UNITED STATES DISTRICT COURT

SOUTHERN DISTRICT OF INDIANA

INDIANAPOLIS DIVISION

Plaintiff, individually and on behalf of all other persons similarly situated, by his undersigned attorneys, alleges upon personal knowledge as to himself and his own acts, and information and belief as to all other matters, based upon, inter alia, the investigation conducted by and through his attorneys, which included, among other things, a review of the public documents and announcements made by defendants, and Securities and Exchange Commission ("SEC") filings, and press releases regarding Conseco, Inc. ("Conseco" or the "Company") as follows:

1. This is a class action on behalf of all persons who purchased the common stock of Conseco during the period April 28, 1999 through and including March 31, 2000 (the "Class Period"), to recover damages caused by defendants' violation of the federal securities laws. During the Class Period, defendants issued to the investing public false and misleading financial statements and press releases concerning the Company's publicly reported revenues and earnings. Moreover, the Company omitted to state material information necessary to be issued in order to make prior statements not misleading.
2. On March 31, 2000, Conseco shocked the investing community by announcing that it was reeling from its $6 billion purchase of consumer lender Green Tree Financial Corp. ("Green Tree") and stated it planned to sell Green Tee and take a $350 million charge.
3. These disclosures, discussed below, contradicted much of the information provided by defendants to the market during the Class Period and caused the Company's common stock to plummet on March 31, 2000, on extremely heavy volume.

1. The claims asserted herein arise under and pursuant to sections 10(b) of the Exchange Act, 15 U.S.C. 78j(b) and the rules and regulations promulgated thereunder by the SEC, including Rule 10b-5, 17 C.F.R. 240.10b-5.
2. This Court has jurisdiction over the subject matter of this action pursuant to section 27 of the Securities Exchange Act of 1934 (the "Exchange Act"), 15 U.S.C. 78aa and 28 U.S.C. Sec. 1331.
3. Venue is proper in this Judicial District pursuant to Section 27 of the Exchange Act and 28 U.S.C. 1391(b). Many of the acts and transactions constituting the violations of law alleged herein, including the preparation and dissemination to the investing public of false and misleading information, occurred in substantial part in this Judicial District. In addition, Conseco maintains its principal place of business within this Judicial District.
4. In connection with the acts, transactions and conduct alleged herein, Defendants, directly and indirectly, used the means and instrumentalities of interstate commerce, including the United States mails, interstate telephone communications and the facilities of the national securities exchanges.

1. Plaintiff John Greiner purchased shares of Conseco common stock during the Class Period as per the annexed certificate.
2. Defendant Conseco is incorporated in the state of Indiana and maintains its principal place of business at 11825 N. Pennsylvania Street, Carmel, Indiana 46032. As of April 11, 2000, Conseco had approximately 327 million shares outstanding. During the Class Period, Conseco's common stock was actively traded on the NYSE. According to the Company's press releases, Conseco purports to be a leading financial services holding company with subsidiaries that develop, market, and administer annuity, life insurance, and reinsurance products. Conseco, following its acquisition of Green Tree, discussed below, was also engaged in the consumer financing and lending business.
3. Conseco had a duty to promptly disseminate truthful and accurate information with respect to Conseco and to promptly correct any public statements issued by or on behalf of the Company which had become false or misleading.
4. Conseco knew or recklessly disregarded that the misleading statements and omissions complained of herein would adversely affect the integrity of the market for the Company's stock and would cause the price of the Company's common stock to become artificially inflated. Conseco acted knowingly or in such a reckless manner as to constitute a fraud and deceit upon plaintiff and the other members of the Class.
5. Defendant Stephen C. Hilbert is Chairman, Chief Executive Officer and President of the Company.
6. Mr. Hilbert is sometimes referred to herein as the "Individual Defendant."
7. The Individual Defendant, by reason of his direct and substantial management positions and responsibilities during the time relevant to this Complaint, as a "controlling person"of Conseco within the meaning of section 20 of the Exchange Act and had the power and influence to control Conseco and exercised such control to cause the Company to engage in the violations and improper practices complained of herein. The Individual Defendant, because of his position as an officer and director of Conseco had access to adverse non-public information about the Company's financial condition and future prospects.
8. The statements made by defendants as outlined below were materially false and misleading when made. Defendants had no reasonable or adequate basis to justify or support their earnings forecasts. The true financial and operating condition of the Company, which was known or recklessly disregarded by the defendants, remained concealed from the investing public. Defendants, who were under a duty to disclose those facts, instead misrepresented or concealed them during the relevant period herein.

1. Plaintiff brings this action as a class action pursuant to Federal Rules of Civil Procedure 23(a) and (b)(3) on behalf of a class consisting of all persons who purchased Conseco common stock during the Class Period, and who suffered damages thereby. Excluded are the Defendants, any entity in which they have a controlling interest or is a parent or subsidiary of or is controlled by the Company, and the officers, directors, employees, affiliates, legal representatives, heirs, predecessors, successors and assigns of Defendants (the "Class").
2. The members of the Class are so numerous that joinder of all members is impracticable. While the exact number of Class members is unknown to the plaintiff at this time and can only be ascertained through appropriate discovery, the plaintiff believes there are, at a minimum, thousands of members of the Class who traded during the Class Period. The Company had in excess of 327 million shares of its common stock outstanding as of April 11, 2000.
3. Common questions of law and fact exist as to all members of the Class and predominate over any questions affecting solely individual members of the Class. Among the questions of law and fact common to the Class are:
1. whether the federal securities laws were violated by defendants' acts as alleged herein;



2. whether the Company issued false and misleading financial statements during the Class Period;



3. whether defendants acted knowingly or recklessly in issuing false and misleading financial statements;



4. whether the market prices of the Company's securities during the Class Period were artificially inflated because of defendants' conduct complained of herein; and



5. whether the members of the Class have sustained damages and, if so, what is the proper measure of damages.

1. Plaintiff's claims are typical of the claims of the members of the Class as plaintiff and members of the Class sustained damages arising out of defendants' wrongful conduct in violation of federal law as complained of herein.
2. Plaintiff will fairly and adequately protect the interests of the members of the Class and has retained counsel competent and experienced in class actions and securities litigation. Plaintiff has no interests antagonistic to or in conflict with those of the Class.
3. A class action is superior to other available methods for the fair and efficient adjudication of the controversy since joinder of all members of the Class is impracticable. Furthermore, because the damages suffered by the individual Class members may be relatively small, the expense and burden of individual litigation make it impossible for the Class members individually to redress the wrongs done to them. There will be no difficulty in the management of this action as a class action.
4. Plaintiff will rely, in part, upon the presumption of reliance established by the fraud-on-the-market doctrine in that:

1. defendants made public misrepresentations or failed to disclose material facts during the Class Period;



2. the omissions and misrepresentations were material;



3. the securities of the Company traded in an efficient market;



4. the misrepresentations and omissions alleged would tend to induce a reasonable investor to misjudge the value of the Company's securities; and



5. plaintiff and members of the Class purchased their Conseco stock between the time defendants failed to disclose or misrepresented material facts and the time the true facts were disclosed, without knowledge of the omitted or misrepresented facts.

1. Based upon the following, plaintiff and members of the Class are entitled to the presumption of reliance upon the integrity of the market.

1. The statutory safe harbor providing for forward-looking statements under certain circumstances does not apply to any of the false statements pleaded in this complaint, because none of the statements pleaded herein were identified as "forward-looking statements"when made. Nor did meaningful cautionary statements identifying important factors that could cause actual results to differ materially from those in the statements accompany those statements. To the extent that the statutory safe harbor does apply to any statements pleaded herein deemed to be forward-looking, the defendants are liable for those false forward-looking statements, because at the time each of those statements were made the speaker actually knew the forward-looking statement was false and/or the statement was authorized and/or approved by an executive officer of the Company, who actually knew that those statements were false when made.

1. In April 1998, Conseco acquired Green Tree Financial Corporation for approximately $7 billion. Green Tree was in the finance business, specializing in mobile home and manufactured housing financing. The transaction was consummated in June 1998 and Conseco issued approximately 128 million shares of Conseco common stock worth $7.6 billion as consideration for the purchase. Following the acquisition, Conseco continued to operate Green Tree as a wholly owned subsidiary, renaming Green Tree as Conseco Finance Corp.
2. The consumer loans that Conseco acquires through Green Tree are generally purchased and sold to investors. Conseco refers to these instruments as "interest only" securities because they generate income only through interest paid during the life of the loan.
3. Conseco's decision to acquire Green Tree prompted substantial criticism from investors and securities industry analysts. Specifically, investors believed Conseco had substantially overpaid for Green Tree. More importantly, Green Tree's underlying book value was inflated through the improper application of gain on sale accounting practices.
4. Prior to it being acquired by Conseco, Green Tree was compelled to reduce its 1998 profits by $124 million and its 1997 profits by an additional $190 million due to problems with its gain on sales practices.
5. Despite the public criticism of Green Tree's accounting practices, Conseco continued to use the gain on sale methods for approximately one year after it acquired Green Tree. On September 9, 1999, Conseco announced that it had finally abandoned gain on sale accounting practices and, instead, would employ a "portfolio" method for loan securitizations going forward. Notwithstanding this change in accounting practice, the prior method had already substantially damaged Conseco and, unbeknownst to investors, substantially jeopardized the Company's financial condition.

1. On April 28, 1999, it was reported over several newswires, including Dow Jones, that Conseco expected to meet its goals for the full fiscal year including growth of at least 8% in insurance collections and at least 25% of its managed finance receivables, as well as $100 billion of Managed Financial Assets by year end.
2. On the same day, defendant Hilbert announced that he would take his after tax bonus of $10 million in Conseco stock valued at $50 per share or at the market value of the stock at the time the quarterly bonus payments were issued to executives.
3. According to Dow Jones, Mr. Hilbert is one of the highest paid CEO's in the country, earning $69.7 million in total in 1998, and $119 million in 1999.
4. Commenting on the results for the first quarter ended March 31, 1999, Mr. Hilbert stated:

"We're off to a great start in 1999. Our insurance and finance businesses both generated strong core growth and high-quality earnings in the first quarter. Conseco''s 1Q99 cash flow from operations (after tax and interest) reached $410 million, or 138 percent of our reported net earnings, double 1Q98. Our results, I believe, put us on track to reach our goals for the full year - growth of at least 8 percent in insurance collections and at least 25 percent in managed finance receivables, and $100 billion of managed financial assets by year-end - and to surpass our long-term targets of 15 percent annual growth in operating earnings per share and 15 percent return on equity.

"As founder and chief executive officer of the company, I am very pleased that over the past year Conseco has continued to hit its internal growth targets while transforming itself into a diversified financial services company and preparing for a most promising future," Hilbert said. "As an individual shareholder, however, I am deeply disappointed that our stock performance has not matched our operating performance. In order to further demonstrate that my overriding focus is too build shareholder value, I have decided to take my after-tax bonus compensation for the remaining three quarters of 1999 in the form of Conseco stock, valued at the higher of $50 per share or the market value of the stock at the time of the quarterly bonus payments are made." Hilbert said. Under the bonus arrangements approved by shareholders in 1998, Hilbert's bonus for this nine-month period was expected to be $10.1 million."

With regard to the Company's results stemming from its financing business (formerly Green Tree) the company stated:

Finance operating earnings (before interest and taxes) were a record $205.2 million for the quarter, up 100 percent over 1Q98. Strong originations, portfolio growth and improving margins drove higher income from interest, securitization, servicing and commissions.

Finance receivables under management reached a record $39.3 billion at March 31, 1999, rising by $9.4 billion, or 31 percent, over March 31, 1998, levels. Managed receivables rose by 64 percent in mortgage services, by 45 percent in consumer/credit card, by 45 percent in commercial lending, and by 17 percent in manufactured housing.

Finance volume increased by 23 percent over 1Q98, to a first quarter-record $5.4 billion, led by 38 percent growth in mortgage services, 29 percent growth in commercial lending, and 17 percent growth in manufactured housing.

Finance credit quality remained solidly in line with pricing expectations, 60-day-and-over delinquencies were 1.08 percent at the end of 1Q99, compared to 1.19 percent at Dec. 31, 1998, and 1.00 percent at the end of 1Q98. Trailing 12-month net credit losses were 1.07 percent at March 31, 1999, compared to 1.03 percent at Dec. 31, 1998, and 1.06 percent at March 31, 1998.

Loan securitization volume was $3.0 billion, roughly level with 1Q98. The company completed all of its planed securitization in the quarter.

1. The press release also described the results from Green Tree. With respect to the Company's utilization of "gain-on-sale" accounting, defendants represented that "income from gain on sale continues to be calculated using the prepayment and credit loss assumptions and the 15 percent discount rate Conseco announced in 1998 when it completed its merger with Green Tree Financial Corporation. Prepayments and credit losses continue to track with assumptions." [Emphasis added.]
2. On July 28, 1999, Conseco issued a press release announcing its financial results for the second quarter of 1999, the period ending June 30, 1999. The Company reported that operating earnings for the quarter were a "record" $316.3 million, or $0.96 per share. Defendant Hilbert commented on the financial results in pertinent part as follows:

We're meeting or surpassing our internal growth targets so far in 1999 in both our insurance and finance businesses. In particular, we were very pleased with the 16 percent increase in first-year life insurance premiums for the quarter, a clear indication that our life business has turned the corner.

1. The press release also described the results from Green Tree. With respect to the Company's utilization of "gain-on-sale" accounting defendants represented that "income from gain on sale continues to be calculated using the prepayment and credit loss assumptions and the 15 percent discount rate Conseco announced in 1998 when it completed its merger with Green Tree Financial Corporation. For balance sheet valuation purposes, interest-only securities are marked to market under the provisions of SFAS 115, using current assumptions and an estimated market discount rate. The rate currently used is 14 percent."
2. On September 9, 1999, Conseco issued a press release announcing that it was discontinuing the use of financing transactions that result in gain-on-sale revenues. Conseco further stated that it would now use the portfolio method to account for all future financings that support its lending activities. Defendant Hilbert commented on the change as follows:

After extensive analysis (a process we referred to in recent reports), we have decided that this change is the right thing to do in order to maximize the long-term value of our enterprise, . . . We believe it will help investors focus on what our business is really about and what we do best: building and managing profitable assets.

1. On October 18, 1999, Conseco announced the public offering of $450 million of 8.5% Notes due Oct. 15, 2002, and $550 million of 9% Notes due Oct. 15, 2006. In connection with the offering, Conseco filed with the SEC a registration statement, which included a prospectus.
2. On October 27, 1999, Conseco issued a press release announcing its financial results for the third quarter of 1999, the period ending September 30, 1999. The Company reported that operating earnings for the quarter were $241.5 million, or $0.73 per share which equaled "3Q99 consensus analyst estimate (as published by First Call). Defendant Hilbert commented on the financial results in pertinent part as follows:

We are very pleased that each of our business segments hit or exceeded our growth and profitability targets for the third quarter. When we started 1999, we set as our goals 8 percent growth for insurance collections and 25 percent growth for managed finance receivables. Based on our strong nine-month results, we now expect to surpass both those goals, with double-digit growth in insurance collections and 25 percent to 30 percent growth in finance receivables.

1. On November 15, 1999, Conseco filed with the SEC its Form 10-Q for the third quarter of 1999, the period ending September 30, 1999, which confirmed the previously reported financial results and was signed by Defendant Dick. In the Consolidated Balance Sheet submitted with that 10-Q, Conseco over-reported the fair market value of its interest-only securities to be in sum of $1,406,900,000.00.
2. In the Notes to Consolidated Financial Statements submitted with that 10-Q, Conseco segregated out the components of that fair market value amount of Green Tree's interest-only securities as follows:

Interest-only securities at fair value: Manufactured Home Equity/Home Consumer/

Housing Improvement Equipment

(Dollars in millions) $797.3 $453.5 $156.1

1. On February 23, 2000, Conseco issued a press release announcing its financial results for the fourth quarter of 1999, the period ending December 31, 1999, as well as fiscal year 1999. The Company reported that operating earnings for the full year 1999 were $1,074.5 million, or $3.23 per share and that operating earnings in the fourth quarter of 1999 were $213.7 million, or $0.64 per share. Defendant Hilbert commented on the financial results in pertinent part as follows:

Our 1999 results clearly show that Conseco's operating platforms are delivering the strong internal growth that we expect. We generated record levels of production in insurance and asset accumulation products as well as managed finance receivables. The investment performance of Conseco Capital Management and our private capital group was also outstanding. I am particularly pleased that we were able to achieve these operating goals at the same time we were delivering $1.1 billion of operating earnings and hitting our earnings targets for the year.

1. On March 7, 2000, Conseco issued a press release announcing that "Conseco Comfortable With Earnings Estimates For 1Q00 and 2000; Strong Operating Performance Trends Continuing In Early 2000." The press release stated:

The healthy operating performance trends posted by Conseco during 1999 are continuing into the first quarter of 2000. . . With very strong production in insurance and asset accumulation products in January and February, we are confident that we will exceed our 15 percent growth target in the quarter. On-balance sheet finance receivables growth through February puts us right on track to meet the $20 billion year-end target we have set. Based on these and other key operating indicators, we remain comfortable with the current consensus estimates for operating earnings per share (according to First Call) for both 1Q00 and full-year 2000. 

1. During the Class Period, defendants materially misled the investing public, thereby inflating the price of Conseco's securities, by publicly issuing the above false and misleading statements and omitting to disclose material facts necessary to make defendants' statements, as set forth herein, not false and misleading. Said statements and omissions were materially false and misleading in that they failed to disclose material adverse information and misrepresented the truth about the Company, its business and operations, including, inter alia:

(a) that the Company's reported financial results were artificially inflated through the improper use of "gain-on-sale" accounting;

(b) that Green Tree was experiencing increasing prepayments and charge-offs which were in excess of the assumptions that the Company employed in connection with its use of "gain-on-sale" accounting" and therefore the Company's reported revenues, earnings and income were overstated;

(c) that the Company's increasing financial results were not representative of improving sales and operations at the Company but rather were attributable to accounting manipulations; and

(d) that the Company's estimates, projections and opinions as to its expected revenues, earnings, income and value of its stock were lacking in reasonable basis at all relevant times.

1. On March 31, 2000, Conseco disclosed to the markets that it intended to sell Green Tree so that it could allegedly "focus on more insurance and investment operations," and that the Company would be taking a $300 million non-cash charge in fiscal year 1999 in order to write-down Green Tree's portfolio of interest-only securities.
2. In response to these announcements, Conseco's common stock declined to $8.50 per share-- a 75 percent decline from a class period high of $35.25 achieved on May 10, 1999.

SCIENTER

1. As alleged herein, defendants acted with scienter in that defendants, by and through their employee(s), knew or recklessly disregarded that the public documents and statements issued or disseminated in the name of Conseco were materially false and misleading; knew or recklessly disregarded that such statements or documents would be issued or disseminated to the investing public; and knowingly and substantially participated or acquiesced in the issuance or dissemination of such statements or documents as primary violations of the federal securities laws.
2. Defendants were further motivated to engage in the fraudulent scheme alleged herein in order to artificially inflate the price of Conseco common stock so that the Individual Defendants and other Conseco insiders would not be liable on loans that they had taken to purchase Conseco common stock during the Class Period. Conseco offers its executives and officers an incentive to purchase stock in Conseco by guaranteeing bank loans extended to such managers to finance their purchases of Conseco stock. The guarantees, which are not disclosed to investors, create artificial incentives for management to purchase more stock in Conseco than they might otherwise buy under normal market conditions, which in turn creates the perception of greater confidence in Conseco on the part of its top management. Conseco regularly exploits this artificially-high level of investment by its management to mislead the investing public. For example, in attempting to justify the poor performance of Conseco's stock, Conseco issued a press statement on December 27, 1999 stating in part that "[a]s owner/operators who own or control more than 20% of Conseco's fully-diluted shares, our directors, officer and employee associates are deeply disappointed with our stock performance." In reality, however, such guarantees undermine the financial stability of Conseco by essentially obligating Conseco to pay greater than market prices for its own stock. In commenting upon Conseco's March 31, 2000 press statement -- in which Conseco addressed the disclosed Green Tree's poor performance for the first time as well as Conseco's intention to sell Green Tree, and in which Conseco attempted to address the decline in the value of its stock triggered by those disclosures -- the New York Times explained:

In its announcement, Conseco noted that its managers own more than 70 million shares of stock in Conseco. But it did not point out that many of those shares were bought with the aid of bank loans that were guaranteed by Conseco. The officers remain liable for the loans, even though the shares are now worth far less than some officers paid; if the officers were to default, Conseco would have to repay the loans.

(emphasis added).

COUNT I

VIOLATION OF SECTION 10(b) OF THE EXCHANGE ACT AND

RULE 10b-5 OF THE SECURITIES AND EXCHANGE COMMISSION

1. Plaintiff repeats and realleges each and every allegation contained in the foregoing paragraphs as if fully set forth herein.
2. This Count is asserted against the Defendants and is based upon Section 10(b) of the 1934 Act, 15 U.S.C. § 78j(b), and Rule 10b-5 promulgated thereunder.
3. During the Class Period, the Defendants directly engaged in a common plan, scheme, and unlawful course of conduct, pursuant to which it knowingly or recklessly engaged in acts, transactions, practices, and courses of business which operated as a fraud and deceit upon plaintiff and the other members of the Class, and made various deceptive and untrue statements of material facts and omitted to state material facts in order to make the statements made, in light of the circumstances under which they were made, not misleading to plaintiff and the other members of the Class. The purpose and effect of said scheme, plan, and unlawful course of conduct was, among other things, to induce plaintiff and the other members of the Class to purchase Conseco common stock during the Class Period at artificially inflated prices.
4. During the Class Period, the Defendants, pursuant to said scheme, plan, and unlawful course of conduct, knowingly and recklessly issued, caused to be issued, participated in the issuance of, and the preparation and issuance of deceptive and materially false and misleading statements to the investing public as particularized above.
5. As a result of the dissemination of the false and misleading statements set forth above, the market price of Conseco common stock was artificially inflated during the Class Period. In ignorance of the false and misleading nature of the statements described above and the deceptive and manipulative devices and contrivances employed by said Defendants, plaintiff and the other members of the Class relied, to their detriment, on the integrity of the market price of the stock in purchasing Conseco common stock. Had plaintiff and the other members of the Class known the truth, they would not have purchased said shares or would not have purchased them at the inflated prices that were paid.
6. Plaintiff and the other members of the Class have suffered substantial damages as a result of the wrongs herein alleged in an amount to be proved at trial.
7. By reason of the foregoing, Defendants directly violated Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder in that it: (a) employed devices, schemes, and artifices to defraud; (b) made untrue statements of material facts or omitted to state material facts in order to make the statements made, in light of the circumstances under which they were made, not misleading; or (c) engaged in acts, practices, and a course of business which operated as a fraud and deceit upon plaintiff and the other members of the Class in connection with their purchases of Conseco common stock during the Class Period.

COUNT II

For Violation Of Section 20(a) Of The Exchange Act

(Against the Individual Defendant)

1. Plaintiff repeats and realleges each and every allegation contained above as if fully set forth herein.
2. The Individual Defendant acted as a controlling person of the Company within the meaning of section 20(a) of the Exchange Act as alleged herein. By virtue of his high-level position, participation in and/or awareness of the Company's operations, and/or intimate knowledge of the Company's expansion plans and implementation thereof, the Individual Defendant had the power to influence and control and did influence and control, directly or indirectly, the decision-making of the Company, including the content and dissemination of the various statements that plaintiff contends are false and misleading. The Individual Defendant was provided with or had unlimited access to copies of the Company's reports, press releases, public filings and other statements alleged by plaintiff to be misleading prior to and/or shortly after these statements were issued and had the ability to prevent the issuance of the statements or cause the statements to be corrected.
3. In particular, the Individual Defendant had direct and supervisory involvement in the day-to-day operations of the Company and, therefore, is presumed to have had the power to control or influence the particular transactions giving rise to the securities violations as alleged herein, and exercised the same.
4. By virtue of his position as a controlling person, the Individual Defendant is liable pursuant to section 20(a) of the Exchange Act. As a direct and proximate result of the wrongful conduct, plaintiff and other members of the Class suffered damages in connection with their purchases of the Company's securities during the Class Period.

WHEREFORE, plaintiff, on his behalf and on behalf of the Class, prays for judgment as follows:

A. Declaring this action to be a proper class action and certifying plaintiff as class representative under Rule 23 of the Federal Rules of Civil Procedure;

B. Awarding compensatory damages in favor of plaintiff and the other members of the Class against the Defendants for the damages sustained as a result of the wrongdoings of the Defendants, together with interest thereon;

C. Awarding plaintiff the fees and expenses incurred in this action, including reasonable allowance of fees for plaintiff's attorneys, and experts; and

D. Granting such other and further relief as the Court may deem just and proper.

PLAINTIFF DEMANDS A TRIAL BY JURY

Dated: April 17, 2000

____________________________

Irwin B. Levin Attny # 8786

David J. Cutshaw Attny # 3997-49

Richard E. Shevitz 12007-49

COHEN & MALAD. P.C.

136 N. Delaware St., Ste. 300

P.O. Box 627

Indianapolis, IN 46206-0627

(317) 636-6481

(317) 636-2593 (fax)

Local Counsel for Plaintiff

WOLF HALDENSTEIN ADLER

FREEMAN & HERZ LLP

Fred Taylor Isquith, Esq.

Betsy C. Manifold, Esq.

Gregory M. Nespole, Esq.

270 Madison Avenue

New York, New York 10016

(212) 545-4600

Counsel for Plaintiff

187068