Exhibit 2.1

IN THE UNITED STATES BANKRUPTCY COURT
FOR THE NORTHERN DISTRICT OF ILLINOIS
EASTERN DIVISION

In re: ) Chapter 11
)
Conseco, Inc., et al.,(1) )
-- --- )
) Case No. 02 B49672
Debtors. ) (Jointly Administered)
) Honorable Carol A. Doyle
)
)
)
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DEBTORS' JOINT PLAN OF REORGANIZATION PURSUANT TO
CHAPTER 11 OF THE UNITED STATES BANKRUPTCY CODE

James H.M. Sprayregen, P.C.
Anne M. Huber
Anup Sathy
Ross M. Kwasteniet
KIRKLAND & ELLIS
200 East Randolph Drive
Chicago, Illinois 60601
(312) 861-2000

Counsel for the Debtors and Debtors in Possession
Dated: January 31, 2003

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1 The Debtors are the following entities: Conseco, Inc., CIHC, Incorporated,
CTIHC, Inc., Partners Health Group Inc., Conseco Finance Corp. and Conseco
Finance Servicing Corp.

TABLE OF CONTENTS

Page
Article I. DEFINED TERMS, RULES OF INTERPRETATION, COMPUTATION OF TIME AND GOVERNING LAW..........................1
A. Rules of Interpretation, Computation of Time and Governing Law..................................1
B. Reorganizing and Liquidating Debtors............................................................1
C. Severability of Plan Provisions.................................................................1
D. Substantive Consolidation.......................................................................2
E. Defined Terms...................................................................................2
Article II. ADMINISTRATIVE AND PRIORITY TAX CLAIMS AGAINST ALL OF THE DEBTORS....................................16
A. Administrative Claims..........................................................................16
B. Priority Tax Claims............................................................................16
Article III. REORGANIZING DEBTORS: CLASSIFICATION AND TREATMENT OF CLASSIFIED CLAIMS AND EQUITY INTERESTS.......16
A. Summary........................................................................................16
B. Classification and Treatment of Classified Claims and Equity Interests: CNC...................18
C. Classification and Treatment of Classified Claims and Equity Interests: CIHC...................22
D. Classification and Treatment of Classified Claims and Equity Interests: CTIHC..................26
E. Classification and Treatment of Classified Claims and Equity Interests: Partners Health Group,
Inc............................................................................................27
Article IV. LIQUIDATING DEBTORS: CLASSIFICATION AND TREATMENT OF CLASSIFIED CLAIMS AND EQUITY INTERESTS.........28
A. Summary........................................................................................28
Article V. ACCEPTANCE OR REJECTION OF THE PLAN...................................................................28
A. Voting Classes.................................................................................28
B. Acceptance by Impaired Classes.................................................................29
C. Presumed Acceptance of Plan....................................................................29
D. Presumed Rejection of Plan.....................................................................29
E. Non-Consensual Confirmation....................................................................29
Article VI. REORGANIZING DEBTORS: MEANS FOR IMPLEMENTATION OF THE REORGANIZING SUBPLANS........................29
A. Corporate Existence and Vesting of Assets in the Reorganizing Debtors and Old CNC..............29
B. Cancellation of Old Notes, Old Preferred Stock and Old Common Stock............................30
C. Issuance of New Securities; Execution of Related Documents.....................................30
D. Creation of Residual Trust.....................................................................30
E. Creation of Professional Escrow Account........................................................30
F. Corporate Governance, Directors and Officers, and Corporate Action.............................30
G. Sources of Cash for Plan Distribution..........................................................32
H. Retiree Benefits...............................................................................32
Article VII. TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES...............................................32
A. Reorganizing Debtors: Executory Contracts and Unexpired Leases................................32
B. Claims Based on Rejection of Executory Contracts or Unexpired Leases...........................32
C. Cure of Defaults for Executory Contracts and Unexpired Leases Assumed..........................32
D. Indemnification of Directors, Officers and Employees...........................................33
E. Compensation and Benefit Programs..............................................................33
F. Assumption of D&O Insurance....................................................................33
Article VIII. PROVISIONS GOVERNING DISTRIBUTIONS.................................................................34
A. Distributions for Claims and Equity Interests Allowed as of the Effective Date.................34
B. Distributions by the Distribution Agent; Distributions with Respect to Debt Securities.........34
C. Delivery and Distributions and Undeliverable or Unclaimed Distributions........................34
D. Timing and Calculation of Amounts to be Distributed............................................35
E. Minimum Distribution...........................................................................35
F. Setoffs........................................................................................35
G. Surrender of Canceled Instruments or Securities................................................36
H. Failure to Surrender Canceled Instruments......................................................36
I. Lost, Stolen, Mutilated or Destroyed Debt Securities...........................................36

Article IX. PROCEDURES FOR RESOLUTION OF DISPUTED, CONTINGENT AND UNLIQUIDATED CLAIMS OR EQUITY INTERESTS........37
A. Resolution of Disputed Claims..................................................................37
B. Allowance of Claims and Equity Interests.......................................................38
C. Controversy Concerning Impairment..............................................................38
D. Reserve of New CNC Common Stock................................................................38
Article X. CONDITIONS PRECEDENT TO CONFIRMATION AND CONSUMMATION OF THE PLAN.....................................38
A. Conditions to Confirmation.....................................................................38
B. Conditions Precedent to Consummation...........................................................39
C. Waiver of Conditions...........................................................................39
D. Effect of Non-Occurrence of Conditions to Consummation.........................................40
Article XI. RELEASE, INJUNCTIVE AND RELATED PROVISIONS...........................................................40
A. Compromise and Settlement......................................................................40
B. Releases by the Debtors........................................................................40
C. Releases by Holders of Claims..................................................................40
D. Exculpation....................................................................................41
E. Preservation of Rights of Action...............................................................41
F. Discharge of Claims and Termination of Equity Interests........................................42
G. Injunction.....................................................................................42
Article XII. RETENTION OF JURISDICTION...........................................................................42
Article XIII. MISCELLANEOUS PROVISIONS...........................................................................43
A. Modification of Plan Supplement................................................................43
B. Effectuating Documents, Further Transactions and Corporation Action............................43
C. Dissolution of Committee(s)....................................................................44
D. Payment of Statutory Fees......................................................................44
E. Modification of Plan...........................................................................44
F. Revocation of Plan.............................................................................44
G. Successors and Assigns.........................................................................44
H. Reservation of Rights..........................................................................44
I. Section 1146 Exemption.........................................................................45
J. Further Assurances.............................................................................45
K. Service of Documents...........................................................................45
L. Transactions on Business Days..................................................................45
M. Filing of Additional Documents.................................................................45
N. Term of Injunctions or Stays...................................................................45

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DEBTORS' JOINT PLAN OF REORGANIZATION PURSUANT TO
CHAPTER 11 OF THE UNITED STATES BANKRUPTCY CODE
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Pursuant to Title 11 of the United States Code, 11 U.S.C. ss.ss. 101 et
seq., the Debtors and Debtors in Possession in the above-captioned and numbered
cases, hereby respectfully propose the following Joint Plan of Reorganization
under Chapter 11 of the Bankruptcy Code:

Article I.

DEFINED TERMS, RULES OF INTERPRETATION,
COMPUTATION OF TIME AND GOVERNING LAW

A. Rules of Interpretation, Computation of Time and Governing Law

1. For purposes herein: (a) whenever from the context it is
appropriate, each term, whether stated in the singular or the plural, shall
include both the singular and the plural, and pronouns stated in the masculine,
feminine or neuter gender shall include the masculine, feminine and the neuter
gender; (b) any reference herein to a contract, instrument, release, indenture
or other agreement or document being in a particular form or on particular terms
and conditions means that such document shall be substantially in such form or
substantially on such terms and conditions; (c) any reference herein to an
existing document or exhibit Filed, or to be Filed, shall mean such document or
exhibit, as it may have been or may be amended, modified or supplemented; (d)
unless otherwise specified, all references herein to Sections, Articles and
Exhibits are references to Sections, Articles and Exhibits hereof or hereto; (e)
the words "herein," "hereof" and "hereto" refer to the Plan in its entirety
rather than to a particular portion of this Plan; (f) captions and headings to
Articles and Sections are inserted for convenience of reference only and are not
intended to be a part of or to affect the interpretation hereof; (g) the rules
of construction set forth in section 102 of the Bankruptcy Code shall apply; and
(h) any term used in capitalized form herein that is not otherwise defined but
that is used in the Bankruptcy Code or the Bankruptcy Rules shall have the
meaning assigned to such term in the Bankruptcy Code or the Bankruptcy Rules, as
the case may be.

2. In computing any period of time prescribed or allowed hereby, the
provisions of Bankruptcy Rule 9006(a) shall apply.

3. Except to the extent that the Bankruptcy Code or Bankruptcy Rules
are applicable, and subject to the provisions of any contract, instrument,
release, indenture or other agreement or document entered into in connection
herewith, the rights and obligations arising hereunder shall be governed by, and
construed and enforced in accordance with, the laws of the State of New York,
without giving effect to the principles of conflict of laws thereof.

B. Reorganizing and Liquidating Debtors

This Plan provides for two categories of Debtors: the Reorganizing
Debtors on the one hand, and the Liquidating Debtors on the other. The
classification and treatment of Claims and Equity Interests against the
Reorganizing Debtors is contained in Article III and the classification and
treatment of Claims and Equity Interests against the Liquidating Debtors is
reserved for in Article IV.

C. Severability of Plan Provisions

1. The Plan is comprised of a number of subplans of reorganization, one
for each Reorganizing Debtor and one for each of the Liquidating Debtors. The
confirmation requirements of section 1129 of the Bankruptcy Code must be
satisfied separately with respect to each subplan. If any subplan is not
confirmed, the Debtors reserve the right, with the prior written consent of the
Official Unsecured Committee, to either (a) request that the other subplans be
confirmed or (b) withdraw some or all subplans; provided that (i) the subplan
for CIHC may not be confirmed unless the subplan for CNC is confirmed and (ii)
the subplan for CNC may not be confirmed

unless the subplan for CIHC is confirmed. Subject to the preceding provision,
the Debtors' inability to confirm or election to withdraw any subplan(s) shall
not impair the confirmation of any other subplan(s).

D. Substantive Consolidation

The estates of the Debtors have not been substantively consolidated.
The Claims held solely against one of the Debtors will be satisfied solely from
the cash and assets of such Debtor except as provided for herein. Except as
specifically set forth herein, nothing in this Plan or the Disclosure Statement
shall constitute or be deemed to constitute an admission that one of the Debtors
is subject to or liable for any Claim against any other Debtor. Except as
specifically set forth herein, the Claims of Creditors that hold Claims against
multiple Debtors will be treated as separate Claims with respect to each
Debtor's estate for all purposes (including, but not limited to, distributions
and voting), and such Claims will be administered as provided in the Plan. Any
Claims against any Debtor will be satisfied according to the terms of the Plan.

E. Defined Terms

Unless the context otherwise requires, the following terms shall have
the following meanings when used in capitalized form herein:

1. "93/94 Senior Notes" means, collectively, (i) 8.125% Senior Notes;
and (ii) 10.5% Senior Notes.

2. "93/94 Senior Notes Distribution" means, at CNC's option, (A) a
percentage of the New CNC Common Stock to be issued on the Effective Date having
a value equal to the amount of the Allowed Class 4A Secured Notes Claims or (B)
New Secured Notes issued on the Effective Date equal to the amount of the
Allowed Class 4A Secured Notes Claims.

3. "6.4% Original Notes" means the $250 million original principal
amount 6.4% senior notes due February 10, 2003, issued by CNC, with $246,880,305
in principal and accrued but unpaid interest outstanding as of the Petition
Date.

4. "6.8% Original Notes" means the $250 million original principal
amount 6.8% senior notes due June 15, 2005, issued by CNC, with $102,646,601 in
principal and accrued but unpaid interest outstanding as of the Petition Date.

5. "8.5% Original Notes" means the $450 million original principal
amount 8.5% senior notes due October 15, 2002, issued by CNC with $237,808,925
outstanding in principal and accrued but unpaid interest as of the Petition
Date.

6. "8.75% Original Notes" means the $800 million original principal
amount 8.75% senior notes due February 9, 2004, issued by CNC pursuant to the
senior indenture dated as of November 13, 1997, and pursuant to prospectus
supplement filed with the SEC on February 3, 2000, with $455,528,087 in
principal and accrued but unpaid interest outstanding as of the Petition Date.

7. "9.0% Original Notes" means the $550 million original principal
amount 9.0% senior notes due October 15, 2006, issued by CNC, with $159,961,100
in principal and accrued but unpaid interest outstanding as of the Petition
Date.

8. "10.75% Original Notes" means the $400 million original principal
amount 10.75% senior notes due June 15, 2008, issued by CNC, with $39,619,881 in
principal and accrued but unpaid interest outstanding as of the Petition Date.

9. "6.4% Exchanged Notes" means the $14,936,000 original principal
amount 6.4% senior notes due February 10, 2004, issued by CNC and guaranteed by
CIHC, with $15,763,476 in principal and accrued but unpaid interest outstanding
as of the Petition Date.

10. "6.8% Exchanged Notes" means the $150,783,000 original principal
amount 6.8% senior notes due June 15, 2007, issued by CNC and guaranteed by
CIHC, with $156,092,447 in principal and accrued but unpaid interest outstanding
as of the Petition Date.

11. "8.5% Exchanged Notes" means the $991,000 original principal amount
8.5% senior notes due October 15, 2003, issued by CNC and guaranteed by CIHC,
with $1,048,499 in principal and accrued but unpaid interest outstanding as of
the Petition Date.

12. "8.75% Exchanged Notes" means the $364,294,000 original principal
amount 8.75% senior notes due August 9, 2006, issued by CNC and guaranteed by
CIHC, with $391,889,271 in principal and accrued but unpaid interest outstanding
as of the Petition Date.

13. "9.0% Exchanged Notes" means the $399,200,000 original principal
amount 9.0% senior notes due April 15, 2008, issued by CNC and guaranteed by
CIHC, with $423,709,217 in principal and accrued but unpaid interest outstanding
as of the Petition Date.

14. "10.75% Exchanged Notes" means the $362,433,000 original principal
amount 10.75% senior notes due June 15, 2009, issued by CNC and guaranteed by
CIHC, with $382,472,525 in principal and accrued but unpaid interest outstanding
as of the Petition Date.

15. "8.125% Senior Notes" means the $200,000,000 original principal
amount 8.125% senior notes due February 15, 2003, issued by CNC, with
$67,892,689 in principal and accrued but unpaid interest outstanding as of the
Petition Date.

16. "10.5% Senior Notes" means the $200,000,000 original principal
amount 10.5% senior notes due December 15, 2004, issued by CNC, with $25,855,090
in principal and accrued but unpaid interest outstanding as of the Petition
Date.

17. "1997 D&O Credit Facility" means the Credit Agreement dated as of
May 13, 1996 among certain officers, directors and employees of CNC and its
subsidiaries, Bank of America, N.A., as Administrative Agent, and the financial
institutions signatory thereto, and all other agreements and instruments,
including guarantees, entered into in connection therewith, in each case as
amended, restated, refinanced, supplemented, waived, extended, renewed, replaced
or otherwise modified from time to time, including, without limitation, pursuant
to the following instruments: Amended and Restated Credit Agreement dated as of
August 26, 1997, Agreement dated as of September 22, 2000, Credit Agreement
dated as of November 22, 2000, First Amendment dated as of August 21, 2001,
First Stage Amendment and Agreement dated as of March 20, 2002, Waiver No. 1
dated as of August 14, 2002, Waiver No. 2 dated as of September 8, 2002 and
Waiver No. 3 dated as of October 18, 2002. The 1997 D&O Credit Facility is
guaranteed by CNC and CIHC.

18. "1998 D&O Credit Facility" means the Credit Agreement dated as of
August 21, 1998 among certain officers, directors and employees of CNC and its
subsidiaries, Bank of America, N.A., as Administrative Agent, and the financial
institutions signatory thereto, and all other agreements and instruments,
including guarantees, entered into in connection therewith, in each case as
amended, restated, refinanced, supplemented, waived, extended, renewed, replaced
or otherwise modified from time to time, including, without limitation, pursuant
to the following instruments: Agreement dated as of September 22, 2000, Credit
Agreement dated as of November 22, 2000, First Amendment dated as of August 21,
2001, Second Amendment dated as of December 7, 2001, First Stage Amendment and
Agreement dated as of March 20, 2002, Waiver No. 1 dated as of August 14, 2002,
Waiver No. 2 dated as of September 8, 2002 and Waiver No. 3 dated as of October
18, 2002. The 1998 D&O Credit Facility is guaranteed by CNC and CIHC.

19. "1998 Non-Refinanced D&O Credit Facility" means the Credit
Agreement dated as of August 21, 1998 among certain officers, directors and
employees of CNC and its subsidiaries, Bank of America, N.A., as Administrative
Agent, and the financial institutions signatory thereto, and all other
agreements and instruments, including guarantees, entered into in connection
therewith, in each case as amended, restated, refinanced, supplemented, waived,
extended, renewed, replaced or otherwise modified from time to time, including,

without limitation, pursuant to the following instruments: Agreement dated as of
September 22, 2000, First Stage Amendment and Agreement dated as of March 20,
2002, Waiver No. 1 dated as of August 14, 2002, Waiver No. 2 dated as of
September 8, 2002 and Waiver No. 3 dated as of October 18, 2002. The 1998
Non-Refinanced D&O Credit Facility is guaranteed by CNC and CIHC.

20. "1999 D&O Credit Facility" means the Credit Agreement dated as of
September 15, 1999 among certain officers, directors and employees of CNC and
its subsidiaries, JPMorgan Chase Bank, as Administrative Agent, and the
financial institutions signatory thereto, and all other agreements and
instruments, including guarantees, entered into in connection therewith, in each
case as amended, restated, refinanced, supplemented, waived, extended, renewed,
replaced or otherwise modified from time to time, including, without limitation,
pursuant to the following instruments: Termination and Replacement Agreement
dated as of May 30, 2000, Agreement dated as of September 22, 2000, Credit
Agreement dated as of November 22, 2000, First Stage Amendment and Agreement
dated as of March 20, 2002, Waiver No. 1 dated as of August 14, 2002, Waiver No.
2 dated as of September 8, 2002 and Waiver No. 3 dated as of October 18, 2002.
The 1999 D&O Credit Facility is guaranteed and secured by CNC and CIHC.

21. "Accrued Professional Compensation" means, at any given moment, all
accrued fees and expenses (including but not limited to success fees) for
services rendered by all Professionals in the Chapter 11 Cases that the
Bankruptcy Court has not denied by Final Order, to the extent such fees and
expenses have not been paid regardless of whether a fee application is filed for
such amount. To the extent a court denies by Final Order a Professional's fees
or expenses, such amounts shall no longer be considered Accrued Professional
Compensation.

22. "Administrative Claim" means a Claim for costs and expenses of
administration under sections 503(b), 507(a)(1), 507(b) or 1114(e)(2) of the
Bankruptcy Code, including, but not limited to: (a) the actual and necessary
costs and expenses incurred after the Petition Date of preserving the Estate and
operating the business of the Debtors (such as wages, salaries or commissions
for services and payments for goods and other services and leased premises); (b)
compensation for legal, financial advisory, accounting and other services and
reimbursement of expenses awarded or allowed under sections 328, 330(a) or 331
of the Bankruptcy Code or otherwise for the period commencing on the Petition
Date and ending on the Confirmation Date; and (c) all fees and charges assessed
against the Estate under chapter 123 of title 28 United States Code, 28 U.S.C.
ss.ss. 1911-1930.

23. "Allowed" means, with respect to Claims or Equity Interests, any
Claim against or Equity Interest in a Debtor, proof of which is timely Filed, or
by order of the Bankruptcy Court is not or will not be required to be Filed, any
Claim or Equity Interest that has been or is hereafter listed in the Schedules
as neither disputed, contingent or unliquidated, and for which no timely proof
of Claim has been Filed, or (c) any Claim Allowed pursuant to the Plan;
provided, however, that with respect to any Claim or Equity Interest described
in clauses (a) or (b) above, such Claim or Equity Interest shall be Allowed only
if (x) no objection to the allowance thereof has been interposed within the
applicable period of time fixed by the Plan, the Bankruptcy Code, the Bankruptcy
Rules or the Bankruptcy Court or (y) such an objection is so interposed and the
Claim or Equity Interest shall have been Allowed by a Final Order (but only if
such allowance was not solely for the purpose of voting to accept or reject the
Plan). Except as otherwise specified in the Plan or a Final Order of the
Bankruptcy Court, the amount of an Allowed Claim shall not include interest on
such Claim from and after the Petition Date.

24. "Allowed Claim" means an Allowed Claim in the particular Class
described.

25. "Allowed Equity Interest" means an Allowed Equity Interest in the
particular Class described.

26. "Allowed Lender Claims" means the Allowed Claims of the Lenders and
the Lenders' Agents consisting of all unpaid principal, interest and Waiver
Consideration accrued through the Petition Date (including, without limitation,
interest at default contract rates) in respect of the Senior Credit Facility and
respective D&O Credit Facilities, together with any and all Claims arising from
the CIHC Guarantee of Senior Credit Facility Claims, and the Guarantees of D&O
Credit Facilities, as set forth in the Plan Supplement, plus all reasonable fees
and expenses (including, without limitation, the fees and expenses of counsel
and financial advisors to the Lenders and Lenders' Agents).

27. "Available Proceeds" means the amount of Cash received at any time
by Old CNC from its liquidation of Residual Assets, after the indefeasible
payment in full in Cash of (a) the reasonable costs and expenses associated with
the liquidation (including, without limitation, the payment of any taxes,
assessments, insurance premiums, repairs, legal fees and costs, rent, storage
and sales commissions), and (b) if applicable, the reasonable costs and expenses
associated with the Residual Trust.

28. "Ballots" mean the ballots accompanying the Disclosure Statement
upon which Holders of Impaired Claims or Impaired Equity Interests entitled to
vote shall indicate their acceptance or rejection of the Plan in accordance with
the Plan and the Voting Instructions.

29. "Bankruptcy Code" means Title 11 of the United States Code and
applicable portions of Titles 18 and 28 of the United States Code.

30. "Bankruptcy Court" means the United States Bankruptcy Court for the
Northern District of Illinois, or any other court having jurisdiction over the
Chapter 11 Cases.

31. "Bankruptcy Rules" means the Federal Rules of Bankruptcy Procedure,
as amended from time to time, as applicable to the Chapter 11 Cases, promulgated
under 28 U.S.C.ss. 2075 and the General, Local and Chambers Rules of the
Bankruptcy Court.

32. "Bar Date for the Reorganizing Debtors" means February 21, 2003.

33. "Beneficial Holder" means the Person or Entity holding the
beneficial interest in a Claim or Equity Interest.

34. "Business Day" means any day, other than a Saturday, Sunday or
"legal holiday" (as defined in Bankruptcy Rule 9006(a)).

35. "Cash" means cash and cash equivalents.

36. "Cause of Action" means any and all claims, causes of action,
demands, rights, actions, suits, obligations, liabilities, accounts, defenses,
offsets, powers, privileges, licenses and franchises of any kind or character
whatsoever, known, unknown, contingent or non-contingent, matured or unmatured,
suspected or unsuspected, whether arising before, on or after the Petition Date,
in contract or in tort, in law or in equity, or under any other theory of law.
Without limiting the generality of the foregoing, when referring to Causes of
Action of the Debtors or their Estates, "Causes of Action" shall include, but
not be limited to (i) rights of setoff, counterclaim or recoupment and claims on
contracts or for breaches of duties imposed by law; (ii) the right to object to
Claims or Equity Interests; (iii) Claims pursuant to sections 362, 510, 542,
543, 544 through 550, or 553 of the Bankruptcy Code; and (iv) such Claims and
defenses as fraud, mistake, duress and usury.

37. "CFC" means Conseco Finance Corp., a Delaware corporation.

38. "CFC/CIHC Intercompany Note" means that certain $1,460,799,080 note
due May 11, 2005, issued September 9, 2000, by CFC to CIHC, with $277,376,671 in
principal and accrued but unpaid interest outstanding as of the Petition Date.

39. "CFC Preferred Stock" means those 750 shares of 9% Redeemable
Cumulative Preferred Stock of CFC, held by CNC, with a stated value of $1
million per share.

40. "CFC Residual Intercompany Claims" means the amount that CIHC owes
to CFC on account of the CIHC/CFC Intercompany Note after setoff of the CFC/CIHC
Intercompany Note.

41. "CFC Subsidiary Guarantee" means the CIHC guarantee of up to $250
million of indebtedness of CFC based on CIHC's guarantee of (i) up to $125
million of CFC residual and warehouse facilities with Lehman Brothers; and (ii)
up to $125 million of CFC swingline debt and cash management facility with U.S.
Bank.

42. "CFC Subsidiary Guarantee Claims" means any and all Claims derived
from or based upon the CFC Subsidiary Guarantee.

43. "Chapter 11 Cases" means the chapter 11 bankruptcy proceedings
filed by the Debtors on the Petition Date in the Bankruptcy Court, with case
numbers 02-49672 through 02-49676.

44. "CIHC" means CIHC, Incorporated, a Delaware corporation.

45. "CIHC Guarantee of D&O Credit Facilities" means, collectively, the
guarantees by CIHC of the D&O Credit Facilities.

46. "CIHC Guarantee of Exchanged Notes" means those guarantees by CIHC
of the Exchanged Notes, pursuant to the first senior indenture and terms
resolutions dated as of April 24, 2002.

47. "CIHC Guarantee of Senior Credit Facility" means that CIHC
guarantee of the Senior Credit Facility.

48. "CIHC Guarantee of Senior Credit Facility Claims" means any and all
Claims derived from or based upon the CIHC Guarantee of the Senior Credit
Facility.

49. "CIHC Unsecured Distribution Cap" means the lesser of (A) 1.00 and
(B) a number equal to (i) $3.8 billion, less the Allowed Class 5A Lender Claims,
divided by (ii) the sum of Allowed Class 6B Reorganizing Debtor General
Unsecured Claims and Allowed Class 6A Exchanged Note Claims.

50. "CIHC Unsecured Distribution" means a percentage of the New CNC
Common Stock to be issued on the Effective Date equal to the product of (1) (A)
the amount of Allowed Class 6B Reorganizing Debtor General Unsecured Claims,
divided by (B) $3.8 billion less the sum of (x) the Total Bank Debt Balance plus
(y) the New Secured Notes (if any), multiplied by (2) the CIHC Unsecured
Distribution Cap.

51. "CIHC/CFC Intercompany Note" means the $400 million original
principal amount note dated May 11, 2002, issued by CIHC to CFC, with
approximately $315,030,986 in principal and accrued but unpaid interest as of
the Petition Date.

52. "CIHC/CNC Intercompany Payables" means certain payables owed by
CIHC to CNC, including $88,202,660 on account of cash transfers, $523,785,034 on
account of intercompany notes payable, $159,087,485 on account of accrued but
unpaid interest on intercompany notes and $272,600 on account of accrued but
unpaid dividends on certain preferred stock.

53. "Claim" means a claim (as defined in section 101(5) of the
Bankruptcy Code) against a Debtor, including, but not limited to: (a) any right
to payment from a Debtor whether or not such right is reduced to judgment,
liquidated, unliquidated, contingent, matured, unmatured, disputed, undisputed,
legal, equitable, secured or unsecured; or (b) any right to an equitable remedy
for breach of performance if such performance gives rise to a right of payment
from a Debtor, whether or not such right to an equitable remedy is reduced to
judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured
or unsecured.

54. "Claims Objection Bar Date" means ____, 2003.

55. "Class" means a category of Holders of Claims or Equity Interests
as set forth in Article III or Article IV herein (including, in the case of
Class 5A and Class 4B, each subclass thereof).

56. "CNC" means Conseco Inc., an Indiana corporation.

57. "CNC Guarantee of D&O Credit Facilities" means, collectively, the
guarantees by CNC of the D&O Credit Facilities.

58. "CNC Guarantees of Trust Preferred Securities" means the
subordinated guarantees by CNC pursuant to those certain guarantee agreements as
described in the Plan Supplement of certain distributions to be made on the
Subordinated Debentures, which guarantees were limited to the extent that the
issuing Trust had funds available for such distributions.

59. "CNC Guarantee of Trust Preferred Securities Claims" means any and
all Claims derived from or based upon the CNC Guarantees of Trust Preferred
Securities.

60. "CNC Unsecured Distribution" means a percentage of the New CNC
Common Stock equal to the result of (A) the CNC Unsecured Numerator, divided by
(B) $3.8 billion less (i) Allowed Class 5A Lender Claims plus (ii) the
difference between Total Bank Debt Balance and Allowed Class 5A Lender Claims.

61. "CNC Unsecured Numerator" means an amount equal to the product of
(A) the result of (i) the Allowed Class 8A Reorganizing Debtor General Unsecured
Claims divided by (ii) the sum of (w) Allowed Class 8A Reorganizing Debtor
General Unsecured Claims, (x) Allowed Class 7A Original Note Claims, (y) Allowed
Class 6A Exchange Note Claims multiplied by 1.7 and (z) Allowed Class 10A Trust
Related Claims, multiplied by (B) the First Stepdown Amount.

62. "Confirmation" means the entry of the Confirmation Order, subject
to all conditions specified in Article X herein having been satisfied or waived
pursuant to Article X herein.

63. "Confirmation Date" means the date upon which the Confirmation
Order is entered by the Bankruptcy Court in its docket, within the meaning of
Bankruptcy Rules 5003 and 9021.

64. "Confirmation Order" means the order of the Bankruptcy Court
confirming the Plan pursuant to section 1129 of the Bankruptcy Code.

65. "Conseco Creditors Committee" means the Official Committee of
Unsecured Creditors of the Reorganizing Debtors.

66. "Consummation" means the occurrence of the Effective Date.

67. "Convenience Class Claims" means any Reorganizing Debtor General
Unsecured Claim that is under $5,000 that by election of the Holder thereof
pursuant to such Holder's ballot elects to be treated in Class 9A or Class 7B in
an Allowed amount of no more than $5,000.

68. "Creditor" means any Holder of a Claim.

69. "CTIHC" means CTIHC, Inc., a Delaware corporation.

70. "D&O Credit Facilities" means the 1997 D&O Credit Facility, the
1998 D&O Credit Facility, the 1998 Non-Refinanced D&O Credit Facility and the
1999 D&O Credit Facility.

71. [INTENTIONALLY OMITTED]

72. "Debtor" shall mean, as the context requires, any of the
Reorganizing Debtors or Liquidating Debtors.

73. "Debtors" means the Reorganizing Debtors and Liquidating Debtors,
as debtors in the Chapter 11 Cases.

74. "Debtors in Possession" means the Reorganizing Debtors and
Liquidating Debtors, as debtors in possession in the Chapter 11 Cases.

75. "Declaration of Trust" means the declaration of trust to be
executed and delivered by CNC and accepted by the Residual Trustee on the
Effective Date in substantially the form contained in the Plan Supplement.

76. "Discharged Intercompany Claims" means those intercompany claims
and interests which are not Reinstated Intercompany Claims. Discharged
Intercompany Claims include, without limitation, the CIHC/CNC Intercompany
Payables.

77. "Disclosure Statement" means the Disclosure Statement for Plan of
Reorganization of the Debtors under Chapter 11 of the Bankruptcy Code dated
January 31, 2003, as amended, supplemented, or modified from time to time,
describing the Plan, that is prepared and distributed in accordance with
sections 1125, 1126(b) and/or 1145 of the Bankruptcy Code and Bankruptcy Rule
3018 and/or other applicable law.

78. "Disputed" means, with respect to any Claim or Equity Interest, any
Claim or Equity Interest that is not Allowed.

79. "Distribution Agent" means Old CNC.

80. "Distribution Record Date" means the date for determining which
Holders of Claims and Equity Interests are eligible to receive distributions
hereunder, and shall be the Confirmation Date or such other date as designated
in an order of the Bankruptcy Court.

81. "Effective Date" means the date selected by the Debtors and
consented to by the Official Unsecured Committee, which is a Business Day after
the Confirmation Date on which: (a) no stay of the Confirmation Order is in
effect, and (b) all conditions specified in Article X herein have been (i)
satisfied or (ii) waived pursuant to Article X.C.

82. "Entity" means an entity as defined in Section 101(15) of the
Bankruptcy Code.

83. "Equity Interest" means all equity interests in any of the
Reorganizing Debtors or Liquidating Debtors, including, but not limited to, all
issued, unissued, authorized or outstanding shares of stock, together with any
warrants, options or contract rights to purchase or acquire such interests at
any time.

84. "Estates" means the estates of the Debtors created by section 541
of the Bankruptcy Code upon the commencement of the Chapter 11 Cases.

85. "Exchanged Notes" means, collectively, the (i) 8.5% Exchanged
Notes; (ii) 6.4% Exchanged Notes; (iii) 8.75% Exchanged Notes; (iv) 6.8%
Exchanged Notes; (v) 9.0% Exchanged Notes; and (vi) 10.75% Exchanged Notes.

86. "Exchanged Note Claims" means any and all Claims derived from or
based upon the Exchanged Notes.

87. "Exchanged Note Distribution" means a percentage of the New CNC
Common Stock to be issued on the Effective Date equal to the result of (A)
Exchange Note Numerator, divided by (B) $3.8 billion less (i) the Allowed 5A
Lender Claims and plus (ii) the difference between Total Bank Debt Balance and
Allowed 5A Lender Claims.

88. "Exchanged Note Numerator" means an amount equal to the product of
(A) the result of (i) the Allowed Class 6A Exchange Note Claims multiplied by
1.7, divided by (ii) the sum of (w) Allowed Class 7A Unexchange Note Claims,
plus the Allowed 6A Exchange Note Claims multiplied by 1.7, multiplied by (B)
the Second Stepdown Amount.

89. "File" or "Filed" means file or filed with the Bankruptcy Court in
the Chapter 11 Cases.

90. "Final Decree" means the decree contemplated under Bankruptcy Rule
3022.

91. "Final Order" means an order or judgment of the Bankruptcy Court,
or other court of competent jurisdiction with respect to the subject matter,
which has not been reversed, stayed, modified or amended, and as to which the
time to appeal or seek certiorari has expired and no appeal or petition for
certiorari has been timely taken, or as to which any appeal that has been taken
or any petition for certiorari that has been or may be filed has been resolved
by the highest court to which the order or judgment was appealed or from which
certiorari was sought.

92. "First Stepdown Amount" means $3.8 billion, less (i) the Allowed
Class 5A Lender Claims, (ii) the difference between (x) Total Bank Debt Balance
and (y) Allowed Lender Claims, (iii) the Allowed Class 6B Reorganizing Debtor
General Unsecured Claims, and (iv) the Allowed Class 4A Secured Notes Claims.

93. "G-Reorganization" means the contribution of assets by the
Reorganizing Debtors to Reorganized CNC, the issuance of New CNC Common Stock,
New CNC Preferred Stock and New CNC Warrants to Old CNC, and subsequent transfer
of the New CNC Common Stock, New CNC Preferred Stock and New CNC Warrants by Old
CNC to the creditors of the Reorganizing Debtors, in accordance with the Plan
and Section 368(a)(1)(G) of the Internal Revenue Code of 1986, as amended.

94. "Guarantees of D&O Credit Facilities" means, collectively, the CNC
Guarantee of D&O Credit Facilities and CIHC Guarantee of the D&O Credit
Facilities.

95. "Guarantee of Senior Notes" means the CIHC Guarantee of the Senior
Notes.

96. "Holder" means a Person or Entity holding an Equity Interest or
Claim.

97. "Impaired" means with respect to any Class of Claims or Equity
Interests, a Claim or Equity Interest that is impaired within the meaning of
section 1124 of the Bankruptcy Code.

98. "Impaired Claim" means a Claim classified in an Impaired Class.

99. "Junior Recovery" means 1.25% of the New CNC Common Stock on the
Effective Date.

100. "Lenders' Agents" means Bank of America, N.A. and JPMorgan Chase
Bank, in their respective roles as Administrative Agents under the Senior Credit
Facility and D&O Credit Facilities.

101. "Lender Claims" means any and all Claims based on or derived from
the (i) Senior Credit Facility; (ii) CIHC Guarantee of Senior Credit Facility,
(iii) CNC Guarantee of D&O Credit Facilities, or (iv) CIHC Guarantee of D&O
Credit Facilities.

102. "Lender Subcommittee" means a subcommittee of the Conseco
Creditors Committee consisting of the Bank of America, N.A., Angelo Gordon & Co.
and The Bank of New York, together with JPMorgan Chase Bank as an exofficio
member of such subcommittee.

103. "Lenders" means all Holders of Lender Claims, the Lenders' Agents,
and their respective officers, directors, employees, agents, professionals and
representatives.

104. "Liquidating Debtors" means Conseco Finance Corp. and Conseco
Finance Servicing Corp.

105. "Management Incentive Plan" means a post-Effective Date management
incentive compensation plan on terms substantially as set forth in the Plan
Supplement, as such plan may be modified or supplemented after the Effective
Date by the Board of Directors of Reorganized CNC.

106. "Master Ballots" mean the master ballots accompanying the
Disclosure Statement upon which Holders of Impaired Claims or Impaired Equity
Interests shall indicate their acceptance or rejection of the Plan in accordance
with the Voting Instructions.

107. "New CNC Common Stock" means ___ shares of common stock in
Reorganized CNC, par value $.01 per share, to be authorized pursuant to the
Restated CNC Charter of which up to ___ shares shall be initially issued
pursuant hereto on the Effective Date.

108. "New CNC Common Stock Holdback" means the New CNC Common Stock
held in reserve, as of the Effective Date, for distributions to Holders of
disputed Class 4A, 6A, 7A, 8A, 11A, 12A, 4B-1, 4B-2, 5B and 6 B Claims and
Equity Interests.

109. "New CNC Preferred Stock" means Class A Preferred Stock of
Reorganized CNC to be distributed on the Effective Date to the Holders of
Allowed Claims in Classes 5A-1, 5A-2, 4B-1 and 4B-2 pursuant to the Plan with
terms substantially as set forth in the Plan Supplement, and an initial
liquidation preference equal to the Remaining Bank Debt Balance.

110. "New CNC Warrants" means those certain warrants of Reorganized CNC
to be distributed on the Effective Date to the Holders of Allowed Claims in
Classes 5A-1, 5A-2, 4B-1 and 4B-2 under the New CNC Warrant Agreement.

111. "New CNC Warrant Agreement" means the warrant agreement
substantially in the form contained in Plan Supplement.

112. "New Credit Facility" means a senior secured Credit Agreement
among Reorganized CNC, as borrower, Bank of America, N.A., as Agent, and the
Holders of Lender Claims, substantially in the form included in the Plan
Supplement providing for the New Tranche A Bank Debt and the New Tranche B Bank
Debt, the Security Agreement (as defined in the New Credit Facility) among
Reorganized CNC, Reorganized CIHC and certain other subsidiaries of Reorganized
CNC, as Guarantors, and Bank of America, N.A., as Agent, and all other documents
entered into in connection therewith or contemplated thereby.

113. "New Secured Notes" means the new secured notes issued by
Reorganized CNC with terms substantially as set forth in the Plan Supplement in
the aggregate principal amount equal to the amount of the Secured Notes Claims
with liens on the collateral currently securing the Secured Notes Claims, or in
the Debtors' discretion (with the consent of the Official Unsecured Committee),
other collateral and other terms which the Bankruptcy Court determines provides
for the indubitable equivalent of such Secured Notes Claims.

114. "New Tranche A Bank Debt" means that portion of indebtedness of
Reorganized CNC under the New Credit Facility that constitutes Tranche A Term
Loans as defined therein having a principal amount of $1 billion.

115. "New Tranche B Bank Debt" means that portion of the indebtedness
of Reorganized CNC under the New Credit Facility that constitutes Tranche B Term
Loans as defined therein in a principal amount equal to the New Tranche B Bank
Debt Amount.

116. "New Tranche B Bank Debt Amount" means $300 million.

117. "Nominee" means any broker, dealer, commercial bank, trust
company, savings and loan, financial institution or other nominee in whose name
securities were registered or held of record on behalf of a Beneficial Holder.

118. "Noteholder Subcommittee" means a subcommittee of the Conseco
Creditors Committee consisting of Appaloosa Management, L.P., Metropolitan West
Asset Management, HSBC Bank USA, and First Pacific Advisors, Inc.

119. "Official Committees" means the Official Committee of Unsecured
Creditors of the Liquidating Debtors, the Conseco Creditors Committee and the
Official Committee of TOPrS creditors of the Reorganizing Debtors.

120. "Old CIHC Common Stock" means all of the issued and outstanding
shares of common stock of CIHC as of immediately prior to the Effective Date.

121. "Old CIHC Common Stock Interest" means all Equity Interests
evidenced by Old CIHC Common Stock.

122. "Old CNC" means CNC or any successor thereto (but not Reorganized
CNC), by merger, consolidation or otherwise, on and after the Effective Date.

123. "Old CNC Common Stock" means all of the issued and outstanding
shares of CNC common stock, as of immediately prior to the Effective Date.

124. "Old CNC Common Stock Interest" means all Equity Interests
evidenced by Old CNC Common Stock.

125. "Old CNC Other Preferred Stock" means all preferred Equity
Interests in Old CNC that are not Series F Preferred Stock.

126. "Old CNC Other Preferred Stock Interests" means all Equity
Interests evidenced by the Old CNC Other Preferred Stock.

127. "Old CNC Preferred Stock" means all Equity Interests evidenced by
(i) the Old CNC Series F Preferred Stock and (ii) the Old CNC Other Preferred
Stock.

128. "Old CNC Preferred Stock Interest" means all Equity Interests
evidenced by Old CNC Preferred Stock.

129. "Old CNC Series F Preferred Stock" means those certain Equity
Interests evidenced by Series F preferred stock in Old CNC, as of immediately
prior to the Effective Date.

130. "Old CNC Series F Preferred Stock Interests" means all Equity
Interests evidenced by Old CNC Series F Preferred Stock.

131. "Old CTIHC Common Stock" means all of the issued and outstanding
shares of CTIHC common stock, as of immediately prior to the Effective Date.

132. "Old CTIHC Common Stock Interest" means all Equity Interests
evidenced by Old CTIHC Common Stock.

133. "Old PHG Common Stock" means all of the issued and outstanding
shares of PHG common stock, as of immediately prior to the Effective Date.

134. "Old PHG Common Stock Interest" means all Equity Interests
evidenced by Old PHG Common Stock.

135. "Original Notes Distribution" means a percentage of the New CNC
Common Stock to be issued on the Effective Date equal to the result of (A)
Original Notes Numerator, divided by (B) $3.8 billion less (i) the Allowed 5A
Lender Claims, plus (ii) the difference between Total Bank Debt Balance and
Allowed 5A Lender Claims.

136. "Original Notes" means, collectively: (i) 8.5% Original Notes;
(ii) 6.4% Original Notes; (iii) 8.75% Original Notes; (iv) 6.8% Original Notes;
(v) 9.0% Original Notes; and (vi) 10.75% Original Notes.

137. "Original Notes Numerator" means an amount equal to the product of
(A) the result of (i) the Allowed Class 7A Original Note Claims divided by (ii)
the sum of (w) Allowed Class 7A Original Note Claims, plus the Allowed 6A
Exchange Note Claims multiplied by 1.7, multiplied by (B) the Second Stepdown
Amount.

138. "Other Priority Claims" means any and all Claims accorded priority
in right of payment under section 507(a) of the Bankruptcy Code, other than a
Priority Tax Claim or an Administrative Claim.

139. "Other Secured Claims" means any and all Secured Claims against
the Debtors not specifically described herein, excluding, without limiting the
generality of the foregoing, the Secured Note Claims and the Lender Claims
arising under or derived from the 1999 D&O Credit Facility.

140. "Person" means an individual, corporation, partnership, joint
venture, association, joint stock company, limited liability company, limited
liability partnership, trust, trustee, United States Trustee, estate,
unincorporated organization, government, governmental unit (as defined in the
Bankruptcy Code), agency, or political subdivision thereof, or other entity.

141. "Petition Date" means December 17, 2002.

142. "PHG" means Partners Health Group, Inc., an Illinois corporation.

143. "Plan" means this Joint Plan of Reorganization pursuant to Chapter
11 of the Bankruptcy Code, together with all exhibits hereto, either in its
present form or as it may be altered, amended, modified or supplemented from
time to time in accordance with the terms hereof, the Bankruptcy Code and the
Bankruptcy Rules.

144. "Plan Supplement" means the compilation of documents and form of
documents, schedules and exhibits to be Filed prior to the hearing on the
Disclosure Statement, as modified or supplemented prior to the Confirmation
Hearing in accordance with Article XIII.A of the Plan.

145. "Priority Tax Claim" means a Claim of a governmental unit of the
kind specified in section 507(a)(8) of the Bankruptcy Code.

146. "Professional Escrow Account" means an interest-bearing savings
account funded and maintained by the Reorganized Debtors on and after the
Effective Date solely for the purpose of paying all fees and expenses of
Professionals in these Chapter 11 Cases.

147. "Professional", or collectively "Professionals" means a Person or
Entity (a) employed pursuant to a Final Order in accordance with sections 327
and 1103 of the Bankruptcy Code and to be compensated for services rendered
prior to the Confirmation Date, pursuant to sections 327, 328, 329, 330 and 331
of the Bankruptcy Code, or (b) for which compensation and reimbursement has been
allowed by the Bankruptcy Court pursuant to section 503(b)(4) of the Bankruptcy
Code.

148. "Pro Rata" means the proportion that an Allowed Claim or an
Allowed Equity Interest in a particular Class bears to the aggregate amount of
Allowed Claims or the aggregate number of Allowed Equity Interests in such
Class.

149. "Registration Rights Agreement" means an agreement entered into by
Reorganized CNC for the benefit of holders of New CNC Preferred Stock, New CNC
Common Stock and New CNC Warrants, substantially in the form set forth in the
Plan Supplement.

150. "Reinstated CIHC Preferred Stock" means such Preferred Stock
issued by CIHC pursuant to which amounts owed to certain CIHC non-debtor
insurance subsidiaries include (i) $43,387,976 owed to Bankers Life and Casualty
Company, $35,300,140 owed to Conseco Annuity Assurance Company and $16,986,835
owed to Conseco Life Insurance Company on account of 1994 series preferred
stock, (ii) $10,224,000 owed to Bankers Life and Casualty Company, $23,004,000
owed to Conseco Life Insurance Company and $12,780,000 owed to Washington

National Insurance Company on account of 1998 series preferred stock, and (iii)
$4,709,250 owed to Conseco Life Insurance Company on account of the CIHC $2.32
redeemable callable preferred stock.

151. "Reinstated CIHC Preferred Stock Dividends" means those amounts
owed to certain CIHC non-debtor insurance subsidiaries on account of accrued but
unpaid dividends on Reinstated CIHC Preferred Stock, including, but not limited
to: (i) $995,556 owed to Bankers Life and Casualty Company, (ii) $2,315,400 owed
to Conseco Life Insurance Company, and (iii) $1,244,444 owed to Washington
National Insurance Company.

152. "Reinstated CIHC Preferred Stock Interest" means all Equity
Interests evidenced by Reinstated CIHC Preferred Stock.

153. "Reinstated Intercompany Claims" means those intercompany Claims
set forth in the Plan Supplement, including, but not limited to the Reinstated
CIHC Preferred Stock Dividends.

154. "Releasees" means all officers, directors, employees, attorneys,
financial advisors, accountants, investment bankers, agents and representatives
of the Debtors and their subsidiaries, whether current or former, in each case
in their capacity as such.

155. "Remaining Bank Debt Balance" means the Total Bank Debt Balance
minus the aggregate initial principal amount of New Tranche A Bank Debt and New
Tranche B Bank Debt.

156. "Reorganized CIHC" means CIHC, or any successor thereto, by
merger, consolidation, or otherwise, on and after the Effective Date.

157. "Reorganized CNC" means a corporation that is to be incorporated
under the laws of the State of Delaware and pursuant to the Plan.

158. "Reorganized Debtors" means the Reorganizing Debtors on or after
the Effective Date.

159. "Reorganizing Debtor" shall mean, as the context requires, CIHC,
CNC, CTIHC and/or PHG.

160. "Reorganizing Debtor General Unsecured Claims" means any Claim
against the Reorganizing Debtors that is not a/an: (i) Administrative Claim;
(ii) Priority Tax Claim; (iii) Other Priority Claim; (iv) Other Secured Claims;
(v) Secured Claim; (vi) Reinstated Intercompany Claim; (vii) Secured Note Claim;
(viii) Lender Claim; (ix) Exchanged Note Claim; (x) Original Note Claim; (xi)
Convenience Class Claim; (xii) Trust Related Claim; (xiii) Discharged
Intercompany Claim; or (xiv) Securities Claim. Without limiting the generality
of the foregoing, "Reorganizing Debtors General Unsecured Claims" includes,
without limitation, the CFC Residual Intercompany Claims (after giving effect to
Article VIII.G hereof).

161. "Reorganizing Debtors" means CNC, CIHC, CTIHC and PHG.

162. "Reorganizing Subplans" means the individual Plans of
reorganization, provided herein, for each of the Reorganizing Debtors.

163. "Residual Assets" means only the following assets of Old CNC: the
Residual Subsidiaries and to the extent not included in the assets of the
Residual Subsidiaries, an amount of Cash required to satisfy (a) all
Administrative Claims, (b) the reasonable costs and expenses associated with the
liquidation of Old CNC (including, without limitation, the payment of any taxes,
assessments, insurance premiums, repairs, legal fees, Residual Trustee's fees
and costs, rent, storage and sales commissions), and (c) if applicable, the
reasonable costs and expenses associated with the Residual Trust.

164. "Residual Claims" means the Claims assigned to the Residual Trust
pursuant to the provisions herein.

165. "Residual Share" means the authorized capital stock of Old CNC,
which shall consist of a single share of common stock, no par value.

166. "Residual Subsidiaries" means those direct or indirect
subsidiaries of CNC set forth on the Residual Subsidiary Schedule contained in
the Plan Supplement.

167. "Residual Trust" means the grantor trust to be created on the
Effective Date to hold the equity interests in Old CNC.

168. "Residual Trustee" means [Wilmington Trust Company], who will be
appointed pursuant to the Declaration of Trust to serve as trustee of the
Residual Trust.

169. "Restated Certificate of Incorporation" means the Restated
Certificate of Incorporation of each of Reorganized CIHC, CTIHC and PHG,
substantially in the form contained in the Plan Supplement.

170. "Restated CIHC By-laws" means the restated by-laws of Reorganized
CIHC, substantially in the form contained in the Plan Supplement.

171. "Restated CIHC Charter" means the Certificate of Incorporation of
Reorganized CIHC, substantially in the form contained in the Plan Supplement.

172. "Restated CNC By-laws" means the restated by-laws of Reorganized
CNC, substantially in the form contained in the Plan Supplement.

173. "Restated CNC Charter" means the Certificate of Incorporation of
Reorganized CNC, substantially in the form contained in the Plan Supplement.

174. "Schedules" mean the schedules of assets and liabilities,
schedules of executory contracts, and the statement of financial affairs as the
Bankruptcy Court requires the Debtors to file pursuant to section 521 of the
Bankruptcy Code, the Official Bankruptcy Forms and the Bankruptcy Rules, as they
may be amended and supplemented from time to time.

175. "Second Stepdown Amount" means the First Stepdown Amount less (i)
the value of the CNC Unsecured Distribution and (ii) ii) the value of the Junior
Recovery.

176. "Secured Claim" means (a) a Claim that is secured by a lien on
property in which the Estate has an interest, which lien is valid, perfected and
enforceable under applicable law or by reason of a Final Order, or that is
subject to setoff under section 553 of the Bankruptcy Code, to the extent of the
value of the Creditor's interest in the Estate's interest in such property or to
the extent of the amount subject to setoff, as applicable, as determined
pursuant to section 506(a) of the Bankruptcy Code, or (b) a Claim Allowed under
this Plan as a Secured Claim.

177. "Securities Act" means the Securities Act of 1933, 15 U.S.C.
sections 77a-77aa, as now in effect or hereafter amended, or any similar
federal, state or local law.

178. "Securities Claims" means Claims of the type described in, and
subject to subordination under, section 510(b) of the Bankruptcy Code, including
any and all Claims whatsoever, whether known or unknown, foreseen or unforeseen,
currently existing or hereafter arising, arising from rescission of a purchase
or sale of a security of the Debtors or an affiliate of the Debtors, for damages
arising from the purchase, sale or holding of such securities, or for
reimbursement, indemnification or contribution allowed under section 502 of the
Bankruptcy Code on account of such a Claim.

179. "Secured Notes Claims" means Claims, derived from or based upon
the 93/94 Senior Notes.

180. "Senior Credit Facility" means the $1,500,000,000 Five-Year Credit
Agreement dated as of September 25, 1998 among CNC, Bank of America, N.A., as
Agent, and the financial institutions signatory thereto, as amended,

supplemented, waived or otherwise modified from time to time, including, without
limitation, pursuant to the following instruments: Amendment dated as of
September 22, 2000, Amendment dated as of May 30, 2001, Amendment dated as of
March 20, 2002, Waiver No. 1 dated as of August 14, 2002, Waiver No. 2 dated as
of September 8, 2002 and Waiver No. 3 dated as of October 18, 2002. The Senior
Credit Facility is guaranteed by CIHC.

181. "Senior Notes Claims" means, collectively, the (i) Exchanged Notes
Claims and (ii) Original Notes Claims.

182. "Stepdown Amount" means 3.8 billion, less (i) the Allowed Class 5A
Lender Claims, (ii) the Allowed Class 6B Reorganizing Debtor General Unsecured
Claims, (iii) the Allowed Class 4A Secured Notes Claims, and (iv) value of the
Trust Distribution based on an enterprise value of $3.8 billion.

183. "Subordinated Debentures" means those certain subordinated
deferrable interest debentures set forth in the Plan Supplement that are held by
the Trusts.

184. "Subordinated Debenture Claims" means all Claims derived from or
based upon the Subordinated Debentures.

185. "Total Bank Debt Balance" means the aggregate amount of the
Allowed Lender Claims, plus all interest and Waiver Consideration, and accrued
but unpaid interest thereon (at the contractual default rate), compounded
monthly, through the Effective Date in a manner consistent with the Senior
Credit Facility and D&O Credit Facilities. Such amount is intended to include
all obligations under the Senior Credit Facility and the D&O Credit Facilities
and their respective guarantees thereof by CIHC that benefit from the
contractual subordination of other Allowed Claims.

186. "Trust Preferred Securities" means the following securities that
have been issued by subsidiary trusts of CNC: 9.16% Trust Originated Preferred
Securities, 8.70% Trust Pass-Through Securities, 8.796% Capital Securities,
6.75% Trust Originated Preferred Securities, 8.70% Trust Originated Preferred
Securities, 9% Trust Originated Preferred Securities, and 9.44% Trust Originated
Preferred Securities.

187. "Trust Related Claims" means collectively, (x) the Subordinated
Debenture Claims and (y) the CNC Guarantee of the Trust Preferred Securities
Claims.

188. "Trust Indenture Act" means the Trust Indenture Act of 1939, 15
U.S.C. section 77aaa, as now in effect or hereafter amended.

189. "Trusts" means those certain Delaware business trusts which (a)
issued common securities to CNC, (b) issued the Subordinated Debentures, and (c)
are the Holders of the Subordinated Debentures.

190. "Unimpaired" means, with respect to a Class of Claims or Equity
Interests, a Claim or Equity Interest that is unimpaired within the meaning of
section 1124 of the Bankruptcy Code.

191. "Unofficial Bank Committee" means that certain steering committee
of the Lenders formed prior to the Petition Date and comprised of Bank of
America, N.A., JPMorgan Chase Bank, The Bank of New York, Deutsche Bank, AG,
Angelo, Gordon and Co. L.P. and General Electric Capital Corporation.

192. "Unofficial Noteholder Committee" means that certain unofficial
committee of Noteholders formed prior to the Petition Date and comprised of
Appaloosa Management, L.P., Barclays Bank, Calvert Group, Ltd., First Pacific
Advisors, Inc., Metropolitan West Asset Management and Whippoorwill Associates.

193. "Voting Deadline" means _____, 2003.

194. "Voting Instructions" means the instructions for voting on the
Plan contained in the section of the Disclosure Statement entitled
"SOLICITATION; VOTING PROCEDURES" and in the Ballots and the Master Ballots.

195. "Waiver Consideration" means the aggregate amount of "Waiver
Consideration" as defined in each of the Waivers No. 2 dated as of September 8,
2002 with respect to the D&O Credit Facilities.

Article II.

ADMINISTRATIVE AND PRIORITY TAX CLAIMS AGAINST ALL OF THE DEBTORS

A. Administrative Claims

Subject to the provisions of sections 328, 330(a) and 331 of the
Bankruptcy Code, each Holder of an Allowed Administrative Claim will be paid the
full unpaid amount of such Allowed Administrative Claim in Cash (i) on the
Effective Date or as soon thereafter as is practicable, (ii) or if such
Administrative Claim is Allowed after the Effective Date, on the date such
Administrative Claim is Allowed, or as soon thereafter as is practicable, or
(iii) upon such other terms as may be agreed upon by such Holder and the
respective Reorganized Debtor or otherwise upon an order of the Bankruptcy
Court; provided that Allowed Administrative Claims representing obligations
incurred in the ordinary course of business or otherwise assumed by the Debtors
pursuant to the Plan will be assumed on the Effective Date and paid or performed
by the respective Reorganized Debtor when due in accordance with the terms and
conditions of the particular agreements governing such obligations. The
Reorganizing Debtors (and the Reorganized Debtors) are not obliged to pay
Administrative Claims on behalf of any Liquidating Debtors.

B. Priority Tax Claims

On the Effective Date or as soon as practicable thereafter, each Holder
of an Allowed Priority Tax Claim due and payable on or prior to the Effective
Date shall be paid, at the option of the respective Debtor, (a) Cash in an
amount equal to the amount of such Allowed Priority Tax Claim, or (b) Cash over
a six-year period from the date of assessment as provided in section
1129(a)(9)(C) of the Bankruptcy Code, with interest payable at a rate of [__%]
per annum or such other rate as may be required by the Bankruptcy Code. The
amount of any Priority Tax Claim that is not an Allowed Claim or that is not
otherwise due and payable on or prior to the Effective Date, and the rights of
the Holder of such Claim, if any, to payment in respect thereof shall (x) be
determined in the manner in which the amount of such Claim and the rights of the
Holder of such Claim would have been resolved or adjudicated if the Chapter 11
Cases had not been commenced, (y) survive the Effective Date and Consummation of
the Plan as if the Chapter 11 Cases had not been commenced, and (z) not be
discharged pursuant to section 1141 of the Bankruptcy Code. Reorganizing Debtors
(and the Reorganized Debtors) are not obliged to pay Priority Tax Claims Allowed
against any Liquidating Debtor.

Article III.

REORGANIZING DEBTORS: CLASSIFICATION AND TREATMENT
OF CLASSIFIED CLAIMS AND EQUITY INTERESTS

A. Summary

The categories of Claims and Equity Interests listed below classify
Claims and Equity Interests in or against the Reorganizing Debtors for all
purposes, including voting, confirmation and distribution pursuant hereto and
pursuant to sections 1122 and 1123(a)(1) of the Bankruptcy Code. A Claim or
Equity Interest shall be deemed classified in a particular Class only to the
extent that the Claim or Equity Interest qualifies within the description of
that Class and shall be deemed classified in a different Class to the extent
that any remainder of such Claim or Equity Interest qualifies within the
description of such different Class. A Claim or Equity Interest is in a
particular Class only to the extent that such Claim or Equity Interest is

Allowed in that Class and has not been paid or otherwise satisfied prior to the
Effective Date. Any default with respect to any Allowed Claim that existed
immediately prior the Petition Date shall be deemed cured upon the Effective
Date.

1. CNC: Summary of Classification and Treatment of Claims and Equity
Interests

------------ ------------------------------------------------------ ----------------- ----------------------
Class Claim Status Voting Right

------------ ------------------------------------------------------ ----------------- ----------------------
------------ ------------------------------------------------------ ----------------- ----------------------
1A Other Priority Claims Unimpaired Deemed to Accept
------------ ------------------------------------------------------ ----------------- ----------------------
------------ ------------------------------------------------------ ----------------- ----------------------
2A Other CNC Secured Claims Unimpaired Deemed to Accept
------------ ------------------------------------------------------ ----------------- ----------------------
------------ ------------------------------------------------------ ----------------- ----------------------
3A Reinstated Intercompany Claims Unimpaired Deemed to Accept
------------ ------------------------------------------------------ ----------------- ----------------------
------------ ------------------------------------------------------ ----------------- ----------------------
4A Secured Notes Claims Impaired Entitled to vote
------------ ------------------------------------------------------ ----------------- ----------------------
------------ ------------------------------------------------------ ----------------- ----------------------
5A Lender Claims
Subclass 5A-1 Impaired Entitled to vote
Subclass 5A-2 Impaired Entitled to vote
------------ ------------------------------------------------------ ----------------- ----------------------
------------ ------------------------------------------------------ ----------------- ----------------------
6A Exchanged Note Claims Impaired Entitled to vote
------------ ------------------------------------------------------ ----------------- ----------------------
------------ ------------------------------------------------------ ----------------- ----------------------
7A Original Notes Claims Impaired Entitled to vote
------------ ------------------------------------------------------ ----------------- ----------------------
------------ ------------------------------------------------------ ----------------- ----------------------
8A Reorganizing Debtor General Unsecured Claims Impaired Entitled to vote
------------ ------------------------------------------------------ ----------------- ----------------------
------------ ------------------------------------------------------ ----------------- ----------------------
9A Convenience Class Claims Unimpaired Deemed to Accept
------------ ------------------------------------------------------ ----------------- ----------------------
------------ ------------------------------------------------------ ----------------- ----------------------
10A Trust Related Claims Impaired Entitled to vote
------------ ------------------------------------------------------ ----------------- ----------------------
------------ ------------------------------------------------------ ----------------- ----------------------
11A Old CNC Preferred Stock Interests
Subclass 11A-1 Impaired Entitled to vote
Subclass 11A-2 Impaired Entitled to vote
------------ ------------------------------------------------------ ----------------- ----------------------
------------ ------------------------------------------------------ ----------------- ----------------------
12A Old CNC Common Stock Interests Impaired Entitled to vote
------------ ------------------------------------------------------ ----------------- ----------------------
------------ ------------------------------------------------------ ----------------- ----------------------
13A Discharged Intercompany Claims Impaired Deemed to reject
------------ ------------------------------------------------------ ----------------- ----------------------
------------ ------------------------------------------------------ ----------------- ----------------------
14A Securities Claims Impaired Deemed to reject
------------ ------------------------------------------------------ ----------------- ----------------------

2. CIHC: Summary of Classification and Treatment of Claims and Equity
Interests

------------ ------------------------------------------------------ ----------------- ----------------------
Class Claim Status Voting Right

------------ ------------------------------------------------------ ----------------- ----------------------
------------ ------------------------------------------------------ ----------------- ----------------------
1B Other Priority Claims Unimpaired Deemed to accept
------------ ------------------------------------------------------ ----------------- ----------------------
------------ ------------------------------------------------------ ----------------- ----------------------
2B Other Secured Claims Unimpaired Deemed to accept
------------ ------------------------------------------------------ ----------------- ----------------------
------------ ------------------------------------------------------ ----------------- ----------------------
3B Reinstated Intercompany Claims Unimpaired Deemed to accept
------------ ------------------------------------------------------ ----------------- ----------------------
------------ ------------------------------------------------------ ----------------- ----------------------
4B Lender Claims
Subclass 4B-1 Impaired Entitled to vote
Subclass 4B-2 Impaired Entitled to vote
------------ ------------------------------------------------------ ----------------- ----------------------
------------ ------------------------------------------------------ ----------------- ----------------------
5B Exchanged Note Claims Impaired Entitled to vote
------------ ------------------------------------------------------ ----------------- ----------------------
------------ ------------------------------------------------------ ----------------- ----------------------
6B Reorganizing Debtor General Unsecured Claims Impaired Entitled to vote
------------ ------------------------------------------------------ ----------------- ----------------------
------------ ------------------------------------------------------ ----------------- ----------------------
7B Convenience Class Claims Unimpaired Deemed to accept
------------ ------------------------------------------------------ ----------------- ----------------------
------------ ------------------------------------------------------ ----------------- ----------------------
8B Reinstated CIHC Preferred Stock Interests Unimpaired Deemed to accept
------------ ------------------------------------------------------ ----------------- ----------------------
------------ ------------------------------------------------------ ----------------- ----------------------
9B Old CIHC Common Stock Interests Unimpaired Deemed to accept
------------ ------------------------------------------------------ ----------------- ----------------------
------------ ------------------------------------------------------ ----------------- ----------------------
10B Discharged Intercompany Claims Impaired Deemed to reject
------------ ------------------------------------------------------ ----------------- ----------------------
------------ ------------------------------------------------------ ----------------- ----------------------
11B Securities Claims Impaired Deemed to reject
------------ ------------------------------------------------------ ----------------- ----------------------

3. CTIHC: Summary of Classification and Treatment of Claims and Equity
Interests

------------ ------------------------------------------------------ ----------------- ----------------------
Class Claim Status Voting Right

4. PHG: Summary of Classification and Treatment of Claims and Equity
Interests

------------ ------------------------------------------------------ ----------------- ----------------------
Class Claim Status Voting Right

B. Classification and Treatment of Classified Claims and Equity Interests:
CNC

1. Class 1A--Other Priority Claims

(a) Classification: Class 1A consists of the Other Priority Claims
against CNC.

(b) Treatment: The legal, equitable and contractual rights of the
Holders of Allowed Class 1A Claims are unaltered by the Plan. Unless
otherwise agreed to by the Holders of the Allowed Other Priority Claim
and CNC, each Holder of an Allowed Class 1A Claim shall receive, in
full and final satisfaction of such Allowed Class 1A Claim, one of the
following treatments, in the sole discretion of CNC:

(i) The Distribution Agent will pay the Allowed Class 1A Claim
in full in Cash on the Effective Date or as soon thereafter as is
practicable; provided that, Class 1A Claims representing obligations
incurred in the ordinary course of business will be paid in full in
Cash when such Class 1A Claims become due and owing in the ordinary
course of business; or

(ii) The Distribution Agent will treat such Claim in any other
manner so that such Claim shall otherwise be rendered Unimpaired
pursuant to section 1124 of the Bankruptcy Code;

(c) Voting: Class 1A is Unimpaired and the Holders of Class 1A
Claims are conclusively deemed to have accepted the Plan pursuant to
section 1126(f) of the Bankruptcy Code. Therefore, the Holders of
Claims in Class 1A are not entitled to vote to accept or reject the
Plan.

2. Class 2A--Other Secured Claims

(a) Classification: Class 2A consists of the Other Secured Claims
against CNC.

(b) Treatment: The legal, equitable and contractual rights of the
Holders of Class 2A Claims are unaltered by the Plan. Unless otherwise
agreed to by the Holder of the Allowed Class 2A Claim and CNC, each
Holder of an Allowed Class 2A Claim shall receive, in full and final
satisfaction of such Allowed Class 2A Claim, one of the following
treatments, in the sole discretion of CNC:

(i) the Allowed Class 2A Claims shall be reinstated as an
obligation of Reorganized CNC;

(ii) CNC shall surrender all collateral securing such Claim to
the Holder thereof, without representation or warranty by or further
recourse against CNC or Reorganized CNC; provided that, such
surrender must render such Claim Unimpaired pursuant to section 1124
of the Bankruptcy Code; or

(iii) such Claim will be otherwise treated in any other manner
so that such Claim shall otherwise be rendered Unimpaired pursuant
to section 1124 of the Bankruptcy Code;

(c) Voting: Class 2A is Unimpaired and the Holders of Class 2A
Claims are conclusively deemed to have accepted the Plan pursuant to
section 1126(f) of the Bankruptcy Code. Therefore, the Holders of
Claims in Class 2A are not entitled to vote to accept or reject the
Plan.

3. Class 3A--Reinstated Intercompany Claims

(a) Classification: Class 3A consists of the Reinstated Intercompany
Claims against CNC.

(b) Treatment: The legal, equitable and contractual rights of the
Holders of Allowed Class 3A Claims are unaltered by the Plan. Unless
otherwise agreed to by the Holder of such Claim and CNC, each Allowed
Class 3A Claim shall be reinstated by Reorganized CNC in full and final
satisfaction of such Class 3A Claim.

(c) Voting: Class 3A is Unimpaired and the Holders of Class 3A
Claims are conclusively deemed to have accepted the Plan pursuant to
section 1126(f) of the Bankruptcy Code. Therefore, the Holders of
Claims in Class 3A are not entitled to vote to accept or reject the
Plan.

4. Class 4A--Secured Notes Claims

(a) Classification: Class 4A consists of the Secured Notes Claims
against CNC.

(b) Treatment: On or as soon as practicable after the Effective
Date, each Holder of a Class 4A Claim will receive in respect of its
Allowed Class 4A Claim, in full and final satisfaction of all such
Allowed Class 4A Claims, a Pro Rata share of the 93/94 Senior Notes
Distribution. In addition, immediately prior to the Effective Date, but
subject in all respects to the immediate occurrence of the Effective
Date, the Holders of Class 4A Claims shall be deemed to release all
pre-petition liens on, and all security interests they may have held in
or against the Debtors or any of the Debtors' Subsidiaries as of the
Petition Date, including, but not limited to their security interests
in the CFC/CIHC Intercompany Note.

5. Class 5A--Lender Claims

(a) Classification: Class 5A consists of two subclasses of the
Lender Claims against CNC: Lender Claims under or derived from the 1999
D&O Credit Facility (Class 5A-1), which are partially Secured Claims,
and all other Lender Claims (Class 5A-2).

(b) Allowance: The respective Class 5A Claims are deemed Allowed for
all purposes of the Chapter 11 Cases, without the need to File proofs
of claim, in the amount of the Allowed Lender Claims, but due to the
contractual subordination of certain other Allowed Claims,
distributions will be made on account of the Total Bank Debt Balance,
and such Allowed Class 5A Claims and the distributions hereunder in
respect of Class 5A claims shall not be subject to offset, reduction or
counterclaim in any respect.

(c) Treatment: On or as soon as practicable after the Effective
Date, (i) each Holder of an Allowed Class 5A-1 Claim shall receive on
account of its Allowed Class 5A-1 Claim and its related Allowed Class
4B-1 Claim, the treatment as set forth for Class 4B-1 in Article
III.C.4 below, and (ii) each Holder of an Allowed Class 5A-2 Claim
shall receive on account of its Allowed Class 5A-2 Claim and its
related Allowed Class 4B-2 Claim, the treatment as set forth for Class
4B-2 in Article III.C.4 below. Such treatments shall be in full and
final satisfaction of all Class 5A Claims. In addition, immediately
prior to the Effective Date, but subject in all respects to the
immediate occurrence of the Effective Date, the Holders of Class 5A
Claims shall be deemed to release all pre-petition liens on and
security interests in the CFC/CIHC Intercompany Note.

(d) Voting: Classes 5A-1 and 5A-2 are Impaired Classes and Holders
of Class 5A-1 and 5A-2 Claims are entitled to vote separately to accept
or reject the Plan.

6. Class 6A--Exchanged Note Claims Against CNC

(a) Classification: Class 6A consists of the Exchanged Note Claims
against CNC.

(b) Allowance: The Class 6A Claims are Allowed for all purposes
under this Plan, without the need to File proofs of claim, in the
amounts as set forth in the Plan Supplement, and such Allowed Class 6A
Claims and the distributions hereunder in respect thereof shall not be
subject to offset, reduction or counterclaim in any respect.

(c) Treatment: On or as soon as practicable after the Effective
Date, each Holder of an Allowed Class 6A Claim shall receive in full
and final satisfaction of all such Allowed Class 6A Claims, [in respect
of its Allowed Class 6A Claim and its related Allowed Class 5B Claim,
the treatment set forth for Class 5B in Article III.B.5 above.

(d) Voting: Class 6A is Impaired and Holders of Class 6A Claims are
entitled to vote to accept or reject the Plan.

7. Class 7A--Original Notes Claims

(a) Classification: Class 7A consists of the Original Notes Claims
against CNC.

(b) Allowance: The Class 7A Claims are Allowed for all purposes
under this Plan, without the need to file Proofs of Claim, in the
amounts as set forth in the Plan Supplement and such Allowed Class 7A
Claims and the distributions hereunder in respect thereof shall not be
subject to offset, reduction or counterclaim in any respect.

(c) Treatment: On or as soon as practicable after the Effective
Date, each Holder of an Allowed Class 7A Claim shall receive, in full
and final satisfaction of all such Allowed Class 7A Claims, its pro
rata share of the Original Note Distribution.

(d) Voting: Class 7A is Impaired and Holders of Class 7A Claims are
entitled to vote to accept or reject the Plan.

8. Class 8A - Reorganizing Debtor General Unsecured Claims

(a) Classification: Class 8A consists of the Reorganizing Debtor
General Unsecured Claims against CNC.

(b) Treatment: On or as soon as practicable after the Effective
Date, each Holder of an Allowed Class 8A Claim will receive, in full
and final satisfaction of all such Allowed Class 8A Claims, its Pro
Rata share of the CNC Unsecured Distribution.

9. Class 9A-- Convenience Class Claims

(a) Classification: Class 9A consists of the Convenience Class
Claims against CNC.

(b) Treatment: CNC will treat such Allowed Class 9A Claims in a
manner that will render such Claims Unimpaired by the Bankruptcy Code.
Each holder of an Allowed Class 8A Claim may elect to be treated as a
Holder of an Allowed Class 9A Convenience Class Claim. Any such
election must be made on the Ballot, and no Creditor can elect Class 9A
Claim treatment after the Voting Deadline. Each Holder of an allowed
Class 9A Claim shall receive the lesser of (i) $5,000 or (ii) the
amount of their (iii) Allowed Class 8A Claim. Any Allowed Class 8A
Claim that exceeds $5,000, but whose Holder elects to be treated as a
Class 9A Claim shall be automatically reduced in complete satisfaction
of such Class 8A Claim to the amount of distribution made on account of
such Convenience Class Claim.

(c) Voting: Class 9A is Unimpaired and the Holders of Class 9A
Claims are conclusively presumed to have accepted the Plan pursuant to
section 1126(f) of the Bankruptcy Code. However, the votes of Holders
of Claims in Class 8A who have elected to be treated as Holders of
Class 9A Claims shall be solicited in case such elections to be treated
as a Class 9A Claim are cancelled in accordance with section (b) above
(in which case such votes shall be attributed to such Claim's original
Class).

10. Class 10A-- Trust Related Claims

(a) Classification: Class 10A consists of the Trust Related Claims
against CNC.

(b) Allowance: Pursuant to its terms, the CNC Guarantee of
Subordinated Debenture Claims is limited to the extent the Trusts have
funds available for distribution. As of the Petition Date, the Trusts
had no funds available for distribution and, therefore, the CNC
Guarantee of Subordinated Debenture Claims are Allowed in the amount of
$0.

(c) Treatment: On or as soon as practicable after the Effective
Date, each Holder of an Allowed Class 10A Claim shall receive, in full
and final satisfaction of all such Allowed Claim, a portion of the
Junior Recovery to be allocated by the Debtors.

Restriction on recovery: The Junior Recovery being provided to Class
10A is subject to contractual subordination between the Holders of the
Subordinated Debenture Claims and the Lender Claims and Senior Notes
Claims and is being provided by the Holders of the Lender Claims and
Senior Notes Claims in order to facilitate a consensual Plan. The
Junior Recovery is being provided with the consent of the Holders of
the Lender Claims and Senior Notes Claims. If Class 10A fails to accept
the Plan, Holders of Class 10A, 11A and 12A Claims or Interests will
not receive a distribution under the Plan, and the distributions that
are reserved for Class 10A under this paragraph shall instead be
included in the Senior Notes CNC Distribution. The Debtors reserve the
right (i) to request that the Bankruptcy Court confirm the Plan in
accordance with section 1129(b) of the Bankruptcy Code and/or (ii) to
modify the Plan in accordance with the terms hereof.

(d) Voting: Class 10A is Impaired and Holders of Class 10A Claims
are entitled to vote to accept or reject the Plan.

11. Class 11A--Old CNC Preferred Stock Interests

(a) Classification: Class 11A consists of the two subclasses of Old
CNC Preferred Stock Interests: Old CNC Series F Preferred Stock
Interests (Class 11A-1) and Old CNC Other Preferred Stock Interests
(Class 11A-2).

(b) Treatment: On or as soon as practicable after the Effective
Date, (i) each Holder of an Allowed Class 11A-1 Interest shall receive,
in full and final satisfaction of all such Allowed Interest, a portion
of the Junior Recovery to be allocated by the Debtors and (ii) each
Holder of an Allowed Class 11A-2 Interest shall receive, in full and
final satisfaction of such Allowed Interest, a portion of the Junior
Recovery to be allocated by the Debtors.

(c) Voting: Classes 11A-1 and 11A-2 are Impaired and Holders of
Class 11A-1 and 11A-2 Interests are entitled to separately vote to
accept or reject the Plan.

Restriction on recovery: If Class 11A-1 or 11A-2 fails to accept the
Plan, Holders of Class 11A and 12A Interests will not receive a
distribution under the Plan, and the distributions that are reserved
for Class 11A under this paragraph shall instead be included in the
Senior Notes CNC Distribution. The Debtors reserve the right (i) to
request that the Bankruptcy Court confirm the Plan in accordance with
section 1129(b) of the Bankruptcy Code and/or (ii) to modify the Plan
in accordance with the terms hereof.

12. Class 12A--Old CNC Common Stock Interests

(a) Classification: Class 12A consists of the Allowed Old CNC Common
Stock Interests.

(b) Treatment: On or as soon as practicable after the Effective
Date, each Holder of an Allowed Class 12A Interest shall receive, in
full and final satisfaction of all such Allowed Interest, a portion of
the Junior Recovery to be allocated by the Debtors.

Restriction on recovery: If Class 12A fails to accept the Plan, Holders
of Class 12A Interests will not receive a distribution under the Plan,
and the distributions that are reserved for Class 12A under this
paragraph shall instead be included in the Senior Notes CNC
Distribution. The Debtors reserve the right (i) to request that the
Bankruptcy Court confirm the Plan in accordance with section 1129(b) of
the Bankruptcy Code and/or (ii) to modify the Plan in accordance with
the terms hereof.

13. Class 13A-- Discharged Intercompany Claims

(a) Classification: Class 13A consists of the Discharged
Intercompany Claims against CNC.

(b) Treatment: Class 13A Claims will be cancelled and Holders
thereof will not receive a distribution under the Plan in respect of
such Claims.

(c) Voting: Class 13A is Impaired and is conclusively deemed to
reject the Plan. Holders of Class 13A Discharged Intercompany Claims
are not entitled to vote to accept or reject the Plan.

14. Class 14A--Securities Claims

(a) Classification: Class 14A consists of the Securities Claims
against CNC.

(b) Treatment: Class 14A Claims will be cancelled and Holders
thereof will not receive any distribution under the Plan.

(c) Voting: Class 14A is Impaired, and is conclusively deemed to
reject the Plan. Holders of Class 14A Claims are not entitled to vote
to accept or reject the Plan.

C. Classification and Treatment of Classified Claims and Equity Interests:
CIHC

1. Class 1B--Other Priority Claims

(a) Classification: Class 1B consists of the Other Priority Claims
against CIHC.

(b) Treatment: The legal, equitable and contractual rights of the
Holders of Allowed Class 1B Claims are unaltered by the Plan. Unless
otherwise agreed to by the Holder of the Allowed Other Priority Claim
and CIHC, each Holder of an Allowed Class 1B Claim shall receive, in
full and final satisfaction of such Allowed Class 1B Claim, one of the
following treatments, in the sole discretion of CIHC:

(i) The Distribution Agent will pay the Allowed Class 1B Claim
in full in Cash on the Effective Date or as soon thereafter as is
practicable; provided that, Class 1B Claims representing obligations
incurred in the ordinary course of business will be paid in full in
Cash when such Claim becomes due and owing in the ordinary course of
business;

(ii) such Claim will otherwise be treated in any other manner so
that such Claim shall otherwise be rendered Unimpaired pursuant to
section 1124 of the Bankruptcy Code; or

(c) Voting: Class 1B is Unimpaired and the Holders of Class 1B
Claims are conclusively deemed to have accepted the Plan pursuant to
section 1126(f) of the Bankruptcy Code. Therefore, the Holders of
Claims in Class 1B are not entitled to vote to accept or reject the
Plan.

2. Class 2B--Secured Claims

(a) Classification: Class 2B consists of the Secured Claims against
CIHC.

(b) Treatment: The legal, equitable and contractual rights of the
Holders of Class 2B Claims are Unimpaired by the Plan. Unless otherwise
agreed to by the Holder of the Allowed Class 2B Claim and CIHC, each
Holder of an Allowed Class 2B Claim shall receive, in full and final
satisfaction of such Allowed Class 2B Claim, one of the following
treatments, in the sole discretion of CIHC:

(i) the Allowed Class 2B Claims shall be reinstated as an
obligation of Reorganized CIHC;

(ii) CIHC shall surrender all collateral securing such Claim to
the Holder thereof, without representation or warranty by or further
recourse against CIHC or Reorganized CIHC provided that, such
surrender must render such Claim Unimpaired pursuant to section 1124
of the Bankruptcy Code; or

(iii) such Claim will be otherwise treated in any other manner
so that such Claim shall otherwise be rendered Unimpaired pursuant
to section 1124 of the Bankruptcy Code;

(c) Voting: Class 2B is Unimpaired and the Holders of Class 2B
Claims are conclusively deemed to have accepted the Plan pursuant to
section 1126(f) of the Bankruptcy Code. Therefore, the Holders of
Claims in Class 2B are not entitled to vote to accept or reject the
Plan.

3. Class 3B--Reinstated Intercompany Claims

(a) Classification: Class 3B consists of the Reinstated Intercompany
Claims against CIHC.

(b) Treatment: The legal, equitable and contractual rights of the
Holders of Allowed Class 3B Claims are Unimpaired by the Plan. Unless
otherwise agreed to by the Holder of such Claim and CIHC, each Allowed
Class 3B Claim shall be reinstated by Reorganized CIHC in full and
final satisfaction of such Class 3B Claim.

(c) Voting: Class 3B is Unimpaired and the Holders of Class 3B
Claims are conclusively deemed to have accepted the Plan pursuant to
section 1126(f) of the Bankruptcy Code. Therefore, the Holders of
Claims in Class 3B are not entitled to vote to accept or reject the
Plan.

4. Class 4B-- Lender Claims

(a) Classification: Class 4B consists of two subclasses of the
Lender Claims against CIHC: Lender Claims under or derived from the
1999 D&O Credit Facility (Class 4B-1), which are partially Secured
Claims, and all other Lender Claims (Class 4B-2).

(b) Allowance: The Class 4B Claims are deemed Allowed for all
purposes of the Chapter 11 Cases, without the need to File proofs of
claim, in the amount of the Allowed Lender Claims, but due to the
contractual subordination of certain other Allowed Claims,
distributions will be made on account of the Total Bank Debt Balance,
and such Allowed Class 4B Claims and the distributions hereunder in
respect of Class 4B Claims shall not be subject to offset, reduction or
counterclaim in any respect.

(c) Treatment: On or as soon as practicable after the Effective
Date, each Holder of an Allowed Class 4B Claim shall receive on account
of its Allowed Class 4B Claim and its related Allowed Class 5A Claim,

its Pro Rata share of the: (i) New Tranche A Bank Debt; (ii) New
Tranche B Bank Debt; (iii) New CNC Preferred Stock; and (iv) New CNC
Warrants. CIHC will guaranty the New Tranche A Bank Debt and the New
Tranche B Bank Debt and the obligations in respect thereof will be
secured as contemplated by the New Credit Facility. Such treatment
shall be in full and final satisfaction of all Class 4B and Class 5A
Claims, and of any rights to contractual subordination of other Allowed
Claims for the benefit of Class 4B and Class 5A Claims. In addition,
immediately prior to the Effective Date, but subject in all respects to
the immediate occurrence of the Effective Date, the Holders of Class 4B
and Class 5A Claims shall be deemed to release all pre-petition liens
on and security interests in the CFC/CIHC Intercompany Note. In
addition, the Lenders' Agents and each of the Lenders shall receive in
Cash on the Effective Date an amount equal to all of its fees and
expenses (including, without limitation, all fees and expenses of
counsel and financial advisors) incurred in connection with the Senior
Credit Facility or the D&O Credit Facilities, as the case may be,
including, without limitation, in connection with the Chapter 11 Cases,
the Plan, the implementation of the Plan or any documentation relating
thereto. The New Tranche A Bank Debt and New Tranche B Bank Debt shall
be issued in separate tranches as follows: (i) to Holders of Claims
under the Senior Credit Facility, (ii) to Holders of Claims under or
derived from the 1999 D&O Facility and (iii) to Holders of Claims under
or derived from the other D&O Credit Facilities The Lenders under the
respective D&O Credit Facilities shall be deemed to have transferred to
Reorganized CNC all loans made to the individual borrowers under the
D&O Credit Facilities and all rights and remedies in respect thereof to
Reorganized CNC, and all amounts paid by such borrowers shall be
applied to the loans under the New Credit Facility as set forth in the
New Credit Facility.

(d) Voting: Classes 4B-1 and 4B-2 are Impaired Classes and Holders
of Class 4B-1 and 4B-2 Claims are entitled to vote separately to accept
or reject the Plan.

5. Class 5B-- Exchanged Note Claims

(a) Classification: Class 5B consists of the Exchanged Note Claims
against CIHC.

(b) Allowance: Notwithstanding any provision to the contrary
contained in this Plan, the Class 5B Claims shall be deemed Allowed
Class 5B Claims for all purposes of the Chapter 11 Cases, without the
need to File proofs of claim, in the amounts as set forth in the Plan
Supplement.

(c) Treatment: On or as soon as practicable after the Effective
Date, each Holder of an Allowed Class 5B Claim shall receive in full
and final satisfaction of all such Allowed Class 6A and Class 5B
Claims, its Pro Rata share of the Exchanged Note Distribution. In
addition, the professionals of the Unofficial Noteholders Committee
will be paid on the Effective Date in Cash the unpaid fees and expenses
(whether incurred prior to or after the Petition Date) in accordance
with their prepetition engagement letters.

(d) Voting: Class 5B is Impaired and is entitled to vote to accept
or reject the Plan.

6. Class 6B--Reorganizing Debtor General Unsecured Claims

(a) Classification: Class 6B consists of the Reorganizing Debtor
General Unsecured Claims against CIHC, including the CFC Subsidiary
Guaranty Claims and the CIHC/CFC Intercompany Note.

(b) Treatment: On or as soon as practicable after the Effective
Date, each Holder of an Allowed Class 6B Claim shall receive its Pro
Rata share of the CIHC Unsecured Distribution.

7. Class 7B-- Convenience Class Claims

(a) Classification: Class 7B consists of the Convenience Class
Claims against CIHC.

(b) Treatment: CIHC will treat such Allowed 7B Claims in a manner
that will render such Claims Unimpaired under the Bankruptcy Code. Each
Holder of an Allowed Class 6B General Unsecured Claim may elect to be
treated as a Holder of an Allowed Class 7B Convenience Class Claim. Any
such election must be made on the Ballot, and no Creditor can elect
Class 7B Claim treatment after the Voting Deadline. Each Holder of an
Allowed Class 7B Claim shall receive the lesser of (i) $5,000 or (ii)
the amount of their Allowed Class 6B Claim. Any Allowed Class 6B Claim
that exceeds $5,000 but whose Holder elects to be treated as a Class 7B
Claim shall be automatically reduced in complete satisfaction of such
Class 6B Claim to the amount of distribution made on account of such
Convenience Class Claim.

(c) Voting: Class 7B is Unimpaired and the Holders of Class 7B
Claims are conclusively presumed to have accepted the Plan pursuant to
section 1126(f) of the Bankruptcy Code. However, the Holders of Claims
in Class 6B who have elected to be treated as Holders of Class 7B
Claims shall be solicited in case the election to be treated as a Class
7B Claim were cancelled in accordance with section (b) above (in which
case such values shall be attributed to such Claims' original Class).

8. Class 8B--Reinstated CIHC Preferred Stock Interests

(a) Classification: Class 8B consists of the Reinstated CIHC
Preferred Stock Interests.

(b) Treatment: Reorganized CIHC will reinstate the Allowed
Reinstated CIHC Preferred Stock Interests.

(c) Voting: Class 8B is Unimpaired and the Holders of Class 8B
Claims are conclusively deemed to have accepted the Plan pursuant to
section 1126(f) of the Bankruptcy Code. Therefore, the Holders of
Claims in Class 8B are not entitled to vote to accept or reject the
Plan.

9. Class 9B--Old CIHC Common Stock Interests

(a) Classification: Class 9B consists of the Old CIHC Common Stock
Interests.

(b) Treatment: Reorganized CIHC will reinstate the Allowed Old CIHC
Common Stock Interests.

(c) Voting: Class 9B is Unimpaired and the Holders of Class 9B Old
Common Stock Interests are conclusively deemed to have accepted the
Plan pursuant to section 1126(f) of the Bankruptcy Code. Therefore, the
Holders of Class 9B Equity Interests are not entitled to vote to accept
or reject the Plan.

10. Class 10B-- Discharged Intercompany Claims

(a) Classification: Class 10B consists of the Discharged
Intercompany Claims against CIHC.

(b) Treatment: Class 10B Claims will be cancelled and the Holders
thereof will receive no distribution under the Plan in respect of such
Claims.

(c) Voting: Class 10B is Impaired and is conclusively deemed to
reject the Plan. Holders of Class 10B Discharged Intercompany Claims
are not entitled to vote to accept or reject the Plan.

11. Class 11B--Securities Claims

(a) Classification: Class 11B consists of the Securities Claims
against CIHC.

(b) Treatment: Class 11B will be cancelled and the Holders thereof
will receive no distribution under the Plan in respect of such Claims.

(c) Voting: Class 11B is Impaired, and is conclusively deemed to
reject the Plan. Holders of Class 11B Claims are not entitled to vote
to accept or reject the Plan.

D. Classification and Treatment of Classified Claims and Equity Interests:
CTIHC

1. Class 1C--Other Priority Claims

(a) Classification: Class 1C consists of the Other Priority Claims
against CTIHC.

(b) Treatment: The legal, equitable and contractual rights of the
Holders of Allowed Class 1C Claims are unaltered by the Plan. Unless
otherwise agreed to by the Holder of the Allowed Other Priority Claim
and CTIHC, each Holder of an Allowed Class 1C Claim shall receive, in
full and final satisfaction of such Allowed Class 1C Claim, one of the
following treatments, in the sole discretion of CTIHC:

(i) the Distribution Agent will pay the Allowed Class 1C Claim
in full in Cash on the Effective Date or as soon thereafter as is
practicable, provided that, Class 1C Claims representing obligations
incurred in the ordinary course of business will be paid in full in
Cash when such Class 1C Claims become due and owing in the ordinary
course of business;

(ii) such Claim will otherwise be treated in any other manner so
that such Claim shall otherwise be rendered Unimpaired pursuant to
section 1124 of the Bankruptcy Code;

(c) Voting: Class 1C is Unimpaired and the Holders of Class 1C
Claims are conclusively deemed to have accepted the Plan pursuant to
section 1126(f) of the Bankruptcy Code. Therefore, the Holders of
Claims in Class 1C are not entitled to vote to accept or reject the
Plan.

2. Class 2C--Secured Claims

(a) Classification: Class 2C consists of the Secured Claims against
CTIHC.

(b) Treatment: The legal, equitable and contractual rights of the
Holders of Class 2C Claims are unaltered by the Plan. Unless otherwise
agreed to by the Holder of the Allowed Class 2C Claim and CTIHC, each
Holder of an Allowed Class 2C Claim shall receive, in full and final
satisfaction of such Allowed Class 2C Claim, one of the following
treatments, in the sole discretion of CTIHC:

(i) the Allowed Class 2C Claims shall be reinstated as an
obligation of Reorganized CTIHC;

(ii) CTIHC shall surrender all collateral securing such Claim to
the Holder thereof, without representation or warranty by or
recourse against CTIHC or Reorganized CTIHC, provided that, such
surrender must render such Claim Unimpaired pursuant to Section 1124
of the Bankruptcy Code; or

(iii) such Claim will be otherwise treated in any other manner
so that such Claim shall otherwise be rendered Unimpaired pursuant
to section 1124 of the Bankruptcy Code;

(c) Voting: Class 2C is Unimpaired and the Holders of Class 2C
Claims are conclusively deemed to have accepted the Plan pursuant to
section 1126(f) of the Bankruptcy Code. Therefore, the Holders of
Claims in Class 2C are not entitled to vote to accept or reject the
Plan.

3. Class 3C -- Reorganizing Debtor General Unsecured Claims

(a) Classification: Class 3C consists of the Reorganizing Debtor
General Unsecured Claims against CTIHC.

(b) Treatment: If there are any Allowed Class 3C Claims, Holders
thereof will receive a pro rata share of the Old CTIHC Common Stock.

(c) Voting: Class 3C is Impaired and Holders of Class 3C
Reorganizing Debtor General Unsecured Claims are entitled to vote to
accept or reject the Plan.

4. Class 4C-- Old CTIHC Common Stock Interests

(a) Classification: Class 4C consists of the Old CTIHC Common Stock
Interests.

(b) Treatment: Class 4C Interests will be allocated to the Holders
of Allowed Class 3C Claims, if any, and if none, shall be held by
Reorganized CIHC.

(c) Voting: Class 4C is Impaired and is conclusively deemed to
reject the Plan. Holders of Class 4C Old CTIHC Common Stock Interests
are not entitled to vote to accept or reject the Plan.

E. Classification and Treatment of Classified Claims and Equity Interests:
Partners Health Group, Inc.

1. Class 1D--Other Priority Claims

(a) Classification: Class 1D consists of the Other Priority Claims
against PHG.

(b) Treatment: The legal, equitable and contractual rights of the
Holders of Allowed Class 1D Claims are unaltered by the Plan. Unless
otherwise agreed to by the Holder of the Allowed Other Priority Claim
and PHG, each Holder of an Allowed Class 1D Claim shall receive, in
full and final satisfaction of such Allowed Class 1D Claim, one of the
following alternative treatments, in the sole discretion of PHG:

(i) the Distribution Agent will pay the Allowed Class 1D Claim
in full in Cash on the Effective Date or as soon thereafter as is
practicable, provided that, Class 1D Claims representing obligations
incurred in the ordinary course of business will be paid in full in
Cash when such Class 1D Claims become due and owing in the ordinary
course of business; or

(ii) such Claim will otherwise be treated in any other manner so
that such Claim shall otherwise be rendered Unimpaired pursuant to
section 1124 of the Bankruptcy Code;

(c) Voting: Class 1D is Unimpaired and the Holders of Class 1D
Claims are conclusively deemed to have accepted the Plan pursuant to
section 1126(f) of the Bankruptcy Code. Therefore, the Holders of
Claims in Class 1D are not entitled to vote to accept or reject the
Plan.

2. Class 2D--Secured Claims

(a) Classification: Class 2D consists of the Secured Claims against
PHG.

(b) Treatment: The legal, equitable and contractual rights of the
Holders of Class 2D Claims are unaltered by the Plan. Unless otherwise
agreed to by the Holder of the Allowed Class 2D Claim and PHG, each
Holder of an Allowed Class 2D Claim shall receive, in full and final
satisfaction of such Allowed Class 2D Claim, one of the following
alternative treatments, in the sole discretion of PHG:

(i) the Allowed Class 2D Claims shall be reinstated as an
obligation of Reorganized PHG;

(ii) the Distribution Agent shall surrender all collateral
securing such Claim to the Holder thereof, without representation or
warranty by or recourse against PHG or Reorganized PHG, provided

that, such surrender must render such Claim Unimpaired pursuant to
section 1124 of the Bankruptcy Code; or

(iii) such Claim will be otherwise treated in any other manner
so that such Claim shall otherwise be rendered Unimpaired pursuant
to section 1124 of the Bankruptcy Code;

(c) Voting: Class 2D is Unimpaired and the Holders of Class 2D
Claims are conclusively deemed to have accepted the Plan pursuant to
section 1126(f) of the Bankruptcy Code. Therefore, the Holders of
Claims in Class 2D are not entitled to vote to accept or reject the
Plan.

3. Class 3D-- Reorganizing Debtor General Unsecured Claims

(a) Classification: Class 3D consists of the Reorganizing Debtor
General Unsecured Claims against PHG.

(b) Treatment: Class 3D Claims will voluntarily waive any right to
receive a distribution under the Plan.

4. Class 4D-- Old PHG Common Stock Interests

(a) Classification: Class 4D consists of the Old PHG Common Stock
Interests.

(b) Treatment: PHG is a Residual Subsidiary and the Old PHG Common
Stock will be transferred to the Residual Trust.

(c) Voting: CIHC is the indirect parent of PHG. CIHC and
intermediate holding company approve of their treatment under this
subplan.

Article IV.

LIQUIDATING DEBTORS: CLASSIFICATION AND TREATMENT OF CLASSIFIED CLAIMS AND
EQUITY INTERESTS

A. Summary

The Liquidating Debtors currently anticipate selling substantially all
of their assets pursuant to a Purchase Agreement and a motion pending before the
Bankruptcy Court. The hearing to consider approval of the purchase agreement is
currently scheduled for March 5, 2003. The Debtors reserve the right to amend
the Plan to provide for the distribution of sale proceeds and any residual
assets.

Article V.

ACCEPTANCE OR REJECTION OF THE PLAN

A. Voting Classes

Each Holder of an Allowed Claim or Allowed Equity Interest in Classes
4A, 5A-1, 5A-2, 6A, 7A, 8A, 10A, 11A-1, 11A-2, 12A, 4B-1, 4B-2, 5B, 6B and 3C
shall be entitled to vote to accept or reject the Plan.

B. Acceptance by Impaired Classes

An Impaired Class of Claims shall have accepted the Plan if (a) the
Holders (other than any Holder designated under section 1126(e) of the
Bankruptcy Code) of at least two-thirds in amount of the Allowed Claims actually
voting in such Class have voted to accept the Plan and (b) the Holders (other
than any Holder designated under section 1126(e) of the Bankruptcy Code) of more
than one-half in number of the Allowed Claims actually voting in such Class have
voted to accept the Plan. An Impaired Class of Equity Interests shall have
accepted the Plan if Holders (other than any Holder designated under Section
1126(e) of the Bankruptcy Code) that hold at least two-thirds in amount of the
Allowed Equity Interests actually voting in such Class have voted to accept the
Plan.

C. Presumed Acceptance of Plan

Classes 1A, 2A, 3A, 9A, 1B, 2B, 3B, 7B, 8B, 9B, 1C, 2C, 1D, 2D and 3D
are Unimpaired under the Plan, and, therefore, are presumed to have accepted the
Plan pursuant to section 1126(f) of the Bankruptcy Code.

D. Presumed Rejection of Plan

Classes 13A, 14A, 10B, 11B, 4C, 4D and are Impaired and shall receive
no distributions, and, therefore, are presumed to have rejected the Plan
pursuant to section 1126(g) of the Bankruptcy Code.

E. Non-Consensual Confirmation

The Debtors will seek Confirmation of the Plan under section 1129(b) of
the Bankruptcy Code with respect to the Impaired Classes presumed to reject the
Plan, and reserves the right to do so with respect to any other rejecting Class.
In the event that Class 10A, 11A or 12A fails to accept the Plan in accordance
with section 1129(a)(8) of the Bankruptcy Code, the Debtors reserve the right
(a) to request that the Bankruptcy Court confirm the Plan in accordance with
section 1129(b) of the Bankruptcy Code and/or (b) to modify the Plan in
accordance with Article XI.E hereof.

Article VI.

REORGANIZING DEBTORS: MEANS FOR IMPLEMENTATION OF
THE REORGANIZING SUBPLANS

A. Corporate Existence and Vesting of Assets in the Reorganizing Debtors
and Old CNC

1. On the Effective Date: (i) Old CNC shall continue to exist as a
separate corporate entity, with corporate powers in accordance with the laws of
the State of Indiana and its Articles of Incorporation and By-laws, each of
which shall be amended and restated to limit Old CNC's activity to the
implementation of the Plan, the liquidation of its Residual Assets and the
winding-up of its affairs; (ii) Reorganized CNC shall be incorporated as a
subsidiary of Old CNC and shall exist thereafter as a separate corporate entity,
with all corporate powers in accordance with the laws of the State of Delaware,
the Restated CNC Charter and the Restated CNC By-laws; and (iii) (1) the
Residual Trust shall be settled and exist as a grantor trust and/or liquidating
trust under the laws of the State of Delaware and pursuant to the Declaration of
Trust; (2) Reorganized CIHC shall continue to exist as a separate corporate
entity, with corporate powers in accordance with the laws of the State of
Delaware and its Articles of Incorporation and By-laws; (3) Reorganized CTIHC
shall continue to exist as a separate corporate entity, with corporate powers in
accordance with the laws of the State of Delaware and its Articles of
Incorporation and By-laws; and (4) Reorganized PHG shall continue to exist as a
separate corporate entity, with corporate powers in accordance with the laws of
the State of Illinois and its Certificate of Incorporation and By-laws.

2. Except as otherwise contemplated by the Plan, on and after the
Effective Date, all property of the Estate, and any property retained or
acquired by the Debtors, Reorganizing Debtors or Reorganized Debtor under the
Plan, shall vest in the respective Debtor, Reorganizing Debtor or Reorganized
Debtor free and clear of all Claims, liens, charges, or other encumbrances. On
and after the Effective Date, each Debtor or Reorganized Debtor may operate its
business and may use, acquire or dispose of property and compromise or settle

any Claims or Equity Interests, without supervision or approval by the
Bankruptcy Court and free of any restrictions of the Bankruptcy Code or
Bankruptcy Rules, other than those restrictions expressly imposed by the Plan
and the Confirmation Order.

3. On the Effective Date, all assets of Old CNC, other than the
Residual Assets, shall be transferred by Old CNC to Reorganized CNC in exchange
for the New CNC Common Stock, New CNC Preferred Stock, New CNC Warrants and the
assumption of the New Tranche A Bank Debt, the New Tranche B Bank Debt, New
Secured Notes, New CNC Common Stock, New CNC Preferred Stock, and New CNC
Warrants.

B. Cancellation of Old Notes, Old Preferred Stock and Old Common Stock

On the Effective Date, except to the extent otherwise expressly
provided herein, all notes, instruments, certificates, and other documents
evidencing the (i) Senior Credit Facility, (ii) Exchanged Notes, (iii) Original
Notes, (iv) Subordinated Debentures, (v) Old CNC Common Stock, and (vi) Old CNC
Preferred Stock and any and all other Claims and Equity Interests shall be
canceled and the obligations of the Reorganizing Debtors or Reorganized Debtors
thereunder or in any way related thereto shall be discharged. On the Effective
Date, except to the extent otherwise expressly provided herein, any indenture or
similar instrument relating to any of the foregoing shall be deemed to be
canceled, as permitted by section 1123(a)(5)(F) of the Bankruptcy Code, and the
obligations of the respective Reorganizing Debtors or Reorganized Debtors
thereunder, shall be discharged and no such obligations will be assumed by the
Reorganized Debtors.

C. Issuance of New Securities; Execution of Related Documents

1. On or as soon as practicable after the Effective Date, the
Reorganized Debtors shall distribute or issue all securities, notes,
instruments, certificates, and other documents required to be issued pursuant to
the Plan, including, without limitation, (i) the New Credit Facility, (ii) New
Secured Notes, (iii) New CNC Common Stock, (iv) New CNC Preferred Stock, and (v)
New CNC Warrants, each of which shall be distributed as provided herein. The
Reorganized Debtors shall execute and deliver such other agreements, documents
and instruments as are required to be executed pursuant to the terms hereof.

2. On the Effective Date, Old CNC shall issue the Residual Share to the
Residual Trust.

3. The Debtors (and each of their respective Affiliates, agents,
directors, officers, employees, advisors and attorneys), the Unofficial
Noteholders' Committee, the Unofficial Lenders' Committee, and the Official
Committees, and each of the members of such committees (and each of their
respective Affiliates, agents, directors, officers, employees, advisors, and
attorneys) have, and upon confirmation of this Plan will be deemed to have,
participated in good faith and in compliance with the applicable provisions of
the Bankruptcy Code with regard to the distributions of the securities under
this Plan, and therefore are not, and on account of such distributions will not
be, liable at any time for the violation of any applicable law, rule, or
regulation governing the solicitation of acceptances or rejections of this Plan
or such distributions made pursuant to this Plan.

D. Creation of Residual Trust

On the Effective Date the Residual Trust shall be settled and exist as
a grantor trust and/or liquidating trust under the laws of the State of Delaware
and pursuant to the Declaration of Trust. The sole asset of the Residual Trust
shall be the Residual Share.

E. Creation of Professional Escrow Account

On the Effective Date, the Reorganized Debtors shall establish the
Professional Escrow Account and reserve the amounts necessary to ensure the
payment of all Accrued Professional Compensation.

F. Corporate Governance, Directors and Officers, and Corporate Action

1. Amended Certificate of Incorporation and By-laws

On the Effective Date, Reorganized CNC will file the Restated CNC
Charter with the Secretary of State of Delaware in accordance with Section 103
of the Delaware General Corporation Law. The Restated CNC Charter and the
Restated CNC By-laws will, among other things, authorize ____ shares of New CNC
Common Stock and ____ shares of New CNC Preferred Stock. In addition, the
Restated CNC Charter shall prohibit the issuance of non-voting equity securities
to the extent required by the provisions of Section 1123(a)(6) of the Bankruptcy
Code. After the Effective Date, Reorganized CNC may amend and restate the
Restated CNC Charter and other constituent documents as permitted by Delaware
law.

On the Effective Date, Reorganized CIHC, CTIHC, and/or PHG will file
the applicable Restated Certificate of Incorporation with the Secretary of State
of the State of Delaware (or, in the case of Reorganized PHG, the state of
Illinois) in accordance with Section 103 of the General Corporation Law of
Delaware (or, in the case of Reorganized PHG, Illinois law). After the Effective
Date, Reorganized CIHC, CTIHC and/or PHG may amend and restate their respective
Restated Certificate of Incorporation and other constituent documents as
permitted by Delaware law (or, in the case of PHG, Illinois law).

2. Directors and Officers of the Reorganized Debtors

The Boards of Directors of the respective Reorganized CNC, Reorganized
CIHC and the other Debtors as reorganized immediately following the Consummation
Date shall consist of the individuals specified in the Plan Supplement.

3. Management Incentive Plan

After the Effective Date, Reorganized CNC will implement the Management
Incentive Plan substantially in the form set forth in the Plan Supplement.

4. Employment Agreements

On the Effective Date, Reorganized CNC shall enter into employment
agreements with its key executives, substantially in the form set forth in the
Plan Supplement.

5. [Intentionally Omitted]

6. Listing/Registration Rights

On the Effective Date, Reorganized CNC shall (a) be a reporting company
under the Exchange Act, (b) cause the shares of New CNC Preferred Stock, New CNC
Common Stock and New CNC Warrants to be listed on [ ] or such other securities
exchange as agreed with the Official Unsecured Committee, if the listing
requirements for such securities exchange are satisfied with respect to such
securities, and (c) execute and deliver a Registration Rights Agreement
substantially in the form set forth in the Plan Supplement.

7. Corporate Action

On the Effective Date, the adoption and filing of the Restated CNC
Charter and the Restated Certificate of Incorporation for each of CIHC, CTIHC,
and PHG, the approval of the Restated CNC By-laws and the Restated By-laws for
each of CIHC, CTIHC and PHG, the appointment of directors and officers for the
Reorganized Debtors, the adoption of the Management Stock Option Plan, and all
actions contemplated hereby shall be authorized and approved in all respects
(subject to the provisions hereof) pursuant to this Plan. All matters provided
for herein involving the corporate structure of the Debtors or Reorganizing
Debtors, and any corporate action required by the Debtors or Reorganizing
Debtors in connection with the Plan, shall be deemed to have occurred and shall
be in effect, without any requirement of further action by the security holders
or directors of the Debtors or Reorganized Debtors. On the Effective Date, the
appropriate officers of the Reorganized Debtors and members of the board of
directors of the Reorganized Debtors are authorized and directed to issue,
execute and deliver the agreements, documents, securities and instruments
contemplated by the Plan in the name of and on behalf of the Reorganized Debtors

without the need for any required approvals, authorizations or consents except
for express consents required under this Plan.

G. Sources of Cash for Plan Distribution

All Cash necessary for the Reorganizing Debtors and Reorganized Debtors
to make payments pursuant hereto shall be obtained from existing Cash balances
of the Debtors.

H. Retiree Benefits

The Reorganizing Debtors shall timely pay any retiree benefits as
defined in Section 1114(a) of the Bankruptcy Code to the extent that such
retiree benefits are payable by the Reorganizing Debtors. Such retiree benefits
include those that arise from the plans, funds or programs described in the Plan
Supplement.

Article VII.

TREATMENT OF EXECUTORY CONTRACTS
AND UNEXPIRED LEASES

A. Reorganizing Debtors: Executory Contracts and Unexpired Leases

Immediately prior to the Effective Date, except as otherwise provided
herein, all executory contracts including, without limitation, the prepetition
engagement letters for the Unofficial Bank Committee and the Unofficial
Noteholder Committee, or unexpired leases of the Reorganizing Debtors will be
deemed assumed in accordance with the provisions and requirements of sections
365 and 1123 of the Bankruptcy Code except those executory contracts and
unexpired leases that (1) have been rejected by order of the Bankruptcy
Court,(2) (2) have previously been assumed by order of the Bankruptcy Court,(3)
(3) are the subject of a motion to reject pending on the Effective Date, (4) are
identified in the Plan Supplement to be rejected, or (5) relate to the purchase
or other acquisition of Equity Interests. Entry of the Confirmation Order by the
Bankruptcy Court shall constitute approval of such assumptions and rejections
pursuant to sections 365(a) and 1123 of the Bankruptcy Code.

B. Claims Based on Rejection of Executory Contracts or Unexpired Leases

All Proofs of Claims with respect to Claims arising from the rejection
of executory contracts or unexpired leases, if any, must be Filed with the
Bankruptcy Court within thirty (30) days after the date of entry of an order of
the Bankruptcy Court approving such rejection. Any Claims arising from the
rejection of an executory contract or unexpired lease not Filed within such time
will be forever barred from assertion against any Debtor or Reorganized Debtor,
any Estate, or property of any Debtor or Reorganized Debtor, unless otherwise
ordered by the Bankruptcy Court. All Allowed Claims arising from the rejection
of executory contracts or unexpired leases of the Reorganizing Debtor will be
classified as Reorganizing Debtor General Unsecured Claims.

C. Cure of Defaults for Executory Contracts and Unexpired Leases Assumed

Any monetary amounts by which each executory contract and unexpired
lease to be assumed pursuant to the Plan is in default shall be satisfied,
pursuant to section 365(b)(1) of the Bankruptcy Code, by payment of the default
amount in Cash on the Effective Date, or as soon thereafter as is practicable,
or on such other terms as the parties to such executory contracts or unexpired
leases may otherwise agree. In the event of a dispute regarding: (1) the amount
of any cure payments, (2) the ability of the relevant Reorganized Debtor or any
assignee to provide "adequate assurance of future performance" (within the
meaning of section 365 of the Bankruptcy Code) under the contract or lease to be

- --------------------
2 A list of the executory contracts and unexpired leases that the
Reorganizing Debtors have rejected as of the date of the Disclosure
Statement is attached to the Disclosure Statement as Exhibit H.

3 A list of the executory contracts and unexpired leases that the
Reorganizing Debtors have assumed as of the date of the Disclosure
Statement is attached to the Disclosure Statement as Exhibit I to the
Disclosure Statement.

assumed, or (3) any other matter pertaining to assumption, the cure payments
required by section 365(b)(1) of the Bankruptcy Code shall be made following the
entry of a Final Order resolving the dispute and approving the assumption.

D. Indemnification of Directors, Officers and Employees

The obligations of any of the Debtors to indemnify any Person serving
at any time on or prior to the Effective Date as one of its directors, officers
or employees by reason of such Person's service in such capacity, or as a
director, officer or employee of any other corporation or legal entity, to the
extent provided in such Debtor's constitutive documents, by a written agreement
with such Debtor or under applicable state corporate law (to the maximum extent
permitted thereunder), shall be deemed and treated as executory contracts that
are assumed by the relevant Reorganized Debtor (it being understood that
Reorganized CNC is the relevant Reorganized Debtor of CNC) pursuant hereto and
section 365 of the Bankruptcy Code as of the Effective Date. Accordingly, such
indemnification obligations shall survive Unimpaired and unaffected by entry of
the Confirmation Order, irrespective of whether such indemnification is owed for
an act or event occurring before or after the Petition Date.

E. Compensation and Benefit Programs

Except as otherwise expressly provided herein, all employment and
severance agreements and policies, and all compensation and benefit plans,
policies, and programs of the Debtors applicable to their respective employees,
former employees, retirees and non-employee directors and the employees, former
employees and retirees of its subsidiaries, including, without limitation, all
savings plans, retirement plans, health care plans, disability plans, severance
benefit agreements and plans, incentive plans, deferred compensation plans and
life, accidental death and dismemberment insurance plans shall be treated as
executory contracts under the Plan and on the Effective Date shall be deemed
assumed pursuant to the provisions of sections 365 and 1123 of the Bankruptcy
Code; and the Debtors' obligations under such programs to Persons shall survive
confirmation of this Plan, except for (i) executory contracts or employee
benefit plans specifically rejected pursuant to this Plan (to the extent such
rejection does not violate sections 1114 and 1129(a)(13) of the Bankruptcy
Code), (ii) all employee equity or equity-based incentive plans, and (iii) such
executory contracts or employee benefit plans as have previously been rejected,
are the subject of a motion to reject as of the Confirmation Date, or have been
specifically waived by the beneficiaries of any employee benefit plan or
contract; provided however, that the Debtors' obligations, if any, to pay all
"retiree benefits" as defined in section 1114(a) of the Bankruptcy Code shall
continue.

F. Assumption of D&O Insurance

All directors' and officers' liability insurance policies maintained by
the Debtors are hereby assumed. Entry of the order confirming the Plan by the
clerk of the Bankruptcy Court shall constitute approval of such assumptions
pursuant to section 365(a) of the Bankruptcy Code. The Reorganized Debtors shall
maintain for a period not less than 10 years from the Effective Date coverage
for the individuals covered, as of the Petition Date, by such policies at levels
and on terms no less favorable to such individuals than the terms and levels
provided for under the policies assumed pursuant to the Plan. Solely with
respect to directors and officers of any of the Debtors who served in such
capacity at any time on or after the Petition Date, the Debtors shall be deemed
to assume, as of the Effective Date, their respective obligations to indemnify
such individuals (and only such individuals) with respect to or based upon any
act or omission taken or omitted in any of such capacities, or for or on behalf
of any Debtor, pursuant to and to the extent provided by the Debtors' respective
articles of incorporation, certificates of formation, corporate charters,
bylaws, and similar corporate documents as in effect as of the date of entry of
the Confirmation Order. Notwithstanding anything to the contrary contained
herein, such assumed indemnity obligations shall not be discharged, Impaired, or
otherwise modified by confirmation of this Plan and shall be deemed and treated
as executory contracts that have been assumed by the Debtors pursuant to this
Plan as to which no proofs of claim need be Filed.

Article VIII.

PROVISIONS GOVERNING DISTRIBUTIONS

A. Distributions for Claims and Equity Interests Allowed as of the
Effective Date

Except as otherwise provided herein or as may be ordered by the
Bankruptcy Court, distributions to be made on the Effective Date on account of
Claims and Equity Interests that are Allowed as of the Effective Date and are
entitled to receive distributions under the Plan shall be made on the Effective
Date or as soon as practicable thereafter.

For purposes of determining the accrual of interest, dividends or
rights in respect of any other payment from and after the Effective Date, the
New Tranche A Bank Debt, the New Tranche B Bank Debt, the New Secured Notes, New
CNC Preferred Stock, New CNC Warrants and New CNC Common Stock shall be deemed
issued as of the Effective Date regardless of the date on which they are
actually dated, authenticated or distributed; provided that, the respective
Reorganized Debtor shall withhold any actual payment until such distribution is
made.

B. Distributions by the Distribution Agent; Distributions with Respect to
Debt Securities

Except as otherwise provided herein, the Distribution Agent shall make
all distributions required under the Reorganizing Subplans, except (i) as
otherwise provided herein, or (ii) with respect to a Holder of a Claim or Equity
Interest whose distribution is governed by an indenture, credit agreement, or
other agreement and is administered by an Indenture Trustee, agent, or servicer,
which distributions shall be deposited with the appropriate Indenture Trustee,
agent, or servicer, who shall deliver such distributions to the Holders of
Claims or Equity Interests in accordance with the provisions of this Plan and
the terms of the relevant indenture, credit agreement, or other governing
agreement. The Distribution Agent will receive from the respective Reorganized
Debtor, without further Bankruptcy Court approval, reasonable compensation for
such services and reasonable out-of-pocket expenses incurred in connection with
such services. These payments will be made on terms agreed to with the
Reorganized Debtors and will not be deducted from distributions made under the
Reorganizing Subplans.

C. Delivery and Distributions and Undeliverable or Unclaimed Distributions

1. Delivery of Distributions in General

Distributions to Holders of Allowed Claims and Allowed Equity Interests
shall be made to the Holders of such Allowed Claims and Allowed Equity Interests
as of the Distribution Record Date. Except as otherwise provided herein,
distributions to Holders of Allowed Claims and Allowed Equity Interests shall be
made at the address of the Holder of such Claim or Equity Interest as indicated
on the records of the Debtors as of the date that such distribution is made.

2. Undeliverable Distributions

(a) Holding of Undeliverable Distributions

If any distribution to a Holder of an Allowed Claim or Allowed Equity
Interest is returned to the Distribution Agent as undeliverable, no further
distributions shall be made to such Holder unless and until the Distribution
Agent is notified in writing of such Holder's then-current address.
Undeliverable distributions shall remain in the possession of the Distribution
Agent subject to Subsection (b) below until such time as a distribution becomes
deliverable. Undeliverable Cash shall not be entitled to any interest, dividends
or other accruals of any kind. As soon as reasonably practicable, the
Distribution Agent shall make all distributions that become deliverable.

(b) Failure to Claim Undeliverable Distributions

In an effort to ensure that all Holders of Allowed Claims and Equity
Interests receive their allocated distributions, ninety (90) days after the
Effective Date, the Reorganized Debtors will file with the Bankruptcy Court a
listing of unclaimed distributions. This list will be maintained for as long as
the Chapter 11 Cases stay open. Any Holder of an Allowed Claim or Equity
Interest (irrespective of when a Claim or Equity Interest became an Allowed
Claim or Equity Interest) that does not assert a Claim or Equity Interest
pursuant hereto for an undeliverable distribution (regardless of when not
deliverable) within two years after the Effective Date shall have its Claim or
Equity Interest for such undeliverable distribution discharged and shall be
forever barred from asserting any such Claim or Equity Interest against the
relevant Reorganized Debtor or its property. In such cases: (i) any Cash held
for distribution on account of such Claims or Equity Interests shall be property
of the relevant Reorganized Debtor free of any restrictions thereon; and (ii)
any securities issued hereunder held for distribution on account of such Claims
or Equity Interests shall be canceled and of no further force or effect. Nothing
contained herein shall require any Reorganized Debtor or the Distribution Agent
to attempt to locate any Holder of an Allowed Claim or Allowed Equity Interest.

3. Compliance with Tax Requirements/Allocations

In connection with the Plan, to the extent applicable, each
Reorganizing Debtor, Reorganized Debtor and the Distribution Agent shall comply
with all tax withholding and reporting requirements imposed on it by any
governmental unit, and all distributions pursuant hereto shall be subject to
such withholding and reporting requirements. Each Reorganizing Debtor,
Reorganized Debtor and the Distribution Agent shall be authorized to take all
actions necessary or appropriate to comply with such withholding and reporting
requirements. For tax purposes, distributions received in respect of Allowed
Claims will be allocated first to the principal amount of Allowed Claims, with
any excess allocated to unpaid interest that accrued on such Claims.

D. Timing and Calculation of Amounts to be Distributed

On the Effective Date or as soon as practicable thereafter, each Holder
of an Allowed Claim against or Allowed Equity Interest in the Debtors shall
receive the full amount of the distributions that the Plan provides for Allowed
Claims or Allowed Equity Interests in the applicable Class. If and to the extent
that there are Disputed Claims or Disputed Equity Interests, distributions on
account of such Disputed Claims or Equity Interests shall be made pursuant to
the provisions set forth in Article X.A.4.

E. Minimum Distribution

Any other provision of the Plan notwithstanding, payments of fractions
of shares of New CNC Common Stock or New CNC Preferred Stock or fractions of New
CNC Warrants will not be made and will be deemed to be zero. Any other provision
of the Plan notwithstanding, the Reorganized Debtors or the Distribution Agent
will not be required to make distributions or payments of fractions of dollars.
Whenever any payment of a fraction of a dollar under the Plan would otherwise be
called for, the actual payment will reflect a rounding of such fraction to the
nearest whole dollar (up or down), with half dollars or less being rounded down.

F. Setoffs

Except as expressly provided for herein, each Reorganizing Debtor and
Reorganized Debtor may, as the case may be, pursuant to section 553 of the
Bankruptcy Code or applicable non-bankruptcy law, set off against any Allowed
Claim or Equity Interest and the distributions to be made pursuant hereto on
account of such Allowed Claim or Equity Interest (before any distribution is
made on account of such Claim or Equity Interest), any Claims, Equity Interests,
rights and Causes of Action of any nature that such Reorganizing Debtor or
Reorganized Debtor, as the case may be, may hold against the Holder of such
Allowed Claim or Equity Interest to the extent the Claims, Equity Interests,
rights or Causes of Action against such Holder have not been compromised or
settled on or prior to the Effective Date (whether pursuant to the Plan or
otherwise); provided that, neither the failure to effect such a setoff nor the
allowance of any Claim or Equity Interest hereunder shall constitute a waiver or
release by such Reorganizing Debtor or Reorganized Debtor of any such Claims,
Equity Interests, rights and Causes of Action that such Reorganizing Debtor or
Reorganized Debtor may possess against such Holder.

Without limiting the generality of the foregoing, on the Effective
Date, prior to effectuating the distribution contemplated by this Plan, the
CIHC/CFC Intercompany Notes shall be offset against (i) the CFC/CIHC
Intercompany Notes, (ii) all other prepetition amounts owed by CFC and (iii) all
postpetition amounts owed by CFC that are not repaid in full in Cash by CFC,
including, without limitation, health and welfare benefits, insurance, other
direct CFC expenses and an appropriate allocation of the postpetition
professional fees paid by CIHC. Any balance of the CIHC/CFC Intercompany Notes
remaining after giving effect to all the setoffs in the preceding sentence will
be Class 6B Claims.

In addition, without limiting the generality of the foregoing, each of
the Reorganizing Debtors shall offset against Claims by any of the Liquidating
Debtors all (x) prepetition Claims owing by the Liquidating Debtors to the
Reorganizing Debtors, including without limitation, (i) amounts owing under the
prepetition tax sharing payments, (ii) in connection with EXL Services.com,
(iii) an appropriate allocation of prepetition professional fees incurred by the
Debtors in connection with restructuring of the Debtors and the preparation for
these Chapter 11 Cases, (iv) prepetition amounts owing by the Liquidating
Debtors to Conseco Services LLC or CIHC, and (y) postpetition amounts owing by
the Liquidating Debtors to the Reorganizing Debtors that are not repaid in full
in Cash, including without limitation, (i) postpetition tax sharing payments
owed by the Liquidating Debtors, (ii) an appropriate allocation of the
postpetition professional fees incurred by the Reorganizing Debtors during these
Chapter 11 Cases and (iii) postpetition amounts owed by the Liquidating Debtors
to Conseco Services LLC or CIHC.

G. Surrender of Canceled Instruments or Securities

Subject to Subsection I. below, each record Holder of an Allowed Claim
or Equity Interest relating to the (i) Senior Credit Facility, (ii) CIHC
Guarantee of Senior Credit Facilities, (iii) CNC Guarantee of D&O Credit
Facilities, (iv) CIHC Guarantee of D&O Credit Facilities, (v) Exchanged Notes,
(vi) Original Notes, (vii) Subordinated Debentures, (viii) CNC Common Stock, or
(ix) CNC Preferred Stock shall surrender the certificates or other documentation
underlying such Claim or Equity Interest, and all such surrendered certificates
and other documentations shall be marked as canceled.

H. Failure to Surrender Canceled Instruments

Any Holder of Allowed Claims or Equity Interests relating to the (i)
Senior Credit Facility, (ii) CIHC Guarantee of Senior Credit Facility, (iii) CNC
Guarantee of D&O Credit Facilities, (iv) CIHC Guarantee of D&O Credit
Facilities, (v) Exchanged Notes, (vi) Original Notes, (vii) Subordinated
Debentures, (viii) CNC Common Stock, or (ix) CNC Preferred Stock that fails to
surrender or is deemed to have failed to surrender its certificates or other
documentation representing such Claim or Equity Interest required to be tendered
hereunder within one year after the Effective Date shall have its Claim for a
distribution pursuant hereto on account of such Allowed Claim or Allowed Equity
Interests discharged and shall be forever barred from asserting any such Claim
or Equity Interest against any Reorganizing Debtor, Reorganized Debtor, the
Distribution Agent or their assets.

I. Lost, Stolen, Mutilated or Destroyed Debt Securities

Any Holder of Allowed Claims or Equity Interests relating to the (i)
Senior Credit Facility, (ii) CIHC Guarantee of Senior Credit Facility, (iii) CNC
Guarantee of D&O Credit Facilities, (iv) CIHC Guarantee of D&O Credit
Facilities, (v) Exchanged Notes, (vi) Original Notes, (vii) Subordinated
Debentures, (viii) CNC Common Stock, or (ix) CNC Preferred Stock that is
evidenced by a note or by a stock certificate which has been lost, stolen,
mutilated or destroyed shall, in lieu of surrendering such note or stock
certificate, deliver to the Distribution Agent: (a) an affidavit of loss
reasonably satisfactory to the Distribution Agent setting forth the
unavailability of the note or the stock certificate; and (b) such additional
indemnity as may reasonably be required by the Distribution Agent to hold the
Distribution Agent harmless from any damages, liabilities or costs incurred in
treating such individual as a Holder of an Allowed Claim or Equity Interest.
Upon compliance with this procedure by a Holder of an Allowed Claim or Equity
Interest evidenced by such a lost, stolen, mutilated or destroyed note or stock
certificate, such Holder shall, for all purposes under the Plan, be deemed to
have surrendered such note or certificate.

Article IX.

PROCEDURES FOR RESOLUTION OF DISPUTED, CONTINGENT
AND UNLIQUIDATED CLAIMS OR EQUITY INTERESTS

A. Resolution of Disputed Claims

1. Prosecution of Objections to Claims

After the Effective Date, the Reorganized Debtors (for Claims against
the Reorganized Debtors) shall have the exclusive authority on or before the
Claims Objection Bar Date to file objections, settle, compromise, withdraw or
litigate to judgment objections to Claims or Equity Interests. From and after
the Effective Date, the Debtors and Reorganized Debtors may settle or compromise
any Disputed Claim or Equity Interest without approval of the Bankruptcy Court.
The Debtors, Reorganizing Debtors and Reorganized Debtors also reserve the right
to resolve any Disputed Claims or Equity Interests outside the Bankruptcy Court
under applicable governing law.

2. Estimation of Claims and Equity Interests

The Reorganizing Debtors and the Reorganized Debtors may, at any time,
request that the Bankruptcy Court estimate any contingent or unliquidated Claim
or Equity Interest pursuant to section 502(c) of the Bankruptcy Code regardless
of whether such Reorganizing Debtor or Reorganized Debtor has previously
objected to such Claim or Equity Interest or whether the Bankruptcy Court has
ruled on any such objection, and the Bankruptcy Court will retain jurisdiction
to estimate any Claim or Equity Interest at any time during litigation
concerning any objection to any Claim or Equity Interest, including during the
pendency of any appeal relating to any such objection. In the event that the
Bankruptcy Court estimates any contingent or unliquidated Claim, that estimated
amount will constitute either the Allowed amount of such Claim or a maximum
limitation on such Claim, as determined by the Bankruptcy Court. If the
estimated amount constitutes a maximum limitation on such Claim, the relevant
Reorganizing Debtor or Reorganized Debtor may elect to pursue any supplemental
proceedings to object to any ultimate payment on such Claim. All of the
aforementioned Claims or Equity Interests and objection, estimation and
resolution procedures are cumulative and not necessarily exclusive of one
another. Claims and Equity Interests may be estimated and subsequently
compromised, settled, withdrawn or resolved by any mechanism approved by the
Bankruptcy Court.

3. Payments and Distributions on Disputed Claims and Equity Interests

Notwithstanding any provision herein to the contrary, except as
otherwise agreed by a Reorganizing Debtor or Reorganized Debtor (for Claims
against the Reorganized Debtors) in its sole discretion, no partial payments and
no partial distributions will be made with respect to a Disputed Claim or Equity
Interest until the resolution of such disputes by settlement or Final Order. On
the date or, if such date is not a Business Day, on the next successive Business
Day that is 20 calendar days after the calendar quarter in which a Disputed
Claim or Equity Interest becomes an Allowed Claim or Allowed Equity Interest,
the Holder of such Allowed Claim or Allowed Equity Interest will receive all
payments and distributions to which such Holder is then entitled under the Plan.
Notwithstanding the foregoing, any Person or Entity who holds both an Allowed
Claim(s) and a Disputed Claim(s) (or an Allowed Equity Interest(s) and a
Disputed Equity Interest(s)) will not receive the appropriate payment or
distribution on the Allowed Claim(s) (or Allowed Equity Interest(s)) except, as
otherwise agreed by such Reorganizing Debtor or Reorganized Debtor, as the case
may be, in its sole discretion, until the Disputed Claim(s) or Disputed Equity
Interest(s) are resolved by settlement or Final Order. In the event that there
are Disputed Claims or Equity Interests requiring adjudication and resolution,
the Reorganizing Debtors and Reorganized Debtors reserve the right, or upon
order of the Court, to establish appropriate reserves for potential payment of
such Claims or Equity Interests.

B. Allowance of Claims and Equity Interests

Except as expressly provided herein or in any order entered in the
Chapter 11 Cases prior to the Effective Date (including the Confirmation Order),
no Claim or Equity Interest shall be deemed Allowed, unless and until such Claim
or Equity Interest is deemed Allowed under the Bankruptcy Code or the Bankruptcy
Court enters a Final Order in the Chapter 11 Cases allowing such Claim or Equity
Interest. Except as expressly provided in the Plan or any order entered in the
Chapter 11 Cases prior to the Effective Date (including the Confirmation Order),
the Reorganizing Debtors (for Claims against the Reorganizing Debtors) or
Reorganized Debtors after confirmation will have and retain any and all rights
and defenses such Debtor had with respect to any Claim or Equity Interest as of
Petition Date.

C. Controversy Concerning Impairment

If a controversy arises as to whether any Claims or Equity Interests,
or any Class of Claims or Equity Interests, are Impaired under the Plan, the
Bankruptcy Court shall, after notice and a hearing, determine such controversy
before the Confirmation Date.

D. Reserve of New CNC Common Stock

On the Effective Date, CNC shall maintain in reserve shares of New CNC
Common Stock as the New CNC Common Stock Holdback. The New CNC Common Stock
Holdback, along with any dividends or other distributions accruing with respect
thereto, shall be held for the Holders of Disputed Class 4A, 6A, 7A, 8A, 4B-1,
4B-2, 5B and 6B Claims and Equity Interests. As Disputed Class 4A, 6A, 7A, 8A,
4B-1, 4B-2,5B and 6B Claims and Equity Interests are resolved, (a) CNC shall
distribute, in accordance with the terms hereof, New CNC Common Stock to Holders
of Allowed Class 4A, 6A, 7A, 8A, 4B-1, 4B-2,5B and 6B Claims and Equity
Interests (along with dividends and distributions that accrue after the
Effective Date), and (b) the New CNC Common Stock Holdback shall be adjusted.

Article X.

CONDITIONS PRECEDENT TO CONFIRMATION
AND CONSUMMATION OF THE PLAN

A. Conditions to Confirmation

The following are conditions precedent to confirmation of this Plan
that must be (i) satisfied or (ii) waived in accordance with Article X.C below:

2. The Bankruptcy Court shall have entered an order, in form and
substance reasonably acceptable to the Debtors, the Noteholder Subcommittee, and
the Lender Subcommittee, approving the Disclosure Statement with respect to this
Plan as containing adequate information within the meaning of section 1125 of
the Bankruptcy Code,.

3. The proposed Confirmation Order shall be in form and substance
reasonably acceptable to the Debtors, the Noteholder Subcommittee, and the
Lender Subcommittee.

4. The Plan Supplement and all of the schedules, documents, and
exhibits contained therein shall be in form and substance satisfactory to the
Debtors, the Noteholder Subcommittee, and the Lender Subcommittee.

5. The maximum estimated amount of the Reorganized Debtors General
Unsecured Claims against CNC being no more than $160 million.

6. The maximum estimated amount of the Reorganized Debtors General
Unsecured Claims against CIHC being no more than $40 million.

B. Conditions Precedent to Consummation

The following are conditions precedent to consummation of this Plan
that must be (i) satisfied or (ii) waived in accordance with Article X.C below:

2. The Confirmation Order becoming a Final Order in form and substance
reasonably satisfactory to the Debtors, the Noteholder Subcommittee and the
Lender Subcommittee;

3. The Plan Supplement and all of the schedules, documents and exhibits
contained therein shall be in form and substance satisfactory to the Debtors,
the Noteholder Subcommittee and the Lender Subcommittee.

4. The following agreements, instruments and documents, in form and
substance satisfactory to the relevant Debtor, the Noteholder Subcommittee and
the Lender Subcommittee, becoming effective:

(a) the Restated CNC Charter and Restated CNC By-laws;

(b) the Restated Certificates of Incorporation of CIHC, CTIHC, PHG;

(d) the New CNC Warrant Agreement;

(e) the Registration Rights Agreement;

5. Obtaining all necessary regulatory approvals for Consummation of the
Plan, including approval of the application for change of control of the
insurance company subsidiaries.

6. CIHC distributing all of the capital stock of the Residual
Subsidiaries and to the extent not included in the assets of the Residual
Subsidiaries, any other Residual Assets of CIHC or its Subsidiaries to CNC in
the form of a dividend;

7. The Residual Trust being established, and the Residual Assets being
vested in Old CNC without further action on the part of Old CNC, CIHC, the
Residual Trustee or any other Person;

8. The Residual Trustee being identified by the Administrative Agent
and being duly appointed and qualified to serve;

9. Old CNC issuing the Residual Share to the Residual Trust;

10. The maximum estimated amount of the Reorganized Debtors General
Unsecured Claims against CNC being no more than $160 million;

11. The maximum estimated amount of the Reorganized Debtors General
Unsecured Claims against CIHC being no more than $40 million;

12. The CFC Subsidiary Guarantees shall have been fully and completely
released.

C. Waiver of Conditions

Except with respect to the conditions that the Lender Subcommittee,
Noteholder Subcommittee, and the Debtors agree will require the consent of each
such party to waive, the Debtors, in their sole discretion, may waive any of the
conditions to Confirmation of the Plan and/or Consummation of the Plan set forth
in Article X at any time, without notice, without leave or order of the
Bankruptcy Court, and without any formal action other than proceeding to conform
and/or consummate the Plan.

D. Effect of Non-Occurrence of Conditions to Consummation

If the Consummation of the Plan does not occur, the Plan shall be null
and void in all respects and nothing contained in the Plan or the Disclosure
Statement shall: (1) constitute a waiver or release of any Claims by or against,
or any Equity Interests in any Debtor; (2) prejudice in any manner the rights of
any Debtor; or (3) constitute an admission, acknowledgment, offer or undertaking
by any Debtor in any respect.

Article XI.

RELEASE, INJUNCTIVE AND RELATED PROVISIONS

A. Compromise and Settlement

The allowance, classification and treatment of all Allowed Claims and
Equity Interests and the respective distributions and treatments hereunder take
into account and/or conform to the relative priority and rights of the Claims
and Equity Interests in each Class in connection with any contractual, legal and
equitable subordination rights relating thereto whether arising under general
principles of equitable subordination, section 510(b) of the Bankruptcy Code or
otherwise, and, as of the Effective Date, any and all such rights are settled,
compromised and released pursuant hereto. In addition, the allowance,
classification and treatment of Allowed Claims in Classes 4A, 5A, 4B, 5B, 6A and
6B takes into account any Causes of Action, claims or counterclaims, whether
under the Bankruptcy Code or otherwise applicable law, that may exist between
the Debtors and the Holders of such Claims or among the Holders of such Claims
and other Holders of Claims or Equity Interests, and, as of the Effective Date,
any and all such Causes of Action, claims and counterclaims are settled,
compromised and released pursuant hereto. The Confirmation Order shall
permanently enjoin, effective as of the Effective Date, all Persons and Entities
from enforcing or attempting to enforce any such contractual, legal and
equitable subordination rights or Causes of Action, claims or counterclaims
against such Holder satisfied, compromised and settled in this manner.

B. Releases by the Debtors

Except as otherwise specifically provided herein, for good and valuable
consideration, including the service of the Releasees to facilitate the
expeditious reorganization of the Debtors and the implementation of the
restructuring contemplated by the Plan, the Releasees, on and after the
Effective Date, are deemed released by the Debtors and Reorganized Debtors from
any and all Claims (as defined in section 101(5) of the Bankruptcy Code),
obligations, rights, suits, damages, Causes of Action, remedies and liabilities
whatsoever, whether known or unknown, foreseen or unforeseen, existing or
hereinafter arising, in law, equity or otherwise, that the Debtors, Reorganized
Debtors or their subsidiaries would have been legally entitled to assert in
their own right (whether individually or collectively) or on behalf of the
Holder of any Claim or Equity Interest or other Person or Entity, based in whole
or in part upon any act or omission, transaction, agreement, event or other
occurrence taking place on or before the Effective Date, other than Claims or
liabilities arising out of or relating to each Releasee's obligations to repay
its obligations under the D&O Credit Facilities.

C. Releases by Holders of Claims

On and after the Effective Date, each Holder of a Claim (a) who has
accepted the Plan or (b) who is entitled to receive a distribution of property
in connection with or is classified under the Plan, shall be deemed to have
unconditionally released the Releasees from any and all Claims (as defined in
section 101(5) of the Bankruptcy Code), obligations, rights, suits, damages,
Causes of Action, remedies and liabilities whatsoever, including any derivative
Claims asserted on behalf of a Debtor, whether known or unknown, foreseen or
unforeseen, existing or hereafter arising, in law, equity or otherwise, that
such Person or Entity would have been legally entitled to assert (whether
individually or collectively), based in whole or in part upon any act or
omission, transaction, agreement, event or other occurrence taking place on or
before the Effective Date in any way relating or pertaining to (w) the purchase
or sale, or the rescission of a purchase or sale, of any security of a Debtor,
(x) a Debtor or Reorganized Debtor, (y) the Chapter 11 Cases, or (z) the
negotiation, formulation and preparation of the Plan, or any related agreements,
instruments or other documents. No portion of the limited releases by the

Holders of Claims in any way impairs any Cause of Action, liability, Claim or
right arising out of or relating to any Releasee's obligations to repay the D&O
Credit Facilities.

D. Exculpation

The Debtors, Reorganizing Debtors, Releasees, Noteholder Subcommittee,
Lender Subcommittee, Official Committees, Unofficial Noteholder Committee,
Unofficial Bank Committee and their respective members, and the employees,
agents, and professionals of each of the foregoing (acting in such capacity)
shall neither have nor incur any liability to any Person or Entity for any act
taken or omitted to be taken in connection with or related to the formulation,
preparation, dissemination, implementation, administration, Confirmation or
Consummation of the Plan, the Disclosure Statement or any contract, instrument,
release or other agreement or document created or entered into in connection
with the Plan or any other act taken or omitted to be taken in connection with
or in contemplation of the restructuring of the Debtors.

E. Preservation of Rights of Action

1. Maintenance of Causes of Action

Except as otherwise provided in the Plan, the Reorganized Debtors shall
retain all rights to commence and pursue, as appropriate, any and all Causes of
Action, whether arising before or after the Petition Date, in any court or other
tribunal including, without limitation, in an adversary proceeding Filed in one
or more of the Chapter 11 Cases including the actions specified on Exhibit G to
the Disclosure Statement.

Except as otherwise provided in the Plan, in accordance with section
1123(b)(3) of the Bankruptcy Code, any Claims, rights, and Causes of Action that
the respective Reorganizing Debtors may hold against any Entity shall vest in
the Reorganized Debtors, as the case may be. The applicable Reorganized Debtor,
through its authorized agents or representatives, shall retain and may
exclusively enforce any and all such Claims, rights or Causes of Action. The
Reorganized Debtors shall have the exclusive right, authority, and discretion to
institute, prosecute, abandon, settle, or compromise any and all such Claims,
rights, and Causes of Action without the consent or approval of any third party
and without any further order of court.

2. Preservation of All Causes of Action Not Expressly Settled or
Released

Unless a Claim or Cause of Action against a Creditor or other Person is
expressly waived, relinquished, released, compromised or settled in the Plan or
any Final Order, the Debtors expressly reserve such Claim or Cause of Action for
later adjudication by the Debtors, and, therefore, no preclusion doctrine,
including, without limitation, the doctrines of res judicata, collateral
estoppel, issue preclusion, Claim preclusion, waiver, estoppel (judicial,
equitable or otherwise) or laches shall apply to such Claims or Causes of Action
upon or after the confirmation or Consummation of the Plan based on the
Disclosure Statement, the Plan or the Confirmation Order, except where such
Claims or Causes of Action have been waived, relinquished, released, compromised
or settled in the Plan or a Final Order. In addition, the Debtors and the
successor entities under the Plan expressly reserve the right to pursue or adopt
any Claims not so waived, relinquished, released, compromised or settled that is
alleged in any lawsuit in which the Debtors are a defendant or an interested
party, against any person or entity, including, without limitation, the
plaintiffs or co-defendants in such lawsuits.

Any Person to whom the Debtors have incurred an obligation (whether on
account of services, purchase or sale of goods or otherwise), or who has
received services from the Debtors or a transfer of money or property of the
Debtors, or who has transacted business with the Debtors, or leased equipment or
property from the Debtors should assume that such obligation, transfer, or
transaction may be reviewed by the Debtors subsequent to the Effective Date and
may, to the extent not theretofore waived, relinquished, released, compromised
or settled, be the subject of an action after the Effective Date, whether or not
(i) such Person has Filed a proof of Claim against the Debtors in the Chapter 11
Cases; (ii) such Person's proof of Claim has been objected to; (iii) such
Person's Claim was included in the Debtors' Schedules; or (iv) such Person's
scheduled Claim has been objected to by the Debtors or has been identified by
the Debtors as disputed, contingent, or unliquidated.

F. Discharge of Claims and Termination of Equity Interests

Except as otherwise provided herein, and except with respect to the
Liquidating Debtors: (1) the rights afforded herein and the treatment of all
Claims and Equity Interests herein, shall be in exchange for and in complete
satisfaction, discharge and release of Claims and Equity Interests of any nature
whatsoever, including any interest accrued on Claims from and after the Petition
Date, against the Reorganizing or Reorganized Debtors or any of their assets or
properties, (2) on the Effective Date, all such Claims against, and Equity
Interests in, the Reorganizing or Reorganized Debtors shall be satisfied,
discharged and released in full, and (3) all Persons shall be precluded from
asserting against the Reorganizing or Reorganized Debtors, their successors or
their assets or properties any other or further Claims or Equity Interests based
upon any act or omission, transaction or other activity of any kind or nature
that occurred prior to the Confirmation Date.

G. Injunction

Except as otherwise expressly provided in the Plan or obligations
issued pursuant to the Plan, all Persons who have held, hold or may hold Claims
or Equity Interests in the Reorganizing Debtors are permanently enjoined, from
and after the Effective Date, from (a) commencing or continuing in any manner
any action or other proceeding of any kind on any such Claim or Equity Interest
against the Reorganized Debtors; (b) enforcing, attaching, collecting or
recovering by any manner or means any judgment, award, decree or order against
the Reorganized Debtors; (c) creating, perfecting, or enforcing any encumbrance
of any kind against the Reorganized Debtors or their property or estates; (d)
asserting any right of setoff, subrogation or recoupment of any kind against any
obligation due from the Reorganizing Debtors or against the property of the
Reorganizing Debtors, their estates or the Reorganized Debtors with respect to
any such Claim or Equity Interest; and (e) commencing or continuing in any
manner any action or other proceeding of any kind in respect of any Claim or
Cause of Action released or settled hereunder.

Article XII.

RETENTION OF JURISDICTION

Notwithstanding the entry of the Confirmation Order and the occurrence
of the Effective Date, the Bankruptcy Court shall retain such jurisdiction over
the Chapter 11 Cases after the Effective Date as legally permissible, including
jurisdiction to:

1. allow, disallow, determine, liquidate, classify, estimate or
establish the priority or secured or unsecured status of any Claim or Equity
Interest, including the resolution of any request for payment of any
Administrative Claim and the resolution of any and all objections to the
allowance or priority of Claims or Equity Interests;

2. grant or deny any applications for allowance of compensation or
reimbursement of expenses authorized pursuant to the Bankruptcy Code or the
Plan, for periods ending on or before the Effective Date;

3. resolve any matters related to the assumption, assumption and
assignment or rejection of any executory contract and unexpired lease to which a
Debtor is party or with respect to which a Debtor may be liable and to hear,
determine and, if necessary, liquidate, any Claims arising therefrom, including
those matters related to the amendment after the Effective Date pursuant to
Article VI herein to add any executory contracts or unexpired leases to the list
of executory contracts and unexpired leases to be rejected;

4. ensure that distributions to Holders of Allowed Claims and Allowed
Equity Interests are accomplished pursuant to the provisions hereof;

5. decide or resolve any motions, adversary proceedings, contested or
litigated matters and any other matters and grant or deny any applications
involving a Debtor that may be pending on the Effective Date;

6. enter such orders as may be necessary or appropriate to implement or
consummate the provisions hereof and all contracts, instruments, releases,
indentures and other agreements or documents created in connection with the Plan
or the Disclosure Statement;

7. resolve any cases, controversies, suits or disputes that may arise
in connection with the Consummation, interpretation or enforcement of the Plan
or any Person's obligations incurred in connection with the Plan;

8. issue injunctions, enter and implement other orders or take such
other actions as may be necessary or appropriate to restrain interference by any
Person with Consummation or enforcement of the Plan, except as otherwise
provided herein;

9. resolve any cases, controversies, suits or disputes with respect to
the releases, injunction and other provisions contained in Article XII hereof
and enter such orders as may be necessary or appropriate to implement such
releases, injunction and other provisions;

10. enter and implement such orders as are necessary or appropriate if
the Confirmation Order is for any reason modified, stayed, reversed, revoked or
vacated;

11. determine any other matters that may arise in connection with or
relate to this Plan, the Disclosure Statement, the Confirmation Order or any
contract, instrument, release, indenture or other agreement or document created
in connection with the Plan or the Disclosure Statement; and

12. enter an order and/or final decree concluding the Chapter 11 Cases.

Article XIII.

MISCELLANEOUS PROVISIONS

A. Modification of Plan Supplement

Modification of or amendments to the Plan Supplement, may be Filed with
the Bankruptcy Court no later than ten days before the Confirmation Hearing. Any
such modification or supplement shall be considered a modification of the Plan
and shall be made in accordance with Article XIII.E hereof. Upon its Filing, the
Plan Supplement may be inspected in the office of the clerk of the Bankruptcy
Court or its designee during normal business hours. Holders of Claims and Equity
Interests may obtain a copy of the Plan Supplement by contacting Bankruptcy
Management Corporation at 1-888-909-0100 or review such documents on the
internet at www.bmccorp.net/Conseco. The documents contained in the Plan
Supplement are an integral part of the Plan and shall be approved by the
Bankruptcy Court pursuant to the Confirmation Order.

B. Effectuating Documents, Further Transactions and Corporation Action

Each of the Debtors and Reorganized Debtors is authorized to execute,
deliver, file or record such contracts, instruments, releases and other
agreements or documents and take such actions as may be necessary or appropriate
to effectuate, implement and further evidence the terms and conditions hereof
and the notes and securities issued pursuant hereto.

Prior to, on or after the Effective Date (as appropriate), all matters
provided for hereunder that would otherwise require approval of the shareholders
or directors of the Debtors or Reorganized Debtors shall be deemed to have
occurred and shall be in effect prior to, on or after the Effective Date (as
appropriate) pursuant to the general corporation laws of the State of Delaware,
the State of Indiana, or the State of Illinois (as appropriate) without any
requirement of further action by the shareholders or directors of the Debtors or
Reorganized Debtors.

C. Dissolution of Committee(s)

Upon the Effective Date, the Official Committees shall dissolve, except
with respect to any appeal of an order in the Chapter 11 Cases and applications
for Professional Fees, and members shall be released and discharged from all
rights, duties and liabilities arising from, or related to, the Chapter 11
Cases.

D. Payment of Statutory Fees

All fees payable pursuant to section 1930(a) of Title 28 of the United
States Code, as determined by the Bankruptcy Court at the hearing pursuant to
section 1128 of the Bankruptcy Code, shall be paid for each quarter (including
any fraction thereof) until the Chapter 11 Cases are converted, dismissed or
closed, whichever occurs first.

E. Modification of Plan

Subject to the limitations contained in the Plan,

(1) the Debtors reserve the right, in accordance with the Bankruptcy
Code and the Bankruptcy Rules, to amend or modify the Plan prior to the entry of
the Confirmation Order; and

(2) after the entry of the Confirmation Order, the Debtors or
Reorganized Debtors, as the case may be, may (with the consent of the Official
Committees whose consent shall not be unreasonably withheld, delayed or
denied)), upon order of the Bankruptcy Court, amend or modify the Plan, in
accordance with section 1127(b) of the Bankruptcy Code, or remedy any defect or
omission or reconcile any inconsistency in the Plan in such manner as may be
necessary to carry out the purpose and intent of the Plan, provided however,
that (i) no material modification of the Plan that adversely affects the
treatment of Class 6A, 7A, or 5B shall be made without the written consent of
the Noteholder Subcommittee and (ii) no material modification of the Plan that
adversely affects the treatment of Classes 5A, 4B or 5B shall be made without
the written consent of the Lender Subcommittee.

F. Revocation of Plan

The Debtors reserve the right (with the prior consent of the Official
Committees) to revoke or withdraw the Plan prior to the Confirmation Date and to
file subsequent plans of reorganization. If a Debtor revokes or withdraws the
Plan, or if Confirmation or Consummation does not occur, then (a) the Plan shall
be null and void in all respects, (b) any settlement or compromise embodied in
the Plan (including the fixing or limiting to an amount certain any Claim or
Equity Interest or Class of Claims or Equity Interests), assumption or rejection
of executory contracts or leases affected by the Plan, and any document or
agreement executed pursuant hereto, shall be deemed null and void, and (c)
nothing contained in the Plan shall (i) constitute a waiver or release of any
Claims by or against, or any Equity Interests in, such Debtor or any other
Person, (ii) prejudice in any manner the rights of such Debtor or any other
Person, or (iii) constitute an admission of any sort by such Debtor or any other
Person.

G. Successors and Assigns

The rights, benefits and obligations of any Person named or referred to
herein shall be binding on, and shall inure to the benefit of any heir,
executor, administrator, successor or assign of such Person.

H. Reservation of Rights

Except as expressly set forth herein, this Plan shall have no force or
effect unless the Bankruptcy Court shall enter the Confirmation Order. None of
the filing of this Plan, any statement or provision contained herein, or the
taking of any action by any Debtor with respect to this Plan shall be or shall
be deemed to be an admission or waiver of any rights of any Debtor with respect
to the Holders of Claims or Equity Interests prior to the Effective Date.

I. Section 1146 Exemption

Pursuant to section 1146(c) of the Bankruptcy Code, the issuance,
transfer, or exchange of a security, or the making or delivery of an instrument
or transfer from a Debtor to a Reorganized Debtor, or any other Person or entity
pursuant to this Plan, shall not be subject to any document recording tax, stamp
tax, conveyance fee, intangibles or similar tax, mortgage tax, stamp act, real
estate transfer tax, mortgage recording tax or other similar tax or governmental
assessment in the United States, and the Confirmation Order shall direct the
appropriate state or local governmental officials or agents to forgo the
collection of any such tax or governmental assessment and to accept for filing
and recordation any of the foregoing instruments or other documents without the
payment of any such tax or governmental assessment.

J. Further Assurances

The Debtors, Reorganized Debtors and all Holders of Claims or Equity
Interests receiving distributions hereunder and all other parties in interest
shall, from time to time, prepare, execute and deliver any agreements or
documents and take any other actions as may be necessary or advisable to
effectuate the provisions and intent of this Plan.

K. Service of Documents

Any pleading, notice or other document required by the Plan to be
served on or delivered to the Debtors or Reorganized Debtors shall be sent by
first class U.S. mail, postage prepaid to:

Conseco, Inc. with copies to:
CIHC, Incorporated --------------
CTIHC, Inc. Kirkland & Ellis
Partners Health Group, Inc. 200 E. Randolph Drive
11825 N. Pennsylvania Street Chicago, Illinois 60601
P.O. Box 1911 (46082) Attn: James H.M. Sprayregen, P.C.
Carmel, Indiana 46032 Anne M. Huber
Attn: General Counsel Anup Sathy

L. Transactions on Business Days

If the date on which a transaction may occur under this Plan shall
occur on a day that is not a Business Day, then such transaction shall instead
occur on the next succeeding Business Day.

M. Filing of Additional Documents

On or before the Effective Date, the Debtors may file with the
Bankruptcy Court such agreements and other documents as may be necessary or
appropriate to effectuate and further evidence the terms and conditions hereof.

N. Term of Injunctions or Stays

Unless otherwise provided herein or in the Confirmation Order, all
injunctions or stays in effect in the Chapter 11 Cases under sections 105 or 362
of the Bankruptcy Code or any order of the Bankruptcy Court, and extant on the
Confirmation Date (excluding any injunctions or stays contained in this Plan or
the Confirmation Order) shall remain in full force and effect until the
Effective Date. All injunctions or stays contained in this Plan or the
Confirmation Order shall remain in full force and effect in accordance with
their terms.

Respectfully Submitted,

CONSECO, INC.

By: /s/ Eugene M. Bullis
--------------------------------------
Name: Eugene M. Bullis
Title: Executive Vice President and
Chief Financial Officer

CIHC, INCORPORATED

By: /s/ Eugene M. Bullis
--------------------------------------
Name: Eugene M. Bullis
Title: Executive Vice President and
Chief Financial Officer

CTIHC, Inc.

By: /s/ Eugene M. Bullis
--------------------------------------
Name: Eugene M. Bullis
Title: Company Director

Partners Health Group Inc.

By: /s/ Daniel J. Murphy
--------------------------------------
Name: Daniel J. Murphy
Title: Senior Vice President and
Treasurer

Conseco Finance Corp.

By: /s/ Charles H. Cremens
--------------------------------------
Name: Charles H. Cremens
Title: President

Conseco Finance Servicing Corp.

By: /s/ Charles H. Cremens
--------------------------------------
Name: Charles H. Cremens
Title: President