Last year as Conseco struggled with mounting financial losses, Gary Wendt didn't draw a salary or receive a bonus. And he isn't entitled to receive any salary in 2001 either. However, his compensation package as chairman and CEO has improved this year, on paper, since joining the Indianapolis-based company in June 2000.Wendt received $45 million in cash as a signing bonus last June, which included an undisclosed amount for benefits that he was forfeiting from a previous employer, according to documents filed April 30, 2001 with the Securities and Exchange Commission. As part of his employment agreement, Wendt received 3.2 million shares of restricted stock that will become fully vested only if he remains with Conseco through June 30, 2002, according to the filing.

Based on Conseco's recent share price, the value of the stock compensation has doubled to more than $60 million. Wendt has an option to purchase 10 million shares.

Wendt also has an incentive-laden bonus package. He will receive a cash bonus next year based on the company's stock price. If the stock is below $10 for 20 trading days prior to June 20, 2002, Wendt will receive $8 million; he will get $10 million if the stock is between $10 and $15. If the stock is at $15 but less than $20, he will get $20 million, and if the stock is more than $20, he will receive $50 million.

After June 2002, Wendt is entitled to an annual salary of $1 million and a bonus of up to $2.8 million.

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