<PAGE>

                                                                     EXHIBIT 4.2

          Manufactured Housing Contract Senior/Subordinate Pass-Through
                           Certificates, Series 1999-6






                               TRANSFER AGREEMENT


                                     between


                      CONSECO FINANCE SECURITIZATIONS CORP.
                                    Purchaser


                                       and


                              CONSECO FINANCE CORP.
                                     Seller






                                   dated as of

                                November 1, 1999
<PAGE>

                                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 CONTRACTS
         AND THE INITIAL COLLATERAL SECURITY...................................3
         SECTION 2.1.  Conveyance of the Initial Contracts and the Initial
                       Collateral Security.....................................3
         SECTION 2.2.  Purchase Price of Initial Contracts.....................4
         SECTION 2.3.  Conveyance of Subsequent Contracts and Collateral
                       Security................................................4

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

ARTICLE IV
         COVENANTS OF CONSECO FINANCE..........................................9
         SECTION 4.1.  Transfer of Contracts...................................9
         SECTION 4.2.  Costs and Expenses......................................9
         SECTION 4.3.  Indemnification.........................................9
         SECTION 4.4.  Financial Statement Disclosure.........................10

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

ARTICLE VI
         MISCELLANEOUS........................................................11
         SECTION 6.1.  Liability of Conseco Finance...........................11
         SECTION 6.2.  Merger or Consolidation of Conseco Finance or CFSC.....11
         SECTION 6.3.  Limitation on Liability of Conseco Finance and
                       Others.................................................12
         SECTION 6.4.  Amendment..............................................12
         SECTION 6.5.  Notices................................................13
         SECTION 6.6.  Merger and Integration.................................13
         SECTION 6.7.  Severability of Provisions.............................13

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<PAGE>

         SECTION 6.8.  Intention of the Parties...............................13
         SECTION 6.9.  Governing Law..........................................14
         SECTION 6.10.  Counterparts..........................................14
         SECTION 6.11.  Conveyance of the Initial Contracts and
                        the Initial Collateral Security to the Trust..........14
         SECTION 6.12.  Nonpetition Covenant..................................14


                                    SCHEDULES

Schedule A  --  Schedule of Initial Contracts

                                    EXHIBITS

Exhibit A  --  Form of Subsequent Transfer Agreement


                                      -ii-
<PAGE>

                               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 ("Conseco Finance").

                              W I T N E S S E T H:

                  WHEREAS, CFSC has agreed to purchase from Conseco Finance and
Conseco Finance, pursuant to this Agreement, is transferring to CFSC certain
manufactured housing contracts specified in the Schedule of Initial Contracts
attached hereto as Schedule A (the "Initial Contracts"); and

                  WHEREAS, CFSC has agreed to purchase from Conseco Finance and
Conseco Finance has agreed to transfer to CFSC the Subsequent Contracts and
Subsequent Collateral Security in an amount set forth herein.

                  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 Conseco Finance,
intending to be legally bound, hereby agree as follows:

                                    ARTICLE I
                                   DEFINITIONS

                  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. (in its individual capacity and as Servicer), and
U.S. Bank National Association, as trustee (the "Trustee") relating to the
Manufactured Housing Contract Senior/Subordinate Pass-Through Certificates,
Series 1999-6 (the "Trust").

                  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.
<PAGE>

                  "Collateral Security" means the Initial Collateral Security
conveyed by Conseco Finance to CFSC pursuant to this Agreement together with any
and all Subsequent Collateral Security conveyed by Conseco Finance to CFSC
pursuant to each Subsequent Transfer Agreement.

                  "Initial Contracts" means the Contracts listed on the Schedule
of Initial Contracts attached hereto as Schedule A.

                  "Initial Collateral Security" means, with respect to any
Initial Contract, (i) the security interests, if any, granted by or on behalf of
the related Obligor with respect thereto, including a first priority perfected
security interest in the related Manufactured Home, (ii) all other security
interests or liens and property subject thereto from time to time purporting to
secure payment of such Contract, whether pursuant to the agreement giving rise
to such Contract or otherwise, together with all financing statements signed by
the Obligor describing any collateral securing such Contract, (iii) all security
agreements granting a security interest in the related Manufactured Home and all
guarantees, insurance and other agreements or arrangements of whatever character
from time to time supporting or securing payment of such Contract whether
pursuant to the agreement giving rise to such Contract or otherwise, and (iv)
all records in respect of such Contract.

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

                  "Related Documents" means the Certificates, the Pooling and
Servicing Agreement, each Subsequent Transfer Agreement and the Underwriting
Agreement among Conseco Finance, 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
Conseco Finance's representations and warranties hereunder or under any
Subsequent Purchase Agreement or any other event which requires the repurchase
of a Contract by Conseco Finance 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 Contracts" means the schedule of all
Contracts sold and transferred pursuant to this Agreement which is attached
hereto as Schedule A.

                  "Schedule of Contracts" means the Schedule of Initial
Contracts attached hereto as Schedule A as supplemented by each Schedule of
Subsequent Contracts attached to each Subsequent Purchase Agreement as Schedule
A.


                                       -2-
<PAGE>

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

                  "Subsequent Contracts" means the Contracts specified in the
Schedule of Subsequent Contracts attached as Schedule A to each Subsequent
Purchase Agreement.

                  "Subsequent Collateral Security" means the Subsequent
Collateral Security conveyed by Conseco Finance to CFSC pursuant to each
Subsequent Transfer Agreement.

                  "Subsequent Transfer Agreement" has the meaning assigned in
Section 2.3(b)(iii).

                  "Trust" means the trust created by the Trust Agreement, the
estate of which consists of the Trust Property.

                  "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 of the Trust, and
any successor trustee appointed and acting pursuant to the Trust Agreement.

                  "Trust Property" means the property and proceeds of every
description conveyed by CFSC to the Trust pursuant to the Pooling and Servicing
Agreement and pursuant to any Subsequent Transfer Agreement, together with the
Certificate Accounts (including all Eligible Investments therein 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
Conseco Finance 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
Conseco Finance, or of any predecessor or successor of Conseco Finance.




                                       -3-
<PAGE>

                                   ARTICLE II
                       CONVEYANCE OF THE INITIAL CONTRACTS
                       AND THE INITIAL COLLATERAL SECURITY

                  SECTION 2.1. Conveyance of the Initial Contracts and the
Initial Collateral Security. Subject to the terms and conditions of this
Agreement, Conseco Finance 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 Conseco Finance in and to the
Initial Contracts and the Initial Collateral Security. It is the intention of
Conseco Finance and CFSC that the transfer and assignment contemplated by this
Agreement shall constitute a sale of the Initial Contracts and the Initial
Collateral Security from Conseco Finance to CFSC, conveying good title thereto
free and clear of any Liens, and the Initial Contracts and the Initial
Collateral Security shall not be part of Conseco Finance's estate in the event
of the filing of a bankruptcy petition by or against Conseco Finance under any
bankruptcy or similar law.

                  SECTION 2.2. Purchase Price of Initial Contracts.
Simultaneously with the conveyance of the Initial Contracts and the Initial
Collateral Security to CFSC, CFSC has paid or caused to be paid to or upon the
order of Conseco Finance approximately $946,630,176.00 by wire transfer of
immediately available funds (representing the proceeds to CFSC from the sale of
the Initial Contracts before (i) deducting expenses 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 Contracts and
Subsequent Collateral Security.

                  (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 Conseco Finance of an amount equal to the purchase price of
the Subsequent Contracts (as set forth in the related Subsequent Transfer
Agreement), Conseco Finance 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 Purchase Agreement),
and CFSC hereby agrees to purchase all right, title and interest of Conseco
Finance in and to the Subsequent Contracts and the Subsequent Collateral
Security described in the related Subsequent Transfer Agreement.

                  (b) Conseco Finance shall transfer to CFSC, and CFSC shall
acquire, the Subsequent Contracts and the Subsequent Collateral Security 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) Conseco Finance shall have provided the Trustee
         and the relevant 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 Contracts;



                                       -4-
<PAGE>

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

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

                           (iv) as of each Subsequent Transfer Date, as
         evidenced by delivery of the Subsequent Transfer Instrument, that
         neither Conseco Finance 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;

                           (vii) Conseco Finance shall have delivered to CFSC an
         Officer's Certificate substantially in the form attached to the Pooling
         and Servicing Agreement as Exhibit E, confirming the satisfaction of
         each condition precedent and the representations specified in this
         Section and in Sections 3.01, 3.02 and 3.04 of the Pooling and
         Servicing Agreement;

                           (viii) the Seller and CFSC shall have delivered to
         the Trustee Opinions of Counsel addressed to S&P, Moody's and the
         Trustee with respect to the transfer of the Subsequent Contracts
         substantially in the form of the Opinions of Counsel delivered on the
         Closing Date regarding certain bankruptcy, corporate and tax matters;

                           (ix) each of the representations and warranties
         contained in Section 3.04 of the Pooling and Servicing Agreement shall
         be true and correct.

                  (c) Conseco Finance covenants to transfer to CFSC pursuant to
paragraph (a) above Subsequent Contracts with an aggregate Cut-off Date
Principal Balance approximately equal to $219,315,703.17; provided, however,
that the sole remedy of CFSC with respect to a failure of such covenant shall be
to enforce the provisions of Section 8.07 of the Pooling and Servicing
Agreement.

                                   ARTICLE III
                         REPRESENTATIONS AND WARRANTIES

                  SECTION 3.1.  Representations and Warranties of Conseco
Finance.  Conseco Finance makes the following representations and warranties,
on which CFSC relies in purchasing the Initial Contracts and the Initial
Collateral Security and in transferring the Initial Contracts and


                                       -5-
<PAGE>

the Initial Collateral Security to the Trust 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 Contracts and the Initial Collateral Security hereunder and the sale,
transfer and assignment thereof by CFSC to the Trust under the Pooling and
Servicing Agreement. Conseco Finance and CFSC agree that CFSC will assign to the
Trust all of CFSC's rights under this Agreement and that the Trust will
thereafter be entitled to enforce this Agreement against Conseco Finance in the
Trust's own name.

                  (a) Representations Regarding Contracts.  The
         representations and warranties set forth in Sections 3.02, 3.03 and
         3.04 of the Pooling and Servicing Agreement are true and correct.

                  (b) Organization and Good Standing. Conseco Finance 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 Contracts and the
         Initial Collateral Security transferred to CFSC.

                  (c) Due Qualification. Conseco Finance is duly qualified to do
         business as a foreign corporation 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. Conseco Finance 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;
         Conseco Finance has full power and authority to sell and assign the
         Initial Contracts and the Initial Collateral Security 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 Conseco
         Finance's Related Documents have been duly authorized by Conseco
         Finance by all necessary corporate action.

                  (e) Valid Sale; Binding Obligations. This Agreement and
         Conseco Finance's Related Documents have been duly executed and
         delivered, shall effect a valid sale, transfer and assignment of the
         Initial Contracts and the Initial Collateral Security, enforceable
         against Conseco Finance and creditors of and purchasers from Conseco
         Finance; and this Agreement and Conseco Finance's Related Documents
         constitute legal, valid and binding obligations of Conseco Finance
         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


                                       -6-
<PAGE>

         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 certificate of
         incorporation or bylaws of Conseco Finance, or any indenture,
         agreement, mortgage, deed of trust or other instrument to which Conseco
         Finance 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 Conseco Finance of any court or of any federal or state
         regulatory body, administrative agency or other governmental
         instrumentality having jurisdiction over Conseco Finance or any of its
         properties.

                  (g) No Proceedings. There are no proceedings or investigations
         pending or, to Conseco Finance's knowledge, threatened against Conseco
         Finance, before any court, regulatory body, administrative agency or
         other tribunal or governmental instrumentality having jurisdiction over
         Conseco Finance 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 Conseco Finance of
         its obligations under, or the validity or enforceability of, this
         Agreement or any of the Related Documents 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 or
         similar tax upon, the transfer and acquisition of the Initial Contracts
         and the Initial Collateral Security hereunder or under the Pooling and
         Servicing Agreement.

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

                  SECTION 3.2. Representations and Warranties of CFSC. CFSC
makes the following representations and warranties, on which Conseco Finance
relies in selling, assigning, transferring and conveying the Initial Contracts
and the Initial Collateral Security 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 Contracts and the Initial
Collateral Security 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 Contracts and the Initial Collateral
         Security and to transfer the Initial Contracts and the Initial
         Collateral Security to the Trust pursuant to the Pooling and Servicing
         Agreement.


                                       -7-
<PAGE>

                  (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 Contracts or the Initial Collateral Security, (ii)
         the validity or enforceability of the Initial Contracts and the Initial
         Collateral Security 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 Contracts and the Initial Collateral Security 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.

                  (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 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), 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


                                       -8-
<PAGE>

         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 Contracts and the Initial Collateral
         Security hereunder or the transfer of the Initial Contracts and the
         Initial Collateral Security 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, Conseco Finance 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) 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. Conseco Finance 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 CONSECO FINANCE

                  SECTION 4.1. Transfer of Contracts. Conseco Finance has filed
a form UCC-1 financing statement regarding the sale of the Contracts 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.
Conseco Finance shall take any other actions necessary to maintain the
perfection of the sale of the Contracts to CFSC.

                  SECTION 4.2. Costs and Expenses. Conseco Finance 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.

                  SECTION 4.3.  Indemnification.

                  (a) Conseco Finance 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 any breach of any of Conseco Finance's representations and
warranties contained herein or in any Subsequent Purchase Agreement.
Notwithstanding any other provision of this Agreement, the obligation of Conseco
Finance under this Section shall not terminate upon a Service Transfer pursuant
to Article VII of the Pooling and Servicing Agreement, except that the
obligation of Conseco Finance under this Section shall not relate to the actions
of any subsequent Servicer after a Service Transfer.


                                       -9-
<PAGE>

                  (b) No obligation or liability to any Obligor under any of the
Contracts 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) Conseco Finance 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 Contracts to CFSC
including, without limitation, any sales, gross receipts, general corporation,
personal property and costs, expenses and reasonable counsel fees in defending
against the same, whether arising by reason of the acts to be performed by
Conseco Finance 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 and CFSC thereafter collects any of such amounts from others,
CFSC will repay such amounts collected to Conseco Finance, as the case may be,
without interest.

                  SECTION 4.4. Financial Statement Disclosure. Conseco Finance's
financial statements will disclose that the Subsequent Contracts have been
transferred by Conseco Finance to CFSC, and by CFSC to the Trust, and are not
available to satisfy claims of Conseco Finance's creditors.

                                    ARTICLE V
                                   REPURCHASES

                  SECTION 5.1.  Repurchase of Contracts Upon Breach of Warranty.

                  (a) Upon the occurrence of a Repurchase Event, Conseco Finance
shall, unless such breach shall have been cured in all material respects,
repurchase such Contract from the Trust pursuant to Section 3.05 of the Pooling
and Servicing Agreement, subject to the limitation of Section 3.06 of the
Pooling and Servicing Agreement. It is understood and agreed that the obligation
of Conseco Finance to repurchase any Contract as to which a breach has occurred
and is continuing shall, if such obligation is fulfilled, constitute the sole
remedy against Conseco Finance 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 Conseco Finance to demand performance hereunder, and in connection
therewith, Conseco Finance 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 305 of the Pooling and Servicing Agreement.
Notwithstanding any other provision of this Agreement, any Subsequent Purchase
Agreement or the Pooling and Servicing Agreement or any Subsequent Transfer
Agreement to the contrary, the obligation of Conseco Finance under this Section
shall not terminate upon a termination of Conseco Finance 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 Contract under the Pooling
and Servicing Agreement.


                                      -10-
<PAGE>

                  (b) In addition to the foregoing and notwithstanding whether
the related Contract shall have been purchased by Conseco Finance, Conseco
Finance 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 Contracts. Upon deposit
of the purchase amount of any Contract repurchased or replaced by Conseco
Finance under Section 5.1, CFSC shall cause the Trustee to take such steps as
may be reasonably requested by Conseco Finance in order to assign to Conseco
Finance all of CFSC's and the Trust's right, title and interest in and to such
Contract and all security and documents and all Collateral Security 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 Contract, in any enforcement suit or legal proceeding, it is
held that Conseco Finance may not enforce any such Contract on the ground that
it shall not be a real party in interest or a holder entitled to enforce the
Contract, CFSC and the Trustee shall, at the expense of Conseco Finance, take
such steps as Conseco Finance deems reasonably necessary to enforce the
Contract, 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 Conseco Finance. Conseco Finance
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 Conseco Finance and the representations and warranties of Conseco Finance.

                  SECTION 6.2. Merger or Consolidation of Conseco Finance or
CFSC. Any corporation or other entity (i) into which Conseco Finance or CFSC may
be merged or consolidated, (ii) resulting from any merger or consolidation to
which Conseco Finance or CFSC is a party or (iii) succeeding to the business of
Conseco Finance or CFSC, in the case of CFSC, which corporation has articles of
incorporation containing provisions relating to limitations on business and
other matters substantively identical to those contained in CFSC's articles of
incorporation, provided that in any of the foregoing cases such corporation
shall execute an agreement of assumption to perform every obligation of Conseco
Finance 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 Conseco Finance or CFSC, as


                                      -11-
<PAGE>

the case may be, hereunder and under each such Subsequent Transfer Agreement
(without relieving Conseco Finance 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. Conseco Finance or CFSC shall promptly inform the
other party, 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 this 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) Conseco
Finance or CFSC, as applicable, shall have delivered written notice of such
consolidation, merger or purchase and assumption to the relevant 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) Conseco Finance 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
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 Conseco Finance and
Others. Conseco Finance 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.

                  SECTION 6.4.  Amendment.

                  (a) This Agreement and any Subsequent Transfer Agreement may
be amended by Conseco Finance 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 Noteholder.

                  (b) This Agreement may also be amended from time to time by
Conseco Finance 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 Cut-off Date 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 Contracts or, distributions that are required to
be made on any Certificate or (ii) reduce the aforesaid


                                      -12-
<PAGE>

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
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 and Fitch.
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, each Certificateholder and the Class C
Certificateholders.

                  (e) It shall not be necessary for the consent of
Certificateholders pursuant to this Section 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, as applicable,
may prescribe, including the establishment of record dates. The consent of any
Holder of a Certificate given pursuant to this Section or pursuant to any other
provision of this Agreement shall be conclusive and binding on such Holder and
on all future Holders of such Note and of any Note issued upon the transfer
thereof or in exchange thereof or in lieu thereof whether or not notation of
such consent is made upon the Note.

                  SECTION 6.5. Notices. All demands, notices and communications
to Conseco Finance 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 Conseco Finance, to
Conseco Finance Corp., 300 Landmark Towers, 345 St. Peter Street, Saint Paul,
Minnesota 55102-1639, Attention: Chief Financial Officer, or such other address
as shall be designated by Conseco Finance in a written notice delivered to the
other party or to the Trustee, as applicable, or (b) in case of CFSC, to Conseco
Finance Securitizations Corp., 1100 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.


                                      -13-
<PAGE>

                  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 Conseco Finance 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 Contracts and the
Initial Collateral Security and the Subsequent Contracts and Subsequent
Collateral Security, as the case may be, conveying good title thereto free and
clear of any Liens, from Conseco Finance to CFSC, and that the Initial Contracts
and the Initial Collateral Security and the Subsequent Contracts and Subsequent
Collateral Security shall not be a part of Conseco Finance'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, Conseco
Finance. In the event that such conveyance is determined to be made as security
for a Contract made by CFSC, the Trust or the Certificateholders to Conseco
Finance, the parties intend that Conseco Finance shall have granted to CFSC a
security interest in all of Conseco Finance's right, title and interest in and
to the Initial Contracts and the Initial Collateral Security and the Subsequent
Contracts and Subsequent Collateral Security, 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 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 Contracts and the
Initial Collateral Security to the Trust. Conseco Finance acknowledges that CFSC
intends, pursuant to the Pooling and Servicing Agreement, to convey the Initial
Contracts and the Initial Collateral Security, together with its rights under
this Agreement, to the Trust on the date hereof. Conseco Finance acknowledges
and consents to such conveyance and waives any further notice thereof and
covenants and agrees that the representations and warranties of Conseco Finance
contained in this Agreement and the rights of CFSC hereunder are intended to
benefit the Trustee, the Trust, and the Certificateholders. In furtherance of
the foregoing, Conseco Finance covenants and agrees to perform its duties and
obligations hereunder, in accordance with the terms hereof for the benefit of
the Trustee, the Trust, and the Certificateholders and that, notwithstanding
anything to the contrary in this Agreement, Conseco Finance shall be directly
liable to the Trustee and the Trust (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 Conseco Finance under this Agreement against Conseco Finance for the benefit
of the Trust and the Certificateholders.


                                      -14-
<PAGE>

                  SECTION 6.12. Nonpetition Covenant. Neither CFSC nor Conseco
Finance 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 Conseco Finance, 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 CONTRACTS








                                       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 ("Conseco Finance"), pursuant to the Transfer Agreement, dated as of
____________, _____, between CFSC and Conseco Finance.

                              W I T N E S S E T H:

                  WHEREAS, Conseco Finance 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 Conseco Finance and Conseco Finance
is transferring to CFSC the Subsequent Contracts and the Subsequent Collateral
Security.

                  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 Conseco Finance,
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.

                  "Schedule of Subsequent Contracts" means the schedule of all
manufactured housing contracts sold and transferred pursuant to this Agreement
attached hereto as Schedule A, which Schedule of Subsequent Contracts shall
supplement the Schedule of Initial Contracts attached to the Transfer Agreement.

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

                  "Subsequent Collateral Security" means the Subsequent
Collateral Security conveyed by Conseco Finance to CFSC pursuant to each
Subsequent Transfer Agreement.

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

                  2. Conveyance of the Subsequent Contracts and the Collateral
Security. Subject to the terms and conditions of this Agreement and the Transfer
Agreement, Conseco Finance 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 Conseco Finance in and to the Subsequent Contracts
and the Subsequent Transfer Agreement, including (i) all the right, title and
interest of Conseco Finance in and to the Subsequent Contracts identified on the
list attached hereto as Exhibit A (the "Subsequent Contracts"), including,
without limitation, all right, title and interest in and to the Collateral
Security and all rights to receive payments on or with respect to the


                                     Ex. A-1
<PAGE>

Subsequent Contracts (other than the principal and interest due on the
Subsequent Contracts before the applicable Cut-off Date), (ii) all rights under
every Hazard Insurance Policy relating to a Manufactured Home securing a
Subsequent Contract for the benefit of the creditor of such Subsequent Contract,
(iii) all rights under all FHA/VA Regulations pertaining to any Subsequent
Contract that is an FHA/VA Contract, (iv) the proceeds from the Errors and
Omissions Protection Policy and all rights under any blanket hazard insurance
policy to the extent they relate to the Manufactured Homes, (v) all documents
contained in the Contract Files and the Land-and-Home Contract Files relating to
the Subsequent Contracts, (vi) all rights of Conseco Finance under the
Subsequent Transfer Agreement between Conseco Finance and CFSC, and (vii) all
proceeds and products of the foregoing. It is the intention of Conseco Finance
and CFSC that the transfer and assignment contemplated by this Agreement shall
constitute a sale of the Subsequent Contracts and the Collateral Security from
Conseco Finance to CFSC, conveying good title thereto free and clear of any
Liens, and the Subsequent Contracts and the Collateral Security shall not be
part of Conseco Finance's estate in the event of the filing of a bankruptcy
petition by or against Conseco Finance under any bankruptcy or similar law.
Conseco Finance's financial statements will disclose that the Subsequent
Contracts have been transferred by Conseco Finance to CFSC, and by CFSC to the
Trust, and are not available to satisfy claims of Conseco Finance's creditors.

                  3. Purchase Price. Simultaneously with the conveyance of the
Subsequent Contracts and the Collateral Security to CFSC, CFSC has paid or
caused to be paid to or upon the order of Conseco Finance, 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 Contracts:     $________

                  (ii) Proceeds to Conseco Finance:                   $________

                  4. Representations and Warranties of Conseco Finance. Conseco
Finance makes the following representations and warranties, on which CFSC relies
in purchasing the Subsequent Contracts and the Collateral Security and in
transferring the Subsequent Contracts and the Collateral Security to the Trust
under this Agreement. Such representations are made as of the execution and
delivery of this Agreement, but shall survive the sale, transfer and assignment
of the Subsequent Contracts and the Collateral Security hereunder, and the sale,
transfer and assignment thereof by CFSC to the Trust hereunder. Conseco Finance
and CFSC agree that CFSC will assign to the Trust all of CFSC's rights under
this Agreement, and that the Trust will thereafter be entitled to enforce this
Agreement against Conseco Finance in the Trust's own name.

                  (a)  Schedule of Representations. The representations and
          warranties set forth in Sections 3.02, 3.03 and 3.04 of the Pooling
          and Servicing Agreement are true and correct.

                  (b)  Organization and Good Standing. Conseco Finance has been
         duly organized and is validly existing as a corporation in good
         standing under the laws of the


                                     Ex. A-2
<PAGE>

         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 Contracts and the Collateral Security transferred to CFSC.

                  (c) Due Qualification. Conseco Finance is duly qualified to do
         business as a foreign corporation 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. Conseco Finance has the power and
         authority to execute and deliver this Agreement and to carry out its
         terms and their terms, respectively; Conseco Finance has full power and
         authority to sell and assign the Subsequent Contracts and the
         Collateral Security 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 Conseco
         Finance 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 Contracts and the Collateral Security,
         enforceable against Conseco Finance and creditors of and purchasers
         from Conseco Finance; and this Agreement constitutes the legal, valid
         and binding obligations of Conseco Finance 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 Conseco Finance, or any indenture, agreement, mortgage, deed
         of trust or other instrument to which Conseco Finance 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 Transfer Agreement, or violate any law, order, rule
         or regulation applicable to Conseco Finance of any court or of any
         federal or state regulatory body, administrative agency or other
         governmental instrumentality having jurisdiction over Conseco Finance
         or any of its properties.

                  (g) No Proceedings.  There are no proceedings or
         investigations pending or, to Conseco Finance's knowledge, threatened
         against Conseco Finance, before any court, regulatory body,
         administrative agency or other tribunal or governmental instrumentality
         having jurisdiction over Conseco Finance or its properties
        (i) asserting the invalidity of



                                     Ex. A-3
<PAGE>

         this Agreement, (ii) seeking to prevent or 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 Conseco Finance 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 or similar tax upon, the transfer and acquisition of the
         Subsequent Contracts and the Collateral Security hereunder.

                  (h) Insolvency. As of the Subsequent Cut-off Date and the
         Subsequent Transfer Date, neither Conseco Finance 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
         Conseco Finance is located at 1100 Landmark Towers, 345 St. Peter
         Street, Saint Paul, Minnesota 55102-1639.

                  5. Representations and Warranties of CFSC. CFSC makes the
following representations and warranties, on which Conseco Finance relies in
selling, assigning, transferring and conveying the Subsequent Contracts and the
Collateral Security 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 Contracts and the Collateral Security
hereunder.

                  (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 Contracts and the Collateral
         Security, and to transfer the Subsequent Contracts and the Collateral
         Security to the Trust pursuant to this 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 CFSC's ability to
         acquire the Subsequent Contracts or the Collateral Security or the
         validity or enforceability of the Subsequent Contracts and the
         Collateral Security or to perform CFSC's obligations hereunder.

                  (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 Contracts and the Collateral
         Security 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, 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 fulfillment of the terms of this
         Agreement 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 Transfer Agreement), 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, (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
         CFSC of its obligations under, or the validity or enforceability of,
         this Agreement, 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 Contracts and the Collateral Security to the Trust.

In the event of any breach of a representation and warranty made by CFSC
hereunder, Conseco Finance 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 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. Conseco Finance 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.


                                     Ex. A-5
<PAGE>

                  6. Conditions Precedent.  The obligation of CFSC to acquire
the Subsequent Contracts and the Collateral Security hereunder is subject to the
satisfaction, on or prior to the Subsequent Transfer Date, of the following
conditions precedent:

                  (a) Representations and Warranties. Each of the
         representations and warranties made by the Conseco Finance in Section 4
         of this Agreement and in Section 3.1 of the Transfer Agreement shall be
         true and correct as of the date of this Agreement and 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 Contracts and the Collateral Security shall
         have been satisfied.

                  (c) Pooling and Servicing Agreement Representations
         and Warranties.  Each of the representations and warranties contained
         in Section 3.04 of the Pooling and Servicing Agreement shall be true
         and correct.

                  (d) Additional Information. Conseco Finance shall have
         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 Contracts and the Collateral
Security to the Trust. Conseco Finance acknowledges that CFSC intends, pursuant
to a Subsequent Transfer Instrument, to convey the Subsequent Contracts and the
Collateral Security, together with its rights under this Agreement and under the
Transfer Agreement, to the Trust on the date hereof. Conseco Finance
acknowledges and consents to such conveyance and waives any further notice
thereof and covenants and agrees that the representations and warranties of
Conseco Finance contained in this Agreement and the rights of CFSC hereunder and
thereunder are intended to benefit Trustee, the Trust and the
Certificateholders. In furtherance of the foregoing, Conseco


                                     Ex. A-6
<PAGE>

Finance covenants and agrees to perform its duties and obligations hereunder and
under this Agreement and the Transfer Agreement, in accordance with the terms
hereof and thereof for the benefit of the Trustee, the Trust and the
Certificateholders and that, notwithstanding anything to the contrary in this
Agreement or in the Transfer Agreement, Conseco Finance shall be directly liable
to the Trustee and the Trust (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 Conseco Finance under this Agreement and the Transfer Agreement
against Conseco Finance for the benefit of the Trust and 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  /s/ Phyllis A. Knight
                                   ------------------------------
                                   Name:     Phyllis A. Knight
                                   Title:    Senior Vice President and Treasurer



                              CONSECO FINANCE CORP.,
                                  as Seller

                               By  /s/ Phyllis A. Kight
                                   ------------------------------
                                   Name:     Phyllis A. Knight
                                   Title:    Senior Vice President and Treasurer




                                    Ex. A-8
<PAGE>

                                   SCHEDULE A

                         SCHEDULE OF INITIAL CONTRACTS




                                      A-1