<PAGE>

                                                                     EXHIBIT 4.2



                               TRANSFER AGREEMENT


                                     between


                      CONSECO FINANCE SECURITIZATIONS CORP.
                                    Purchaser


                                       and


                              CONSECO FINANCE CORP.
                                     Seller






                                   dated as of

                                November 1, 1999
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                                TABLE OF CONTENTS

                                                                            Page

ARTICLE I - DEFINITIONS .......................................................1
         SECTION 1.1.  General ................................................1
         SECTION 1.2.  Specific Terms .........................................1
         SECTION 1.3.  Usage of Terms .........................................3
         SECTION 1.4.  No Recourse ............................................3

ARTICLE II - CONVEYANCE OF THE INITIAL LOANS
AND THE INITIAL OTHER CONVEYED PROPERTY .......................................3
         SECTION 2.1.  Conveyance of the Initial Loans and the Initial Other
                           Conveyed Property ..................................3
         SECTION 2.2.  Purchase Price of Initial Loans ........................4
         SECTION 2.3.  Conveyance of Subsequent Loans and Subsequent Other
                           Conveyed Property ..................................4

ARTICLE III - REPRESENTATIONS AND WARRANTIES ..................................5
         SECTION 3.1.  Representations and Warranties of CFC ..................5
         SECTION 3.2.  Representations and Warranties of CFSC .................7

ARTICLE IV - COVENANTS OF CFC .................................................9
         SECTION 4.1   Transfer of Loans ......................................9
         SECTION 4.2.  Costs and Expenses ....................................10
         SECTION 4.3.  Indemnification .......................................10

ARTICLE V - REPURCHASES ......................................................10
         SECTION 5.1.  Repurchase of Loans Upon Breach of Warranty ...........10
         SECTION 5.2.  Reassignment of Purchased Loans .......................11
         SECTION 5.3.  Waivers ...............................................11

ARTICLE VI - MISCELLANEOUS ...................................................12
         SECTION 6.1.  Liability of CFC ......................................12
         SECTION 6.2.  Merger or Consolidation of CFC or CFSC ................12
         SECTION 6.3.  Limitation on Liability of CFC and Others .............12
         SECTION 6.4.  Amendment .............................................13
         SECTION 6.5.  Notices ...............................................13
         SECTION 6.6.  Merger and Integration ................................14
         SECTION 6.7.  Severability of Provisions ............................14
         SECTION 6.8.  Intention of the Parties ..............................14
         SECTION 6.9.  Governing Law .........................................14
         SECTION 6.10. Counterparts ..........................................14
         SECTION 6.11. Conveyance of the Initial Loans and the Initial
                           Other Conveyed Property to the Trust ..............15
         SECTION 6.12. Nonpetition Covenant ..................................15

                                       i
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                                    SCHEDULES

Schedule A  --  Schedule of Initial and Additional Loans

                                    EXHIBITS

Exhibit A  --  Form of Subsequent Transfer Agreement

                                       ii
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                               TRANSFER AGREEMENT
                               ------------------

     THIS TRANSFER AGREEMENT, dated as of November 1, 1999, executed between
Conseco Finance Securitizations Corp., a Minnesota corporation, as purchaser
("CFSC"), and Conseco Finance Corp., a Delaware corporation, as seller ("CFC").

                              W I T N E S S E T H:
                              --------------------

     WHEREAS, CFSC has agreed to purchase from CFC and CFC, pursuant to this
Agreement, is transferring to CFSC the home equity loans specified in the
Schedule of Initial and Additional Loans attached hereto as Schedule A (the
"Initial Loans") and the Initial Other Conveyed Property; and

     WHEREAS, CFSC has agreed to purchase from CFC and CFC has agreed to
transfer to CFSC the Subsequent Loans and Subsequent Other Conveyed Property in
an amount set forth herein, prior to February 14, 2000.

     NOW, THEREFORE, in consideration of the premises and the mutual agreements
hereinafter contained, and for other good and valuable consideration, the
receipt of which is acknowledged, CFSC and CFC, intending to be legally bound,
hereby agree as follows:

                              ARTICLE IDEFINITIONS

     SECTION 1.1. General. The specific terms defined in this Article include
the plural as well as the singular. The words "herein," "hereof" and "hereunder"
and other words of similar import refer to this Agreement as a whole and not to
any particular Article, Section or other subdivision, and Article, Section,
Schedule and Exhibit references, unless otherwise specified, refer to Articles
and Sections of and Schedules and Exhibits to this Agreement. Capitalized terms
used herein without definition shall have the respective meanings assigned to
such terms in the Pooling and Servicing Agreement, dated as of November 1, 1999,
by and among Conseco Finance Securitizations Corp. (as Seller), Conseco Finance
Corp. (as Originator, Guarantor and Servicer), and U.S. Bank Trust National
Association, as Trustee (the "Trustee").

     SECTION 1.2. Specific Terms. Whenever used in this Agreement, the following
words and phrases, unless the context otherwise requires, shall have the
following meanings:

     "Agreement" shall mean this Transfer Agreement and all amendments hereof
and supplements hereto.

     "Closing Date" means November 30, 1999.

     "Initial Other Conveyed Property" means all monies at any time paid or
payable on the Initial Loans or in respect thereof after the Cut-off Date
(excluding amounts due on or before the Cut-off Date but received by CFC after
the Cut-off Date), an assignment of security
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interests in the related real estate, the Certificate Account (including all
Eligible Investments therein and all proceeds therefrom), all items contained in
the Loan Files relating to the Initial Loans, any and all other documents or
electronic records that CFC keeps on file in accordance with its customary
procedures relating to the Initial Loans, the Obligors or the related real
estate, property (including the right to receive future Liquidation Proceeds)
that secures an Initial Loan and that has been acquired by or on behalf of the
Trust pursuant to liquidation of such Initial Loan, and all proceeds of the
foregoing.

     "Initial Loans" means the Loans listed on the Schedule of Initial and
Additional Loans attached hereto as Schedule A.

     "Other Conveyed Property" means the Initial Other Conveyed Property
conveyed by CFC to CFSC pursuant to this Agreement together with any and all
Subsequent Other Conveyed Property conveyed by CFC to CFSC pursuant to each
Subsequent Transfer Agreement.

     "Related Documents" means the Certificates, the Pooling and Servicing
Agreement, each Subsequent Transfer Agreement and the Underwriting Agreement
among CFC, CFSC and the underwriters of the Certificates. The Related Documents
to be executed by any party are referred to herein as "such party's Related
Documents," "its Related Documents" or by a similar expression.

     "Repurchase Event" means the occurrence of a breach of any of CFC's
representations and warranties hereunder or under any Subsequent Transfer
Agreement or any other event which requires the repurchase of a Loan by CFC
under the Pooling and Servicing Agreement.

     "Pooling and Servicing Agreement" means the Pooling and Servicing
Agreement, dated as of November 1, 1999, executed and delivered by Conseco
Finance Corp., as Originator, Servicer and Guarantor, Conseco Finance
Securitizations Corp., as Seller, and the Trustee.

     "Schedule of Initial and Additional Loans" means the schedule of all Loans
sold and transferred pursuant to this Agreement which is attached hereto as
Schedule A.

     "Schedule of Loans" means the Schedule of Initial and Additional Loans
attached hereto as Schedule A as supplemented by each Schedule of Subsequent
Loans attached to each Subsequent Transfer Agreement as Schedule A.

     "Schedule of Subsequent Loans" means the schedule of all Loans sold and
transferred pursuant to a Subsequent Transfer Agreement which is attached to
such Subsequent Transfer Agreement as Schedule A, which Schedule of Subsequent
Loans shall supplement the Schedule of Initial and Additional Loans.

     "Subsequent Loans" means the Loans specified in the Schedule of Subsequent
Loans attached as Schedule A to each Subsequent Transfer Agreement.

                                        2
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     "Subsequent Other Conveyed Property" means the Subsequent Other Conveyed
Property conveyed by CFC to CFSC pursuant to each Subsequent Transfer Agreement.

     "Subsequent Transfer Agreement" shall have the meaning given in Section
2.3(b)(iii).

     "Trust" means the trust created by the Pooling and Servicing Agreement, the
estate of which consists of the Trust Fund.

     "Trustee" means U.S. Bank Trust National Association, a national banking
association organized and existing under the laws of the United States, not in
its individual capacity but solely as trustee, and any successor trustee
appointed and acting pursuant to the Pooling and Servicing Agreement.

     "Trust Fund" means the property and proceeds of every description conveyed
by the Seller to the Trustee pursuant to the Pooling and Servicing Agreement and
pursuant to any Subsequent Transfer Instrument, together with the Certificate
Account, Capitalized Interest Account and Pre-Funding Account (including all
investments of the Certificate Account and all proceeds therefrom).

     SECTION 1.3. Usage of Terms. With respect to all terms used in this
Agreement, the singular includes the plural and the plural the singular; words
importing any gender include the other gender; references to "writing" include
printing, typing, lithography, and other means of reproducing words in a visible
form; references to agreements and other contractual instruments include all
subsequent amendments thereto or changes therein entered into in accordance with
their respective terms and not prohibited by this Agreement or the Pooling and
Servicing Agreement; references to Persons include their permitted successors
and assigns; and the terms "include" or "including" mean "include without
limitation" or "including without limitation."

     SECTION 1.4. No Recourse. Without limiting the obligations of CFC
hereunder, no recourse may be taken, directly or indirectly, under this
Agreement or any certificate or other writing delivered in connection herewith
or therewith, against any stockholder, officer or director, as such, of CFC, or
of any predecessor or successor of CFC.

                                   ARTICLE II
                        CONVEYANCE OF THE INITIAL LOANS
                    AND THE INITIAL OTHER CONVEYED PROPERTY

     SECTION 2.1. Conveyance of the Initial Loans and the Initial Other Conveyed
Property. Subject to the terms and conditions of this Agreement, CFC hereby
sells, transfers, assigns, and otherwise conveys to CFSC without recourse (but
without limitation of its obligations in this Agreement or in the Pooling and
Servicing Agreement), and CFSC hereby purchases, all right, title and interest
of CFC in and to the Initial Loans and the Initial Other Conveyed Property. It
is the intention of CFC and CFSC that the transfer and assignment

                                       3
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     contemplated by this Agreement shall constitute a sale of the Initial Loans
     and the Initial Other Conveyed Property from CFC to CFSC, conveying good
     title thereto free and clear of any liens, and the Initial Loans and the
     Initial Other Conveyed Property shall not be part of CFC's estate in the
     event of the filing of a bankruptcy petition by or against CFC under any
     bankruptcy or similar law.

     SECTION 2.2. Purchase Price of Initial Loans. Simultaneously with the
conveyance of the Initial Loans and the Initial Other Conveyed Property to CFSC,
CFSC has paid or caused to be paid to or upon the order of CFC approximately
$_____________ by wire transfer of immediately available funds (representing the
proceeds to CFSC from the sale of the Initial Loans after (i) deducting expenses
of $_________ incurred by CFSC in connection with such sale and (ii) depositing
the Pre-Funded Amount in the Pre-Funding Account.

     SECTION 2.3. Conveyance of Subsequent Loans and Subsequent Other Conveyed
Property.

     (a) Subject to the conditions set forth in paragraph (b) below and the
terms and conditions in the related Subsequent Transfer Agreement, in
consideration of CFSC's delivery on the related Subsequent Transfer Date to or
upon the order of CFC of an amount equal to the purchase price of the Subsequent
Loans (as set forth in the related Subsequent Transfer Agreement), CFC hereby
agrees to sell, transfer, assign, and otherwise convey to CFSC without recourse
(but without limitation of its obligations in this Agreement and the related
Subsequent Transfer Agreement), and CFSC hereby agrees to purchase, all right,
title and interest of CFC in and to the Subsequent Loans and the Subsequent
Other Conveyed Property described in the related Subsequent Transfer Agreement.

     (b) CFC shall transfer to CFSC, and CFSC shall acquire, the Subsequent
Loans and the Subsequent Other Conveyed Property to be transferred on any
Subsequent Transfer Date only upon the satisfaction of each of the following
conditions on or prior to such Subsequent Transfer Date:

          (i) CFSC shall have provided the Trustee and the Rating Agencies with
     an Addition Notice at least five Business Days prior to the Subsequent
     Transfer Date and shall have provided any information reasonably requested
     by the Trustee with respect to the Subsequent Loans;

          (ii) CFC shall have delivered the related Loan File for each
     Subsequent Loan to the Trustee at least two Business Days prior to the
     Subsequent Transfer Date;

          (iii) CFC shall have delivered to CFSC a duly executed Subsequent
     Transfer Agreement substantially in the form of Exhibit A hereto (the
     "Subsequent Transfer Agreement"), which shall include a List of Loans
     identifying the related Subsequent Loans;

                                       4
<PAGE>

          (iv) as of each Subsequent Transfer Date, as evidenced by delivery of
     the Subsequent Transfer Agreement, neither CFC nor CFSC shall be insolvent
     nor shall they have been made insolvent by such transfer nor shall they be
     aware of any pending insolvency;

          (v) such transfer shall not result in a material adverse tax
     consequence to the Trust (including the Master REMIC and the Subsidiary
     REMIC) or the Certificateholders or Class C Certificateholders;

          (vi) the Pre-Funding Period shall not have ended; and

          (viii) No Subsequent Loan will have a Combined LTV greater than 100%.

     (c) CFC covenants to transfer to CFSC pursuant to paragraph (a) above
Subsequent Loans with aggregate Scheduled Principal Balances of approximately
equal to $-0-; provided, however, that the sole remedy of CFSC with respect to a
failure of such covenant shall be to enforce the provisions of Section 8.08 of
the Pooling and Servicing Agreement.

                                   ARTICLE III
                         REPRESENTATIONS AND WARRANTIES

     SECTION 3.1. Representations and Warranties of CFC. CFC makes the following
representations and warranties, on which CFSC relies in purchasing the Initial
Loans and the Initial Other Conveyed Property and in transferring the Initial
Loans and the Initial Other Conveyed Property to the Trustee under the Pooling
and Servicing Agreement. Such representations are made as of the execution and
delivery of this Agreement, but shall survive the sale, transfer and assignment
of the Initial Loans and the Initial Other Conveyed Property hereunder and the
sale, transfer and assignment thereof by CFSC to the Trustee under the Pooling
and Servicing Agreement. CFC and CFSC agree that CFSC will assign to the Trustee
all of CFSC's rights under this Agreement and that the Trustee will thereafter
be entitled to enforce this Agreement against CFC in the Trustee's own name.

          (a) Representations Regarding Loans. The representations and
     warranties set forth in Sections 3.02, 3.04 and 3.05 of the Pooling and
     Servicing Agreement are true and correct.

          (b) Organization and Good Standing. CFC has been duly organized and is
     validly existing as a corporation in good standing under the laws of the
     State of Delaware, with power and authority to own its properties and to
     conduct its business as such properties are currently owned and such
     business is currently conducted, and had at all relevant times, and now
     has, power, authority and legal right to acquire, own and sell the Initial
     Loans and the Initial Other Conveyed Property transferred to CFSC.

          (c) Due Qualification. CFC is duly qualified to do business as a
     foreign corporation and is in good standing, and has obtained all necessary
     licenses and

                                       5
<PAGE>

     approvals, in all jurisdictions in which the ownership or lease of its
     property or the conduct of its business requires such qualification.

          (d) Power and Authority. CFC has the power and authority to execute
     and deliver this Agreement and its Related Documents and to carry out its
     terms and their terms, respectively; CFC has full power and authority to
     sell and assign the Initial Loans and the Initial Other Conveyed Property
     to be sold and assigned to and deposited with CFSC hereunder and has duly
     authorized such sale and assignment to CFSC by all necessary corporate
     action; and the execution, delivery and performance of this Agreement and
     CFC's Related Documents have been duly authorized by CFC by all necessary
     corporate action.

          (e) Valid Sale; Binding Obligations. This Agreement and CFC's Related
     Documents have been duly executed and delivered, shall effect a valid sale,
     transfer and assignment of the Initial Loans and the Initial Other Conveyed
     Property, enforceable against CFC and creditors of and purchasers from CFC;
     and this Agreement and CFC's Related Documents constitute legal, valid and
     binding obligations of CFC enforceable in accordance with their respective
     terms, except as enforceability may be limited by bankruptcy, insolvency,
     reorganization or other similar laws affecting the enforcement of
     creditors' rights generally and by equitable limitations on the
     availability of specific remedies, regardless of whether such
     enforceability is considered in a proceeding in equity or at law.

          (f) No Violation. The consummation of the transactions contemplated by
     this Agreement and the Related Documents and the fulfillment of the terms
     of this Agreement and the Related Documents shall not conflict with, result
     in any breach of any of the terms and provisions of or constitute (with or
     without notice, lapse of time or both) a default under, the articles of
     incorporation or bylaws of CFC, or any indenture, agreement, mortgage, deed
     of trust or other instrument to which CFC is a party or by which it is
     bound, or result in the creation or imposition of any lien upon any of its
     properties pursuant to the terms of any such indenture, agreement,
     mortgage, deed of trust or other instrument, other than this Agreement and
     the Pooling and Servicing Agreement, or violate any law, order, rule or
     regulation applicable to CFC of any court or of any federal or state
     regulatory body, administrative agency or other governmental
     instrumentality having jurisdiction over CFC or any of its properties.

          (g) No Proceedings. There are no proceedings or investigations pending
     or, to CFC's knowledge, threatened against CFC, before any court,
     regulatory body, administrative agency or other tribunal or governmental
     instrumentality having jurisdiction over CFC or its properties (i)
     asserting the invalidity of this Agreement or any of the Related Documents,
     (ii) seeking to prevent the issuance of the Certificates or the
     consummation of any of the transactions contemplated by this Agreement or
     any of the Related Documents, (iii) seeking any determination or ruling
     that might materially and adversely affect the performance by CFC of its
     obligations under, or the validity or enforceability of, this Agreement or
     any of the Related Documents or (iv) seeking to

                                       6
<PAGE>

     affect adversely the federal income tax or other federal, state or local
     tax attributes of, or seeking to impose any excise, franchise, transfer or
     similar tax upon, the transfer and acquisition of the Initial Loans and the
     Initial Other Conveyed Property hereunder or under the Pooling and
     Servicing Agreement.

          (h) Chief Executive Office. The chief executive office of CFC is
     located at 1100 Landmark Towers, 345 St. Peter Street, Saint Paul, MN
     55102-1639.

          (i) Licensing. CFC is duly licensed in each state in which Loans were
     originated to the extent CFC is required to be licensed by applicable law
     in connection with the origination and servicing of the Loans.

     SECTION 3.2. Representations and Warranties of CFSC. CFSC makes the
following representations and warranties, on which CFC relies in selling,
assigning, transferring and conveying the Initial Loans and the Initial Other
Conveyed Property to CFSC hereunder. Such representations are made as of the
execution and delivery of this Agreement, but shall survive the sale, transfer
and assignment of the Initial Loans and the Initial Other Conveyed Property
hereunder and the sale, transfer and assignment thereof by CFSC to the Trust
under the Pooling and Servicing Agreement.

          (a) Organization and Good Standing. CFSC has been duly organized and
     is validly existing and in good standing as a corporation under the laws of
     the State of Minnesota, with the power and authority to own its properties
     and to conduct its business as such properties are currently owned and such
     business is currently conducted, and had at all relevant times, and has,
     full power, authority and legal right to acquire and own the Initial Loans
     and the Initial Other Conveyed Property and to transfer the Initial Loans
     and the Initial Other Conveyed Property to the Trust pursuant to the
     Pooling and Servicing Agreement.

          (b) Due Qualification. CFSC is duly qualified to do business as a
     foreign corporation in good standing, and has obtained all necessary
     licenses and approvals in all jurisdictions where the failure to do so
     would materially and adversely affect (i) CFSC's ability to acquire the
     Initial Loans or the Initial Other Conveyed Property, (ii) the validity or
     enforceability of the Initial Loans and the Initial Other Conveyed Property
     or (iii) CFSC's ability to perform its obligations hereunder and under the
     Related Documents.

          (c) Power and Authority. CFSC has the power, authority and legal right
     to execute and deliver this Agreement and its Related Documents and to
     carry out the terms hereof and thereof and to acquire the Initial Loans and
     the Initial Other Conveyed Property hereunder; and the execution, delivery
     and performance of this Agreement and its Related Documents and all of the
     documents required pursuant hereto or thereto have been duly authorized by
     CFSC by all necessary action.

                                       7
<PAGE>

          (d) No Consent Required. CFSC is not required to obtain the consent of
     any other Person, or any consent, license, approval or authorization or
     registration or declaration with, any governmental authority, bureau or
     agency in connection with the execution, delivery or performance of this
     Agreement and the Related Documents, except for such as have been obtained,
     effected or made.

          (e) Binding Obligation. This Agreement and each of its Related
     Documents constitutes a legal, valid and binding obligation of CFSC,
     enforceable against CFSC in accordance with its terms, subject, as to
     enforceability, to applicable bankruptcy, insolvency, reorganization,
     conservatorship, receivership, liquidation and other similar laws and to
     general equitable principles.

          (f) No Violation. The execution, delivery and performance by CFSC of
     this Agreement, the consummation of the transactions contemplated by this
     Agreement and the Related Documents and the fulfillment of the terms of
     this Agreement and the Related Documents do not and will not conflict with,
     result in any breach of any of the terms and provisions of or constitute
     (with or without notice or lapse of time) a default under the certificate
     of incorporation or bylaws of CFSC, or conflict with or breach any of the
     terms or provisions of, or constitute (with or without notice or lapse of
     time) a default under, any indenture, agreement, mortgage, deed of trust or
     other instrument to which CFSC is a party or by which CFSC is bound or to
     which any of its properties are subject, or result in the creation or
     imposition of any lien upon any of its properties pursuant to the terms of
     any such indenture, agreement, mortgage, deed of trust or other instrument
     (other than the Pooling and Servicing Agreement), or violate any law,
     order, rule or regulation, applicable to CFSC or its properties, of any
     federal or state regulatory body or any court, administrative agency, or
     other governmental instrumentality having jurisdiction over CFSC or any of
     its properties.

          (g) No Proceedings. There are no proceedings or investigations
     pending, or, to the knowledge of CFSC, threatened against CFSC, before any
     court, regulatory body, administrative agency, or other tribunal or
     governmental instrumentality having jurisdiction over CFSC or its
     properties: (i) asserting the invalidity of this Agreement or any of the
     Related Documents, (ii) seeking to prevent the consummation of any of the
     transactions contemplated by this Agreement or any of the Related
     Documents, (iii) seeking any determination or ruling that might materially
     and adversely affect the performance by CFSC of its obligations under, or
     the validity or enforceability of, this Agreement or any of the Related
     Documents or (iv) that may adversely affect the federal or state income tax
     attributes of, or seeking to impose any excise, franchise, transfer or
     similar tax upon, the transfer and acquisition of the Initial Loans and the
     Initial Other Conveyed Property hereunder or the transfer of the Initial
     Loans and the Initial Other Conveyed Property to the Trust pursuant to the
     Pooling and Servicing Agreement.

In the event of any breach of a representation and warranty made by CFSC
hereunder, CFC covenants and agrees that it will not take any action to pursue
any remedy that it may have hereunder, in law, in equity or otherwise, until a
year and a day have passed since the later of (i)

                                       8
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the date on which all pass-through certificates or other similar securities
issued by the Trust, or a trust or similar vehicle formed by CFSC, have been
paid in full, or (ii) all Certificates or other similar securities issued by the
Trust, or a trust or similar vehicle formed by CFSC, have been paid in full. CFC
and CFSC agree that damages will not be an adequate remedy for such breach and
that this covenant may be specifically enforced by CFSC or by the Trustee on
behalf of the Trust.

                                   ARTICLE IV
                                COVENANTS OF CFC

     SECTION 4.1 Transfer of Loans.

     (a) On or prior to the Closing Date, or the Subsequent Transfer Date in the
case of Subsequent Loans, CFC shall deliver the Loan Files to CFSC. CFC has
filed a form UCC-1 financing statement regarding the sale of the Loans to CFSC,
and shall file continuation statements in respect of such UCC-1 financing
statement as if such financing statement were necessary to perfect such sale.
CFC shall take any other actions necessary to maintain the perfection of the
sale of the Loans to CFSC.

     (b) If at any time during the term of this Agreement CFC does not have a
long-term senior debt rating of A-or higher from S&P, Fitch (if rated by Fitch)
and Duff & Phelps (if rated by Duff & Phelps), (i) CFC shall within 30 days
execute and deliver to CFSC (if it has not previously done so) endorsements of
each Loan and assignments in recordable form of each mortgage, deed of trust or
security deed securing a Loan, and (ii) CFSC, at CFC's expense, shall within 60
days file in the appropriate recording offices the assignments to CFSC of each
mortgage, deed of trust or security deed securing a Loan; provided, however,
that such execution and filing of the assignments with respect to the Loans
shall not be required if CFSC receives written confirmation from each of S&P,
Fitch and Duff & Phelps that the ratings of the Certificates would not be
reduced or withdrawn by the failure to execute and file such assignments;
provided, however, that such execution and filing shall not be required if CFC
delivers an Opinion of Counsel to the effect that such assignment and
recordation is not necessary to effect the assignment to CFSC of CFC's lien on
the real property securing each Loan.

     (c) If, as of the Post-Funding Payment Date, the aggregate Scheduled
Principal Balance of Loans secured by real property located in Maryland
("Maryland Loans") exceeds 10% of the Pool Scheduled Principal Balance, CFC
shall, within sixty (60) days, submit to the appropriate recording offices the
assignments to CFSC on behalf of the Trust of the number of mortgages, deeds of
trust or security deeds required to reduce to less than 10% of the Pool
Scheduled Principal Balance the aggregate Scheduled Principal Balance of
Maryland Loans as to which such assignments are not recorded.

     SECTION 4.2. Costs and Expenses. CFC shall pay all reasonable costs and
disbursements in connection with the performance of its obligations hereunder
and under each Subsequent Transfer Agreement and its Related Documents.

                                       9
<PAGE>

     SECTION 4.3. Indemnification.

     (a) CFC will defend and indemnify CFSC against any and all costs, expenses,
losses, damages, claims and liabilities, including reasonable fees and expenses
of counsel and expenses of litigation arising out of or resulting from the use
or ownership of any real estate related to a Loan by CFC or the Servicer or any
Affiliate of either. Notwithstanding any other provision of this Agreement, the
obligation of CFC under this Section 4.3 shall not terminate upon a Service
Transfer pursuant to Article VII of the Pooling and Servicing Agreement, except
that the obligation of CFC under this Section 4.3 shall not relate to the
actions of any subsequent Servicer after a Service Transfer.

     (b) No obligation or liability to any Obligor under any of the Loans is
intended to be assumed by CFSC under or as a result of this Agreement and the
transactions contemplated hereby and, to the maximum extent permitted and valid
under mandatory provisions of law, CFSC expressly disclaims such assumption.

     (c) CFC agrees to pay, and to indemnify, defend and hold harmless CFSC
from, any taxes which may at any time be asserted with respect to, and as of the
date of, the transfer of the Loans to CFSC, including, without limitation, any
sales, gross receipts, general corporation, personal property, privilege or
license taxes and costs, expenses and reasonable counsel fees in defending
against the same, whether arising by reason of the acts to be performed by CFC
under this Agreement or imposed against CFSC.

     (d) Indemnification under this Section 4.3 shall include, without
limitation, reasonable fees and expenses of counsel and expenses of litigation.
If the Originator has made any indemnity payments to CFSC pursuant to this
Section 4.3 and CFSC thereafter collects any of such amounts from others, CFSC
will repay such amounts collected to CFC, without interest.

                                    ARTICLE V
                                  REPURCHASES

     SECTION 5.1. Repurchase of Loans Upon Breach of Warranty.

     (a) Upon the occurrence of a Repurchase Event CFC shall, unless such breach
shall have been cured in all material respects, repurchase such Loan from the
Trust pursuant to Section 3.06 of the Pooling and Servicing Agreement, subject
to the limitation of Section 3.07 of the Pooling and Servicing Agreement. It is
understood and agreed that the obligation of CFC to repurchase any Loan as to
which a breach has occurred and is continuing shall, if such obligation is
fulfilled, constitute the sole remedy against CFC for such breach available to
CFSC, the Certificateholders or the Trustee on behalf of Certificateholders. The
provisions of this Section 5.1 are intended to grant the Trustee a direct right
against CFC to demand performance hereunder, and in connection therewith, CFC
waives any requirement of prior demand against CFSC with respect to such
repurchase obligation. Any such purchase shall take place in the manner
specified in Section 3.06 of the Pooling and Servicing Agreement.
Notwithstanding any other provision of this Agreement, any Subsequent Transfer
Agreement or the Pooling and

                                       10
<PAGE>

Servicing Agreement or any Subsequent Transfer Agreement to the contrary, the
obligation of CFC under this Section 5.1 shall not terminate upon a termination
of CFC as Servicer under the Pooling and Servicing Agreement and shall be
performed in accordance with the terms hereof notwithstanding the failure of the
Servicer or CFSC to perform any of their respective obligations with respect to
such Loan under the Pooling and Servicing Agreement.

     (b) In lieu of repurchasing a Loan when required by Section 5.1(a) of this
Agreement and Section 3.06(a) of the Pooling and Servicing Agreement, CFC may
deliver an Eligible Substitute Loan pursuant to the provisions of Section
3.06(b) of the Pooling and Servicing Agreement.

     (c) In addition to the foregoing and notwithstanding whether the related
Loan shall have been purchased by CFC, CFC shall indemnify the Trustee, the
Trust and the Certificateholders against all costs, expenses, losses, damages,
claims and liabilities, including reasonable fees and expenses of counsel, which
may be asserted against or incurred by any of them as a result of third party
claims arising out of the events or facts giving rise to such Repurchase Events.

     SECTION 5.2. Reassignment of Purchased Loans. Upon deposit of the
Repurchase Price of any Loan repurchased or replaced by CFC under Section 5.1,
CFSC shall cause the Trustee to take such steps as may be reasonably requested
by CFC in order to assign to CFC all of CFSC's and the Trust's right, title and
interest in and to such Loan and all security and documents and all Other
Conveyed Property conveyed to CFSC and the Trust directly relating thereto,
without recourse, representation or warranty, except as to the absence of liens,
charges or encumbrances created by or arising as a result of actions of CFSC or
the Trustee. Such assignment shall be a sale and assignment outright, and not
for security. If, following the reassignment of a Loan, in any enforcement suit
or legal proceeding, it is held that CFC may not enforce any such Loan on the
ground that it shall not be a real party in interest or a holder entitled to
enforce the Loan, CFSC and the Trustee shall, at the expense of CFC, take such
steps as CFC deems reasonably necessary to enforce the Loan, including bringing
suit in CFSC's or the Trustee's name.

     SECTION 5.3. Waivers. No failure or delay on the part of CFSC, or the
Trustee as assignee of CFSC, in exercising any power, right or remedy under this
Agreement or under any Subsequent Transfer Agreement shall operate as a waiver
thereof, nor shall any single or partial exercise of any such power, right or
remedy preclude any other or future exercise thereof or the exercise of any
other power, right or remedy.

                                   ARTICLE VI
                                 MISCELLANEOUS

     SECTION 6.1. Liability of CFC. CFC shall be liable in accordance herewith
only to the extent of the obligations in this Agreement or in any Subsequent
Transfer Agreement specifically undertaken by CFC and the representations and
warranties of CFC.

                                       11
<PAGE>

     SECTION 6.2. Merger or Consolidation of CFC or CFSC. Any corporation or
other entity (i) into which CFC or CFSC may be merged or consolidated, (ii)
resulting from any merger or consolidation to which CFC or CFSC is a party or
(iii) succeeding to the business of CFC or CFSC, in the case of CFSC, which
corporation has a certificate of incorporation containing provisions relating to
limitations on business and other matters substantively identical to those
contained in CFSC's certificate of incorporation, shall execute an agreement of
assumption to perform every obligation of CFC or CFSC, as the case may be, under
this Agreement and each Subsequent Transfer Agreement and, whether or not such
assumption agreement is executed, shall be the successor to CFC or CFSC, as the
case may be, hereunder and under each such Subsequent Transfer Agreement
(without relieving CFC or CFSC of its responsibilities hereunder, if it survives
such merger or consolidation) without the execution or filing of any document or
any further act by any of the parties to this Agreement or each Subsequent
Transfer Agreement. CFC or CFSC shall promptly inform the other party and the
Trustee of such merger, consolidation or purchase and assumption.
Notwithstanding the foregoing, as a condition to the consummation of the
transactions referred to in clauses (i), (ii) and (iii) above, (x) immediately
after giving effect to such transaction, no representation or warranty made
pursuant to Sections 3.1 and 3.2 and the Pooling and Servicing Agreement, or
similar representation or warranty made in any Subsequent Transfer Agreement,
shall have been breached (for purposes hereof, such representations and
warranties shall speak as of the date of the consummation of such transaction),
(y) CFC or CFSC, as applicable, shall have delivered written notice of such
consolidation, merger or purchase and assumption to the Rating Agencies prior to
the consummation of such transaction and shall have delivered to the Trustee an
Officer's Certificate and an Opinion of Counsel each stating that such
consolidation, merger or succession and such agreement of assumption comply with
this Section 6.2 and that all conditions precedent, if any, provided for in this
Agreement, or in each Subsequent Transfer Agreement, relating to such
transaction have been complied with, and (z) CFC or CFSC, as applicable, shall
have delivered to the Trustee an Opinion of Counsel, stating that, in the
opinion of such counsel, either (A) all financing statements and continuation
statements and amendments thereto have been executed and filed that are
necessary to preserve and protect the interest of the Trustee in the Trust Fund
and reciting the details of the filings or (B) no such action shall be necessary
to preserve and protect such interest.

     SECTION 6.3. Limitation on Liability of CFC and Others. CFC shall not be
under any obligation to appear in, prosecute or defend any legal action that is
not incidental to its obligations under this Agreement, any Subsequent Transfer
Agreement or its Related Documents and that in its opinion may involve it in any
expense or liability.

                                       12
<PAGE>

     SECTION 6.4. Amendment.

     (a) This Agreement and any Subsequent Transfer Agreement may be amended by
CFC and CFSC and without the consent of the Trustee or any of the
Certificateholders (A) to cure any ambiguity or (B) to correct any provisions in
this Agreement or any such Subsequent Transfer Agreement; provided, however,
that such action shall not, as evidenced by an Opinion of Counsel delivered to
the Trustee, adversely affect in any material respect the interests of any
Certificateholder.

     (b) This Agreement may also be amended from time to time by CFC and CFSC,
with the prior written consent of the Trustee and the Holders of Certificates
representing, in the aggregate, 66 2/3% or more of the Aggregate Certificate
Principal Balance, for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Agreement, or of
modifying in any manner the rights of the Certificateholders; provided, however,
that no such amendment shall (i) increase or reduce in any manner the amount of,
or accelerate or delay the timing of, collections of payments on the Loans or
distributions that are required to be made on any Certificate or (ii) reduce the
aforesaid percentage required to consent to any such amendment or any waiver
hereunder, without the consent of the Holders of all Certificates then
outstanding.

     (c) This Agreement shall not be amended under this Section 6.4 without the
consent of 100% of the Certificateholders and the Class C Certificateholders if
such amendment would result in the disqualification of the Trust as a REMIC
under the Code.

     (d) Concurrently with the solicitation of any consent pursuant to this
Section 6.4, CFSC shall furnish written notification to S&P, Fitch and Duff &
Phelps. Promptly after the execution of any amendment or consent pursuant to
this Section 6.4, CFSC shall furnish written notification of the substance of
such amendment to S&P, Fitch and Duff & Phelps, each Certificateholder and the
Class C Certificateholders.

     (e) It shall not be necessary for the consent of Certificateholders
pursuant to this Section 6.4 to approve the particular form of any proposed
amendment or consent, but it shall be sufficient if such consent shall approve
the substance thereof. The manner of obtaining such consents and of evidencing
the authorization of the execution thereof by Certificateholders shall be
subject to such reasonable requirements as the Trustee may prescribe, including
the establishment of record dates. The consent of any Holder of a Certificate
given pursuant to this Section 6.4 or pursuant to any other provision of this
Agreement shall be conclusive and binding on such Holder and on all future
Holders of such Certificate and of any Certificate issued upon the transfer
thereof or in exchange thereof or in lieu thereof whether or not notation of
such consent is made upon the Certificate.

     SECTION 6.5. Notices. All demands, notices and communications to CFC or
CFSC hereunder shall be in writing, personally delivered, or sent by telecopier
(subsequently confirmed in writing), reputable overnight courier or mailed by
certified mail, return receipt requested, and shall be deemed to have been given
upon receipt (a) in the case of CFC, to

                                       13
<PAGE>

Conseco Finance Corp., 1100 Landmark Towers, 345 St. Peter Street, Saint Paul,
Minnesota 55102-1639, Attention: Chief Financial Officer, or such other address
as shall be designated by CFC in a written notice delivered to the other party
or to the Trustee or (b) in the case of CFSC, to Conseco Finance Securitizations
Corp., 300 Landmark Towers, 345 St. Peter Street, Saint Paul, Minnesota
55102-1639, Attention: Chief Financial Officer.

     SECTION 6.6. Merger and Integration. Except as specifically stated
otherwise herein, this Agreement and the Related Documents set forth the entire
understanding of the parties relating to the subject matter hereof, and all
prior understandings, written or oral, are superseded by this Agreement and the
Related Documents. This Agreement may not be modified, amended, waived or
supplemented except as provided herein.

     SECTION 6.7. Severability of Provisions. If any one or more of the
covenants, provisions or terms of this Agreement shall be for any reason
whatsoever held invalid, then such covenants, provisions or terms shall be
deemed severable from the remaining covenants, provisions or terms of this
Agreement and shall in no way affect the validity or enforceability of the other
provisions of this Agreement.

     SECTION 6.8. Intention of the Parties. The execution and delivery of this
Agreement and of each Subsequent Transfer Agreement shall constitute an
acknowledgment by CFC and CFSC that they intend that each assignment and
transfer herein and therein contemplated constitute a sale and assignment
outright, and not for security, of the Initial Loans and the Initial Other
Conveyed Property and the Subsequent Loans and Subsequent Other Conveyed
Property, as the case may be, conveying good title thereto free and clear of any
liens, from CFC to CFSC, and that the Initial Loans and the Initial Other
Conveyed Property and the Subsequent Loans and Subsequent Other Conveyed
Property shall not be a part of CFC's estate in the event of the bankruptcy,
reorganization, arrangement, insolvency or liquidation proceeding, or other
proceeding under any federal or state bankruptcy or similar law, or the
occurrence of another similar event, of, or with respect to, CFC. In the event
that such conveyance is determined to be made as security for a loan made by
CFSC, the Trust or the Certificateholders to CFC, the parties intend that CFC
shall have granted to CFSC a security interest in all of CFC's right, title and
interest in and to the Initial Loans and the Initial Other Conveyed Property and
the Subsequent Loans and Subsequent Other Conveyed Property, as the case may be,
conveyed pursuant to Section 2.1 hereof or pursuant to any Subsequent Transfer
Agreement, and that this Agreement and each Subsequent Transfer Agreement shall
constitute a security agreement under applicable law.

     SECTION 6.9. Governing Law. This Agreement shall be construed in accordance
with the laws of the State of Minnesota without regard to the principles of
conflicts of laws thereof, and the obligations, rights and remedies of the
parties under this Agreement shall be determined in accordance with such laws.

     SECTION 6.10. Counterparts. For the purpose of facilitating the execution
of this Agreement and for other purposes, this Agreement may be executed
simultaneously in any

                                       14
<PAGE>

number of counterparts, each of which counterparts shall be deemed to be an
original, and all of which counterparts shall constitute but one and the same
instrument.

     SECTION 6.11. Conveyance of the Initial Loans and the Initial Other
Conveyed Property to the Trust. CFC acknowledges that CFSC intends, pursuant to
the Pooling and Servicing Agreement, to convey the Initial Loans and the Initial
Other Conveyed Property, together with its rights under this Agreement, to the
Trustee on the date hereof. CFC acknowledges and consents to such conveyance and
waives any further notice thereof and covenants and agrees that the
representations and warranties of CFC contained in this Agreement and the rights
of CFSC hereunder are intended to benefit the Trustee and the
Certificateholders. In furtherance of the foregoing, CFC covenants and agrees to
perform its duties and obligations hereunder, in accordance with the terms
hereof for the benefit of the Trustee and the Certificateholders and that,
notwithstanding anything to the contrary in this Agreement, CFC shall be
directly liable to the Trustee (notwithstanding any failure by the Servicer or
CFSC to perform its duties and obligations hereunder or under the Pooling and
Servicing Agreement) and that the Trustee may enforce the duties and obligations
of CFC under this Agreement against CFC for the benefit of the
Certificateholders.

     SECTION 6.12. Nonpetition Covenant. Neither CFSC nor CFC shall petition or
otherwise invoke the process of any court or government authority for the
purpose of commencing or sustaining a case against the Trust (or, in the case of
CFC, against CFSC) under any federal or state bankruptcy, insolvency or similar
law or appointing a receiver, liquidator, assignee, trustee, custodian,
sequestrator or other similar official of the Trust (or CFSC) or any substantial
part of its property, or ordering the winding up or liquidation of the affairs
of the Trust (or CFSC).

                                       15
<PAGE>

     IN WITNESS WHEREOF, the parties have caused this Transfer Agreement to be
duly executed by their respective officers as of the day and year first above
written.


                                 CONSECO FINANCE SECURITIZATIONS CORP.,
                                   as Purchaser


                                 By_____________________________________________
                                   Name:  Phyllis A. Knight
                                   Title: Senior Vice President and Treasurer



                                 CONSECO FINANCE CORP., as Seller


                                 By_____________________________________________
                                   Name:  Phyllis A. Knight
                                   Title: Senior Vice President and Treasurer

                                       16
<PAGE>

                                   SCHEDULE A


                    SCHEDULE OF INITIAL AND ADDITIONAL LOANS





   [Included as Exhibits L-1, L-2 and L-3 to Pooling and Servicing Agreement]

                                      A-1
<PAGE>

                                                                       EXHIBIT A





                                     FORM OF

                          SUBSEQUENT TRANSFER AGREEMENT


                                     between


                      CONSECO FINANCE SECURITIZATIONS CORP.
                                    Purchaser


                                       and


                              CONSECO FINANCE CORP.
                                     Seller







                                   dated as of

                                 --------, -----
<PAGE>

     SUBSEQUENT TRANSFER AGREEMENT, dated as of ________, _____, between Conseco
Finance Securitizations Corp., a Minnesota corporation, as purchaser ("CFSC"),
and Conseco Finance Corp., a Delaware corporation, as seller ("CFC"), pursuant
to the Transfer Agreement, dated as of November 1, 1999, between CFSC and CFC.

                              W I T N E S S E T H:
                              --------------------

     WHEREAS, CFC and CFSC are parties to a Transfer Agreement, dated as of
November 1, 1999 (as amended or supplemented, the "Transfer Agreement");

     WHEREAS, pursuant to the Transfer Agreement and this Agreement, CFSC has
agreed to purchase from CFC and CFC is transferring to CFSC the Subsequent Loans
and the Subsequent Other Conveyed Property.

     NOW, THEREFORE, in consideration of the premises and the mutual agreements
hereinafter contained, and for other good and valuable consideration, the
receipt of which is acknowledged, CFSC and CFC, intending to be legally bound,
hereby agree as follows:

     1. Defined Terms. Capitalized terms used but not otherwise defined herein
shall have the respective meanings assigned to such terms in the Transfer
Agreement.

     "Agreement" means this Subsequent Transfer Agreement and all amendments
hereof and supplements hereto.

     "Schedule of Subsequent Loans" means the schedule of all home equity loans
sold and transferred pursuant to this Agreement attached hereto as Schedule A,
which Schedule of Subsequent Loans shall supplement the Schedule of Initial and
Additional Loans attached to the Transfer Agreement.

     "Subsequent Cut-off Date" shall mean, with respect to the Subsequent Loans
conveyed hereby, ________, _____.

     "Subsequent Other Conveyed Property" means, for the purposes of this
Agreement, all monies at any time paid or payable on the Subsequent Loans
conveyed hereby or in respect thereof after the Subsequent Cut-off Date
(including amounts due on or before the Subsequent Cut-off Date but received by
CFC after the Subsequent Cut-off Date), an assignment of security interests in
the related real estate and any and all other documents or electronic records
that CFC keeps on file in accordance with its customary procedures relating to
the Subsequent Loans, the Obligors or the related real estate, property
(including the right to receive future Liquidation Proceeds) that secures a
Subsequent Loan and that has been acquired by or on behalf of the Trust pursuant
to liquidation of such Subsequent Loan, and all proceeds of the foregoing.

     "Subsequent Loans" means, for purposes of this Agreement, the Loans listed
in the Schedule of Subsequent Loans.

                                    Ex. A-1
<PAGE>

     "Subsequent Transfer Date" means the date hereof.

     2. Conveyance of the Subsequent Loans and the Subsequent Other Conveyed
Property. Subject to the terms and conditions of this Agreement and the Transfer
Agreement, CFC hereby sells, transfers, assigns, and otherwise conveys to CFSC
without recourse (but without limitation of its obligations in this Agreement
and the Transfer Agreement), and CFSC hereby purchases, all right, title and
interest of CFC in and to the Subsequent Loans and the Subsequent Other Conveyed
Property. It is the intention of CFC and CFSC that the transfer and assignment
contemplated by this Agreement shall constitute a sale of the Subsequent Loans
and the Subsequent Other Conveyed Property from CFC to CFSC, conveying good
title thereto free and clear of any liens, and the Subsequent Loans and the
Subsequent Other Conveyed Property shall not be part of CFC's estate in the
event of the filing of a bankruptcy petition by or against CFC under any
bankruptcy or similar law.

     3. Purchase Price. Simultaneously with the conveyance of the Subsequent
Loans and the Subsequent Other Conveyed Property to CFSC, CFSC has paid or
caused to be paid to or upon the order of CFC, by wire transfer of immediately
available funds (representing certain proceeds to CFSC from the sale of the
Certificates on deposit in the Pre-Funding Account), the amount of funds as
specified below:

     (i)  Principal Balance of Subsequent Loans:  $_______

     (ii) Proceeds to CFC:                        $_______

     4. Representations and Warranties of CFC. CFC makes the following
representations and warranties, on which CFSC relies in purchasing the
Subsequent Loans and the Subsequent Other Conveyed Property and in transferring
the Subsequent Loans and the Subsequent Other Conveyed Property to the Trustee
under the Subsequent Transfer Instrument. Such representations are made as of
the execution and delivery of this Agreement, but shall survive the sale,
transfer and assignment of the Subsequent Loans and the Subsequent Other
Conveyed Property hereunder, and the sale, transfer and assignment thereof by
CFSC to the Trustee under the Subsequent Transfer Instrument. CFC and CFSC agree
that CFSC will assign to the Trustee all of CFSC's rights under this Agreement,
and that the Trustee will thereafter be entitled to enforce this Agreement
against CFC in the Trustee's own name.

          (a) Schedule of Representations. The representations and warranties
     set forth in Sections 3.02, 3.04 and 3.05 of the Pooling and Servicing
     Agreement are true and correct.

          (b) Organization and Good Standing. CFC has been duly organized and is
     validly existing as a corporation in good standing under the laws of the
     State of Delaware, with power and authority to own its properties and to
     conduct its business as such properties are currently owned and such
     business is currently conducted, and had at all relevant times, and now
     has, power, authority and legal right to acquire, own and sell the
     Subsequent Loans and the Subsequent Other Conveyed Property transferred to
     CFSC.

                                    Ex. A-2
<PAGE>

          (c) Due Qualification. CFC is duly qualified to do business as a
     foreign corporation and is in good standing, and has obtained all necessary
     licenses and approvals, in all jurisdictions in which the ownership or
     lease of its property or the conduct of its business requires such
     qualification.

          (d) Power and Authority. CFC has the power and authority to execute
     and deliver this Agreement and to carry out its terms; CFC has full power
     and authority to sell and assign the Subsequent Loans and the Subsequent
     Other Conveyed Property to be sold and assigned to and deposited with CFSC
     hereunder and has duly authorized such sale and assignment to CFSC by all
     necessary corporate action; and the execution, delivery and performance of
     this Agreement have been duly authorized by CFC by all necessary corporate
     action.

          (e) Valid Sale; Binding Obligations. This Agreement has been duly
     executed and delivered, shall effect a valid sale, transfer and assignment
     of the Subsequent Loans and the Subsequent Other Conveyed Property,
     enforceable against CFC and creditors of and purchasers from CFC; and this
     Agreement constitutes the legal, valid and binding obligation of CFC
     enforceable in accordance with its terms, except as enforceability may be
     limited by bankruptcy, insolvency, reorganization or other similar laws
     affecting the enforcement of creditors' rights generally and by equitable
     limitations on the availability of specific remedies, regardless of whether
     such enforceability is considered in a proceeding in equity or at law.

          (f) No Violation. The consummation of the transactions contemplated by
     this Agreement and the fulfillment of the terms of this Agreement shall not
     conflict with, result in any breach of any of the terms and provisions of
     or constitute (with or without notice, lapse of time or both) a default
     under, the certificate of incorporation or bylaws of CFC, or any indenture,
     agreement, mortgage, deed of trust or other instrument to which CFC is a
     party or by which it is bound, or result in the creation or imposition of
     any lien upon any of its properties pursuant to the terms of any such
     indenture, agreement, mortgage, deed of trust or other instrument, other
     than this Agreement, or violate any law, order, rule or regulation
     applicable to CFC of any court or of any federal or state regulatory body,
     administrative agency or other governmental instrumentality having
     jurisdiction over CFC or any of its properties.

          (g) No Proceedings. There are no proceedings or investigations pending
     or, to CFC's knowledge, threatened against CFC, before any court,
     regulatory body, administrative agency or other tribunal or governmental
     instrumentality having jurisdiction over CFC or its properties (i)
     asserting the invalidity of this Agreement, (ii) seeking to prevent the
     consummation of any of the transactions contemplated by this Agreement,
     (iii) seeking any determination or ruling that might materially and
     adversely affect the performance by CFC of its obligations under, or the
     validity or enforceability of, this Agreement, or (iv) seeking to affect
     adversely the federal income tax or other federal, state or local tax
     attributes of, or seeking to impose any excise, franchise, transfer

                                    Ex. A-3
<PAGE>

     or similar tax upon, the transfer and acquisition of the Subsequent Loans
     and the Subsequent Other Conveyed Property hereunder.

          (h) Insolvency. As of the Subsequent Cut-off Date and the Subsequent
     Transfer Date, neither CFC nor CFSC is insolvent nor will either of them
     have been made insolvent after giving effect to the conveyance set forth in
     Section 2 of this Agreement, nor are any of them aware of any pending
     insolvency.

          (i) Chief Executive Office. The chief executive office of CFC is
     located at 1100 Landmark Towers, 345 St. Peter Street, Saint Paul,
     Minnesota 55102-1639.

          (j) Licensing. CFC is duly licensed in each state in which Loans were
     originated to the extent CFC is required to be licensed by applicable law
     in connection with the origination and servicing of the Loans.

     5. Representations and Warranties of CFSC. CFSC makes the following
representations and warranties, on which CFC relies in selling, assigning,
transferring and conveying the Subsequent Loans and the Subsequent Other
Conveyed Property to CFSC hereunder. Such representations are made as of the
execution and delivery of this Agreement, but shall survive the sale, transfer
and assignment of the Subsequent Loans and the Subsequent Other Conveyed
Property hereunder and the sale, transfer and assignment thereof by CFSC to the
Trustee under the Subsequent Transfer Instrument.

          (a) Organization and Good Standing. CFSC has been duly organized and
     is validly existing and in good standing as a corporation under the laws of
     the State of Minnesota, with the power and authority to own its properties
     and to conduct its business as such properties are currently owned and such
     business is currently conducted, and had at all relevant times, and has,
     full power, authority and legal right to acquire and own the Subsequent
     Loans and the Subsequent Other Conveyed Property, and to transfer the
     Subsequent Loans and the Subsequent Other Conveyed Property to the Trust
     pursuant to the Subsequent Transfer Instrument.

          (b) Due Qualification. CFSC is duly qualified to do business as a
     foreign corporation in good standing, and has obtained all necessary
     licenses and approvals in all jurisdictions where the failure to do so
     would materially and adversely affect CFSC's ability to acquire the
     Subsequent Loans or the Subsequent Other Conveyed Property or the validity
     or enforceability of the Subsequent Loans and the Subsequent Other Conveyed
     Property or to perform CFSC's obligations hereunder and under the
     Subsequent Transfer Instrument.

          (c) Power and Authority. CFSC has the power, authority and legal right
     to execute and deliver this Agreement and to carry out the terms hereof and
     to acquire the Subsequent Loans and the Subsequent Other Conveyed Property
     hereunder; and the execution, delivery and performance of this Agreement
     and all of the documents required pursuant hereto have been duly authorized
     by CFSC by all necessary action.

                                    Ex. A-4
<PAGE>

          (d) No Consent Required. CFSC is not required to obtain the consent of
     any other Person, or any consent, license, approval or authorization or
     registration or declaration with, any governmental authority, bureau or
     agency in connection with the execution, delivery or performance of this
     Agreement and the Subsequent Transfer Instrument, except for such as have
     been obtained, effected or made.

          (e) Binding Obligation. This Agreement constitutes a legal, valid and
     binding obligation of CFSC, enforceable against CFSC in accordance with its
     terms, subject, as to enforceability, to applicable bankruptcy, insolvency,
     reorganization, conservatorship, receivership, liquidation and other
     similar laws and to general equitable principles.

          (f) No Violation. The execution, delivery and performance by CFSC of
     this Agreement, the consummation of the transactions contemplated by this
     Agreement and the Subsequent Transfer Instrument and the fulfillment of the
     terms of this Agreement and the Subsequent Transfer Instrument do not and
     will not conflict with, result in any breach of any of the terms and
     provisions of, or constitute (with or without notice or lapse of time) a
     default under, the articles of incorporation or bylaws of CFSC, or conflict
     with or breach any of the terms or provisions of, or constitute (with or
     without notice or lapse of time) a default under, any indenture, agreement,
     mortgage, deed of trust or other instrument to which CFSC is a party or by
     which CFSC is bound or to which any of its properties are subject, or
     result in the creation or imposition of any lien upon any of its properties
     pursuant to the terms of any such indenture, agreement, mortgage, deed of
     trust or other instrument (other than the Pooling and Servicing Agreement
     and the Subsequent Transfer Instrument), or violate any law, order, rule or
     regulation, applicable to CFSC or its properties, of any federal or state
     regulatory body, any court, administrative agency, or other governmental
     instrumentality having jurisdiction over CFSC or any of its properties.

          (g) No Proceedings. There are no proceedings or investigations
     pending, or, to the knowledge of CFSC, threatened against CFSC, before any
     court, regulatory body, administrative agency, or other tribunal or
     governmental instrumentality having jurisdiction over CFSC or its
     properties: (i) asserting the invalidity of this Agreement or the
     Subsequent Transfer Instrument, (ii) seeking to prevent the consummation of
     any of the transactions contemplated by this Agreement or the Subsequent
     Transfer Instrument, (iii) seeking any determination or ruling that might
     materially and adversely affect the performance by CFSC of its obligations
     under, or the validity or enforceability of, this Agreement or the
     Subsequent Transfer Instrument, or (iv) that may adversely affect the
     federal or state income tax attributes of, or seeking to impose any excise,
     franchise, transfer or similar tax upon, the transfer and acquisition of
     the Subsequent Loans and the Subsequent Other Conveyed Property hereunder
     or the transfer of the Subsequent Loans and the Subsequent Other Conveyed
     Property to the Trust pursuant to the Subsequent Transfer Instrument.

In the event of any breach of a representation and warranty made by CFSC
hereunder, CFC covenants and agrees that it will not take any action to pursue
any remedy that it may have

                                    Ex. A-5
<PAGE>

hereunder, in law, in equity or otherwise, until a year and a day have passed
since the date on which all pass-through certificates or other similar
securities issued by the Trust, or a trust or similar vehicle formed by CFSC,
have been paid in full. CFC and CFSC agree that damages will not be an adequate
remedy for such breach and that this covenant may be specifically enforced by
CFSC or by the Trustee on behalf of the Trust.

     6. Conditions Precedent. The obligation of CFSC to acquire the Subsequent
Loans and the Subsequent Other Conveyed Property hereunder is subject to the
satisfaction, on or prior to the Subsequent Transfer Date, of the following
conditions precedent, and CFC hereby confirms that such conditions precedent are
satisfied;

          (a) Representations and Warranties. Each of the representations and
     warranties made by the CFC in Section 4 of this Agreement and in Section
     3.1 of the Transfer Agreement is true and correct as of the Subsequent
     Transfer Date.

          (b) Transfer Agreement Conditions. Each of the conditions set forth in
     Section 2.3(b) of the Transfer Agreement applicable to the conveyance of
     Subsequent Loans and the Subsequent Other Conveyed Property has been
     satisfied.

          (c) Additional Information. CFC has delivered to CFSC such information
     as was reasonably requested by CFSC to satisfy itself as to (i) the
     accuracy of the representations and warranties set forth in Section 4 of
     this Agreement and in Section 3.1 of the Transfer Agreement and (ii) the
     satisfaction of the conditions set forth in this Section 6.

     7. Ratification of Transfer Agreement. As supplemented by this Agreement,
the Transfer Agreement is in all respects ratified and confirmed and the
Transfer Agreement as so supplemented by this Agreement shall be read, taken and
construed as one and the same instrument.

     8. Governing Law. This Agreement shall be construed in accordance with the
laws of the State of Minnesota without regard to the principles of conflicts of
laws thereof, and the obligations, rights and remedies of the parties under this
Agreement shall be determined in accordance with such laws.

     9. Counterparts. For the purposes of facilitating the execution of this
Agreement and for other purposes, this Agreement may be executed simultaneously
in any number of counterparts, each of which counterparts shall be deemed to be
an original, and all of which counterparts shall constitute but one and the same
instrument.

     10. Conveyance of the Subsequent Loans and the Subsequent Other Conveyed
Property to the Trust. CFC acknowledges that CFSC intends, pursuant to a
Subsequent Transfer Instrument, to convey the Subsequent Loans and the
Subsequent Other Conveyed Property, together with its rights under this
Agreement and under the Transfer Agreement, to the Trust on the date hereof. CFC
acknowledges and consents to such conveyance and waives any further

                                    Ex. A-6
<PAGE>

notice thereof and covenants and agrees that the representations and warranties
of CFC contained in this Agreement and the rights of CFSC hereunder and
thereunder are intended to benefit the Trustee, the Trust and the
Certificateholders. In furtherance of the foregoing, CFC covenants and agrees to
perform its duties and obligations hereunder and under the Transfer Agreement,
in accordance with the terms hereof and thereof for the benefit of the Trustee,
and the Certificateholders and that, notwithstanding anything to the contrary in
this Agreement or in the Transfer Agreement, CFC shall be directly liable to the
Trustee (notwithstanding any failure by CFSC to perform its duties and
obligations hereunder or under the Pooling and Servicing Agreement or the
Transfer Agreement) and that the Trustee may enforce the duties and obligations
of CFC under this Agreement and the Transfer Agreement against CFC for the
benefit of the Certificateholders.

                                    Ex. A-7
<PAGE>

     IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed by their respective officers as of the day and year first above
written.


                                   CONSECO FINANCE SECURITIZATIONS CORP.,
                                     as Purchaser


                                   By__________________________________________
                                     Name:  Phyllis A. Knight
                                     Title: Senior Vice President and Treasurer



                                   CONSECO FINANCE CORP., as Seller


                                   By__________________________________________
                                     Name:  Phyllis A. Knight
                                     Title: Senior Vice President and Treasurer

                                    Ex. A-8