Conseco Declines Proposal from Steel Partners II, L.P.; Proposal Would Reduce Conseco's Financial Flexibility and Potentially Disadvantage Other Sh... ( CARMEL Ind. May 29 /- Conseco Inc...)

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Conseco Declines Proposal from Steel Partners II, L.P.; Proposal Would Reduce Conseco's Financial Flexibility and Potentially Disadvantage Other Shareholders

Date:5/29/2008

CARMEL, Ind., May 29 /PRNewswire-FirstCall/ -- Conseco, Inc. (NYSE: CNO) today announced that it is declining to support a proposal made by Steel Partners II, L.P. to increase its percentage ownership of Conseco up to 22%. A copy of the response letter sent to Steel Partners by Conseco is attached to this press release.

Conseco, Inc.'s insurance companies help protect working American families and seniors from financial adversity: Medicare supplement, long-term care, cancer, heart/stroke and accident policies protect people against major unplanned expenses; annuities and life insurance products help people plan for their financial futures. For more information, visit Conseco's web site at http://www.conseco.com .

May 29, 2008

Steel Partners II, L.P.

590 Madison Avenue 32nd Floor

New York, NY 10022

Attn: Mr. Jack L. Howard

Dear Jack:

Thank you for your letter of May 19th, 2008. On behalf of the Board of Directors of Conseco, Inc. ("Conseco" or the "Company"), we appreciate your interest in the Company as demonstrated by your group's substantial share ownership. The Conseco Board discussed your letter at a regularly scheduled meeting.

You indicated in the letter your intention to seek permission to become a "controlling person" as defined by the various state insurance codes. The letter also indicated that you intend to seek permission from our regulators to increase your shareholding from 10% up to 22%, the maximum you calculated as permissible without tripping the limitations on utilization of the Company's tax loss carry-forward under Section 382 of the Internal Revenue code. Your stated intention is to accomplish this through a "modified Dutch auction" structure. The Letter sought the support of Conseco in complying with "all applicable law and regulatory filings" and supporting your application with the regulators.

In order to incre
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Conseco Declines Proposal from Steel Partners II, L.P.; Proposal Would Reduce Conseco's Financial Flexibility and Potentially Disadvantage Other Sh...( CARMEL Ind. May 29 /- Conseco Inc...),Health