Conseco shares fall on weak profit forecast

Conseco Inc. hopes that an amendment to its bank loans announced today helps it fetch a higher price in an upcoming public
offering of stock.

But the company’s 2010 profit forecast, also announced today, is
sending its shares in the opposite direction.

The Carmel-based life and health insurer expects
profit next year in a range of $145 million to $170 million, or 55 cents to 65 cents per diluted share.

Those totals, which exclude investment gains or losses, are far lower than the 86 cents per share
expected by Wall Street analysts, according to a survey by Thomson Financial Network.

The news sent shares of Conseco
tumbling Tuesday morning as much as 7 percent to as low as $4.80 apiece.

Conseco plans to
sell at least $200 million in new shares by mid-January.

Since Conseco’s investment assets plunged in
value a year ago, investors have been concerned that the company is operating with slim margins on the terms of its bank loans.

To alleviate those concerns, the company is now negotiating for looser restrictions on its bank loans, which total
$817.8 million.

For example, Conseco’s current loan agreement requires it to have at least $1.27 billion
by June 30 in reserves at its insurance company units, something called statutory capital and surplus. But Conseco wants its
lenders to step up those requirements gradually, from $1.1 billion now to $1.2 billion in 2011 and $1.3 billion in 2012.

Conseco is asking for similar breathing room on the amount of total capital it must have beyond the levels required
by insurance regulators, as well as the amount of its earnings compared with the size of its interest payments.

In
exchange, Conseco has agreed to pay $150 million of the proceeds of its stock offering toward its bank loans. If Conseco
sells more than $200 million in stock, it will pay its lenders 50 cents of every dollar above $200 million.

Those
payments would excuse Conseco from making its normally scheduled principal payments in 2010. But Conseco also would begin
paying about $8 million a year in interest that it had been deferring until the end of the life of its loans.

In
order to make these changes, Conseco would incur $2.3 million in fees.

It is the second time this year that Conseco
has amended its bank loans. In March, when the company was facing a cash crisis, it agreed to make higher interest payments
in exchange for looser requirements for its capital reserves.

The new agreement, if approved, would maintain those
higher interest payments, which are costing the company $45 million a year.

But since March, Conseco has received
a $78 million investment by a New York hedge fund, Paulson & Co., and has refinanced some of its bonds, making its capital
position much more secure.

Tom Barta, Conseco’s senior vice president of financial planning
and analysis, said Conseco does not mind paying down its debt and said the looser loan restrictions—also
called covenants—should reassure investors.

“The market has always kind of undervalued
our stock because of how tight everybody thought we were with our covenants,” he said.