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                                                                     EXHIBIT 4.1













          CONSECO FINANCE RECREATIONAL ENTHUSIAST CONSUMER TRUST 2001-A

                                 TRUST AGREEMENT

                           Dated as of October 1, 2001

                                      among

                     CONSECO FINANCE SECURITIZATIONS CORP.,
                                  as Depositor

                                       and

                            WILMINGTON TRUST COMPANY,
                                as Owner Trustee

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                                TABLE OF CONTENTS

                                                                          Page
                                                                          ----

ARTICLE I DEFINITIONS .......................................................1
SECTION 1.1.   Definitions ..................................................1
SECTION 1.2.   Usage of Terms ...............................................3
SECTION 1.3.   Calculations .................................................3
SECTION 1.4.   Section References ...........................................3
SECTION 1.5.   Action by or Consent of Certificateholders ...................3

ARTICLE II CREATION OF TRUST ................................................4
SECTION 2.1.   Creation of Trust ............................................4
SECTION 2.2.   Office .......................................................4
SECTION 2.3.   Purposes and Powers ..........................................4
SECTION 2.4.   Appointment of Owner Trustee .................................5
SECTION 2.5.   Initial Capital Contribution of Trust Estate .................5
SECTION 2.6.   Declaration of Trust .........................................5
SECTION 2.7.   Liability of the Certificateholders ..........................6
SECTION 2.8.   Title to Trust Property ......................................6
SECTION 2.9.   Situs of Trust ...............................................6
SECTION 2.10.  Representations and Warranties of the Depositor ..............6
SECTION 2.11.  Federal Income Tax Treatment .................................7
SECTION 2.12.  Covenants of the Certificateholders ..........................8

ARTICLE III THE CERTIFICATES ................................................9
SECTION 3.1.   Initial Ownership ............................................9
SECTION 3.2.   The Certificates .............................................9
SECTION 3.3.   Authentication of Certificates ...............................9
SECTION 3.4.   Registration of Transfer and Exchange of Certificates ........9
SECTION 3.5.   Mutilated, Destroyed, Lost or Stolen Certificates ...........11
SECTION 3.6.   Persons Deemed Owners .......................................12
SECTION 3.7.   Access to List of Certificateholders' Names and Addresses ...12
SECTION 3.8.   Maintenance of Office or Agency .............................12
SECTION 3.9.   Appointment of Paying Agent .................................12

ARTICLE IV ACTIONS BY OWNER TRUSTEE ........................................13
SECTION 4.1.   Restriction on Power of Certificateholders ..................13
SECTION 4.2.   Prior Notice to Certificateholders with Respect to
               Certain Matters .............................................13
SECTION 4.3.   Action by Certificateholders with Respect to Bankruptcy .....14
SECTION 4.4.   Restrictions on Certificateholders' Power ...................14

ARTICLE V APPLICATION OF TRUST FUNDS; CERTAIN DUTIES .......................14
SECTION 5.1.   Trust Accounts ..............................................14


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SECTION 5.2.   Application of Funds in Certificate Distribution Account ....15
SECTION 5.3.   Method of Payment ...........................................17
SECTION 5.4.   No Segregation of Monies; No Interest .......................17
SECTION 5.5.   Accounting; Reports; Tax Returns ............................17

ARTICLE VI AUTHORITY AND DUTIES OF OWNER TRUSTEE ...........................18
SECTION 6.1.   General Authority ...........................................18
SECTION 6.2.   General Duties ..............................................18
SECTION 6.3.   Action upon Instruction .....................................18
SECTION 6.4.   No Duties Except as Specified in this Agreement or
               in Instructions .............................................20
SECTION 6.5.   No Action Except under Specified Documents or Instructions ..20
SECTION 6.6.   Restrictions ................................................20
SECTION 6.7.   Administration Agreement ....................................21

ARTICLE VII CONCERNING THE OWNER TRUSTEE ...................................21
SECTION 7.1.   Acceptance of Trust and Duties ..............................21
SECTION 7.2.   Furnishing of Documents .....................................23
SECTION 7.3.   Representations and Warranties ..............................23
SECTION 7.4.   Reliance; Advice of Counsel .................................24
SECTION 7.5.   Not Acting in Individual Capacity ...........................24
SECTION 7.6.   Owner Trustee Not Liable for Certificates, Notes or
               Contracts ...................................................24
SECTION 7.7.   Owner Trustee May Own Certificates and Notes ................25

ARTICLE VIII COMPENSATION OF OWNER TRUSTEE .................................25
SECTION 8.1.   Owner Trustee's Fees and Expenses ...........................25
SECTION 8.2.   Indemnification .............................................25
SECTION 8.3.   Nonrecourse Obligations .....................................26

ARTICLE IX TERMINATION .....................................................26
SECTION 9.1.   Termination of the Trust ....................................26

ARTICLE X SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES ...........28
SECTION 10.1.  Eligibility Requirements for Owner Trustee ..................28
SECTION 10.2.  Resignation or Removal of Owner Trustee .....................28
SECTION 10.3.  Successor Owner Trustee .....................................29
SECTION 10.4.  Merger or Consolidation of Owner Trustee ....................29
SECTION 10.5.  Appointment of Co-Trustee or Separate Trustee ...............29

ARTICLE XI MISCELLANEOUS PROVISIONS ........................................31
SECTION 11.1.  Amendment ...................................................31
SECTION 11.2.  No Recourse .................................................32
SECTION 11.3.  No Petition .................................................32
SECTION 11.4.  Governing Law ...............................................32
SECTION 11.5.  Severability of Provisions ..................................32


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SECTION 11.6.  Certificates Nonassessable and Fully Paid ...................33
SECTION 11.7.  Third-Party Beneficiaries ...................................33
SECTION 11.8.  Counterparts ................................................33
SECTION 11.9.  Notices .....................................................33
SECTION 11.10. Limitation of Liability .....................................34

Exhibit A -- Form of Certificate of Trust .................................A-1
Exhibit B -- Form of Class C Certificate ..................................B-1
Exhibit C -- Form of Representation Letter and Certification ..............C-1


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         THIS TRUST AGREEMENT, dated as of October 1, 2001, is made among
Conseco Finance Securitizations Corp., a Delaware corporation, as depositor (the
"Seller"), and Wilmington Trust Company, a Delaware banking corporation, as
owner trustee (in such capacity, the "Owner Trustee").

         In consideration of the mutual agreements herein contained, and of
other good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the parties agree as follows:


                                    ARTICLE I

                                   DEFINITIONS

         SECTION 1.1. Definitions.

         Unless otherwise expressly defined herein, the terms defined in the
Sale and Servicing Agreement (defined below) shall have the same meanings in
this Agreement. Whenever capitalized and used in this Agreement, the following
words and phrases, unless otherwise specified, shall have the following
meanings:

         Administration Agreement: The Administration Agreement, dated as of
October 1, 2001, among the Administrator, the Trust, and the Indenture Trustee,
as the same may be amended and supplemented from time to time.

         Administrator: Conseco Finance Servicing Corporation, a Delaware
corporation, or any successor Administrator under the Administration Agreement.

         Agreement or "this Agreement": This Trust Agreement, all amendments and
supplements thereto and all exhibits and schedules to any of the foregoing.

         Authentication Agent: Wilmington Trust Company, or its successor in
interest, and any successor authentication agent appointed as provided in this
Agreement.

         Business Trust Statute: Chapter 38 of Title 12 of the Delaware Code, 12
Del. Codess. 3801 et seq., as the same may be amended from time to time.

         Certificate Majority: means holders of Class C Certificates
representing more than 50% of the interests of the Certificateholders as a
whole.

         Certificate Distribution Account: The account designated as the
Certificate Distribution Account in, and which is established and maintained
pursuant to, Section 5.1.

         Certificate of Trust: The Certificate of Trust substantially in the
form of Exhibit A hereto, filed for the Trust pursuant to Section 3810(a) of the
Business Trust Statute.

         Certificate Register and Certificate Registrar: The register maintained
and the registrar appointed pursuant to Section 3.4.

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         Certificateholder or Holder: A Person in whose name a Class C
Certificate is registered in the Certificate Register.

         Class C Certificates: The Class C Asset-Backed Certificates evidencing
a beneficial interest of an Owner in the Trust, substantially in the form
attached as Exhibit B.

         Code: The meaning assigned to such term in Section 5.2(f).

         Corporate Trust Office: The principal office of the Owner Trustee at
which at any particular time its corporate trust business shall be administered,
which office at the Closing Date is located at Rodney Square North, 1100 North
Market Street, Wilmington, Delaware 19890-0001, Attention: Corporate Trust
Administration; the telecopy number for the Corporate Trust Office on the date
of the execution of this Agreement is 302-651-8882.

         Depositor: The Seller in its capacity as depositor hereunder.

         ERISA: The meaning assigned to such term in Section 3.4(e).

         Expenses: The meaning assigned to such term in Section 8.2.

         Indemnified Parties: The meaning assigned to such term in Section 8.2.

         Note Depository Agreement: The agreement among the Trust, the Indenture
Trustee, the Administrator and The Depository Trust Company, dated as of the
Closing Date, relating to the Notes, substantially in the form attached as
Exhibit B to the Indenture.

         Owner Trustee: Wilmington Trust Company, or its successor in interest,
acting not individually but solely as trustee hereunder, and any successor
trustee appointed as provided in this Agreement.

         Paying Agent: Any paying agent or co-paying agent appointed pursuant to
Section 3.9, which initially shall be U.S. Bank Trust National Association.

         Record Date: With respect to any Distribution Date, the close of
business on the last Business Day immediately preceding such Distribution Date.

         Related Documents: The Transfer Agreement, the Sale and Servicing
Agreement, the Indenture, the Certificates, the Notes, the Administration
Agreement, the Note Depository Agreement and the Underwriting Agreement. The
Related Documents executed by any party are referred to herein as "such party's
Related Documents," "its Related Documents" or by a similar expression.

         Sale and Servicing Agreement: The Sale and Servicing Agreement, dated
as of October 1, 2001, among the Trust, the Seller and Conseco Finance Corp., as
Originator and Servicer, as the same may be amended and supplemented from time
to time.

         Secretary of State: The Secretary of State of the State of Delaware.


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         Seller: Conseco Finance Securitizations Corp., or its successor in
interest.

         Servicer's Certificate: The Monthly Report delivered by the Servicer to
the Trust pursuant to Section 5.14 of the Sale and Servicing Agreement.

         Trust: The trust created by this Agreement, the estate of which
consists of the Trust Property, which trust shall be known as "Conseco Finance
Recreational Enthusiast Consumer Trust 2001-A."

         Trust Accounts: The Collection Account, the Reserve Account, the
Certificate Distribution Account and the Note Distribution Account.

         Trust Property: The property and proceeds of every description conveyed
pursuant to Section 2.5 hereof and Sections 2.01 and 2.03 of the Sale and
Servicing Agreement, together with the Trust Accounts (including all Eligible
Investments therein and all proceeds therefrom).

         Underwriting Agreement: The Underwriting Agreement and related Terms
Agreement, each dated October 26, 2001, by and among Conseco Finance
Securitizations Corp., Conseco Finance Corp., and the underwriters named
therein.

         Wilmington Trust: Wilmington Trust Company, a Delaware banking
corporation.

         SECTION 1.2. 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 genders; 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; references to Persons include their permitted
successors and assigns; and the terms "include" or "including" mean "include
without limitation" or "including without limitation." To the extent that
definitions are contained in this Agreement, or in any such certificate or other
document, such definitions shall control.

         SECTION 1.3. Calculations.

         [Reserved]

         SECTION 1.4. Section References.

         All references to Articles, Sections, paragraphs, subsections, clauses,
exhibits and schedules shall be to such portions of this Agreement unless
otherwise specified.

         SECTION 1.5. Action by or Consent of Certificateholders.

         Except as expressly provided herein, any action that may be taken by
the Certificateholders under this Agreement may be taken by a Certificate
Majority. Except as expressly provided herein, any written notice or consent of
the Certificateholders delivered


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pursuant to this Agreement shall be effective if signed by Holders of the
Certificates evidencing not less than a Certificate Majority at the time of the
delivery of such notice.

                                   ARTICLE II

                                CREATION OF TRUST

         SECTION 2.1. Creation of Trust.

         There is hereby formed a trust to be known as "Conseco Finance
Recreational Enthusiast Consumer Trust 2001-A," in which name the Trust may
conduct business, make and execute contracts and other instruments and sue and
be sued.

         SECTION 2.2. Office.

         The office of the Trust shall be in care of the Owner Trustee at the
Corporate Trust Office or at such other address in Delaware as the Owner Trustee
may designate by written notice to the Certificateholders and the Depositor.

         SECTION 2.3. Purposes and Powers.

         The sole purpose of the Trust is to conserve the Trust Property and
collect and disburse the periodic income therefrom for the use and benefit of
the Certificateholders and the Noteholders, and in furtherance of such purpose
the Trust shall have the power and authority, to engage in the following
activities:

                  (i) to issue the Notes pursuant to the Indenture and the
         Certificates pursuant to this Agreement and to sell the Notes and the
         Certificates;

                  (ii) with the proceeds of the sale of the Notes and the
         Certificates, to pay the organizational, start-up and transactional
         expenses of the Trust and to pay the balance to the Seller pursuant to
         the Sale and Servicing Agreement;

                  (iii) to assign, grant, transfer, pledge, mortgage and convey
         the Trust Estate to the Indenture Trustee pursuant to the Indenture for
         the benefit of the Noteholders and to hold, manage and distribute to
         the Certificateholders pursuant to the terms of the Sale and Servicing
         Agreement any portion of the Trust Property released from the lien of,
         and remitted to the Trust pursuant to, the Indenture;

                  (iv) to enter into and perform its obligations under the
         Related Documents to which it is or is to be a party;

                  (v) to engage in those activities, including entering into
         agreements, that are necessary, suitable or convenient to accomplish
         the foregoing or are incidental thereto or connected therewith; and


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                  (vi) subject to compliance with the Related Documents, to
         engage in such other activities as may be required in connection with
         conservation of the Trust Property and the making of distributions to
         the Certificateholders and the Noteholders.

The Trust is hereby authorized to engage in the foregoing activities and any
activities that are necessary or incidental thereto. The Trust shall not engage
in any activity other than in connection with the foregoing or other than as
required or expressly authorized by the terms of this Agreement or the Related
Documents. Similarly, the Owner Trustee shall have no discretionary duties other
than performing those ministerial acts set forth above necessary to accomplish
the purpose of this Trust as set forth in the introductory sentence of this
Section.

         SECTION 2.4. Appointment of Owner Trustee.

         The Depositor hereby appoints the Owner Trustee as trustee of the Trust
effective as of the date hereof, to have all the rights, powers and duties set
forth herein and in the Business Trust Statute, and the Owner Trustee hereby
accepts such appointment.

         SECTION 2.5. Initial Capital Contribution of Trust Estate.

         The Depositor hereby sells, assigns, transfers, conveys and sets over
to the Owner Trustee, as of the date hereof, the sum of $10.00. The Owner
Trustee hereby acknowledges receipt in trust from the Depositor, as of the date
hereof, of the foregoing contribution, which shall constitute the initial Trust
Property and shall be deposited in the Certificate Distribution Account. The
Depositor shall pay organizational expenses of the Trust as they may arise or
shall, upon the request of the Owner Trustee, promptly reimburse the Owner
Trustee for any such expenses paid by the Owner Trustee.

         SECTION 2.6. Declaration of Trust.

         The Owner Trustee hereby declares that it will hold the Trust Property
in trust upon and subject to the conditions set forth herein for the use and
benefit of the Certificateholders, subject to the interests and rights in the
Trust Property granted to other Persons by the Related Documents. It is the
intention and agreement of the parties hereto that the Trust constitute a
business trust under the Business Trust Statute and that this Agreement
constitute the governing instrument of such business trust. It is the intention
and agreement of the parties hereto that, solely for income and franchise tax
purposes, the Trust shall be treated as a partnership, with the assets of the
partnership being the Contracts and the other Trust Property, the partners of
the partnership being the Certificateholders, and the Notes being debt of the
Partnership. None of the parties hereto shall make the election provided in
Treasury Regulation ss. 301.7701-3(c) to have the Trust classified as an
association taxable as a corporation. The parties agree that, unless otherwise
required by appropriate tax authorities, the Trust will file or cause to be
filed annual or other necessary returns, reports and other forms consistent with
the characterization of the Trust as a partnership for such tax purposes. On or
before the date hereof, the Owner Trustee shall file in the Office of the
Secretary of State the Certificate of Trust required by Section 3810(a) of the
Business Trust Statute, to be effective on the Closing Date. Effective as of the
date hereof, the Owner Trustee shall have all rights, powers and duties set
forth herein and in the Business Trust Statute with respect to accomplishing the
purposes of the Trust.


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         SECTION 2.7. Liability of the Certificateholders.

         No Certificateholder shall have any personal liability for any
liability or obligation of the Trust or by reason of any action taken by the
parties to this Agreement pursuant to any provisions of this Agreement or any
Related Document.

         SECTION 2.8. Title to Trust Property.

         (a) Legal title to all the Trust Property shall be vested at all times
in the Trust as a separate legal entity except where applicable law in any
jurisdiction requires title to any part of the Trust Property to be vested in a
trustee or trustees, in which case title shall be deemed to be vested in the
Owner Trustee, a co-trustee and/or a separate trustee, as the case may be.

         (b) The Certificateholders shall not have legal title to any part of
the Trust Property. The Certificateholders shall be entitled to receive
distributions with respect to their undivided ownership interest therein only in
accordance with Articles V and IX. No transfer, by operation of law or
otherwise, of any right, title or interest by any Certificateholder of its
ownership interest in the Trust Property shall operate to terminate this
Agreement or the trusts hereunder or entitle any transferee to an accounting or
to the transfer to it of legal title to any part of the Trust Property.

         SECTION 2.9. Situs of Trust.

         The Trust will be located and administered in the State of Delaware.
All bank accounts maintained by the Owner Trustee on behalf of the Trust shall
be located in the State of Delaware or the State of Minnesota. The Trust shall
not have any employees in any state other than Delaware; provided, however, that
nothing herein shall restrict or prohibit the Owner Trustee, the Servicer or any
agent of the Trust from having employees within or without the State of
Delaware. Payments will be received by the Trust only in Delaware or Minnesota,
and payments will be made by the Trust only from Delaware or Minnesota. The only
office of the Trust will be at the Corporate Trust Office in Delaware.

         SECTION 2.10. Representations and Warranties of the Depositor.

         By execution of this Agreement, the Depositor makes the following
representations and warranties with respect to itself on which the Owner Trustee
relies in accepting the Trust Property in trust and issuing the Certificates.

         (a) Organization and Good Standing. It has been duly organized and is
validly existing as a corporation in good standing under the laws of the State
of Minnesota, with power and authority to own its properties and to conduct its
business as such properties are currently owned and as such business is
currently conducted and is proposed to be conducted pursuant to this Agreement
and the Related Documents.

         (b) Due Qualification. It 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,
the conduct of its business and the performance of its obligations under this
Agreement and the Related Documents requires such qualification.


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         (c) Power and Authority; Binding Obligations. It has the power and
authority to execute and deliver this Agreement and its Related Documents and to
perform its obligations pursuant thereto; and the execution, delivery and
performance of this Agreement and its Related Documents have been duly
authorized by all necessary corporate action. When executed and delivered, this
Agreement and the Related Documents will constitute the legal, valid and binding
obligations of the Depositor enforceable in accordance with their terms, except
as enforcement of such terms may be limited by bankruptcy, insolvency or similar
laws affecting the enforcement of creditors' rights generally and by the
availability of equitable remedies.

         (d) No Consent Required. No consent, license, approval or authorization
or registration or declaration with any Person or with any governmental
authority, bureau or agency is required 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) No Violation. The consummation of the transactions contemplated by
this Agreement and the Depositor's Related Documents and the fulfillment of its
obligations under this Agreement and its 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, its articles of
incorporation or bylaws, or any indenture, agreement, mortgage, deed of trust or
other instrument to which it 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, or violate any law, order, rule or regulation applicable to it of
any court or of any federal or state regulatory body, administrative agency or
other governmental instrumentality having jurisdiction over it or any of its
properties.

         (f) No Proceedings. There are no proceedings or investigations pending
or, to its knowledge, threatened against it before any court, regulatory body,
administrative agency or other tribunal or governmental instrumentality having
jurisdiction over it 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 Notes 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 its
performance of its obligations under, or the validity or enforceability of, this
Agreement or any of the Related Documents, or (iv) seeking to adversely affect
the federal income tax or other federal, state or local tax attributes of the
Certificates or the Notes.

         SECTION 2.11. Federal Income Tax Treatment. The Seller and the Owner
Trustee agree to treat, and to take no action inconsistent with the treatment
of, the Notes as indebtedness for purposes of federal, state, local and foreign
income or franchise taxes and any other tax imposed on or measured by income.
Furthermore, subject to Section 4.1, the Seller and the Owner Trustee shall
treat the Trust as a security device only, and shall not file tax returns or
obtain an employer identification number on behalf of the Trust.

         In the event that any class of Notes is deemed to represent an equity
interest in the Trust, the Trust shall be treated for federal income tax
purposes as a partnership among the Holders of such Notes and the Seller. In the
event such a partnership if deemed to exist, the net income of


                                       7

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the Trust for any month as determined for federal income tax purposes (and each
item of income, gain, loss, deduction and credit, if any, entering into the
computation thereof) shall be allocated:

                  (a) to the Certificateholders in equal proportions; and

                  (b) in the event the Noteholders of any Class are deemed to be
         partners of the partnership created hereby, among such Noteholders as
         of the first Record Date following the end of such month in proportion
         to their ownership of the principal amount of Notes of such Class on
         such date, in an amount of such income up to the sum of the Interest
         Amount for such Class for the related Distribution Date, and the
         balance thereof shall be allocated to the Certificateholders in
         accordance with clause (a) above. If the net income of the Trust for
         any succeeding month is insufficient for the allocations to Noteholders
         described in this clause (b), if applicable, net income shall first be
         allocated to such Noteholders to make up such shortfall before being
         allocated to Certificateholders as provided above.

         In the event the Noteholders of any Class are deemed to be partners of
the partnership created hereby, net losses of the Trust, if any, for any month
as determined for federal income tax purposes (and each item of income, gain,
loss and deduction entering into the computation thereof) shall be allocated to
the Certificateholders to the extent the Certificateholders are reasonably
expected to bear the economic burden of such net losses, then net losses shall
be allocated among the Noteholders as of the first Record Date following the end
of such month in proportion to their ownership of principal amount of Notes of
such Class on such Record Date. Notwithstanding anything in this Agreement to
the contrary, the Certificateholders shall be allocated an aggregate of at least
1% of each item of income, profit, gain or loss of the Trust. The
Certificateholders are authorized to modify the allocations in this paragraph if
necessary or appropriate, in their sole discretion, for the allocations to
fairly reflect the economic income, gain or loss to the Certificateholders or
the Noteholders, or to comply with the provisions of the Code and the
accompanying Treasury Regulations.

         SECTION 2.12. Covenants of the Certificateholders.

         Each Certificateholder by becoming a Certificateholder agrees:

         (a) to be bound by the terms and conditions of the Certificates and of
this Agreement, including any supplements or amendments hereto and to perform
the obligations of a Certificateholder as set forth therein or herein, in all
respects as if it were a signatory hereto. This undertaking is made for the
benefit of the Trust, the Owner Trustee and all other Certificateholders present
and future.

         (b) if requested by the Trust, to sign such federal income tax
information return in its capacity as holder of an interest in the Trust. Each
Certificateholder also hereby agrees that in its tax returns it will not take
any position inconsistent with those taken in any tax returns filed by the
Trust.

         (c) until the completion of the events specified in Section 9.1(e), not
to, for any reason, institute proceedings for the Trust or the Seller, or to be
adjudicated a bankrupt or insolvent, or consent to the institution of bankruptcy
or insolvency proceedings against the Trust


                                       8

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or the Seller, or file a petition seeking or consenting to reorganization or
relief under any applicable federal or state law relating to bankruptcy, or
consent to the appointment of a receiver, liquidator, assignee, trustee,
sequestrator (or other similar official) of the Trust or the Seller or a
substantial part of its property, or cause or permit the Trust or the Seller to
make any assignment for the benefit of its creditors, or admit in writing its
inability to pay its debts generally as they become due, or declare or effect a
moratorium on its debt or take any action in furtherance of any such action.

                                  ARTICLE III

                                THE CERTIFICATES

         SECTION 3.1. Initial Ownership.

         Upon the formation of the Trust by the contribution by the Depositor
pursuant to Section 2.5 and until the issuance of the Certificates, the
Depositor shall be the sole beneficiary of the Trust.

         SECTION 3.2. The Certificates.

         The Class C Certificate shall be evidenced by a single certificate
issued on the Closing Date to or upon the order of the Seller. The Certificates
shall be executed on behalf of the Trust by manual or facsimile signature of any
authorized signatory of the Owner Trustee having such authority under the Owner
Trustee's seal imprinted or otherwise affixed thereon and attested on behalf of
the Owner Trustee by the manual or facsimile signature of any authorized
signatory of the Owner Trustee. Certificates bearing the manual or facsimile
signatures of individuals who were, at the time when such signatures were
affixed, authorized to sign on behalf of the Owner Trustee shall be validly
issued and entitled to the benefits of this Agreement, notwithstanding that such
individuals or any of them have ceased to be so authorized prior to the
authentication and delivery of such Certificates.

         SECTION 3.3. Authentication of Certificates.

         Simultaneously with the sale, assignment and transfer to the Trust of
the Contracts and the other Trust Property pursuant to the Sale and Servicing
Agreement, the Owner Trustee shall cause a single Certificate to be executed on
behalf of the Trust, authenticated and delivered to or upon the order of the
Seller. No Certificate shall entitle its Holder to any benefit under this
Agreement, or shall be valid for any purpose, unless there shall appear on such
Certificate a certificate of authentication substantially in the form set forth
in Exhibit B, executed by the Owner Trustee or the Authentication Agent, by
manual or facsimile signature; such authentication shall constitute conclusive
evidence that such Certificate shall have been duly authenticated and delivered
hereunder. Wilmington Trust Company is hereby initially appointed Authentication
Agent. All Certificates shall be dated the date of their authentication.

         SECTION 3.4. Registration of Transfer and Exchange of Certificates.

         (a) The Certificate Registrar shall maintain, or cause to be
maintained, at the office or agency maintained pursuant to Section 3.8, a
Certificate Register in which, subject to such


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reasonable regulations as it may prescribe, the Owner Trustee shall provide for
the registration of Certificates and of transfers and exchanges of Certificates
as provided in this Agreement. The Owner Trustee is hereby initially appointed
Certificate Registrar for the purpose of registering Certificates and transfers
and exchanges of Certificates as provided in this Agreement.

         (b) Upon surrender for registration of transfer of any Certificate at
the office or agency maintained pursuant to Section 3.8, and compliance with
subsection (c), the Owner Trustee shall execute, authenticate and deliver (or
shall cause the Authentication Agent to authenticate and deliver), in the name
of the designated transferee or transferees, one or more new Certificates, dated
the date of authentication by the Owner Trustee or any authenticating agent. At
the option of a Holder, Certificates may be exchanged for other Certificates of
the same class in authorized denominations of a like aggregate amount upon
surrender of the Certificates to be exchanged at the office or agency maintained
pursuant to Section 3.8.

         (c) (i) No transfer of a Certificate shall be made by any Person unless
         such transfer is exempt from the registration requirements of the
         Securities Act of 1933 (the "Act"), as amended, and any applicable
         state securities laws or is made in accordance with the Act and laws.
         In the event that any such transfer is to be made, (A) the Depositor
         may require a written Opinion of Counsel acceptable to and in form and
         substance satisfactory to the Depositor that such transfer may be made
         pursuant to an exemption, describing the applicable exemption and the
         basis therefor, from the Act and laws or is being made pursuant to the
         Act and laws, which Opinion of Counsel shall not be an expense of the
         Owner Trustee or the Depositor, and (B) the Owner Trustee shall require
         the transferee to execute an investment letter substantially in the
         form of Exhibit C attached hereto, which investment letter shall not be
         an expense of the Owner Trustee or the Depositor. Any Certificateholder
         desiring to effect such transfer shall, and does hereby agree to,
         indemnify the Owner Trustee, the Depositor and the Certificate
         Registrar against any liability that may result if the transfer is not
         so exempt or is not made in accordance with such federal and state
         laws. In addition, no transfer of a Certificate shall be made to an
         Affiliate of the Originator without (i) the written Opinion of Counsel
         acceptable to and in form and substance satisfactory to the Depositor
         that in the event the Originator became a debtor under the United
         States Bankruptcy Code, a court exercising reasonable judgment under
         then existing statutes and precedents would not order that the assets
         of such Affiliate be consolidated with those of the Originator, which
         opinion shall not be an expense of the Owner Trustee or the Depositor,
         and (ii) written notification from each Rating Agency to the effect
         that such transfer will not cause such Rating Agency to downgrade its
         then-current ratings, if any, of any of the Notes below the lower of
         the then-current rating or the rating assigned to such Notes as of the
         Closing Date by such Rating Agency.

                  (ii) Any transfer, sale or other disposition not in compliance
         with the provisions of this Section 3.4(c) shall be deemed to be void
         and of no legal force or effect whatsoever and such transferee shall be
         deemed to not be the Certificateholder for any purpose hereunder,
         including, but not limited to, the receipt of distributions on such
         Certificate, and shall be deemed to have no interest whatsoever in such
         Certificate.


                                       10

<PAGE>

         (a) No service charge shall be made for any registration of transfer or
exchange of Certificates, but the Owner Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or governmental charge that
may be imposed in connection with any transfer or exchange of Certificates.

         (b) The Certificates may not be acquired by or for the account of (i) a
pension, profit sharing or other employee benefit plan, or an individual
retirement account or Keogh plan, subject to Title I of ERISA or Section 4975 of
the Internal Revenue Code of 1986, as amended (a "Benefit Plan"), or (ii) any
entity whose underlying assets include "plan assets" (within the meaning of
Department of Labor ("DOL") Regulation Section 2510.3-101, 29 C.F.R. ss.
2510.3-101 or otherwise under ERISA) by reason of a Benefit Plan's investment in
the entity, including, without limitation, an insurance company acting on behalf
of its general account.

         (c) Notwithstanding anything contained herein to the contrary, the
Owner Trustee and the Certificate Registrar shall not be responsible for
ascertaining whether any transfer complies with the registration provisions or
exemptions from the Securities Act of 1933, as amended, the Securities and
Exchange Act of 1934, as amended, or applicable state securities law or the
Investment Company Act of 1940, as amended; provided, however, that if a
certificate is specifically required to be delivered to the Owner Trustee by a
purchaser or transferee of a Certificate, the Owner Trustee shall be under a
duty to examine the same to determine whether it conforms to the requirements of
this Agreement and shall promptly notify the party delivering the same if such
certificate does not so conform.

         (d) Notwithstanding the preceding provisions of this Section, the Owner
Trustee shall not be required to make, and the Certificate Registrar shall not
be required to register, transfers or exchanges of Certificates for a period of
15 days preceding the due date for any payment with respect to the Certificates.

         SECTION 3.5. Mutilated, Destroyed, Lost or Stolen Certificates.

         If (a) any mutilated Certificate is surrendered to the Certificate
Registrar, or the Certificate Registrar receives evidence to its satisfaction of
the destruction, loss or theft of any Certificate, and (b) there is delivered to
the Certificate Registrar and the Owner Trustee such security or indemnity as
may be required by them to save each of them harmless, then, in the absence of
notice to the Certificate Registrar or the Owner Trustee that such Certificate
has been acquired by a bona fide purchaser, the Owner Trustee on behalf of the
Trust shall execute, authenticate and deliver (or the Authentication Agent shall
authenticate and deliver), in exchange for or in lieu of any such mutilated,
destroyed, lost or stolen Certificate, a new Certificate of like tenor. In
connection with the issuance of any new Certificate under this Section 3.5, the
Owner Trustee may require the payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Owner Trustee and the
Certificate Registrar) connected therewith. Any duplicate Certificate issued
pursuant to this Section 3.5 shall constitute conclusive evidence of ownership
in the Trust, as if originally issued, whether or not the lost, stolen or
destroyed Certificate shall be found at any time.


                                       11

<PAGE>

         SECTION 3.6. Persons Deemed Owners.

         Prior to due presentation of a Certificate for registration of
transfer, the Owner Trustee, the Certificate Registrar and any agent of the
Owner Trustee or the Certificate Registrar may treat the person in whose name
any Certificate is registered as the owner of such Certificate for the purpose
of receiving distributions pursuant to Section 5.2 and for all other purposes
whatsoever, and neither the Owner Trustee, the Certificate Registrar nor any
agent of the Owner Trustee or the Certificate Registrar shall be affected by any
notice to the contrary.

         SECTION 3.7. Access to List of Certificateholders' Names and Addresses.

         The Owner Trustee shall furnish or cause to be furnished to the
Servicer, within 15 days after receipt by the Owner Trustee of a written request
therefor, a list, in such form as the Servicer may reasonably require, of the
names and addresses of the Certificateholders as of the most recent Record Date
for payment of distributions to Certificateholders. If three or more
Certificateholders of a Class, or one or more Certificateholders holding not
less than 25% of the interests of the Certificateholders as a whole (hereinafter
referred to as "Applicants"), apply in writing to the Owner Trustee, and such
application states that the Applicants desire to communicate with other
Certificateholders with respect to their rights under this Agreement or under
the Certificates and is accompanied by a copy of the communication that such
Applicants propose to transmit, then the Owner Trustee shall, within five
Business Days after the receipt of such application, afford such Applicants
access, during normal business hours, to the current list of Certificateholders.
Every Certificateholder, by receiving and holding a Certificate, agrees that
none of the Servicer or the Owner Trustee, nor any agent thereof, shall be held
accountable by reason of the disclosure of any such information as to the names
and addresses of the Certificateholders under this Agreement, regardless of the
source from which such information was derived.

         SECTION 3.8. Maintenance of Office or Agency.

         The Owner Trustee shall maintain in Wilmington, Delaware, an office or
offices or agency or agencies where Certificates may be surrendered for
registration of transfer or exchange and where notices and demands to or upon
the Owner Trustee in respect of the Certificates and the Related Documents may
be served. The Owner Trustee initially designates its Corporate Trust Office for
such purposes. The Owner Trustee shall give prompt written notice to the
Depositor and to the Certificateholders of any change in the location of the
Certificate Register or any such office of agency.

         SECTION 3.9. Appointment of Paying Agent.

         The Paying Agent shall make distributions to Certificateholders from
the Certificate Distribution Account pursuant to Section 5.2 and shall report
the amounts of such distributions to the Owner Trustee. Any Paying Agent shall
have the revocable power to withdraw funds from the Certificate Distribution
Account for the purpose of making the distributions referred to above. The Owner
Trustee may revoke such power and remove the Paying Agent if the Owner Trustee
determines in its sole discretion that the Paying Agent shall have failed to
perform its obligations under this Agreement in any material respect. The Trust
hereby appoints U.S. Bank


                                       12

<PAGE>

Trust National Association as Paying Agent. U.S. Bank Trust National Association
shall be permitted to resign as Paying Agent upon 30 days' written notice to the
Owner Trustee. In the event that U.S. Bank Trust National Association shall no
longer be the Paying Agent, the Owner Trustee shall appoint a successor to act
as Paying Agent (which shall be a bank or trust company). The Owner Trustee
shall cause such successor Paying Agent or any additional Paying Agent appointed
by the Owner Trustee to execute and deliver to the Owner Trustee an instrument
in which such successor Paying Agent or additional Paying Agent shall agree with
the Owner Trustee that as Paying Agent, such successor Paying Agent or
additional Paying Agent will hold all sums, if any, held by it for payment to
the Certificateholders in trust for the benefit of the Certificateholders
entitled thereto until such sums shall be paid to such Certificateholders. The
Paying Agent shall return all unclaimed funds to the Owner Trustee, and upon
removal of a Paying Agent, such Paying Agent shall also return all funds in its
possession to the Owner Trustee. The provisions of Sections 7.1, 7.3, 7.4 and
8.1 shall apply to the Owner Trustee also in its role as Paying Agent for so
long as the Owner Trustee shall act as Paying Agent and, to the extent
applicable, to any other Paying Agent appointed hereunder. Any reference in this
Agreement to the Paying Agent shall include any co-paying agent unless the
context requires otherwise.

                                   ARTICLE IV

                            ACTIONS BY OWNER TRUSTEE

         SECTION 4.1. Restriction on Power of Certificateholders.

         No Certificateholder shall have any right to vote or in any manner
otherwise control the operation and management of the Trust except as expressly
provided in this Agreement.

         SECTION 4.2. Prior Notice to Certificateholders with Respect to Certain
Matters.

         The Owner Trustee shall not take any of the following actions, unless
at least 30 days (or such shorter period as shall be required under the
circumstances) before the taking of such action, the Owner Trustee shall have
notified the Certificateholders in writing of the proposed action and the
Certificateholders shall not have notified the Owner Trustee in writing prior to
the 30th day after such notice is given that such Certificateholders have
withheld consent or provided alternative direction:

                  (a) the election by the Trust to file an amendment to the
         Certificate of Trust unless such amendment is required to be filed
         under the Business Trust Statute or unless such amendment would not
         materially and adversely affect the interests of the
         Certificateholders;

                  (b) the amendment of the Indenture by a supplemental indenture
         in circumstances where the consent of any Noteholder is required unless
         such amendment would not materially and adversely affect the interests
         of the Certificateholders; or

                  (c) the amendment, change or modification of the
         Administration Agreement, unless such amendment would not materially
         and adversely affect the interests of the Certificateholders.


                                       13

<PAGE>

         SECTION 4.3. Action by Certificateholders with Respect to Bankruptcy.

         The Owner Trustee shall not have the power to commence a voluntary
proceeding in bankruptcy relating to the Trust without the unanimous prior
approval of all Certificateholders and the delivery to the Owner Trustee by each
such Certificateholder of a certificate certifying that such Certificateholder
reasonably believes that the Trust is insolvent.

         SECTION 4.4. Restrictions on Certificateholders' Power.

         No Certificateholder shall have any right by virtue or by availing
itself of any provisions of this Agreement to institute any suit, action, or
proceeding in equity or at law upon or under or with respect to this Agreement
or any Related Document, unless the Certificateholders are the instructing party
pursuant to Section 6.3 and unless a Certificateholder previously shall have
given to the Owner Trustee a written notice of default and of the continuance
thereof, as provided in this Agreement and unless Holders of Certificates
evidencing in the aggregate not less than a 25% interest of the Certificates as
a whole shall have made written request upon the Owner Trustee to institute such
action, suit or proceeding in its own name as Owner Trustee under this Agreement
and shall have offered to the Owner Trustee such reasonable indemnity as it may
require against the costs, expenses and liabilities to be incurred therein or
thereby, and the Owner Trustee, for 30 days after its receipt of such notice,
request, and offer of indemnity, shall have neglected or refused to institute
any such action, suit, or proceeding, and during such 30-day period no request
or waiver inconsistent with such written request has been given to the Owner
Trustee pursuant to and in compliance with this Section or Section 6.3; it being
understood and intended, and being expressly covenanted by each
Certificateholder with every other Certificateholder and the Owner Trustee, that
no one or more Holders of Certificates shall have any right in any manner
whatever by virtue or by availing itself or themselves of any provisions of this
Agreement to affect, disturb, or prejudice the rights of the Holders of any
other of the Certificates, or to obtain or seek to obtain priority over or
preference to any other such Holder, or to enforce any right under this
Agreement, except in the manner provided in this Agreement and for the equal,
ratable, and common benefit of all Certificateholders. For the protection and
enforcement of the provisions of this Section 4.4, each and every
Certificateholder and the Owner Trustee shall be entitled to such relief as can
be given either at law or in equity.

                                   ARTICLE V

                   APPLICATION OF TRUST FUNDS; CERTAIN DUTIES

         SECTION 5.1. Trust Accounts.

         (a) On or prior to the Closing Date, the Depositor shall cause the
Servicer to establish the Certificate Distribution Account in the name of the
Owner Trustee for the benefit of the Certificateholders as provided in Section
6.01(c) of the Sale and Servicing Agreement. The Certificate Distribution
Account shall be an Eligible Account and initially shall be a segregated trust
account established with the Indenture Trustee and maintained with the Indenture
Trustee, so long as the Indenture Trustee is acting as Paying Agent under
Section 3.9.


                                       14

<PAGE>

         (b) The Owner Trustee shall possess all right, title and interest in
all funds on deposit from time to time in the Certificate Distribution Account
and in all proceeds thereof. If, at any time, the Certificate Distribution
Account ceases to be an Eligible Account, the Owner Trustee shall within 5
Business Days (or such longer period, not to exceed 30 calendar days, as to
which each Rating Agency may consent) establish a new Certificate Distribution
Account as an Eligible Account and shall transfer any cash and/or any
investments to such new Certificate Distribution Account.

         (c) All amounts held in the Certificate Distribution Account shall, to
the extent permitted by applicable laws, rules and regulations, be invested by
the Paying Agent in Eligible Investments as provided in Section 6.01 of the Sale
and Servicing Agreement and pursuant to the written instructions of the
Administrator that mature not later than one Business Day prior to the
Distribution Date for the Due Period to which such amounts relate. Investments
in Eligible Investments shall be made in the name of the Trust, and such
investments shall not be sold or disposed of prior to their maturity. Any
investment of funds in the Certificate Distribution Account shall be made in
Eligible Investments held by a financial institution with respect to which (a)
such institution has noted the Owner Trustee's interest therein by book entry or
otherwise and (b) a confirmation of the Owner Trustee's interest has been sent
to the Owner Trustee by such institution, provided that such Eligible
Investments are (i) specific certificated securities, and (ii) either (A) in the
possession of such institution or (B) in the possession of a clearing
corporation in New York or Delaware, registered in the name of such clearing
corporation, not endorsed for collection or surrender or any other purpose not
involving transfer, not containing any evidence of a right or interest
inconsistent with the Owner Trustee's security interest therein, and held by
such clearing corporation in an account of such institution. Subject to the
other provisions hereof, the Paying Agent on behalf of the Owner Trustee shall
have sole control over each such investment and the income thereon, and any
certificate or other instrument evidencing any such investment, if any, shall be
delivered directly to the Owner Trustee or its agent, together with each
document of transfer, if any, necessary to transfer title to such investment to
the Owner Trustee in a manner which complies with this Section 5.1. All
interest, dividends, gains upon sale and other income from, or earnings on
investment of funds in the Certificate Distribution Account shall be distributed
on the next Distribution Date pursuant to Section 5.2(a). The Depositor shall
cause the Seller to deposit in the Certificate Distribution Account an amount
equal to any net loss on such investments immediately as realized.

         SECTION 5.2. Application of Funds in Certificate Distribution Account.

         (a) On each Distribution Date the Paying Agent will, based on the
information contained in the Monthly Report delivered on the related
Distribution Date pursuant to Section 5.14 of the Sale and Servicing Agreement,
distribute to Certificateholders, on a pro rata basis to the extent of the funds
available, amounts and deposited in the Certificate Distribution Account
pursuant to Section 6.04(a)(xiii) of the Sale and Servicing Agreement:

         (b) On the Distribution Date following the date on which amounts
received in respect of the Class C Certificateholder's exercise of its option to
purchase the corpus of the Trust pursuant to Section 8.01 of the Sale and
Servicing Agreement, or pursuant to the auction of the Contracts as described in
Section 10.04 of the Indenture, are deposited in the Certificate


                                       15

<PAGE>

Distribution Account, the Paying Agent will distribute such amounts to
Certificateholders in the manner described in Section 5.2(a).

         (c) On the Distribution Date on which proceeds are deposited in the
Certificate Distribution Account pursuant to Section 8.02 of the Sale and
Servicing Agreement (or on the Distribution Date immediately following such
deposit if such proceeds are not deposited in the Certificate Distribution
Account on a Distribution Date), the Paying Agent will distribute the proceeds
so deposited in the Certificate Distribution Account to Certificateholders in
the manner described in Section 5.2(a).

         (d) On the Distribution Date following the date on which the Indenture
Trustee makes payments of money or property in respect of liquidation of the
Trust Property pursuant to Section 5.06 of the Indenture and deposits funds
received in connection with such liquidation in the Certificate Distribution
Account, the Paying Agent will distribute such funds to Certificateholders in
the manner described in Section 5.2(a).

         (e) On each Distribution Date, the Owner Trustee shall send or cause to
be sent to each Certificateholder the statement required pursuant to Section
6.05 of the Sale and Servicing Agreement.

         (f) To the extent required by the Internal Revenue Code, and applicable
federal regulations promulgated thereunder, as the same may be amended from time
to time (collectively, the "Code"), the Paying Agent shall withhold from each
payment due hereunder or under any Certificate, United States withholding taxes
at the appropriate rate, and, on a timely basis, to deposit such amounts with an
authorized depository and make such returns, filings and other reports in
connection therewith as are required of it under the Code. Any Certificateholder
which is eligible for an exemption from or reduction of withholding of United
States federal income taxes shall, from time to time, provide to the Owner
Trustee and the Paying Agent in a timely manner all appropriate and properly
completed forms indicating such eligibility, as may be necessary to permit the
Paying Agent not to withhold taxes from payments due to such Certificateholder.
In connection with the foregoing, the Owner Trustee shall promptly furnish or
cause to be furnished to each Certificateholder in a timely fashion such U.S.
Treasury forms as are required by the Code to be furnished to such
Certificateholder indicating payment of any taxes withheld from any payments by
the Paying Agent to such Certificateholder. The Owner Trustee and the Paying
Agent shall be fully protected in relying upon, and each Certificateholder by
its acceptance of a Certificate hereunder agrees to indemnify and hold the Owner
Trustee harmless against all claims or liability of any kind arising in
connection with or related to the Owner Trustee's or the Paying Agent's reliance
upon any documents, forms or information provided by any Certificateholder to
the Owner Trustee. In addition, if the Paying Agent has not withheld taxes on
any payment made to any Certificateholder, and the Paying Agent is subsequently
required to remit to any taxing authority any such amount not withheld, such
Certificateholder shall return such amount to the Paying Agent upon written
demand by the Paying Agent. In no event shall the Owner Trustee or the Paying
Agent be liable for consequential damages to any Certificateholder.


                                       16

<PAGE>

         SECTION 5.3. Method of Payment.

         Subject to Section 9.1(c), distributions required to be made to
Certificateholders on any Distribution Date shall be made to each
Certificateholder of record on the preceding Record Date either by wire
transfer, in immediately available funds, to the account of such Holder at a
bank or other entity having appropriate facilities therefor, if such
Certificateholder shall have provided to the Certificate Registrar appropriate
written instructions at least five Business Days prior to such Distribution Date
and such Holder's Certificates in the aggregate evidence a denomination of not
less than $1,000,000, or, if not, by check mailed to such Certificateholder at
the address of such holder appearing in the Certificate Register.

         SECTION 5.4. No Segregation of Monies; No Interest.

         Subject to Sections 5.1 and 5.2, monies received by or on behalf of the
Owner Trustee hereunder need not be segregated in any manner except to the
extent required by law or by the Sale and Servicing Agreement and may be
deposited under such general conditions as may be prescribed by law, and neither
the Owner Trustee or the Paying Agent shall not be liable for any interest
thereon.

         SECTION 5.5. Accounting; Reports; Tax Returns.

         (a) The Administrator has agreed pursuant to the Administration
Agreement that the Administrator shall, as appropriate: (i) maintain (or cause
to be maintained) the books of the Trust on a calendar year basis on the accrual
method of accounting, (ii) deliver to each Certificateholder, as may be required
by the Code and applicable Treasury Regulations, such information as may be
required to enable each Certificateholder to prepare its federal and state
income tax returns, (iii) in the event that the Noteholders of any Class are
deemed to be partners in a partnership, notwithstanding Section 2.11 hereof,
then to obtain a federal tax identification number for the Trust, and file or
cause to be filed such tax returns relating to the Trust, and direct the Owner
Trustee to make such elections as may from time to time be required or
appropriate under any applicable state or federal statute or rule or regulation
thereunder so as to maintain the Trust's characterization as a partnership for
federal income tax purposes, (iv) collect or cause to be collected any
withholding tax as described in and in accordance with Section 5.2(f) with
respect to income or distributions to Certificateholders and (v) file or cause
to be filed all documents required to be filed by the Trust with the Commission
and otherwise take or cause to be taken all such actions as are notified by the
Servicer to the Administrator as being required for the Trust's compliance with
all applicable provisions of state and federal securities laws.

         (b) If, notwithstanding Section 2.11 hereof, the Trust is deemed to be
a partnership for federal income tax purposes, the Owner Trustee shall sign on
behalf of the Trust the tax returns of the Trust, unless applicable law requires
the Class C Certificateholder to sign such documents, in which case such
documents shall be signed the Class C Certificateholder.

         (c) None of the parties hereto shall make the election provided in
Treasury Regulation ss. 301.7701-3(c) to have the Trust classified as an
association taxable as a corporation.


                                       17

<PAGE>

                                   ARTICLE VI

                      AUTHORITY AND DUTIES OF OWNER TRUSTEE

         SECTION 6.1. General Authority.

         The Owner Trustee is authorized and directed to execute and deliver the
Related Documents to which the Trust is to be a party and each certificate or
other document attached as an exhibit to or contemplated by the Related
Documents to which the Trust is to be a party and any amendment thereto, and on
behalf of the Trust, to direct the Indenture Trustee to authenticate and deliver
the Class A-1 Notes in the aggregate principal amount of $100,000,000, the Class
A-2 Notes in the aggregate principal amount of $175,000,000, the Class A-3 Notes
in the aggregate principal amount of $66,400,000, the Class A-PPIO Notes in the
aggregate initial notional amount of $428,100,000, the Class M-1 Notes in the
aggregate principal amount of $22,500,000, the Class M-2 Notes in the aggregate
principal amount of $23,500,000 and the Class B Notes in the aggregate principal
amount of $23,500,000. In addition to the foregoing, the Owner Trustee is
authorized, but shall not be obligated, to take all actions required of the
Trust pursuant to the Related Documents. The Owner Trustee is further
authorized, on behalf of the Trust, to enter into the Administration Agreement,
and to appoint a successor Administrator thereunder.

         SECTION 6.2. General Duties.

         It shall be the duty of the Owner Trustee to discharge (or cause to be
discharged through the Administrator or such agents as shall be appointed) all
of its responsibilities pursuant to the terms of this Agreement and the Related
Documents and to administer the Trust in the interest of the Certificateholders,
subject to the Related Documents and in accordance with the provisions of this
Agreement. The Owner Trustee undertakes to perform such duties, and only such
duties, as are specifically set forth in this Agreement or as it shall be
directed in writing by the instructing party. No implied covenants or agreements
shall be read into this Agreement. Notwithstanding the foregoing, the Owner
Trustee shall be deemed to have discharged its duties and responsibilities
hereunder and under the Related Documents to the extent the Administrator has
agreed in the Administration Agreement to perform any act or to discharge any
duty of the Trust or the Owner Trustee hereunder or under any Related Document,
and the Owner Trustee shall not be liable for the default or failure of the
Administrator to carry out its obligations under the Administration Agreement.

         SECTION 6.3. Action upon Instruction.

         (a) Subject to Article IV, the Certificateholders shall have the
exclusive right to direct the actions of the Owner Trustee in the management of
the Trust, so long as such instructions are not inconsistent with the express
terms set forth herein or in any Related Document. The Certificateholders shall
not instruct the Owner Trustee in a manner inconsistent with this Agreement or
the Related Documents.

         (b) The Owner Trustee shall not be required to take any action
hereunder or under any Related Document if the Owner Trustee shall have
reasonably determined, or shall have


                                       18

<PAGE>

been advised by counsel, that such action is contrary to the terms hereof or of
any Related Document or is otherwise contrary to law.

         (c) No provision of this Agreement shall require the Owner Trustee to
expend or risk its own funds or otherwise incur financial liability in the
performance of its duties hereunder or in the exercise of any of its rights or
powers if it shall have reasonable grounds to believe that repayment of such
funds or adequate indemnity against such risk or liability is not reasonably
assured to it.

         (d) In accepting the trusts hereby created, the Owner Trustee acts
solely as trustee hereunder and not in its individual capacity. The Owner
Trustee agrees to disburse all moneys actually received by it constituting part
of the Trust Property upon the terms of this Agreement. Notwithstanding anything
in this Agreement to the contrary, the Owner Trustee, when acting in such
capacity, shall not be personally liable or accountable to any Person, under any
circumstances, except by reason of its gross negligence, willful misconduct or
breach of its representations, warranties or covenants.

         (e) The Owner Trustee shall be under no liability (except as provided
in (d) above) for any action taken by the Owner Trustee in good faith in
reliance upon any paper, order, list, demand, request, consent, affidavit,
notice, opinion, direction, endorsement, assignment, resolution, draft or other
document, believed by it to be genuine and to have been signed by the proper
party or parties or for the disposition of moneys or Trust Property pursuant to
this Agreement. As to any fact or matter, the manner of ascertainment of which
is not specifically prescribed herein, the Owner Trustee may for all purposes
hereof rely on a certificate, signed by the president or any vice president or
by the treasurer or other authorized officer of the relevant party, as to such
fact or matter, and such certificate shall constitute full protection to the
Owner Trustee for any action taken or omitted to be taken by it in good faith in
reliance thereon.

         (f) Whenever the Owner Trustee is unable to decide between alternative
courses of action permitted or required by the terms of this Agreement or any
Related Document, the Owner Trustee shall promptly give notice (in such form as
shall be appropriate under the circumstances) to the Certificateholders
requesting instruction as to the course of action to be adopted, and to the
extent the Owner Trustee acts in good faith in accordance with any written
instruction received from the Certificateholders, the Owner Trustee shall not be
liable on account of such action to any Person. If the Owner Trustee shall not
have received appropriate instruction within ten days of such notice (or within
such shorter period of time as reasonably may be specified in such notice or may
be necessary under the circumstances) it may, but shall be under no duty to,
take or refrain from taking such action, not inconsistent with this Agreement or
the Related Documents, as it shall deem to be in the best interests of the
Certificateholders, and shall have no liability to any Person for such action or
inaction.

         (g) In the event that the Owner Trustee is unsure as to the application
of any provision of this Agreement or any Related Document or any such provision
is ambiguous as to its application, or is, or appears to be, in conflict with
any other applicable provision, or in the event that this Agreement permits any
determination by the Owner Trustee or is silent or is incomplete as to the
course of action that the Owner Trustee is required to take with respect to a
particular set of facts, the Owner Trustee may give notice (in such form as
shall be appropriate


                                       19

<PAGE>

under the circumstances) to the Certificateholders requesting instruction and,
to the extent that the Owner Trustee acts or refrains from acting in good faith
in accordance with any such instruction received, the Owner Trustee shall not be
liable, on account of such action or inaction, to any Person. If the Owner
Trustee shall not have received appropriate instruction within 10 days of such
notice (or within such shorter period of time as reasonably may be specified in
such notice or may be necessary under the circumstances) it may, but shall be
under no duty to, take or refrain from taking such action, not inconsistent with
this Agreement or the Related Documents, as it shall deem to be in the best
interests of the Certificateholders, and shall have no liability to any Person
for such action or inaction.

         SECTION 6.4. No Duties Except as Specified in this Agreement or in
Instructions.

         The Owner Trustee shall not have any duty or obligation to manage, make
any payment with respect to, register, record, sell, dispose of, or otherwise
deal with the Trust Property, or to otherwise take or refrain from taking any
action under, or in connection with, any document contemplated hereby to which
the Trust is a party, except as expressly provided by the terms of this
Agreement (including as provided in Section 6.2) or in any written instruction
received by the Owner Trustee pursuant to Section 6.3; and no implied duties or
obligations shall be read into this Agreement or any Related Document against
the Owner Trustee. The Owner Trustee shall have no responsibility for preparing,
monitoring or filing any financing or continuation statements in any public
office at any time or otherwise to perfect or maintain the perfection of any
security interest or lien granted to it hereunder or to record this Agreement or
any Related Document; however, the Owner Trustee will from time to time execute
and deliver such financing or continuation statements as are prepared by the
Servicer and delivered to the Owner Trustee in final execution form for its
execution on behalf of the Trust for the purpose of perfecting or maintaining
the perfection of such a security interest or lien or effecting such a
recording. The Owner Trustee nevertheless agrees that it will, at its own cost
and expense (and not at the expense of the Trust), promptly take all action as
may be necessary to discharge any liens on any part of the Trust Property that
are attributable to claims against the Owner Trustee in its individual capacity
that are not related to the ownership or the administration of the Trust
Property.

         SECTION 6.5. No Action Except under Specified Documents or
Instructions.

         The Owner Trustee shall not manage, control, use, sell, dispose of or
otherwise deal with any part of, the Trust Property except (i) in accordance
with the powers granted to and the authority conferred upon the Owner Trustee
pursuant to this Agreement, (ii) in accordance with the Related Documents and
(iii) in accordance with any document or instruction delivered to the Owner
Trustee pursuant to Section 6.3.

         SECTION 6.6. Restrictions.

         The Owner Trustee shall not take any action (a) that is inconsistent
with the purposes of the Trust set forth in Section 2.3 or (b) that, to the
actual knowledge of the Owner Trustee, would result in the Trust's becoming
taxable as a corporation for Federal income tax purposes. The Certificateholders
shall not direct the Owner Trustee to take action that would violate the
provisions of this Section.


                                       20

<PAGE>

         SECTION 6.7. Administration Agreement.

         (a) The Administrator is authorized to execute on behalf of the Trust
all documents, reports, filings, instruments, certificates and opinions as it
shall be the duty of the Trust to prepare, file or deliver pursuant to the
Related Documents. Upon written request, the Owner Trustee shall execute and
deliver to the Administrator a power of attorney appointing the Administrator
its agent and attorney-in-fact to execute all such documents, reports, filings,
instruments, certificates and opinions.

         (b) If the Administrator shall resign or be removed pursuant to the
terms of the Administration Agreement, the Owner Trustee may, and is hereby
authorized and empowered to, appoint or consent to the appointment of a
successor Administrator pursuant to the Administration Agreement.

         (c) If the Administration Agreement is terminated, the Owner Trustee
may, and is hereby authorized and empowered to, appoint or consent to the
appointment of a Person to perform substantially the same duties as are assigned
to the Administrator in the Administration Agreement pursuant to an agreement
containing substantially the same provisions as are contained in the
Administration Agreement.

         (d) The Owner Trustee shall promptly notify each Certificateholder of
any default by or misconduct of the Administrator under the Administration
Agreement of which the Owner Trustee has received written notice or of which a
Responsible Officer of the Owner Trustee has actual knowledge.

                                   ARTICLE VII

                          CONCERNING THE OWNER TRUSTEE

         SECTION 7.1. Acceptance of Trust and Duties.

         The Owner Trustee accepts the trusts hereby created and agrees to
perform its duties hereunder with respect to such trusts but only upon the terms
of this Agreement. The Owner Trustee also agrees to disburse all monies actually
received by it constituting part of the Trust Property upon the terms of the
Related Documents and this Agreement. The Owner Trustee shall not be answerable
or accountable hereunder or under any Related Document under any circumstances,
except (i) for its own willful misconduct or gross negligence, (ii) in the case
of the inaccuracy of any representation or warranty contained in Section 7.3,
(iii) for liabilities arising from the failure of the Owner Trustee to perform
obligations expressly undertaken by it in the last sentence of Section 6.4
hereof, (iv) for any investments issued by the Owner Trustee or any branch or
affiliate thereof in its commercial capacity or (v) for taxes, fees or other
charges on, based on or measured by, any fees, commissions or compensation
received by the Owner Trustee in connection with any of the transactions
contemplated by this Agreement or any Related Document. In particular, but not
by way of limitation (and subject to the exceptions set forth in the preceding
sentence):

         (a) The Owner Trustee shall not be liable for any error of judgment
made in good faith by a Responsible Officer of the Owner Trustee.


                                       21

<PAGE>

         (b) The Owner Trustee shall not be liable with respect to any action
taken or omitted to be taken by it in good faith in accordance with the
instructions of the Certificateholders.

         (c) No provision of this Agreement or any Related Document shall
require the Owner Trustee to expend or risk funds or otherwise incur any
financial liability in the performance of any of its rights or powers hereunder
or under any Related Document if the Owner Trustee shall have reasonable grounds
for believing that repayment of such funds or adequate indemnity against such
risk or liability is not reasonably assured or provided to it.

         (d) Under no circumstances shall the Owner Trustee be liable for
indebtedness evidenced by or arising under this Agreement or any of the Related
Documents, including the principal of and interest on the Notes.

         (e) The Owner Trustee shall not be responsible for or in respect of the
recitals herein, the validity or sufficiency of this Agreement or for the due
execution hereof by the Depositor or for the form, character, genuineness,
sufficiency, value or validity of any of the Trust Property or for or in respect
of the validity or sufficiency of the Related Documents, other than the
certificate of authentication on the Certificates, and the Owner Trustee shall
in no event assume or incur any liability, duty, or obligation to the Indenture
Trustee, any Noteholder or to any Certificateholder, other than as expressly
provided for herein and in the Related Documents.

         (f) The Owner Trustee shall not be liable for the default or misconduct
of the Administrator, the Paying Agents the Indenture Trustee or the Servicer
under any of the Related Documents or otherwise and the Owner Trustee shall have
no obligation or liability to monitor the performance of or to perform the
obligations of the Trust under this Agreement or the Related Documents that are
required to be performed by the Administrator under the Administration
Agreement, the Indenture Trustee under the Indenture, the Paying Agent under
this Agreement or the Servicer under the Sale and Servicing Agreement.

         (g) The Owner Trustee shall be under no obligation to exercise any of
the rights or powers vested in it by this Agreement, or to institute, conduct or
defend any litigation under this Agreement or otherwise or in relation to this
Agreement or any Related Document, at the request, order or direction of the
Certificateholders, unless such Certificateholders have offered to the Owner
Trustee security or indemnity satisfactory to it against the costs, expenses and
liabilities that may be incurred by the Owner Trustee therein or thereby. The
right of the Owner Trustee to perform any discretionary act enumerated in this
Agreement or in any Related Document shall not be construed as a duty, and the
Owner Trustee shall not be answerable for other than its gross negligence or
willful misconduct in the performance of any such act.

         (h) The Owner Trustee shall not be under any obligation to appear in,
prosecute or defend any action, which in its opinion may require it to incur any
out-of-pocket expense or any liability unless it shall be furnished with such
reasonable security and indemnity against such expense or liability as it may
require in accordance with the terms hereof. The Owner Trustee may, but shall be
under no duty to, undertake such action as it may deem necessary at any and all
times to protect the Trust Property and the respective rights and interests of
the Noteholders and the Certificateholders pursuant to the terms of the
Indenture and this Agreement.


                                       22

<PAGE>

         (i) The Owner Trustee may (at the expense of the Seller) consult with
counsel, and the written advice of counsel or any opinion of counsel shall be
full and complete authorization and protection in respect of any action taken or
omitted by the Owner Trustee in good faith reliance thereon.

         (j) Notwithstanding anything contained herein to the contrary, neither
Wilmington Trust nor the Owner Trustee shall be required to take any action in
any jurisdiction other than in the State of Delaware if the taking of such
action will (i) require the consent or approval or authorization or order of or
giving of notice to, or the registration with or the taking of any other action
in respect of, any state or other governmental authority or agency of any
jurisdiction other than the State of Delaware; (ii) result in any fee, tax or
other governmental charge under the laws of any jurisdiction or any political
subdivisions thereof in existence on the date hereof other than the State of
Delaware becoming payable by Wilmington Trust; or (iii) subject Wilmington Trust
to personal jurisdiction in any jurisdiction other than the State of Delaware
for causes of action arising from acts unrelated to the consummation of the
transactions by Wilmington Trust or the Owner Trustee as the case may be,
contemplated hereby. The Owner Trustee shall be entitled to obtain (at the
expense of the Seller) an opinion of counsel to determine whether any action
required to be taken pursuant to this Agreement results in the consequences
described in clauses (i), (ii) and (iii) of the preceding sentence. In the event
that said counsel advises the Owner Trustee that such action will result in such
consequences, the Owner Trustee will appoint an additional or separate trustee
to proceed with such action.

         SECTION 7.2. Furnishing of Documents.

         The Owner Trustee shall furnish to the Certificateholders, promptly
upon receipt of a written request therefor, duplicates or copies of all reports,
notices, requests, demands, certificates, financial statements and any other
instruments furnished to the Owner Trustee under the Related Documents unless
the Certificateholders have previously received such items.

         SECTION 7.3. Representations and Warranties.

         The Owner Trustee hereby represents and warrants to the Depositor and
the Certificateholders that:

         (a) It is a banking corporation duly organized and validly existing in
good standing under the laws of the State of Delaware. It has all requisite
corporate power and authority and all franchises, grants, authorizations,
consents, orders and approvals from all governmental authorities of the State of
Delaware and the United States governing its banking and trust powers necessary
to execute, deliver and perform its obligations under this Agreement.

         (b) It has taken all corporate action necessary to authorize the
execution and delivery by it of this Agreement and each Related Document to
which the Trust is a party, and this Agreement and each Related Document will be
executed and delivered by one of its officers who is duly authorized to execute
and deliver this Agreement on its behalf.

         (c) Neither the execution nor the delivery by it of this Agreement, nor
the consummation by it of the transactions contemplated hereby nor compliance by
it with any of the terms or provisions hereof will contravene any Federal or
Delaware law, governmental rule or


                                       23

<PAGE>

regulation governing the banking or trust powers of the Owner Trustee or any
judgment or order binding on it, or constitute any default under its charter
documents or bylaws or any indenture, mortgage, contract, agreement or
instrument to which it is a party or by which any of its properties may be bound
or result in the creation or imposition of any lien, charge or encumbrance on
the Trust Property resulting from actions by or claims against the Owner Trustee
individually which are unrelated to this Agreement or the Related Documents.

         SECTION 7.4. Reliance; Advice of Counsel.

         (a) The Owner Trustee shall incur no liability to anyone in acting upon
any signature, instrument, notice, resolution, request, consent, order,
certificate, report, opinion, bond, or other document or paper believed by it to
be genuine and believed by it to be signed by the proper party or parties. The
Owner Trustee may accept a certified copy of a resolution of the board of
directors or other governing body of any corporate party as conclusive evidence
that such resolution has been duly adopted by such body and that the same is in
full force and effect. As to any fact or matter the method of the determination
of which is not specifically prescribed herein, the Owner Trustee may for all
purposes hereof rely on a certificate, signed by the president or any vice
president or by the treasurer or other authorized officers of the relevant
party, as to such fact or matter, and such certificate shall constitute full
protection to the Owner Trustee for any action taken or omitted to be taken by
it in good faith in reliance thereon.

         (b) In the exercise or administration of the trusts hereunder and in
the performance of its duties and obligations under this Agreement or the
Related Documents, the Owner Trustee (i) may act directly or through its agents
or attorneys pursuant to agreements entered into with any of them, and the Owner
Trustee shall not be liable for the conduct or misconduct of such agents or
attorneys if such agents or attorneys shall have been selected by the Owner
Trustee with reasonable care, and (ii) may consult with counsel, accountants and
other skilled persons to be selected with reasonable care and employed by it.
The Owner Trustee shall not be liable for anything done, suffered or omitted in
good faith by it in accordance with the written opinion or advice of any such
counsel, accountants or other such persons and not contrary to this Agreement or
any Related Document.

         SECTION 7.5. Not Acting in Individual Capacity.

         Except as provided in this Article VII, in accepting the trusts hereby
created Wilmington Trust Company acts solely as Owner Trustee hereunder and not
in its individual capacity and all Persons having any claim against the Owner
Trustee by reason of the transactions contemplated by this Agreement or any
Related Document shall look only to the Trust Property for payment or
satisfaction thereof.

         SECTION 7.6. Owner Trustee Not Liable for Certificates, Notes or
Contracts.

         The recitals contained herein and in the Certificates and the Notes
(other than the signature and counter-signature of the Owner Trustee on the
Certificates and the Notes) shall be taken as the statements of the Depositor,
and the Owner Trustee assumes no responsibility for the correctness thereof. The
Owner Trustee makes no representations as to the validity or sufficiency of this
Agreement, of any Related Document or of the Certificates (other than the


                                       24

<PAGE>

signature and counter-signature of the Owner Trustee on the Certificates) or the
Notes (other than the signature and counter-signature of the Owner Trustee on
the Notes), or of any Contract or related documents. The Owner Trustee shall at
no time have any responsibility or liability for or with respect to the
legality, validity and enforceability of any Contract, or the perfection and
priority of any security interest created by any Contract in any Product or the
maintenance of any such perfection and priority of any security interest created
by any Contract in any Product, or for or with respect to the sufficiency of the
Trust Property or its ability to generate the payments to be distributed to
Certificateholders under this Agreement or the Noteholders under the Indenture,
including, without limitation: the existence, condition and ownership of any
Product; the existence and enforceability of any insurance thereon; the
existence and contents of any Contract or any computer or other record thereof;
the validity of the assignment of any Contract to the Trust or of any
intervening assignment; the completeness of any Contract; the performance or
enforcement of any Contract; the compliance by the Seller or the Servicer with
any warranty or representation made under any Related Document or in any related
document or the accuracy of any such warranty or representation or any action of
the Indenture Trustee or the Servicer taken in the name of the Owner Trustee.

         SECTION 7.7. Owner Trustee May Own Certificates and Notes.

         The Owner Trustee in its individual or any other capacity may become
the owner or pledgee of Certificates or Notes and may deal with the Depositor,
the Seller, the Indenture Trustee and the Servicer in banking or other
transactions with the same rights as it would have if it were not Owner Trustee.

                                  ARTICLE VIII

                          COMPENSATION OF OWNER TRUSTEE

         SECTION 8.1. Owner Trustee's Fees and Expenses.

         The Owner Trustee shall receive as compensation for its services
hereunder such fees as have been separately agreed upon before the date hereof
between Conseco Finance Corp. and the Owner Trustee (or, with respect to any
successor Owner Trustee, reasonable compensation for all services rendered by it
hereunder), and the Owner Trustee shall be entitled to be reimbursed by Conseco
Finance Corp. for its other reasonable expenses hereunder, including the
reasonable compensation, expenses and disbursements of such agents,
representatives, experts and counsel as the Owner Trustee may employ in
connection with the exercise and performance of its rights and its duties
hereunder; provided, however, that the Owner Trustee shall only be entitled to
reimbursement for such expenses hereunder to the extent such expenses (i) are
fees of outside counsel engaged by the Owner Trustee in respect of the
performance of its obligations hereunder or (ii) relate to the performance of
its obligations pursuant to Section 5.5 hereof.

         SECTION 8.2. Indemnification.

         The Originator shall be liable as primary obligor for, and shall
indemnify the Owner Trustee in its individual capacity and its successors,
assigns, agents and servants, and any co-trustee (collectively, the "Indemnified
Parties") from and against, any and all liabilities,


                                       25

<PAGE>

obligations, losses, damages, taxes, claims, actions and suits, and any and all
reasonable costs, expenses and disbursements (including reasonable legal fees
and expenses) of any kind and nature whatsoever (collectively, "Expenses") which
may at any time be imposed on, incurred by, or asserted against the Owner
Trustee or any Indemnified Party in any way relating to or arising out of this
Agreement, the Related Documents, the Trust Property, the administration of the
Trust Property or the action or inaction of the Owner Trustee hereunder, except
only that the Originator shall not be liable for or required to indemnify the
Owner Trustee from and against Expenses arising or resulting from any of the
matters described in the third sentence of Section 7.1. The indemnities
contained in this Section shall survive the resignation or termination of the
Owner Trustee or the termination of this Agreement.

         SECTION 8.3. Nonrecourse Obligations.

         Notwithstanding anything in this Agreement or any Related Document, the
Owner Trustee agrees in its individual capacity and in its capacity as Owner
Trustee for the Trust that all obligations of the Trust to the Owner Trustee
individually or as Owner Trustee for the Trust shall be recourse to the Trust
Property only and specifically shall not be recourse to the assets of any
Certificateholder.

                                   ARTICLE IX

                                   TERMINATION

         SECTION 9.1. Termination of the Trust.

         (a) The respective obligations and responsibilities of the Depositor
and the Owner Trustee created by this Agreement and the Trust created by this
Agreement shall terminate upon the later of (i) the maturity or other
liquidation of the last Contract (including the purchase as of any Distribution
Date by the Certificateholder at its option of the corpus of the Trust as
described in Section 8.01 of the Sale and Servicing Agreement) and the
subsequent distribution of amounts in respect of such Contracts as provided in
the Related Documents, or (ii) the payment to Noteholders of all amounts
required to be paid to them pursuant to the Notes and the Indenture and the
payment to Certificateholders of all amounts required to be paid to them
pursuant to this Agreement, or (iii) by the written consent of 100% of the
Noteholders and 100% of the Certificateholders. In any case, there shall be
delivered to the Owner Trustee, the Indenture Trustee and the Rating Agencies an
Opinion of Counsel that all applicable preference periods under federal, state
and local bankruptcy, insolvency and similar laws have expired with respect to
the payments pursuant to clause (ii); provided, however, that in no event shall
the trust created by this Agreement continue beyond the expiration of 21 years
from the death of the last survivor of the descendants living on the date of
this Agreement of Rose Kennedy of the Commonwealth of Massachusetts; and
provided, further, that the rights to indemnification under Section 8.2 shall
survive the termination of the Trust. The Servicer shall promptly notify the
Owner Trustee of any prospective termination pursuant to this Section 9.1. The
bankruptcy, liquidation, dissolution, termination, resignation, expulsion,
withdrawal, death or incapacity of any Certificateholder, shall not (x) operate
to terminate this Agreement or the Trust, nor (y) entitle such
Certificateholder's legal representatives or heirs to claim an accounting or to
take any


                                       26

<PAGE>

action or proceeding in any court for a partition or winding up of all or any
part of the Trust or Trust Property nor (z) otherwise affect the rights,
obligations and liabilities of the parties hereto.

         (b) Except as provided in Section 9.1(a), neither the Depositor nor any
Certificateholder shall be entitled to revoke or terminate the Trust.

         (c) Within five Business Days of receipt of notice of final
distribution on the Certificates given pursuant to Section 8.01(b) of the Sale
and Servicing Agreement, the Owner Trustee shall mail written notice to each
Certificateholder specifying (i) the Distribution Date upon which final payment
of the Certificates shall be made upon presentation and surrender of
Certificates at the office of the Paying Agent therein specified, (ii) the
amount of any such final payment, and (iii) that the Record Date otherwise
applicable to such Distribution Date is not applicable, payments being made only
upon presentation and surrender of the Certificates at the office of the Paying
Agent therein specified. The Owner Trustee shall give such notice to the
Certificate Registrar at the time such notice is given to Certificateholders. In
the event such notice is given, (i) the Indenture Trustee shall make deposits
into the Certificate Distribution Account in accordance with Section 6.04 of the
Sale and Servicing Agreement, or, (ii) in the case of an optional purchase of
Contracts pursuant to Section 8.01 of the Sale and Servicing Agreement, the
Indenture Trustee shall deposit the amount specified in Section 8.01 of the Sale
and Servicing Agreement. Upon presentation and surrender of the Certificates,
the Paying Agent shall cause to be distributed to Certificateholders amounts
distributable on such Distribution Date pursuant to Section 5.2.

         (d) In the event that all of the Certificateholders shall not surrender
their Certificates for cancellation within six months after the date specified
in the above-mentioned written notice, the Owner Trustee shall give a second
written notice to the remaining Certificateholders to surrender their
Certificates for cancellation and receive the final distribution with respect
thereto. If within one year after the second notice all the Certificates shall
not have been surrendered for cancellation, the Owner Trustee may take
appropriate steps, or may appoint an agent to take appropriate steps, to contact
the remaining Certificateholders concerning surrender of their Certificates, and
the cost thereof shall be paid out of the funds and other assets that remain
subject to this Agreement. Any funds which are payable to Certificateholders
remaining in the Trust after exhaustion of such remedies shall be distributed by
the Owner Trustee to The United Way (but only upon termination of this
Agreement), and the Certificateholders, by acceptance of their Certificates,
hereby waive any rights with respect to such funds.

         (e) Upon the winding up of the Trust and its termination, the Owner
Trustee shall cause the Certificate of Trust to be canceled by filing a
certificate of cancellation with the Secretary of State in accordance with the
provisions of Section 3810 of the Business Trust Statute.


                                       27

<PAGE>

                                    ARTICLE X

             SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES

         SECTION 10.1. Eligibility Requirements for Owner Trustee.

         The Owner Trustee shall at all times be a corporation (i) satisfying
the provisions of Section 3807(a) of the Business Trust Statute; (ii) authorized
to exercise corporate trust powers; (iii) having a combined capital and surplus
of at least $50,000,000 and subject to supervision or examination by Federal or
State authorities; (iv) having (or having a parent which has) a long-term debt
rating of at least Aa2 by Moody's or AA- by S&P and a short-term debt rating of
A-1+ from S&P or otherwise acceptable to the Rating Agencies; and (v) shall not
be an Affiliate of the Seller. If such corporation shall publish reports of
condition at least annually, pursuant to law or to the requirements of the
aforesaid supervising or examining authority, then for the purpose of this
Section, the combined capital and surplus of such corporation shall be deemed to
be its combined capital and surplus as set forth in its most recent report of
condition so published. In case at any time the Owner Trustee shall cease to be
eligible in accordance with the provisions of this Section, the Owner Trustee
shall resign immediately in the manner and with the effect specified in Section
10.2.

         SECTION 10.2. Resignation or Removal of Owner Trustee.

         The Owner Trustee may at any time resign and be discharged from the
trusts hereby created by giving written notice thereof to the Depositor at least
30 days before the date specified in such instrument. Upon receiving such notice
of resignation, the Depositor shall promptly appoint a successor Owner Trustee
meeting the qualifications set forth in Section 10.1 by written instrument, in
duplicate, one copy of which instrument shall be delivered to the resigning
Owner Trustee and one copy to the successor Owner Trustee. If no successor Owner
Trustee shall have been so appointed and have accepted appointment within 30
days after the giving of such notice of resignation, the resigning Owner Trustee
may petition any court of competent jurisdiction for the appointment of a
successor Owner Trustee.

         If at any time the Owner Trustee shall cease to be eligible in
accordance with the provisions of Section 10.1 and shall fail to resign after
written request therefor by the Depositor or if at any time the Owner Trustee
shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a
receiver of the Owner Trustee or of its property shall be appointed, or any
public officer shall take charge or control of the Owner Trustee or of its
property or affairs for the purpose of rehabilitation, conservation or
liquidation, then the Depositor may remove the Owner Trustee. If the Depositor
shall remove the Owner Trustee under the authority of the immediately preceding
sentence, the Depositor shall promptly appoint a successor Owner Trustee meeting
the qualification requirements of Section 10.1 by written instrument, in
duplicate, one copy of which instrument shall be delivered to the outgoing Owner
Trustee so removed and one copy to the successor Owner Trustee and payment of
all fees owed to the outgoing Owner Trustee.

         Any resignation or removal of the Owner Trustee and appointment of a
successor Owner Trustee pursuant to any of the provisions of this Section shall
not become effective until all fees


                                       28

<PAGE>

and expenses, including any indemnity payments, due to the outgoing Owner
Trustee have been paid and until acceptance of appointment by the successor
Owner Trustee pursuant to Section 10.3. The Depositor shall provide notice of
such resignation or removal of the Owner Trustee to each of the Rating Agencies.

         SECTION 10.3. Successor Owner Trustee.

         Any successor Owner Trustee appointed pursuant to Section 10.2 shall
execute, acknowledge and deliver to the Depositor and to its predecessor Owner
Trustee an instrument accepting such appointment under this Agreement, and
thereupon the resignation or removal of the predecessor Owner Trustee shall
become effective and such successor Owner Trustee, without any further act, deed
or conveyance, shall become fully vested with all the rights, powers, duties,
and obligations of its predecessor under this Agreement, with like effect as if
originally named as Owner Trustee. The predecessor Owner Trustee shall deliver
to the successor Owner Trustee all documents and statements and monies held by
it under this Agreement; and the predecessor Owner Trustee shall execute and
deliver such instruments and do such other things as may reasonably be required
for fully and certainly vesting and confirming in the successor Owner Trustee
all such rights, powers, duties, and obligations.

         No successor Owner Trustee shall accept appointment as provided in this
Section unless at the time of such acceptance such successor Owner Trustee shall
be eligible pursuant to Section 10.1.

         Upon acceptance of appointment by a successor Owner Trustee pursuant to
this Section, the Administrator shall mail notice of the successor Owner Trustee
to the Certificateholder, the Indenture Trustee, the Noteholders and the Rating
Agencies. If the Administrator shall fail to mail such notice within 10 days
after acceptance of appointment by the successor Owner Trustee, the successor
Owner Trustee shall cause such notice to be mailed at the expense of the
Administrator. Any successor Owner Trustee appointed hereunder shall promptly
file an amendment to the Certificate of Trust as required by the Business Trust
Statute.

         SECTION 10.4. Merger or Consolidation of Owner Trustee.

         Any corporation into which the Owner Trustee may be merged or converted
or with which it may be consolidated, or any corporation resulting from any
merger, conversion or consolidation to which the Owner Trustee shall be a party,
or any corporation succeeding to all or substantially all of the corporate trust
business of the Owner Trustee, shall be the successor of the Owner Trustee
hereunder, provided such corporation shall be eligible pursuant to Section 10.1,
without the execution or filing of any instrument or any further act on the part
of any of the parties hereto, anything herein to the contrary notwithstanding,
and provided further that the Owner Trustee shall mail notice of such merger or
consolidation to the Rating Agencies.

         SECTION 10.5. Appointment of Co-Trustee or Separate Trustee.

         Notwithstanding any other provisions of this Agreement, at any time,
for the purpose of meeting any legal requirements of any jurisdiction in which
any part of the Trust Property or any Product may at the time be located, the
Administrator and the Owner Trustee acting jointly shall have the power and
shall execute and deliver all instruments to appoint one or more Persons


                                       29

<PAGE>

approved by the Owner Trustee to act as co-trustee, jointly with the Owner
Trustee, or separate trustee or separate trustees, of all or any part of the
Trust Property, and to vest in such Person, in such capacity, such title to the
Trust, or any part thereof, and, subject to the other provisions of this
Section, such powers, duties, obligations, rights and trusts as the
Administrator and the Owner Trustee may consider necessary or desirable. If the
Administrator shall not have joined in such appointment within 15 days after the
receipt by it of a request so to do, the Owner Trustee shall have the power to
make such appointment. No co-trustee or separate trustee under this Agreement
shall be required to meet the terms of eligibility as a successor trustee
pursuant to Section 10.1 and no notice of the appointment of any co-trustee or
separate trustee shall be required pursuant to Section 10.1.

         Each separate trustee and co-trustee shall, to the extent permitted by
law, be appointed and act subject to the following provisions and conditions:

                  (i) all rights, powers, duties, and obligations conferred or
         imposed upon the Owner Trustee shall be conferred upon and exercised or
         performed by the Owner Trustee and such separate trustee or co-trustee
         jointly (it being understood that such separate trustee or co-trustee
         is not authorized to act separately without the Owner Trustee joining
         in such act), except to the extent that under any law of any
         jurisdiction in which any particular act or acts are to be performed
         the Owner Trustee shall be incompetent or unqualified to perform such
         act or acts, in which event such rights, powers, duties, and
         obligations (including the holding of title to the Trust Property or
         any portion thereof in any such jurisdiction) shall be exercised and
         performed singly by such separate trustee or co-trustee, but solely at
         the direction of the Owner Trustee;

                  (ii) no trustee under this Agreement shall be personally
         liable by reason of any act or omission of any other trustee under this
         Agreement; and

                  (iii) the Administrator and the Owner Trustee acting jointly
         may at any time accept the resignation of or remove any separate
         trustee or co-trustee.

         Any notice, request or other writing given to the Owner Trustee shall
be deemed to have been given to each of the then separate trustees and
co-trustees, as effectively as if given to each of them. Every instrument
appointing any separate trustee or co-trustee shall refer to this Agreement and
the conditions of this Article X. Each separate trustee and co-trustee, upon its
acceptance of the trusts conferred, shall be vested with the estates or property
specified in its instrument of appointment, either jointly with the Owner
Trustee or separately, as may be provided therein, subject to all the provisions
of this Agreement, specifically including every provision of this Agreement
relating to the conduct of, affecting the liability of, or affording protection
to, the Owner Trustee. Each such instrument shall be filed with the Owner
Trustee and a copy thereof given to the Administrator.

         Any separate trustee or co-trustee may at any time appoint the Owner
Trustee, its agent or attorney-in-fact with full power and authority, to the
extent not prohibited by law, to do any lawful act under or in respect of this
Agreement on its behalf and in its name. If any separate trustee or co-trustee
shall die, become incapable of acting, resign or be removed, all of its estates,


                                       30

<PAGE>

properties, rights, remedies and trusts shall vest in and be exercised by the
Owner Trustee, to the extent permitted by law, without the appointment of a new
or successor trustee.

                                   ARTICLE XI

                            MISCELLANEOUS PROVISIONS

         SECTION 11.1. Amendment.

         (a) This Agreement may be amended by the Depositor and the Owner
Trustee, without the consent of any of the Certificateholders or Noteholders,
(i) to cure any ambiguity, or (ii) to correct, supplement or modify any
provisions in this Agreement; provided, however, that such action shall not, as
evidenced by an Opinion of Counsel, adversely affect in any material respect the
interests of any Certificateholder or Noteholder.

         (b) This Agreement may also be amended from time to time, by the
Depositor and the Owner Trustee with the consent of a Certificate Majority and,
if such amendment materially and adversely affects the interests of Noteholders,
the consent of the Controlling Noteholders (which consent of any Holder of a
Certificate or Note 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 Certificate or Note and of any Certificate or 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 Certificate or Note)
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 Holders of Certificates or Notes; provided, however,
that no such amendment shall (a) increase or reduce in any manner the amount of,
or accelerate or delay the timing of, collections of payments on Contracts or
distributions that shall be required to be made on any Certificate or Note or
the Interest Rate on any Note, or (b) reduce the aforesaid percentage required
to consent to any such amendment or any waiver hereunder, without the consent of
the Holders of all Certificates and Notes then outstanding.

         (c) Prior to the execution of any such amendment or consent, the Owner
Trustee shall furnish written notification of the substance of such amendment or
consent to each Rating Agency.

         (d) Promptly after the execution of any such amendment or consent, the
Owner Trustee shall furnish written notification of the substance of such
amendment or consent to each Certificateholder and the Indenture Trustee unless
such parties have previously received such notification.

         (e) It shall not be necessary for the consent of Certificateholders or
Noteholders pursuant to Section 11.1(b) 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 any
other consents of Certificateholders and Noteholders provided for in this
Agreement) and of evidencing the authorization of the execution thereof by
Certificateholders shall be subject to such reasonable requirements as the Owner
Trustee may prescribe, including the establishment of record dates.


                                       31

<PAGE>

         (f) Prior to the execution of any amendment to this Agreement, the
Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel
stating that the execution of such amendment is authorized or permitted by this
Agreement and that all conditions precedent to the execution and delivery of
such amendment have been satisfied. The Owner Trustee may, but shall not be
obligated to, enter into any such amendment which affects the Owner Trustee's
own rights, duties or immunities under this Agreement or otherwise.

         (g) The Depositor and the Owner Trustee may amend this Agreement in
order to effect a "financial asset securitization investment trust" ("FASIT")
election for all or a portion of the Trust; provided, that (i) the Depositor
delivers an Opinion of Counsel to the Owner Trustee to the effect that such
election will not adversely affect the Federal or applicable state income tax
characterization of any outstanding Notes or Certificates or the taxability of
the Trust under Federal or applicable state income tax laws or otherwise have a
material adverse effect on the Certificates or Notes, and (ii) the requirements
of clauses (c), (d) and (f) above are met.

         SECTION 11.2. No Recourse.

         Each Certificateholder by accepting a Certificate acknowledges that
such Certificateholder's Certificates represent beneficial interests in the
Trust only and do not represent interests in or obligations of the Seller, the
Depositor, the Servicer, the Owner Trustee, the Indenture Trustee or any
Affiliate of any of the foregoing and no recourse may be had against such
parties or their assets, except as may be expressly set forth or contemplated in
this Agreement, the Certificates or the Related Documents.

         SECTION 11.3. No Petition.

         The Owner Trustee, by entering into this Trust Agreement, and each
Certificateholder, by accepting a Certificate, hereby covenant and agree that
they will not at any time institute against the Seller, the Issuer or the
Certificateholder, or join in any institution against the Seller, the Issuer or
the Certificateholder, any bankruptcy, reorganization, arrangement, insolvency
or liquidation proceedings, or other proceedings under any United States federal
or state bankruptcy or similar law in connection with any obligations relating
to the Certificates, this Trust Agreement or any of the Related Documents.

         SECTION 11.4. Governing Law.

         THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF DELAWARE 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 11.5. Severability of Provisions.

         If any one or more of the covenants, agreements, provisions or terms of
this Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms


                                       32

<PAGE>

of this Agreement and shall in no way affect the validity or enforceability of
the other provisions of this Agreement or of the Certificates or the rights of
the Holders thereof.

         SECTION 11.6. Certificates Nonassessable and Fully Paid.

         Certificateholders shall not be personally liable for obligations of
the Trust. The fractional undivided interests in the Trust represented by the
Certificates shall be nonassessable for any losses or expenses of the Trust or
for any reason whatsoever, and Certificates upon execution thereof by the Owner
Trustee pursuant to Section 3.3 are and shall be deemed fully paid.

         SECTION 11.7. Third-Party Beneficiaries.

         This Agreement shall inure to the benefit of and be binding upon the
parties hereto and their respective successors and permitted assigns. The
parties further agree that the Indenture Trustee, the Noteholders and the
Certificateholders shall be deemed to be third party beneficiaries of this
Agreement to the extent expressly provided herein. However, the Owner Trustee
will not be deemed to be a fiduciary of the Indenture Trustee, the Noteholders
or the Certificateholders. Except as otherwise provided in this Agreement, no
other Person shall have any right or obligation hereunder.

         SECTION 11.8. Counterparts.

         For the purpose of facilitating its execution 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 11.9. Notices.

         All demands, notices and communications under this Agreement shall be
in writing, personally delivered or mailed by certified mail, return receipt
requested, and shall be deemed to have been duly given upon receipt (a) in the
case of the Depositor, at the following address: c/o Conseco Finance Corp., 1100
Landmark Towers, 345 St. Peter Street, St. Paul, Minnesota 55102-1639,
Attention: Chief Financial Officer, (b) in the case of the Owner Trustee, at the
Corporate Trust Office, and (c) in the case of each Rating Agency, 99 Church
Street, New York, New York 10007, Attention: Structured Finance Surveillance
Group (for Moody's); and 55 Water Street, 35th Floor, New York, New York 10041
Attention: Asset-Backed Surveillance (for Standard & Poor's); or at such other
address as shall be designated by any such party in a written notice to the
other parties. Notwithstanding the foregoing, any notice required or permitted
to be mailed to a Certificateholder shall be given by first class mail, postage
prepaid, at the address of such Holder as shown in the Certificate Register, and
any notice so mailed within the time prescribed in this Agreement shall be
conclusively presumed to have been duly given, whether or not the
Certificateholder receives such notice.


                                       33

<PAGE>

         SECTION 11.10. Limitation of Liability.

         It is expressly understood and agreed by the parties hereto that (a)
this Agreement is executed and delivered by Wilmington Trust Company, not
individually or personally but solely as Owner Trustee of Conseco Finance
Recreational Enthusiast Consumer Trust 2001-A, in the exercise of the powers and
authority conferred and vested in it, (b) each of the representations,
undertakings and agreements herein made on the part of the Issuer is made and
intended not as personal representations, undertakings and agreements by
Wilmington Trust Company but is made and intended for the purpose for binding
only the Issuer, (c) nothing herein contained shall be construed as creating any
liability on Wilmington Trust Company, individually, or personally, to perform
any covenant either expressed or implied contained herein, all such liability,
if any, being expressly waived by the parties hereto and by any Person claiming
by, through or under the parties hereto and (d) under no circumstances shall
Wilmington Trust Company be personally liable for the payment of any
indebtedness or expenses of the Issuer or be liable for the breach or failure of
any obligation, representation, warranty or covenant made or undertaken by the
Issuer under this Agreement or any other related documents.


                                       34

<PAGE>

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

                                    CONSECO FINANCE SECURITIZATIONS CORP.,
                                    as Depositor

                                    By  /s/ Timothy R. Jacobson
                                        -------------------------------------
                                        Name:  TIMOTHY R. JACOBSON
                                        Title: Vice President and
                                                 Assistant Treasurer



                                    WILMINGTON TRUST COMPANY,
                                    as Owner Trustee

                                    By  /s/ James P. Lawler
                                        -------------------------------------
                                        Name:  JAMES P. LAWLER
                                        Title: Vice President



Acknowledged (with respect to
Section 8.2):

CONSECO FINANCE CORP.

By: /s/ Timothy R. Jacobson
    -------------------------------
    Name:  TIMOTHY R. JACOBSON
    Title: Vice President and
             Assistant Treasurer





<PAGE>

                                                                       EXHIBIT A

                             CERTIFICATE OF TRUST OF
          CONSECO FINANCE RECREATIONAL ENTHUSIAST CONSUMER TRUST 2001-A

         THIS Certificate of Trust of CONSECO FINANCE RECREATIONAL ENTHUSIAST
CONSUMER TRUST 2001-A (the "Trust"), dated as of October 1, 2001, is being duly
executed and filed by the undersigned, a Delaware corporation, as trustee, to
form a business trust under the Delaware Business Trust Act (12 Del. Code, ss.
3801 et seq.).

         1. Name. The name of the business trust formed hereby is CONSECO
FINANCE RECREATIONAL ENTHUSIAST CONSUMER TRUST 2001-A.

         2. Delaware Trustee. The name and business address of the trustee of
the Trust in the State of Delaware is Wilmington Trust Company, Rodney Square
North, 1100 North Market Street, Wilmington, Delaware 19890-0001, Attention:
Corporate Trust Administration.

         3. This Certificate of Trust will be effective October 1, 2001.

         IN WITNESS WHEREOF, the undersigned has duly executed this Certificate
of Trust in accordance with Section 3811(a) of the Act.


                                      WILMINGTON TRUST COMPANY,
                                      as Owner Trustee

                                      By
                                          -------------------------------------
                                          Name:
                                          Title:











                                      A-1


<PAGE>

                                                                       EXHIBIT B

                           FORM OF CLASS C CERTIFICATE

THIS CLASS C CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE NOTES TO THE
EXTENT DESCRIBED IN THE SALE AND SERVICING AGREEMENT, THE INDENTURE AND THE
TRUST AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 3.4 OF THE TRUST AGREEMENT REFERRED TO HEREIN.

         CONSECO FINANCE RECREATIONAL ENTHUSIAST CONSUMER TRUST 2001-A
evidencing a beneficial interest in the Trust, as defined below, the property of
which includes a pool of retail installment sale contracts and promissory notes
secured by recreational vehicles, marine products, motorcycles, horse trailers,
sports vehicles and keyboards and sold to the Trust by Conseco Finance
Securitizations Corp.

This Certificate does not represent an obligation of, or an interest in, Conseco
Finance Corp. or any affiliate thereof.

Certificate No.                         Percentage Interest:  ____%

First Distribution Date:
November 15, 2001

Servicer:
Conseco Finance Corp.

         This Certificate may not be acquired by (a) a pension, profit sharing
or other employee benefit plan, or an individual retirement account or Keogh
Plan, subject to Title I of ERISA or Section 4975 of the Internal Revenue Code
of 1986, as amended (a "Benefit Plan") or (b) an entity whose underlying assets
include plan assets by reason of such Benefit Plan's investment in the entity
(including an insurance company acting on behalf of its general account) (each,
a "Benefit Plan Investor"). Prior to its purchase of this Certificate, the
proposed transferee of such Certificate must certify in writing (in the form of
letter attached as Exhibit C to the Trust Agreement) to the Seller, the
Servicer, the Owner Trustee and the Underwriters that it is not a Benefit Plan
Investor. Any transfer of this Certificate in violation of the foregoing shall
be void and of no effect.

         THIS CERTIFIES THAT Conseco Finance Vehicle Securitizations Corp. is
the registered owner of a nonassessable, fully paid, fractional undivided
interest in Conseco Finance

                                      B-1

<PAGE>

Recreational Enthusiast Consumer Trust 2001-A (the "Trust"). The Trust was
created pursuant to a Trust Agreement, dated as of October 1, 2001 (the "Trust
Agreement"), between Conseco Finance Securitizations Corp., as depositor (the
"Depositor"), and Wilmington Trust Company, not in its individual capacity but
solely as Owner Trustee (the "Owner Trustee"), a summary of certain of the
pertinent provisions of which is set forth below. To the extent not otherwise
defined herein, the capitalized terms used herein have the meanings assigned to
them in the Trust Agreement or the Sale and Servicing Agreement, dated as of
October 1, 2001 (the "Sale and Servicing Agreement"), among the Trust, the
Depositor and Conseco Finance Corp., as Originator and Servicer.

         This Certificate is the duly authorized Class C Certificate issued
under the Trust Agreement (herein called the "Class C Certificate"). The Trust
has also issued under the Indenture, dated as of October 1, 2001, between the
Trust and U.S. Bank Trust National Association, as trustee, the Asset-Backed
Notes (the "Notes") designated as the Class A-1, Class A-2, Class A-3, Class
A-PPIO, Class M-1, Class M-2 and Class B Notes. This Class C Certificate is
issued under and is subject to the terms, provisions and conditions of the Trust
Agreement, to which Trust Agreement the Holder of this Certificate by virtue of
the acceptance hereof assents and by which such Holder is bound. The property of
the Trust includes (as more fully described in the Trust Agreement) a pool of
retail installment sale contracts and promissory notes (the "Contracts") for
recreational vehicles, marine products, motorcycles house trailers, sports
vehicles and keyboards (the "Products"), certain monies due thereunder on or
after the Cutoff Date, an assignment of the Seller's security interests in the
Products, certain bank accounts and property (including the right to receive
Liquidation Proceeds) securing the Contracts, and proceeds of all of the
foregoing.

         Under the Trust Agreement, there will be distributed on the 15th day of
each month or, if such 15th day is not a Business Day, the next succeeding
Business Day (the "Distribution Date"), commencing on November 15, 2001, to the
person in whose name this Certificate is registered at the close of business on
the Business Day immediately preceding such Distribution Date (the "Record
Date"), such Certificateholder's fractional undivided interest in the amounts
then distributable on the Class C Certificate to the extent of the funds
available therefor.

         It is the intent and agreement of the Depositor, the Servicer and the
Certificateholders that, for purposes of Federal income, state and local income
and franchise and any other income taxes, the Trust will be treated as a
partnership and the Certificateholders will be treated as partners in that
partnership. The Certificateholders, by acceptance of a Certificate, agree to
treat, and to take no action inconsistent with the treatment of, the
Certificates for such tax purposes as partnership interests in the Trust.

         The Certificateholder, by its acceptance of a Class C Certificate,
covenants and agrees that it will not at any time institute against or join in
any institution against the Depositor or the Trust of any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings, or other
proceedings under any United States Federal or state bankruptcy or similar law
in connection with any obligations relating to the Certificates, the Notes, the
Trust Agreement or any of the Related Documents.

                                      B-2

<PAGE>

         Except as provided in the Trust Agreement, distributions on this Class
C Certificate will be made by the Paying Agent by check or money order mailed to
the Certificateholder of record in the Certificate Register without the
presentation or surrender of this Certificate or the making of any notation
hereon. Except as otherwise provided in the Trust Agreement and notwithstanding
the above, the final distribution on this Certificate will be made after due
notice by the Paying Agent of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency
maintained for that purpose by the Owner Trustee. The Record Date otherwise
applicable to distributions shall not be applicable to such final distribution.

         The Class C Certificates do not represent an obligation of, or an
interest in, the Depositor, the Servicer, the Owner Trustee or any Affiliate of
any of them. The Class C Certificates are limited in right of payment to certain
collections and recoveries respecting the Contracts, all as more specifically
set forth in the Trust Agreement. A copy of the Trust Agreement may, upon
request, be examined by any Certificateholder during normal business hours at
the principal office of the Depositor and at such other places, if any,
designated by the Depositor.

         The Trust Agreement permits, with certain exceptions therein provided,
the amendment thereof and the modification of the rights and obligations of the
parties thereto and the rights of the Certificateholders under the Trust
Agreement at any time by the Depositor and the Owner Trustee. In certain limited
circumstances, the Trust Agreement may only be amended with the consent of the
Holders of Certificates evidencing not less than a Certificate Majority. Any
such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and on all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.

         As provided in the Trust Agreement and subject to certain limitations
set forth therein, the transfer of this Certificate is registrable in the
Certificate Registrar upon surrender of this Certificate for registration of
transfer at the offices or agencies of the Certificate Registrar maintained by
the Owner Trustee in Wilmington, Delaware accompanied by a written instrument of
transfer in form satisfactory to the Owner Trustee and the Certificate Registrar
duly executed by the Holder hereof or such Holder's attorney duly authorized in
writing, and thereupon one or more new Certificates of authorized denominations
evidencing the same aggregate fractional undivided interest in the Trust issued
to the designated transferee. The initial Certificate Registrar appointed under
the Trust Agreement is Wilmington Trust Company.

         As provided in the Trust Agreement and subject to certain limitations
therein set forth, Class C Certificates are exchangeable for new Class C
Certificates of a like interest, as requested by the Holder surrendering the
same. No service charge will be made for any such registration of transfer or
exchange, but the Owner Trustee may require payment of a sum sufficient to cover
any tax or governmental charges payable in connection therewith.

         The Owner Trustee, the Certificate Registrar and any agent of the Owner
Trustee or the Certificate Registrar may treat the person in whose name this
Class C Certificate is registered as the owner hereof for the purpose of
receiving distributions and for all other purposes, and neither

                                      B-3

<PAGE>

the Owner Trustee, the Certificate Registrar nor any such agent shall be
affected by any notice to the contrary.

         The obligations and responsibilities created by the Trust Agreement and
the Trust created thereby shall terminate upon the payment to Class C
Certificateholders of all amounts required to be paid to them pursuant to the
Trust Agreement and the disposition of all property held as part of the Trust.
The Class C Certificateholder may at its option purchase the corpus of the Trust
at a price specified in the Sale and Servicing Agreement, and such purchase of
the Contracts and other property of the Trust will effect early retirement of
the Certificates; provided, however, such right of purchase is exercisable only
as of a Record Date as of which the Pool Scheduled Principal Balance is less
than or equal to 10% of the Cutoff Date Pool Principal Balance.

         The recitals contained herein shall be taken as the statements of the
Depositor or the Servicer, as the case may be, and the Owner Trustee assumes no
responsibility for the correctness thereof. The Owner Trustee makes no
representations as to the validity or sufficiency of this Class C Certificate or
of any Contract or related document.

         Unless the certificate of authentication hereon shall have been
executed by an authorized officer of the Owner Trustee, by manual or facsimile
signature, this Certificate shall not entitle the Holder hereof to any benefit
under the Trust Agreement or the Sale and Servicing Agreement or be valid for
any purpose.

         IN WITNESS WHEREOF, the Owner Trustee on behalf of the Trust and not in
its individual capacity has caused this Certificate to be duly executed.

Dated:  October ___, 2001

                                 CONSECO FINANCE RECREATIONAL
                                 ENTHUSIAST CONSUMER TRUST 2001-A

                                 By WILMINGTON TRUST COMPANY, not in its
                                 individual capacity but solely on behalf of
                                 the Issuer as Owner Trustee under the Trust
                                 Agreement


                                 By
                                     ------------------------------------------
                                     Name:
                                     Title:







                                      B-4

<PAGE>

                  OWNER TRUSTEE'S CERTIFICATE OF AUTHENTICATION

         This is one of the Certificates referred to in the within-mentioned
Trust Agreement.

                                    WILMINGTON TRUST COMPANY, not in its
                                    individual capacity but solely as Owner
                                    Trustee


                                    By:
                                        ---------------------------------------
                                        as Authenticating Agent



















                                      B-5

<PAGE>

                                   ASSIGNMENT

         FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers
unto ______________________________________________________________ (PLEASE
INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE)


(Please print or typewrite name and address, including postal zip code, of
assignee)

the within Certificate, and all rights thereunder, hereby irrevocably
constituting and appointing

Attorney to transfer said Certificate on the books of the Certificate Registrar,
with full power of substitution in the premises.

Dated:  *

                                            Signature Guaranteed:



_____________________________________________________________________________*

*NOTICE: The signature to this assignment must correspond with the name as it
appears upon the face of the within Certificate in every particular, without
alteration, enlargement or any change whatsoever. Such signature must be
guaranteed by a member firm of The New York Stock Exchange, Inc. or a commercial
bank or trust company.

















                                      B-6

<PAGE>

                                                                       EXHIBIT C

                 FORM OF REPRESENTATION LETTER AND CERTIFICATION

Conseco Finance Securitizations Corp.    Wilmington Trust Company
1100 Landmark Towers                     Rodney Square North
345 St. Peter Street                     1100 North Market Street
St. Paul, MN  55102                      Wilmington, Delaware  19890-0001
Attention:  Chief Financial Officer      Attn:  Corporate Trust Administration

         Re: Conseco Finance Recreational Enthusiast Consumer Trust 2001-A

Ladies and Gentlemen:

         This is to notify you as to the transfer of Conseco Finance
Recreational Enthusiast Consumer Trust 2001-A Class C Certificate, No. ____.

         The undersigned is the holder of the Class C Certificate and with this
notice hereby deposits with the Trustee a certificate representing the
Certificate and requests that Class C Certificates in the same percentage
interest be issued and executed on behalf of the Trust and authenticated by the
Trustee, as specified in the Trust Agreement, and registered to the purchaser on
________,____, as follows:

         Name:
         Denominations:
         Address:
         Taxpayer I.D. No.:

         In connection with the proposed purchase, the undersigned hereby
confirms that:

         1. The undersigned is not (a) a pension, profit sharing or other
employee benefit plan, or an individual retirement account or Keogh Plan,
subject to Title I of ERISA or Section 4975 of the Internal Revenue Code of
1986, as amended (a "Benefit Plan") or (b) an entity whose underlying assets
include plan assets by reason of such Benefit Plan's investment in the entity
(including an insurance company acting on behalf of its general account) (each,
a "Benefit Plan Investor").

         2. The undersigned understands that the Class C Certificate has not
been and will not be registered under the Securities Act of 1933 (the "1933
Act") and may be resold (which resale is not currently contemplated) only if
registered pursuant to the provisions of the 1933 Act or if an exemption from
registration is available, that Conseco Finance Securitizations Corp. is not
required to register the Class C Certificate and that any transfer must comply
with Section 3.4 of the Trust Agreement relating to the Certificates.

         3. The undersigned will comply with all applicable federal and state
securities laws in connection with any subsequent resale of the Class C
Certificate.

                                      C-1

<PAGE>

         4. The undersigned is a sophisticated institutional investor and has
knowledge and experience in financial and business matters and is capable of
evaluating the merits and risks of its investment in the Class C Certificate and
is able to bear the economic risk of such investment.

         5. The undersigned is acquiring the Class C Certificate as principal
for its own account (or for the account of one or more other institutional
investors for which it is acting as duly authorized fiduciary or agent) for the
purpose of investment and not with a view to or for sale in connection with any
distribution thereof, subject nevertheless to any requirement of law that the
disposition of the undersigned's property shall at all times be and remain
within its control.

         6. The undersigned understands that such Class C Certificate will bear
a legend substantially as set forth in the form of Class C Certificate included
in the Trust Agreement.

         7. The undersigned agrees that it will obtain from any undersigned of
the Class C Certificate from it the same representations, warranties and
agreements contained in the foregoing paragraphs 1 through 6 and in this
paragraph 7.

         8. The undersigned understands that any purported transfer of any Class
C Certificate in contravention of the restrictions and conditions set forth in
paragraphs 1 through 7 above (including any violation of the representation in
paragraph 1 by an investor who continues to hold a Class C Certificate occurring
any time after the transfer in which it acquired such Class C Certificate) shall
be null and void, and the purported transferee shall not be recognized by the
Trust or any other person as a Certificateholder for any purpose.

         9. The person signing this letter on behalf of the ultimate beneficial
purchaser of the Class C Certificate has been duly authorized by such beneficial
purchaser of the Class C Certificate to do so.

         10. The Class C Certificate purchased by the undersigned should be
registered in the name set forth on Schedule 1 hereto. All payments on the Class
C Certificates held by the undersigned should be wired in accordance with the
instructions set forth on Schedule 1 hereto unless the undersigned otherwise
notifies the Owner Trustee in writing.

                                       C-2

<PAGE>

         You are entitled to rely upon this letter, and the undersigned
understands that, in granting their respective consents to the purchase of Class
C Certificate, the Depositor, the Servicer, the Trustee and the Underwriter will
rely on the undersigned's representations and warranties in this letter and on
the undersigned's certifications in the documents delivered by the undersigned
to the Depositor, the Servicer, the Owner Trustee or the Underwriter in
conjunction with the purchase of Class C Certificate by the undersigned. You are
irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or legal proceeding or official inquiry with respect
to the matters covered hereby.

                                        Very truly yours,

                                        [NAME OF HOLDER OF CERTIFICATE]


                                        By:
                                            ----------------------------------
                                            Name, Chief Financial or other
                                            Executive Officer























                                      C-3

<PAGE>

                                                                      SCHEDULE 1
                                                                      ----------

                      Registration and Payment Instructions
                      -------------------------------------


Registration Instructions:
-------------------------

Full Legal Name of Purchaser: ________________________________________________

Name in Which Certificates Should be Registered: _____________________________

Number and Denomination of Certificates: _____________________________________


Payment Instructions:
--------------------

Name of Bank: ________________________________________________________________
Address of Bank: _____________________________________________________________
Account Name: ________________________________________________________________
Account Number: ______________________________________________________________
ABA Number: __________________________________________________________________
Reference: ___________________________________________________________________


Notice Information:
------------------

Address: _____________________________________________________________________
Attention: ___________________________________________________________________
Telephone: ___________________________________________________________________
Telefax: _____________________________________________________________________




















                                      C-4