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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

ase its holding above 10%, Steel Partners will be required to file an Acquisition of Control (Form A) Application with, and receive the approval of, the insurance regulatory authorities in Arizona, Indiana, Illinois, New York, Pennsylvania and Texas, the six states in which Conseco's insurance subsidiaries are domiciled. In considering the Form A application by Steel Partners, the insurance regulators generally must find that the applicant meets certain statutory standards. Among these statutory standards, the applicable insurance regulatory authorities must determine that the Form A applicant has the experience and integrity appropriate to be in control of 100% of a regulated insurance company, as no further approvals are generally required to increase the potential controlling person's shareholding. The insurance authorities may seek specific undertakings by the potential controlling person or by the Company. The Form A process involves extensive disclosure by the potential controlling person and all of its directors, officers and controlling persons as well as disclosures regarding the Form A applicant's future plans for the company that is the subject of the Form A Application. In certain states, the Form A approval process also often involves extensive public comment and public hearings. If you choose to pursue the Form A process, we will comply with any regulatory obligations that we have, but otherwise we will not support or agree not to object to your applications for the reasons discussed below.

Conseco appreciates the interest of you, and any other shareholder, in purchasing its shares. However, as we have publicly disclosed, Conseco has substantial tax loss carry-forwards that, as you noted, are an extremely valuable asset. As we have also publicly disclosed, including in our most recent 10-Q, the utilization of such tax loss carry-forwards depends, among many other things, on the application of Section 382 of the Internal Revenue Code. Section 382
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SOURCE Conseco, Inc.
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