Vice President, Human Resources Employment Agreement

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
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This EMPLOYMENT AGREEMENT, dated as of the 17th day of August, 2007 is between Conseco Services, LLC, an Indiana limited liability company ("Company"), and Susan L. Menzel ("Executive").


WHEREAS, the Company and Executive entered into an Employment Agreement dated May 3, 2005, and they now desire to amend and restate such agreement.


WHEREAS, the continued services of Executive and her managerial and professional experience are of value to the Company.


WHEREAS, the Company desires to continue to have the benefit and advantage of the services of Executive for an extended period to assist the Company and Conseco, Inc. ("Conseco") upon the terms and conditions set forth herein.


NOW, THEREFORE, in consideration of the foregoing and the mutual covenants contained herein, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:


1. Employment. The Company hereby employs Executive and Executive hereby accepts employment upon the terms and conditions hereinafter set forth.


2. Term. The effective date of this agreement (the "Agreement") shall be the date set forth above (the "Effective Date"). Subject to the provisions for termination as provided in Section 10 hereof, the term of Executive's employment under this Agreement shall be the period beginning on the Effective Date and ending on May 31, 2010 (the "Term"). The Term shall not be automatically renewed and shall end upon any earlier termination of Executive's employment with the Company.


3. Duties. During the Term, Executive shall be engaged by the Company in the capacity of Executive Vice President, Human Resources of the Company and Conseco. Executive shall report to the Chief Executive Officer of Conseco (or such other senior officer of Conseco designated by the President or the Chief Executive Officer of Conseco) regarding the performance of her duties.


4. Extent of Services. During the Term, subject to the direction and control of the President or the Chief Executive Officer of Conseco or the designee of any such officer, Executive shall have the power and authority commensurate with her executive status and necessary to perform her duties hereunder. Executive shall devote her entire employable time, attention and best efforts to the business of the Company and, during the Term, shall not, without the consent of the Company, be actively engaged in any other business activity, whether or not such business activity is pursued for gain, profit or other pecuniary advantage; provided, however, that, subject to Section 9 hereof, this shall not be construed as preventing Executive from serving on boards of professional, community, civic, education, charitable and corporate organizations on which he presently serves or may choose to serve or investing her assets in such


form or manner as will not require any services on the part of Executive in the operation of the affairs of the companies in which such investments are made (to the extent not in violation of the noncompete and nonsolicitation provisions of Section 9 hereof); provided, however, that corporate organizations shall be limited to those mutually agreed upon by Executive and the Company.


5. Compensation. During the Term:


(a) As compensation for services hereunder rendered during the Term
hereof, Executive shall receive a base salary ("Base Salary") of Three
Hundred Twenty-Seven Thousand Six Hundred Dollars ($327,600) per year
payable in equal installments in accordance with the Company's payroll
procedure for its salaried executives. Salary payments and other payments
under this Agreement shall be subject to withholding of taxes and other
appropriate and customary amounts. Executive may receive increases in her
Base Salary from time to time, based upon her performance, subject to
approval of the Company.


(b) In addition to Base Salary, Executive will have an opportunity to
earn a bonus each year as determined by the Company, with a target annual
bonus equal to 50% of Executive's Base Salary (the "Target Bonus") and a
maximum annual bonus of 100% of Executive's Base Salary with respect to any
calendar year, with such bonus payable at such time that other similar
payments are made to other Company executives. For purposes of
clarification, annual executive bonuses are generally paid in March of the
year following the year with respect to which such bonuses are payable, if
Executive remains employed with the Company through such date or as
otherwise payable under Section 11 of this Agreement. Notwithstanding the
above, Executive will be entitled to a bonus for 2010 of an amount that is
not less than a pro-rata portion of the 2010 Target Bonus if Executive
remains employed through the end of the Term. The Target Bonuses will be
based on financial and other objective targets that the Company believes
are reasonably attainable at the time that they are set.


(c) Executive shall also be eligible to participate in and receive
future grants under any stock option or equity-based program offered by
Conseco to executives of similar title and responsibility, if any, subject
to the discretion of the Board of Directors of Conseco (the "Board").


6. Fringe Benefits. During the Term:


(a) Executive shall be entitled to participate in such existing
executive benefit plans and insurance programs offered by the Company, or
which it may adopt from time to time, for its executive management or
supervisory personnel generally, in accordance with the eligibility
requirements for participation therein. Nothing herein shall be construed
so as to prevent the Company from modifying or terminating any executive
benefit plans or programs, or executive fringe benefits, that it may adopt
from time to time.


(b) Executive shall be entitled to four weeks of vacation with pay each
year.


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(c) Executive may incur reasonable expenses for promoting the Company's
business, including expenses for entertainment, travel, and similar items.
The Company shall reimburse Executive for all such reasonable expenses upon
Executive's presentation of an itemized account of such expenditures.


7. Disability. If Executive shall become physically or mentally disabled during the Term to the extent that her ability to perform her duties and services hereunder is materially and adversely impaired, her Base Salary, bonus and other compensation provided herein shall continue while she remains employed by the Company; provided, that if such disability (as confirmed by competent medical evidence) continues for at least three (3) consecutive months, the Company may terminate Executive's employment hereunder, in which case the Company immediately shall pay Executive a cash payment equal to (i) her annual Base Salary as provided in Section 5(a) hereof to the extent earned but unpaid as of the date of termination ("Unpaid Salary"), (ii) the bonus payable pursuant to Section 5(b) for the fiscal year of the Company ending prior to the date of termination (to the extent earned based on performance under the goals and objectives of the applicable plan but not previously paid) ("Unpaid Bonus"), (iii) Executive's then accrued but unused vacation ("Unpaid Vacation") (the Unpaid Salary, Unpaid Bonus and Unpaid Vacation referred to sometimes together as the "Accrued Amounts"), (iv) a pro rata Target Bonus for the year in which the termination for Disability occurred, and (v) one times Base Salary. All stock options, restricted stock and/or other awards held by Executive shall be treated in accordance with the applicable grant agreements. No payments or vesting under this paragraph will be made if such disability arose primarily from (a) chronic use of intoxicants, drugs or narcotics (other than drugs prescribed to Executive by a physician and used by Executive for their intended purpose for which they had been prescribed) or (b) intentionally self-inflicted injury or intentionally self-induced illness.


8. Disclosure of Information. Executive acknowledges that, in and as a result of her employment with the Company, she has been and will be making use of, acquiring and/or adding to confidential information of the Company and its affiliates of a special and unique nature and value. As a material inducement to the Company to enter into this Agreement and to pay to Executive the compensation stated in Section 5, as well as any additional benefits stated herein, Executive covenants and agrees that she shall not, at any time while she is employed by the Company or at any time thereafter, directly or indirectly, divulge or disclose for any purpose whatsoever, any confidential information (whether or not specifically labeled or identified as "confidential information"), in any form or medium, that has been obtained by or disclosed to her as a result of her employment with the Company and which the Company or any of its affiliates has taken appropriate steps to safeguard, except to the extent that such confidential information (a) becomes a matter of public record or is published in a newspaper, magazine or other periodical available to the general public, other than as a result of any act or omission of Executive, (b) is required to be disclosed by any law, regulation or order of any court or regulatory commission, department or agency, in which event Executive shall give prompt notice of such requirement to the Company to enable the Company to seek an appropriate protective order or confidential treatment, or (c) must be disclosed to enable Executive properly to perform her duties under this Agreement. Upon the termination of Executive's employment, Executive shall return such information (in whatever form) obtained from or belonging to the Company or any of its affiliates which she may have in her possession or control.


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9. Covenants Against Solicitation. Executive acknowledges that the services she is to render to the Company and its affiliates are of a special and unusual character, with a unique value to the Company and its affiliates, the loss of which cannot adequately be compensated by damages or an action at law. In view of the unique value to the Company and its affiliates of the services of Executive for which the Company has contracted hereunder, because of the confidential information to be obtained by, or disclosed to, Executive as set forth in Section 8 above, and as a material inducement to the Company to enter into this Agreement and to pay to Executive the compensation stated in Section 5 hereof, as well as any additional benefits stated herein, and other good and valuable consideration, Executive covenants and agrees that throughout the period Executive remains employed or compensated hereunder and for one year thereafter, Executive shall not, directly or indirectly, anywhere in the United States of America (i) solicit or attempt to convert to other insurance carriers or other corporations, persons or other entities providing these same or similar products or services provided by the Company and its affiliates, any customers or policyholders of the Company or any of its affiliates or (ii) solicit for employment or employ any employee of the Company or any of its affiliates. Should any particular covenant or provision of this Section 9 be held unreasonable or contrary to public policy for any reason, including, without limitation, the time period, geographical area, or scope of activity covered by any restrictive covenant or provision, the Company and Executive acknowledge and agree that such covenant or provision shall automatically be deemed modified such that the contested covenant or provision shall have the closest effect permitted by applicable law to the original form and shall be given effect and enforced as so modified to whatever extent would be reasonable and enforce ...