IN RE CONSECO

CAROL A. DOYLE, United States Bankruptcy Judge

Upon consideration of the motion (the "Motion") by Conseco, Inc. and certain of its domestic subsidiaries (the "Initial Debtors," individually an "Initial Debtor") having filed voluntary petitions on December 17, 2002 (the "Initial Cases") together with certain domestic subsidiaries of Initial Debtor Conseco Finance Corp. having filed voluntary petitions on February 1, 2003 (the "CFC Subsidiary Debtors," collectively with the Initial Debtors, the "Debtors"), debtors and debtors in possession herein, for an order pursuant to section 105(a) of the Bankruptcy Code directing certain orders in the chapter 11 cases of the Initial Debtors be made applicable to the CFC Subsidiary Debtors; it appearing that this Court has jurisdiction over this matter pursuant to 28 U.S.C. § 157 and 1334; it appearing that this proceeding is a core proceeding pursuant to 28 U.S.C. § 157 (b)(2); it appearing that venue of this proceeding and this Motion is proper in this district pursuant to 28 U.S.C. § 1408 and 1409; it appearing that the relief requested in the Motion is in the best interest of the Debtors, their estates and creditors; it appearing that due notice of the Motion has been given and no further notice need be given; upon the proceedings before the Court; and good and sufficient cause appearing thoroughfare it is hereby;

All capitalized terms not defined herein shall have the meanings ascribed thereto in the Motion.

ORDERED that the Motion is granted; and it is further

ORDERED that the First Day Orders in the Initial Cases set forth onExhibit 1 attached hereto, as modified by the additional relief requested in the Motion, are applicable to the CFC Subsidiary Debtors effective on a final basis as of February 1, 2003, as if the CFC Subsidiary Debtors were Initial Debtors referred to in such Entered Orders; and it is further

ORDERED that the Entered Orders in the Initial Cases set forth onExhibit 2 attached hereto, as modified by the additional relief requested in the Motion, are applicable to the CFC Subsidiary Debtors effective on an interim basis as of February 3, 2003. If no objection to entry of the Entered Orders in the CFC Subsidiary Debtors' cases is filed with the Court and served on proposed counsel to the CFC Subsidiary Debtors Within 15 days after entry of this Proposed Order, the Entered Orders shall be entered as final orders and shall be treated as if the CFC Subsidiary Debtors were Initial Debtors referred therein, In the event that an objection to an Entered Order is timely filed and served, the CFC Subsidiary Debtors shall set the matter for hearing before this Court as soon as practicable, and the disputed Entered Order shall remain in effect on an interim basis until such time as this Court or the parties can resolve the matter on a final basis; and it is further

ORDERED that the Debtors are authorized to expend such additional sums of money as set forth in the Motion to allow the CFC Subsidiary Debtors to conduct their businesses as though the Entered Orders on Exhibit 1 applied to them in the first instance and as though the Pending Orders on Exhibit 2 apply to them upon entry by this Court; and it is further

ORDERED that the CFC Debtors may continue to process payments for the CFC Subsidiary Debtors subsequent to the CFC Subsidiary Debtors' Petition Date; and it is further

ORDERED that all financial institutions of the CFC Debtors and/or the CFC Subsidiary Debtors shall be authorized and directed to honor all outstanding checks issued by or on behalf of the CFC Subsidiary Debtors prior to the CFC Subsidiary Debtors' Petition Date; and it is further

ORDERED that any findings contained in the Entered Orders in connection with, inter alia the applicability of section 364(e) of the Bankruptcy Code are incorporated by reference herein and, accordingly, this Order shall be nonappealable with respect to the incorporation of any Entered Orders that themselves were nonappealable upon entry, subject only to the limited objection period set forth in paragraph above; and it is further

ORDERED that the Debtors are authorized and empowered to take all actions necessary to implement the relief granted in this Order; and it is further

ORDERED that this Court retains jurisdiction with respect to all matters arising from or related to the implementation of this Order; and it is further

ORDERED that notwithstanding the possible applicability of F.R.Bankr.P. 6004(g), 6006(d), 7062, 9014, or otherwise, the terms and conditions of this order shall be immediately effective and enforceable upon its entry.

EXHIBIT 1 (to be effective on a final basis to CFC Subsidiary Debtors immediately upon entry of the Proposed Order).

• All Orders admitting attorneys to practice pro hac vice pursuant to Local District Rule 602;

• Order Authorizing Mailing of Initial Notices and Filing of Consolidated List of Creditors in Lieu of a Matrix by Debtors;

• Order Authorizing the Debtors to Pay Sales, Use and Franchise Taxes and Certain Other Government Charges;

• Order Authorizing (A) the CFC Debtors to Honor Their Obligations in Connection with (I) the Servicing of Existing Loans, (II) the Funding of Approved Customer Loans; (B) Authorizing the CFC Debtors to Sell and Securities Loans in the Ordinary Course of Business and Approving Notice Procedures Related Thereto; and (C) Authorizing and Directing Banks to Honor Checks and Wire Transfers;

• Order (A) Deeming Utilities of the CFC Debtors Adequately Assured of Future Performance and (B) Establishing a Procedure for Determining Adequate Assurance Pursuant to 11 U.S.C. § 366;

• Order Authorizing the CFC Debtors to Continue to (A) Service Their Non-Debtor Insurance Agencies' insurance Portfolios; (B) Remit Insurance Premium Payments to Applicable Insurance Companies; (C) Perform CFC Debtors' Contractual Obligations Under the Trust Agreements; and (D) Authorize and Direct Financial Institutions to Honor and Process Checks and Transfers Related to Such Claims;

• Order Establishing Procedures for Interim Compensation and Reimbursement of Expenses for Professionals and Official Committee Members;

• Order Granting, in Part, CFC Debtors' Motion for Order Pursuant to §§ 105(a), 363, 365, and 1146(C) of the Bankruptcy Code (I)(A) Establishing the Bidding Procedures in Connection with the Sale of Substantially all of the Assets of the CFC Debtors, including Certain Buyer Protections; (B) Approving the Form and Manner of Notices; (C) Approving the Form of the Asset Purchase Agreement, (D) Setting a Sale Hearing, and (E) Granting Related Relief; (II) Approving the Sale of the CFC Debtors Assets Free and Clear of All liens, Claims and Encumbrances to the Successful Bidder; (III) Authorizing the Assumption and Assignment of Certain Executory Contracts and Leases;

• Order Authorizing (A) Payment of Prepetition Claims of Critical Private Label Credit Card Merchants; (B) Authorizing Payment of Merchants Incentive Program Obligations; (C) Authorizing Sale of Accounts in the Ordinary Course of Business; and (D) Authorizing and Directing Financial Institutions to Honor and Process Checks and Transfers Related to Such Claims; and

• Order Authorizing (A) CFC Debtors to (i) Maintain Existing Bank Accounts, (ii) Continue Use of Existing Checks and Business Forms, (iii) Continue Use of Existing Cash Management System and (iv) Continue Use of Existing Investment Practices, and (B) Granting Superpriority Status to Intercompany Claims ( Applies to Section (A) Only).

EXHIBIT 2 (to be effective to CFC Subsidiary Debtors on an interim basis upon entry of the Proposed Order and on a final basis upon expiration of the 15 day negative notice period). • Order (I) Approving Bidding Procedures in Connection with the Sale of Substantially All of the Assets of the CFC Debtors, Including Certain Buyer Protections; (II) Approving the Form and Manner of Notices and (III) Approving Procedures for Approval of the Sale;

• Order (A) Authorizing the CFC Debtors to Pay Prepetition Claims of Critical Vendors and Service Providers by CFC Debtors and (B) Authorizing and Directing Financial Institutions to Honor and Process Checks and Transfer Related to Such Claims;

• Order Approving Lift Stay Procedures for Foreclosure Action by CFC Debtors;

• Order Pursuant to §§ 105(a), 363(b) and 554(a) of the Bankruptcy Code Authorizing and Approving Expedited Procedures for the Sale or Abandonment of the De Minimis Assets;

• Order Authorizing the Debtors to Employ and Compensate Professionals Utilized in the Ordinary Course of the Debtors' Businesses;

• Order Establishing Certain Notice, Case Management and Administration Procedures;

• Order Approving First Amended Notice, Case Management and Administrative Procedures;

• Order Authorizing (A) CFC Debtors to (i) Maintain Existing Bank Accounts, (ii) Continue Use of Existing Checks and Business Forms, (iii) Continue Use of Existing Cash Management System and (iv) Continue Use of Existing Investment Practices, and (B) Granting Superpriority Status to Intercompany Claims ( Applies to Section (B) Only).

EXHIBIT 3 List of Bank Accounts