Exhibit 10.a



     Amended and Restated Master Repurchase Agreement
     September 1996 Version


     Dated as of April 5, 2001

     Between:

         Merrill Lynch Mortgage Capital Inc. ("Buyer")

     And

         Green Tree Finance Corp. - Three ("Seller")


1. Applicability

     From time to time the parties hereto may enter into transactions in which
     one party ("Seller") agrees to transfer to the other ("Buyer") securities
     or other assets ("Securities") against the transfer of funds by Buyer, with
     a simultaneous agreement by Buyer to transfer to Seller such Securities at
     a date certain or on demand, against the transfer of funds by Seller. Each
     such transaction shall be referred to herein as a "Transaction" and, unless
     otherwise agreed in writing, shall be governed by this Agreement, including
     any supplemental terms or conditions contained in Annex I hereto and in any
     other annexes identified herein or therein as applicable hereunder.

2. Definitions

     (a)  "Act of Insolvency", with respect to any party, (i) the commencement
          by such party as debtor of any case or proceeding under any
          bankruptcy, insolvency, reorganization, liquidation, moratorium,
          dissolution, delinquency or similar law, or such party seeking the
          appointment or election of a receiver, conservator, trustee, custodian
          or similar official for such party or any substantial part of its
          property, or the convening of any meeting of creditors for purposes of
          commencing any such case or proceeding or seeking such an appointment
          or election, (ii) the commencement of any such case or proceeding
          against such party, or another seeking such an appointment or
          election, or the filing against a party of an application for a
          protective decree under the provisions of the Securities Investor
          Protection Act of 1970, which (A) is consented to or not timely
          contested by such party, (B) results in the entry of an order for
          relief, such an appointment or election, the issuance of such a
          protective decree or the entry of an order having a similar effect, or
          (C) is not dismissed within 15 days, (iii) the making by such party of
          a general assignment for the benefit of creditors, or (iv) the
          admission in writing by such party of such party's inability to pay
          such party's debts as they become due;

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     (b)  "Additional Purchased Securities", Securities provided by Seller to
          Buyer pursuant to Paragraph 4 (a) hereof;

     (c)  "Buyer"s Margin Amount", with respect to any Transaction as of any
          date, the amount obtained by application of the Buyer's Margin
          Percentage to the Repurchase Price for such Transaction as of such
          date;

     (d)  "Buyer's Margin Percentage', with respect to any Transaction as of any
          date, a percentage (which may be equal to the Seller's Margin
          Percentage) agreed to by Buyer and Seller or, in the absence of any
          such agreement, the percentage obtained by dividing the Market Value
          of the Purchased Securities on the Purchase Date by the Purchase Price
          on the Purchase Date for such Transaction;

     (e)  "Confirmation", the meaning specified in Paragraph 3 (b) hereof,

     (f)  "Income", with respect to any Security at any time, any principal
          thereof and all interest, dividends or other distributions thereon;

     (g)  "Margin Deficit", the meaning specified in Paragraph 4 (a) hereof;

     (h)  "Margin Excess", the meaning specified in Paragraph 4(b) hereof;

     (i)  "Margin Notice Deadline", the time agreed to by the parties in the
          relevant Confirmation, Annex I hereto or otherwise as the deadline for
          giving notice requiring same-day satisfaction of margin maintenance
          obligations as provided in Paragraph 4 hereof (or, in the absence of
          any such agreement, the deadline for such purposes established in
          accordance with market practice);

     (j)  "Market Value", with respect to any Securities as of any date, the
          price for such Securities on such date obtained from a generally
          recognized source agreed to by the parties or the most recent closing
          bid quotation from such a source, plus accrued Income to the extent
          not included therein (other than any Income credited or transferred
          to, or applied to the obligations of, Seller pursuant to Paragraph 5
          hereof) as of such date (unless contrary to market practice for such
          Securities);

     (k)  "Price Differential", with respect to any Transaction as of any date,
          the aggregate amount obtained by daily application of the Pricing Rate
          for such Transaction to the Purchase Price for such Transaction on a
          360 day per year basis for the actual number of days during the period
          commencing on (and including) the Purchase Date for such Transaction
          and ending on (but excluding) the date of determination (reduced by
          any amount of such Price Differential previously paid by Seller to
          Buyer with respect to such Transaction);

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     (l)  "Pricing Rate", the per annum percentage rate for determination of the
          Price Differential;

     (m)  "Prime Rate", the prime rate of U.S. commercial banks as published in
          The Wall Street Journal (or, if more than one such rate is published,
          the average of such rates);

     (n)  "Purchase Date", the date on which Purchased Securities are to be
          transferred by Seller to Buyer;

     (o)  "Purchase Price", (i) on the Purchase Date, the price at which
          Purchased Securities are transferred by Seller to Buyer, and (ii)
          thereafter, except where Buyer and Seller agree otherwise, such price
          increased by the amount of any cash transferred by Buyer to Seller
          pursuant to Paragraph 4 (b) hereof and decreased by the amount of any
          cash transferred by Seller to Buyer pursuant to Paragraph 4 (a) hereof
          or applied to reduce Seller's obligations under clause (ii) of
          Paragraph 5 hereof;

     (p)  "Purchased Securities", the Securities transferred by Seller to Buyer
          in a Transaction hereunder, and any Securities substituted therefor in
          accordance with Paragraph 9 hereof. The term "Purchased Securities"
          with respect to any Transaction at any time also shall include
          Additional Purchased Securities delivered pursuant to Paragraph 4 (a)
          hereof and shall exclude Securities returned pursuant to Paragraph
          4(b) hereof;

     (q)  "Repurchase Date", the date on which Seller is to repurchase the
          Purchased Securities from Buyer, including any date determined by
          application of the provisions of Paragraph 3 (c) or 11 hereof;

     (r)  "Repurchase Price", the price at which Purchased Securities are to be
          transferred from Buyer to Seller upon termination of a Transaction,
          which will be determined in each case (including Transactions
          terminable upon demand) as the sum of the Purchase Price and the Price
          Differential as of the date of such determination;

     (s)  "Seller's Margin Amount", with respect to any Transaction as of any
          date, the amount obtained by application of the Seller's Margin
          Percentage to the Repurchase Price for such Transaction as of such
          date;

     (t)  "Seller's Margin Percentage", with respect to any Transaction as of
          any date, a percentage (which may be equal to the Buyer's Margin
          Percentage) agreed to by Buyer and Seller or, in the absence of any
          such agreement, the percentage obtained by dividing the Market Value
          of the Purchased Securities on the Purchase Date by the Purchase Price
          on the Purchase Date for such Transaction.

3. Initiation; Confirmation; Termination

     (a)  An agreement to enter into a Transaction may be made orally or in
          writing at the initiation of either Buyer or Seller. On the Purchase
          Date for the Transaction, the Purchased Securities shall be
          transferred to Buyer or its agent against the transfer of the Purchase
          Price to an account of Seller.

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     (b)  Upon agreeing to enter into a Transaction hereunder, Buyer or Seller
          (or both), as shall be agreed, shall promptly deliver to the other
          party a written confirmation of each Transaction (a "Confirmation").
          The Confirmation shall describe the Purchased Securities (including
          CUSIP number, if any), identify Buyer and Seller and set forth (i) the
          Purchase Date, (ii) the Purchase Price, (iii) the Repurchase Date,
          unless the Transaction is to be terminable on demand, (iv) the Pricing
          Rate or Repurchase Price applicable to the Transaction, and (v) any
          additional terms or conditions of the Transaction not inconsistent
          with this Agreement. The Confirmation, together with this Agreement,
          shall constitute conclusive evidence of the terms agreed between Buyer
          and Seller with respect to the Transaction to which the Confirmation
          relates, unless with respect to the Confirmation specific objection is
          made promptly after receipt thereof. In the event of any conflict
          between the terms of such Confirmation and this Agreement, this
          Agreement shall prevail.

     (c)  In the case of Transactions terminable upon demand, such demand shall
          be made by Buyer or Seller, no later than such time as is customary in
          accordance with market practice, by telephone or otherwise on or prior
          to the business day on which such termination will be effective. On
          the date specified in such demand, or on the date fixed for
          termination in the case of Transactions having a fixed term,
          termination of the Transaction will be effected by transfer to Seller
          or its agent of the Purchased Securities and any Income in respect
          thereof received by Buyer (and not previously credited or transferred
          to, or applied to the obligations of, Seller pursuant to Paragraph 5
          hereof) against the transfer of the Repurchase Price to an account of
          Buyer.

4. Margin Maintenance

     (a)  If at any time the aggregate Market Value of all Purchased Securities
          subject to all Transactions in which a particular party hereto is
          acting as Buyer is less than the aggregate Buyer's Margin Amount for
          all such Transactions (a "Margin Deficit"), then Buyer may by notice
          to Seller require Seller in such Transactions, at Seller's option, to
          transfer to Buyer cash or additional Securities reasonably acceptable
          to Buyer ("Additional Purchased Securities"), so that the cash and
          aggregate Market Value of the Purchased Securities, including any such
          Additional Purchased Securities, will thereupon equal or exceed such
          aggregate Buyer's Margin Amount (decreased by the amount of any Margin
          Deficit as of such date arising from any Transactions in which such
          Buyer is acting as Seller).

     (b)  If at any time the aggregate Market Value of all Purchased Securities
          subject to all Transactions in which a particular party hereto is
          acting as Seller exceeds the aggregate Seller's Margin Amount for all
          such Transactions at such time (a "Margin Excess"), then Seller may by
          notice to Buyer require Buyer in such Transactions, at Buyer's option,
          to transfer cash or Purchased Securities to Seller, so that the

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          aggregate Market Value of the Purchased Securities, after deduction of
          any such cash or any Purchased Securities so transferred, will
          thereupon not exceed such aggregate Seller's Margin Amount (increased
          by the amount of any Margin Excess as of such date arising from any
          Transactions in which such Seller is acting as Buyer).

     (c)  If any notice is given by Buyer or Seller under subparagraph (a) or
          (b) of this Paragraph at or before the Margin Notice Deadline on any
          business day, the party receiving such notice shall transfer cash or
          Additional Purchased Securities as provided in such subparagraph no
          later than the close of business in the relevant market on such day.
          If any such notice is given after the Margin Notice Deadline, the
          party receiving such notice shall transfer such cash or Securities no
          later than the close of business in the relevant market on the next
          business day following such notice.

     (d)  Any cash transferred pursuant to this Paragraph shall be attributed to
          such Transactions as shall be agreed upon by Buyer and Seller.

     (e)  Seller and Buyer may agree, with respect to any or all Transactions
          hereunder, that the respective rights of Buyer or Seller (or both)
          under subparagraphs (a) and (b) of this Paragraph may be exercised
          only where a Margin Deficit or Margin Excess, as the case may be,
          exceeds a specified dollar amount or a specified percentage of the
          Repurchase Prices for such Transactions (which amount or percentage
          shall be agreed to by Buyer and Seller prior to entering into any such
          Transactions).

     (f)  Seller and Buyer may agree, with respect to any or all Transactions
          hereunder, that the respective rights of Buyer and Seller under
          subparagraphs (a) and (b) of this Paragraph to require the elimination
          of a Margin Deficit or a Margin Excess, as the case may be, may be
          exercised whenever such a Margin Deficit or Margin Excess exists with
          respect to any single Transaction hereunder (calculated without regard
          to any other Transaction outstanding under this Agreement).

5. Income Payments

     Seller shall be entitled to receive an amount equal to all Income paid or
     distributed on or in respect of the Securities that is not otherwise
     received by Seller, to the full extent it would be so entitled if the
     Securities had not been sold to Buyer. Buyer shall, as the parties may
     agree with respect to any Transaction (or, in the absence of any such
     agreement, as Buyer shall reasonably determine in its discretion), on the
     date such Income is paid or distributed either (i) transfer to or credit to
     the account of Seller such Income with respect to any Purchased Securities
     subject to such Transaction or (ii) with respect to Income paid in cash,
     apply the Income payment or payments to reduce the amount, if any, to be
     transferred to Buyer by Seller upon termination of such Transaction. Buyer
     shall not be obligated to take any action pursuant to the preceding
     sentence (A) to the extent that such action would result in the creation of
     a Margin Deficit, unless prior thereto or simultaneously therewith Seller
     transfers to Buyer cash or Additional Purchased Securities sufficient to
     eliminate such Margin Deficit, or (B) if an Event of Default with respect
     to Seller has occurred and is then continuing at the time such Income is
     paid or distributed.

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6. Security Interest

     Although the parties intend that all Transactions hereunder be sales and
     purchases and not loans, in the event any such Transactions are deemed to
     be loans, Seller shall be deemed to have pledged to Buyer as security for
     the performance by Seller of its obligations under each such Transaction,
     and shall be deemed to have granted to Buyer a security interest in, all of
     the Purchased Securities with respect to all Transactions hereunder and all
     Income thereon and other proceeds thereof.

7. Payment and Transfer

     Unless otherwise mutually agreed, all transfers of funds hereunder shall be
     in immediately available funds. All Securities transferred by one party
     hereto to the other party (i) shall be in suitable form for transfer or
     shall be accompanied by duly executed instruments of transfer or assignment
     in blank and such other documentation as the party receiving possession may
     reasonably request, (ii) shall be transferred on the book-entry system of a
     Federal Reserve Bank, or (iii) shall be transferred by any other method
     mutually acceptable to Seller and Buyer.

8. Segregation of Purchased Securities

     To the extent required by applicable law, all Purchased Securities in the
     possession of Seller shall be segregated from other securities in its
     possession and shall be identified as subject to this Agreement.
     Segregation may be accomplished by appropriate identification on the books
     and records of the holder, including a financial or securities intermediary
     or a clearing corporation. All of Seller's interest in the Purchased
     Securities shall pass to Buyer on the Purchase Date and, unless otherwise
     agreed by Buyer and Seller, nothing in this Agreement shall preclude Buyer
     from engaging in repurchase transactions with the Purchased Securities or
     otherwise selling, transferring, pledging or hypothecating the Purchased
     Securities, but no such transaction shall relieve Buyer of its obligations
     to transfer Purchased Securities to Seller pursuant to Paragraph 3, 4 or 11
     hereof, or of Buyer's obligation to credit or pay Income to, or apply
     Income to the obligations of, Seller pursuant to Paragraph 5 hereof.

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     Required Disclosure for Transactions in Which the Seller

     Retains Custody of the Purchased Securities

     Seller is not permitted to substitute other securities for those subject to
     this Agreement and therefore must keep Buyer's securities segregated at all
     times, unless in this Agreement Buyer grants Seller the right to substitute
     other securities. If Buyer grants the right to substitute, this means that
     Buyer's securities will likely be commingled with Seller's own securities
     during the trading day. Buyer is advised that, during any trading day that
     Buyer's securities are commingled with Seller's securities, they [will] *
     [may] ** be subject to liens granted by Seller to [its clearing bank] *
     [third parties] ** and may be used by Seller for deliveries on other
     securities transactions. Whenever the securities are commingled, Seller's
     ability to resegregate substitute securities for Buyer will be subject to
     Seller's ability to satisfy [the clearing] * [any]** lien or to obtain
     substitute securities.

     *  Language to be used under 17 C.F.R. (beta)403.4 (e) if Seller is a
        government securities broker or dealer other than a financial
        institution.

     ** Language to be used under 17 C.F.R. (beta)403.5(d) if Seller is a
        financial institution.

9. Substitution

     (a)  Seller may, subject to agreement with and acceptance by Buyer,
          substitute other Securities for any Purchased Securities. Such
          substitution shall be made by transfer to Buyer of such other
          Securities and transfer to Seller of such Purchased Securities. After
          substitution, the substituted Securities shall be deemed to be
          Purchased Securities.

     (b)  In Transactions in which Seller retains custody of Purchased
          Securities, the parties expressly agree that Buyer shall be deemed,
          for purposes of subparagraph (a) of this Paragraph, to have agreed to
          and accepted in this Agreement substitution by Seller of other
          Securities for Purchased Securities; provided, however, that such
          other Securities shall have a Market Value at least equal to the
          Market Value of the Purchased Securities for which they are
          substituted.

10. Representations

     Each of Buyer and Seller represents and warrants to the other that (i) it
     is duly authorized to execute and deliver this Agreement, to enter into
     Transactions contemplated hereunder and to perform its obligations
     hereunder and has taken all necessary action to authorize such execution,
     delivery and performance, (ii) it will engage in such Transactions as
     principal (or, if agreed in writing, in the form of an annex hereto or
     otherwise, in advance of any Transaction by the other party hereto, as
     agent for a disclosed principal), (iii) the person signing this Agreement
     on its behalf is duly authorized to do so on its behalf (or on behalf of
     any such disclosed principal), (iv) it has obtained all authorizations of
     any governmental body required in connection with this Agreement and the
     Transactions hereunder and such authorizations are in full force and effect
     and (v) the execution, delivery and performance of this Agreement and the
     Transactions hereunder will not violate any law, ordinance, charter, by-law
     or rule applicable to it or any agreement by which it is bound or by which
     any of its assets are affected. On the Purchase Date for any Transaction
     Buyer and Seller shall each be deemed to repeat all the foregoing
     representations made by it.

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11. Events of Default

     In the event that (i) Seller fails to transfer or Buyer fails to purchase
     Purchased Securities upon the applicable Purchase Date, (ii) Seller fails
     to repurchase or Buyer fails to transfer Purchased Securities upon the
     applicable Repurchase Date, (iii) Seller or Buyer fails to comply with
     Paragraph 4 hereof, (iv) Buyer fails, after one business day's notice, to
     comply with Paragraph 5 hereof, (v) an Act of Insolvency occurs with
     respect to Seller or Buyer, (vi) any representation made by Seller or Buyer
     shall have been incorrect or untrue in any material respect when made or
     repeated or deemed to have been made or repeated, or (vii) Seller or Buyer
     shall admit to the other its inability to, or its intention not to, perform
     any of its obligations hereunder (each an "Event of Default"):

     (a)  The nondefaulting party may, at its option (which option shall be
          deemed to have been exercised immediately upon the occurrence of an
          Act of Insolvency), declare an Event of Default to have occurred
          hereunder and, upon the exercise or deemed exercise of such option,
          the Repurchase Date for each Transaction hereunder shall, if it has
          not already occurred, be deemed immediately to occur (except that, in
          the event that the Purchase Date for any Transaction has not yet
          occurred as of the date of such exercise or deemed exercise, such
          Transaction shall be deemed immediately canceled). The nondefaulting
          party shall (except upon the occurrence of an Act of Insolvency) give
          notice to the defaulting party of the exercise of such option as
          promptly as practicable.

     (b)  In all Transactions in which the defaulting party is acting as Seller,
          if the nondefaulting party exercises or is deemed to have exercised
          the option referred to in subparagraph (a) of this Paragraph, (i) the
          defaulting party's obligations in such Transactions to repurchase all
          Purchased Securities, at the Repurchase Price therefor on the
          Repurchase Date determined in accordance with subparagraph (a) of this
          Paragraph, shall thereupon become immediately due and payable, (ii)
          all Income paid after such exercise or deemed exercise shall be
          retained by the nondefaulting party and applied to the aggregate
          unpaid Repurchase Prices and any other amounts owing by the defaulting
          party hereunder, and (iii) the defaulting party shall immediately
          deliver to the nondefaulting party any Purchased Securities subject to
          such Transactions then in the defaulting party's possession or
          control.

     (c)  In all Transactions in which the defaulting party is acting as Buyer,
          upon tender by the nondefaulting party of payment of the aggregate
          Repurchase Prices for all such Transactions, all right, title and
          interest in and entitlement to all Purchased Securities subject to
          such Transactions shall be deemed transferred to the nondefaulting
          party, and the defaulting party shall deliver all such Purchased
          Securities to the nondefaulting party.

     (d)  If the nondefaulting party exercises or is deemed to have exercised
          the option referred to in subparagraph (a) of this Paragraph, the
          nondefaulting party, without prior notice to the defaulting party,
          may:


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                                       8

          (i)  as to Transactions in which the defaulting party is acting as
               Seller, (A) immediately sell, in a recognized market (or
               otherwise in a commercially reasonable manner) at such price or
               prices as the nondefaulting party may reasonably deem
               satisfactory, any or all Purchased Securities subject to such
               Transactions and apply the proceeds thereof to the aggregate
               unpaid Repurchase Prices and any other amounts owing by the
               defaulting party hereunder or (B) in its sole discretion elect,
               in lieu of selling all or a portion of such Purchased Securities,
               to give the defaulting party credit for such Purchased Securities
               in an amount equal to the price therefor on such date, obtained
               from a generally recognized source or the most recent closing bid
               quotation from such a source, against the aggregate unpaid
               Repurchase Prices and any other amounts owing by the defaulting
               party hereunder; and

          (ii) as to Transactions in which the defaulting party is acting as
               Buyer, (A) immediately purchase, in a recognized market (or
               otherwise in a commercially reasonable manner) at such price or
               prices as the nondefaulting party may reasonably deem
               satisfactory, securities ("Replacement Securities") of the same
               class and amount as any Purchased Securities that are not
               delivered by the defaulting party to the nondefaulting party as
               required hereunder or (B) in its sole discretion elect, in lieu
               of purchasing Replacement Securities, to be deemed to have
               purchased Replacement Securities at the price therefor on such
               date, obtained from a generally recognized source or the most
               recent closing offer quotation from such a source.

          Unless otherwise provided in Annex I, the parties acknowledge and
          agree that (1) the Securities subject to any Transaction hereunder are
          instruments traded in a recognized market, (2) in the absence of a
          generally recognized source for prices or bid or offer quotations for
          any Security, the nondefaulting party may establish the source
          therefor in its sole discretion and (3) all prices, bids and offers
          shall be determined together with accrued Income (except to the extent
          contrary to market practice with respect to the relevant Securities).

     (e)  As to Transactions in which the defaulting party is acting as Buyer,
          the defaulting party shall be liable to the nondefaulting party for
          any excess of the price paid (or deemed paid) by the nondefaulting
          party for Replacement Securities over the Repurchase Price for the
          Purchased Securities replaced thereby and for any amounts payable by
          the defaulting party under Paragraph 5 hereof or otherwise hereunder.

     (f)  For purposes of this Paragraph 11, the Repurchase Price for each
          Transaction hereunder in respect of which the defaulting party is
          acting as Buyer shall not increase above the amount of such Repurchase
          Price for such Transaction determined as of the date of the exercise
          or deemed exercise by the nondefaulting party of the option referred
          to in subparagraph (a) of this Paragraph.

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     (g)  The defaulting party shall be liable to the nondefaulting party for
          (i) the amount of all reasonable legal or other expenses incurred by
          the nondefaulting party in connection with or as a result of an Event
          of Default, (ii) damages in an amount equal to the cost (including all
          fees, expenses and commissions) of entering into replacement
          transactions and entering into or terminating hedge transactions in
          connection with or as a result of an Event of Default, and (iii) any
          other loss, damage, cost or expense directly arising or resulting from
          the occurrence of an Event of Default in respect of a Transaction.

     (h)  To the extent permitted by applicable law, the defaulting party shall
          be liable to the nondefaulting party for interest on any amounts owing
          by the defaulting party hereunder, from the date the defaulting party
          becomes liable for such amounts hereunder until such amounts are (i)
          paid in full by the defaulting party or (ii) satisfied in full by the
          exercise of the nondefaulting party's rights hereunder. Interest on
          any sum payable by the defaulting party to the nondefaulting party
          under this Paragraph 11 (h) shall be at a rate equal to the greater of
          the Pricing Rate for the relevant Transaction or the Prime Rate.

     (i)  The nondefaulting party shall have, in addition to its rights
          hereunder, any rights otherwise available to it under any other
          agreement or applicable law.

12. Single Agreement

     Buyer and Seller acknowledge that, and have entered hereinto and will enter
     into each Transaction hereunder in consideration of and in reliance upon
     the fact that, all Transactions hereunder constitute a single business and
     contractual relationship and have been made in consideration of each other.
     Accordingly, each of Buyer and Seller agrees (i) to perform all of its
     obligations in respect of each Transaction hereunder, and that a default in
     the performance of any such obligations shall constitute a default by it in
     respect of all Transactions hereunder, (ii) that each of them shall be
     entitled to set off claims and apply property held by them in respect of
     any Transaction against obligations owing to them in respect of any other
     Transactions hereunder and (iii) that payments, deliveries and other
     transfers made by either of them in respect of any Transaction shall be
     deemed to have been made in consideration of payments, deliveries and other
     transfers in respect of any other Transactions hereunder, and the
     obligations to make any such payments, deliveries and other transfers may
     be applied against each other and netted.

13. Notices and Other Communications

     Any and all notices, statements, demands or other communications hereunder
     may be given by a party to the other by mail, facsimile, telegraph,
     messenger or otherwise to the address specified in Annex II hereto, or so
     sent to such party at any other place specified in a notice of change of
     address hereafter received by the other. All notices, demands and requests
     hereunder may be made orally, to be confirmed promptly in writing, or by
     other communication as specified in the preceding sentence.

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14. Entire Agreement; Severability

     This Agreement shall supersede any existing agreements between the parties
     containing general terms and conditions for repurchase transactions. Each
     provision and agreement herein shall be treated as separate and independent
     from any other provision or agreement herein and shall be enforceable
     notwithstanding the unenforceability of any such other provision or
     agreement.

15. Non-assignability; Termination

     (a)  The rights and obligations of the parties under this Agreement and
          under any Transaction shall not be assigned by either party without
          the prior written consent of the other party, and any such assignment
          without the prior written consent of the other party shall be null and
          void. Subject to the foregoing, this Agreement and any Transactions
          shall be binding upon and shall inure to the benefit of the parties
          and their respective successors and assigns. This Agreement may be
          terminated by either party upon giving written notice to the other,
          except that this Agreement shall, notwithstanding such notice, remain
          applicable to any Transactions then outstanding.

     (b)  Subparagraph (a) of this Paragraph 15 shall not preclude a party from
          assigning, charging or otherwise dealing with all or any part of its
          interest in any sum payable to it under Paragraph 11 hereof.

16. Governing Law

     This Agreement shall be governed by the laws of the State of New York
     without giving effect to the conflict of law principles thereof.

17. No Waivers, Etc.

     No express or implied waiver of any Event of Default by either party shall
     constitute a waiver of any other Event of Default and no exercise of any
     remedy hereunder by any party shall constitute a waiver of its right to
     exercise any other remedy hereunder. No modification or waiver of any
     provision of this Agreement and no consent by any party to a departure
     herefrom shall be effective unless and until such shall be in writing and
     duly executed by both of the parties hereto. Without limitation on any of
     the foregoing, the failure to give a notice pursuant to Paragraph 4(a) or
     4(b) hereof will not constitute a waiver of any right to do so at a later
     date.

18. Use of Employee Plan Assets

     (a)  If assets of an employee benefit plan subject to any provision of the
          Employee Retirement Income Security Act of 1974 ("ERISA") are intended
          to be used by either party hereto (the "Plan Party") in a Transaction,
          the Plan Party shall so notify the other party prior to the
          Transaction. The Plan Party shall represent in writing to the other
          party that the Transaction does not constitute a prohibited
          transaction under ERISA or is otherwise exempt therefrom, and the
          other party may proceed in reliance thereon but shall not be required
          so to proceed.

                                       11
<PAGE>

     (b)  Subject to the last sentence of subparagraph (a) of this Paragraph,
          any such Transaction shall proceed only if Seller furnishes or has
          furnished to Buyer its most recent available audited statement of its
          financial condition and its most recent subsequent unaudited statement
          of its financial condition.

     (c)  By entering into a Transaction pursuant to this Paragraph, Seller
          shall be deemed (i) to represent to Buyer that since the date of
          Seller's latest such financial statements, there has been no material
          adverse change in Seller's financial condition which Seller has not
          disclosed to Buyer, and (ii) to agree to provide Buyer with future
          audited and unaudited statements of its financial condition as they
          are issued, so long as it is a Seller in any outstanding Transaction
          involving a Plan Party.

19. Intent

     (a)  The parties recognize that each Transaction is a "repurchase
          agreement" as that term is defined in Section 101 of Title 11 of the
          United States Code, as amended (except insofar as the type of
          Securities subject to such Transaction or the term of such Transaction
          would render such definition inapplicable), and a "securities
          contract" as that term is defined in Section 741 of Title 11 of the
          United States Code, as amended (except insofar as the type of assets
          subject to such Transaction would render such definition
          inapplicable).

     (b)  It is understood that either party's right to liquidate Securities
          delivered to it in connection with Transactions hereunder or to
          exercise any other remedies pursuant to Paragraph 11 hereof is a
          contractual right to liquidate such Transaction as described in
          Sections 555 and 559 of Title 11 of the United States Code, as
          amended.

     (c)  The parties agree and acknowledge that if a party hereto is an
          "insured depository institution," as such term is defined in the
          Federal Deposit Insurance Act, as amended ("FDIA"), then each
          Transaction hereunder is a "qualified financial contract," as that
          term is defined in FDIA and any rules, orders or policy statements
          thereunder (except insofar as the type of assets subject to such
          Transaction would render such definition inapplicable).

     (d)  It is understood that this Agreement constitutes a "netting contract"
          as defined in and subject to Title IV of the Federal Deposit Insurance
          Corporation Improvement Act of 1991 ("FDICIA") and each payment
          entitlement and payment obligation under any Transaction hereunder
          shall constitute a "covered contractual payment entitlement" or
          "covered contractual payment obligation", respectively, as defined in
          and subject to FDICIA (except insofar as one or both of the parties is
          not a "financial institution" as that term is defined In FDICIA).

                                       12
<PAGE>

20. Disclosure Relating to Certain Federal Protections

     The  parties acknowledge that they have been advised that:

     (a)  in the case of Transactions in which one of the parties is a broker or
          dealer registered with the Securities and Exchange Commission ("SEC")
          under Section 15 of the Securities Exchange Act of 1934 ("1934 Act"),
          the Securities Investor Protection Corporation has taken the position
          that the provisions of the Securities Investor Protection Act of 1970
          ("SIPA") do not protect the other party with respect to any
          Transaction hereunder;

     (b)  in the case of Transactions in which one of the parties is a
          government securities broker or a government securities dealer
          registered with the SEC under Section 15C of the 1934 Act, SIPA will
          not provide protection to the other party with respect to any
          Transaction hereunder; and

                                       13
<PAGE>

     (c)  in the case of Transactions in which one of the parties is a financial
          institution, funds held by the financial institution pursuant to a
          Transaction hereunder are not a deposit and therefore are not insured
          by the Federal Deposit Insurance Corporation or the National Credit
          Union Share Insurance Fund, as applicable.


Merrill Lynch Mortgage Capital Inc.            Green Tree Finance Corp. -- Three

By:  /s/ James B. Cason                        By:  /s/ Phyllis a. Knight
     -------------------------------                ----------------------------

Title:  Director                               Title:  Senior Vice Pres & Treas.
        ----------------------------                   -------------------------

Date:  4/5/01                                  Date:  4/5/01
       -----------------------------                  --------------------------


Conseco Finance Corp.,
    solely for purposes of confirming
    its obligations under Paragraphs 19
    and 23 of Annex I

By:  /s/ Phyllis A. Knight
     -------------------------------

Title:  Senior Vice Pres. & Treas.
        ----------------------------

Date:  4/5/01
       -----------------------------


                                       14

<PAGE>


                                     ANNEX I

                              SUPPLEMENTAL TERMS TO
             THIRD AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT,
                       DATED AS OF APRIL 5, 2001, BETWEEN
                     MERRILL LYNCH MORTGAGE CAPITAL INC. AND
                         GREEN TREE FINANCE CORP.--THREE

1.        APPLICABILITY. These Supplemental Terms (the "Supplemental Terms") to
          the Master Repurchase Agreement (the "Master Repurchase Agreement",
          and collectively with these Supplemental Terms, the "Agreement")
          modify the terms and conditions under which the parties hereto, from
          time to time, enter into Transactions.

2.        ADDITIONAL DEFINITIONS.

          (a)  Capitalized terms used herein and not otherwise defined shall
               have the meanings set forth in the Master Repurchase Agreement.

          (b)  "Adjusted Tangible Net Worth" means, at any date, the sum of (a)
               GAAP Net Worth plus (b) the amount of intercompany Indebtedness
               converted to preferred stock effective September 22, 2000 (to the
               extent such preferred stock is not included in GAAP Net Worth),
               plus (c) writedowns on or after September 22, 2000 of all
               Interest Only Securities and capitalized servicing rights of
               Conseco Finance and its Subsidiaries, in an aggregate amount not
               to exceed $450,000,000, minus (d) any Indebtedness owing by
               Conseco Inc. or any of its Affiliates (other than Conseco Finance
               or any Subsidiary thereof) to Conseco Finance or any Subsidiary
               thereof as of such date, minus (e) any amount that would be
               included on the consolidated balance sheet of Conseco Finance as
               goodwill and deferred charges in accordance with GAAP.

          (c)  "Affiliate", with respect to any Person, refers to a spouse of
               such Person, any relative (by blood, adoption or marriage) of
               such person within the third degree, any director, officer,
               employee or partner of such Person, and any other Person,
               directly or indirectly controlling, controlled by or under common
               control with such Person, and any Affiliate of any of the
               foregoing. The term "control" mean the possession, directly or
               indirectly, of the power to direct or cause the direction of the
               management policies of the Person, whether through the ownership
               of securities, by contract or otherwise.

          (d)  "Buyer" shall refer to Merrill Lynch Mortgage Capital Inc.

          (e)  "Business Day" means any day other than (a) a Saturday or a
               Sunday or (b) another day on which banking institutions in the
               States of Minnesota or New York are authorized or obligated by
               law, executive order, or governmental decree to be closed; all
               references to "business day" in the Master Repurchase Agreement
               shall be deemed to be references to Business Day.
<PAGE>

          (f)  "Cash Equivalents" means (a) securities issued or fully
               guaranteed or insured by the United States government or any
               agency thereof, (b) certificates of deposit, eurodollar time
               deposits, overnight bank deposits and bankers' acceptances of any
               commercial bank organized under the laws of the United States,
               any state thereof, the District of Columbia, any foreign bank, or
               its branches or agencies (fully protected against currency
               fluctuations) which, at the time of acquisition, are rated at
               least "A-1" by Standard & Poor's Rating Services ("S&P") or "P-1"
               by Moody's Investors Services, Inc. ("Moody's"), (c) commercial
               paper of an issuer rated at least "A-1" by S&P or "P-1" by
               Moody's, and (d) shares of any money market fund that (i) has at
               least 95% of its assets invested continuously in the types of
               investments referred to in clauses (a) through (c) above, (ii)
               has net assets of not less than $500,000,000 and (iii) is rated
               at least "A-1" by S&P or "P-1" by Moody's; provided, however,
               that the maturities of all obligations of the type specified in
               clauses (a) through (c) above shall not exceed 180 days.

          (g)  "Change of Control" means any acquisition by any Person, or two
               or more Persons acting in concert, of beneficial ownership
               (within the meaning of Rule 13d-3 of the Securities and Exchange
               Commission under the Exchange Act) of 30% or more, in the case of
               Conseco, Inc., 45% or more, in the case of Conseco Finance, and
               100% in the case of Seller, of the outstanding shares of voting
               stock of the applicable entity (other than an acquisition by any
               Person or Persons who are officers or directors of the subject
               entity on the date hereof or any Affiliate thereof controlled by
               the relevant officer or director).

          (h)  "Chattel Paper" refers to a MH Contract that does not constitute
               a Land-and-Home Contract.

          (i)  "Conseco Finance" refers to Conseco Finance Corp.

          (j)  "Custodial Agreement" shall refer to the amended and restated
               reverse repurchase tri-party custodial agreement dated as of even
               date herewith, between the parties having ownership interests in
               the related Securities and the party named as custodian therein,
               providing for the maintenance of ownership records relating to
               the Securities.

          (k)  "Custodian" refers to the party named as custodian in the
               Custodial Agreement, or any permitted successor thereto.

          (l)  "Electronic Ledger" refers to the electronic master record of
               installment sale contracts of the Seller.

          (m)  "Exchange Act" means the Securities Exchange Act of 1934 and the
               regulations promulgated thereunder.

          (n)  "FHA" shall refer to the Federal Housing Administration of HUD.

          (o)  "Fiscal Quarter" means any fiscal quarter of a Fiscal Year.

                                       2
<PAGE>

          (p)  "Fiscal Year" means any period of twelve consecutive calendar
               months ending on December 31.

          (q)  "Fixed Charge Coverage Ratio" means, for any period, the ratio of
               (a) Pre Tax Operating Income for such period to (b) Interest
               Expense for such period.

          (r)  "GAAP" means generally accepted accounting principles
               consistently applied.

          (s)  "GAAP Net Worth" means, at any date, the stockholders' equity
               that would be reflected on a consolidated balance sheet of
               Conseco Finance and its Subsidiaries at such date prepared in
               accordance with GAAP, inclusive of preferred stock, to the extent
               such preferred stock is not included in stockholders' equity in
               accordance with GAAP.

          (t)  "Guarantor" shall refer to Conseco Finance.

          (u)  "Guaranty" shall refer to the guaranty by Guarantor of the
               obligations of Seller under the Agreement in the form of Exhibit
               E hereto.

          (v)  "High LTV HELOC Loans" shall refer to Home Equity Loans having a
               loan-to-value ratio of not greater than 115% and a minimum FICO
               score of 670.

          (w)  "Home Equity Loans" shall refer to the home equity loans secured
               by first or second liens on single family residential real
               property (including, without limitation, condominiums and planned
               unit developments), the ownership of which is evidenced by a
               Trust Receipt.

          (x)  "Home Improvement Loans" refers to home improvement installment
               loan contracts and promissory notes, the ownership of which is
               evidenced by a Trust Receipt. Each Home Improvement Loan shall be
               secured by a first, second or third lien on single family
               residential real property (including, without limitation,
               condominiums and planned unit developments).

          (y)  "HUD" shall refer to the Department of Housing and Urban
               Development.

          (z)  "Indebtedness" of Conseco Finance means Conseco Finance's (a)
               obligations for borrowed money, (b) obligations representing the
               deferred purchase price of property (whether real or personal,
               tangible or intangible) or services (other than accounts payable
               arising in the ordinary course of such Conseco Finance's business
               payable on terms customary in the trade), (c) obligations,
               whether or not assumed, secured by liens or payable out of the
               proceeds or production from property now or hereafter owned or
               acquired by Conseco Finance, (d) obligations which are evidenced
               by notes, acceptances, or similar instruments, (e) capitalized
               lease obligations, (f) rate hedging obligations, (g) contingent
               obligations of any type, (h) obligations for which Conseco
               Finance is obligated pursuant to or in respect of a letter of
               credit or similar instrument and (i) repurchase obligations or
               liabilities of Conseco Finance with respect to accounts or notes
               receivable and chattel paper sold by such Person.

                                       3
<PAGE>

          (aa) "Interest Expense" means, for any period, all interest paid or
               accrued during such period by Conseco Finance and its
               Subsidiaries on a consolidated basis, determined in accordance
               with GAAP.

          (bb) "Interest Only Security" means any interest retained by Seller or
               its Affiliate relating to the sale or securitization of loans,
               leases, receivables or installment contracts, which constitutes
               an interest only security asset in accordance with GAAP.

          (cc) "Land-and-Home Contract" refers to a MH Contract that is secured
               by a mortgage or deed of trust on real estate on which the
               related manufactured home is situated, and which manufactured
               home is considered or classified as part of the real estate under
               the laws of the jurisdiction in which it is located.

          (dd) "List of Home Equity Loans" shall mean a detailed listing of Home
               Equity Loans provided by Seller to Buyer.

          (ee) "List of Home Improvement Loans" shall mean a detailed listing of
               Home Improvement Loans provided by Seller to Buyer.

          (ff) "List of MH Contracts" shall mean a detailed listing of MH
               Contracts provided by Seller to Buyer.

          (gg) "Loan File" shall have the meaning set forth in the Custodial
               Agreement.

          (hh) "Market Value" shall, in addition to the definition set forth in
               the Master Repurchase Agreement, provide that:

               (i)  the Market Value of any Security shall be determined solely
                    by Buyer;

               (ii) the Market Value of a Security shall be determined by
                    valuing such Security net of any applicable servicing fee;

              (iii) except as otherwise agreed to by Buyer in its sole
                    discretion, a value of zero shall be assigned to:

                    (1)  any Security is more than thirty (30) days past its due
                         date;

                    (2)  any Wet Security other than Wet Chattel Paper with
                         respect to which the related Loan File has not been
                         delivered to the Custodian within ten (10) Business
                         Days of the Purchase Date thereof with respect to the
                         first $100,000,000 of Wet Securities outstanding and
                         seven (7) Business Days for all Wet Securities in
                         excess of such $100,000,000 threshold;

                    (3)  any Wet Chattel Paper with respect to which the Loan
                         File has not been delivered to the Custodian within
                         twenty-one (21) days of the Purchase Date thereof;

                                       4
<PAGE>

                    (4)  any Security that remains subject to this Agreement for
                         more than 270 days, unless such Security is subject to
                         a forward purchase commitment by a third-party
                         purchaser and in a form acceptable to Buyer in its sole
                         discretion, shall have a Market Value of zero;

                    (5)  any Security that was originated more than 180 days
                         prior to its initial Purchase hereunder other than as
                         provided in Paragraph 12 (i) hereof;

                    (6)  any Security determined by Buyer in its reasonable
                         business judgment not to be eligible for whole loan
                         sale or securitization in a transaction consistent with
                         prevailing standards in the asset sale and
                         securitization industry;

                    (7)  any Security would, in the reasonable judgment of
                         Buyer, be classified as "predatory" under applicable
                         consumer lending laws or would cause Buyer to violate
                         any order, agreement or other contractual arrangement
                         to which Buyer is subject to or is a party to; and

               (iv) in no event shall the Market Value of a Security exceed the
                    outstanding principal amount thereof.

          (ii) "MH Contract" refers to a first lien manufactured housing
               conditional sales contract, including any Land-and-Home Contract
               and Chattel Paper, the ownership of which is evidenced by a Trust
               Receipt.

          (jj) "Net Income" means, for any period, with respect to Conseco
               Finance and its Subsidiaries on a consolidated basis (other than
               any Subsidiary which is prohibited from declaring or paying
               dividends or otherwise advancing funds to its parent whether by
               contract or otherwise), cumulative net income earned during such
               period as determined in accordance with GAAP.

          (kk) "Non-Warehouse Debt" means, at any time, all Indebtedness of
               Conseco Finance for borrowed money (including without limitation
               all liabilities in respect of deposit products, notes payable,
               notes payable to Conseco Inc. (net of receivables due from
               Conseco Inc.), bonds and other Indebtedness) less the sum of
               Unrestricted Cash and Cash Equivalents at such time plus the book
               value of all finance receivables and plus 85% of servicing
               advance receivables.

          (ll) "Operating Cash Flow" means, for any period, cash flow from the
               operations of Conseco Finance for such period (as reported under
               "Cash Flow From Operations" in Conseco Finance's statements of
               cash flow filed with the Securities and Exchange Commission) for
               such period.

          (mm) "Owner" shall have the meaning set forth in the Custodial
               Agreement.

                                       5
<PAGE>

          (nn) "Person" refers to a corporation, association, partnership,
               organization, business, trust, individual, a government or
               political subdivision thereof, any governmental agency or any
               other entity.

          (oo) "Pre Tax Operating Income" means, for any period, Net Income for
               such period, plus (a) income and franchise taxes paid or accrued
               during such period, (b) Interest Expense, (c) losses derived from
               discontinued operations of Conseco Finance and its Subsidiaries
               during such period and (d) extraordinary losses and non-recurring
               losses of Conseco Finance and its Subsidiaries in an amount with
               respect to Interest Only Securities and capitalized servicing
               rights of Conseco Finance and its Subsidiaries not to exceed
               $450,000,000 in the aggregate minus (a) income derived from
               discontinued operations of Conseco Finance and its subsidiaries
               during such period and (b) extraordinary gains and non-recurring
               gains of Conseco Finance and its Subsidiaries.

          (pp) "Purchase Agreement" means the form of purchase agreement
               attached hereto as Exhibit E.

          (qq) "Securities" shall refer to MH Contracts, Home Improvement Loans
               and Home Equity Loans; provided, however, that such MH Contracts,
               Home Improvement Loans and Home Equity Loans shall not be deemed
               to be securities for any federal securities law or state blue sky
               law purposes; provided, further, that in the event Merrill Lynch
               Capital Markets is not selected to be, or has resigned as, the
               lead manager or a co-manager for the securitization of any of the
               MH Contracts, Home Improvement Loans or Home Equity Loans, such
               MH Contracts, Home Improvement Loans or Home Equity Loans shall,
               at the election of Buyer in its discretion, be deemed not to be
               eligible for purchase by Buyer hereunder.

          (rr) "Seller" shall refer to Green Tree Finance Corp.--Three.

          (ss) "Step-Up Rate Contract" shall refer to any MH Contract bearing
               interest during an initial period at a fixed rate that is lower
               than the fixed rate borne thereafter.

          (tt) "Structured Transaction" means an asset-backed or mortgage-backed
               securitization.

          (uu) "Subsidiary" means (a) any corporation more than 50% of the
               outstanding securities having ordinary voting power of which
               shall at the time be owned or controlled, directly or indirectly,
               by Conseco Finance or by one or more of its Subsidiaries, or (b)
               any partnership, limited liability company, association, joint
               venture or similar business organization more than 50% of the
               ownership interests having ordinary voting power of which shall
               at the time be so owned or controlled.

          (vv) "Total Managed Receivables" means, for any period, the "averaged
               managed receivables", as such term is reported in the related
               filing with the Securities and Exchange Commission for such
               period.

                                       6
<PAGE>

          (ww) "Transaction" shall, in addition to the definition set forth in
               the Master Repurchase Agreement, refer to deliveries of
               Securities or cash pursuant to Paragraph 4(a) of the Master
               Repurchase Agreement and substitutions pursuant to Paragraph 9 of
               the Master Repurchase Agreement.

          (xx) "Trust Receipt" means a receipt issued by the Custodian under the
               Custodial Agreement.

          (yy) "UCC" refers to the Uniform Commercial Code as in effect in the
               applicable jurisdiction.

          (zz) "Unrestricted Cash" means, at any date, all available cash on
               deposit in bank accounts of Conseco Finance, provided the
               accounts into which such cash is deposited are not subject to any
               lien, security interest or control agreement or otherwise
               encumbered (excluding customary rights of set-off) or restricted
               in any way.

         (aaa) "Wet Chattel Paper" means Chattel Paper for which the related
               Loan Files have not been delivered to the Custodian as of the
               Purchase Date.

         (bbb) "Wet MH Contracts" means those Land-and-Home Contracts for which
               the related Loan Files have not been delivered to the Custodian
               as of the Purchase Date.

         (ccc) "Wet Home Equity Loans" means those Home Equity Loans for which
               the related Loan Files have not been delivered to the Custodian
               as of the Purchase Date.

         (ddd) "Wet Home Improvement Loans" means those Home Improvement Loans
               for which the related Loan Files have not been delivered to the
               Custodian as of the Purchase Date.

         (eee) "Wet Security" means a Wet Home Improvement Loan, Wet Home
               Equity Loan and/or Wet MH Contract.

3.        CONFIRMATIONS. Each Confirmation shall be binding upon the parties
          hereto unless written notice of objection is given by the objecting
          party to the other party within two (2) business days after the
          objecting party's receipt of such Confirmation.

4.        INCOME PAYMENTS. So long as no Event of Default shall have occurred
          and be continuing, Seller shall be entitled to all payments of
          principal and interest and principal prepayments payable to the holder
          of the Purchased Securities.

5.        SECURITY INTEREST.

          (a)  In the event, for any reason, any Transaction is construed by any
               court as a secured loan rather than a purchase and sale, the
               parties intend that Buyer shall have a perfected first priority
               security interest in all of the Purchased Securities.

                                       7
<PAGE>

          (b)  Seller shall pay all fees and expenses associated with perfecting
               such security interest including, without limitation, the cost of
               filing financing statements under the UCC.

          (c)  In the event that Buyer elects to engage in repurchase
               transactions with the Purchased Securities or otherwise elects to
               pledge or hypothecate the Purchased Securities, Seller shall, at
               the request of Buyer and at the expense of Seller, provide
               Buyer's counterparty in such repurchase transaction with an
               opinion of counsel to the effect that such counterparty has
               either an ownership interest or a perfected first priority
               security interest in such Purchased Securities.

6.        REPRESENTATIONS, WARRANTIES AND COVENANTS.

          (a)  Each party represents and warrants, and shall on and as of the
               Purchase Date of any Transaction be deemed to represent and
               warrant, as follows:

               (i)  the execution, delivery and performance of the Agreement and
                    the performance of each Transaction do not and will not
                    result in or require the creation of any lien, security
                    interest or other charge or encumbrance (other than pursuant
                    hereto) upon or with respect to any of its properties; and

               (ii) the Agreement is, and each Transaction when entered into
                    under the Agreement will be, a legal, valid and binding
                    obligation of it enforceable against it in accordance with
                    the terms of the Agreement.

          (b)  Seller represents and warrants to Buyer, and shall on and as of
               the Purchase Date of any Transaction be deemed to represent and
               warrant, as follows:

               (i)  the documents disclosed by Seller to Buyer pursuant Section
                    18 of these Supplemental Terms are either original documents
                    or genuine and true copies thereof;

               (ii) Seller is a separate and independent corporate entity from
                    the custodian named in the Custodial Agreement or any
                    sub-custodian for any Purchased Securities, Seller does not
                    own a controlling interest in such custodian or any such
                    sub-custodian either directly or through Affiliates and no
                    director or officer of Seller is also a director or officer
                    of such custodian or any such sub-custodian;

              (iii) Seller shall be at the time it delivers any Purchased
                    Securities for any Transaction, and shall continue to be,
                    through the Purchase Date relating to each such Transaction,
                    the legal and beneficial owner of such Purchased Securities
                    free and clear of any lien, security interest, option or
                    encumbrance except for the security interest created by the
                    Agreement;

               (iv) each Purchased Security was originated by Conseco Finance
                    directly or through its correspondent network in its
                    ordinary course of business and has not been purchased in
                    any bulk transaction, unless otherwise expressly approved by
                    Buyer in writing;

                                       8
<PAGE>

               (v)  each Purchased Security was underwritten in accordance with
                    the written underwriting standards of Conseco Finance
                    furnished by Seller to Buyer, and no material change to such
                    underwriting standards has occurred since the date of the
                    last written revision to such standards was furnished to
                    Buyer by Seller;

               (vi) except for the effect of the representations and warranties
                    made hereunder, no adverse selection procedures have been
                    employed in selecting the Purchased Securities for
                    Transactions hereunder;

              (vii) since the date of the most recent financial statement of
                    Seller, delivered by it pursuant to Paragraph 10 hereof,
                    there has been no material adverse change in the financial
                    condition or results or operations of Seller;

             (viii) Seller has capital in an amount at least equal to
                    $1,000,000 in the form of cash or U.S. Treasury bills;

               (ix) Seller is in possession of a note of Conseco Finance, made
                    payable to Seller in the amount of at least $1,000,000,
                    which note is subordinated to all outstanding debt of
                    Conseco Finance; and

               (x)  the Purchased Securities conform to the type of Home Equity
                    Loans, Home Improvement Loans and MH Contracts that are
                    acceptable for securitization under prevailing market
                    standards in Buyer's reasonable business judgment based
                    upon, but not limited to, the criteria of loan to value
                    ratio, combined loan to value ratio, debt to income ratio,
                    note rate and credit score.

          (c)  Seller makes the representations and warranties to Buyer
               concerning the MH Contracts, and shall as of the Purchase Date of
               any Transaction be deemed to make such representations and
               warranties, as are set forth at Exhibit A-1 hereto, with respect
               to those MH Contracts constituting Chattel Paper, and Exhibit A-2
               hereto, with respect to those MH Contracts constituting
               Land-and-Home Contracts. Seller further represents and warrants
               to Buyer that the Exhibit A-1 and A-2 representations and
               warranties, as applicable, shall continue to be true for all MH
               Contracts through the Repurchase Date of the related Transaction.
               The representations and warranties set forth at Exhibits A-1 and
               A-2 hereto are incorporated herein in their entirety.

          (d)  Seller makes the representations and warranties to Buyer
               concerning the Home Equity Loans, and shall as of the Purchase
               Date of any Transaction be deemed to make such representations
               and warranties, as are set forth at Exhibit B hereto. Seller
               further represents and warrants to Buyer that the Exhibit B
               representations and warranties shall continue to be true for all
               Home Equity Loans through the Repurchase Date of the related
               Transactions. The representations and warranties set forth at
               Exhibit B hereto are incorporated herein in their entirety.

                                       9
<PAGE>

          (e)  Seller makes the representations and warranties to Buyer
               concerning the Home Improvement Loans, and shall as of the
               Purchase Date of any Transaction be deemed to make such
               representations and warranties, as are set forth at Exhibit C
               hereto. Seller further represents and warrants to Buyer that the
               Exhibit C representations and warranties shall continue to be
               true for all Home Improvement Loans through the Repurchase Date
               of the related Transactions. The representations and warranties
               set forth at Exhibit C hereto are incorporated herein in their
               entirety.

          (f)  Seller covenants and agrees to indemnify and hold harmless Buyer
               for all costs and expenses incurred by Buyer:

               (i)  in the event that applicable law or regulations governing
                    Transactions shall change so as to increase Buyer's
                    transaction costs or impose taxes or any withholding
                    requirement on Buyer; or

               (ii) in the event that Seller terminates any Transaction prior to
                    its agreed upon Repurchase Date, which costs shall include,
                    without limitation, (A) Buyer's actual cost (including all
                    fees, expenses and commissions) of (i) entering into
                    replacement transactions; (ii) entering into or terminating
                    hedge transactions; and/or (ii) terminating transactions or
                    substituting securities in like transactions with third
                    parties in connection with or as a result of such
                    substitution or termination, and (B) to the extent Buyer
                    determines not to enter into replacement transactions, the
                    loss incurred by Buyer directly arising or resulting from
                    such termination.

          The foregoing amounts shall be solely determined and calculated by
          Buyer in good faith.

7.        EVENTS OF DEFAULT.

          (a)  The term "Event of Default" shall, in addition to the definition
               set forth in the Master Repurchase Agreement, include the
               following events:

               (i)  any governmental or self-regulatory authority shall take
                    possession of Buyer or Seller or its property or appoint any
                    receiver, conservator or other official, or such party shall
                    take any action to authorize any of the actions set forth in
                    this clause (i);

               (ii) Buyer shall have reasonably determined that Seller is or
                    will be unable to meet its commitments under the Agreement,
                    shall have notified Seller of such determination and Seller
                    shall not have responded with appropriate information to the
                    contrary to the satisfaction of Buyer within twenty-four
                    (24) hours;

                                       10
<PAGE>

              (iii) the Agreement shall for any reason cease to create either
                    an ownership interest (which ownership interest shall be
                    confirmed upon request of Buyer in an opinion of counsel
                    provided by Seller) or a valid, first priority security
                    interest in any of the Purchased Securities purported to be
                    covered thereby;

               (iv) a final judgment by any competent court in the United States
                    of America for the payment of money in an amount of at least
                    $1,000,000 is rendered against the defaulting party, and the
                    same remains undischarged for a period of 60 days during
                    which execution of such judgment is not effectively stayed;

               (v)  any representation or warranty made by Seller or Buyer in
                    the Agreement or the Custodial Agreement shall have been
                    incorrect or untrue when made or repeated or when deemed to
                    have been made or repeated or, in the case of continuing
                    representations, shall be untrue in any material respect
                    during the term of any Transaction under the Agreement;

               (vi) The capitalization of Seller shall at any time fail to
                    comply with the structure set forth in Sections 6(b)(viii)
                    and (ix) herein;

               (vii) Seller, Conseco Finance, Conseco, Inc. or CIHC Inc. (the
                    "Conseco Entities") shall have caused an Event of Default
                    (as defined therein) under (a) the Agreement, (b) any swap,
                    hedge or International Swap Dealers Association agreement
                    (an "ISDA" Agreement) with the Buyer or any Affiliate of the
                    Buyer which results in a net settlement payment (on a
                    contract -by-contract basis) payable by any Conseco Entity
                    of $10,000,000 or more, or (c) the Conseco, Inc. Bank
                    Facilities, each dated as of September 22,2000; provided
                    however, that a breach of the financial covenants under the
                    agreements described in subclause (a) and (c) shall not
                    constitute an Event of Default hereunder unless there is a
                    failure on the part of such Conseco Entity to repay
                    indebtedness or to make a net settlement payment (on a
                    contract-by-contract basis) under such swap, hedge or ISDA
                    Agreement with a party other than Buyer or an Affiliate of
                    Buyer of, in each case, at least $50,000,000;

             (viii) The Guarantor shall no longer be a duly organized and
                    validly existing corporation in good standing under the laws
                    of the state of its incorporation with the power and
                    authority to enter into and perform its obligations under
                    the Guaranty;

               (ix) The Guaranty is no longer in full force and effect; and

               (x)  Conseco Finance shall fail to maintain on a consolidated
                    basis:

                         (1) minimum Adjusted Tangible Net Worth of at least
                    $1,950,000,000;

                                       11
<PAGE>

                         (2) GAAP Net Worth to Total Managed Receivables of not
                    less than 4:100;

                         (3) a ratio of Non-Warehouse Debt to GAAP Net Worth of
                    not more than 1:2 as measured on a quarterly basis;

                         (4) for the six-month period ending on the last day of
                    the Fiscal Quarter ending March 31, 2001, the nine-month
                    period ending on the last day of the Fiscal Quarter ending
                    June 30, 2001, the twelve-month period ending on the last
                    day of the Fiscal Quarter ending September 30, 2001, and the
                    twelve-month period ending on the last day of each
                    subsequent Fiscal Quarter, a Fixed Charge Coverage Ratio of
                    not less than 1.0:1.0; and

                         (5) for the six-month period ending on the last day of
                    the Fiscal Quarter ending March 31, 2001, the nine-month
                    period ending on the last day of the Fiscal Quarter ending
                    June 30, 2001, the twelve-month period ending on the last
                    day of the Fiscal Quarter ending September 30, 2001, and the
                    twelve-month period ending on the last day of each
                    subsequent Fiscal Quarter, a positive Operating Cash Flow.

          (b)  Upon the occurrence and during the continuance of an Event of
               Default by Seller:

               (i)  all rights of Seller to receive payments which it would
                    otherwise be authorized to receive pursuant to Section 4 of
                    these Supplemental Terms shall cease, and all such rights
                    shall thereupon become vested in Buyer, which shall
                    thereupon have the sole right to receive such payments and
                    apply them to the aggregate unpaid Repurchase Prices owed by
                    Seller;

               (ii) all payments which are received by Seller contrary to the
                    provisions of the preceding clause (i) shall be received in
                    trust for the benefit of Buyer and shall be segregated from
                    other funds of Seller;

               (iii) if requested by Buyer, Seller shall establish a lock-box
                    account for receipt of payments on the Purchased Securities;
                    and

               (iv) Buyer shall have the right but not the obligation to
                    purchase under the Purchase Agreement or other mutually
                    agreeable document the Purchased Securities from Seller for
                    a price net of amounts owed to Buyer hereunder.

          (c)  Any sale of Purchased Securities under Paragraph 11 of the Master
               Repurchase Agreement shall be conducted in a commercially
               reasonable manner.

          (d)  Expenses incurred in connection with an Event of Default shall
               include without limitation those costs and expenses incurred by
               the nondefaulting party as a result of the early termination of
               any repurchase agreement or reverse repurchase agreement entered
               into by the nondefaulting party in connection with the
               Transaction then in default.

                                       12
<PAGE>

8.        ADDITIONAL EVENTS OF TERMINATION.

          (a)  At the option of Buyer, exercised by written notice to Seller and
               Conseco Finance, the Repurchase Date for each Transaction under
               the Agreement shall be deemed to immediately occur in the event
               that:

               (i)  in the judgment of Buyer a material adverse change shall
                    have occurred in the business, operations, properties,
                    prospects or condition (financial or otherwise) of Conseco
                    Finance or Seller; provided, however, that this event shall
                    cause the Repurchase Dates to immediately occur only for
                    Transactions that were not the subject of a pre-existing
                    written commitment between Buyer and Seller;

               (ii) Buyer shall request written assurances as to the financial
                    well-being of Conseco Finance or Seller and such assurances
                    shall not have been provided within twenty-four (24) hours
                    of such request;

              (iii) The senior debt obligations or short-term debt obligations
                    of Merrill Lynch & Co., Inc. shall be rated below the four
                    highest grades by any nationally recognized statistical
                    rating organization;

               (iv) A Change of Control of Conseco Finance shall occur; or

               (v)  A Change of Control of Conseco, Inc. shall occur.

          (b)  The events specified in Section 8(a) of these Supplemental Terms
               which may, at the option of Buyer, cause an acceleration of the
               Repurchase Date for each Transaction shall be in addition to any
               other rights of Buyer to cause such an acceleration under the
               Agreement.

9.        SUBSTITUTION. Paragraph 9 of the Master Repurchase Agreement is
          amended by adding at the end of the last subparagraph the following
          subparagraphs (c) and (d):

          (c) In the case of any Transaction for which the Repurchase Date is
          other than the business day immediately following the Purchase Date
          and with respect to which Seller does not have any existing right to
          substitute substantially the same Securities for the Purchased
          Securities (securities shall be deemed to be substantially the same as
          Purchased Securities only if they are of the same or higher credit
          quality as the Purchased Securities, unless otherwise agreed to by the
          Buyer), Seller shall have the right, subject to the proviso to this
          sentence, upon ten (10) business days' prior written notice to Buyer,
          which notice shall be given at or prior to 10:00 a.m. (New York time),
          to substitute substantially the same Securities for any Purchased
          Securities; provided, however, that Buyer may elect not to accept such
          substitution. In the event such substitution is accepted by Buyer,
          such substitution shall be made by Seller's transfer to Buyer of such
          other Securities and Buyer's transfer to Seller of such Purchased
          Securities, and after substitution, the substituted Securities shall
          be deemed to be Purchased Securities. In the event Buyer elects not to
          accept such substitution, Buyer shall offer Seller the right to
          terminate the Transaction subject to subparagraph (d) below.

                                       13
<PAGE>

          (d) In the event Seller exercises its right to substitute or terminate
          under sub-paragraph (c), Seller shall be obligated to pay to Buyer, by
          the close of the business day of such substitution or termination, as
          the case may be, an amount equal to (A) Buyer's actual cost (including
          all fees, expenses and commissions) of (i) entering into replacement
          transactions; (ii) entering into or terminating hedge transactions;
          (iii) terminating transactions or substituting securities in like
          transactions with third parties in connection with or as a result of
          such substitution or termination; and/or (iv) performing due diligence
          with respect to substituted Securities, and (B) to the extent Buyer
          determines not to enter replacement transactions, the loss incurred by
          Buyer directly arising or resulting from such substitution or
          termination. The foregoing amounts shall be solely determined and
          calculated by Buyer in good faith.

10.       FINANCIAL STATEMENTS. Seller shall cause Conseco Finance to furnish to
          Buyer the following:

          (a)  Monthly. (i) As soon as available but not later than 30 days
               after the end of each month commencing with March 2001 financial
               information regarding Conseco Finance consisting of consolidated
               unaudited balance sheets as of the close of such month and the
               related statements of income and cash flow for such month, in
               each case certified by the chief executive officer, chief
               operating officer, chief financial officer or treasurer, or any
               other officer having substantially the same authority and
               responsibility, including any vice president with responsibility
               for or knowledge of financial matters (a "Responsible Officer"),
               of Conseco Finance as fairly presenting the consolidated
               financial position of Conseco Finance and its subsidiaries as at
               the dates indicated and the results of their operations and cash
               flow for the periods indicated in accordance with generally
               accepted accounting principles set forth from time to time in the
               opinions and pronouncements of the Accounting Principles Board
               and the American Institute of Certified Public Accountants and
               statements and pronouncements of the Financial Accounting
               Standards Board (or agencies with similar functions of comparable
               stature and authority within the U.S. accounting profession),
               which are applicable to the circumstances as of the date of
               determination ("GAAP"); (ii) as soon as available but not later
               than 15 days after the end of each month commencing with March
               2001, a budget forecast for cash use by Conseco Finance for the
               two month period then commencing, setting forth sources and uses
               of such cash by Conseco Finance for such period, certified by a
               Responsible Officer of Conseco Finance; (iii) as soon as
               available but not later than 15 days after the end of each month
               commencing March 2001, a certificate of a Responsible Officer of
               Conseco Finance stating that, to the best knowledge of such
               officer, no Default or Event of Default has occurred and is
               continuing, or if a Default or an Event of Default has occurred
               and is continuing, stating the nature thereof and the action
               which Conseco Finance proposes to take with respect thereto; and
               (iv) as soon as available but not later than the 20th day in each
               calendar month commencing with March 2001, an analysis of the
               aging (or other applicable measurement as agreed to by the
               parties) by each category of asset for all Purchased Securities;

                                       14
<PAGE>

          (b)  Quarterly. (i) As soon as available but not later than 60 days
               after the end of each fiscal quarter of each of the first three
               fiscal quarters of each fiscal year, (A) financial information
               regarding Conseco Finance and its subsidiaries consisting of
               consolidated unaudited balance sheets as of the close of such
               quarter and the related statements of income and cash flow for
               such quarter and that portion of the fiscal year ending as of the
               close of such quarter, setting forth in comparative form the
               figures for the corresponding period in the prior year, in each
               case certified by a Responsible Officer of Conseco Finance as
               fairly presenting the consolidated financial position of Conseco
               Finance and its subsidiaries as at the dates indicated and the
               results of their operations and cash flow for the periods
               indicated in accordance with GAAP, (B) forecasts prepared by
               management of Conseco Finance for each of the succeeding months
               for a twelve month period setting forth in reasonable detail the
               projected origination level, operating cost and estimate of the
               net interest margin assumptions and resulting cash flow, balance
               sheet and income statement as at the end of each such month and
               such twelve-month period, together with a statement of all the
               material assumptions on which such forecasts are based; and (C) a
               compliance certificate of a Responsible Officer of Conseco
               Finance setting forth in reasonable detail the calculations used
               in determining the financial covenants set forth in Paragraph 7
               and demonstrating compliance with all such financial covenants;

          (c)  Annual. As soon as available but not later than 120 days after
               the end of each fiscal year of Conseco Finance, (i) copies of the
               audited consolidated balance sheet of Conseco Finance and its
               subsidiaries and the unaudited consolidated balance sheet of
               Conseco Finance and its subsidiaries as at the end of such year
               and the related consolidated statements of earnings,
               shareholders' equity and cash flows for such year, setting forth
               in the case of the audited consolidated statements in comparative
               form the figures for the previous fiscal year, and accompanied by
               an opinion of PricewaterhouseCoopers or another nationally
               recognized independent accounting firm which report shall state
               such audited consolidated financial statements present fairly the
               financial positions and result of operations of Conseco Finance
               and its subsidiaries for the periods indicated in conformity with
               GAAP applied on a basis consistent with prior years, except as
               stated therein, (such opinion shall not be qualified or limited
               because of a restricted or limited examination by such auditors
               of any material portion of Conseco Finance's or any subsidiary's
               records); and (ii) a compliance certificate of a Responsible
               Officer of Conseco Finance setting forth in reasonable detail the
               calculations used in determining the financial covenants set
               forth in Paragraph 7 and demonstrating compliance with all such
               financial covenants for all applicable periods during such fiscal
               year.

11.       USE OF PROCEEDS. Seller represents, warrants and covenants that the
          Purchase Price for any Purchased Securities will only be used for
          expenses directly related to Seller's core business.

                                       15
<PAGE>

12.       MINIMUM AND MAXIMUM TRANSACTION AMOUNTS. The parties hereto agree and
          acknowledge that Transactions hereunder will be entered into by Buyer
          in its sole discretion and that Buyer is under no obligation to enter
          into any Transaction with Seller except to the extent otherwise
          provided in a written agreement between Buyer and Seller. With respect
          to any Transaction and without limiting the discretion of Buyer
          referred to in the foregoing sentence and in Paragraph 17 of these
          Supplemental Terms:

          (a)  the minimum amount of any Transaction under this Agreement shall
               have a Purchase Price of $5,000,000;

          (b)  the aggregate outstanding Purchase Price for all Purchased
               Securities shall not exceed $1,250,000,000 at any one time;

          (c)  the aggregate outstanding Purchase Price for Purchased Securities
               that are Home Equity Loans shall not exceed $750,000,000 at any
               one time;

          (d)  the aggregate outstanding Purchase Price for Purchased Securities
               that are MH Contracts shall not exceed $500,000,000 at any one
               time;

          (e)  the aggregate outstanding Purchase Price for all Purchased
               Securities that are Home Improvement Loans shall not exceed
               $750,000,000;

          (f)  the aggregate outstanding Purchase Price for all Purchased
               Securities that are Home Improvement Loans that are third lien
               positions shall not exceed $25,000,000;

          (g)  the aggregate outstanding Purchase Price for all Purchased
               Securities that are Wet MH Contracts, Wet Home Equity Loans and
               Wet Home Improvement Loans shall not exceed $250,000,000;
               provided, however, that in no event shall such Purchase Price
               exceed 30% of the aggregate outstanding Purchase Price for all
               Purchased Securities for a period of more than ten (10)
               consecutive business days;

          (h)  the aggregate outstanding Purchase Price for all Purchased
               Securities that have been re-purchased pursuant to clean-up calls
               under Structured Transactions shall not exceed $50,000,000;

          (i)  the aggregate outstanding Purchase Price for all second lien Home
               Equity Loans and all second lien Home Improvement Loans at any
               time shall not exceed 20% of aggregate outstanding Purchase Price
               for all Home Equity Loans and Home Improvement Loans;

          (j)  the aggregate outstanding Purchase Price for all Wet Chattel
               Paper shall not exceed $300,000,000; and

          (k)  the aggregate outstanding Purchase Price for all High LTV HELOC
               Loans shall not exceed $20,000,000; and

          (l)  the aggregate outstanding Purchase Price for all loans subject to
               Section 226.32 of Regulation Z shall not exceed $62,500,000, with
               the first $31,250,000 at any time counted against the Committed
               Amount.

                                       16
<PAGE>

13.       REPURCHASE PRICE; PRICE DIFFERENTIAL. The Repurchase Price as of any
          date shall include that portion of the Price Differential that has
          accrued but has not been paid. The Price Differential shall accrue and
          be calculated on a daily basis for each Purchased Security (such
          calculation to be made on the basis of a 360-day year and the actual
          number of days elapsed). The Price Differential shall be payable
          weekly in arrears to Buyer with respect to each Purchased Security on
          the earlier of Friday of each week or the termination date for the
          related Transaction. The Price Differential for any Purchased Security
          shall be equal to the product of (i) the Purchase Price and (ii) the
          prevailing overnight rate on Federal funds (as reported on Page 5 of
          Telerate) existing at the opening of business on the date of
          calculation. Payment of the Price Differential to Buyer shall be made
          by wire transfer in immediately available funds.

14.       ADDITIONAL INFORMATION.

          (a)  At any reasonable time, Seller shall permit Buyer, its agents or
               attorneys, to inspect and copy any and all documents and data in
               their possession pertaining to each Purchased Security that is
               the subject of such Transaction. Such inspection shall occur upon
               the request of Buyer at a mutually agreeable location during
               regular business hours and on a date not more than two (2)
               business days after the date of such request.

          (b)  Seller agrees to provide Buyer from time to time with such
               information concerning Seller of a financial or operational
               nature as Buyer may request.

          (c)  Seller shall provide Buyer with copies of all filings made by or
               on behalf of Seller or its parent with the Securities and
               Exchange Commission pursuant to the Securities Exchange Act of
               1934, as amended, promptly upon making such filings.

          (d)  Seller shall, upon Buyer's request, provide Buyer with up to date
               performance data on all Securities owned by Seller in such detail
               as Buyer shall reasonably request.

15.       TERMINATION. Notwithstanding Paragraph 15 of the Master Repurchase
          Agreement and except as otherwise agreed in writing, this Agreement
          and all Transactions outstanding hereunder shall terminate
          automatically without any requirement for notice on the date occurring
          one year after the date as of which this Agreement is entered into;
          provided, however, that this Agreement and any Transaction outstanding
          hereunder may be extended by mutual agreement of Buyer, Seller and
          Conseco Finance; and provided further, however, that no such party
          shall be obligated to agree to such an extension.

16.       MARGIN MAINTENANCE.

          (a)  Paragraph 4(a) of the Master Repurchase Agreement is hereby
               modified to provide that if the notice to be given by Buyer to
               Seller under such paragraph is given at or prior to 10:00 a.m.
               New York City time, Seller shall transfer the Additional
               Purchased Securities or cash to Buyer prior to the close of
               business in New York City on the date of such notice, and if such
               notice is given after 10:00 a.m. New York City time, Seller shall
               transfer the Additional Purchased Securities or cash prior to the
               close of business in New York City on the business day following
               the date of such notice.

                                       17
<PAGE>

          (b)  Additional Purchased Securities that are transferred by Seller to
               Buyer pursuant to Paragraph 4(a) of the Master Repurchase
               Agreement shall be transferred to the Custodian for the benefit
               of Buyer pursuant to the provisions of the Custodial Agreement.
               Any cash transferred by Seller to Buyer shall be sent via wire
               transfer in immediately available funds to the account designated
               by Buyer.

17.       TRANSACTIONS OPTIONAL. Except as otherwise agreed in writing, Buyer
          shall be under no obligation to enter into Transactions with Seller
          and the initiation of each Transaction is subject to the approval of
          Buyer in its sole discretion.

18.       ADDITIONAL CONDITIONS. Prior to entering into the initial Transaction
          under this Agreement, Seller shall cause each of the following
          conditions to occur:

          (a)  A Custodial Agreement relating to the Securities, in form and
               substance satisfactory to Buyer, shall have been executed and
               delivered by the parties thereto;

          (b)  Seller shall have disclosed information satisfactory to Buyer
               with respect to the scheduled maturities and termination
               provisions of all outstanding credit facilities and debt of
               Seller;

          (c)  Seller shall, on the Purchase Date of the first Transaction
               hereunder and, upon the request of Buyer, on the Purchase Date of
               any subsequent Transaction, cause to be delivered to Buyer, with
               reliance thereon permitted as to any person or entity that
               purchases the Securities from Buyer in a repurchase transaction,
               an opinion of counsel, in form and substance satisfactory to
               Buyer and its counsel, concerning (i) the authorization and
               authority of Seller to enter into the Agreement and the Custodial
               Agreement and Transactions thereunder, (ii) the ownership
               interest or perfected security interest of Buyer or its agent in
               the Purchased Securities and (iii) such other matters as Buyer
               may reasonably require;

          (d)  Seller shall deliver to Buyer a fully executed Guaranty;

          (e)  A copy of Conseco Finance's underwriting guidelines, current as
               of the date hereof; and

          (f)  A copy of Seller's articles of incorporation certified by the
               Secretary of State of the State of Minnesota as of a recent date.

                                       18
<PAGE>

19.       SERVICING ARRANGEMENTS.

          (a)  The parties hereto agree and acknowledge that, notwithstanding
               the purchase and sale of the Securities contemplated hereby,
               Seller shall cause Conseco Finance or an Affiliate of Conseco
               Finance to continue to service the Securities for the benefit of
               Buyer and, if Buyer shall exercise its rights to sell the
               Securities pursuant to this Agreement prior to the related
               Repurchase Date, Buyer's assigns; provided, however, that the
               obligation of Conseco Finance, or its Affiliate, to service the
               Securities for the benefit of Buyer as aforesaid shall cease upon
               the payment to Buyer of the Repurchase Price therefor.

          (b)  Conseco Finance, or its Affiliate, shall provide servicing
               reports to Buyer on a monthly basis or with such greater
               frequency as Buyer may require.

          (c)  Conseco Finance, or its Affiliate, shall service the Securities
               and shall enforce its rights and the rights of the beneficial
               owner thereunder in accordance with the standards of a prudent
               lender in the manufactured housing industry, the home equity loan
               industry and the consumer finance industry, as applicable.

          (d)  Conseco Finance, or its Affiliate, shall service all FHA/VA MH
               Contracts and all FHA/VA Home Equity and Home Improvement Loans
               in a manner such that such insurance or guarantee will not be
               impaired and will remain in full force and effect.

          (e)  Buyer may, in its sole discretion if an Event of Default (or any
               breach of a representation, warranty or covenant that does not
               constitute an event of default), shall have occurred and be
               continuing, without payment of any termination fee or any other
               amount to any party and after the expiration of a cure period of
               10 days, (i) sell its right to the Securities on a servicing
               released basis or (ii) terminate Conseco Finance, or its
               Affiliate, as servicer of the Securities with or without cause.

20.       TRANSFERS TO THIRD PARTIES. Buyer and Seller agree that,
          notwithstanding any provision of the Agreement or the Custodial
          Agreement to the contrary, Buyer may engage in repurchase transactions
          with the Purchased Securities and may otherwise pledge or hypothecate
          the Purchased Securities, provided that no such transaction shall
          relieve Buyer of its obligations under the Agreement.

21.       SINGLE AGREEMENT. Paragraph 12 of the Master Repurchase Agreement is
          amended by adding at the end thereof the following:

               "Buyer and Seller agree that, upon an Act of Insolvency by Buyer,
               on the one hand, or Seller or any of its Affiliates, on the other
               hand, or the default by Buyer, on the one hand, or Seller or any
               of its Affiliates, on the other hand, under any transaction with
               the other party hereto (the party to which such Act of Insolvency
               or default relates being herein referred to as "Party A" and the
               other party being referred to herein as "Party B"), Party B may:
               (a) liquidate any transaction between Party A and Party B, (b)
               reduce any amounts due and owing to Party A under this or any
               other transactions between Party A and Party B by setting off
               against such amounts any amounts due and owing to Party B by
               Party A, and (c) treat all security for any transactions between
               Party A and Party B as security for all transactions between
               Party A and Party B.

                                       19
<PAGE>

22.       NEW YORK JURISDICTION; WAIVER OF JURY TRIAL. Buyer and Seller hereby
          agree to submit to the courts of the State of New York in any action
          or proceeding arising out of this Agreement. Buyer and Seller each
          hereby waives the right of trial by jury in any litigation arising
          hereunder.

23.       CROSS-COLLATERALIZATION; RIGHT OF SET-OFF. Buyer may, in its sole
          discretion upon the occurrence and during the continuation of an Event
          of Default hereunder, proceed against any assets of Seller held by
          Buyer or any Affiliate under any agreement and shall have a right of
          set-off against any amounts owed by Buyer or any Affiliate to Seller
          under any agreement. In addition, the parties agree that Buyer may, in
          its sole discretion upon the occurrence and during the continuation of
          an event of default under any other agreement to which Seller and
          Buyer or any of its Affiliates are parties, proceed against any assets
          held by Buyer hereunder and shall have a right of set-off against any
          amounts owed by Buyer to Seller.

24.       EXPENSES.

          Seller shall pay its own expenses and all reasonable out-of-pocket
          costs and expenses (including fees and disbursements of counsel) of
          Buyer incident to: (1) the preparation and negotiation of the
          Agreement, the Custodial Agreement, any documents relating thereto,
          any amendments or waivers thereto, (2) the protection of the rights of
          Buyer thereunder, (3) Buyer's due diligence review of the Mortgage
          Loans and the books and records of Seller relating thereto; up to a
          maximum amount of $35,000 per calendar year, and (4) the enforcement
          of payment of amounts due under the Agreement or the Custodial
          Agreement, whether by judicial proceedings or otherwise, including,
          without limitation, in connection with bankruptcy, insolvency,
          liquidation, reorganization, moratorium or other similar proceedings
          involving Seller.

          Seller agrees to pay the fees and expenses of Buyer's counsel by wire
          transfer in immediately available funds simultaneously with the
          effectiveness of the Agreement in an amount equal to $75,000. The
          parties agree that the Agreement shall not become effective until the
          condition set forth in the preceding sentence is satisfied.
          Notwithstanding any provision hereof to the contrary, the obligations
          of Seller under this Section 24 shall be effective and enforceable
          whether or not any Transaction remains outstanding and shall survive
          payment of all other obligations owed by Seller to Buyer.

25.       ASSIGNMENT. This Agreement shall be binding upon and shall inure to
          the benefit of each of the parties hereto and their respective
          successors and assigns; provided, however, that neither this Agreement
          nor any rights or other obligations hereunder may be assigned by
          Seller without prior written consent of Buyer or by Buyer without the
          consent of the Seller and any attempted or purported assignment hereof
          or thereof shall be void. Notwithstanding the foregoing, Buyer may,
          subject to the applicable law, assign any or all of its rights, but
          not its obligations hereunder, without consent of Seller, to an
          Affiliate of Buyer. In addition, nothing in this Paragraph 25 shall be
          construed to limit Buyer's right to pledge its interest in the
          Purchased Securities pursuant to Paragraph 20 without the consent of
          Seller provided that such right shall at all times remain subject to
          applicable law.

                                       20
<PAGE>

26.       CONFIDENTIALITY. Seller and Conseco Finance each acknowledge that the
          Agreement, the Custodial Agreement and all related documents are
          confidential in nature and each agrees that, unless otherwise directed
          by a court of competent jurisdiction or as may be required by federal
          or state law (which determination as to federal or state law shall be
          based upon written advice of counsel), it shall limit the distribution
          of such documents to its officers, employees, attorneys, accountants
          and agents as required in order to conduct its business with Buyer.

27.       BINDING TERMS. All of the covenants, stipulations, promises and
          agreements in the Agreement shall bind the successors and assigns of
          the parties hereto, whether expressed or not.

28.       COUNTERPARTS. This Agreement may be executed in any number of
          counterparts, each of which counterparts shall be deemed to be an
          original, and such counterparts shall constitute but one and the same
          instrument.

29.       INCORPORATION OF TERMS. The Master Repurchase Agreement as
          supplemented by this Annex I and by Exhibits A-1, A-2, B, C and D and
          E shall be read, taken and construed as one and the same instrument.

30.       OPINIONS OF COUNSEL. Seller shall, on the date of the first
          Transaction hereunder and, upon the request of Buyer, on the date on
          any subsequent Transaction, cause to be delivered to Buyer, with
          reliance thereon permitted as to any person or entity that purchases
          the Contracts from Buyer in a repurchase transaction, opinions of
          counsel relating to this Agreement and the Guaranty reasonably
          satisfactory to Buyer.



<PAGE>



                                                                     EXHIBIT A-1


                  Representations with respect to Chattel Paper

          For purposes of this Exhibit A-1, references to MH Contracts shall be
deemed to be references to Chattel Paper.


          A. Payments. The scheduled payment of principal and interest for the
most recent Due Date was made by or on behalf of the obligor (without any
advance from Conseco Finance or any Person acting at the request of Conseco
Finance) or was not delinquent for more than 30 days.

          B. No Waivers. The terms of the MH Contract have not been waived,
altered or modified in any respect, except by instruments or documents
identified in the MH Contract file.

          C. Binding Obligation. The MH Contract is the legal, valid and binding
obligation of the obligor thereunder and is enforceable in accordance with its
terms, except as such enforceability may be limited by laws affecting the
enforcement of creditors' rights general.

          D. No Defenses. The MH Contract is not subject to any right of
rescission, setoff, counterclaim or defense, including the defense of usury, and
the operation of any of the terms of the MH Contract or the exercise of any
right thereunder will not render the MH Contract unenforceable in whole or in
part or subject to any right of rescission, setoff, counterclaim or defense,
including the defense of usury, and no such right of rescission, setoff,
counterclaim or defense has been asserted with respect thereto.

          E. Insurance. Conseco Finance or its agent has monitored the existence
of a hazard insurance policy with respect to the manufactured home securing a MH
Contract and if the Conseco Finance has determined that no such policy exists,
Conseco Finance has arranged for such insurance and has billed the related
obligor through its loan account.

          F. Origination. Each MH Contract was originated by a manufactured
housing dealer or Conseco Finance in the regular course of its business and, if
originated by a manufactured housing dealer, was purchased by Conseco Finance in
the regular course of its business.

          G. Lawful Assignment. The MH Contract was not originated in and is not
subject to the laws of any jurisdiction whose laws would make the transfer of
the MH Contract to the Custodian or the ownership of the MH Contracts by the
Owner unlawful.

          H. Compliance with Law. All requirements of any federal, state or
local law, including, without limitation, usury, truth in lending and equal
credit opportunity laws, applicable to the MH Contract have been complied with
and such compliance is not affected by the holding of the MH Contracts by the
Custodian or the Owner's ownership of the MH Contracts, and Conseco Finance
shall maintain in its possession, available for the Buyer's inspection, and
shall deliver to the Buyer upon demand, evidence of compliance with all such
requirements.

                                       22
<PAGE>

          I. MH Contract in Force. The MH Contract has not been satisfied or
subordinated in whole or in part or rescinded, and the manufactured home
securing the MH Contract has not been released from the lien of the MH Contract
in whole or in part.

          J. Valid Security Interest. Each MH Contract creates a valid and
enforceable perfected first priority security interest in favor of Conseco
Finance in the manufactured home covered thereby as security for payment of the
outstanding principal balance of such MH Contract and all other obligations of
the obligor under such MH Contract. Each such security interest has been
assigned by Conseco Finance to the Custodian, and the Custodian has and will, on
behalf of the Owners of the MH Contracts, have a valid and perfected and
enforceable first priority security interest in such manufactured home.

          K. Capacity of Parties. All parties to the MH Contract had capacity to
execute the MH Contract.

          L. Good Title. In the case of a MH Contract purchased from a
manufactured housing dealer, Conseco Finance purchased the MH Contract for fair
value and took possession thereof in the ordinary course of its business,
without knowledge that the MH Contract was subject to a security interest.
Conseco Finance has not sold, assigned or pledged the MH Contract to any Person
other than the Custodian.

          M. No Defaults. There was no default, breach, violation or event
permitting acceleration existing under the MH Contract and no event which, with
notice and the expiration of any grace or cure period, would constitute such a
default, breach, violation or event permitting acceleration under such MH
Contract. Conseco Finance has not waived any such default, breach, violation or
event permitting acceleration.

          N. No Liens. There are, to the best of Conseco Finance's knowledge, no
liens or claims which have been filed for work, labor or materials affecting the
manufactured home securing the MH Contract which are or may be liens prior to,
or equal or coordinate with, the lien of the MH Contract.

          O. Equal Installments. The MH Contract either has a fixed rate or is a
Step-Up Rate Contract and provides for level monthly payments which fully
amortize the loan over its term.

          P. Enforceability. The MH Contract contains customary and enforceable
provisions such as to render the rights and remedies of the holder thereof
adequate for the realization against the collateral of the benefits of the
security.

          Q. One Original. There is only one original executed MH Contract,
which is held by the Custodian.

                                       23
<PAGE>

          R. Loan-to-Value Ratio. At the time of its origination each MH
Contract had a Loan-to-Value Ratio not greater than 100%; if the related
manufactured home was new at the time such MH Contract was originated, the
original principal balance of such MH Contract was not in excess of that
permitted by Conseco Finance's underwriting guidelines in effect at the time the
MH Contract was originated.

          S. Primary Resident. At the time of origination of the MH Contract the
obligor was the primary resident of the related manufactured home or the primary
resident was the child of the obligor.

          T. Not Real Estate. The related manufactured home is not considered or
classified as part of the real estate on which it is located under the laws of
the jurisdiction in which it is located and such manufactured home is, to the
best of Conseco Finance's knowledge, free of damage and in good repair.

          U. Notation of Security Interest. If the related manufactured home is
located in a state in which notation of a security interest on the title
document is required or permitted to perfect such security interest, the title
document shows, or if a new or replacement title document with respect to such
manufactured home is being applied for such title document will be issued within
180 days and will show, Conseco Finance as the holder of a first priority
security interest in such manufactured home. If the related manufactured home is
located in a state in which the filing of a financing statement under the UCC is
required to perfect a security interest in manufactured housing, such filings or
recordings have been duly made and show Conseco Finance as secured party. In
either case, the Custodian has the same rights as the secured party of record
would have (if such secured party were still the owner of the MH Contract)
against all Persons claiming an interest in such manufactured home.

          V. Qualified Mortgage for REMIC. Each MH Contract is a "qualified
mortgage" under Section 860G(a)(3) of the Code, and the related manufactured
home is "manufactured housing" within the meaning of Section 25(e)(10) of the
Code.

          W. FHA/VA MH Contracts. If the MH Contract is a FHA/VA MH Contract,
the MH Contract has been serviced in accordance with the FHA/VA regulations, the
insurance or guarantee of the MH Contract under FHA/VA regulations and related
laws is in full force and effect, and no event has occurred which, with or
without notice or lapse of time or both, would impair such insurance or
guarantee.

          X. No Adverse Selection. Except for the effect of the representations
and warranties made hereunder, no adverse selection procedures have been
employed in selecting the MH Contracts.

          Y. Origination and Servicing. Each MH Contract was originated or
purchased by Conseco Finance and is serviced by Conseco Finance or an Affiliate
of Conseco Finance.

                                       24


<PAGE>
                                                                     EXHIBIT A-2


             Representations with respect to Land-and-Home Contracts

For purposes of this Exhibit A-2 references to MH Contracts shall be deemed to
be references to Land-and-Home Contracts.


          A. Payments. The scheduled payment of principal and interest for the
most recent Due Date was made by or on behalf of the obligor (without any
advance from Conseco Finance or any Person acting at the request of Conseco
Finance) or was not more than 30 days past due.

          B. No Waivers. The terms of the MH Contract have not been waived,
altered or modified in any respect, except by instruments or documents
identified in the MH Contract file.

          C. Binding Obligation. The MH Contract is the legal, valid and binding
obligation of the obligor thereunder and is enforceable in accordance with its
terms, except as such enforceability may be limited by laws affecting the
enforcement of creditors' rights general.

          D. No Defenses. The MH Contract is not subject to any right of
rescission, setoff, counterclaim or defense, including the defense of usury, and
the operation of any of the terms of the MH Contract or the exercise of any
right thereunder will not render the MH Contract unenforceable in whole or in
part or subject to any right of rescission, setoff, counterclaim or defense,
including the defense of usury, and no such right of rescission, setoff,
counterclaim or defense has been asserted with respect thereto.

          E. Insurance. Conseco Finance or its agent has monitored the existence
of a hazard insurance policy with respect to the manufactured home securing a MH
Contract and if the Conseco Finance has determined that no such policy exists,
Conseco Finance has arranged for such insurance and has billed the related
obligor through its loan account

          F. Origination. Each MH Contract was originated by a manufactured
housing dealer or Conseco Finance in the regular course of its business and, if
originated by a manufactured housing dealer, was purchased by Conseco Finance in
the regular course of its business.

          G. Lawful Assignment. The MH Contract was not originated in and is not
subject to the laws of any jurisdiction whose laws would make the transfer of
the MH Contract to the Custodian or the ownership of the MH Contracts by the
Owner unlawful.

          H. Compliance with Law. All requirements of any federal, state or
local law, including, without limitation, usury, truth in lending and equal
credit opportunity laws, applicable to the MH Contract have been complied with
and such compliance is not affected by the holding of the MH Contracts by the
Custodian or the Owner's ownership of the MH Contracts, and Conseco Finance
shall maintain in its possession, available for the Buyer's inspection, and
shall deliver to the Buyer upon demand, evidence of compliance with all such
requirements.

                                       25
<PAGE>

          I. MH Contract in Force. The MH Contract has not been satisfied or
subordinated in whole or in part or rescinded, and the manufactured home
securing the MH Contract has not been released from the lien of the MH Contract
in whole or in part.

          J. Interest in Real Property. Each mortgage related to a MH Contract
is a valid first lien in favor of Conseco Finance on real property securing the
amount owed by the obligor under the related MH Contract subject only to (i) the
lien of current real property taxes and assessments, (ii) covenants, conditions
and restrictions, rights of way, easements and other matters of public record as
of the date of recording of such mortgage, such exceptions appearing of record
being acceptable to mortgage lending institutions generally in the area wherein
the property subject to the mortgage is located or specifically reflected in the
appraisal obtained in connection with the origination of the related MH Contract
obtained by Conseco Finance and (iii) other matters to which like properties are
commonly subject which do not materially interfere with the benefits of the
security intended to be provided by such Mortgage. Conseco Finance has assigned
all of its right, title and interest in such MH Contract and related mortgage,
including the security interest in the manufactured home covered thereby, to the
Custodian. The Custodian has and will have a valid and perfected and enforceable
first priority security interest in such MH Contract. The MH Contract creates a
valid and enforceable perfected first priority security interest in favor of
Conseco Finance in the manufactured home covered thereby (to the extent such
manufactured home is not considered real property) as security for payment of
the outstanding principal balance of such MH Contract and all other obligations
of the obligor under such MH Contract; such security interest has been assigned
by Conseco Finance to the Custodian, and the Custodian has and will, on behalf
of the Owners of the MH Contracts, have a valid and perfected and enforceable
first priority security interest in such manufactured home.

          K. Capacity of Parties. All parties to the MH Contract had capacity to
execute the MH Contract.

          L. Good Title. In the case of a MH Contract purchased from a
manufactured housing dealer, Conseco Finance purchased the MH Contract for fair
value and took possession thereof in the ordinary course of its business,
without knowledge that the MH Contract was subject to a security interest.
Conseco Finance has not sold, assigned or pledged the MH Contract to any Person
other than the Custodian.

          M. No Defaults. There was no default, breach, violation or event
permitting acceleration existing under the MH Contract and no event which, with
notice and the expiration of any grace or cure period, would constitute such a
default, breach, violation or event permitting acceleration under such MH
Contract. Conseco Finance has not waived any such default, breach, violation or
event permitting acceleration.

          N. No Liens. There are, to the best of Conseco Finance's knowledge, no
liens or claims which have been filed for work, labor or materials affecting the
manufactured home securing the MH Contract which are or may be liens prior to,
or equal or coordinate with, the lien of the MH Contract.

                                       26
<PAGE>

          O. Equal Installments. The MH Contract either has a fixed rate or is a
Step-Up Rate Contract and provides for level monthly payments which fully
amortize the loan over its term.

          P. Enforceability. The MH Contract contains customary and enforceable
provisions such as to render the rights and remedies of the holder thereof
adequate for the realization against the collateral of the benefits of the
security.

          Q. One Original. There is only one original executed MH Contract,
which is held by Custodian.

          R. Loan-to-Value Ratio. At the time of its origination each MH
Contract had a Loan-to-Value Ratio not greater than 100%; if the related
manufactured home was new at the time such MH Contract was originated, the
original principal balance of such MH Contract was not in excess of that
permitted by Conseco Finance's underwriting guidelines in effect at the time the
MH Contract was originated.

          S. Primary Resident. At the time of origination of the MH Contract the
obligor was the primary resident of the related manufactured home or the primary
resident was the child of the obligor.

          T. Good Repair. The related manufactured home is, to the best of
Conseco Finance's knowledge, free of damage and in good repair.

          U. Qualified Mortgage for REMIC. Each MH Contract is a "qualified
mortgage" under Section 860G(a)(3) of the Code, and the related manufactured
home is "manufactured housing" within the meaning of Section 25(e)(10) of the
Code.

          V. FHA/VA MH Contracts. If the MH Contract is a FHA/VA MH Contract,
the MH Contract has been serviced in accordance with the FHA/VA regulations, the
insurance or guarantee of the MH Contract under FHA/VA regulations and related
laws is in full force and effect, and no event has occurred which, with or
without notice or lapse of time or both, would impair such insurance or
guarantee.

          W. No Adverse Selection. Except for the effect of the representations
and warranties made hereunder, no adverse selection procedures have been
employed in selecting the MH Contracts.

          X. Origination and Servicing. Each MH Contract was originated by
Conseco Finance and is serviced by Conseco Finance or an Affiliate of Conseco
Finance and such related MH Contract is owned by Conseco Finance or an Affiliate
of Conseco Finance.

                                       27

<PAGE>
                                                                       EXHIBIT B


                          Representations with respect
                              to Home Equity Loans
                            -----------------------


          A. Payments. The scheduled payment of principal and interest due under
the Home Equity Loan with respect to the prior Due Date was made on or before
such Due Date by or on behalf of the obligor (without any advance from Conseco
Finance or any Person acting at the request of Conseco Finance) or was not
delinquent for more than 30 days after such Due Date.

          B. No Waivers. The terms of the Home Equity Loan have not been waived,
altered or modified in any respect, except by instruments or documents
identified in the Home Equity Loan File. All costs, fees and expenses incurred
in making, closing and perfecting the lien and/or security interest, as
applicable, of the Home Equity Loan have been paid.

          C. Binding Obligation. The Home Equity Loan is the legal, valid and
binding obligation of the obligor thereunder and is enforceable in accordance
with its terms, except as such enforceability may be limited by laws affecting
the enforcement of creditors' rights generally. Conseco Finance has delivered,
or caused to be delivered, to the Custodian the original Mortgage, with evidence
of recording thereon, or if the original Mortgage has not yet been returned from
the recording office, a true copy of the Mortgage which has been delivered for
recording in the appropriate recording office of the jurisdiction in which the
real property is located.

          D. No Defenses. The Home Equity Loan is not subject to any right of
rescission, set off, counterclaim or defense, including the defense of usury,
and the operation of any of the terms of the Home Equity Loan or the exercise of
any right thereunder will not render the Home Equity Loan unenforceable in whole
or in part or subject to any right of rescission, set off, counterclaim or
defense, including the defense of usury, and no such right of rescission, set
off, counterclaim or defense has been asserted with respect thereto.

          E. Insurance. All improvements on the related real property are
covered by a hazard insurance policy. All premiums due on such insurance have
been paid in full.

          F. Origination. The Home Equity Loan was originated by a home equity
lender or Conseco Finance in the regular course of its business and, if
originated by a home equity lender, was purchased by Conseco Finance in the
regular course of its business.

          G. Lawful Assignment. The Home Equity Loan was not originated in and
is not subject to the laws of any jurisdiction whose laws would make the
transfer of the Home Equity Loan to Custodian or the ownership of the Home
Equity Loans by the Owner thereof unlawful or make the Home Equity Loan
unenforceable.

                                       28
<PAGE>

          H. Compliance with Law. All requirements of any federal, state or
local law, including, without limitation, usury, truth in lending and equal
credit opportunity laws, applicable to the Home Equity Loan have been complied
with and such compliance is not affected by the holding of the Home Equity Loans
by Custodian or the Owners' ownership of the Home Equity Loans, and Conseco
Finance shall for at least the period of this Agreement, maintain in its
possession, available for Custodian's inspection, and shall deliver to Custodian
upon demand, evidence of compliance with all such requirements.

          I. Home Equity Loan in Force. The Home Equity Loan has not been
satisfied or subordinated in whole or in part or rescinded, and the real
property securing the Home Equity Loan has not been released from the lien of
the Home Equity Loan in whole or in part.

         J. Valid Lien. The Home Equity Loan has been duly executed and
delivered by the obligor and the related Mortgage is a valid and subsisting
first or second lien on the property therein described; any related Mortgage has
been assigned by Conseco Finance to Custodian, and Custodian has and will have,
on behalf of the Owners of the Home Equity Loans, a valid and subsisting lien on
the property therein described. Conseco Finance has full right to sell and
assign the Home Equity Loans to Custodian.

          K. Capacity of Parties. All parties to the Home Equity Loan had
capacity to execute the Home Equity Loan.

          L. Good Title. Prior to transfer to Custodian, Conseco Finance is the
sole owner of the Home Equity Loan and has the authority to sell, transfer and
assign the Home Equity Loan. Conseco Finance has not sold, assigned or pledged
the Home Equity Loan to any Person other than the Custodian.

          M. No Defaults. There was no default, breach, violation or event
permitting acceleration existing under the Home Equity Loan and no event which,
with notice and the expiration of any grace or cure period, would constitute
such a default, breach, violation or event permitting acceleration under such
Home Equity Loan. Conseco Finance has not waived any such default, breach,
violation or event permitting acceleration.

          N. No Liens. There are, to the best of Conseco Finance's knowledge, no
liens or claims which have been filed for work, labor or materials affecting the
real property securing the Home Equity Loan which are or may be liens prior to,
or equal or coordinate with, the lien of the Home Equity Loan.

          O. Equal Installments. The Home Equity Loan has a fixed rate and
provides for level monthly payments which fully amortize the loan over its term.

          P. Enforceability. The Home Equity Loan contains customary and
enforceable provisions such as to render the rights and remedies of the holder
thereof adequate for the realization against the collateral of the benefits of
the security provided thereby.

                                       29
<PAGE>

          Q. One Original. There is only one original executed Home Equity Loan
note, and it has been delivered to the Custodian.

          R. Primary Resident. At the time of origination of the Home Equity
Loan, the obligor was the primary resident of the related real property.

          S. Qualified Mortgage for REMIC. Each Home Equity Loan that is secured
by a Mortgage on the property described therein is a "qualified mortgage" under
Section 860G(a)(3) of the Code.

          T. Proceedings. There is no proceeding pending or, to Conseco
Finance's knowledge, threatened for the total or partial condemnation of
collateral securing a Home Equity Loan.

          U. Marking Records. Conseco Finance has caused the portions of the
Electronic Ledger relating to the Mortgage Loans to be clearly and unambiguously
marked to indicate that such Home Equity Loans are owned by Custodian in
accordance with the terms of the related Custodial Agreement.

          V. No Adverse Selection. Except for the effect of the representations
and warranties made hereunder, no adverse selection procedures have been
employed in selecting the Home Equity Loans.

          W. Real Property. Each mortgaged property is improved by a single
family dwelling which constitutes real property under state law and is the
principal residence of the obligor.

                                       30

<PAGE>

                                                                       EXHIBIT C


                          Representations with respect
                            to Home Improvement Loans


          A. Payments. The scheduled payment of principal and interest due under
the Home Improvement Loan with respect to the prior Due Date was made on or
before such Due Date by or on behalf of the obligor (without any advance from
Seller or any Person acting at the request of Seller) or was not delinquent for
more than 30 days after such Due Date.

          B. No Waivers. The terms of the Home Improvement Loan have not been
waived, altered or modified in any respect, except by instruments or documents
identified in the Home Improvement Loan File (as defined in the Custodial
Agreement). All costs, fees and expenses incurred in making, closing and
perfecting the lien and/or security interest, as applicable, of the Home
Improvement Loan have been paid.

          C. Binding Obligation. The Home Improvement Loan is the legal, valid
and binding obligation of the obligor thereunder and is enforceable in
accordance with its terms, except as such enforceability may be limited by laws
affecting the enforcement of creditors' rights generally. Seller has delivered,
or caused to be delivered, to the Custodian the original Mortgage, with evidence
of recording thereon, or if the original Mortgage has not yet been returned from
the recording office, a true copy of the Mortgage which has been delivered for
recording in the appropriate recording office of the jurisdiction in which the
real property is located.

          D. No Defenses. The Home Improvement Loan is not subject to any right
of rescission, set off, counterclaim or defense, including the defense of usury,
and the operation of any of the terms of the Home Improvement Loan or the
exercise of any right thereunder will not render the Home Improvement Loan
unenforceable in whole or in part or subject to any right of rescission, set
off, counterclaim or defense, including the defense of usury, and no such right
of rescission, set off, counterclaim or defense has been asserted with respect
thereto.

          E. Insurance. In the case of Home Improvement Loans, all improvements
on the related real property are covered by a hazard insurance policy. All
premiums due on such insurance have been paid in full.

          F. Origination. The Home Improvement Loan was originated by a home
improvement contractor or Seller in the regular course of its business and, if
originated by a home improvement contractor, was purchased by Seller in the
regular course of its business.

          G. Lawful Assignment. The Home Improvement Loan was not originated in
and is not subject to the laws of any jurisdiction whose laws would make the
transfer of the Home Improvement Loan to Custodian or the ownership of the Home
Improvement Loans by the Owner thereof unlawful or make the Home Improvement
Loan unenforceable.

                                       31
<PAGE>

          H. Compliance with Law. All requirements of any federal, state or
local law, including, without limitation, usury, truth in lending and equal
credit opportunity laws and the FHA regulations, applicable to the Home
Improvement Loan have been complied with and such compliance is not affected by
the holding of the Home Improvement Loans by Custodian or the Owner's ownership
of the Home Improvement Loans, and Seller shall for at least the period of this
Agreement, maintain in its possession, available for Custodian's inspection, and
shall deliver to Custodian upon demand, evidence of compliance with all such
requirements.

          I. Home Improvement Loan in Force. The Home Improvement Loan has not
been satisfied or subordinated (except for such subordination as may be allowed
under FHA regulations) in whole or in part or rescinded, and the real property
securing the Home Improvement Loan has not been released from the lien of the
Home Improvement Loan in whole or in part.

          J. Valid Lien. The Home Improvement Loan has been duly executed and
delivered by the obligor and either the related Mortgage is a valid and
subsisting first, second or third lien on the property therein described or the
Home Improvement Loan is an unsecured borrowing of the obligor; any related
Mortgage has been assigned by Seller to Custodian, and Custodian has and will
have, on behalf of the Owners of the Home Improvement Loans, a valid and
subsisting lien on the property therein described. Seller has full right to sell
and assign the Home Improvement Loans to Custodian.

          K. Capacity of Parties. All parties to the Home Improvement Loan had
capacity to execute the Home Improvement Loan.

          L. Good Title. Prior to transfer to Custodian, Seller is the sole
owner of the Home Improvement Loan and has the authority to sell, transfer and
assign the Home Improvement Loan. Seller has not sold, assigned or pledged the
Home Improvement Loan to any Person other than the Custodian.

          M. No Defaults. There was no default, breach, violation or event
permitting acceleration existing under the Home Improvement Loan and no event
which, with notice and the expiration of any grace or cure period, would
constitute such a default, breach, violation or event permitting acceleration
under such Home Improvement Loan. Seller has not waived any such default,
breach, violation or event permitting acceleration.

          N. No Liens. There are, to the best of Seller's knowledge, no liens or
claims which have been filed for work, labor or materials affecting the real
property securing the Home Improvement Loan which are or may be liens prior to,
or equal or coordinate with, the lien of the Home Improvement Loan.

          O. Equal Installments. The Home Improvement Loan has a fixed rate and
provides for level monthly payments which fully amortize the loan over its term.

                                       32
<PAGE>

          P. Enforceability. The Home Improvement Loan contains customary and
enforceable provisions such as to render the rights and remedies of the holder
thereof adequate for the realization against the collateral of the benefits of
the security provided thereby.

          Q. One Original. There is only one original executed Home Improvement
Loan contract and note, each of which has been delivered to the Custodian.

          R. Primary Resident. At the time of origination of the Home
Improvement Loan, the obligor was the primary resident of the
related real property.

          S. Qualified Mortgage for REMIC. Each Home Improvement Loan that is
secured by a Mortgage on the property described therein is a "qualified
mortgage" under Section 860G(a)(3) of the Code.

          T. Proceedings. There is no proceeding pending or, to Seller's
knowledge, threatened for the total or partial condemnation of collateral
securing a Home Improvement Loan.

          U. Marking Records. Seller has caused the portions of the Electronic
Ledger relating to the Mortgage Loans to be clearly and unambiguously marked to
indicate that such Home Improvement Loans are owned by Custodian in accordance
with the terms of the related Custodial Agreement.

          V. No Adverse Selection. Except for the effect of the representations
and warranties made hereunder, no adverse selection procedures have been
employed in selecting the Home Improvement Loans.

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                                                                       EXHIBIT D

                              CONSECO FINANCE CORP.

                                                                  April __, 2001

Merrill Lynch Mortgage Capital Inc.
Merrill Lynch World Headquarters
World Financial Center
North Tower
New York, New York  10281

Ladies and Gentlemen:

          This letter will confirm that Conseco Finance Corp. ("Guarantor"),
agrees to absolutely and unconditionally guaranty to Merrill Lynch Mortgage
Capital Inc. ("Buyer"), and any of its assignees (together with Buyer, the
"Beneficiary"), the full and prompt payment and performance of up to ten (10%)
percent of all of the obligations, undertakings and liabilities of Green Tree
Finance Corp. - Three ("Seller") arising under the terms and provisions of a
Master Repurchase Agreement (the "Master Repurchase Agreement"), dated as of
April __, 2001, as amended from time to time, by and between Seller and Buyer
(such obligations, undertakings and liabilities are herein referred to as the
"Guarantied Obligations"). Guarantor hereby expressly consents to any amendment
to the Master Repurchase Agreement as may be agreed upon by Seller and Buyer and
waives notice of any such amendment. Capitalized terms used and not otherwise
defined herein shall have the meanings assigned in the Master Repurchase
Agreement.

          Guarantor hereby represents and warrants to you that Seller is an
indirect wholly-owned subsidiary of Guarantor.

          Guarantor hereby agrees that if Seller shall fail at any time to make
due and punctual payment to the Beneficiary of any Guarantied Obligation or if
Seller shall fail at any time to perform any other Guarantied Obligation to the
Beneficiary, Guarantor will immediately forthwith pay such amount and perform
such obligation upon verbal or written demand therefor.

          Guarantor covenants and agrees to immediately notify Buyer if a
representation, warranty or covenant of Seller under the Master Repurchase
Agreement has been breached or if an Event of Default shall have occurred.

          Guarantor hereby waives any requirement that the Beneficiary take
legal action against Seller before enforcing this guaranty; agrees that its
obligations hereunder shall be unconditional, irrespective of the validity,
regularity or enforceability of the Guarantied Obligations or the dissolution,
liquidation, reorganization or other change regarding the Seller or the Seller
seeking protection, or having a case or proceeding commenced against it, under
any law for the protection of debtors or creditors; waives diligence,
presentment, demand for payment or performance, protest or notice or other

                                       34
<PAGE>

formality of any kind whatsoever; waives filing of claims with any court in case
of the insolvency, reorganization or bankruptcy of the Seller; waives any fact,
event or circumstance that might otherwise constitute a legal or equitable
defense to or discharge of Guarantor, including (but without typifying or
limiting this waiver) failure by the Beneficiary to perfect a security interest
in any collateral securing performance of any Guarantied Obligation and any
delay by the Beneficiary in exercising any of its rights hereunder, Guarantor
covenants that this guaranty will not be discharged except by full and final
payment and performance to the Beneficiary of all Guarantied Obligations
incurred while it is effective, and agrees that this guaranty shall continue to
be effective or be reinstated (as the case may be) if at any time all or any
part of any payment or interest thereon or other performance by Seller is
avoided or must otherwise be restored by the Beneficiary. Guarantor hereby
further consents to any renewal or modification of any Guarantied Obligation or
any extension of the time within which such is to be performed and to any other
indulgences, whether before or after the date of this guaranty.

          Guarantor agrees to pay on demand all reasonable out-of-pocket
expenses (including legal fees and disbursements) incurred by the Beneficiary in
connection with the enforcement and protection of its rights hereunder.

          This is a continuing guaranty and will remain in effect until thirty
(30) days after written notice of termination is received by Merrill Lynch
Mortgage Capital Inc., Merrill Lynch World Headquarters, World Financial Center,
North Tower, 22nd Floor, New York, New York 10281, Attention: James B. Cason.
Any such termination shall not affect or reduce Guarantor's obligations
hereunder for any liability of Seller that arose prior to the expiration of said
thirty-day period. This guaranty shall terminate and shall be of no further
force or effect upon full payment of all amounts due to Buyer under the Master
Repurchase Agreement. This guaranty shall inure to the benefit of any successor
of the Beneficiary and be binding on any successor or Buyer of Guarantor.

          This guaranty shall be governed by and construed in accordance with
the laws of the State of New York. Guarantor hereby agrees that (i) any dispute
or controversy arising out of or relating to this guaranty, the Master
Repurchase Agreement or the Note shall be submitted to arbitration before the
American Arbitration Association, (ii) the arbitration proceedings shall be
conducted in New York, New York and (iii) the decision of the arbitrators shall
be final and judgment may be entered on the award. In the event that such
arbitration is unavailable, Guarantor hereby submits to the jurisdiction of the
United States Federal and New York State courts situated in the City, County,
and State of New York and hereby agrees that any litigation arising out of or
relating to this guaranty, the Master Repurchase Agreement or the Note shall be
brought in such courts. Each provision and agreement herein shall be treated as
separate and independent from any other provision or agreement herein and shall
be enforceable notwithstanding the non-enforceability of any such other
provision or agreement.

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          Any demand by Buyer for payment or performance by Guarantor shall be
by a written demand to Guarantor, which shall be deemed to have been duly given
if made by facsimile transmission to Conseco Finance Corp., [ADDRESS],
Attention: Cheryl Collins, Phone: (651) 293-3410, Fax: (651) 293-5696 or if
personally delivered at or upon the fifth day after deposit in the mails, mailed
by registered mail, postage prepaid, to Attention: Cheryl Collins.

                                  Very truly yours,

                                  CONSECO FINANCE CORP.

                                  By: ________________________________________
                                  Name: ______________________________________
                                  Title: _____________________________________