Conseco Merger Agreement With Kemper Terminated; Conseco to Retain Equity Stakes in CCP and BLH.

CARMEL, Ind.--(BUSINESS WIRE)--Nov. 20, 1994--Conseco Inc. (NYSE:CNC) announced Sunday that its merger agreement with Kemper Corp. (NYSE:KEM) has been terminated by mutual consent of the parties.

Chairman Stephen C. Hilbert expressed his disappointment with the termination but said, "It became clear to both parties that the proposed merger, even under Conseco's revised terms, could not be completed.

"Conseco will continue to work to develop other transactions that are currently available and that enhance shareholder value," Hilbert said. "Conseco will retain its equity interests in CCP Insurance, Inc. (NYSE:CCP) and Bankers Life Holding Corp. (NYSE:BLH), and intends to proceed with the previously announced public offering of Conseco debt exchangeable at maturity in 1998 into shares of common stock of Western National Corp. (NYSE:WNH)."

Conseco, headquartered in Carmel, Ind., owns, operates and provides services to companies in the financial services industry (primarily life insurance companies, to date). Historically,

Conseco's earnings have resulted from three distinct activities: (i) operating life insurance companies and other financial services businesses; (ii) recurring fee income from providing investment management, administrative and other services to affiliated businesses and to non-affiliates; and (iii) acquiring and restructuring life insurance companies in partnership with other investors.

CONTACT: Conseco Inc.

Jim Rosensteele, 317/573-2893