AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT
Amendment No. 2 is made to that certain Employment Agreement dated
July 1, 1991, as amended by Amendment No. 1 dated March 12, 1996 (as so amended,
the "Employment Agreement"), between Conseco, Inc. (the "Company") and ▇▇▇▇▇▇ ▇.
▇▇▇▇ ("Executive").
NOW, THEREFORE, in consideration of the mutual covenants contained
herein and in the Employment Agreement, Company and Executive agree as follows:
1. Amendment to Section 6(e). Section 6(e) of the Employment Agreement,
which relates to reimbursement of medical expenses, shall be amended by
removing the words "Three Thousand Dollars ($3,000)" and replacing them
with the words "Ten Thousand Dollars ($10,000)".
2. Amendment to Section 12. The last paragraph of Section 12 of the
Employment Agreement shall be amended and restated in its entirety to
read as follows:
In the event that Executive makes an election pursuant to this
Section to receive a lump sum severance allowance of the amount
described in clauses (a) and (b), then, in addition to such amount, he
shall receive (i) in addition to the benefits provided under any
retirement or pension benefit plan maintained by the Company, the
benefits he would have accrued under such benefit plan if he had
remained in the employ of the Company and such plan had remained in
effect for 60 calendar months after his termination, which benefits
will be paid concurrently with, and in addition to, the benefits
provided under such benefit plan, and (ii) the employee benefits
(including, but not limited to, coverage under any medical insurance
and split-dollar life insurance arrangements or programs) to which he
would have been entitled under all employee benefit plans, programs or
arrangements maintained by the Company if he had remained in the employ
of the Company and such plans, programs or arrangements had remained in
effect for 60 calendar months after his termination; or the value of
the amounts described in clauses (i) and (ii) next preceding. The
amount of the payments described in the preceding sentence shall be
determined and such payments shall be distributed as soon as it is
reasonably possible.
3. Amendment to Section 13. Section 13 of the Employment Agreement shall
be amended and restated in its entirety to read as follows:
13. Tax Indemnity Payments. To the extent that any payments made to
Executive pursuant to Section 11, 12 or 14 constitute an "excess
parachute
payment", as such term is defined in Section 280G(b)(1) of the Internal
Revenue Code, as amended (the "Code"), the Company shall pay to
Executive an amount equal to (x) divided by (y), where (x) is the
aggregate dollar amount of excise taxes Executive becomes obligated to
pay on such "excess parachute payments" pursuant to Section 4999 of the
Code and (y) is 1-[.2+ the maximum federal income tax rate for single
individuals applicable for the year in which Executive receives the
payment provided under this Section]; it being the intent of this
Section that if Executive incurs any such excise tax, the payments to
him shall be grossed up in full for such excise tax, so that the amount
he retains after paying all federal income taxes due with respect to
payments to him under this Agreement is the same as what he would have
retained if Section 280G of the Code had not been applicable.
4. Except as modified by this Amendment No. 2 and any previous addenda or
amendment not in conflict herewith, the parties confirm that the
Employment Agreement remains in full force and effect in accordance
with its terms.
IN WITNESS WHEREOF, the Company and Executive have executed this
Amendment No. 2 to be effective this 29th day of October, 1997.
CONSECO, INC.
By: /s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇,
Chairman of the Board
"Company"
/s/▇▇▇▇▇▇ ▇. ▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇
"Executive"
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