UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of
the Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): March 10, 2006
CONSECO, INC.
(Exact name of registrant as specified in its charter)
Delaware 001-31792 75-3108137
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(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
organization)
11825 North Pennsylvania Street
Carmel, Indiana 46032
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(Address of principal executive offices) (Zip Code)
(317) 817-6100
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name or former address,
if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
Effective March 10, 2006, the Human Resources and Compensation Committee
(the "Compensation Committee") of the Board of Directors of Conseco, Inc. (the
"Company") approved payment of increased salaries to the following named
executive officers of the Company after a review of their performance and
competitive market data:
2005 New
Name and Position Base Salary Salary
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James E. Hohmann $450,000 $475,000
Executive Vice President and
Chief Administrative Officer
John R. Kline 275,000 281,875
Senior Vice President and
Chief Accounting Officer
No changes were made to the base salaries of the Company's other named executive
officers.
The Compensation Committee also certified, effective March 10, 2006 except
as otherwise noted below, the bonus payments to be made in March 2006 to the
named executive officers pursuant to the Company's 2005 Pay for Performance
Incentive Plan (the "Plan") in accordance with the performance-based targets
previously established under the Plan for each of the named executive officers:
Bonus Payable for
Name and Position 2005 Performance
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William S. Kirsch $1,466,380 (1)
President and Chief
Executive Officer
Eugene M. Bullis 967,850 (2)
Executive Vice President
and Chief Financial Officer
James E. Hohmann 620,888
Executive Vice President and
Chief Administrative Officer
Eric R. Johnson 882,833 (3)
President 40/86
Advisors, Inc.
John R. Kline 294,319
Senior Vice President and
Chief Accounting Officer
<FN>
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(1) Effective March 14, 2006.
(2) Includes a bonus of $200,000, the payment of which was accelerated
pursuant to the terms of his Employment Agreement, for achieving
targeted expense reductions.
(3) Includes a bonus of $158,333, the payment of which was accelerated
pursuant to the terms of his Employment Agreement, for achieving
targeted improvements in investment return and quality.
</FN>
The Company will provide additional information with respect to
compensation of the named executive officers in the proxy statement for the
Company's annual meeting of shareholders. The proxy statement is expected to be
filed with the Securities and Exchange Commission in April 2006.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
CONSECO, INC.
March 16, 2006
By: /s/ John R. Kline
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John R. Kline
Senior Vice President and
Chief Accounting Officer