Exhibit 4.3

BEAR STEARNS

                                            BEAR STEARNS FINANCIAL PRODUCTS INC.
                                                              383 MADISON AVENUE
                                                                      SUITE 2700
                                                        NEW YORK, NEW YORK 10179
                                                                    212-272-4009

DATE:                      May 10, 2002

TO:                        Conseco Finance Home Equity Loan Trust 2002-B
ATTENTION:                 Mr. Tim Jacobson
TELEPHONE:                 651-293-3429
FACSIMILE:                 651-293-5695

FROM:                      Derivatives Documentation
TELEPHONE:                 212-272-2711
FACSIMILE:                 212-272-9857

SUBJECT:                   Fixed Income Derivatives Confirmation and Agreement

REFERENCE NUMBER:          FXNEC4801

The purpose of this letter agreement (the "Agreement") is to confirm the terms
and conditions of the Transaction entered into on the Trade Date specified below
(the "Transaction") between Bear Stearns Financial Products Inc.("BSFP") and
Conseco Finance Home Equity Loan Trust 2002-B ("Counterparty"). This Agreement,
which evidences a complete and binding agreement between you and us to enter
into the Transaction on the terms set forth below, constitutes a "Confirmation"
as referred to in the ISDA Form Master Agreement (as defined below), as well as
a "Schedule" as referred to in the ISDA Form Master Agreement.

1.   The definitions and provisions contained in the 2000 ISDA Definitions, as
     published by the International Swaps and Derivatives Association, Inc. (the
     "Definitions"), are incorporated into this Agreement. In the event of any
     inconsistency between those definitions and provisions and this Agreement,
     this Agreement will govern. This Agreement evidences a complete binding
     agreement between you and us as to the terms of the Transaction to which
     this Agreement relates. You and we agree that a Master Agreement
     (Multicurrency--Cross Border), in the form published by ISDA, but without
     any Schedule and including the revisions provided below (the "ISDA Form
     Master Agreement") shall be deemed to have been executed by you and us on
     the Trade Date of this Transaction and this Transaction will be governed by
     and be subject to the terms and conditions which would be applicable as if,
     prior to the Trade Date, the parties had executed and delivered an ISDA
     Form Master Agreement, (this Agreement and such ISDA Form Master Agreement
     forming a single agreement between the parties), except that in the event
     of any inconsistency between the provisions of the ISDA Form Master
     Agreement and this Agreement, this Agreement will prevail for the purpose
     of this Transaction. Terms used and not otherwise defined herein, in the
     ISDA Form Master Agreement or the Definitions shall have the meanings
     assigned to them in the Pooling and Servicing Agreement (the "Pooling and
     Servicing Agreement"), dated as of April 1, 2002, among Conseco Finance
     Securitizations Corp., Conseco Finance Corp. and U.S. Bank Trust National
     Association.

2.   The terms of the particular Transaction to which this Confirmation relates
     are as follows:

<PAGE>


Reference Number FXNEC4801
Conseco Finance Home Equity Loan Trust 2002-B
May 10, 2002
Page 2 of 16


       Type of Transaction:          Rate Cap

       Notional Amount:              With respect to any Calculation Period, the
                                     amount set forth for such period in the
                                     Schedule of Notional Amounts attached
                                     hereto.

       Trade Date:                   May 9, 2002

       Effective Date:               April 25, 2002

       Termination Date:             March 15, 2010, subject to adjustment in
                                     accordance with the Business Day
                                     Convention.

       Fixed Amount (Premium):

              Fixed Rate Payer:      Counterparty

              Fixed Rate Payer
              Payment Date:          The 15th calendar day of each
                                     month during the Term of this
                                     Transaction, commencing May 15, 2002
                                     and ending on October 15, 2004,
                                     subject to adjustment in accordance
                                     with the Business Day Convention

              Fixed Amount:          USD 9,633.20

       Floating Amounts:

              Floating Rate Payer:   BSFP

              Cap Rate:              8.00000%

              Floating Rate Payer
              Payment Dates:         The 15th calendar day of each
                                     month during the Term of this
                                     Transaction, commencing May 15, 2002
                                     and ending on the Termination Date,
                                     subject to adjustment in accordance
                                     with the Business Day Convention.

              Floating Rate Option:  USD-LIBOR-BBA

              Designated Maturity:   One month

              Floating Rate Day

<PAGE>


Reference Number FXNEC4801
Conseco Finance Home Equity Loan Trust 2002-B
May 10, 2002
Page 3 of 16


              Count Fraction:        Actual/360

              Reset Dates:           The first day of each Calculation Period

              Compounding:           Inapplicable

       Business Days:                New York and London

       Business Day Convention:      Modified Following

       Calculation Agent:            BSFP

3.   Additional Provisions:          1) Each party hereto is hereby advised and
                                     acknowledges that the other party has
                                     engaged in (or refrained from engaging in)
                                     substantial financial transactions and has
                                     taken (or refrained from taking) other
                                     material actions in reliance upon the entry
                                     by the parties into the Transaction being
                                     entered into on the terms and conditions
                                     set forth herein and in the Agreement
                                     relating to such Transaction, as
                                     applicable. This paragraph (1) shall be
                                     deemed repeated on the trade date of each
                                     Transaction.

                                     2) BSFP represents and warrants that as of
                                     the Trade Date its long term debt
                                     obligations are rated (a) AAA by S&P,
                                     (b) Aaa by Moody's.

4.   Provisions Deemed Incorporated in a Schedule to the ISDA Form Master
     Agreement:

          Part 1. Termination Provisions. For purposes of the ISDA Form Master
     Agreement:

               (a) "Specified Entity" is not applicable to BSFP or Counterparty
          for any purpose.

               (b) Section 1(c) of the ISDA Form Master Agreement is hereby
          deleted.

               (c) The provisions of Sections 5(a) (ii), (iii), (iv) and (v)
          shall not apply to either BSFP or Counterparty.

               (d) The "Cross Default" provisions of Section 5(a)(vi) shall not
          apply to either BSFP or Counterparty.

               (e) The "Credit Event Upon Merger" provisions of Section 5(b)(iv)
          will not apply to BSFP or Counterparty.

               (f) The "Automatic Early Termination" provision of Section 6(a)
          will not apply to BSFP or Counterparty.

               (g) Payments on Early Termination. For the purpose of Section
          6(e) of the ISDA Form Master Agreement:

<PAGE>


Reference Number FXNEC4801
Conseco Finance Home Equity Loan Trust 2002-B
May 10, 2002
Page 4 of 16


                    (i) Market Quotation will apply.

                    (ii) The Second Method will apply.

               (h) "Termination Currency" means United States Dollars.

               (i) Tax Event. The provisions of Section 2(d)(i)(4) and 2(d)(ii)
          of the ISDA Form Master Agreement shall not apply to BSFP or
          Counterparty and neither BSFP nor Counterparty shall be required to
          pay any additional amounts referred to therein.

               (j) Additional Termination Events will apply. The following shall
          constitute Additional Termination Events:

               (1)  Counterparty, with the consent of all holders of Relevant
                    Certificates, shall have the right to declare an Additional
                    Termination Event with BSFP as the sole Affected Party if
                    (a) at any time the unsecured, unsubordinated long term debt
                    obligations of BSFP are rated below A+ by S&P or below A2 by
                    Moody's, and (b) either (i) neither BSFP nor Counterparty,
                    each using its good faith efforts, has caused another party
                    acceptable to the Rating Agencies and the other party hereto
                    and satisfying the Rating Agency Condition to assume the
                    obligations of BSFP hereunder within 30 days of the issuance
                    of such a rating or (ii) BSFP has failed to post additional
                    collateral to secure its obligations under this Agreement in
                    an amount equal to the greatest of (x) 1% of the Notional
                    Amount effective on the date of such downgrade, (y) the
                    Floating Rate Payer Amount due on the immediately following
                    Floating Rate Payer Payment Date and (z) that amount which
                    in the view of the Rating Agencies will be sufficient to
                    maintain the then current ratings on the Relevant
                    Certificates.

               (2)  In the event that the Class M-1 Certificate holder delivers
                    notice of its intent to purchase the Loans pursuant to
                    Section 8.06 of the Pooling and Servicing Agreement or the
                    Trust is terminated for any other reason, an Early
                    Termination Date shall occur immediately upon the occurrence
                    thereof and, notwithstanding anything to the contrary in the
                    ISDA Form Master Agreement, Counterparty shall pay to BSFP
                    the sum of all Fixed Amounts outstanding hereunder on the
                    immediately following Payment Date.

               (3)  In the event that the Pooling and Servicing Agreement is
                    amended without the prior written consent of BSFP and such
                    amendment affects the amount or timing of payments due to
                    BSFP hereunder or the amount and timing of payments due from
                    BSFP hereunder, an Early Termination Date shall occur
                    immediately upon the occurrence thereof and, notwithstanding
                    anything to the contrary in the ISDA Form Master Agreement
                    or the Pooling and Servicing Agreement, Counterparty shall


<PAGE>


Reference Number FXNEC4801
Conseco Finance Home Equity Loan Trust 2002-B
May 10, 2002
Page 5 of 16


                    pay to BSFP the sum of all Fixed Amounts outstanding
                    hereunder on the immediately following Payment Date.

          Part 2. Tax Representations.

               (a) Payer Representations. For the purpose of Section 3(e) of the
          ISDA Form Master Agreement, each of BSFP and the Counterparty will
          make the following representations:

               It is not required by any applicable law, as modified by the
          practice of any relevant governmental revenue authority, of any
          Relevant Jurisdiction to make any deduction or withholding for or on
          account of any Tax from any payment (other than interest under Section
          2(e), 6(d)(ii) or 6(e) of this ISDA Form Master Agreement) to be made
          by it to the other party under this ISDA Form Master Agreement. In
          making this representation, it may rely on:

                    (i) the accuracy of any representations made by the other
               party pursuant to Section 3(f) of this ISDA Form Master
               Agreement;

                    (ii) the satisfaction of the agreement contained in Section
               4(a)(iii) of this ISDA Form Master Agreement and the accuracy and
               effectiveness of any document provided by the other party
               pursuant to Section 4(a)(iii) of this ISDA Form Master Agreement;
               and

                    (iii) the satisfaction of the agreement of the other party
               contained in Section 4(d) of this ISDA Form Master Agreement;

                    provided that it shall not be a breach of this
                    representation where reliance is placed on clause (ii) and
                    the other party does not deliver a form or document under
                    Section 4(a)(iii) of this ISDA Form Master Agreement by
                    reason of material prejudice to its legal or commercial
                    position.

               (b) Payee Representations. For the purpose of Section 3(f) of the
          ISDA Form Master Agreement, each of BSFP and the Counterparty make the
          following representations: None.

          Part 3. Documents to be Delivered. For the purpose of Section 4(a)(i)
     and 4(a)(ii)of the ISDA Form Master Agreement:

         (l) Tax forms, documents, or certificates to be delivered are:


<PAGE>


Reference Number FXNEC4801
Conseco Finance Home Equity Loan Trust 2002-B
May 10, 2002
Page 6 of 16

<TABLE>
<CAPTION>
Party required to deliver document       Form/Document/Certificate              Date by which to Be delivered
<S>                                      <C>                                    <C>
BSFP and Counterparty                    Any document required or reasonably    Promptly after the earlier of (i)
                                         requested to allow the other party     reasonable demand by either party or
                                         to make payments under this            (ii) learning that such form or
                                         Agreement without any deduction or     document is required
                                         withholding for or on the account of
                                         any Tax or with such deduction or
                                         withholding at a reduced rate
</TABLE>

         (2) Other documents to be delivered are:

<TABLE>
<CAPTION>
Party required to deliver      Form/Document/Certificate                          Date by which to be      Covered by
document                                                                          delivered                Section 3(d)
                                                                                                           Representation
<S>                            <C>                                                <C>                      <C>
BSFP and  Counterparty         Evidence reasonably satisfactory to the            Upon the execution and   Yes
                               receiving party to evidence the authority of the   delivery of this
                               delivering party or its Credit Support Provider,   Agreement and, if
                               if any, for it to execute and deliver this         requested, upon
                               Agreement, any Confirmation, and any Credit        execution of any
                               Support Documents to which it is a party, and to   Confirmation.
                               evidence the authority of the delivering party
                               or its Credit Support Provider to perform its
                               obligations under this Agreement, such
                               Confirmation and/or Credit Support Document, as
                               the case may be.

BSFP and Counterparty          A certificate of an authorized officer of the      Upon the execution and   Yes
                               party, as to the incumbency and authority of the   delivery of this
                               respective persons executing any document on its   Agreement and, if
                               behalf in connection with this Agreement, any      requested, upon
                               Confirmation and any Credit Support Document.      execution of any
                                                                                  Confirmation.

BSFP and Counterparty          Legal opinion(s) with respect to each party and    Upon the execution and   No
                               its Credit Support Provider, if any, for it in     delivery of this
                               the form and substance reasonably satisfactory     Agreement and, if
                               to the other
</TABLE>

<PAGE>


Reference Number FXNEC4801
Conseco Finance Home Equity Loan Trust 2002-B
May 10, 2002
Page 7 of 16

<TABLE>
<CAPTION>
<S>                            <C>                                                <C>                      <C>
                               party to whom such opinion is being                requested, upon
                               delivered relating to the enforceability of the    execution of any
                               party's obligations under this Agreement.          Confirmation

Counterparty                   Copies of closing documents delivered in           Promptly upon request    Yes
                               connection with the issuance of the Certificates   by BSFP
                               (as defined above) and each other report or
                               other document under the terms of the Pooling
                               and Servicing Agreement, other than those
                               required to be delivered directly by the Trustee
                               to BSFP thereunder
</TABLE>


          Part 4. Miscellaneous. Miscellaneous:

          (a)  Address for Notices: For the purposes of Section 12(a) of
               the ISDA Form Master Agreement:

          Address for notices or communications to BSFP:

               Address:   383 Madison Avenue
                          New York, NY  10179
               Attention: DPC Manager - Suite 2700
               Facsimile: 212-272-5823

          with a copy to:

               Address:   One Metrotech Center North,
                          Brooklyn, New York 11201
               Attention: Derivative Operations - 7th Floor
               Facsimile: (212) 272-1634

               (For all purposes)

          Address for notices or communications to the Counterparty:

               Address:   345 St. Peters Street, Suite 800
                          St. Paul, MN 55102
               Attention: Mr. Tim Jacobson
               Facsimile: 651-293-5695
               Phone:     651-293-3429

          with a copy to:

<PAGE>


Reference Number FXNEC4801
Conseco Finance Home Equity Loan Trust 2002-B
May 10, 2002
Page 8 of 16


               Attention: Ms. Debbie Vigdal
               Facsimile: 612-340-2868
               Phone:     612-340-2693

               (For all purposes)

          (b)  Process Agent. For the purpose of Section 13(c)of the ISDA
               Form Master Agreement:

               BSFP appoints as its Process Agent:Not Applicable

               Counterparty appoints as its Process Agent: Not Applicable

          (c)  Offices. The provisions of Section 10(a) of the ISDA Form
               MasterAgreement will apply to this Agreement.

          (d)  Multibranch Party. For the purpose of Section 10(c) of the
               ISDA Form Master Agreement:

               BSFP is not a Multibranch Party.

               Counterparty is not a Multibranch Party.

          (e)  Calculation Agent. The Calculation Agent is BSFP.

          (f)  Credit Support Document. Not applicable for either BSFP or
               Counterparty.

          (g)  Credit Support Provider.

               In relation to BSFP: Not Applicable

               In relation to Counterparty: Not Applicable

          (h)  Governing Law. THIS AGREEMENT WILL BE GOVERNED BY AND
               CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
               YORK APPLICABLE TO CONTRACTS WHOLLY PERFORMED WITHIN THE
               STATE OF NEW YORK WITHOUT REFERENCE TO CHOICE OF LAW
               DOCTRINE.

          (i)  Netting Provisions. The parties agree that subparagraph (ii)
               of Section 2(c) of the ISDA Form Master Agreement will
               apply.

<PAGE>


Reference Number FXNEC4801
Conseco Finance Home Equity Loan Trust 2002-B
May 10, 2002
Page 9 of 16


          (j)  "Affiliate" will have the meaning specified in Section 14 of
               the ISDA Form Master Agreement, provided, that BSFP shall
               not be deemed to have any Affiliates for purposes of the
               ISDA Form Master Agreement, including for purposes of
               Section 6(b)(ii).

          Part 5. Other Provisions.

          (a)  Amendments to Master Agreement.

               (i)  Section 3(a) of the ISDA Form Master Agreement shall be
                    amended to include the following additional representations
                    after paragraph 3(a)(v):

                    "(vi) Eligible Contract Participant. It is an "eligible
                    contract participant" as defined in Section 1a (12) of the
                    Commodity Exchange Act (7 U.S.C. 1a), as amended by the
                    Commodity Futures Modernization Act of 2000."

               (ii) Section 3 of the ISDA Form Master Agreement is hereby
                    amended by adding at the end thereof the following
                    subsection (g):

                    "(g) Relationship Between Parties. Each party represents to
                    the other party on each date when it enters into a
                    Transaction that:

                         (1) Nonreliance. (i) It is not relying on any statement
                    or representation of the other party regarding the
                    Transaction (whether written or oral), other than the
                    representations expressly made in this ISDA Form Master
                    Agreement or the Confirmation in respect of that Transaction
                    and (ii) it has consulted with its own legal, regulatory,
                    tax, business, investment, financial and accounting advisors
                    to the extent it has deemed necessary, and it has made its
                    own investment, hedging and trading decisions based upon its
                    own judgment and upon any advice from such advisors as it
                    has deemed necessary and not upon any view expressed by the
                    other party.

                         (2) Evaluation and Understanding.

                         (i) It has the capacity to assess the merits of and to
                    evaluate (internally or through independent professional
                    advice) the Transaction and has made its own decision to
                    enter into the Transaction; and

                         (ii) It understands the terms, conditions and risks of
                    the Transaction. It is willing and able to accept, and
                    accepts, those terms and conditions and is willing and able
                    to assume and assumes those risks, financially and
                    otherwise.

                         (3) Purpose. It is entering into the Transaction for
                    the purposes of managing its borrowings or investments,
                    hedging its underlying assets or liabilities or in
                    connection with a line of business.

<PAGE>


Reference Number FXNEC4801
Conseco Finance Home Equity Loan Trust 2002-B
May 10, 2002
Page 10 of 16


                         (4) Principal It is entering into the Transaction as
                    principal, and not as agent or in any other capacity,
                    fiduciary or otherwise and the other party is not acting as
                    a fiduciary for or an adviser to it in respect of the
                    Transaction."


              (iii) Section 9(b) of the ISDA Form Master Agreement is amended
                    by adding the following at the end of such Section:

                    "No amendment, modification or waiver in respect of this
                    Master Agreement will be effective unless the Rating Agency
                    Condition is satisfied. In addition no assignment or
                    transfer of this Master Agreement shall be effective unless
                    the Rating Agency Condition is satisfied."

          (b)  Non-Petition. BSFP hereby irrevocably and unconditionally agrees
               that it will not institute against, or join any other person in
               instituting against or cause any other person to institute
               against Counterparty, any bankruptcy, reorganization,
               arrangement, insolvency, or similar proceeding under the laws of
               the United States, or any other jurisdiction for the non-payment
               of any amount due hereunder or any other reason until the payment
               in full of the Certificates (as defined in the Pooling and
               Servicing Agreement) and the expiration of a period of one year
               plus ten days (or, if longer, the applicable preference period)
               following such payment.

          (c)  Non-Recourse Provisions. Notwithstanding anything to the contrary
               contained herein, none of Counterparty or any of its officers,
               directors, or shareholders (the "Non-recourse Parties") shall be
               personally liable for the payment by or on behalf of the
               Counterparty hereunder and BSFP shall be limited to a proceeding
               against the Collateral or against any other third party other
               than the Non-recourse Parties and BSFP shall not have the right
               to proceed directly against Counterparty for the satisfaction of
               any monetary claim against the Nonrecourse Parties or for any
               deficiency judgment remaining after foreclosure of any property
               included in such Collateral and following the realization of the
               Collateral, any claims of BSFP shall be extinguished.

          (d)  Severability. If any term, provision, covenant, or condition of
               this Agreement, or the application thereof to any party or
               circumstance, shall be held to be invalid or unenforceable (in
               whole or in part) for any reason, the remaining terms,
               provisions, covenants, and conditions hereof shall continue in
               full force and effect and shall remain applicable to all other
               parties circumstances as if this Agreement had been executed with
               the invalid or unenforceable portion eliminated, so long as this
               Agreement as so modified continues to express, without material
               change, the original intentions of the parties as to the subject
               matter of this Agreement and the deletion of such portion of this
               Agreement will not substantially impair the respective benefits
               or expectations of the parties.

<PAGE>


Reference Number FXNEC4801
Conseco Finance Home Equity Loan Trust 2002-B
May 10, 2002
Page 11 of 16


               The parties shall endeavor to engage in good faith negotiations
               to replace any invalid or unenforceable term, provision, covenant
               or condition with a valid or enforceable term, provision,
               covenant or condition, the economic effect of which comes as
               close as possible to that of the invalid or unenforceable term,
               provision, covenant or condition.

          (e)  Consent to Telephonic Recording. Each party hereto consents to
               the monitoring or recording, at any time and from time to time,
               by the other party of any and all communications between officers
               or employees of the parties, waives any further notice of such
               monitoring or recording, and agrees to notify its officers and
               employees of such monitoring or recording.

          (f)  Waiver of Jury Trial. Each party to this Agreement irrevocably
               waives any right it may have to a trial by jury in respect of any
               Proceedings relating to this Agreement; any Credit Support
               Document or any of the transactions contemplated hereby.

          (g)  Confidentiality. Counterparty hereby agrees that it shall not
               disclose to any third parties any information of a proprietary or
               financial nature regarding BSFP without the prior written consent
               of BSFP.

          (h)  Limited Set-Off. Notwithstanding any provision of this Agreement
               or any other existing or future agreement, each party irrevocably
               waives any and all rights it may have to set off, net, recoup or
               otherwise withhold or suspend or condition payment or performance
               of any obligation between it and the other party hereunder
               against any obligation between it and the other party under any
               other agreements. For the avoidance of doubt, the foregoing shall
               not be construed to limit any right of the parties under this
               Agreement in respect of Sections 2(a)(iii), Section 2(c), Section
               6(e) of the ISDA Form Master Agreement or any other right arising
               under this Agreement to net amounts payable under this Agreement,
               whether under Section 2, Section 6, Section 11 of the ISDA Form
               Master Agreement or otherwise.

          (i)  Additional Definitional Provisions.

               As used in this Agreement, the following terms shall have the
               meanings set forth below, unless the context clearly requires
               otherwise:

                         "Fitch" means Fitch , Inc., or any successor

                         "Moody's" means Moody's Investors Services, Inc., or
                    any successor.

                         "Rating Agency Condition" means, with respect to any
                    particular proposed act or omission to act hereunder that
                    the party acting or failing to act having consulted with any
                    of the Rating Agencies then providing a rating of the
                    Relevant Certificates and having received from the Rating
                    Agencies, a prior written confirmation that the proposed
                    action or inaction would not cause a

<PAGE>


Reference Number FXNEC4801
Conseco Finance Home Equity Loan Trust 2002-B
May 10, 2002
Page 12 of 16


                    downgrade or withdrawal of the then-current rating of the
                    Relevant Certificates.

                         "Rating Agencies" means each of Moody's, S&P and Fitch.

                         "Relevant Certificates" means the Class M-2
                    Certificates (as defined in the Pooling and Servicing
                    Agreement).

                         "S&P" means Standard & Poor's Ratings Group, or any
                    successor thereto.

     NEITHER THE BEAR STEARNS COMPANIES INC. NOR ANY SUBSIDIARY OR AFFILIATE OF
     THE BEAR STEARNS COMPANIES INC. OTHER THAN BSFP IS AN OBLIGOR OR A CREDIT
     SUPPORT PROVIDER ON THIS AGREEMENT OR ANY TRANSACTION COVERED HEREBY.

5.   Account Details and
     Settlement Information:  Payments to BSFP:
                              Citibank, N.A., New York
                              ABA Number: 021-0000-89, for the account of
                              Bear, Stearns Securities Corp.
                              Account Number: 0925-3186, for further credit to
                              Bear Stearns Financial Products Inc.
                              Sub-account  Number: 102-04654-1-3
                              Attention: Derivatives Department

                              Payments to Counterparty:
                              [Please provide]

This Agreement may be executed in several counterparts, each of which shall be
deemed an original but all of which together shall constitute one and the same
instrument.

Counterparty hereby agrees to check this Confirmation and to confirm that the
foregoing correctly sets forth the terms of the Transaction by signing in the
space provided below and returning to BSFP a facsimile of the fully-executed
Confirmation to 212-272-9857. For inquiries regarding U.S. Transactions, please
contact Sonya Nugent by telephone at 212-272-8273. For all other inquiries
please contact Nichola Murdoch by telephone at 353-1-402-6224. Originals will be
provided for your execution upon your request.

We are very pleased to have executed this Transaction with you and we look
forward to completing other transactions with you in the near future.

<PAGE>


Reference Number FXNEC4801
Conseco Finance Home Equity Loan Trust 2002-B
May 10, 2002
Page 13 of 16


Very truly yours,

BEAR STEARNS FINANCIAL PRODUCTS INC.


By: /s/ Kelly Warwick
    ------------------------------
    Name: Kelly Warwick
    Title: DPC Manager

Counterparty, acting through its duly authorized signatory, hereby agrees to,
accepts and confirms the terms of the foregoing as of the Trade Date.

CONSECO FINANCE HOME EQUITY LOAN TRUST 2002-B
By: U.S. BANK TRUST NATIONAL ASSOCIATION,
not in its individual capacity but solely as Trustee


By: /s/ Tamara Schultz-Fugh
    ------------------------------
    Name: Tamara Schultz-Fugh
    Title: Vice President

am

<PAGE>


Reference Number FXNEC4801
Conseco Finance Home Equity Loan Trust 2002-B
May 10, 2002
Page 14 of 16


                          SCHEDULE OF NOTIONAL AMOUNTS

               (all such dates subject to adjustment in accordance
                       with the Business Day Convention)



      From and including          To but excluding         Notional Amount (USD)
      ------------------          ----------------         ---------------------

        Effective Date                05/15/02                  17,500,000
           05/15/02                   06/15/02                  17,500,000
           06/15/02                   07/15/02                  17,500,000
           07/15/02                   08/15/02                  17,500,000
           08/15/02                   09/15/02                  17,500,000
           09/15/02                   10/15/02                  17,500,000
           10/15/02                   11/15/02                  17,500,000
           11/15/02                   12/15/02                  17,500,000
           12/15/02                   01/15/03                  17,500,000
           01/15/03                   02/15/03                  17,500,000
           02/15/03                   03/15/03                  17,500,000
           03/15/03                   04/15/03                  17,500,000
           04/15/03                   05/15/03                  17,500,000
           05/15/03                   06/15/03                  17,500,000
           06/15/03                   07/15/03                  17,500,000
           07/15/03                   08/15/03                  17,500,000
           08/15/03                   09/15/03                  17,500,000
           09/15/03                   10/15/03                  17,500,000
           10/15/03                   11/15/03                  17,500,000
           11/15/03                   12/15/03                  17,500,000
           12/15/03                   01/15/04                  17,500,000
           01/15/04                   02/15/04                  17,500,000
           02/15/04                   03/15/04                  17,500,000
           03/15/04                   04/15/04                  17,500,000
           04/15/04                   05/15/04                  17,500,000
           05/15/04                   06/15/04                  17,500,000
           06/15/04                   07/15/04                  17,500,000
           07/15/04                   08/15/04                  17,500,000
           08/15/04                   09/15/04                  17,500,000
           09/15/04                   10/15/04                  17,500,000
           10/15/04                   11/15/04                  17,500,000
           11/15/04                   12/15/04                  17,500,000
           12/15/04                   01/15/05                  17,500,000
           01/15/05                   02/15/05                  17,500,000
           02/15/05                   03/15/05                  17,500,000
           03/15/05                   04/15/05                  17,500,000
           04/15/05                   05/15/05                  17,500,000


<PAGE>


Reference Number FXNEC4801
Conseco Finance Home Equity Loan Trust 2002-B
May 10, 2002
Page 15 of 16


           05/15/05                   06/15/05                  17,500,000
           06/15/05                   07/15/05                  17,500,000
           07/15/05                   08/15/05                  17,500,000
           08/15/05                   09/15/05                  17,500,000
           09/15/05                   10/15/05                  17,201,813
           10/15/05                   11/15/05                  16,902,174
           11/15/05                   12/15/05                  16,607,562
           12/15/05                   01/15/06                  16,317,894
           01/15/06                   02/15/06                  16,033,088
           02/15/06                   03/15/06                  15,753,063
           03/15/06                   04/15/06                  15,477,741
           04/15/06                   05/15/06                  15,207,044
           05/15/06                   06/15/06                  14,940,894
           06/15/06                   07/15/06                  14,679,218
           07/15/06                   08/15/06                  14,421,940
           08/15/06                   09/15/06                  14,168,988
           09/15/06                   10/15/06                  13,920,290
           10/15/06                   11/15/06                  13,675,776
           11/15/06                   12/15/06                  13,435,376
           12/15/06                   01/15/07                  13,199,023
           01/15/07                   02/15/07                  12,966,649
           02/15/07                   03/15/07                  12,738,189
           03/15/07                   04/15/07                  12,513,577
           04/15/07                   05/15/07                  12,292,750
           05/15/07                   06/15/07                  12,075,644
           06/15/07                   07/15/07                  11,862,199
           07/15/07                   08/15/07                  11,652,354
           08/15/07                   09/15/07                  11,446,049
           09/15/07                   10/15/07                  11,243,225
           10/15/07                   11/15/07                  11,043,824
           11/15/07                   12/15/07                  10,847,791
           12/15/07                   01/15/08                  10,655,068
           01/15/08                   02/15/08                  10,465,601
           02/15/08                   03/15/08                  10,279,337
           03/15/08                   04/15/08                  10,096,221
           04/15/08                   05/15/08                   9,916,201
           05/15/08                   06/15/08                   9,739,227
           06/15/08                   07/15/08                   9,565,248
           07/15/08                   08/15/08                   9,394,214
           08/15/08                   09/15/08                   9,226,075
           09/15/08                   10/15/08                   9,060,785
           10/15/08                   11/15/08                   8,898,295
           11/15/08                   12/15/08                   8,738,560


<PAGE>


Reference Number FXNEC4801
Conseco Finance Home Equity Loan Trust 2002-B
May 10, 2002
Page 16 of 16

           12/15/08                   01/15/09                   8,581,533
           01/15/09                   02/15/09                   8,427,169
           02/15/09                   03/15/09                   8,275,425
           03/15/09                   04/15/09                   8,126,256
           04/15/09                   05/15/09                   7,979,620
           05/15/09                   06/15/09                   7,835,475
           06/15/09                   07/15/09                   7,693,780
           07/15/09                   08/15/09                   7,554,493
           08/15/09                   09/15/09                   7,417,574
           09/15/09                   10/15/09                   7,282,985
           10/15/09                   11/15/09                   7,150,686
           11/15/09                   12/15/09                   7,020,640
           12/15/09                   01/15/10                   6,892,808
           01/15/10                   02/15/10                   6,767,154
           02/15/10               Termination Date               6,643,643