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                                                                     Exhibit 4.9

                                                                  EXECUTION COPY

                                  CONSECO, INC.
                         REGISTRATION RIGHTS AGREEMENT


                                                              New York, New York
                                                                  April 24, 2002

Banc of America Securities LLC
J.P. Morgan Securities Inc.
Lehman Brothers Inc.
   as Dealer Managers

c/o Banc of America Securities LLC
100 North Tryon Street, Seventh Floor
Charlotte, NC 28255


Ladies and Gentlemen:

                  Conseco, Inc., an Indiana corporation (the "Company"), plans
to make offers to exchange (collectively, the "Initial Exchange Offer") (i) 8.5%
guaranteed senior notes due 2003 (the "New 8.5% Notes") for its outstanding 8.5%
senior notes due 2002 (the "8.5% Notes"), (ii) 6.4% guaranteed senior notes due
2004 (the "New 6.4% Notes") for its outstanding 6.4% senior notes due 2003 (the
"6.4% Notes"), (iii) 8.75% guaranteed senior notes due 2006 (the "New 8.75%
Notes") for its outstanding 8.75% senior notes due 2004 (the "8.75% Notes"),
(iv) 6.8% guaranteed senior notes due 2007 (the "New 6.8% Notes") for its
outstanding 6.8% senior notes due 2005 (the "6.8% Notes"), (v) 9% guaranteed
senior notes due 2008 (the "New 9% Notes") for its outstanding 9% senior notes
due 2006 (the "9% Notes") and (vi) 10.75% senior notes due 2009 (the "New 10.75%
Notes" and, together with the New 8.5% Notes, the New 6.4% Notes, the New 8.75%
Notes, the New 6.8% Notes and the New 9% Notes, the "New Notes") for its
outstanding 10.75% senior notes due 2008 (the "10.75% Notes" and, together with
the 8.5% Notes, the 6.4% Notes, the 8.75% Notes, the 6.8% Notes and the 9%
Notes, the "Old Notes"), upon the terms set forth in a Dealer Manager Agreement
(the "Dealer Manager Agreement") dated as of March 18, 2002, among the Company,
the Guarantor (as defined below) and you as the dealer managers (the "Dealer
Managers"), relating to the Initial Exchange Offer. The New Notes will be
guaranteed by CIHC, Incorporated, a Delaware corporation and a wholly owned
subsidiary of the Company (the "Guarantor" and, together with the Company, the
"Issuers"). The New Notes are to be issued under two indentures, one of which
will govern the New 10.75% Notes and the other will govern the other five New
Notes (together, the "Indenture"), in each case, among the Company, the
Guarantor and State Street Bank and Trust Company, as trustee (the "Trustee").
To induce the Dealer Managers to enter into the Dealer Manager Agreement and to
satisfy a condition of your obligations thereunder, the Issuers, jointly and
severally, agree with you for your benefit and the benefit of the holders (each
a "Holder" and, together, the "Holders") from time to time of the New Notes or
the Exchange Notes (as hereinafter defined), as follows:
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                  1. Definitions. Capitalized terms used herein without
definition shall have their respective meanings set forth in the Dealer Manager
Agreement. As used in this Agreement, the following capitalized defined terms
shall have the following meanings:

                  "Additional Interest" shall have the meaning set forth in
Section 5 hereto.

                  "Affiliate" of any specified person shall mean any other
person that, directly or indirectly, is in control of, is controlled by, or is
under common control with, such specified person. For purposes of this
definition, control of a person shall mean the power, direct or indirect, to
direct or cause the direction of the management and policies of such person
whether by contract or otherwise; and the terms "controlling" and "controlled"
shall have meanings correlative to the foregoing.

                  "Broker-Dealer" shall mean any broker or dealer registered as
such under the Exchange Act.

                  "Business Day" shall mean any day other than a Saturday, a
Sunday or a legal holiday or a day on which banking institutions or trust
companies are authorized or obligated by law to close in New York City, New
York.

                  "Commission" shall mean the Securities and Exchange
Commission.

                  "Dealer Manager" shall have the meaning set forth in the
preamble hereto.

                  "Dealer Manager Agreement" shall have the meaning set forth in
the preamble hereto.

                  "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended, and the rules and regulations of the Commission promulgated
thereunder.

                  "Exchange Offer Registration Period" shall mean the one-year
period following the consummation of the Registered Exchange Offer, exclusive of
any period during which any stop order shall be in effect suspending the
effectiveness of the Exchange Offer Registration Statement.

                  "Exchange Offer Registration Statement" shall mean a
registration statement of the Issuers on an appropriate form under the
Securities Act with respect to the Registered Exchange Offer, all amendments and
supplements to such registration statement, including post-effective amendments
thereto, in each case including the Prospectus contained therein, all exhibits
thereto and all material incorporated by reference therein.

                  "Exchange Notes" shall mean debt securities of the Company,
guaranteed by the Guarantor, identical in all material respects to the New Notes
(except that the cash interest and interest rate step-up provisions and the
transfer restrictions shall be modified or eliminated, as appropriate) and to be
issued under the Exchange Notes Indenture.

                  "Exchange Notes Indenture" shall mean an indenture among the
Company, the Guarantor and the Exchange Notes Trustee, identical in all material
respects to the Indenture


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(except that the cash interest and interest rate step-up provisions and the
transfer restrictions shall be modified or eliminated, as appropriate) entered
into in connection with the issuance of the Exchange Notes.

                  "Exchange Notes Trustee" shall mean a bank or trust company
reasonably satisfactory to the Dealer Manager, as trustee with respect to the
Exchange Notes under the Exchange Notes Indenture.

                  "Exchanging Dealer" shall mean any Holder (which may include
any Dealer Manager) that is a Broker-Dealer and elects to exchange any New Notes
that it acquired for its own account as a result of market-making activities or
other trading activities (but not directly from the Company or any Affiliate of
the Company) for Exchange Notes.

                  "Expiration Date" shall have the meaning set forth in Section
2(c)(ii) hereto.

                  "Fee" shall have the meaning set forth in the Dealer Manager
Agreement.

                  "Guarantor" shall have the meaning set forth in the preamble
hereto.

                  "Holder" shall have the meaning set forth in the preamble
hereto.

                  "Indenture" shall have the meaning set forth in the preamble
hereto.

                  "Initial Exchange Offer" shall have the meaning set forth in
the preamble hereto.

                  "Issuers" shall have the meaning set forth in the preamble
hereto.

                  "Losses" shall have the meaning set forth in Section 7(d)
hereof.

                  "Majority Holders" shall mean, on any date, the Holders of a
majority of the aggregate principal amount of the New Notes registered or to be
registered under a Registration Statement.

                  "Managing Underwriters" shall mean the investment banker or
investment bankers and manager or managers that shall administer any
underwritten offering.

                  "New Notes" shall have the meaning set forth in the preamble
hereto.

                  "Old Notes" shall have the meaning set forth in the preamble
hereto.

                  "Prospectus" shall mean the prospectus included in any
Registration Statement (including, without limitation, a prospectus that
discloses information previously omitted from a prospectus filed as part of an
effective registration statement in reliance upon Rule 430A under the Securities
Act), as amended or supplemented by any prospectus supplement, with respect to
the terms of the offering of any portion of the New Notes or the Exchange Notes
covered by such Registration Statement, and all amendments and supplements
thereto and all material incorporated by reference therein.


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                  "Registered Exchange Offer" shall mean the proposed offer of
the Issuers to issue and deliver to the Holders of the New Notes that are not
prohibited by any law or policy of the Commission from participating in such
offer, in exchange for the New Notes, a like aggregate principal amount of the
Exchange Notes.

                  "Registration Statement" shall mean any Exchange Offer
Registration Statement or Shelf Registration Statement that covers any of the
New Notes or the Exchange Notes pursuant to the provisions of this Agreement,
any amendments and supplements to such registration statement, including
post-effective amendments (in each case including the Prospectus contained
therein), all exhibits thereto and all material incorporated by reference
therein.

                  "Securities Act" shall mean the Securities Act of 1933, as
amended, and the rules and regulations of the Commission promulgated thereunder.

                  "Settlement Date" shall mean the date on which the Initial
Exchange Offer has been consummated.

                  "Shelf Registration" shall mean a registration under the
Securities Act effected pursuant to Section 3 hereof.

                  "Shelf Registration Period" has the meaning set forth in
Section 3(b) hereof.

                  "Shelf Registration Statement" shall mean a "shelf"
registration statement of the Company pursuant to the provisions of Section 3
hereof which covers some or all of the New Notes, on an appropriate form under
Rule 415 under the Securities Act, or any similar rule that may be adopted by
the Commission, amendments and supplements to such registration statement,
including (i) post-effective amendments and (ii) any "shelf" registration
statement filed prior to the date of this Agreement under which the Company may
register resales of the New Notes, in each case including the Prospectus
contained therein, all exhibits thereto and all material incorporated by
reference therein.

                  "Trustee" shall have the meaning set forth in the preamble
hereto.

                  "Trust Indenture Act" shall mean the Trust Indenture Act of
1939, as amended, and the rules and regulations of the Commission promulgated
thereunder.

                  "Underwriter" shall mean any underwriter of New Notes in
connection with an offering thereof under a Shelf Registration Statement.

                  1. Registered Exchange Offer. (a) The Issuers shall prepare
and, not later than 60 days following the Settlement Date (or if such 60th day
is not a Business Day, the next succeeding Business Day), shall file with the
Commission the Exchange Offer Registration Statement with respect to the
Registered Exchange Offer. The Issuers shall use their best efforts to (i) cause
the Exchange Offer Registration Statement to become effective under the
Securities Act within 150 days of the Settlement Date (or if such 150th day is
not a Business Day, the next succeeding Business Day) and (ii) consummate the
Registered Exchange Offer within 195 days


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of the Settlement Date (or if such 195th day is not a Business Day, the next
succeeding Business Day).

         (a) Upon the effectiveness of the Exchange Offer Registration
Statement, the Issuers shall promptly commence the Registered Exchange Offer, it
being the objective of such Registered Exchange Offer to enable each Holder
electing to exchange New Notes for Exchange Notes (provided that such Holder is
not an Affiliate of any of the Issuers, acquires the Exchange Notes in the
ordinary course of such Holder's business, has no arrangements with any person
to participate in the distribution of the Exchange Notes and is not prohibited
by any law, rule or policy of the Commission from participating in the
Registered Exchange Offer) to trade such Exchange Notes from and after their
receipt without any limitations or restrictions under the Securities Act and
without material restrictions under the securities laws of a substantial
proportion of the several states of the United States.

         (b) In connection with the Registered Exchange Offer, the Issuers shall

                  (i) mail to each Holder a copy of the Prospectus forming part
         of the Exchange Offer Registration Statement, together with an
         appropriate letter of transmittal and related documents;

                  (ii) keep the Registered Exchange Offer open for not less than
         20 Business Days and not more than 30 Business Days after the date
         notice thereof is mailed to the Holders (or, in each case, longer if
         required by applicable law) (the "Expiration Date");

                  (iii) use their best efforts to keep the Exchange Offer
         Registration Statement continuously effective under the Securities Act,
         supplemented and amended as required under the Securities Act to ensure
         that it is available for sales of Exchange Notes by Exchanging Dealers
         during the Exchange Offer Registration Period;

                  (iv) utilize the services of a depositary for the Registered
         Exchange Offer with an address in the Borough of Manhattan in New York
         City, which may be the Trustee, the Exchange Notes Trustee or an
         Affiliate of either of them;

                  (v) permit Holders to withdraw tendered New Notes at any time
         prior to the close of business, New York time, on the last Business Day
         on which the Registered Exchange Offer is open;

                  (vi) prior to effectiveness of the Exchange Offer Registration
         Statement, provide a supplemental letter to the Commission (A) stating
         that the Issuers are conducting the Registered Exchange Offer in
         reliance on the position of the Commission in Exxon Capital Holdings
         Corporation (pub. avail. May 13, 1988) and Morgan Stanley and Co., Inc.
         (pub. avail. June 5, 1991), and (B) including a representation that the
         Issuers have not entered into any arrangement or understanding with any
         person to distribute the Exchange Notes to be received in the
         Registered Exchange Offer and that, to the best of the Issuers'
         information and belief, each Holder participating in the Registered
         Exchange Offer is acquiring the Exchange Notes in the


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         ordinary course of business and has no arrangement or understanding
         with any person to participate in the distribution of the Exchange
         Notes; and

                  (vii) comply in all respects with all applicable laws.

                  (c) As soon as practicable after the close of the Registered
Exchange Offer, the Issuers shall:

                  (i) accept for exchange all New Notes tendered and not validly
         withdrawn pursuant to the Registered Exchange Offer;

                  (ii) deliver to the Trustee for cancellation in accordance
         with Section 4(t) hereof all New Notes so accepted for exchange; and

                  (iii) cause the Exchange Notes Trustee promptly to
         authenticate and deliver to each Holder of New Notes a principal amount
         of Exchange Notes equal to the principal amount of the New Notes of
         such Holder so accepted for exchange.

                  (d) Each Holder hereby acknowledges and agrees that any
Broker-Dealer and any such Holder using the Registered Exchange Offer to
participate in a distribution of the Exchange Notes (x) could not under
Commission policy as in effect on the date of this Agreement rely on the
position of the Commission in Morgan Stanley and Co., Inc. (pub. avail. June 5,
1991) and Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), as
interpreted in the Commission's letter to Shearman & Sterling dated July 2, 1993
and similar no-action letters, and (y) must comply with the registration and
prospectus delivery requirements of the Securities Act in connection with any
secondary resale transaction, and any secondary resale transactions by such
Holder must be covered by an effective registration statement containing the
selling security holder and plan of distribution information required by Item
507 or 508, as applicable, of the Commission's Regulation S-K if the resales are
of Exchange Notes obtained by such Holder in exchange for New Notes acquired by
such Holder directly from any of the Issuers or one of their respective
Affiliates. Accordingly, each Holder participating in the Registered Exchange
Offer shall be required to represent to the Issuers that, at the time of the
consummation of the Registered Exchange Offer:

                  (i) any Exchange Notes received by such Holder will be
         acquired in the ordinary course of such Holder's business;

                  (ii) such Holder will have no arrangement or understanding
         with any person to participate in the distribution of the New Notes or
         the Exchange Notes within the meaning of the Securities Act; and

                  (iii) such Holder is not an Affiliate of any of the Issuers.

                  (e) Notwithstanding anything herein contained, the Issuers may
concurrently offer to the holders of the Old Notes the Registered Exchange Offer
on substantially the same terms and conditions as set forth herein.


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                  3. Shelf Registration. (a) If (i) due to any change in law or
applicable interpretations thereof by the Commission's staff, the Issuers
determine upon advice of their outside counsel that they are not permitted to
effect the Registered Exchange Offer as contemplated by Section 2 hereof; or
(ii) for any other reason the Registered Exchange Offer is not consummated
within 195 days of the Settlement Date; or (iii) any Holder is not eligible to
participate in the Registered Exchange Offer, the Issuers shall effect a Shelf
Registration Statement in accordance with subsection (b) below.

                  (a) The Issuers shall as promptly as practicable (but in no
event more than 30 days after so required or requested pursuant to this Section
3), file with the Commission and thereafter shall use their best efforts to
cause to be declared effective under the Securities Act a Shelf Registration
Statement relating to the offer and sale of the New Notes by the Holders thereof
from time to time in accordance with the methods of distribution elected by such
Holders and set forth in such Shelf Registration Statement; provided, however,
that no Holder shall be entitled to have the New Notes held by it covered by
such Shelf Registration Statement unless such Holder agrees in writing to be
bound by all of the provisions of this Agreement applicable to such Holder; and
provided further that with respect to a Shelf Registration Statement required
pursuant to clause (ii) of Section 3(a), the consummation of a Registered
Exchange Offer shall relieve the Issuers of their obligations under this Section
3(b) but only in respect of their obligations under such clause (ii) of Section
3(a).

                  (i) The Issuers shall use their best efforts to keep the Shelf
         Registration Statement continuously effective, supplemented and amended
         as required by the Securities Act, in order to permit the Prospectus
         forming part thereof to be usable by Holders for a period of two years
         from the date the Shelf Registration Statement is declared effective by
         the Commission or such shorter period that will terminate when all the
         New Notes covered by the Shelf Registration Statement have been sold
         pursuant to the Shelf Registration Statement (in any such case, such
         period being called the "Shelf Registration Period"). The Issuers shall
         be deemed not to have used their best efforts to keep the Shelf
         Registration Statement effective during the requisite period if they
         voluntarily take any action that would result in Holders of New Notes
         covered thereby not being able to offer and sell such New Notes during
         that period, unless (A) such action is required by applicable law or
         (B) such action is taken by the Issuers in good faith and for valid
         business reasons (not including avoidance of the Issuers' obligations
         hereunder), including, without limitation, the acquisition or
         divestiture of assets, so long as the Issuers promptly thereafter
         comply with the requirements of Section 4(k) hereof, if applicable.

                  (ii) The Issuers shall cause the Shelf Registration Statement
         and the related Prospectus and any amendment or supplement thereto, as
         of the effective date of the Shelf Registration Statement or such
         amendment or supplement, (A) to comply in all material respects with
         the applicable requirements of the Securities Act and the rules and
         regulations of the Commission; and (B) not to contain any untrue
         statement of a material fact or omit to state a material fact required
         to be stated therein or necessary in order to make the statements
         therein (in the case of a Prospectus contained therein, in the light of
         the circumstances under which they were made) not misleading.


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<PAGE>
                  4. Additional Registration Procedures. In connection with any
Shelf Registration Statement and, to the extent applicable, any Exchange Offer
Registration Statement, the following provisions shall apply.

                  (a) The Issuers shall:

                  (i) furnish to you, at a reasonable time prior to the filing
         thereof with the Commission, a copy of any Exchange Offer Registration
         Statement and any Shelf Registration Statement, and each amendment
         thereof and each amendment or supplement, if any, to the Prospectus
         included therein (including all documents incorporated by reference
         therein after the initial filing) and shall use their best efforts to
         reflect in each such document, when so filed with the Commission, such
         comments as you reasonably propose;

                  (ii) include the information, substantially in the form set
         forth in Annex A hereto, on the facing page of the Exchange Offer
         Registration Statement, in Annex B hereto in the forepart of the
         Exchange Offer Registration Statement in a section setting forth
         details of the Registered Exchange Offer, in Annex C hereto in the
         underwriting or plan of distribution section of the Prospectus
         contained in the Exchange Offer Registration Statement, and in Annex D
         hereto in the letter of transmittal delivered pursuant to the
         Registered Exchange Offer; and

                  (iii) in the case of a Shelf Registration Statement, include
         the information regarding the Holders that propose to sell New Notes
         pursuant to the Shelf Registration Statement as selling security
         holders.

                  (b) The Issuers shall ensure that:

                  (i) any Registration Statement and any amendment thereto and
         any Prospectus forming part thereof and any amendment or supplement
         thereto complies in all material respects with the Securities Act and
         the rules and regulations thereunder; and

                  (ii) any Registration Statement and any amendment thereto does
         not, when it becomes effective, contain an untrue statement of a
         material fact or omit to state a material fact required to be stated
         therein or necessary to make the statements therein not misleading.

                  (c) The Issuers shall advise you, the Holders of New Notes or
Exchange Notes, as the case may be, covered by any Registration Statement and
any Exchanging Dealer under any Exchange Offer Registration Statement that has
provided in writing to the Issuers a telephone or facsimile number and address
for notices, and, if requested by you or any such Holder or Exchanging Dealer,
shall confirm such advice in writing (which notice pursuant to clauses (ii)-(v)
below shall be accompanied by an instruction to suspend the use of the
Prospectus until the Issuers shall have remedied the basis for such suspension):

                  (i) when a Registration Statement and any amendment thereto
         has been filed with the Commission and when such Registration Statement
         or any post-effective amendment thereto has become effective;


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                  (ii) of any request by the Commission for any amendment or
         supplement to a Registration Statement or the Prospectus or for
         additional information;

                  (iii) of any Issuer's knowledge of the issuance by the
         Commission of any stop order suspending the effectiveness of a
         Registration Statement or the initiation or threatening of any
         proceedings for that purpose;

                  (iv) of the receipt by any Issuer of any notification with
         respect to the suspension of the qualification of the securities
         included in any Registration Statement for sale in any jurisdiction or
         the initiation of any proceeding for such purpose; and

                  (v) of the happening of any event that requires any change in
         a Registration Statement or the Prospectus so that, as of such date,
         the statements therein do not contain any untrue statement of a
         material fact and do not omit to state a material fact required to be
         stated therein or necessary to make the statements therein (in the case
         of the Prospectus, in the light of the circumstances under which they
         were made) not misleading.

                  Upon receiving notice of the occurrence of any of the events
listed in this Section 4(c), each Holder will, upon request by the Company in
writing, immediately discontinue disposition of New Notes or Exchange Notes
pursuant to a Registration Statement until such Holder's receipt of copies of
the supplemented or amended Prospectus contemplated by Section 4(k) hereof or
until it is advised in writing by the Issuers that use of the applicable
Prospectus may resume, and, if so directed by the Issuers, such Holder will
deliver to the Company (at the Issuers' expense) all copies in such Holder's
possession, other than permanent file copies, of the Prospectus covering such
New Notes or Exchange Notes that was current at the time of receipt of such
notice.

                  (d) The Issuers shall use their best efforts to prevent the
issuance and, if issued, to obtain the withdrawal at the earliest possible time
of any order suspending the effectiveness of any Registration Statement or the
qualification of the securities therein for sale in any jurisdiction.

                  (e) The Issuers shall promptly furnish to each Holder of New
Notes covered by any Shelf Registration Statement, without charge, at least one
copy of such Shelf Registration Statement and any post-effective amendment
thereto, including all material incorporated therein by reference, and, if the
Holder so requests in writing, all exhibits thereto (including exhibits
incorporated by reference therein).

                  (f) The Issuers shall, during the Shelf Registration Period,
promptly deliver to you and to each Holder, and any sales or placement agents or
underwriters acting on behalf of such Holder of New Notes covered by any Shelf
Registration Statement, without charge, as many copies of the Prospectus
(including each preliminary Prospectus) included in such Shelf Registration
Statement and any amendment or supplement thereto as such person may reasonably
request. The Issuers consent to the use of the Prospectus or any amendment or
supplement thereto by each of the foregoing in connection with the offering and
sale of the New


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Notes covered by the Prospectus, or any amendment or supplement thereto,
included in the Shelf Registration Statement.

                  (g) The Issuers shall furnish to each Exchanging Dealer which
so requests, without charge, at least one copy of the Exchange Offer
Registration Statement and any post-effective amendment thereto, including all
material incorporated by reference therein, and, if the Exchanging Dealer so
requests in writing, all exhibits thereto (including exhibits incorporated by
reference therein).

                  (h) The Issuers shall promptly deliver to you and to each
Holder, each Exchanging Dealer and each other person required to deliver a
Prospectus during the Exchange Offer Registration Period, without charge, as
many copies of the Prospectus included in such Exchange Offer Registration
Statement and any amendment or supplement thereto as any such person may
reasonably request. The Issuers consent to the use of the Prospectus or any
amendment or supplement thereto by you, any Holder, any Exchanging Dealer and
any such other person that may be required to deliver a Prospectus following the
Registered Exchange Offer in connection with the offering and sale of the
Exchange Notes covered by the Prospectus, or any amendment or supplement
thereto, included in the Exchange Offer Registration Statement.

                  (i) Prior to the Registered Exchange Offer or any other
offering of New Notes or Exchange Notes, as the case may be, pursuant to any
Registration Statement, the Issuers shall arrange, if necessary, for the
qualification of the New Notes or the Exchange Notes, as the case may be, for
sale under the laws of such jurisdictions as any Holder shall reasonably request
and will maintain such qualification in effect so long as required; provided
that in no event shall the Issuers be obligated to (i) qualify to do business or
as a broker or dealer of securities in any jurisdiction where it is not then so
qualified, (ii) take any action that would subject it to service of process in
suits, other than those arising out of the Initial Exchange Offer, the
Registered Exchange Offer or any offering pursuant to a Shelf Registration
Statement, in any such jurisdiction where it is not then so subject or (iii)
subject itself to taxation in any jurisdiction if it is not already so subject.

                  (j) The Issuers shall cooperate with the Holders of New Notes
or Exchange Notes, as the case may be, to facilitate the timely preparation and
delivery of certificates representing New Notes or Exchange Notes to be issued
or sold pursuant to any Registration Statement free of any restrictive legends
and in such denominations and registered in such names as Holders may request.

                  (k) Upon the occurrence of any event contemplated by
subsections (ii) through (v) of Section 4(c) hereof, the Issuers shall promptly
prepare a post-effective amendment to the applicable Registration Statement or
an amendment or supplement to the related Prospectus or file any other required
document so that, as thereafter delivered to the persons entitled to the
delivery thereof pursuant to Section 4(c) hereof, the Prospectus will not
include an untrue statement of a material fact or omit to state any material
fact necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading, and to notify each Holder to suspend
use of the Prospectus as promptly as practicable after the occurrence of such an
event, and each Holder hereby agrees to suspend use


                                       10
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of the Prospectus until the Issuers have amended or supplemented the Prospectus
to correct such misstatement or omission. In such circumstances, the period of
effectiveness of the Exchange Offer Registration Statement provided for in
Section 2 and the Shelf Registration Statement provided for in Section 3(b)
shall each be extended by the number of days from and including the date of the
giving of a notice of suspension pursuant to Section 4(c) hereof to and
including the date the persons entitled to the delivery thereof pursuant to
Section 4(c) hereof shall have received such amended or supplemented Prospectus
pursuant to this Section 4(k).

                  (l) (A) Not later than the effective date of an Exchange Offer
Registration Statement, the Issuers shall provide a CUSIP number for the
Exchange Notes registered under such Exchange Offer Registration Statement and
provide the Exchange Notes Trustee with printed certificates for such Exchange
Notes, free of any restrictive legends, in a form eligible for deposit with The
Depository Trust Company ("DTC") and (B) on the first business day following the
effective date of any Shelf Registration Statement hereunder or as soon as
possible thereafter, the Issuers shall use their best efforts to cause DTC to
remove (1) from any existing CUSIP number assigned to the New Notes any
designation indicating that the New Notes are "restricted securities," which
efforts shall include delivery to DTC of a letter executed by the Company
substantially in the form of Exhibit A hereto and (2) any other stop or
restriction on DTC's system with respect to the New Notes. In the event the
Issuers are unable to cause DTC to take the actions described in the immediately
preceding sentence, the Issuers shall take such actions as the Majority Holders
may reasonably request to provide, as soon as practicable, a CUSIP number for
the New Notes registered under the Shelf Registration Statement and to cause the
CUSIP number to be assigned to the New Notes or Exchange Notes, as the case may
be (or to the maximum aggregate principal amount of the New Notes or Exchange
Notes, as the case may be, to which such number may be assigned). Upon
compliance with the foregoing requirements of this Section 4(l)(B), the Company
shall provide the Trustee with printed certificates for such New Notes in a form
eligible for deposit with DTC.

                  (m) The Issuers shall comply with all applicable rules and
regulations of the Commission and shall make generally available to its security
holders as soon as practicable after the effective date of the applicable
Registration Statement an earnings statement satisfying the provisions of
Section 11(a) of the Securities Act.

                  (n) The Issuers shall cause the Indenture or the Exchange
Notes Indenture, as the case may be, to be qualified under the Trust Indenture
Act in a timely manner.

                  (o) The Issuers may require each Holder of New Notes to be
sold pursuant to any Shelf Registration Statement to furnish to the Issuers such
information regarding the Holder and the distribution of such New Notes as the
Issuers may from time to time reasonably require for inclusion in such Shelf
Registration Statement. The Issuers may exclude from such Shelf Registration
Statement the New Notes of any Holder that fails to furnish such information
within a reasonable time after receiving such request.

                  (p) The Issuers shall, if requested, use their best efforts to
incorporate promptly in a Prospectus supplement or post-effective amendment to a
Shelf Registration Statement such information as a Holder may reasonably provide
from time to time to the Company in writing for inclusion in a Prospectus or any
Shelf Registration Statement concerning


                                       11
<PAGE>
such Holder and the distribution of such Holder's New Notes and shall make all
required filings of such Prospectus supplement or post-effective amendment as
soon as reasonably possible after receipt of notification of the matters to be
incorporated in such Prospectus supplement or post-effective amendment.

                  (q) In the case of any Shelf Registration Statement, the
Issuers shall enter into such agreements and take all other reasonable and
appropriate actions (including if requested an underwriting agreement in
customary form) in order to expedite or facilitate the registration or the
disposition of the New Notes or Exchange Notes, as the case may be, and in
connection therewith, if an underwriting agreement is entered into, cause the
same to contain indemnification provisions and procedures no less favorable than
those set forth in Section 7 (or such other provisions and procedures acceptable
to the Majority Holders and the Managing Underwriters, if any, with respect to
all parties to be indemnified pursuant to Section 7).

                  (r) In the case of any Shelf Registration Statement, the
Issuers shall:

                  (i) make reasonably available for inspection by the selling
         Holders of New Notes to be registered thereunder, any underwriter
         participating in any disposition pursuant to such Shelf Registration
         Statement, and any attorney, accountant or other agent retained by the
         selling Holders or any such underwriter, all relevant financial and
         other records, pertinent corporate documents and properties of the
         Company and its subsidiaries; provided, however, that any information
         that is designated in writing by the Issuers, in good faith, as
         confidential at the time of delivery of such information shall be kept
         confidential by the selling Holders or any such underwriter, attorney,
         accountant or agent, unless such disclosure is made in connection with
         a court proceeding or required by law, or such information becomes
         available to the public generally or through a third party without an
         accompanying obligation of confidentiality and without any action or
         omission by any selling Holder in violation of this subsection (i);

                  (ii) cause the Company's officers, directors, employees,
         accountants and auditors to supply all relevant information reasonably
         requested by the selling Holders or any such underwriter, attorney,
         accountant or agent in connection with any such Registration Statement
         as is customary for similar due diligence examinations; provided,
         however, that any information that is designated in writing by the
         Issuers, in good faith, as confidential at the time of delivery of such
         information shall be kept confidential by the selling Holders or any
         such underwriter, attorney, accountant or agent, unless such disclosure
         is made in connection with a court proceeding or required by law, or
         such information becomes available to the public generally or through a
         third party without an accompanying obligation of confidentiality and
         without any action or omission by any selling Holder in violation of
         this subsection (ii);

                  (iii) make such representations and warranties to the Holders
         of New Notes registered thereunder and the underwriters, if any, in
         form, substance and scope as are customarily made by the Issuers to
         underwriters in primary underwritten offerings and covering matters
         including, but not limited to, those set forth in the Dealer Manager
         Agreement;


                                       12
<PAGE>
                  (iv) obtain opinions of counsel to the Issuers and updates
         thereof (which counsel and opinions (in form, scope and substance)
         shall be reasonably satisfactory to the Managing Underwriters, if any)
         addressed to each selling Holder and the underwriters, if any, covering
         such matters as are customarily covered in opinions requested in
         underwritten offerings and such other matters as may be reasonably
         requested by such Holders and underwriters;

                  (v) obtain "cold comfort" letters and updates thereof from the
         independent certified public accountants of the Issuers (and, if
         necessary, any other independent certified public accountants of any
         subsidiary of the Company or of any business acquired directly or
         indirectly by the Company for which financial statements and financial
         data are, or are required to be, included in the Registration
         Statement), addressed to each selling Holder of New Notes registered
         thereunder and the underwriters, if any, in customary form and covering
         matters of the type customarily covered in "cold comfort" letters in
         connection with primary underwritten offerings; and

                  (vi) deliver such documents and certificates as may be
         reasonably requested by the Majority Holders and the Managing
         Underwriters, if any, including those to evidence compliance with
         Section 4(k) hereof and with any customary conditions contained in the
         underwriting agreement or other agreement entered into by the Issuers.

The actions set forth in the foregoing subclauses (iii), (iv), (v) and (vi)
shall be performed at (A) the effectiveness of such Registration Statement and
each post-effective amendment thereto; and (B) each closing under any
underwriting or similar agreement as and to the extent required thereunder.

                  (s) In the case of any Exchange Offer Registration Statement,
the Issuers shall:

                  (i) make reasonably available for inspection by you, and any
         attorney, accountant or other agent retained by you, all relevant
         financial and other records, pertinent corporate documents and
         properties of the Company and its subsidiaries; provided, however, that
         any information that is designated in writing by the Issuers, in good
         faith, as confidential at the time of delivery of such information
         shall be kept confidential by you or any such attorney, accountant or
         agent, unless such disclosure is made in connection with a court
         proceeding or required by law, or such information becomes available to
         the public generally or through a third party without an accompanying
         obligation of confidentiality and without any action or omission by any
         selling Holder in violation of this subsection (i);

                  (ii) cause the Company's officers, directors, employees,
         accountants and auditors to supply all relevant information reasonably
         requested by you or any such attorney, accountant or agent in
         connection with any such Registration Statement as is customary for
         similar due diligence examinations; provided, however, that any
         information that is designated in writing by the Issuers, in good
         faith, as confidential at the time of delivery of such information
         shall be kept confidential by you or any such


                                       13
<PAGE>
         attorney, accountant or agent, unless such disclosure is made in
         connection with a court proceeding or required by law, or such
         information becomes available to the public generally or through a
         third party without an accompanying obligation of confidentiality and
         without any action or omission by any selling Holder in violation of
         this subsection (ii);

                  (iii) make such representations and warranties to you, in
         form, substance and scope as are customarily made by the Issuers to
         underwriters in primary underwritten offerings and covering matters
         including, but not limited to, those set forth in the Dealer Manager
         Agreement;

                  (iv) obtain opinions of counsel to the Issuers and updates
         thereof (which counsel and opinions (in form, scope and substance)
         shall be reasonably satisfactory to you and your counsel) addressed to
         you, covering such matters as are customarily covered in opinions
         requested in underwritten offerings and such other matters as may be
         reasonably requested by you or your counsel;

                  (v)  obtain "cold comfort" letters and updates thereof from
         the independent certified public accountants of the Issuers (and, if
         necessary, any other independent certified public accountants of any
         subsidiary of the Company or of any business acquired directly or
         indirectly by the Company for which financial statements and financial
         data are, or are required to be, included in the Registration
         Statement), addressed to you, in customary form and covering matters of
         the type customarily covered in "cold comfort" letters in connection
         with primary underwritten offerings, or if requested by you or your
         counsel in lieu of a "cold comfort" letter, an agreed-upon procedures
         letter under Statement on Auditing Standards No. 35, covering matters
         requested by you or your counsel; and

                  (vi) deliver such documents and certificates as may be
         reasonably requested by you or your counsel, including those to
         evidence compliance with Section 4(k) and with conditions customarily
         contained in underwriting agreements.

The actions set forth in the foregoing subclauses (iii), (iv), (v) and (vi)
shall be performed at (A) the close of the Registered Exchange Offer and (B) the
effective date of any post-effective amendment to the Exchange Offer
Registration Statement.

                  (t) If a Registered Exchange Offer is to be consummated, upon
delivery of the New Notes by Holders to the Issuers (or to such other person as
directed by the Issuers) in exchange for the Exchange Notes, the Issuers shall
mark, or cause to be marked, on the New Notes so exchanged that such New Notes
are being canceled in exchange for the Exchange Notes. In no event shall the New
Notes be marked as paid or otherwise satisfied.

                  (u) The Issuers shall use their best efforts to cause the
securities covered by a Registration Statement to be rated with at least one
nationally recognized statistical rating agency, if so requested by the Majority
Holders or by any Managing Underwriters.

                  (v) In the case of any Shelf Registration Statement, if any
Broker-Dealer shall underwrite any New Notes or participate as a member of an
underwriting syndicate or selling


                                       14
<PAGE>
group or "assist in the distribution" (within the meaning of the Rules of Fair
Practice and the By-Laws of the National Association of Securities Dealers,
Inc.) thereof, whether as a Holder of such New Notes or as an underwriter, a
placement or sales agent or a broker or dealer in respect thereof, or otherwise,
the Issuers shall assist such Broker-Dealer in complying with the requirements
of such Rules and By-Laws, including, without limitation, by:

                  (i) if such Rules or By-Laws shall so require, engaging a
         "qualified independent underwriter" (as defined in such Rules) to
         participate in the preparation of such Registration Statement, to
         exercise usual standards of due diligence with respect thereto and, if
         any portion of the offering contemplated by such Registration Statement
         is an underwritten offering or is made through a placement or sales
         agent, to recommend the yield of such New Notes;

                  (ii) indemnifying any such qualified independent underwriter
         to the extent of the indemnification of underwriters provided in
         Section 7 hereof; and

                  (iii) providing such information to such Broker-Dealer as may
         be required in order for such Broker-Dealer to comply with the
         requirements of such Rules or By-Laws.

         The Issuers shall use their best efforts to take all other steps
necessary to effect the registration of New Notes or Exchange Notes, as the case
may be, covered by a Registration Statement.

                  5. Additional Interest (a) The parties hereto acknowledge that
the Holders of New Notes or Exchange Notes, as the case may be, will suffer
damages if the Issuers fail to perform their obligations under Section 2 or 3
hereof and that it would not be feasible to ascertain the extent of such
damages. Accordingly, in the event that:

                  (i)      the Exchange Offer Registration Statement has not
                           been filed on or prior to the 60th day following the
                           Settlement Date;

                  (ii)     the Exchange Offer Registration Statement has not
                           been declared effective on or prior to the 150th day
                           following the Settlement Date;

                  (iii)    neither the Exchange Offer has been completed nor the
                           Shelf Registration Statement has been declared
                           effective on or prior to the 195th day following the
                           Settlement Date; or

                  (iv)     after either the Exchange Offer Registration
                           Statement or Shelf Registration Statement has been
                           declared effective, such Registration Statement
                           ceases to be effective or usable in connection with
                           the Registered Exchange Offer or resales of the New
                           Notes during a period in which it is required to be
                           effective hereunder without being succeeded
                           immediately by any additional Registration Statement
                           or post-effective amendment covering the


                                       15
<PAGE>
                           New Notes or the Exchange Notes, as the case may be,
                           which has been filed and declared effective;

(each such event referred to in the foregoing clauses (i) through (iv), a
"Registration Default"), then additional interest ("Additional Interest") will
accrue on the principal amount of the New Notes and the Exchange Notes,
respectively (in addition to the stated interest on the New Notes and the
Exchange Notes), from and including the date on which any Registration Default
first occurs and while any such Registration Default has occurred and is
continuing, to but excluding the date on which all filings, declarations of
effectiveness and consummations, as the case may be, have been achieved which,
if achieved on a timely basis, would have prevented the occurrence of all of the
then existing Registration Defaults. Additional Interest will accrue at a rate
of 0.25% per annum during the 90-day period immediately following such first
occurrence of a Registration Default and while any such Registration Default has
occurred and is continuing, and shall increase by 0.25% per annum at the end of
each subsequent 90-day period up to a maximum of 0.50% per annum with respect to
all Registration Defaults, until the date on which all of the filings,
declarations of effectiveness and consummations referred to in the preceding
sentence have been achieved, on which date the interest rate on the New Notes
and the Exchange Notes, respectively, will revert to the interest rate
originally borne by such notes.

                  (b) The Issuers shall notify the Trustee or the Exchange Notes
Trustee, as applicable, immediately upon their knowledge the happening of each
and every Registration Default. The Issuers shall pay the Additional Interest
due on the New Notes or Exchange Notes, as the case may be, by depositing with
the Trustee or the Exchange Notes Trustee, as applicable (which in either case
shall not be any of the Issuers for these purposes), in trust, for the benefit
of the Holders thereof, prior to 11:00 A.M. on the next interest payment date
specified in the Indenture or the Exchange Notes Indenture, as applicable, sums
sufficient to pay the Additional Interest then due. The Additional Interest due
shall be payable on each interest payment date specified by the Indenture or the
Exchange Notes Indenture, as applicable, to the record holders entitled to
receive the interest payment to be made on such date.

                  (c) The parties hereto agree that the Additional Interest
provided for in this Section 5 constitutes a reasonable estimate of the damages
that will be suffered by Holders of New Notes or Exchange Notes by reason of the
happening of any Registration Default.

                  (d) All of the Issuers' obligations set forth in this Section
5 shall survive the termination of this Agreement.

                  6. Registration Expenses. The Issuers shall, jointly and
severally, bear all expenses incurred in connection with the performance of
their obligations under Sections 2, 3 and 4 hereof and, in connection with any
Shelf Registration Statement, shall reimburse the Holders for the reasonable
fees and disbursements of one firm or counsel designated by the Majority Holders
to act as counsel for the Holders in connection therewith, and, in the case of
any Exchange Offer Registration Statement, will reimburse the Dealer Manager for
the reasonable fees and disbursements of counsel acting in connection therewith.

                  7. Indemnification and Contribution. (a) The Issuers, jointly
and severally, agree to indemnify and hold harmless each Holder of New Notes or
Exchange Notes, as the case maybe,


                                       16
<PAGE>
covered by any Registration Statement (including each Dealer Manager and, with
respect to any Prospectus delivery as contemplated in Section 4(h) hereof, each
Exchanging Dealer), the directors, officers, employees and agents of each such
Holder and each person who controls you or any such Holder within the meaning of
either the Securities Act or the Exchange Act against any and all losses,
claims, damages or liabilities, joint or several, to which any of the foregoing
may become subject under the Securities Act, the Exchange Act or other Federal
or state statutory law or regulation, at common law or otherwise, insofar as
such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon any untrue statement or alleged untrue statement
of a material fact contained in such Registration Statement as originally filed
or in any amendment thereof, or in any preliminary Prospectus or the Prospectus,
or in any amendment thereof or supplement thereto, or arise out of or are based
upon the omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein (in the case of
a Prospectus, in the light of the circumstances under which they were made) not
misleading, and agrees to reimburse each such indemnified party, as incurred,
for any legal or other expenses reasonably incurred by it in connection with
investigating or defending any such loss, claim, damage, liability or action;
provided, however, that the Issuers will not be liable in any such case to the
extent that any such loss, claim, damage or liability arises out of or is based
upon any such untrue statement or alleged untrue statement or omission or
alleged omission made therein in reliance upon and in conformity with written
information furnished to the Issuers by or on behalf of any such Holder
specifically for inclusion therein. This indemnity agreement shall be in
addition to any liability which the Issuers may otherwise have.

                  The Issuers, jointly and severally, also agree to indemnify as
provided in this Section 7(a) or contribute as provided in Section 7(d) hereof
to Losses of each underwriter of New Notes or Exchange Notes, as the case may
be, registered under a Shelf Registration Statement, their directors, officers,
employees or agents and each person who controls such underwriter on
substantially the same basis as that of the indemnification of the selling
Holders provided in this Section 7(a) and shall, if requested by any Holder,
enter into an underwriting agreement reflecting such agreement, as provided in
Section 4(q) hereof.

                  (a) Each Holder of securities covered by a Registration
Statement (including each Dealer Manager and, with respect to any Prospectus
delivery as contemplated in Section 4(h) hereof, each Exchanging Dealer),
severally and not jointly, agrees to indemnify and hold harmless the Issuers,
and each of their respective directors and officers who signs such Registration
Statement and each person who controls the Issuers within the meaning of either
the Securities Act or the Exchange Act, to the same extent as the indemnity in
Section 7(a) from the Issuers to each such Holder, but only with reference to
written information relating to such Holder furnished to the Issuers by or on
behalf of such Holder specifically for inclusion in the documents referred to in
the foregoing indemnity. This indemnity agreement shall be in addition to any
liability which any such Holder may otherwise have.

                  (b) Promptly after receipt by an indemnified party under this
Section 7 or notice of the commencement of any action, such indemnified party
shall, if a claim in respect thereof is to be made against the indemnifying
party under this Section, notify the indemnifying party in writing of the
commencement thereof; but the failure so to notify the indemnifying party will
not relieve the indemnifying party from its obligations pursuant to this
Agreement. The


                                       17
<PAGE>
indemnifying party shall be entitled to appoint counsel of the indemnifying
party's choice at the indemnifying party's expense to represent the indemnified
party in any action for which indemnification is sought (in which case the
indemnifying party shall not thereafter be responsible for the fees and expenses
of any separate counsel retained by the indemnified party or parties except as
set forth below); provided, however, that such counsel shall be satisfactory to
the indemnified party. Notwithstanding the indemnifying party's election to
appoint counsel to represent the indemnified party in an action, the indemnified
party shall have the right to employ separate counsel (including local counsel),
and the indemnifying party shall bear the reasonable fees, costs and expenses of
such separate counsel if (i) the use of counsel chosen by the indemnifying party
to represent the indemnified party would present such counsel with a conflict of
interest; (ii) the actual or potential defendants in, or targets of, any such
action include both the indemnified party and the indemnifying party and the
indemnified party shall have reasonably concluded that there may be legal
defenses available to it and/or other indemnified parties which are different
from or additional to those available to the indemnifying party; (iii) the
indemnifying party shall not have employed counsel satisfactory to the
indemnified party to represent the indemnified party within a reasonable time
after notice of the institution of such action; or (iv) the indemnifying party
shall authorize the indemnified party to employ separate counsel at the expense
of the indemnifying party. An indemnifying party shall not, without the prior
written consent of the indemnified parties, settle or compromise or consent to
the entry of any judgment with respect to any pending or threatened claim,
action, suit or proceeding in respect of which indemnification or contribution
may be sought hereunder (whether or not the indemnified parties are actual or
potential parties to such claim or action) unless such settlement, compromise or
consent includes an unconditional release of each indemnified party from all
liability arising out of such claim, action, suit or proceeding and does not
include a statement as to or an admission of fault, culpability or a failure to
act by or on behalf of any indemnified party.

                  (c) In the event that the indemnity provided in paragraph (a)
or (b) of this Section 7 is unavailable to or insufficient to hold harmless an
indemnified party for any reason, then each applicable indemnifying party shall
have a joint and several obligation to contribute to the aggregate losses,
claims, damages and liabilities (including legal or other expenses reasonably
incurred in connection with investigating or defending same) (collectively
"Losses") to which such indemnified party may be subject in such proportion as
is appropriate to reflect the relative benefits received by such indemnifying
party, on the one hand, and such indemnified party, on the other hand, from the
Initial Exchange Offer and the Registration Statement which resulted in such
Losses; provided, however, that in no case shall any Dealer Manager or any
Holder of any New Note or Exchange Note be responsible, in the aggregate, for
any amount in excess of the Fee applicable to such New Note, or in the case of
an Exchange Note, applicable to the New Note that was exchangeable into such
Exchange Note, in connection with the Initial Exchange Offer as set forth in the
Dealer Manger Agreement, nor shall any underwriter be responsible for any amount
in excess of the underwriting discount or commission applicable to the New Notes
or Exchange Notes, as the case may be, purchased by such underwriter under the
Registration Statement which resulted in such Losses. If the allocation provided
by the immediately preceding sentence is unavailable for any reason, the
indemnifying party and the indemnified party shall contribute in such proportion
as is appropriate to reflect not only such relative benefits but also the
relative fault of such indemnifying party, on the one hand, and such indemnified
party, on the other hand, in connection with the statements or omissions which


                                       18
<PAGE>
resulted in such Losses as well as any other relevant equitable considerations.
Benefits received by the Issuers shall be deemed to be equal to (x) the
aggregate principal amount of Old Notes exchanged in the Initial Exchange Offer
(before deducting expenses), plus (y) the total amount of Additional Interest
which the Company was not required to pay as a result of registering the New
Notes or Exchange Notes covered by the Registration Statement which resulted in
such Losses, minus (z) the aggregate amount of Fees paid by the Company in
connection with the Initial Exchange Offer under the Dealer Manager Agreement.
Benefits received by the Dealer Managers shall be deemed to be equal to the
aggregate amount of Fees received by the Dealer Managers in connection with the
Initial Exchange Offer under the Dealer Manager Agreement, and benefits received
by any Holders shall be deemed to be equal to the value of receiving New Notes
or Exchange Notes, as applicable, registered under the Securities Act. Benefits
received by any underwriter shall be deemed to be equal to the total
underwriting discounts and commissions, as set forth on the cover page of the
Prospectus forming a part of the Registration Statement which resulted in such
Losses. Relative fault shall be determined by reference to, among other things,
whether any alleged untrue statement or omission relates to information provided
by the indemnifying party, on the one hand, or by the indemnified party, on the
other hand, the intent of the parties and their relative knowledge, access to
information and opportunity to correct or prevent such untrue statement or
omission. The parties agree that it would not be just and equitable if
contribution were determined by pro rata allocation (even if the Holders were
treated as one entity for such purpose) or any other method of allocation which
does not take account of the equitable considerations referred to above.
Notwithstanding the provisions of this paragraph (d), no person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. For purposes of this Section, each
person who controls a Holder within the meaning of either the Securities Act or
the Exchange Act and each director, officer, employee and agent of such Holder
shall have the same rights to contribution as such Holder, and each person who
controls the Issuers within the meaning of either the Securities Act or the
Exchange Act, each officer of the Issuers who shall have signed the Registration
Statement and each director of the Issuers shall have the same rights to
contribution as the Issuers, subject in each case to the applicable terms and
conditions of this paragraph (d).

                  (d) The provisions of this Section 7 shall remain in full
force and effect, regardless of any investigation made by or on behalf of any
Holder or any Issuer or any of the officers, directors or controlling persons
referred to in this Section 7, and shall survive the sale by a Holder of
securities covered by a Registration Statement.

                  8. Underwritten Registrations. (a) If any of the New Notes
covered by any Shelf Registration Statement are to be sold in an underwritten
offering, the Managing Underwriters shall be selected by the Majority Holders.

                  (a) No Holder may participate in any underwritten offering
pursuant to any Shelf Registration Statement, unless such Holder (i) agrees to
sell such Holder's New Notes on the basis reasonably provided in any
underwriting arrangements approved by the persons entitled hereunder to approve
such arrangements, and (ii) completes and executes all questionnaires, powers of
attorney, indemnities, underwriting agreements and other documents reasonably
required under the terms of such underwriting arrangements.


                                       19
<PAGE>
                  9. No Inconsistent Agreements. None of the Issuers has, as of
the date hereof, entered into, nor shall any of the Issuers, on or after the
date hereof, enter into, any agreement with respect to any of its securities
that is inconsistent with the rights granted to the Holders herein or that
otherwise conflicts with the provisions hereof.

                  10. Amendments and Waivers. The provisions of this Agreement,
including the provisions of this sentence, may not be amended, qualified,
modified or supplemented, and waivers or consents to departures from the
provisions hereof may not be given, unless the Issuers have obtained the written
consent of the Majority Holders (or, after the consummation of any Registered
Exchange Offer in accordance with Section 2 hereof, the Holders of a majority in
the aggregate principal amount of the Exchange Notes); provided that, with
respect to any matter that directly or indirectly affects the rights of any
Dealer Manager hereunder, the Issuers shall obtain the written consent of each
such Dealer Manager against which such amendment, qualification, supplement,
waiver or consent is to be effective. Notwithstanding the foregoing, a waiver or
consent to departure from the provisions hereof with respect to a matter that
relates exclusively to the rights of Holders whose securities are being sold
pursuant to a Registration Statement and that does not directly or indirectly
affect the rights of other Holders may alternatively be given by the Majority
Holders of the New Notes or Exchange Notes, as the case may be, being sold
rather than registered under such Registration Statement.

                  11. Notices. All notices and other communications provided for
or permitted hereunder shall be made in writing by hand-delivery, first-class
mail, telex, telecopier or air courier guaranteeing overnight delivery:

                  (a) if to a Holder, at the most current address given by such
Holder to the Issuers in accordance with the provisions of this Section 11,
which address initially is, with respect to each Holder, the address of such
Holder maintained by the Registrar under the Indenture, with a copy in like
manner to you;

                  (b) if to you, initially at the address set forth in the
Dealer Manager Agreement; and

                  (c) if to the Issuers, initially at the Company's address set
forth in the Dealer Manager Agreement.

                  All such notices and communications shall be deemed to have
been duly given when received. Each party hereto by notice to the other parties
may designate additional or different addresses of such party for subsequent
notices or communications.

                  12. Successors. This Agreement shall inure to the benefit of
and be binding upon the successors and assigns of each of the parties,
including, without the need for an express assignment or any consent by the
Issuers thereto, subsequent Holders of New Notes and Exchange Notes. The Issuers
hereby agree to extend the benefits of this Agreement to any Holder of New Notes
and Exchange Notes, and any such Holder may specifically enforce the provisions
of this Agreement as if an original party hereto. Each Issuer agrees that
monetary damages would not be adequate compensation for any loss incurred by
reason of a breach by the Issuers of the provisions of this Agreement and hereby
agrees to waive in any action for specific performance the defense that a remedy
at law would be adequate.


                                       20
<PAGE>
                  13. Counterparts. This Agreement may be in signed
counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same agreement.

                  14. Headings. The headings used herein are for convenience
only and shall not affect the construction hereof.

                  15. Applicable Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York applicable to
contracts made and to be performed in the State of New York.

                  16. Severability. In the event that any one or more of the
provisions contained herein, or the application thereof in any circumstances, is
held invalid, illegal or unenforceable in any respect for any reason, the
validity, legality and enforceability of any such provision in every other
respect and of the remaining provisions hereof shall not be in any way impaired
or affected thereby, it being intended that all of the rights and privileges of
the parties shall be enforceable to the fullest extent permitted by law.

                  17. Securities Held by the Issuers, etc. Whenever the consent
or approval of Holders of a specified percentage of principal amount of New
Notes or Exchange Notes is required hereunder, New Notes or Exchange Notes, as
applicable, held by any of the Issuers or any of their Affiliates (other than
subsequent Holders of New Notes or Exchange Notes if such subsequent Holders are
deemed to be Affiliates solely by reason of their holdings of such New Notes or
Exchange Notes) shall not be counted in determining whether such consent or
approval was given by the Holders of such required percentage.


                                       21
<PAGE>
                  If the foregoing is in accordance with your understanding of
our agreement, please sign and return to us the enclosed duplicate hereof,
whereupon this letter and your acceptance shall represent a binding agreement
among the Issuers and the Dealer Managers.

                                        Very truly yours,

                                        Conseco, Inc.

                                        By ________________________
                                        Name:
                                        Title:

                                        CIHC, Incorporated

                                        By ________________________
                                        Name:
                                        Title:


The foregoing Agreement is
hereby confirmed and
accepted as of the date
first above written.

By: Banc of America Securities LLC
as Dealer Manager

By ____________________
Name:
Title:



By: J.P. Morgan Securities Inc.
as Dealer Manager

By ____________________
Name:
Title:



By: Lehman Brothers Inc.
as Dealer Manager

By ____________________
Name:
Title:


                                       22
<PAGE>
                                                                         ANNEX A

                  Each Broker-Dealer that receives Exchange Notes for its own
account pursuant to the Registered Exchange Offer must acknowledge that it will
deliver a prospectus in connection with any resale of such Exchange Notes. The
Letter of Transmittal states that by so acknowledging and by delivering a
prospectus, a Broker-Dealer will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act. This Prospectus, as it
may be amended or supplemented from time to time, may be used by a Broker-Dealer
in connection with resales of Exchange Notes received in exchange for New Notes
where such New Notes were acquired by such Broker-Dealer as a result of
market-making activities or other trading activities. The Issuers have agreed
that, during a period starting on the Expiration Date (as defined herein) and
ending on the close of business one year after the Expiration Date, they will
make this Prospectus available to any Broker-Dealer for use in connection with
any such resale. See "Plan of Distribution."


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<PAGE>
                                                                         ANNEX B

                  Each Broker-Dealer that receives Exchange Notes for its own
account in exchange for New Notes, where such New Notes were acquired by such
Broker-Dealer as a result of market-making activities or other trading
activities, must acknowledge that it will deliver a prospectus in connection
with any resale of such Exchange Notes. See "Plan of Distribution."


                                       24
<PAGE>
                                                                         ANNEX C

                              PLAN OF DISTRIBUTION

                  Each Broker-Dealer that receives Exchange Notes for its own
account pursuant to the Registered Exchange Offer must acknowledge that it will
deliver a prospectus (the "Prospectus") in connection with any resale of such
Exchange Notes. This Prospectus, as it may be amended or supplemented from time
to time, may be used by a Broker-Dealer in connection with resales of Exchange
Notes received in exchange for New Notes where such New Notes were acquired as a
result of market-making activities or other trading activities. The Issuers have
agreed that, starting on the Expiration Date and ending on the close of business
one year after the Expiration Date, they will make this Prospectus, as amended
or supplemented, available to any Broker-Dealer for use in connection with any
such resale. In addition, until [__________, ____,] all dealers effecting
transactions in the Exchange Notes may be required to deliver a prospectus.
The Issuers will not receive any proceeds from any sale of Exchange Notes by
Broker-Dealers. Exchange Notes received by Broker-Dealers for their own account
pursuant to the Registered Exchange Offer may be sold from time to time in one
or more transactions in the over-the-counter market, in negotiated transactions,
through the writing of options on the Exchange Notes or a combination of such
methods of resale, at market prices prevailing at the time of resale, at prices
related to such prevailing market prices or negotiated prices. Any such resale
may be made directly to purchasers or to or through brokers or dealers who may
receive compensation in the form of commissions or concessions from any such
Broker-Dealer and/or the purchasers of any such Exchange Notes. Any
Broker-Dealer that resells Exchange Notes that were received by it for its own
account pursuant to the Registered Exchange Offer and any broker or dealer that
participates in a distribution of such Exchange Notes may be deemed to be an
"underwriter" within the meaning of the Securities Act and any profit of any
such resale of Exchange Notes and any commissions or concessions received by any
such persons may be deemed to be underwriting compensation under the Securities
Act. The Letter of Transmittal states that by acknowledging that it will deliver
and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that
it is an "underwriter" within the meaning of the Securities Act.

                  For a period of one year after the Expiration Date, the
Issuers shall promptly send additional copies of this Prospectus and any
amendment or supplement to this Prospectus to any Broker-Dealer that requests
such documents in the Letter of Transmittal. The Issuers have agreed to pay all
expenses incident to the Registered Exchange Offer (including the expenses of
one counsel for the holders of the New Notes) other than commissions or
concessions of any brokers or dealers and will indemnify the holders of the New
Notes (including any Broker-Dealers) against certain liabilities, including
liabilities under the Securities Act.


[If applicable, add information required by Items 507 and 508 of Regulation
S-K.]


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<PAGE>
                                                                         ANNEX D

Rider A

                  CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10
                  ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY
                  AMENDMENTS OR SUPPLEMENTS THERETO.
                  Name:
                          ---------------------------------
                  Address:
                          ---------------------------------

                          ---------------------------------

Rider B

If the undersigned is not a Broker-Dealer, the undersigned represents that it
acquired the Exchange Notes in the ordinary course of its business, it is not
engaged in, and does not intend to engage in, a distribution of Exchange Notes
and it has no arrangements or understandings with any person to participate in a
distribution of the Exchange Notes. If the undersigned is a Broker-Dealer that
will receive Exchange Notes for its own account in exchange for New Notes, it
represents that the New Notes to be exchanged for Exchange Notes were acquired
by it as a result of market-making activities or other trading activities and
acknowledges that it will deliver a prospectus in connection with any resale of
such Exchange Notes, however, by so acknowledging and by delivering a
prospectus, the undersigned will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.


                                       26
<PAGE>
                                                                       EXHIBIT A

                 FORM OF LETTER TO BE PROVIDED BY THE COMPANY TO

                          THE DEPOSITORY TRUST COMPANY

The Depository Trust Company
7 Hanover Square, 23rd Floor
New York, NY 10004

     Re: __% Guaranteed Senior Notes Due 20__ (the "Notes") of Conseco, Inc.

Ladies and Gentlemen:

                  Please be advised that the Securities and Exchange Commission
has declared effective a Registration Statement on Form S-3 under the Securities
Act of 1933, as amended, with regard to all of the Notes referenced above.
Accordingly, there is no longer any restriction as to whom such Notes may be
sold and any restrictions on the CUSIP designation are no longer appropriate and
may be removed. I understand that upon receipt of this letter, DTC will remove
any stop or restriction on its system with respect to this issue.

                  As always, please do not hesitate to call if we can be of
further assistance.

                                         Very truly yours,


                                         Authorized Officer






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