• the Company is required by holders of Existing Debentures to repurchase on September 30, 2010 pursuant to the terms of the Existing Debentures; and

• the aggregate principal amount of Existing Debentures redeemed by the Company on October 5, 2010, if any, pursuant to the terms of the Existing Debentures.

Pursuant to the terms of the Purchase Agreement, the Initial Purchaser's commitment to purchase the New Debentures from the Company pursuant to the terms of the Purchase Agreement became effective on October 16, 2009. The Purchase Agreement provides that the obligation of the Initial Purchaser to pay for and accept delivery of the New Debentures on each closing date is subject to the following conditions:
• there shall not have occurred and be continuing an Event of Default (as defined in the Company's senior credit agreement) under the Company's senior credit agreement;

• there shall not have occurred and be continuing an Event of Default (as defined in the indenture for the New Debentures) under any previously issued New Debentures (for the avoidance of doubt, an Event of Default that has occurred and is continuing prior to the closing date of the first series of New Debentures shall not be a condition to closing on such date);

• the closing of the first series of New Debentures shall have occurred simultaneously with the closing of the Company's private placement of shares of its common stock, par value $0.01 per share ("Common Stock") and warrants to Paulson & Co. Inc., on behalf of the several investment funds and accounts managed by it ("Paulson");

• on or prior to the closing of the first series of New Debentures, the Company shall have (1) received approval from the New York Stock Exchange (the "NYSE") under Section

312.05 of the NYSE Listed Company Manual to issue 16.4 million shares of Common Stock and warrants to purchase 5.0 million shares of Common Stock to Paulson and up to $293.0 million aggregate principal amount of New Debentures without obtaining shareholder approval and (2) notified all of the Company's shareholders by mail no later than 10 days prior to the first tender offer closing date of the Company's reliance on the exception to shareholder approval in accordance with Section 312.05 of the NYSE Listed Company Manual and of the approval of the audit committee of the board of directors of the Company on the Company's reliance on such shareholder approval exception;

• no governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, law, ordinance, rule, regulation, judgment, decree, injunction or other order (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins or otherwise prohibits the consummation of any transaction contemplated by the Purchase Agreement;

• the Initial Purchaser has received an opinion from the Company's counsel substantially to the effect set forth in the Purchase Agreement; and

• prior to (1) the closing date for the first series of New Debentures, the Company shall have filed with the Securities and Exchange Commission (the "SEC") a quarterly report on Form 10-Q for the Company's fiscal quarter ended September 30, 2009 on or before November 19, 2009; such Form 10-Q shall have included the financial statements required by Form 10-Q and such financial statements shall have been subject to a completed SAS 100 review by the Company's independent registered public accountants; and the Company's management shall not have concluded, in connection with such filing, that there is substantial doubt regarding the Company's ability to continue as a going concern, and (2) any subsequent closing date, the Company shall have filed with the SEC a quarterly report on Form 10-Q or an annual report on Form 10-K, as the case may be, within the deadline for such filing specified in such Form, for the immediately preceding fiscal period for which the deadline for the filing of such Form shall have passed prior to such closing date, and such Form filed by the Company shall have included the financial statements required by such Form, and such financial statements shall have been subject to a completed SAS 100 review or an audit report issued by the Company's independent registered public accountants, and neither the Company's management nor its independent registered public accountants shall have concluded, in connection with such filing, that there is substantial doubt regarding the Company's ability to continue as a going concern, provided, however, that filing any Form 10-Q or Form 10-K, as the case may be, referred to in this clause (2) within the deadline for such filing shall not be a condition to the Initial Purchaser's obligations if, on the business day following the date any such Form 10-Q or Form 10-K, as the case may be, was required to be filed, the Company provided the Initial Purchaser with an officer's certificate stating that the Company's failure to file such Form 10-Q or Form 10-K, as the case may be, within the SEC's deadline does not result from a conclusion on the part of the Company's management or its independent registered public accountants that there is substantial doubt regarding the Company's ability to continue as a going concern.

If on a closing date any of the conditions in the preceding paragraph have not been satisfied, the Company is under no obligation to sell and the Initial Purchaser is under no obligation to buy any New Debentures on such closing date or any future closing date, and the Purchase Agreement shall immediately terminate pursuant to the terms therein. In addition, at any time prior to the closing date for the first series of New Debentures, if the Company fails to file with the SEC a quarterly report on Form 10-Q for its fiscal quarter ended September 30, 2009, on or before November 19, 2009, the Initial Purchaser may, by prior written notice, elect to terminate the Purchase Agreement; furthermore after the closing date for the first series of New Debentures, if the Company fails to file any Form 10-Q or Form 10-K, as the case may be, within the SEC's deadlines and the Company fails to deliver the officer's certificate contemplated by the bullet point immediately preceding this paragraph, the Initial Purchaser may, by prior written notice, elect to terminate the Purchase Agreement prior to any subsequent closing date.
The earliest possible closing date of a series of New Debentures is the date the Company consummates the tender offer it commenced on October 15, 2009 (currently expected to be November 13, 2009) and the latest possible closing date of a series of New Debentures is October 5, 2010. Indenture and New Debentures
The New Debentures will rank equally in right of payment with all of the Company's unsecured and unsubordinated obligations, including the Existing Debentures. The New Debentures will be governed by an Indenture dated as of October 16, 2009 (the "Indenture") between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the "Trustee"). The New Debentures will bear interest at a rate of 7.0% per annum, which will be payable semi-annually on June 30 and December 30 of each year, commencing on the interest payment date immediately succeeding the issuance date of such series; provided, however, that if the issuance date of a series of New Debentures is after the close of business on the interest record for such interest payment date, the first interest payment date will instead be the second interest payment date immediately succeeding the issuance date of such series. The New Debentures will mature on December 30, 2016, unless earlier converted. The New Debentures may not be redeemed at the Company's election prior to the stated maturity date and the holders may not require the Company to repurchase the New Debentures at any time.
The New Debentures will not be convertible prior to June 30, 2013, except under limited circumstances. Commencing on June 30, 2013, the New Debentures will be convertible into shares of Common Stock at the option of the holder at any time, subject to certain exceptions, based on an initial conversion rate of 182.1494 shares of Common Stock per $1,000 principal amount of New Debentures, which is equivalent to an initial conversion price of approximately $5.49 per share of Common Stock. The conversion rate is subject to adjustment if certain events occur, as described in the Indenture. In addition, following a Make Whole Adjustment Event (as defined in the Indenture), the Company will, under certain circumstances, increase the conversion rate for a holder that elects to convert its New Debentures in connection with such event. In certain circumstances, the Company may elect to terminate the rights of holders of New Debentures to convert their New Debentures into shares of Common Stock.

Except as specified in the Indenture, if an Event of Default (as defined in the Indenture), other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Company or any Significant Subsidiary (as defined in the Indenture), occurs and is continuing, the Trustee or holders of more than 50% in principal amount of the outstanding New Debentures may declare the principal of and accrued but unpaid interest on all of the New Debentures to be due and payable. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Company or any Significant Subsidiary occurs, the principal of, and accrued but unpaid interest on all the New Debentures will become immediately due and payable without any declaration or other act on the part of the Trustee or any holders. The following are Events of Default with respect to the New Debentures:
• default in payment of any interest due and payable on the New Debentures and such default continues unremedied for 30 days;

• default in payment of principal of the New Debentures when the same becomes due and payable, whether at maturity, upon declaration of acceleration or otherwise;

• default by the Company or any of the Company's subsidiaries under any instrument or instruments evidencing indebtedness (other than the New Debentures) having an outstanding principal amount exceeding $50.0 million (or its equivalent in any other currency or currencies) that has caused the holders thereof to declare such indebtedness to be due and payable prior to its stated maturity;

• default in payment of indebtedness (other than in respect of swap contracts) for money borrowed by the Company or any of the Company's subsidiaries in an aggregate principal amount exceeding $50.0 million (or its equivalent in any other currency or currencies) when such indebtedness becomes due and payable at final maturity;

• a final judgment for a payment exceeding $50.0 million (excluding any amounts covered by insurance) rendered against the Company or any of the Company's subsidiaries, which judgment is not vacated, discharged or stayed within 30 days after (1) the date on which the right to appeal thereof has expired if no such appeal has commenced, or (2) the date on which all rights to appeal have been extinguished;

• default in the Company's performance of any other covenants or agreements in respect of the New Debentures contained in the Indenture or the New Debentures for 60 days (or (1) solely in the case of the reporting covenant and, if applicable, the covenant set forth in Section 314(a) of the Trust Indenture Act of 1939, as amended, 120 days and (2) solely in the case of the Company's failure to comply with its obligations to convert New Debentures or perform its covenant to reserve and list the Common Stock issuable upon conversion, 30 days) after written notice to the Company by the Trustee or to the Company and the Trustee by the holders of at least 25% in aggregate principal amount of all series of New Debentures then outstanding (acting together as a single class);

• the occurrence of a change of control after written notice is received by the Company not later than 90 days following the occurrence of such change of control (or with respect to any change of control that occurs prior to the issuance of the first series of

New Debentures, 90 days following the issuance date of such first series of New Debentures), to the Company by the Trustee or to the Company and the Trustee by the holders of at least 10% in aggregate principal amount of all series of New Debentures then outstanding (acting together as a single class); or

. . .

In accordance with the Purchase Agreement, the Company intends to issue up to $293.0 million in aggregate principal amount of the New Debentures. The number of shares of Common Stock that may be issued through the conversion of up to the $293.0 million aggregate principal amount of the New Debentures is 53,369,775 shares, subject to customary anti-dilution adjustments and any additional shares of Common Stock that holders of New Debentures may be entitled to receive in a conversion in connection with certain Make Whole Adjustment Events (as defined in the Indenture).
The offer and sale of the New Debentures to the Initial Purchaser was not registered under the Securities Act in reliance upon the exemption from registration under Section 4(2) of the Securities Act as such transaction did not involve a public offering of securities. The Initial Purchaser then offered for resale the New Debentures to qualified institutional buyers pursuant to the exemption from registration provided by Rule 144A under the Securities Act. The Company relied on these exemptions from registration based in part on representations made by the Initial Purchaser. Item 8.01. Other Events.
On October 14, 2009, the Company issued a press release announcing the pricing of the offering of New Debentures and stating that the Company has been informed by the Initial Purchaser that Paulson has entered into an agreement with the Initial Purchaser to purchase up to $200.0 million aggregate principal amount of the New Debentures. The press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

CAUTIONARY LANGUAGE CONCERNING FORWARD-LOOKING STATEMENTS
   Information set forth in this Current Report on Form 8-K (including the
exhibits and attachments hereto) contains forward-looking statements within the
meaning of the federal securities laws and the Private Securities Litigation
Report Act of 1995. These forward-looking statements are subject to a number of
risks and uncertainties. A discussion of factors that may affect future results
is contained in the Company's filings with the SEC. The Company disclaims any
obligation to update forward-looking statements except as may be required by
law.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.

Exhibit No.                                   Description


4.1            Indenture, dated as of October 16, 2009, between Conseco, Inc. and The
               Bank of New York Mellon Trust Company, N.A., as trustee.

Exhibit No.                                   Description


4.2            Form of 7.0% Convertible Senior Debentures due 2016 (included in
               Exhibit 4.1).

10.1           Purchase Agreement, dated as of October 14, 2009, between Conseco, Inc.
               and Morgan Stanley & Co. Incorporated (incorporated by reference to
               Exhibit (b)(1) of the Company's Schedule TO filed on October 15, 2009).

99.1           Press Release issued October 14, 2009.