. Herzog
   Title: Executive Vice President,
          General Counsel and Secretary	

5

JPMORGAN CHASE BANK, as
Administrative Agent and as a Bank

By:/s/ Helen L. Newcomb
   ---------------------------------------
   Name:  Helen L. Newcomb
   Title: Vice President	

1

BANK OF AMERICA, N.A.

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

Acknowledged and agreed by:
CIHC, INCORPORATED

By:/s/ Gary C. Wendt
   ------------------------
   Name:  Gary C. Wendt
   Title: Chief Executive Officer	

SCHEDULE I

                                  Indebtedness
------------------------------------------------------------------------------------- -------------------------------
Indenture                                                                             Interest Payment Date
------------------------------------------------------------------------------------- -------------------------------
------------------------------------------------------------------------------------- -------------------------------
"Old" 8.75% Senior Notes due February 2004 issued pursuant to the Senior Indenture    August 9, 2002
dated November 13, 1997
------------------------------------------------------------------------------------- -------------------------------
------------------------------------------------------------------------------------- -------------------------------
"New" 8.75% Guaranteed Senior Notes due August 2006 issued pursuant to the First      August 9, 2002
Senior Indenture dated April 24, 2002 (the "New 8.75% Notes")
------------------------------------------------------------------------------------- -------------------------------
------------------------------------------------------------------------------------- -------------------------------
"Old" 6.4% Senior Notes due February 2003 issued pursuant to the Senior Indenture     August 12, 2002
dated November 13, 1997
------------------------------------------------------------------------------------- -------------------------------
------------------------------------------------------------------------------------- -------------------------------
"New" 6.4% Guaranteed Senior Notes due February 2004 issued pursuant to the First     August 12, 2002
Senior Indenture dated April 24, 2002 (the "New 6.4% Notes", and together with
the New 8.75% Notes, the "New Notes")
------------------------------------------------------------------------------------- -------------------------------
------------------------------------------------------------------------------------- -------------------------------
8.125% Senior Notes due February 2003 issued pursuant to the Senior Indenture dated   August 15, 2002
February 18, 1993
------------------------------------------------------------------------------------- -------------------------------
------------------------------------------------------------------------------------- -------------------------------
6.75% FELINE PRIDES due February 2003                                                 August 16, 2002
------------------------------------------------------------------------------------- -------------------------------	

SCHEDULE II
CFC Facilities
1. Third Amended and Restated Master Repurchase Agreement between Merrill Lynch Mortgage Capital Inc. and Green Tree Finance Corp. - Three dated April 5, 2001, and related documents entered into in connection therewith.
2. Second Amended and Restated Master Repurchase Agreement between Lehman Commercial Paper Inc. and Green Tree Finance Corp. - Five dated January 30, 2002, and related documents entered into in connection therewith.
3. Asset Assignment Agreement by and between Lehman Commercial Paper Inc. and Green Tree Residual Finance Corp. I dated February 13, 1998, and related documents entered into in connection therewith.
4. Master Repurchase Agreement between Green Tree Residual Finance Corp I and Lehman Brothers Inc., and related documents entered into in connection therewith.
5. Master Repurchase Agreement between Credit Suisse First Boston Mortgage Capital LLC and Green Tree Financial Corp. dated March 26, 1999, and related documents entered into in connection therewith.
6. Master Repurchase Agreement between Deutsche Banc Sharps Pixley Inc., Aspen Funding Corp. and Conseco Financing SP Corp. - Seven dated May 4, 2001, and related documents entered into in connection therewith.
7. Credit Agreement between Conseco Finance Corp. and U.S. Bank National Association dated as of December 27, 2000, and related documents entered into in connection therewith.

SCHEDULE III
Indebtedness (with cross-defaults)
1. 10.5% Senior Notes due December 2004 issued pursuant to the First Supplemental Indenture dated August 31, 1995 (to the Indenture dated December 15, 1994).
2. "Old" 10.75% Senior Notes due June 2008 issued pursuant to the First Senior Supplemental Indenture dated June 29, 2001 (to the Senior Indenture dated November 13, 1997).
3. "New" 10.75% Guaranteed Notes due June 2009 issued pursuant to the First Senior Supplemental Indenture dated April 24, 2002 (to the Second Senior Indenture dated April 24, 2002).

Exhibit 99.6
$1,500,000,000 FIVE-YEAR CREDIT AGREEMENT
WAIVER NO. 2, dated as of September 8, 2002 (this "Waiver"), to the $1,500,000,000 Five-Year Credit Agreement dated as of September 25, 1998 (as heretofore amended, the "Credit Agreement") among Conseco, Inc., an Indiana corporation (the "Borrower"), the various financial institutions signatory thereto (the "Banks") and Bank of America, N.A., individually and as agent for the Banks (the "Agent").
W I T N E S S E T H :
WHEREAS, the Borrower has asked the Banks, and the Banks party hereto are willing, on the terms and conditions set forth below and for a limited period only, to waive compliance with certain provisions of, and to waive certain Defaults and Events of Default under, the Credit Agreement;
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1 . Defined Terms; References. Unless otherwise specifically defined herein, each term used herein which is defined in the Credit Agreement has the meaning assigned to such term in the Credit Agreement.
SECTION 2 . Waivers. (a) Debt to Total Capitalization Ratio. The Banks party hereto hereby agree to waive compliance by the Borrower, on an interim basis until Waiver Termination (as defined below) only, with the requirements set forth in Section 4.13 of the Appendix (incorporated by reference into the Credit Agreement) that the Debt to Total Capitalization Ratio (i) as of June 30, 2002 not be greater than 0.400:1.0 and (ii) as of September 30, 2002 not be greater than 0.375:1.0, and waive any Default or Event of Default that may have occurred or may occur solely as a result of such noncompliance.
(b) Cross-Default. The Banks party hereto hereby agree to waive, on an interim basis until Waiver Termination only, any Default or Event of Default that may occur pursuant to Section 5.01(e) of the Appendix (incorporated by reference into the Credit Agreement) solely as a result of the failure by the Borrower or CIHC (as guarantor of the Borrower's obligations with respect to the New Notes (as defined in Schedule I)) to make the interest payment in respect of any Indebtedness set forth on Schedule I hereto on the payment date set forth with respect to such Indebtedness on such Schedule or within any applicable grace or notice period (and any cross-default under any other Indebtedness solely as a result of such failure).
1

(c) Period of Effectiveness. Each of the foregoing waivers shall be effective solely during the period commencing on the effectiveness of such waiver, determined in accordance with Section 7 hereto, and ending at Waiver Termination, at which time the foregoing waivers shall terminate and be of no further force or effect. "Waiver Termination" means the earliest to occur of:
(i) 12:01 A.M. (New York time) on October 17, 2002;
(ii)the commencement by any holder of Indebtedness or other obligations (including, without limitation, any Indebtedness or other obligations pursuant to any agreement or instrument listed on Schedule I, II or III hereto or any guaranty thereof) of the Borrower, any of its Subsidiaries or any special purpose entity established in connection with the transactions contemplated by any of the agreements referred to in Schedule II hereto (each, an "SPE") (or any indenture trustee or agent therefor) of the exercise of any remedy (including, without limitation, acceleration or the making of a demand under any guaranty entered into in connection therewith) or the taking of any other action in furtherance of collection or enforcement of any claim or Lien against the Borrower, any of its Subsidiaries or any SPE or any of their respective assets; provided that, (A) solely in the case of agreements or instruments listed in Schedule II, the foregoing shall result in Waiver Termination only if the Borrower fails to receive by the close of business on the second Business Day after occurrence of such event a written notification from the Required Banks stating that the waivers granted in this Section 2 will not terminate as a result of such event and (B) in the case of Indebtedness or other obligations arising under agreements or instruments not listed on Schedule I, II or III hereto, the foregoing shall result in Waiver Termination only if the aggregate principal amount of Indebtedness or other obligations outstanding under such agreements or instruments (including committed or available amounts thereunder) exceeds $10,000,000;
(iii) the making by the Borrower or any of its Subsidiaries (other than Conseco Finance or any of its Subsidiaries), directly or indirectly, of any Investment in Conseco Finance or any of its Subsidiaries after the date hereof (other than Investments in an aggregate amount not exceeding $6,000,000 in respect of products and services provided in the ordinary course of business and consistent with past practices), unless, at least five Business Days prior to making such Investment, the Borrower shall have delivered written notification thereof to the Agent setting forth the name of the entity making such Investment, the date on which such Investment is to be made, the amount and form of such Investment and, in reasonable detail, the reasons for making such Investment; and
(iv) receipt by the Borrower of a written notice from the Required Banks advising the Borrower that they have determined (in their sole discretion) to terminate the waivers granted in this Section 2.
2

(d) Limited Effect. Except as provided in subsections (a) and (b) above, this Section 2 shall not operate as a waiver of any right, remedy, power or privilege of the Banks under the Credit Agreement or any other Loan Document or of any other term or condition of the Credit Agreement or any other Loan Document. Without limiting the generality of the foregoing, upon Waiver Termination, the Banks or the Agent may proceed to exercise any and all of their respective rights and remedies, including, without limitation, their rights and remedies in connection with any Default or Event of Default referred to in this
Section 2.
SECTION 3 . Interest Rate. Notwithstanding any provision in the Credit Agreement to the contrary, from and after the date hereof, interest on the principal amount of Loans outstanding under the Credit Agreement shall be calculated and shall accrue at the Default Rate (as defined in Section 2.12(c) of the Credit Agreement). Such interest shall be payable in arrears on the next Interest Payment Date and, thereafter, on the last Business Day of each calendar month (commencing November 2002). Any amount of interest not paid when due shall be added to and shall increase the outstanding principal amount of Loans and shall thereafter accrue interest as set forth above. The Credit Agreement is hereby amended to the extent necessary to give effect to the provisions of this
Section 3 and such amendment and this Section 3 shall survive the termination of this Waiver.
SECTION 4 . Representations Correct; No Default. The Borrower represents and warrants that, except as expressly waived hereby, on and as of the date hereof (i) the representations and warranties contained in the Credit Agreement are true as though made on and as of the date hereof (except to the extent a representation or warranty references a specific date, in which case, such representation or warranty is true as of such date) and (ii) no Default or Event of Default has occurred and is continuing.
SECTION 5 . Governing Law. This Waiver shall be governed by and construed in accordance with the laws of Illinois.
SECTION 6 . Counterparts. This Waiver may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.
SECTION 7 . Effectiveness. This Waiver shall become effective (and shall be binding on all Banks) (i) as of the date hereof with respect to the waivers provided in Sections 2(a)(ii) and 2(b) hereof and (ii) as of June 30, 2002 with respect to the waiver provided in Section 2(a)(i) hereof, in each case when the following conditions are satisfied:
3

(i) the Agent shall have received from each of the Borrower and the Required Banks a counterpart hereof signed by such party or facsimile or other written confirmation (in form satisfactory to the Agent) that such party has signed a counterpart hereof; and
(ii) the requisite lenders under each of (a) the Agreement dated September 22, 2000, Re: 1997 D&O Loans, (b) the Agreement dated September 22, 2000, Re:
1998 D&O Loans, and (c) the Agreement dated September 22, 2000, Re: 1999 D&O Loans, shall have granted waivers thereunder on terms substantially similar to those contained herein.
4

IN WITNESS WHEREOF, the parties hereto have caused this Waiver to be duly executed as of the date first above written.
CONSECO, INC.

By:/s/ David K. Herzog
   ---------------------------------------
   Name:  David K. Herzog
   Title: Executive Vice President,
          General Counsel and Secretary	

5

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

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

JPMORGAN CHASE BANK

By:/s/ Helen L. Newcomb
   ---------------------------------------
   Name:  Helen L. Newcomb
   Title: Vice President	

BEAR STEARNS & CO INC.

By:/s/ John McDermott
   ---------------------------------------
   Name:  John McDermott
   Title: Senior Managing Director	

DEUTSCHE BANK
AKTIENGESELLSCHAFT
By:

Name:

Title:

SILVER OAK CAPITAL LLC

By:/s/ Jeffrey H. Aronson
   ---------------------------------------
   Name:  Jeffrey H. Aronson
   Title: Authorized Signatory	

FLEET NATIONAL BANK

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

DEUTSCHE BANK TRUST COMPANY
AMERICAS

By:/s/ John Pineiro
   ---------------------------------------
   Name:  John Pineiro
   Title: Attorney-in-Fact	

DK ACQUISITION PARTNERS

By:/s/ Thomas I. Kempner, Jr.
   ---------------------------------------
   Name:  Thomas I. Kempner, Jr.
   Title: General Partner	

THE BANK OF NEW YORK

By:/s/ Stephen C. Brennan
   ---------------------------------------
   Name:  Stephen C. Brennan
   Title: Vice President	

BANK OF TOKYO-MITSUBISHI LTD
NEW YORK BRANCH

By:/s/ Christina T. Schoen
   ---------------------------------------
   Name:  Christina T. Schoen
   Title: Vice President	

CREDIT SUISSE FIRST BOSTON

By:/s/ Jay Chall
   ---------------------------------------
   Name:  Jay Chall
   Title: Director

By:/s/ Stuart B. Ganes
   ---------------------------------------
   Name:  Stuart B. Ganes
   Title: Director	

SOCIETE GENERALE
By:

Name:

Title:

GOLDMAN SACHS CREDIT
PARTNERS LP
By:

Name:

Title:

COMERICA BANK

By:/s/ Ernest M. Zarb
   ---------------------------------------
   Name:  Ernest M. Zarb
   Title: Senior Vice President	

OAKTREE CAPITAL MANAGEMENT, LLC as general
 partner and/or investment manager of
certain funds and accounts it manages

By:/s/ Kenneth Liang
   ---------------------------------------
   Name:  Kenneth Liang
   Title: Managing Director

By:/s/ Matthew Barrett
   ---------------------------------------
   Name: Matthew Barrett
   Title: Managing Director	

PERRY PRINCIPALS, LLC

By: /s/ Nathaniel J. Klipper
   ---------------------------------------
   Name:  Nathaniel J. Klipper
   Title: Managing Director	

KEYBANK NA

By:/s/ Marvin S. Kodish
   ---------------------------------------
   Name:  Marvin S. Kodish
   Title: Senior Vice President	

WELLS FARGO BANK NA

By:/s/ Michael B. Sullivan
   ---------------------------------------
   Name:  Michael B. Sullivan
   Title: Senior Vice President	

SATELLITE SENIOR INCOME FUND
LLC

By:/s/ Mark Sonnino
   ---------------------------------------
   Name:  Mark Sonnino
   Title: Principal	

MARINER LDC
By:

Name:

Title:

NORTHWOODS CAPITAL III
LIMITED
By: Angelo, Gordon & Co., L.P., as
Collateral Manager

By:/s/ John W. Fraser
   ---------------------------------------
   Name:  John W. Fraser
   Title: Managing Director	

KENSINGTON INTERNATIONAL
LIMITED
By: Elliott International Capital Advisors
Inc. as attorney-in-fact
By:

Name:

Title:

PAM CAPITAL FUNDING LP
By: Highland Capital Management, L.P.
As Collateral Manager
By:

Name:

Title:

NORDDEUTSCHE LANDESBNK
GIROZENTRALE
By:

Name:

Title:

SUNTRUST BANK

By:/s/ Byron P. Kurtgis
   ---------------------------------------
   Name:  Byron P. Kurtgis
   Title: Director	

CERES II FINANCE LTD
By: INVESCO Senior Secured
Management, Inc., as Sub-Managing
Agent (Financial)

By:/s/ Scott Baskind
   ---------------------------------------
   Name:  Scott Baskind
   Title: Authorized Signatory	

FERNWOOD ASSOCIATES LP

By:/s/ David B. Forer
   ---------------------------------------
   Name:  David B. Forer
   Title: General Partner	

US BANK NA

By:/s/ Daniel J. Falstad
   ---------------------------------------
   Name:  Daniel J. Falstad
   Title: Vice President	

BANK OF AMERICA, N.A. DEBT
TRADING

By:/s/ Laura T. Sweet
   ---------------------------------------
   Name:  Laura T. Sweet
   Title: Assistant Vice President	

ML CBO IV CAYMAN LTD.
By: Highland Capital Management, L.P.
As Collateral Manager
By:

Name:

Title:

NATIONAL CITY BANK OF INDIANA

By:/s/ F. Richard Blankenship, III
   ---------------------------------------
   Name:  F. Richard Blankenship, III
   Title: Senior Vice President	

PAMCO CAYMAN LTD.
By: Highland Capital Management, L.P.
As Collateral Manager
By:

Name:

Title:

PRESIDENT & FELLOWS OF
HARVARD
By:

Name:

Title:

BRENCOURT SEC MASTER LTD

By:/s/ Victor Simonte
   ---------------------------------------
   Name:  Victor Simonte
   Title: Managing Director	

CANPARTNERS INVESTMENTS IV
LLC

By: /s/ R. Christian B. Evensen
   ---------------------------------------
   Name:  R. Christian B. Evensen
   Title: Authorized Signatory	

MERRILL LYNCH PIERCE FENNER &
SMITH

By:/s/ Graham Goldsmith
   --------------------------------------
   Name:  Graham Goldsmith
   Title: Managing Director	

NUVEEN SENIOR INCOME FUND
By:

Name:

Title:

AG CAPITAL FUNDING PARTNERS
LP
By: Angelo, Gordan & Co., L.P., as
Investment Adviser

By:/s/ John W. Fraser
   ---------------------------------------
   Name:  John W. Fraser
   Title: Managing Director	

HARBOURVIEW CDO II LTD
By:

Name:

Title:

SRF 2000 LLC
By:

Name:

Title:

SRF TRADING INC
By:

Name:

Title:

STEIN ROE FLOATING RATE
LIMITED LIABILITY COMPANY
By: Stein Roe & Farnham Incorporated,
As Advisor

By:/s/ Brian W. Good
   ---------------------------------------
   Name:  Brian W. Good
   Title: Senior Vice President	

MORGAN STANLEY EMERGING
MARKETS INC.

By:/s/ Edgar A. Sabounghi
   ---------------------------------------
   Name:  Edgar A. Sabounghi
   Title: Vice President	

AMMC CDO II, LTD
By: American Money Management Corp.,
as Collateral Manager

By:/s/ David P. Meyer
   ---------------------------------------
   Name:  David P. Meyer
   Title: Vice President	

NORTHWOODS CAPITAL LIMITED
By: Angelo, Gordon & Co., L.P., as
Collateral Manager

By:/s/ John W. Fraser
   ---------------------------------------
   Name:  John W. Fraser
   Title: Managing Director	

KZH CNC LLC

By:/s/ Anthony Iarrobino
   ---------------------------------------
   Name:  Anthony Iarrobino
   Title: Authorized Agent	

AMMC/CDO I LIMITED
By: American Money Management Corp.,
as Collateral Manager

By:/s/ David P. Meyer
   ---------------------------------------
   Name:  David P. Meyer
   Title: Vice President	

NORTHWOODS CAPITAL II LTD
By: Angelo, Gordon & Co., L.P., as
Collateral Manager

By:/s/ John W. Fraser
   ---------------------------------------
   Name:  John W. Fraser
   Title: Managing Director	

WINGED FOOT FUNDING TRUST
By:

Name:

Title:

LIBERTY-STEIN ROE ADVISOR
FLOATING RATE ADVANTAGE
FUND
By: Stein Roe & Farnham Incorporated,
As Advisor

By:/s/ Brian W. Good
   ---------------------------------------
   Name:  Brian W. Good
   Title: Senior Vice President and
          Portfolio Manager	

OPPENHEIMER SENIOR FLOATING
FUND
By:

Name:

Title:

KZH RIVERSIDE LLC
By:

Name:

Title:

ALLIANCE CAPITAL MANAGEMENT L.P.,
 as Manager on behalf of
ALLIANCE CAPITAL FUNDING, L.L.C.,
 as Assignee by: ALLIANCE CAPITAL
MANAGEMENT CORPORATION,
 General Partner of Alliance Capital
Management L.P.

By:/s/ Scott Van den Bosch
   ---------------------------------------
   Name:  Scott Van den Bosch
   Title: Assistant Vice President	

AMARANTH FUND LP

By:/s/ Charles H. Winkler
   ---------------------------------------
   Name:  Charles H. Winkler
   Title: Chief Operating Officer	

AVALON CAPITAL LTD. 2
By: INVESCO Senior Secured
Management Inc. As Portofolio
Advisor

By: /s/ Scott Baskind
   ---------------------------------------
   Name:  Scott Baskind
   Title: Authorized Signatory	

HARBOURVIEW CLO IV LTD
By:

Name:

Title:

SRS STRATEGIES (CAYMAN) LP
By: Stanfield Capital Partners LLC
As its Investment Manager

By:/s/ Kevin Schweitzer
   ---------------------------------------
   Name:  Kevin Schweitzer
   Title: Managing Director	

AMARA 2 FINANCE LTD.
By: INVESCO Senior Secured
Management, Inc., as Financial
Manager

By:/s/ Scott Baskind
   ---------------------------------------
   Name:  Scott Baskind
   Title: Authorized Signatory	

AMARA-1 FINANCE LTD.
By: INVESCO Senior Secured
Management, Inc., as Financial
Manager

By:/s/ Scott Baskind
   ---------------------------------------
   Name:  Scott Baskind
   Title: Authorized Signatory	

OASIS COLLATERALIZED HIGH
INCOME PORTFOLIOS-1, LTD.
By: INVESCO Senior Secured
Management Inc., As Subadvisor

By:/s/ Scott Baskind
   ---------------------------------------
   Name:  Scott Baskind
   Title: Authorized Signatory	

AXIS/SRS LIMITED
By: Stanfield Capital Partners LLC
As its Sub-Manager

By:/s/ Kevin Schweitzer
   ---------------------------------------
   Name:  Kevin Schweitzer
   Title: Managing Director	

Acknowledged by:
CIHC, INCORPORATED

By:/s/ Gary C. Wendt
   ------------------
Name:  Gary C. Wendt
Title: Chief Executive Officer	

SCHEDULE I

                                  Indebtedness
------------------------------------------------------------------------------------- -------------------------------
Indenture                                                                             Interest Payment Date
------------------------------------------------------------------------------------- -------------------------------
------------------------------------------------------------------------------------- -------------------------------
"Old" 8.75% Senior Notes due February 2004 issued pursuant to the Senior Indenture    August 9, 2002
dated November 13, 1997
------------------------------------------------------------------------------------- -------------------------------
------------------------------------------------------------------------------------- -------------------------------
"New" 8.75% Guaranteed Senior Notes due August 2006 issued pursuant to the First      August 9, 2002
Senior Indenture dated April 24, 2002 (the "New 8.75% Notes")
------------------------------------------------------------------------------------- -------------------------------
------------------------------------------------------------------------------------- -------------------------------
"Old" 6.4% Senior Notes due February 2003 issued pursuant to the Senior Indenture     August 12, 2002
dated November 13, 1997
------------------------------------------------------------------------------------- -------------------------------
------------------------------------------------------------------------------------- -------------------------------
"New" 6.4% Guaranteed Senior Notes due February 2004 issued pursuant to the First     August 12, 2002
Senior Indenture dated April 24, 2002 (the "New 6.4% Notes", and together with
the New 8.75% Notes, the "New Notes")
------------------------------------------------------------------------------------- -------------------------------
------------------------------------------------------------------------------------- -------------------------------
8.125% Senior Notes due February 2003 issued pursuant to the Senior Indenture dated   August 15, 2002
February 18, 1993
------------------------------------------------------------------------------------- -------------------------------
------------------------------------------------------------------------------------- -------------------------------
6.75% FELINE PRIDES due February 2003                                                 August 16, 2002
------------------------------------------------------------------------------------- -------------------------------	

SCHEDULE II
CFC Facilities
1. Third Amended and Restated Master Repurchase Agreement between Merrill Lynch Mortgage Capital Inc. and Green Tree Finance Corp. - Three dated April 5, 2001, and related documents entered into in connection therewith.
2. Second Amended and Restated Master Repurchase Agreement between Lehman Commercial Paper Inc. and Green Tree Finance Corp. - Five dated January 30, 2002, and related documents entered into in connection therewith.
3. Asset Assignment Agreement by and between Lehman Commercial Paper Inc. and Green Tree Residual Finance Corp. I dated February 13, 1998, and related documents entered into in connection therewith.
4. Master Repurchase Agreement between Green Tree Residual Finance Corp I and Lehman Brothers Inc., and related documents entered into in connection therewith.
5. Master Repurchase Agreement between Credit Suisse First Boston Mortgage Capital LLC and Green Tree Financial Corp. dated March 26, 1999, and related documents entered into in connection therewith.
6. Master Repurchase Agreement between Deutsche Banc Sharps Pixley Inc., Aspen Funding Corp. and Conseco Financing SP Corp. - Seven dated May 4, 2001, and related documents entered into in connection therewith.
7. Credit Agreement between Conseco Finance Corp. and U.S. Bank National Association dated as of December 27, 2000, and related documents entered into in connection therewith.

SCHEDULE III
Indebtedness (with cross-defaults)
1. 10.5% Senior Notes due December 2004 issued pursuant to the First Supplemental Indenture dated August 31, 1995 (to the Indenture dated December 15, 1994).
2. "Old" 10.75% Senior Notes due June 2008 issued pursuant to the First Senior Supplemental Indenture dated June 29, 2001 (to the Senior Indenture dated November 13, 1997).
3. "New" 10.75% Guaranteed Notes due June 2009 issued pursuant to the First Senior Supplemental Indenture dated April 24, 2002 (to the Second Senior Indenture dated April 24, 2002).