Exhibit 10.8.31

                      FIRST STAGE AMENDMENT AND AGREEMENT

                        Re: Non-Refinanced 1998 D&O Loans

          THIS FIRST STAGE AMENDMENT AND AGREEMENT, dated as of March20, 2002
(this "Agreement"), among Conseco, Inc. ("Conseco"), CDOC, Inc. ("CDOC"), CIHC,
Incorporated ("CIHC"), Bank of America, N.A., as administrative agent (in such
capacity, the "Administrative Agent"), as Collateral Agent (in such capacity,
the "Collateral Agent") and as Depositary Bank (in such capacity, the
"Depositary Bank"), the various financial institutions parties hereto (each a
"Bank" and collectively, the "Banks").

                              W I T N E S S E T H:

          WHEREAS, Conseco, the Banks and the Administrative Agent are parties
to that certain Agreement, dated as of September 22, 2000, relating to the 1998
Director and Officer Loan Credit Agreement (the "September 22, 2000 Agreement");

          WHEREAS, Conseco has requested that the Administrative Agent and the
Banks amend the September 22, 2000 Agreement as more fully described herein;

          WHEREAS, CDOC, the Collateral Agent and the Depositary Bank are
parties to that certain Amended and Restated Cash Collateral Pledge Agreement,
dated as of November 22, 2000 (the "Cash Collateral Agreement");

          WHEREAS, CDOC has requested that the Administrative Agent and the
Banks amend the Cash Collateral Agreement as more fully described herein;

          WHEREAS, Conseco, pursuant to a Guaranty, dated as of August 21, 1998
(the "Conseco Guaranty") has guaranteed the obligations of the borrowers under
the Credit Agreement, dated as of August 21, 1998, among the persons listed on
the signature pages thereto as Borrowers, the Banks, and the Administrative
Agent (the "Credit Agreement");

          WHEREAS, Conseco has requested that the Administrative Agent and the
Banks amend the Conseco Guaranty as more fully described herein;

          WHEREAS, CIHC, pursuant to a Guaranty and Subordination Agreement,
dated as of September 22, 2000 (the "CIHC Guaranty"), has, among other things,
guaranteed the obligations Conseco under the Conseco Guaranty;

          WHEREAS, CIHC has requested that the Administrative Agent and the
Banks amend the CIHC Guaranty as more fully described herein;

          WHEREAS, Articles II, III and IV to the Appendix to that certain
Five-Year Credit Agreement, dated as of September 25, 1998, as amended (the
"Five-Year Credit Agreement"), were incorporated by reference into the September
22, 2000 Agreement;

          WHEREAS, the parties to the Five-Year Credit Agreement now wish to
amend the Appendix and the parties hereto wish to consent to the amendment of
the Appendix; and


<PAGE>

          WHEREAS, Conseco will agree to pay certain fees as more fully
described below;

          NOW, THEREFORE, in consideration of the mutual promises herein
contained and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

          Section 1. DEFINITIONS. Capitalized terms used and not otherwise
defined in this Agreement shall have the meanings assigned thereto in the Credit
Agreement. As used herein, the following terms shall have the following
meanings:

          "A.M. Best A- Status" shall have the meaning set forth in Section 1.01
          of the Appendix.

          "Agreement Fee" shall have the meaning set forth in Section 7.1(a)
          hereof.

          "Appendix" shall have the meaning set forth in Section 6.1 hereof.

          "Appendix Amendment" shall have the meaning set forth in Section 6.1
          hereof.

          "D&O Facilities" shall have the meaning set forth in Section 1.01 of
          the Appendix.

          "Effective Date" shall have the meaning set forth in Section 8 hereof.

          "Exchange Offer" shall have the meaning set forth in Section 1.01 of
          the Appendix.

          "Fees" shall have the meaning set forth in Section 7.1 hereof.

          "Specified D&O Facilities" shall have the meaning set forth in Section
          1.01 of the Appendix.

          "Trust Preferred Securities" shall have the meaning set forth in
          Section 1.01 of the Appendix.

          Section 2. AMENDMENTS TO SEPTEMBER 22, 2000 AGREEMENT.

          2.1 Section 1.1 of the September 22, 2000 Agreement is hereby amended
as follows:

               (a) The definition of "CDOC" is hereby added to Section 1.1 of
          the September 22, 2000 Agreement in its proper alphabetical order and
          reads as follows:

          "CDOC" shall mean CDOC, Inc., a Delaware corporation.

               (b) The definition of "Required Banks" is hereby added to Section
          1.1 of the September 22, 2000 Agreement in its proper alphabetical
          order and reads as follows:

          "Required Banks" shall have (a) with respect to the Loans, the meaning
          assigned thereto in the Loan Documents and (b) with respect to the New
          Loans, the meaning assigned thereto in the New Loan Documents.

                                       2
<PAGE>

               (c) The definition of "Regulation U" is hereby added to Section
          1.1 of the September 22, 2000 Agreement in its proper alphabetical
          order and reads as follows:

          "Regulation U" shall have the meaning set forth in the Existing
          Guaranty.

          2.2 Section 3 of the September 22, 2000 Agreement is hereby amended
by:

               (a) deleting "No Default Acknowledgment" appearing therein and
          substituting in lieu thereof "No Default Acknowledgments";

               (b) inserting "(a)" immediately prior to the first sentence of
          such section; and

               (c) inserting a new clause (b) to read as follows:

                    "(b) The Administrative Agent and the Banks hereby
               acknowledge that the Guarantor will not be in default of Section
               3.4 or Section 4.3 of the Existing Guaranty (and CIHC will not be
               in default of the CIHC Guaranty) if the Guarantor, in furtherance
               of its rights set forth in Section 5(e) of this Agreement in
               respect of the Existing Loans, takes possession of any Borrower's
               "margin stock" (as defined in Regulation U) so long as Guarantor
               complies with the provisions of Regulation U in connection
               therewith."

          2.3 The following sentence is hereby added to the end of Section 5(a)
of the September 22, 2000 Agreement to read as follows: "For purposes of this
Section 5(a), in making any calculation to determine Cash Collateral Deposits
required to be made or held, such required amounts will be reduced by the amount
of any application of cash collateral under Section 5(e) hereof."

          2.4 Section 5(e) is hereby added to the September 22, 2000 Agreement
to read as follows:

               "(e) The Guarantor may, at its option, direct the Administrative
               Agent to apply the cash collateral provided by CDOC in respect of
               the Specified D&O Facilities as follows: (i) to the payment of
               the Specified D&O Facilities (or to all the D&O Facilities, as
               applicable under Article II of the Appendix), pro rata as to the
               Specified D&O Facilities (or to all the D&O Facilities, as
               applicable under Article II of the Appendix), but such allocation
               thereof need not be pro rata as to the underlying borrowers; (ii)
               to the payment under the Existing Guaranty or the New Conseco
               Guaranty of the Specified D&O Facilities (or to all the D&O
               Facilities, as applicable under Article II of the Appendix), pro
               rata as to the Specified D&O Facilities (or to all the D&O
               Facilities, as applicable under Article II of the Appendix), but
               such allocation thereof need not be pro rata as to the underlying
               borrowers or (iii) to the Guarantor's purchase of Borrowers'
               loans, subject to intercreditor rights satisfactory to the
               Required Banks and the Guarantor, provided that the Guarantor may
               only purchase an individual Borrower's loans if the Guarantor
               simultaneously purchases all loans under the D&O Facilities of
               such Borrower. To the extent the Guarantor purchases an
               individual Borrower's loans pursuant to clause (iii) of the

                                       3
<PAGE>

               preceding sentence, each Bank hereby consents to the
               Administrative Agent (in its sole discretion) entering into an
               amendment of the Credit Agreement with such Borrower subsequent
               to the Effective Date which (x) amends the definition of
               "Eligible Assignee" in the New Loan Documents to include the
               Guarantor and (y) provides for any other amendments of any other
               provisions of the New Loan Documents necessary to provide that
               the purchase of such Borrower's loans may be non-pro-rata as to
               the assigning Bank and the other underlying Borrowers."

          2.5 Section 5(f) is hereby added to the September 22, 2000 Agreement
to read as follows:

                    "(c) If for any reason the Guarantor believes that any
               payment made by it pursuant to Section 5(e) of this Agreement in
               respect of the Existing Loans would not be subject to subrogation
               rights under Section 2.6 of the Existing Guaranty, the Guarantor
               and the Required Banks in their sole discretion, may agree to an
               alternative procedure to preserve substantially equivalent
               economic rights to the Guarantor and substantially equivalent
               economic results for the Banks. Without limiting the foregoing,
               if the Guarantor is paying all of the Existing Loans of a
               particular Borrower, the Banks will assign their rights in
               respect of said Existing Loans to the Guarantor, subject to
               intercreditor rights satisfactory to the Required Banks and the
               Guarantor."

          Section 3. AMENDMENTS TO CASH COLLATERAL AGREEMENT. The following
sentence shall be added at the end of Section 4.5 of the Cash Collateral
Agreement: "The Grantor shall have the right to make withdrawals to the extent
such withdrawals are simultaneously applied as set forth in Section 5(e) of the
Agreements Re: Specified D&O Facilities."

          Section 4. RESERVED.

          Section 5. AMENDMENT TO CIHC GUARANTY. Section 5.14 of the CIHC
Guaranty is hereby deleted.

          Section 6. CONSENT.

          6.1 The parties hereto consent to the amendment of the Appendix as
attached hereto as Exhibit A (the "Appendix Amendment"). The parties hereto
further agree that all references in the September 22, 2000 Agreement and the
Conseco Guaranty to the Appendix shall mean the Appendix as so amended by the
Appendix Amendment (the "Appendix").

          6.2 Conseco may, at its option, make payments or purchases under the
Specified D&O Facilities (or to all the D&O Facilities, as applicable under
Article II of the Appendix or the related Conseco guaranty), pro rata as to the
Specified D&O Facilities (or to all the D&O Facilities, as applicable under
Article II of the Appendix), but such allocation thereof need not be pro rata as
to the underlying borrowers.

                                       4
<PAGE>

          Section 7. FEES.

          7.1 Conseco hereby agrees that, upon the effectiveness of this
Agreement pursuant to the provisions of Section 8 hereof, Conseco shall be
obligated to pay, and shall pay, to the Administrative Agent, for the pro rata
benefit of the Banks, the following fees (the "Fees"):

               (a) On the Effective Date, an agreement fee (the "Agreement Fee")
          in immediately available funds equal 0.50% of the principal amount of
          the Loans outstanding on such date, net of a proportionate share
          (which share shall equal the share of the Loans payable to such Bank
          divided by the outstanding Loans under all the Specified D&O
          Facilities) of the cash collateral then on deposit securing Conseco's
          obligations relating to the Credit Agreement; provided that the
          Agreement Fee shall only be payable to those Banks that execute and
          deliver this Agreement by March 20, 2002; and

               (b) From and after the Effective Date and until all Loans are
          paid in full, a continuing per annum fee equal to 0.75% of all Loans
          then outstanding, payable quarterly in arrears, quarterly on the last
          Business Day of each calendar quarter, with payment commencing on
          March 31, 2002.

          7.2 Conseco's obligation to pay each of the Fees shall be irrevocable,
unconditional, and absolute and, consistent therewith, shall not terminate in
the event that this Agreement shall otherwise be terminated pursuant to its
provisions. Such fees shall be in addition to any fees provided for under the
September 22, 2000 Agreement or the Credit Agreement.

          Section 8. CONDITIONS PRECEDENT. This Agreement shall become effective
on such date (the "Effective Date") when each of the conditions precedent set
forth in this Section 8 shall have been satisfied, and notice thereof shall have
been given by the Administrative Agent to Conseco and the Banks.

          8.1 Receipt of Documents. The Administrative Agent shall have received
all of the following documents duly executed, dated the date hereof or such
other date as shall be acceptable to the Administrative Agent, and in form and
substance satisfactory to the Administrative Agent:

               (a) This Agreement, duly executed by Conseco, CDOC, CIHC, the
          Administrative Agent and the Required Banks;

               (b) A certificate of the Secretary or Assistant Secretary of
          Conseco (i) certifying the names and true signatures of the officers
          of Conseco authorized to execute, deliver and performance, as
          applicable, this Agreement, and all other documents to be delivered by
          it hereunder and (ii) attaching copies of the resolutions of the board
          of directors of Conseco authorizing the transactions contemplated
          hereby;

               (c) A certificate of the Secretary or Assistant Secretary of CIHC
          (i) certifying the names and true signatures of the officers of CIHC
          authorized to execute, deliver and perform, as applicable, all
          documents to be delivered by it hereunder and (ii) attaching copies of
          the resolutions of the board of directors of CIHC authorizing the
          transactions contemplated hereby;

                                       5
<PAGE>

               (d) A certificate of the Secretary or Assistant Secretary of CDOC
          (i) certifying the names and true signatures of the officers of CDOC
          authorized to execute, deliver and perform, as applicable, all
          documents to be delivered by it hereunder and (ii) attaching copies of
          the resolutions of the board of directors of CDOC authorizing the
          transactions contemplated hereby;

               (e) The Reaffirmation of (i) the Conseco Guaranty, (ii) the CIHC
          Guaranty and (iii) the Amended and Restated Cash Collateral Agreement,
          in the form of Exhibit B attached hereto;

               (f) The opinion of David K. Herzog, counsel of Conseco and CIHC,
          substantially in the form of Exhibit C, and addressing such
          other legal matters as the Administrative Agent may reasonably
          require;

               (g) The opinion of Weil, Gotshal & Manges LLP, outside counsel to
          Conseco and CIHC, substantially in the form of Exhibit D, and
          addressing such other legal matters as the Administrative Agent may
          reasonably require;

               (h) Duly authorized, executed and delivered copies of (i) the
          First Stage Amendment and Agreement Re: 1997 D&O Loans, dated as of
          March 20, 2002, (ii) the First Stage Amendment and Agreement Re: 1998
          D&O Loans, dated as of March 20, 2002, and (iii) the First Stage
          Amendment and Agreement Re: 1999 D&O Loans, dated as of March 20,
          2002, substantially in the form hereof;

               (i) A duly authorized, executed and delivered copy of Third
          Amendment to Five-Year Credit Agreement, dated as of March 20, 2002,
          among Conseco, the various financial institutions party thereto, and
          Bank of America, N.A. as agent thereunder; and

               (j) Receipt by the Administrative Agent of a letter to the Banks
          evidencing Conseco's understanding if scheduled payments are not made
          on or before the date that such scheduled payments become due and
          payable in respect of all Trust Preferred Securities, a downgrade from
          A.M. Best A- Status would occur.

          8.2 Additional Conditions. The effectiveness of this Agreement and the
consent of the Banks are subject to the following further conditions precedent:

               (a) With respect to Conseco, no Default exists and no Event of
          Default will exist after giving effect to this Agreement;

               (b) The representations and warranties of Conseco contained in
          Article III of the Conseco Guaranty, are true and correct in all
          material respects with the same effect as though made on the Effective
          Date, except, to the extent that any such representations and
          warranties relate expressly to an earlier date, such representations
          and warranties shall have been true and correct in all material
          respects as of such earlier date;

               (c) No Material Litigation exists other than the litigation
          described in Schedule I attached hereto;

                                       6
<PAGE>

               (d) No Material Adverse Change has occurred with respect to
          Conseco or CIHC since September 30, 2001 (except for changes in or
          adverse effects upon, the business, properties, condition (financial
          or otherwise) of Conseco and CIHC as disclosed in press releases,
          public filings or otherwise in writing to the Administrative Agent);

               (e) Conseco shall have paid all accrued and unpaid fees, costs,
          expenses and other disbursements to date, including attorneys' fees
          and costs, including those to be incurred in connection, negotiation,
          and execution of this Agreement. Conseco shall remain liable and shall
          promptly reimburse the Administrative Agent for such future fees,
          costs expenses and other disbursements as provided for in the existing
          Loan Documents;

               (f) The Banks, with the approval of Conseco, shall have hired
          Ernst & Young LLP as a financial advisor to review the financial
          condition and performance of Conseco and its Subsidiaries, and the
          Administrative Agent shall be satisfied as to the duration and scope
          of such review; and

               (g) The Exchange Offer and the disclosures made in connection
          therewith (including, without limitation, pursuant to the related
          offering memorandum) shall be on terms and conditions satisfactory to
          the Administrative Agent.

          Section 9. MISCELLANEOUS.

          9.1 Severability. Any provision of this Agreement which is prohibited
or unenforceable in any jurisdiction shall, as to such provision and such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions of this Agreement
or affecting the validity or enforceability of such provision in any other
jurisdiction.

          9.2 Headings. The various headings of this Agreement are inserted for
convenience only and shall not affect the meaning or interpretation of this
Agreement or any provisions hereof.

          9.3 Execution in Counterparts. This Agreement may be executed by the
parties hereto in several counterparts, each of which shall be deemed to be an
original and all of which shall constitute together but one and the same
agreement.

          9.4 Governing Law. THIS AGREEMENT SHALL BE DEEMED TO BE A CONTRACT
MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF ILLINOIS.

          9.5 Successors and Assigns. This Agreement shall be binding upon and
shall inure to the benefit of the parties hereto and their respective successors
and assigns.

                               [signatures follow]

                                       7

<PAGE>


          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their respective officers thereunto duly authorized as of the day
and year first above written.

                                   CONSECO, INC.



                                   By: /s/ James S. Adams
                                      ----------------------------------
                                   Name:  James S. Adams
                                   Title: Senior Vice President, Chief
                                          Accounting Officer and Treasurer


                                   CIHC, INCORPORATED



                                   By: /s/ William T. Devanney, Jr.
                                      ----------------------------------
                                   Name:  William T. Devanney, Jr.
                                   Title: Senior Vice President, Corporate Taxes


                                   CDOC, INC.



                                   By: /s/ William T. Devanney, Jr.
                                      ----------------------------------
                                   Name:  William T. Devanney, Jr.
                                   Title: Senior Vice President, Corporate Taxes


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


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




<PAGE>


                                   JPMORGAN CHASE BANK



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


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



                                   By: /s/ Robert M. Wood, Jr.
                                      ----------------------------------
                                   Name:  Robert M. Wood, Jr.
                                   Title: Director



                                   By: /s/ Mark B. Cohen
                                      ----------------------------------
                                   Name:  Mark B. Cohen
                                   Title: Managing Director


                                   THE BANK OF NEW YORK


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



<PAGE>


                                   Schedule I

                               Material Litigation

          Litigation described in Form 10-Q of Conseco, Inc. for the quarterly
period ended September 30, 2001.

          Donald J. Trump v. Conseco, Inc., et al.



<PAGE>

                                    Exhibit A

                               Appendix Amendment


          AMENDMENT, dated as of March 20, 2002 (this "Amendment"), to the
Conseco, Inc. Appendix, dated as of September 22, 2000 (the "Appendix").

          1. Definitions. Unless otherwise defined herein, terms defined in the
Appendix and used herein shall have the meanings given to them in the Appendix.

          Amendment to Section 1.01. Section 1.01 is hereby amended as follows:

               (i) (a) by deleting in its entirety the definition of "Cash on
          Hand Target".

          (b) by amending the definition of "Conseco Adjusted Earnings" as
          follows:

               (i) by deleting the term "non-cash" each time it appears in
          clauses (f) and (g) thereof;

               (ii) by deleting the phrase "(provided that the after tax amounts
          described in clauses (f) and (g) shall not exceed in the aggregate
          $500,000,000 for any Calculation Period ending on or before September
          30, 2001, and $50,000,000 for any Calculation Period ending
          thereafter)" where it appears after clause (g) thereof and inserting
          in lieu thereof the following:

               "(provided that the after tax amounts described in clauses (f)
               and (g) shall not exceed (i) more than $500,000,000 in the
               aggregate accrued or incurred during Fiscal Year 2002 (provided
               that no more than $50,000,000 (accrued or incurred during Fiscal
               Year 2002) of such expenses, losses or other charges in the
               aggregate may be in cash), and (ii) more than $50,000,000 in the
               aggregate accrued or incurred for any Fiscal Year thereafter)";
               and

               (iii) by inserting the following sentence at the end thereof:

               "Notwithstanding the foregoing, Conseco Adjusted Earnings shall
               exclude any income or gain, or expense, loss or charge, (x)
               associated with Conseco's ownership of AT&T Wireless Stock, (y)
               resulting from any impairment of the D&O Facilities or (z) set
               forth on Annex II attached hereto, provided that the amounts set
               forth for the fiscal periods on such Annex may be excluded in the
               applicable Calculation Period prior to the date of the Amendment
               as well as any Calculation Period after the date of the Amendment
               that includes such fiscal period(s)."

<PAGE>


          (c) by amending the definition of "Conseco Finance Tangible Net Worth"
by deleting the text of clause (b) where it occurs in the definition thereof and
inserting in lieu thereof the following:

          "(b) any charges specified in clause (f) or (g) of the definition of
          Conseco Adjusted Earnings; provided that such charges shall not be
          permitted to exceed $150,000,000 on an after tax basis in the
          aggregate and no more than $15,000,000 of such $150,000,000 of charges
          on an after-tax basis may be in cash"

          (d) by amending the definition of "Interest Coverage Ratio" by
inserting the following sentence at the end thereof:

          "For purposes of determining the Interest Coverage Ratio, the term
          "Conseco Available Cash Flow" shall exclude the amount of (i) Net
          Proceeds received by Conseco in connection with any Disposition of any
          right or interest of Conseco or any of its Subsidiaries in the General
          Motors Building less (ii) the statutory carrying value of Conseco and
          its Subsidiaries in respect of the General Motors Building (the amount
          of clause (i) less the amount of clause (ii), the "GM Gain");
          provided, that in connection with determining the Interest Coverage
          Ratio for purposes of compliance with any conditions precedent to an
          extension of the maturity date of the $1.5 Billion Facility or any of
          the D&O Facilities, only the first $250,000,000 of any such GM Gain
          may be included in such determination."

          (e) by amending the definition of "Relevant CIHC Guaranty" by deleting
the second sentence thereof.

          (f) by deleting in its entirety the definition of "$144 Million D&O
Credit Agreement" and inserting in lieu thereof the following:

          "$144 Million D&O Credit Agreement" means the Credit Agreement, dated
          as of November 22, 2000, as amended, supplemented or otherwise
          modified or refinanced, among the individual borrowers parties
          thereto, the banks parties thereto and JPMorgan Chase Bank as
          administrative agent (relating to all of the then-existing loans under
          the $144 Million D&O Facility).

          (g) by deleting in its entirety the definition of "$181 Million D&O
Credit Agreement" and inserting in lieu thereof the following:

          "$181 Million D&O Credit Agreement" means collectively (i) the Credit
          Agreement, dated as of August 21, 1998, among the individual borrowers
          parties thereto, the banks parties thereto and Bank of America, N.A.,
          as administrative agent, as amended, supplemented or otherwise
          modified or refinanced, and (ii) the Credit Agreement, dated as of
          November 22, 2000, as amended, supplemented or otherwise modified or
          refinanced, (relating to certain but not all of the then-existing
          loans under the $181 Million D&O Facility) pursuant to which Bank of
          America, N.A. is the administrative agent.

                                      A-2
<PAGE>


          (h) by deleting in its entirety the definition of "$245 Million D&O
Credit Agreement" and inserting in lieu thereof the following:

          "$245 Million D&O Credit Agreement" means the Credit Agreement, dated
          as of November 22, 2000, as amended, supplemented or otherwise
          modified or refinanced, among the individual borrowers parties
          thereto, the banks parties thereto and Bank of America, N.A., as
          administrative agent (relating to all of the then-existing loans under
          the $245 Million D&O Facility).

          (i) by adding thereto the following new definitions in the appropriate
alphabetical order:

          "Amendment" means this Amendment, dated as of March 20, 2002, in
respect of the Appendix.

          "Amendment Effective Date" means the "Effective Date" as defined in
the Amendment.

          "AT&T Wireless Stock" means 10,319,050 shares of AT&T Wireless
Services, Inc. common stock par value $.01 per share.

          "Exchange Offer" means the exchange offer pursuant to the Offering
Memorandum dated as of March 18, 2002, pursuant to which Conseco offered to
exchange Specified Existing Public Debt for New Exchange Offer Public Debt in
accordance with the terms of such Offering Memorandum, any exchange offer in
connection with the registration of the New Exchange Offer Public Debt with the
Securities and Exchange Commission and any exchange offer on terms substantially
similar to the foregoing exchange offers.

          "General Motors Building" means the building located at 767 5th
Avenue, New York, NY 10153.

          "New Exchange Offer Public Debt" means the senior notes issued
pursuant to an Exchange Offer in exchange for Specified Existing Public Debt or
other New Exchange Offer Public Debt.

          "Specified Existing Public Debt" means collectively Conseco's 8.5%
Senior Notes due October 15, 2002, 6.4% Senior Notes due February 10, 2003,
8.75% Senior Notes due February 9, 2004, 6.8% Senior Notes due June 15, 2005, 9%
Senior Notes due October 15, 2006 and 10.75% Senior Notes due June 15, 2008.

          "Trigger Date" means (i) in the case of the sale of Sufficient Assets,
the Reduction Date and (ii) in the case of any other Approved Strategic
Alternative, the date such Approved Strategic Alternative is approved by the
Required Banks.

                                      A-3
<PAGE>

          2. Amendment to Section 1.03. Section 1.03 of the Appendix is hereby
amended by inserting at the end thereof a new Section 1.03(c):

          "(c) For purposes of calculating any financial covenants or related
          definitions hereunder, any charges taken to writeoff goodwill to the
          extent required by the Financial Accounting Standards Board of the
          American Institute of Certified Public Accountants Statement No. 142
          shall be excluded."

          (a) Amendment to Section 2.01. (a) Section 2.01(a) of the Appendix is
hereby amended by deleting such Section in its entirety and substituting in lieu
thereof the following:

          "(a) [Intentionally Omitted.]"

          (b) Section 2.01(b) of the Appendix is hereby amended by deleting such
Section 2.01(b) in its entirety and substituting in lieu thereof the following:

          "(b) On the Amendment Effective Date and thereafter, within three
          Business Days after Conseco or any of its Subsidiaries receives any
          Available Net Proceeds, such Available Net Proceeds shall be applied
          as follows: first, the first $352,000,000 shall be retained by
          Conseco; second, the next $313,000,000 shall be applied pro rata to
          the $1.5 Billion Facility and the Specified D&O Facilties (in the
          manner contemplated by Section 2.02(c)); third, following the
          application of $313,000,000 pursuant to clause second above and
          thereafter until the earlier of (i) December 31, 2003 and (ii) the
          application of an additional $250 million pursuant to this clause, 50%
          per transaction of any Available Net Proceeds shall be retained by
          Conseco and 50% per transaction of any Available Net Proceeds shall be
          applied pro rata to the $1.5 Billion Facility and the Specified D&O
          Facilities (in the manner contemplated by Section 2.02(c)); fourth,
          after the earlier of (i) December 31, 2003 and (ii) the application of
          an additional $250 million pursuant to clause third above, 25% per
          transaction of any Available Net Proceeds shall be retained by Conseco
          and 75% per transaction of any Available Net Proceeds shall be applied
          pro rata to the $1.5 Billion Facility and the Specified D&O Facilities
          (in the manner contemplated by Section 2.02(c)); and fifth, after
          March 31, 2004, 50% per transaction of any Available Net Proceeds
          shall be retained by Conseco and 50% per transaction of any Available
          Net Proceeds shall be applied pro rata to the $1.5 Billion Facility
          and the Specified D&O Facilities (in the manner contemplated by
          Section 2.02(c)); provided that in the event that the Relevant Banks
          under the D&O Facilities agree to grant Conseco an option to extend
          the date by which Conseco is required to pay, purchase or cash
          collateralize in full the D&O Facilities or the related Conseco
          Guaranty from December 31, 2003 until March 31, 2005, the application
          of Available Net Proceeds pursuant to this Section 2.01(b) to the $1.5
          Billion Facility and the D&O Facilities shall be as follows: (i) in
          clause second above, after $50,000,000 of Available Net Proceeds have
          been applied to the Specified D&O Facilities, the remainder shall be
          applied pro rata to the $1.5 Billion Facility and the D&O Facilities
          (in the manner contemplated by Section 2.02(c)); and (ii) in clauses
          third, fourth and fifth above, the references to the Specified D&O

                                      A-4
<PAGE>

          Facilities shall be deemed to be references to the D&O Facilities. Any
          Available Net Cash Proceeds referred to in this paragraph as being
          available for retention by Conseco (A) must, if received by a
          Subsidiary, be distributed to Conseco for such purpose if such
          distribution is not prohibited by law, rule or regulation or the
          Lehman Agreement and (B) may be used by Conseco for any purpose
          permitted by this Appendix.

          (c) Section 2.01(c) is hereby amended by deleting such Section in its
entirety and substituting in lieu thereof the following:

          "(c) [Intentionally Omitted]."

          (d) Amendment to Section 2.02. (a) Section 2.02(a) is hereby amended
by deleting such Section in its entirety and substituting in lieu thereof the
following:

          "(a) [Intentionally Omitted]."

          (e) Section 2.02(b) is hereby amended by deleting such Section in its
entirety and substituting in lieu thereof the following:

          "(b) [Intentionally Omitted]."

          (f) Section 2.02(c) is hereby amended by deleting such Section in its
entirety and substituting in lieu thereof the following:

          "(c) Any application of Available Net Proceeds allocated to the $1.5
          Billion Facility and the Specified D&O Facilities or the D&O
          Facilities, as applicable, pursuant to Section 2.01(b) (and any
          application of Net Proceeds pursuant to clause (a)(ii) of the
          definition of "Exempt Waterfall Amounts") shall be allocated ratably
          to each such Facility based on the aggregate Exposure then outstanding
          under such Facilities, and ratably to the Exposure of each Bank under
          each such Facility. The Available Net Proceeds so allocated to each
          Specified D&O Facility and D&O Facility, as applicable, at the
          discretion of Conseco, shall be either (i) deposited in a cash
          collateral account pursuant to the applicable Cash Collateral
          Agreement or (ii) applied to purchase or repay "Loans" made to the
          individual borrowers pursuant to the applicable Specified D&O Facility
          or D&O Facility, as applicable or (iii) applied to pay the related
          Conseco Guaranty."

          (g) Amendment to Article III. Article III of the Appendix is hereby
amended by adding at the end thereof the following new Sections 3.12 and 3.13:

          "3.12. Hiring of Ernst & Young. Conseco hereby agrees to (i) the
hiring by the Banks of Ernst & Young LLP as a financial advisor to review the
financial condition and performance of Conseco and its Subsidiaries, the
duration and scope of such review to be at the direction and under the control
of Conseco and the Agents (and Conseco agrees to use reasonable best efforts to
facilitate such review) and (ii) paying all fees, costs and expenses incurred
from time to time in connection with such review promptly upon receipt of an
invoice for such services.

                                      A-5
<PAGE>

          3.13. A.M. Best Rating Reduction Remedy. If on any date (the
"Reduction Date") the rating from A.M. Best Company is reduced to less than B+
on Bankers Life and Casualty Company, Conseco Annuity Assurance Company, Conseco
Health Insurance Company, Conseco Life Insurance Company or Conseco Senior
Health Insurance Company, Conseco shall be obligated to retain an investment
banker of national recognition (the "Investment Banker") reasonably satisfactory
to the Agents to explore strategic alternatives ("Strategic Alternatives") to
repaying in full in cash all Obligations under the $1.5 Billion Facility and
each of the D&O Facilities (or, in the case of the D&O Facilities, cash
collateralize such Facilities), which Strategic Alternatives shall include
either (i) the sale of one or more of its Subsidiaries ("Sufficient Assets") the
value of which will be sufficient to repay in full in cash all such Obligations,
(ii) such other Strategic Alternative(s) approved by the Required Banks or (iii)
both the sale of Sufficient Assets and one or more other Strategic Alternatives
approved by the Required Banks (clauses (i), (ii) or (iii), individually, an
"Approved Strategic Alternative"). At any time, the Required Banks may amend,
supplement or otherwise modify the requirements of this Section 3.13, including
amending the terms and/or conditions of an Approved Strategic Alternative,
releasing Conseco from its obligations to proceed with the sale of Sufficient
Assets or otherwise. Conseco and its Subsidiaries shall diligently pursue and
take material steps toward achieving each Approved Strategic Alternative,
including, to the extent applicable, the preparation and distribution of
offering materials with respect to each Approved Strategic Alternative,
facilitating advisors of Conseco in making contact with potential purchasers or
other relevant parties in their due diligence processes, using reasonable best
efforts to prepare, negotiate and execute transaction documents with respect
thereto and consummate such transactions.

          Conseco shall provide the Agents with bi-weekly written reports (in
form and scope acceptable to the Agents), describing the status of its progress
in pursuing, and actions it has taken and is planning on taking toward achieving
each Approved Strategic Alternative. Without limiting the generality of
Conseco's obligations set forth above, Conseco shall have:

          (A) Engaged the Investment Banker to explore Strategic Alternatives no
later than 30 days after the Reduction Date;

          (B) Distributed offering materials, and provided copies thereof to the
Agents, with respect to any Approved Strategic Alternative, no later than 90
days after the Trigger Date;

          (C) Used reasonable best efforts to receive written expressions of
interest, and provided copies thereof to the Agents, with respect to each
Approved Strategic Alternative, no later than 120 days after the Trigger Date;

          (D) Used reasonable best efforts to sign the appropriate transaction
documents with respect to any Approved Strategic Alternative no later than 180
days after the Trigger Date, unless the Required Banks have agreed to extend
such date; and

          (E) Used reasonable best efforts to consummate any Approved Strategic
Alternative no later than 270 days after the Trigger Date, unless the Required
Banks have agreed to extend such date."

                                      A-6
<PAGE>

          (h) Amendment to Section 4.01. Section 4.01 of the Appendix is hereby
amended by (i) deleting from Section 4.01(l) the word "and" where it appears at
the end of such Section 4.01, (ii) replacing in Section 4.01(m) the "." where it
appears at the end of such Section with a "; and" and (iii) adding at the end
thereof the following new subsection 4.01(n):

          "(n) subordinated Contingent Obligations of CIHC in respect of the New
          Exchange Offer Public Debt (the "Subordinated CIHC Guaranty"),
          provided that (i) such Subordinated CIHC Guaranty shall contain terms
          and conditions and shall be subordinated to any and all Obligations
          under the $1.5 Billion Facility and each of the D&O Facilities, in
          each case on terms and conditions satisfactory to the Agents and (ii)
          the Exchange Offer and the disclosures made in connection therewith
          (including, without limitation, pursuant to the Offering Memorandum)
          shall be on terms and conditions satisfactory to the Agents.

          3. Amendment to Section 4.08. Section 4.08(c) of the Appendix is
hereby amended by replacing the number "$100,000,000" where it appears in
Sections 4.08(c)(i) and 4.08(c)(ii) thereof with the number "$50,000,000".

          4. Amendment to Section 4.14. Section 4.14 of the Appendix is hereby
amended by deleting the table contained therein in its entirety and inserting in
lieu thereof the following table:
<TABLE>
<CAPTION>

                           "Fiscal Quarter
                           Ending                                     Ratio
                           ------                                     -----
                           <S>                                         <C>

                           December 31, 2001                           1.20 to 1.0
                           March 31, 2002                              1.25 to 1.0
                           June 30, 2002                               1.25 to 1.0
                           September 30, 2002                          1.10 to 1.0
                           December 31, 2002                           1.10 to 1.0
                           March 31, 2003                              1.30 to 1.0
                           June 30, 2003                               1.75 to 1.0
                           September 30, 2003                          1.90 to 1.0
                           December 31, 2003                           2.15 to 1.0
                           March 31, 2004                              2.25 to 1.0
                           June 30, 2004                               2.50 to 1.0
                           September 30, 2004                          2.50 to 1.0
                           December 31, 2004 and thereafter            2.50 to 1.0"
</TABLE>

          5. Amendment to Section 4.15. Section 4.15 of the Appendix is hereby
amended by (i) deleting the parenthetical contained therein and (ii) deleting
the table contained therein in its entirety and inserting in lieu thereof the
following table:

                                      A-7
<PAGE>

<TABLE>
<CAPTION>

                           "Fiscal Quarter
                           Ending                                     Amount
                           ------                                     ------
                           <S>                                       <C>
                           December 31, 2001                          $1,600,000,000
                           March 31, 2002                             $1,200,000,000
                           June 30, 2002                              $1,200,000,000
                           September 30, 2002                         $1,200,000,000
                           December 31, 2002                          $1,300,000,000
                           March 31, 2003                             $1,300,000,000
                           June 30, 2003                              $1,350,000,000
                           September 30, 2003                         $1,400,000,000
                           December 31, 2003                          $1,400,000,000
                           March 31, 2004                             $1,500,000,000
                           June 30, 2004                              $1,500,000,000
                           September 30, 2004                         $1,700,000,000
                           December 31, 2004 and thereafter           $1,700,000,000"
</TABLE>

          6. Amendment to Section 4.16. Section 4.16 of the Appendix is hereby
amended by deleting such Section in its entirety and inserting in lieu thereof
the following:

               "4.16. Conseco Finance Tangible Net Worth. Conseco shall not
permit Conseco Finance Tangible Net Worth as at the end of any Fiscal Quarter
set forth below to be less than the relevant amount set forth below:
<TABLE>
<CAPTION>

                           Fiscal Quarter
                           Ending                                     Amount
                           ------                                     ------
                           <S>                                        <C>

                           December 31, 2001                          $1,200,000,000
                           March 31, 2002                             $1,200,000,000
                           June 30, 2002                              $1,200,000,000
                           September 30, 2002                         $1,200,000,000
                           December 31, 2002                          $1,200,000,000
                           March 31, 2003                             $1,200,000,000
                           June 30, 2003                              $1,200,000,000
                           September 30, 2003                         $1,200,000,000
                           December 31, 2003                          $1,300,000,000
                           March 31, 2004                             $1,300,000,000
                           June 30, 2004                              $1,300,000,000
                           September 30, 2004                         $1,300,000,000
                           December 31, 2004                          $1,300,000,000
                           March 31, 2005 and thereafter              $1,600,000,000"
</TABLE>

          7. Amendment to Section 4.17. Section 4.17 is hereby amended by
replacing the percentage "200%" where it appears therein with the percentage
"250%".

          8. Amendment to Section 5.01. Section 5.01(c) is hereby amended by
deleting the reference therein to "3.03(a), 4.01" and substituting in lieu
thereof a reference to "3.03(a), 3.12(i), 3.13(A), (B) or (E), 4.01".

                                      A-8
<PAGE>


                                                                        ANNEX II



                         Consolidated Adjusted Earnings

                              Excluded Transactions


Conseco, Inc.
Analysis of Special Charges
Four Quarters Ended December 31,
2001
<TABLE>
<CAPTION>

                                         1Q01            2Q01           3Q01            4Q01            2001
                                    --------------------------------------------------------------------------------
<S>                                <C>               <C>            <C>             <C>             <C>
Employment-Related                    (600,000)       4,968,600      4,745,126       2,350,000       11,463,726

Exit Costs/Restructuring            20,709,158        1,047,338        791,676       3,441,534       25,989,706

Advisory Fees                           86,275        2,044,264      1,512,020         144,034        3,786,593

Legal Fees                           4,382,435        3,100,000           -         26,748,986       34,231,421

Loss on Disposition of Asset         8,624,576        2,400,000           -               -          11,024,576

Outsourcing                               -           2,454,000      4,372,000       3,798,000       10,624,000

Miscellaneous                          401,045          178,636        124,516      (2,539,550)      (1,835,353)

Amort. of deferred sales                  -                -         3,176,576            -           3,176,576

Valuation Adjustments                6,000,000             -              -         (2,500,000)       3,500,000
                                    --------------------------------------------------------------------------------

                                    39,603,490       16,192,838     14,721,914      31,443,004      101,961,246


Less Cash Special Charges               46,475       (6,467,182)    (5,852,042)           -         (12,272,749)

Cap on Special Charge Basket              -                -              -        (12,115,401)     (12,115,401)
                                    --------------------------------------------------------------------------------

Sub-total-Accrued Special Charges   39,649,965        9,725,656      8,869,872      19,327,603       77,573,096

Income Taxes on Accrued Special
Charges                            (14,300,000)      (3,403,980)    (3,104,455)     (6,764,661)     (27,573,096)
                                    --------------------------------------------------------------------------------

Total Conseco, Inc. and
Subsidiaries Special Charges After
Tax                                 25,349,965        6,321,676      5,765,417      12,562,942       50,000,000
                                    ================================================================================

</TABLE>


                                      A-9
<PAGE>



                                    Exhibit B

                              Form of Reaffirmation

March ___, 2002

Bank of America, N.A., as Administrative Agent
231 South LaSalle Street
Chicago, Illinois 60697

Attention: ________________

          Re:  First Stage Amendment and Agreement, dated March 20, 2002 (the
               "Agreement"), among Conseco, Inc. ("Conseco"), CDOC, Inc.
               ("CDOC"), CIHC, Incorporated ("CIHC"), the financial institutions
               party thereto (collectively, the "Banks"), and Bank of America,
               N.A., as Administrative Agent (the "Administrative Agent")

Ladies and Gentlemen:

          Reference is made to the Agreement. Capitalized terms used herein,
unless otherwise defined herein, shall have the meaning assigned thereto in the
Agreement.

          This letter is intended to constitute the reaffirmation (this
"Reaffirmation") of specified documents referenced in the Agreement, and, as
such, is being delivered to satisfy the condition of Section 8.1(e) of the
Agreement, which requires a reaffirmation of the agreements listed on Schedule I
hereto (the "Reaffirmed Agreements") as a condition to the effectiveness of the
Agreement. This letter is for the benefit of the Administrative Agent and the
Banks.

          Each of the parties hereto hereby reaffirm the Reaffirmed Agreements
to which it is a party in each and every respect, including, without limitation,
the validity of any and all of its obligations under each of the Reaffirmed
Agreements including, without limitation, regardless of:

               (a) any defense any borrower has, may have, or may otherwise
          assert with respect to his, her, or its liability for any loans or
          otherwise with respect to any other obligation any such borrower may
          have under the Credit Agreement, dated as of August 21, 1998, among
          the persons listed on the signature pages thereto, as Borrowers, the
          Banks and the Administrative Agent (the "Credit Agreement"), or any
          Loan Document relating thereto, including, without limitation, any
          defense asserted or that might be asserted by any such borrower as
          arising from:

                    (i) the execution, delivery and performance or
               non-performance by any party under of the September 22, 2000
               Agreement,

                    (ii) the execution, delivery, and performance or
               non-performance by any party under the Credit Agreement,

<PAGE>

                    (iii) the execution, delivery or non-performance by any
               party under any other Loan Document and/or

                    (iv) any aspect of the Plan, and/or

               (b) any past, present, or future exercise or non-exercise by the
          Administrative Agent of any right, power and/or remedy against any
          borrower under the Credit Agreement (and/ or his, her, or its
          property), any Cash Collateral Deposits (as such term is defined in
          the September 22, 2000 Agreement), or CIHC (and/or its property).

          Furthermore, each of the parties hereto hereby (a) confirms that it
has requested the Administrative Agent and the Banks to enter into the Agreement
and (b) acknowledges that the Administrative Agent and the Banks would not enter
into the Agreement in the absence of its reaffirmation of the Reaffirmed
Agreements and that the Administrative Agent and the Banks are thus relying upon
such reaffirmation.

          Each of the undersigned represents and warrants that he or she has
been properly authorized to execute and deliver this Reaffirmation on behalf of
Conseco, CIHC or CDOC, as applicable.

          Finally, each of the undersigned acknowledge that each of the
Administrative Agent, the Banks, and their respective successors and assigns
shall be entitled to rely upon this Reaffirmation and that this Reaffirmation is
governed by Illinois law.

                               [signatures follow]



                                      B-2

<PAGE>


                                        Very truly yours,


                                        CONSECO, INC.

                                        By: /s/ James S. Adams
                                           ------------------------------------
                                        Name:  James S. Adams
                                        Title: Senior Vice President, Chief
                                               Accounting Officer and Treasurer

                                        CIHC, INCORPORATED


                                        By: /s/ William T. Devanney, Jr.
                                           ------------------------------------
                                        Name:  William T. Devanney, Jr.
                                        Title: Senior Vice President,
                                               Corporate Taxes


                                        CDOC, INC.


                                        By: /s/ William T. Devanney, Jr.
                                           ------------------------------------
                                        Name:  William T. Devanney, Jr.
                                        Title: Senior Vice President,
                                               Corporate Taxes

                                      B-3
<PAGE>



                                Schedule I


          1. Guaranty, dated August 21, 1998, between Conseco, Inc. as Guarantor
and Bank of America, National Association as Administrative Agent

          2. Guaranty and Subordination Agreement, dated as of September 22,
2000, made by CIHC, Incorporated, as Guarantor and Subordinated Borrower,
Conseco Inc. as Obligor and Subordinated Lender, in favor of Bank of America,
National Association as Administrative Agent

          3. Amended and Restated Cash Collateral Pledge Agreement, dated as of
November 22, 2000, among CDOC, Inc, Bank of America , National Association as
Collateral Agent and Bank of America, National Association as Depositary Bank


                                      B-4