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                                                                     EXHIBIT 4.4








                               TRANSFER AGREEMENT

                                     between

                      CONSECO FINANCE SECURITIZATIONS CORP.



                                    Purchaser

                                       and

                              CONSECO FINANCE CORP.


                                     Seller

                                   dated as of

                                 October 1, 2001

          CONSECO FINANCE RECREATIONAL ENTHUSIAST CONSUMER TRUST 2001-A

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                                TABLE OF CONTENTS

                                                                            Page

ARTICLE I DEFINITIONS ........................................................1
   SECTION 1.1    General ....................................................1
   SECTION 1.2    Specific Terms .............................................1
   SECTION 1.3    Usage of Terms .............................................2
   SECTION 1.4    No Recourse ................................................3

ARTICLE II CONVEYANCE OF THE CONTRACTS AND THE COLLATERAL SECURITY ...........3
   SECTION 2.1    Conveyance of the Contracts and the Collateral Security ....3
   SECTION 2.2    Purchase Price of Contracts ................................3

ARTICLE III REPRESENTATIONS AND WARRANTIES ...................................3
   SECTION 3.1    Representations and Warranties of Seller ...................3
   SECTION 3.2    Representations and Warranties of CFSC .....................5

ARTICLE IV COVENANTS OF THE SELLER ...........................................6
   SECTION 4.1    Transfer of Contracts ......................................6
   SECTION 4.2    Costs and Expenses .........................................7
   SECTION 4.3    Indemnification ............................................7
   SECTION 4.4    Financial Statement Disclosure .............................7

ARTICLE V REPURCHASES ........................................................7
   SECTION 5.1    Repurchase of Contracts Upon Breach of Warranty ............7
   SECTION 5.2    Reassignment of Purchased Contracts ........................8
   SECTION 5.3    Waivers ....................................................8

ARTICLE VI MISCELLANEOUS .....................................................9
   SECTION 6.1    Liability of Seller ........................................9
   SECTION 6.2    Merger or Consolidation of Seller or CFSC ..................9
   SECTION 6.3    Limitation on Liability of Seller and Others ...............9
   SECTION 6.4    Amendment ..................................................9
   SECTION 6.5    Notices ...................................................10
   SECTION 6.6    Merger and Integration ....................................10
   SECTION 6.7    Severability of Provisions ................................11
   SECTION 6.8    Intention of the Parties ..................................11
   SECTION 6.9    Governing Law .............................................11
   SECTION 6.10   Counterparts ..............................................11
   SECTION 6.11   Conveyance of the Contracts and the Collateral
                    Security to the Trust ...................................11
   SECTION 6.12   Nonpetition Covenant ......................................12

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                               TRANSFER AGREEMENT

         THIS TRANSFER AGREEMENT, dated as of October 1, 2001, executed between
Conseco Finance Securitizations Corp., a Minnesota corporation, as purchaser
("CFSC"), and Conseco Finance Corp., a Delaware corporation, as seller
("Seller"),

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

         WHEREAS, CFSC has agreed to purchase from Seller and Seller, pursuant
to this Agreement, is transferring to CFSC those retail installment sales
contracts and promissory notes for the purchase of a variety of consumer
products (collectively, the "Products") specified in the Schedule of Contracts
attached hereto as Schedule A (the "Contracts") and the Collateral Security.

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

                                    ARTICLE I
                                   DEFINITIONS

         Section 1.1 General. The specific terms defined in this Article include
the plural as well as the singular. The words "herein," "hereof" and "hereunder"
and other words of similar import refer to this Agreement as a whole and not to
any particular Article, Section or other subdivision, and Article, Section,
Schedule and Exhibit references, unless otherwise specified, refer to Articles
and Sections of and Schedules and Exhibits to this Agreement. Capitalized terms
used herein without definition shall have the respective meanings assigned to
such terms in the Sale and Servicing Agreement, dated as of October 1, 2001, by
and among Conseco Finance Securitizations Corp. (as Seller), Conseco Finance
Corp. (as Originator and Servicer), and Conseco Finance Recreational Enthusiast
Consumer Trust 2001-A (as Issuer) (the "Trust").

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

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

         "Closing Date" means October 30, 2001.

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

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supporting or securing payment of such Contract whether pursuant to the
agreement giving rise to such Contract or otherwise, and (iv) all records in
respect of such Contract.

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

         "Indenture Trustee" means U.S. Bank Trust National Association, a
national banking association organized under the laws of the United States, as
Indenture Trustee under the Indenture and not in its individual capacity, or any
successor Indenture Trustee under the Indenture.

         "Owner Trustee" means Wilmington Trust Company, a Delaware banking
corporation, not in its individual capacity but solely as trustee of the Trust,
and any successor trustee appointed and acting pursuant to the Trust Agreement.

         "Related Documents" means the Notes, the Certificates, the Sale and
Servicing Agreement, the Trust Agreement, the Indenture and the Underwriting
Agreement among Seller, CFSC and the underwriters of the Notes. The Related
Documents to be executed by any party are referred to herein as "such party's
Related Documents," "its Related Documents" or by a similar expression.

         "Repurchase Event" means the occurrence of a breach of any of Seller's
representations and warranties hereunder or any other event which requires the
repurchase of a Contract by Seller under the Sale and Servicing Agreement.

         "Sale and Servicing Agreement" means the Sale and Servicing Agreement,
dated as of October 1, 2001, executed and delivered by Conseco Finance Corp., as
Originator and Servicer, Conseco Finance Securitizations Corp., as Seller, and
the Trust.

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

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

         "Trust Property" means the property and proceeds of every description
conveyed by CFSC to the Trust pursuant to the Sale and Servicing Agreement,
together with the Trust Accounts (including all Eligible Investments therein and
all proceeds therefrom).

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


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

                                   ARTICLE II
                           CONVEYANCE OF THE CONTRACTS
                           AND THE COLLATERAL SECURITY

         Section 2.1 Conveyance of the Contracts and the Collateral Security.
Subject to the terms and conditions of this Agreement, Seller hereby sells,
transfers, assigns, and otherwise conveys to CFSC without recourse (but without
limitation of its obligations in this Agreement or in the Sale and Servicing
Agreement), and CFSC hereby purchases, all right, title and interest of Seller
in and to the Contracts and the Collateral Security.

         Section 2.2 Purchase Price of Contracts. Simultaneously with the
conveyance of the Contracts and the Collateral Security to CFSC, CFSC has paid
or caused to be paid to or upon the order of Seller approximately
$_______________ by wire transfer of immediately available funds (representing
the proceeds to CFSC from the sale of the Contracts after deducting expenses of
$425,000.00 incurred by CFSC in connection with such sale.

                                  ARTICLE III
                         REPRESENTATIONS AND WARRANTIES

         Section 3.1 Representations and Warranties of Seller. Seller makes the
following representations and warranties, on which CFSC relies in purchasing the
Contracts and the Collateral Security and in transferring the Contracts and the
Collateral Security to the Trust under the Sale and Servicing Agreement. Such
representations are made as of the execution and delivery of this Agreement, but
shall survive the sale, transfer and assignment of the Contracts and the
Collateral Security hereunder and the sale, transfer and assignment thereof by
CFSC to the Trust under the Sale and Servicing Agreement and the pledge thereof
by the Trust to the Indenture Trustee under the Indenture. Seller and CFSC agree
that CFSC will assign to the Trust all of CFSC's rights under this Agreement and
that the Trust will thereafter be entitled to enforce this Agreement against
Seller in the Trust's own name.

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

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

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


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

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

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

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

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


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         similar tax upon, the transfer and acquisition of the Contracts and the
         Collateral Security hereunder or under the Sale and Servicing Agreement
         or pledged under the Indenture.

                  (h) Location. The Seller is a Delaware corporation. The chief
         executive office of Seller is located at 1100 Landmark Towers, 345 St.
         Peter Street, Saint Paul, Minnesota 55102-1639.

         Section 3.2 Representations and Warranties of CFSC. CFSC makes the
following representations and warranties, on which Seller relies in selling,
assigning, transferring and conveying the Contracts and the Collateral Security
to CFSC hereunder. Such representations are made as of the execution and
delivery of this Agreement, but shall survive the sale, transfer and assignment
of the Contracts and the Collateral Security hereunder and the sale, transfer
and assignment thereof by CFSC to the Trust under the Sale and Servicing
Agreement and the pledge thereof under the Indenture.

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

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

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

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

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


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

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

In the event of any breach of a representation and warranty made by CFSC
hereunder, Seller covenants and agrees that it will not take any action to
pursue any remedy that it may have hereunder, in law, in equity or otherwise,
until a year and a day have passed since the date on which all Notes,
Certificates or other similar securities issued by the Trust, or a trust or
similar vehicle formed by CFSC, have been paid in full. Seller and CFSC agree
that damages will not be an adequate remedy for such breach and that this
covenant may be specifically enforced by CFSC or by the Owner Trustee on behalf
of the Trust.

                                   ARTICLE IV
                             COVENANTS OF THE SELLER

         Section 4.1 Transfer of Contracts. Seller has filed a form UCC-1
financing statement regarding the sale of the Contracts to CFSC, and shall file
continuation statements in respect of such UCC-1 financing statement as if such
financing statement were necessary to perfect such sale. Seller shall take any
other actions necessary to maintain the perfection of the sale of the Contracts
to CFSC.


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

         Section 4.3 Indemnification.

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

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

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

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

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

                                    ARTICLE V
                                   REPURCHASES

         Section 5.1 Repurchase of Contracts Upon Breach of Warranty.

                  (a) Upon the occurrence of a Repurchase Event, Seller shall,
         unless such breach shall have been cured in all material respects,
         repurchase such Contract from the Trust pursuant to Section 3.05 of the
         Sale and Servicing Agreement. It is understood and agreed that the
         obligation of Seller to repurchase any Contract as to which a breach
         has


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         occurred and is continuing and the indemnity obligations relating
         thereto shall, if such obligation is fulfilled, constitute the only
         remedies against Seller for such breach available to CFSC, the
         Noteholders, the Indenture Trustee on behalf of the Noteholders, the
         Certificateholders or the Owner Trustee on behalf of the
         Certificateholders. The provisions of this Section 5.1 are intended to
         grant the Owner Trustee and the Indenture Trustee a direct right
         against Seller to demand performance hereunder, and in connection
         therewith, Seller waives any requirement of prior demand against CFSC
         with respect to such repurchase obligation. Any such purchase shall
         take place in the manner specified in Section 3.06 of the Sale and
         Servicing Agreement. Notwithstanding any other provision of this
         Agreement or the Sale and Servicing Agreement to the contrary, the
         obligation of Seller under this Section shall not terminate upon a
         termination of Seller as Servicer under the Sale and Servicing
         Agreement and shall be performed in accordance with the terms hereof
         notwithstanding the failure of the Servicer or CFSC to perform any of
         their respective obligations with respect to such Loan under the Sale
         and Servicing Agreement.

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

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

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


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                                   ARTICLE VI
                                  MISCELLANEOUS

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

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

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

         Section 6.4 Amendment.

                  (a) This Agreement may be amended by Seller and CFSC and
         without the consent of the Owner Trustee, the Indenture Trustee, or any
         of the Noteholders or Certificateholders (i) to cure any ambiguity or
         (ii) to correct any provisions in this


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         Agreement; provided, however, that such action shall not, as evidenced
         by an Opinion of Counsel delivered to the Owner Trustee and the
         Indenture Trustee, adversely affect in any material respect the
         interests of any Noteholder or Certificateholder.

                  (b) This Agreement may also be amended from time to time by
         Seller and CFSC, with the prior written consent of the Owner Trustee,
         the Indenture Trustee, a Certificate Majority and the Controlling
         Noteholders, 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 Noteholders or
         Certificateholders; provided, however, that no such amendment shall (i)
         increase or reduce in any manner the amount of, or accelerate or delay
         the timing of, collections of payments on the Contracts or,
         distributions that are required to be made on any Note or Certificate
         or (ii) reduce the aforesaid percentage required to consent to any such
         amendment or any waiver hereunder, without the consent of the Holders
         of all Notes and Certificates then outstanding.

                  (c) Concurrently with the solicitation of any consent pursuant
         to this Section 6.4, CFSC shall furnish written notification to the
         Rating Agencies. Promptly after the execution of any amendment or
         consent pursuant to this Section 6.4, CFSC shall furnish written
         notification of the substance of such amendment to the Rating Agencies,
         each Noteholder and Certificateholder.

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

         Section 6.5 Notices. All demands, notices and communications to the
Seller or CFSC hereunder shall be in writing, personally delivered, or sent by
telecopier (subsequently confirmed in writing), reputable overnight courier or
mailed by certified mail, return receipt requested, and shall be deemed to have
been given upon receipt (a) in the case of Seller, to Conseco Finance Corp.,
1100 Landmark Towers, 345 St. Peter Street, Saint Paul, Minnesota 55102-1639,
Attention: Chief Financial Officer, or such other address as shall be designated
by Seller in a written notice delivered to the other party or to the Owner
Trustee or Indenture Trustee, as applicable, or (b) in case of CFSC, to Conseco
Finance Securitizations Corp., 300 Landmark Towers, 345 St. Peter Street, Saint
Paul, Minnesota 55102-1639, Attention: Chief Financial Officer.

         Section 6.6 Merger and Integration. Except as specifically stated
otherwise herein, this Agreement and the Related Documents set forth the entire
understanding of the


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<PAGE>

parties relating to the subject matter hereof, and all prior understandings,
written or oral, are superseded by this Agreement and the Related Documents.
This Agreement may not be modified, amended, waived or supplemented except as
provided herein.

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

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

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

         Section 6.10 Counterparts. For the purpose of facilitating the
execution of this Agreement and for other purposes, this Agreement may be
executed simultaneously in any number of counterparts, each of which
counterparts shall be deemed to be an original, and all of which counterparts
shall constitute but one and the same instrument.

         Section 6.11 Conveyance of the Contracts and the Collateral Security to
the Trust. Seller acknowledges that CFSC intends, pursuant to the Sale and
Servicing Agreement, to convey the Contracts and the Collateral Security,
together with its rights under this Agreement, to the Trust on the date hereof.
Seller acknowledges and consents to such conveyance and waives any further
notice thereof and covenants and agrees that the representations and warranties
of Seller contained in this Agreement and the rights of CFSC hereunder are
intended to benefit the Owner Trustee, the Trust, the Indenture Trustee and the
Noteholders and Certificateholders. In furtherance of the foregoing, Seller
covenants and agrees to perform its duties and obligations hereunder, in
accordance with the terms hereof for the benefit of the Owner Trustee, the
Trust, the Indenture Trustee and the Noteholders and Certificateholders and
that, notwithstanding anything to the contrary in this Agreement, Seller shall
be directly liable to the Indenture Trustee, Owner Trustee and the Trust
(notwithstanding any failure by the Servicer


                                       11

<PAGE>

or CFSC to perform its duties and obligations hereunder or under the Sale and
Servicing Agreement) and that the Owner Trustee or the Indenture Trustee may
enforce the duties and obligations of Seller under this Agreement against Seller
for the benefit of the Trust, the Noteholders and the Certificateholders.

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


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<PAGE>

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

                                  CONSECO FINANCE SECURITIZATIONS
                                  CORP., as Purchaser


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


                                  CONSECO FINANCE CORP., as Seller

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

<PAGE>

                                   SCHEDULE A

                              SCHEDULE OF CONTRACTS

  [Delivered pursuant to Section 2.02(c) of the Sale and Servicing Agreement]