Exhibit 2.4

                      IN THE UNITED STATES BANKRUPTCY COURT
                      FOR THE NORTHERN DISTRICT OF ILLINOIS
                                EASTERN DIVISION






In re:                                             ) Chapter 11
                                                   )
Conseco, Inc., et al.,(1)                          )
                                                   ) Case No. 02 B49672
                        Debtors.                   ) Honorable Carol A. Doyle
                                                   ) (Jointly Administered)
                                                   )

                DISCLOSURE STATEMENT FOR FINANCE COMPANY DEBTORS'
                    JOINT LIQUIDATING PLAN OF REORGANIZATION
           PURSUANT TO CHAPTER 11 OF THE UNITED STATES BANKRUPTCY CODE


                                 IMPORTANT DATES

   o      Date by which Ballots must be received: May [__], 2003
   o      Date by which objections to Confirmation of the Plan must be filed and
          served: May [__], 2003
   o      Hearing on Confirmation of the Plan: May [__], 2003

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THIS IS NOT A SOLICITATION OF ACCEPTANCE OR REJECTION OF THE JOINT LIQUIDATING
PLAN OF REORGANIZATION. ACCEPTANCES OR REJECTIONS MAY NOT BE SOLICITED UNTIL THE
BANKRUPTCY COURT HAS APPROVED THIS DISCLOSURE STATEMENT.
-------------------------------------------------------------------------------

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James H.M. Sprayregen, P.C. (ARDC. No. 6190206)
Richard L. Wynne (Admitted pro hac vice)
Anne Marrs Huber (ARDC No. 6226828)
Anup Sathy (ARDC No. 6230191)
Roger J. Higgins (ARDC No. 6257915)
Erin N. Brady (Admitted pro hac vice)
Ross M. Kwasteniet (ARDC No. 6276604)
Kirkland & Ellis
200 East Randolph Drive
Chicago, IL 60601-6636
(312) 861-2000 (telephone)
(312) 861-2200 (facsimile)

Counsel for the Debtors and Debtors-in-Possession
Dated:  April 1, 2003

------------------
1    The Debtors are the following entities: (i) Conseco, Inc., CIHC,
     Incorporated, CTIHC, Inc., Partners Health Group, Inc., (collectively the
     "Holding Company Debtors"), (ii) Conseco Finance Corp. and Conseco Finance
     Servicing Corp (the "Finance Company Debtors" and together with the Holding
     Company Debtors, the "Initial Debtors"), (iii) Conseco Finance Corp. -
     Alabama, Conseco Finance Credit Corp., Conseco Finance Consumer Discount
     Company, Conseco Finance Canada Holding Company, Conseco Finance Canada
     Company, Conseco Finance Loan Company, Rice Park Properties Corporation,
     Landmark Manufactured Housing, Inc., Conseco Finance Net Interest Margin
     Finance Corp. I, Conseco Finance Net Interest Margin Finance Corp. II,
     Green Tree Finance Corp. - Two, Conseco Agency of Nevada, Inc., Conseco
     Agency of New York, Inc., Green Tree Floorplan Funding Corp., Conseco
     Agency, Inc., Conseco Agency of Alabama, Inc., Conseco Agency of Kentucky,
     Inc., and Crum-Reed General Agency, Inc. (collectively, the "CFC Subsidiary
     Debtors"), Mill Creek Servicing Corporation, Conseco Finance Credit Card
     Funding Corp., Green Tree Residual Finance Corp. I, and Green Tree Finance
     Corp.-5 (the "New Filing Entities", together with the Finance Company
     Debtors and the CFC Subsidiary Debtors, the "Finance Company Debtors").


<PAGE>

     THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (THE "SEC") HAS
NEITHER APPROVED NOR DISAPPROVED THIS DISCLOSURE STATEMENT NOR PASSED UPON THE
ACCURACY OR ADEQUACY OF THE STATEMENTS CONTAINED HEREIN.

     THIS DISCLOSURE STATEMENT SUMMARIZES CERTAIN PROVISIONS OF THE PLAN AS WELL
AS CERTAIN OTHER DOCUMENTS AND FINANCIAL INFORMATION. THE FINANCE COMPANY
DEBTORS BELIEVE THAT THESE SUMMARIES ARE FAIR AND ACCURATE. THE FINANCIAL
INFORMATION SUMMARIES AND OTHER DOCUMENTS ATTACHED HERETO OR INCORPORATED BY
REFERENCE HEREIN ARE QUALIFIED IN THEIR ENTIRETY BY REFERENCE TO THOSE
DOCUMENTS. IN THE EVENT OF ANY INCONSISTENCY OR DISCREPANCY BETWEEN A
DESCRIPTION IN THIS DISCLOSURE STATEMENT AND THE TERMS AND PROVISIONS OF THE
PLAN, OR THE OTHER DOCUMENTS AND FINANCIAL INFORMATION INCORPORATED HEREIN BY
REFERENCE, THE PLAN OR THE OTHER DOCUMENTS AND FINANCIAL INFORMATION, AS THE
CASE MAY BE, SHALL GOVERN FOR ALL PURPOSES.

     MOREOVER, THIS DISCLOSURE STATEMENT DOES NOT CONSTITUTE, AND MAY NOT BE
CONSTRUED AS, AN ADMISSION OF FACT, LIABILITY, STIPULATION OR WAIVER BUT RATHER
SHOULD BE CONSTRUED AS A STATEMENT MADE IN SETTLEMENT NEGOTIATIONS RELATED TO
CONTESTED MATTERS, ADVERSARY PROCEEDINGS, AND OTHER PENDING OR THREATENED
LITIGATION OR ACTIONS.

     THE FINANCE COMPANY DEBTORS MAKE THE STATEMENTS AND PROVIDE THE FINANCIAL
INFORMATION CONTAINED HEREIN AS OF THE DATE HEREOF UNLESS OTHERWISE SPECIFIED.
HOLDERS OF CLAIMS AND EQUITY INTERESTS REVIEWING THIS DISCLOSURE STATEMENT
SHOULD NOT INFER AT THE TIME OF SUCH REVIEW THAT THE FACTS SET FORTH HEREIN HAVE
NOT CHANGED SINCE THE DATE HEREOF UNLESS SO SPECIFIED. EACH HOLDER OF AN
IMPAIRED CLAIM OR IMPAIRED EQUITY INTEREST ENTITLED TO VOTE THEREFORE SHOULD
CAREFULLY REVIEW THE PLAN, THIS DISCLOSURE STATEMENT AND THE EXHIBITS TO BOTH
DOCUMENTS IN THEIR ENTIRETY BEFORE CASTING A BALLOT. THIS DISCLOSURE STATEMENT
DOES NOT CONSTITUTE LEGAL, BUSINESS, FINANCIAL OR TAX ADVICE. ANY PERSONS
DESIRING ANY SUCH ADVICE OR ANY OTHER ADVICE SHOULD CONSULT WITH THEIR OWN
ADVISORS.

     NO PARTY IS AUTHORIZED TO PROVIDE TO ANY OTHER PARTY ANY INFORMATION
CONCERNING THE PLAN OTHER THAN THE CONTENTS OF THIS DISCLOSURE STATEMENT. THE
FINANCE COMPANY DEBTORS HAVE NOT AUTHORIZED ANY REPRESENTATIONS CONCERNING THE
FINANCE COMPANY DEBTORS OR THE VALUE OF THEIR PROPERTY OTHER THAN THOSE SET
FORTH IN THIS DISCLOSURE STATEMENT. HOLDERS OF CLAIMS AND EQUITY INTERESTS
SHOULD NOT RELY ON ANY INFORMATION, REPRESENTATIONS OR INDUCEMENTS MADE TO
OBTAIN YOUR ACCEPTANCE OF THE PLAN THAT ARE OTHER THAN, OR INCONSISTENT WITH,
THE INFORMATION CONTAINED HEREIN AND IN THE PLAN.

     THE FINANCE COMPANY DEBTORS' MANAGEMENT HAS REVIEWED THE FINANCIAL
INFORMATION PROVIDED IN THIS DISCLOSURE STATEMENT. ALTHOUGH THE FINANCE COMPANY
DEBTORS HAVE USED THEIR BEST EFFORTS TO ENSURE THE ACCURACY OF THIS FINANCIAL
INFORMATION, THE FINANCIAL INFORMATION CONTAINED IN, OR INCORPORATED BY
REFERENCE INTO, THIS DISCLOSURE STATEMENT, OTHER THAN THE FINANCIAL STATEMENTS
INCLUDED IN CONSECO'S ANNUAL REPORT ON FORM 10-K, HAS NOT BEEN AUDITED.



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                                TABLE OF CONTENTS

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I.  SUMMARY.......................................................................................................1
         A.       Events Leading to the Chapter 11 Cases..........................................................2
         B.       The Auction and Sale Process For Substantially All Of Our Assets................................3
         C.       Plan Overview...................................................................................4
                  1.       Purpose -- Liquidating Plan of Reorganization..........................................4
                  2.       Substantive Consolidation..............................................................4
                  3.       Creation of a Post-Consummation Estate.................................................5
                  4.       Summary of Projected Distributions to Creditors........................................5
                  5.       Plan Consummation......................................................................8
                  6.       Executory Contracts and Unexpired Leases...............................................8
         D.       Voting and Confirmation.........................................................................8
                  1.       Time and Place of the Confirmation Hearing.............................................9
                  2.       Deadline for Voting For or Against the Plan............................................9
                  3.       Deadline for Objecting to the Confirmation of the Plan.................................9
         E.       Risk Factors...................................................................................10
         F.       Identity of Persons to Contact for More Information............................................10
         G.       Recommendation.................................................................................10
         H.       Disclaimer.....................................................................................10

II. GENERAL INFORMATION..........................................................................................11
         A.       DESCRIPTION OF THE FINANCE COMPANY DEBTORS' BUSINESSES.........................................11
                  1.       Finance Company Debtors' Corporate Structure..........................................11
                  2.       The Finance Company Debtors' Businesses...............................................12
                  3.       Government Regulation.................................................................12
                  4.       Competition...........................................................................13
                  5.       Employees.............................................................................14
         B.       EXISTING CAPITAL STRUCTURE OF THE FINANCE COMPANY DEBTORS......................................14
                  1.       Ownership of CFC; CNC Debt Structure..................................................14
                  2.       Overview of Finance Company Debtors' Debt Structure...................................16
                  3.       Prepetition Credit Facilities.........................................................17
                  4.       Guarantees on B-2 Certificates........................................................18
                  5.       Intercompany Obligations..............................................................18
                  6.       Preferred Dividends...................................................................19
                  7.       Debtor-in-Possession Facilities.......................................................19
         C.       CIHC GUARANTEES OF FINANCE COMPANY DEBTORS' DEBT...............................................19
         D.       EVENTS LEADING TO THE CHAPTER 11 CASES.........................................................19
                  1.       Background to the Restructuring.......................................................19
                  2.       Announcement of Restructuring Plan; Credit Facility Events of Default.................20
                  3.       Prepetition Decline of Finance Company Debtors' Businesses; Strategic
                           Alternatives Considered...............................................................20
                  4.       Recent Financial Results..............................................................21
                  5.       The Prepetition Committees............................................................22
         E.       PLANNED SALE OF SUBSTANTIALLY ALL OF THE CFC ASSETS............................................22
         F.       RESTRUCTURING OF THE MANUFACTURED HOUSING BUSINESS.............................................24

III.THE CHAPTER 11 CASES.........................................................................................25
         A.       DEBTOR-IN-POSSESSION FINANCING FROM FPS AND THE SPE............................................25
         B.       SUMMARY OF OTHER SIGNIFICANT MOTIONS...........................................................26
                  1.       Applications for Retention of Holding Company Reorganizing Debtors'
                           and Finance Company Debtors'Professionals.............................................26
                  2.       Motion to Continue Using Existing Bank Accounts and Business Forms....................26
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                  3.       Motion to Increase CFC's Manufactured Housing Securitization Servicing Fee............27
                  4.       Motion for Joint Administration of the Chapter 11 Cases...............................28
                  5.       Motion for Case Management Procedures.................................................28
                  6.       Motion to Pay Employee Wages and Associated Benefits..................................28
                  7.       CFC Credit Card Motion................................................................28
                  8.       Utilities Procedures Motion...........................................................28
                  9.       Motion to Pay Certain Essential Trade Vendors.........................................29
                  10.      Motion to Perform Contractual Obligations with Certain Insurance Agencies.............29
                  11.      Motions for Authority to Continue the Key Employee Retention Program..................29
                  12.      Motion for CFC to Continue Servicing Originating and Selling Customer Loans...........29
                  13.      Motion to Employ Ordinary Course Professionals........................................29
                  14.      Motion to Limit Trading of Holding Company Equity.....................................30
                  15.      Motion for Procedures for Sale or Abandonment of De Minimis Assets....................30
                  16.      Motion for an Extension of Time to Assume or Reject Nonresidential
                           Real Property Leases..................................................................30
                  17.      CFC Subsidiary Debtors' Applicability Motion..........................................30
                  18.      Schedules and Statements..............................................................30
                  19.      Motion to Enter Into Replacement Financing............................................30
                  20.      Motion to Extend Period to Remove Actions.............................................31
                  21.      Motion to Renew U.S. Bank Letter of Credit............................................31
                  22.      Motion to Enforce the Automatic Stay, Demand the Turnover of Property, Settle
                           Valid Lien Claimsand Foreclose On, Sell, or Otherwise Transfer Property Free
                           and Clear of All Liens................................................................31
                  23.      Motion for Contract and Lease Rejection Procedures....................................31
                  24.      Motion to Establish Solicitation Procedures...........................................31
         C.       APPOINTMENT OF THE OFFICIAL COMMITTEES.........................................................31
         D.       ASSUMPTION/REJECTION OF CONTRACTS AND LEASES...................................................32
         E.       PENDING LITIGATION AND THE AUTOMATIC STAY......................................................33
                  1.       D&O Loans Litigation..................................................................33
                  2.       Significant Prepetition Litigation....................................................33
                  3.       Adversary Proceedings Filed in the Finance Company Debtors' Chapter 11 Cases..........34
         F.       CLAIMS PROCESS AND CLAIMS BAR DATES............................................................35
                  1.       Filing of Schedules of Liabilities....................................................35
                  2.       Bar Date for Nongovernmental Entities to File Proofs of Claim.........................35
                  3.       Bar Date for Governmental Units To File Proofs of Claim...............................36
                  4.       Claims Objection Process..............................................................36
         G.       EXCLUSIVE PLAN PROPOSAL AND ACCEPTANCE RIGHTS..................................................36

IV. SUMMARY OF THE PLAN OF REORGANIZATION........................................................................37
         A.       OVERVIEW OF CHAPTER 11.........................................................................37
         B.       GENERALLY......................................................................................38
                  1.       Liquidating Plan of Reorganization....................................................38
                  2.       The Post-Consummation Estate..........................................................39
                  3.       Substantive Consolidation.............................................................39
         C.       CONDITIONS PRECEDENT TO PLAN CONFIRMATION AND CONSUMMATION.....................................41
                  1.       Conditions Precedent to Confirmation..................................................41
                  2.       Conditions Precedent to Effective Date of the Plan....................................41
                  3.       Waiver of Conditions Precedent........................................................42
                  4.       Effect of Non-Occurrence of Consummation..............................................42
         D.       SEVERABILITY OF PLAN PROVISIONS................................................................42

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         E.       CLASSIFICATION AND TREATMENT OF CLAIMS AND EQUITY INTERESTS....................................42
                  1.       Summary of Unclassified Claims against all Finance Company Debtors....................42
                  2.       Classification and Treatment of Classified Claims.....................................43
         F.       ACCEPTANCE AND REJECTION OF THE PLAN...........................................................45
                  1.       Voting Classes........................................................................45
                  2.       Acceptance by Impaired Classes........................................................45
                  3.       Presumed Acceptance of the Plan.......................................................45
                  4.       Presumed Rejection of the Plan........................................................45
                  5.       Non-Consensual Confirmation...........................................................45
         G.       PLAN IMPLEMENTATION............................................................................46
                  1.       Sale of Assets........................................................................46
                  2.       Establishment of the Post-Consummation Estate.........................................46
                  3.       Funding Expenses of the Post-Consummation Estate......................................46
                  4.       Corporate Action......................................................................46
                  5.       Appointment of Plan Administrator.....................................................46
                  6.       Cancellation of Notes, Instruments, Debentures and Equity Securities..................47
                  7.       Creation of Creation of Professional Escrow Account...................................47
                  8.       Creation of Employee Benefit Escrow Account...........................................47
                  9.       Creation of Lehman Escrow Account.....................................................47
                  10.      Creation of 93/94 Note Claim Escrow Account...........................................47
                  11.      Creation of Consent Agreement Reserve Account.........................................47
                  12.      Retiree Benefits......................................................................47
         H.       EXECUTORY CONTRACTS............................................................................47
                  1.       Assumption and Rejection of Executory Contracts and Unexpired Leases..................47
                  2.       Rejection Claims; Cure of Defaults....................................................48
         I.       DISTRIBUTIONS..................................................................................48
                  1.       Time and Method of Distributions......................................................48
                  2.       Manner of Payment under the Plan......................................................48
                  3.       Delivery of Distributions.............................................................48
                  4.       Undeliverable Distributions...........................................................49
                  5.       Compliance with Tax Requirements/Allocation...........................................49
                  6.       Time Bar to Cash Payments.............................................................49
                  7.       Distributions after Effective Date....................................................49
                  8.       Fractional Dollars; De Minimis Distributions..........................................50
                  9.       Set-Offs..............................................................................50
                  10.      Setoff of Certain Intercompany Notes..................................................50
                  11.      Preservation of Finance Company Debtors' Subordination Rights.........................50
                  12.      Waiver by Creditors of All Subordination Rights.......................................50
                  13.      Settlement of Claims and Controversies................................................50
         J.       RETENTION OF JURISDICTION......................................................................51
         K.       RELEASE, INJUNCTIVE AND RELATED PROVISIONS.....................................................52
                  1.       Compromise and Settlement.............................................................52
                  2.       Releases by the Finance Company Debtors...............................................52
                  3.       Releases by Holders of Claims.........................................................52
                  4.       Exculpation...........................................................................53
                  5.       Preservation of Rights of Action......................................................53
                  6.       Discharge of Claims and Termination of Equity Interests...............................55
                  7.       Injunction............................................................................55
         L.       POST-CONSUMMATION ESTATE AND PLAN ADMINISTRATOR................................................55
                  1.       Generally.............................................................................55
                  2.       Purpose of the Post-Consummation Estate...............................................56
                  3.       Transfer of Assets....................................................................56
                  4.       Valuation of Assets...................................................................56
                  5.       Distribution; Withholding.............................................................56

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                  6.       Post-Consummation Estate Implementation...............................................57
                  7.       Disputed Claims Reserve...............................................................57
                  8.       Termination of Post-Consummation Estate...............................................57
                  9.       Termination of Plan Administrator.....................................................57
                  10.      Exculpation; Indemnification..........................................................57
         M.       MISCELLANEOUS PROVISIONS.......................................................................58
                  1.       Modification of Plan Supplement.......................................................58
                  2.       Effectuating Documents, Further Transactions and Corporation Action...................58
                  3.       Dissolution of Committee(s)...........................................................58
                  4.       Payment of Statutory Fees.............................................................58
                  5.       Modification of Plan..................................................................58
                  6.       Revocation of Plan....................................................................59
                  7.       Successors and Assigns................................................................59
                  8.       Reservation of Rights.................................................................59
                  9.       Section 1146 Exemption................................................................59
                  10.      Further Assurances....................................................................59
                  11.      Transactions on Business Days.........................................................60
                  12.      Filing of Additional Documents........................................................60
                  13.      Post-Effective Date Fees and Expenses.................................................60
                  14.      Conflicts.............................................................................60
                  15.      Term of Injunctions or Stays..........................................................60
                  16.      Entire Agreement......................................................................60
                  17.      Closing of the Chapter 11 Cases.......................................................60

V. VOTING AND CONFIRMATION PROCEDURE.............................................................................60
         A.       VOTING INSTRUCTIONS............................................................................61
         B.       VOTING TABULATION..............................................................................62
         C.       VOTING PROCEDURES..............................................................................64
                  1.       Voting Record Date....................................................................64
                  2.       Beneficial Holders....................................................................64
                  3.       Nominees..............................................................................64
         D.       THE CONFIRMATION HEARING.......................................................................65
         E.       STATUTORY REQUIREMENTS FOR CONFIRMATION OF THE PLAN............................................65
                  1.       Acceptance............................................................................65
                  2.       Fair and Equitable Test...............................................................66
                  3.       Feasibility...........................................................................66
                  4.       "Best Interests" Test.................................................................67

VI. PLAN-RELATED RISK FACTORS AND ALTERNATIVES TO CONFIRMING AND CONSUMMATING THE PLAN...........................68
         A.       CERTAIN BANKRUPTCY CONSIDERATIONS..............................................................68
                  1.       Parties-in-Interest May Object to the Finance Company Debtors'
                           Classification of Claims..............................................................68
                  2.       The Finance Company Debtors May be Unable to Close One or Both
                           of the Sale Transactions..............................................................68
                  3.       The Finance Company Debtors May Not be Able to Secure Confirmation of the Plan........69
                  4.       The Confirmation and Consummation of the Plan Are Also Subject to Certain
                           Conditions as Described Herein........................................................69
                  5.       The Finance Company Debtors May Object to the Amount or Classification of a Claim.....69
                  6.       Nonconsensual Confirmation............................................................69
         B.       LIQUIDATION UNDER CHAPTER 7....................................................................69

VII. CERTAIN FEDERAL INCOME TAX CONSEQUENCES.....................................................................70

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         A.       Consequences to Finance Company Debtors........................................................71
         B.       Federal Income Tax Treatment of Post-Consummation Estate.......................................71
                  1.       Classification of Post-Consummation Estate............................................71
                  2.       Tax Reporting.........................................................................71
                  3.       Reserve for Disputed Claims...........................................................71
         C.       Consequence to Holders of Claims...............................................................72
                  1.       Holders of Claims.....................................................................72
                  2.       Distributions in Discharge of Accrued but Unpaid Interest.............................72
                  3.       Character of Gain or Loss; Tax Basis; Holding Period..................................73
         D.       Consequences to Holders of Interests...........................................................73
         E.       Withholding....................................................................................73

VIII. MISCELLANEOUS PROVISIONS...................................................................................74
         A.       PENDING LITIGATION.............................................................................74
         B.       SUCCESSORS AND ASSIGNS.........................................................................74
         C.       RESERVATION OF RIGHTS..........................................................................74
         D.       SERVICE OF DOCUMENTS...........................................................................74

IX. RECOMMENDATION...............................................................................................75
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                                    EXHIBITS

Exhibit A   -     Joint Plan of Reorganization
Exhibit B   -     Prepetition Organizational Chart


















                                       vi
<PAGE>

                                       I.

                                    SUMMARY(1)

     On December 17, 2002, Conseco Finance Corp. ("CFC") and Conseco Finance
Servicing Corp. ("CFSC") filed petitions under Chapter 11 of title 11 of the
United States Bankruptcy Code (the "Bankruptcy Code") in the United States
Bankruptcy Court for the Northern District of Illinois (the "Initial Petition
Date"). Thereafter, on February 3, 2003, (the "CFC Subsidiary Petition Date")
the following subsidiaries of CFC filed petitions under the Bankruptcy Code in
the United States Bankruptcy Court for the Northern District of Illinois:
Conseco Finance Corp. - Alabama, Conseco Finance Credit Corp., Conseco Finance
Consumer Discount Company, Conseco Finance Canada Holding Company, Conseco
Finance Canada Company, Conseco Finance Loan Company, Rice Park Properties
Corporation, Landmark Manufactured Housing, Inc., Conseco Finance Net Interest
Margin Finance Corp. I, Conseco Finance Net Interests Margin Finance Corp. II,
Green Tree Finance Corp. - Two, Green Tree Floorplan Funding Corp., Conseco
Agency of Nevada, Inc., Conseco Agency of New York, Inc., Conseco Agency, Inc.,
Conseco Agency of Alabama, Inc., Conseco Agency of Kentucky, Inc., Crum-Reed
General Agency, Inc. (the "CFC Subsidiary Debtors"). The Finance Company Debtors
anticipate certain other related entities may also file chapter 11 petitions,
including Green Tree Residual Finance Corp. I, Green Tree Finance Corp. - Five,
Mill Creek Servicing Corporation and Conseco Finance Credit Card Corp. (the
"Newly Filed Entities and, individually, a "Newly Filed Entity") in order to
facilitate the completion of certain Sale Transactions (as discussed herein). We
sometimes refer to CFC, CFSC and the CFC Subsidiary Debtors collectively as
"we," or the "Finance Company Debtors" and individually as a "Finance Company
Debtor" and, on or after the Effective Date, as the "Liquidated Debtors" and
individually as a "Liquidated Debtor."

     CFC, CFSC and the CFC Subsidiary Debtors are operating their businesses and
managing their properties as debtors-in-possession pursuant to sections 1107(a)
and 1108 of the Bankruptcy Code.

     The Finance Company Debtors have historically operated several
sophisticated and integrated finance businesses providing a variety of financial
products, including manufactured housing loans to consumers and floor plan
financing of MH dealer inventory, home equity mortgage loans, home improvement
loans and consumer product loans and private label credit cards. In connection
with such products, certain of the Finance Company Debtors broker a range of
insurance policies, such as homeowners insurance policies, credit insurance,
life and disability insurance policies, and extended warranty products (the
"Insurance Products") for sale to finance customers.

     Pursuant to section 363 of the Bankruptcy Code, the Bankruptcy Court
recently approved sale of substantially all of the Finance Company assets (the
"CFC Assets") from Mill Creek Bank to CFN Investment Holdings, LLC ("CFN"), and
the sale of Mill Creek Bank to General Electric Capital Corporation ("GE"),
collectively (the "Sale Transactions"). Collectively, these Sale Transactions
are expected to generate approximately $1.1 billion in cash proceeds for the
Estates. To facilitate the expeditious distribution of these proceeds, the
Finance Company Debtors are sponsoring a liquidating plan of reorganization
pursuant to chapter 11 of the Bankruptcy Code entitled "Finance Company Debtors'
Joint Liquidating Plan of Reorganization Pursuant To Chapter 11 of The United
States Bankruptcy Code" (the "Plan"), which is attached hereto as Exhibit A.

     Chapter 11 of the Bankruptcy Code allows a debtor to sponsor a plan of
reorganization that proposes how to dispose of a debtor's assets and treat
claims (i.e., debts) against, and interests in, such a debtor. A plan of
reorganization typically may provide for a debtor-in-possession to reorganize by
continuing to operate, to liquidate by selling assets of the estate or to
implement a combination of both. As mentioned above, the Plan is a liquidating
plan of reorganization.

Why You Are Receiving This Document

     The Bankruptcy Code requires that the party proposing a chapter 11 plan of
reorganization prepare and file with the Bankruptcy Court a document called a
"disclosure statement." THIS DOCUMENT IS THE

----------------------
1    The following summary is qualified in its entirety by the more detailed
     information contained in the Plan and elsewhere in this Disclosure
     Statement.



<PAGE>



DISCLOSURE STATEMENT (THE "DISCLOSURE STATEMENT") FOR THE PLAN. THE DISCLOSURE
STATEMENT INCLUDES CERTAIN EXHIBITS, EACH OF WHICH ARE INCORPORATED HEREIN BY
REFERENCE.

     Please note that any terms not specifically defined in this Disclosure
Statement shall have the meaning ascribed to them in the Plan and any conflict
arising therefrom shall be governed by the Plan.

     This Disclosure Statement summarizes the Plan's content and provides
information relating to the Plan and the process the Bankruptcy Court follows in
determining whether or not to confirm the Plan. The Disclosure Statement also
discusses the events leading to the Finance Company Debtors' filing their
chapter 11 cases, describes the main events that have occurred in the Finance
Company Debtors' chapter 11 cases, and, finally, summarizes and analyzes the
Plan. The Plan also describes certain potential Federal income tax consequences
of Holders of Claims and Equity Interests, voting procedures and the
confirmation process.

     The Bankruptcy Code requires a disclosure statement to contain "adequate
information" concerning the Plan. In other words, a disclosure statement must
contain sufficient information to enable parties who are affected by the Plan to
vote intelligently for or against the Plan or object to the Plan, as the case
may be. The Bankruptcy Court has reviewed this Disclosure Statement, and has
determined that it contains adequate information and may be sent to you to
solicit your vote on the Plan.

     All Creditors should carefully review both the Disclosure Statement and the
Plan before voting to accept or reject the Plan. Indeed, Creditors should not
rely solely on the Disclosure Statement but should be sure to read the Plan as
well. Moreover, the Plan provisions will govern if there are any inconsistencies
between the Plan and the Disclosure Statement.

     It is important to note that this Disclosure Statement does not supersede
or incorporate the separate disclosure statement filed by Conseco, Inc., CIHC,
CTIHC, Inc., and Partners Health Group, Inc. in these jointly administered cases
(the "Holding Company Reorganizing Debtors' Disclosure Statement"). These
entities, sometimes referred to as the "Holding Company Reorganizing Debtors,"
are not sponsors of the Plan. The Holding Company Reorganizing Debtors have
filed a separate plan and disclosure statement in connection with their chapter
11 cases, and, having obtained approval of their disclosure statement, are
currently in the process in soliciting votes to accept their proposed plan of
reorganization.

A.   Events Leading to the Chapter 11 Cases

     Since commencing operations in 1982, our ultimate parent, Conseco, Inc.
("CNC") has pursued a strategy of growth through acquisitions. Primarily as a
result of these acquisitions and the funding requirements necessary to operate
and expand the acquired businesses, CNC amassed outstanding indebtedness
totaling approximately $6.0 billion as of June 30, 2002. During the two years
prior to the Petition Date, CNC undertook a series of steps designed to reduce
and extend the maturities of the parent company debt. Notwithstanding these
efforts, CNC's financial position continued to deteriorate, principally due to
its leveraged condition, losses experienced by the finance businesses and the
decreasing value of its investment portfolio. On August 9, 2002, CNC announced
that it would seek to fundamentally restructure its capital, and announced that
it had retained legal and Advisors to assist in these efforts.

     In October 2002, CNC announced that it had engaged Advisors to pursue
various alternatives for the finance business and that CNC's board of directors
had approved a plan to sell or seek new investors for the finance businesses.
With the help of these Advisors, we pursued an intensive marketing campaign.
This campaign was largely successful, and on December 19, 2002, we entered into
an Asset Purchase Agreement (the "CFN Asset Purchase Agreement") with CFN
Investment Holdings LLC ("CFN"), an affiliate of Fortress Investment Group LLC,
J.C. Flowers & Co. LLC and Cerberus Capital Management, L.P., pursuant to which
we would, subject to satisfying certain conditions, sell all, or substantially
all, of our assets (referred to herein as the "CFC Assets") in a sale pursuant
to section 363 of the Bankruptcy Code as part of our chapter 11 proceedings,
subject to CFN's right to exclude certain assets from its purchase.

                                       2
<PAGE>


     One asset that we sought to dispose of through the sale process was our
manufactured housing servicing business (our "MH Servicing Business"). Prior to
our chapter 11 filings, we were by far the largest servicer of manufactured
housing loan contracts ("MH Contracts") in the United States, servicing
approximately 55% of the manufactured housing contract market. Pursuant to our
various servicing agreements, we generally received 50 basis points of the
principal amount outstanding of each MH contract per annum for servicing the MH
Contracts (the "MH Servicing Fee"), payable only from any funds remaining after
payment of all current payments owing on the debt securities issued by the MH
Securitization Trusts. Due to various factors, including an increased number of
MH Contract consumer defaults caused by the recent economic downturn, the MH
Servicing Fee was grossly insufficient to cover our MH Servicing Business costs.
Just prior to the Petition Date, we were losing approximately $15 million each
month, and could not sustain the business without either selling it or
substantially restructuring it. It came as no surprise, therefore, that CFN
(and, in fact, all other potential bidders) required a restructuring of the MH
Servicing Business as a purchasing condition.

     Accordingly, even prior to filing our chapter 11 cases, we worked
diligently to negotiate an agreement with U.S. Bank, as securitization trustee
for the vast majority of CFC's securitization trusts (the "Trustee"), to reduce
this above-described negative cash flow by: (i) increasing the amount and
payment priority of the MH Servicing Fee we receive as compensation for
servicing the securitized manufactured housing portfolios as set forth in
certain loan pooling and servicing agreements (the "Servicing Agreements"), and
(ii) restructuring the guarantees on certain lower-rated securities referred to
as "B-2 Certificates" that were issued to investors in certain securitization
transactions of manufactured housing receivables as set forth in certain sale
agreements (the "Sale Agreements"). We therefore were pleased when, on December
18, 2003, upon the joint motion of CFC, CFSC and the Trustee, the Bankruptcy
Court entered an interim order providing, for an interim period of 30 business
days, (i) for an increase of the MH Servicing Fee to 125 basis points per annum
of the principal amount outstanding of each manufactured housing securitization
trust where the Trustee acts as trustee (the "Revised Servicing Fee"); (ii) that
the MH Servicing Fee be paid as an expense prior to the distribution of any
amounts in respect of certificates issued by each such securitization trust; and
(iii) for a senior security interest in CFC's Manufactured Housing servicing
platform and a junior security interest in CFC's other assets in favor of the
Trustee for the benefit of itself and the corresponding certificateholders (the
"Adequate Protection Lien"), to secure (a) the continued payment of certain of
the Trustee's fees and expenses; (b) the amount, if any, by which the Revised
Servicing Fee exceeds the original servicing fee at the contractual level of
priority during the period of the interim order; and (c) any losses to the
securitization trusts relating to manufactured housing, home equity and home
improvement loans, credit card receivables and recreational vehicle loans
resulting from any misappropriation, misapplication or other diversion of funds
by the servicer. The Bankruptcy Court subsequently extended the interim order on
several occasions pending a final resolution of the issue by all interested
parties.

B.   The Auction and Sale Process For Substantially All Of Our Assets

     Notwithstanding the CFN Asset Purchase Agreement, we elected to conduct an
auction for the sale of our businesses and assets as part of our efforts to seek
transactions that would provide the highest and best value to us and our
creditors. In contemplation thereof, on December 19, 2002, we filed a motion
with the Bankruptcy Court seeking approval of certain sale and bidding
procedures (the "Bidding Procedures"), which procedures were approved (as
modified) by an order of the Bankruptcy Court dated January 8, 2003 (the
"Bidding Procedures Order"). All parties-in-interest, including, inter alia,
creditors and prospective purchasers, were provided with (i) notice of the entry
of the Bidding Procedures Order and the contemplated sale of the CFC Assets and
(ii) the opportunity to participate in the contemplated auction or object to the
proposed sale. In accordance with the Bidding Procedures, all potential bidders
that submitted bids for the purchase of the CFC Assets, by their own terms or
aggregated with other bids, were for more than the purchase price payable under
the CFN Asset Purchase Agreement, plus the amount of the break-up fee, plus $5
million, plus the profit sharing rights relating to the MH Servicing Business.
The Finance Company Debtors commenced the auction on February 28, 2003,
adjourned it to allow for greater time to analyze the seven competing bids, and
thereafter continued it on March 4-5, 2003.

     Prior to and at the auction, with the assistance of our advisers, we
analyzed each of the bids presented at the auction. At the conclusion of the
auction, we determined that CFN's bid of $970 million in cash, plus the
assumption of certain liabilities, represented the highest and best bid. The
terms of the sale included an option for CFC to sell the assets of Mill Creek
Bank to GE for approximately $310 million in cash, plus certain assumed
liabilities, which option, if exercised, would provide CFN with a credit of $270
million to its bid.

                                       3
<PAGE>

     On March 6, 2003, we received an offer from Berkadia Equity Holdings,
L.L.C. ("Berkadia"), which Berkadia asserted was a valid bid in the then
recently concluded auction. Concurrently therewith, Berkadia filed an objection
to the Sale Transactions. The Bankruptcy Court heard and summarily dismissed
this objection on March 7, 2003. After further negotiations taking place between
March 7, 2003, and March 14, 2003, CFN and GE significantly increased the amount
of cash to be paid to us for the CFC Assets, bringing the total value to be
received as part of the Sale Transactions with CFN and GE to approximately $1.3
billion, consisting of approximately $1.1 billion in cash and approximately $200
million in assumed liabilities, subject to certain purchase price adjustments.

     Nonetheless, one significant hurdle remained before a sale order could be
entered approving the Sale Transactions: restructuring the MH Servicing Fee.
Ultimately, however, each of the major constituencies, including the CFC
Committee, the Ad Hoc Securitization Holders' Committee (representing, among
others, the following entities: Teachers Insurance & Annuity Assoc. of America;
Metropolitan Life Insurance Co.; Businessmen's Assurance Co. of America;
Deutsche Asset Management, Inc.; Putnam Investments; and the Northwestern Mutual
Life Insurance Co.), U.S. Bank as securitization trustee for the
securitizations, and Federal National Mortgage Association ("Fannie Mae"), as a
major B-2 certificate holder, agreed to restructure the MH Servicing Business,
entering into a Consent Agreement and agreeing to the entry of a final
settlement order resolving this issue. With this hurdle overcome, on March 14,
2003, the Bankruptcy Court entered final orders approving the terms of the Sale
Transaction. The Finance Company Debtors expect the Sale Transactions, which are
subject to various closing conditions, to close in May 2003.

     One of the closing conditions of the CFN Asset Purchase Agreement requires
that the Finance Company Debtors cause Green Tree Residual Finance Corp. 1 and
Green Tree Finance Corp. 5 to file petitions under chapter 11 at or before the
closing of the CFN Sale Transaction to the extent required to facilitate such a
closing. Similarly, a closing condition of the GE Asset Purchase Agreement
requires that the Finance Company Debtors cause Mill Creek Servicing Corporation
and Conseco Finance Credit Card Corp. to file petitions under chapter 11 at some
time prior to the closing of the GE Sale Transaction to the extent required to
facilitate such a closing (collectively, the "New Filing Entities").
Accordingly, we anticipate that the New Filing Entities will file their chapter
11 petitions in May 2003.

     Moreover, the Solicitation described herein shall encompass not only the
Finance Company Debtors, but also the New Filing Entities.

C.   Plan Overview

     THE FOLLOWING SUMMARIZES CERTAIN KEY INFORMATION CONTAINED ELSEWHERE IN
THIS DISCLOSURE STATEMENT. REFERENCE IS MADE TO, AND THIS SUMMARY IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO, THE MORE DETAILED INFORMATION CONTAINED
ELSEWHERE IN THIS DISCLOSURE STATEMENT AND IN THE PLAN. THE PLAN WILL CONTROL IN
THE EVENT OF ANY INCONSISTENCY BETWEEN THIS SUMMARY AND THE PLAN. FOR A MORE
DETAILED SUMMARY OF THE PLAN, PLEASE SEE SECTION IV OF THIS DISCLOSURE
STATEMENT.

     1.   Purpose -- Liquidating Plan of Reorganization

          The Plan provides for the orderly liquidation of substantially all of
the property of the Finance Company Debtors' Estates, including certain retained
causes of action (the "Retained Causes of Action"). Cash on hand and the Cash
generated from the sale, disposition or collection of property and any recovery
from the Retained Causes of Actions will be used to pay Allowed Claims under the
Plan.

     2.   Substantive Consolidation

          On the Effective Date, each of the Finance Company Debtors' Estates
and the Estates of the New Filing Entities will be substantively consolidated
pursuant to section 105(a) of the Bankruptcy Code. As a result of the
substantive consolidation, on the Effective Date, all property, rights and
claims of the Estates of the Finance Company Debtors

                                       4
<PAGE>

and the New Filing Entities and all Claims against the Estates of the Finance
Company Debtors and the New Filing Entities shall be deemed to be pooled for
purposes of allowance, treatment and distributions under the Plan.

     3.   Creation of a Post-Consummation Estate

          To implement the Plan, on the Effective Date, the Post-Consummation
Estate will be created to hold the Residual Assets, which will comprise Cash,
Retained Causes of Action and property that will be sold or otherwise disposed
of or collected. The Finance Company Debtors and their Estates shall retain no
interest in the property transferred to the Post-Consummation Estate.

     4.   Summary of Projected Distributions to Creditors

          Upon Consummation of the Sale Transactions, and after paying the
Lehman Secured Claims, DIP Claims, and certain Administrative Claims, the
Debtors estimate that there will be approximately $343.5 Million to distribute
to creditors. The Debtors anticipate making distributions according to the
following schedule:

<TABLE>
<CAPTION>

------------------- ---------------------- ------------------------------------------------------- -----------------
  Unclassified                                                                                        Projected
      Claims          Projected Claims                         Plan Treatment                          Recovery
------------------- ---------------------- ------------------------------------------------------- -----------------
------------------- ---------------------- ------------------------------------------------------- -----------------
<S>                 <C>                    <C>                                                           <C>
DIP Claims          Unknown                Pursuant to the Final DIP Order, the CFN Sale Order           100%
                                           and the GE Sale Order, the DIP Facility Claims will
                                           be paid in full in Cash out of the Sale Proceeds on
                                           the earlier of the CFN Closing Date or the GE Closing
                                           Date. To the extent any DIP Facility Claim has not
                                           been fully paid prior to the Effective Date, subject
                                           to the provisions of sections 328, 330(a) and 331 of
                                           the Bankruptcy Code, each Holder of an Allowed DIP
                                           Facility Claim will be paid the full unpaid amount of
                                           such Allowed DIP Facility Claim in Cash on the
                                           Effective Date or as soon thereafter as is
                                           practicable.
------------------- ---------------------- ------------------------------------------------------- -----------------
------------------- ---------------------- ------------------------------------------------------- -----------------
Administrative      Unknown                Subject to the provisions of sections 328, 330(a) and         100%
Claims                                     331 of the Bankruptcy Code, each Holder of an Allowed
                                           Administrative Claim will be paid the full unpaid
                                           amount of such Allowed Administrative Claim in Cash
                                           (a) on the Effective Date or as soon thereafter as is
                                           practicable, (b) if such Administrative Claim is
                                           Allowed after the Effective Date, on the date such
                                           Administrative Claim is Allowed, or as soon
                                           thereafter as is practicable, or (c) upon such other
                                           terms as may be agreed upon by such Holder and the
                                           respective Reorganized Debtor or otherwise upon an
                                           order of the Bankruptcy Court; provided that Allowed
                                           Administrative Claims representing obligations
                                           incurred in the ordinary course of business or
                                           otherwise assumed by the Debtors pursuant to the Plan
                                           will be assumed on the Effective Date and paid or
                                           performed by the respective Reorganized Debtor when
                                           due in accordance with the terms and conditions of
                                           the particular agreements governing such
                                           obligations. The Finance Company Debtors are not
                                           obliged to pay Administrative Claims against any
                                           Holding Company Debtors or Post-Consummation Estate.
------------------- ---------------------- ------------------------------------------------------- -----------------
</TABLE>

                                       5
<PAGE>
<TABLE>
------------------- ---------------------- ------------------------------------------------------- -----------------
  Unclassified                                                                                        Projected
      Claims          Projected Claims                         Plan Treatment                          Recovery
------------------- ---------------------- ------------------------------------------------------- -----------------
------------------- ---------------------- ------------------------------------------------------- -----------------
<S>                 <C>                    <C>                                                           <C>
Priority Tax        Unknown                On the Effective Date or as soon as practicable 100%
                                           thereafter, each Holder of an Allowed Priority Tax
                                           Claim due and payable on or prior to the Effective
                                           Date shall be paid, at the option of the respective
                                           Debtor, (1) Cash in an amount equal to the amount of
                                           such Allowed Priority Tax Claim, or (2) Cash over a
                                           six-year period from the date of assessment as
                                           provided in section 1129(a)(9)(C) of the Bankruptcy
                                           Code, with interest payable at a rate of 4% per annum
                                           or such other rate as may be required by the
                                           Bankruptcy Code. The amount of any Priority Tax
                                           Claim that is not an Allowed Claim or that is not
                                           otherwise due and payable on or prior to the
                                           Effective Date, and the rights of the Holder of such
                                           Claim, if any, to payment in respect thereof shall
                                           (x) be determined in the manner in which the amount
                                           of such Claim and the rights of the Holder of such
                                           Claim would have been resolved or adjudicated if the
                                           Chapter 11 Cases had not been commenced, (y) survive
                                           the Effective Date and Consummation of the Plan as if
                                           the Chapter 11 Cases had not been commenced, and (z)
                                           not be discharged pursuant to section 1141 of the
                                           Bankruptcy Code. The Finance Company Debtors are not
                                           obliged to pay Priority Tax Claims Allowed solely
                                           against any Holding Company Debtors or
                                           Post-Consummation Estate.
------------------- ---------------------- ------------------------------------------------------- -----------------
</TABLE>

<TABLE>
<CAPTION>
------------ ------------- ------------------ ---------------------------------------------------- -----------------
   Class        Claim      Projected Claims                     Plan Treatment                        Projected
                                                                   of Class                            Recovery
------------ ------------- ------------------ ---------------------------------------------------- -----------------
------------ ------------- ------------------ ---------------------------------------------------- -----------------
     <S>     <C>           <C>                <C>                                                        <C>

     1       Other         $1.75 million      The legal, equitable and contractual rights of the        100%
             Priority                         Holders of Allowed Class 1 Claims are unaltered by
             Claims                           the  Plan. Unless otherwise  agreed  to  by  the
                                              Holders of the Allowed Other Priority Claim and the
                                              Finance Company Debtors, each Holder of an Allowed
                                              Class 1A Claim shall receive, in full and final
                                              satisfaction of such Allowed Class 1 Claim, one of
                                              the following treatments, in the sole discretion
                                              of the Finance Company Debtors:

                                              A. Payment of each Allowed Class 1 Claim in full in
                                              Cash on the Effective Date or as soon thereafter
                                              as is practicable; provided that, Class 1 Claims
                                              representing obligations incurred in the ordinary
                                              course of business will be paid in full in Cash when
                                              such Class 1 Claims become due and owing in the
                                              ordinary course of business; or

                                              B. Such Claim will be treated in any other manner
                                              so that such Claim shall otherwise be rendered
                                              Unimpaired pursuant to section 1124 of the Bankruptcy
                                              Code.
------------ ------------- ------------------ ---------------------------------------------------- -----------------
</TABLE>

                                       6
<PAGE>
<TABLE>
<CAPTION>
------------ ------------- ------------------ ---------------------------------------------------- -----------------
   Class        Claim      Projected Claims                     Plan Treatment                        Projected
                                                                   of Class                            Recovery
------------ ------------- ------------------ ---------------------------------------------------- -----------------
------------ ------------- ------------------ ---------------------------------------------------- -----------------
     <S>     <C>           <C>                <C>                                                        <C>
     2       Other         Approximately      The  Plan  will  not   alter  any  of  the   legal,        100%
             Secured       $15 million        equitable and contractual  rights of the Holders of
             Claims                           Class 2 Claims. Unless otherwise agreed to by the
                                              Holder of the Allowed Class 2 Claim and the
                                              Finance Company Debtors, each Holder of an Allowed
                                              Class 2 Claim shall receive, in full and final
                                              satisfaction of such Allowed Class 2 Claim, one of
                                              the following treatments, in the sole discretion
                                              of the Finance Company Debtors:

                                              A. The payment of such Holders' Allowed Class 2
                                              Claim in full in Cash on the Effective Date;

                                              B. The payment to Holders of the sale or disposition
                                              proceeds of the collateral securing each such
                                              Allowed Class 2 Claim to the extent of the value of
                                              the Holder's interest in such property;

                                              C. The surrender to each Holder of all collateral
                                              securing each such Allowed Class 2 Claim without
                                              representation or warranty by or further recourse
                                              against the relevant Finance Company Debtor;
                                              provided that, such surrender must render each such
                                              Allowed Class 2 Claim Unimpaired pursuant to
                                              section 1124 of the Bankruptcy Code; or

                                              D. Treatment in any other manner so as to render
                                              the Allowed Class 2 Claim otherwise Unimpaired
                                              pursuant to section 1124 of the Bankruptcy Code.
------------ ------------- ------------------ ---------------------------------------------------- -----------------
------------ ------------- ------------------ ---------------------------------------------------- -----------------
     3       Lehman        Approximately      Holders of Allowed  Class 3 Claims  shall  receive,        100%
             Secured       $704 Million       in full and final  satisfaction of their respective
             Claims(2)                        Allowed  Class 3 Claims,  the payment of Cash equal
                                              to the amount of each such Allowed Class 3 Claim,
                                              payable on the Effective Date or as soon thereafter
                                              as is practicable.
------------ ------------- ------------------ ---------------------------------------------------- -----------------
------------ ------------- ------------------ ---------------------------------------------------- -----------------
     4       93/94   Note  $93.7 Million      Holders of Allowed  93/94 Note Claims against the        100%
             Claims        Plus Post-         Finance Company Debtors shall receive, in full and
                           Petition Interest, final satisfaction of their Claims against the
                           Fees And           Finance Company Debtors and the Holding Company
                           Expenses To        Debtors, the payment of Cash equal to the amount of
                           The Extent         each such Allowed Class 4 Claim, payable on the
                           Permitted Under    Effective Date or as soon thereafter
                           The Bankruptcy     as is  practicable.
                           Code

------------ ------------- ------------------ ---------------------------------------------------- -----------------
------------ ------------- ------------------ ---------------------------------------------------- -----------------
     5       General       Unknown            Holders of Allowed  Class 5 Claims  shall  receive,      Unknown
             Unsecured                        in full and final  satisfaction  of their  Allowed
             Claims                           Class 5 Claims, their  respective Pro Rata shares
                                              of the Residual Cash Balance.

------------ ------------- ------------------ ---------------------------------------------------- -----------------
<FN>
---------------------
2    As of March 27, 2003.

</FN>
</TABLE>
                                       7
<PAGE>
<TABLE>
<CAPTION>
------------ ------------- ------------------ ---------------------------------------------------- -----------------
   Class        Claim      Projected Claims                     Plan Treatment                        Projected
                                                                   of Class                            Recovery
------------ ------------- ------------------ ---------------------------------------------------- -----------------
------------ ------------- ------------------ ---------------------------------------------------- -----------------
     <S>     <C>           <C>                <C>                                                        <C>

     6       Equity        N/A                                                                            0%
             Interests                        On the  Effective  Date,  Class 6 Equity  Interests
                                              will be cancelled and the Holders
                                              thereof will not receive any
                                              distribution under the Plan
                                              pursuant to such Interests.
------------ ------------- ------------------ ---------------------------------------------------- -----------------
</TABLE>


     THE COURT HAS NOT YET CONFIRMED THE PLAN DESCRIBED IN THIS DISCLOSURE
STATEMENT. IN OTHER WORDS, THE TERMS OF THE PLAN ARE NOT YET BINDING ON ANYONE.
HOWEVER, IF THE BANKRUPTCY COURT LATER CONFIRMS THE PLAN, THEN THE PLAN WILL BE
BINDING ON ALL CLAIM AND EQUITY INTEREST HOLDERS.

     5.   Plan Consummation

          Following Confirmation of the Plan, the Plan will be consummated on
the date selected by the Finance Company Debtors, which will be a Business Day
after the Confirmation Date on which: (a) no stay of the Confirmation Order is
in effect, and (b) all conditions specified in Article X.B of the Plan have been
(x) satisfied or (y) waived pursuant to Article X.C therein. Distributions to be
made under the Plan will be made on or as soon after the Effective Date as
practicable.

     6.   Executory Contracts and Unexpired Leases

          As set forth in the Confirmation Hearing Notice, any executory
contracts or unexpired leases that have not expired by their own terms on, or
prior to, the Effective Date, that the Finance Company Debtors have not assumed
and assigned or rejected with approval of the Bankruptcy Court (whether as part
of the Sale Transactions or otherwise), or that are not the subject of a motion
to assume the same pending as of the Effective Date, shall be deemed rejected by
the Finance Company Debtors on the Effective Date and the entry of the
Confirmation Order shall constitute approval of such rejections pursuant to
sections 365(a) and 1123 of the Bankruptcy Code. Any objections to the proposed
assumption, assumption and assignment or rejection of an alleged executory
contract or unexpired lease or any proof of Claim related thereto must conform
to the procedures described in the Confirmation Hearing Notice. Briefly, any
such objection or proof of Claim must be filed with the Bankruptcy Court and
must be served on the parties described in the Confirmation Hearing Notice so it
is actually received by them by no later than May 27, 2003. Please note,
however, that notwithstanding the Confirmation Hearing Notice, to the extent an
executory contract or unexpired lease was assumed as part of the orders
approving the Sale Transactions, any party that did not file a timely objection
thereto will be barred from any further objection.

D.   Voting and Confirmation

     Each Holder of a Claim or Equity Interest in Classes 3, 4, and 5 will be
entitled to vote either to accept or reject the Plan. Classes 3, 4, and 5 shall
have accepted the Plan if: (i) the Holders of at least two-thirds in dollar
amount of the Allowed Claims actually voting in each such Class have voted to
accept the Plan and (ii) the Holders of more than one-half in number of the
Allowed Claims actually voting in each such Class have voted to accept the Plan.
Assuming the requisite acceptances are obtained, the Debtors intend to seek
confirmation of the Plan at the Confirmation Hearing (as defined in Article
VII.D herein) scheduled to commence on May [__], 2003, before the Bankruptcy
Court. Notwithstanding the foregoing, the Finance Company Debtors will seek
Confirmation of the Plan under section 1129(b) of the Bankruptcy Code with
respect to the Impaired Classes presumed to reject the Plan, and reserve the
right to do so with respect to any other rejecting Class or to modify the Plan
in accordance with Article V of the Plan.

     Article V of this Disclosure Statement specifies the deadlines, procedures
and instructions for voting to accept or reject the Plan and the applicable
standards for tabulating Ballots. The Bankruptcy Court has established April
[__], 2003, (the "Voting Record Date") as the date for determining which Holders
of Claims are eligible to vote on the Plan. Ballots will be mailed to all
registered Holders of Claims as of the Voting Record Date who are entitled to
vote to accept or reject the Plan. An appropriate return envelope will be
included with your Ballot, if necessary. Beneficial Holders of Claims who
receive a return envelope addressed to their bank, brokerage firm or

                                       8
<PAGE>

other nominee, or any agent thereof, (each, a "Nominee") should allow sufficient
time for the Nominee to receive their votes and process them on a Master Ballot
before the Voting Deadline, as defined below.

     The Finance Company Debtors have engaged the Solicitation Agent to assist
in the voting process. The Solicitation Agent will answer questions, provide
additional copies of all materials and oversee the voting tabulation. The
Solicitation Agent will also process and tabulate ballots for each Class
entitled to vote to accept or reject the Plan. The Solicitation Agent is
Bankruptcy Management Corporation, 1330 E. Franklin Avenue, El Segundo, CA
90245, (888) 909-0100 (toll free).

     TO BE COUNTED, THE SOLICITATION AGENT MUST RECEIVE YOUR BALLOT (OR MASTER
BALLOT OF YOUR NOMINEE HOLDER) INDICATING ACCEPTANCE OR REJECTION OF THE PLAN NO
LATER THAN 9:00 A.M., CENTRAL TIME, ON MAY [__], 2003 (THE "VOTING DEADLINE"),
UNLESS THE BANKRUPTCY COURT EXTENDS OR WAIVES THE PERIOD DURING WHICH VOTES WILL
BE ACCEPTED BY THE FINANCE COMPANY DEBTORS, IN WHICH CASE THE TERM "VOTING
DEADLINE" FOR SUCH SOLICITATION SHALL MEAN THE LAST TIME AND DATE TO WHICH SUCH
SOLICITATION IS EXTENDED. ANY EXECUTED BALLOT OR COMBINATION OF BALLOTS
REPRESENTING CLAIMS IN THE SAME CLASS OR SUBCLASS HELD BY THE SAME HOLDER THAT
DOES NOT INDICATE EITHER AN ACCEPTANCE OR REJECTION OF THE PLAN OR THAT
INDICATES BOTH AN ACCEPTANCE AND REJECTION OF THE PLAN SHALL BE DEEMED TO
CONSTITUTE AN ACCEPTANCE OF THE PLAN. ANY BALLOT RECEIVED AFTER THE VOTING
DEADLINE MAY NOT BE COUNTED IN THE DISCRETION OF THE FINANCE COMPANY DEBTORS.

     THE FINANCE COMPANY DEBTORS BELIEVE THAT THE PLAN IS IN THE BEST INTEREST
OF ALL OF THEIR CREDITORS AS A WHOLE. THE FINANCE COMPANY DEBTORS THEREFORE
RECOMMEND THAT ALL HOLDERS OF CLAIMS SUBMIT BALLOTS TO ACCEPT THE PLAN.

     1.   Time and Place of the Confirmation Hearing

          The hearing where the Bankruptcy Court will determine whether to
confirm the Plan will take place on May [__], 2003, at _:__ _.m., C.S.T., in the
United States Bankruptcy Court, 219 S. Dearborn St., Chicago, Illinois, 60604,
before the Honorable Carol A. Doyle, United States Bankruptcy Judge.

     2.   Deadline for Voting For or Against the Plan

          If you are entitled to vote, it is in your best interest to vote
timely on the enclosed ballot (the "Ballot") and return the Ballot in the
enclosed envelope to the Balloting Agent, who is Bankruptcy Management
Corporation, 1330 E. Franklin Avenue, El Segundo, California 90245, (888)
909-0100 (toll free).

          Your vote must be received prior to the Voting Deadline, which is 9:00
p.m. C.S.T. on May [__], 2003, or it will not be counted. At the Finance Company
Debtors' request, the Bankruptcy Court has established certain procedures for
the solicitation and tabulation of votes on the Plan. They are described in the
Order entitled "Order (A) Approving The Finance Company Debtors' Disclosure
Statement; (B) Scheduling A Hearing To Confirm The Plan; (C) Establishing A
Deadline For Objecting To The Finance Company Debtors' Plan; (E) Approving Form
Of Ballots, Master Ballot, Voting Deadline And Solicitation Procedures; And (E)
Approving Form And Manner Of Notices" (the "Solicitation Order") and the "Notice
Of (I) Entry Of Order Approving Disclosure Statement; (II) Hearing To Confirm
Plan Of Reorganization And (III) Related Important Dates" (the "Confirmation
Hearing Notice") that accompany this Disclosures Statement.

     3.   Deadline for Objecting to the Confirmation of the Plan

          Objections to Plan confirmation must be filed with the Bankruptcy
Court and served upon the following so that they are actually received , on or
before [__] p.m. C.S.T. on May [__], 2003.

                                       9
<PAGE>
<TABLE>
<S>    <C>                                                   <C>
Counsel to the Finance Company Debtors                       Finance Company Debtors' Solicitation Agent
--------------------------------------                       -------------------------------------------
Kirkland & Ellis                                             Bankruptcy Management Corporation
200 East Randolph Drive                                      1330 E. Franklin Avenue
Chicago, Illinois 60601                                      El Segundo, CA 90245
Attn:  Anne Marrs Huber, Esq.                                Attn: Finance Company Debtors' Solicitation Agent
       Anup Sathy, Esq.
       Roger J. Higgins, Esq.



United States Trustee                                        Counsel to the Official Committee of the Finance
---------------------                                        Company Debtors
Office of the United States Trustee (Region 11)              ---------------
227 West Monroe Street, Suite 3350                           Greenberg Traurig, P.C.
Chicago, Illinois 60606                                      77 West Wacker Drive, Suite 2500
Attn: Ira Bodenstein, Esq.                                   Chicago, Illinois 60601
                                                             Attn: Keith J. Shapiro, Esq.

Counsel for the Official Committee of the Reorganizing       Counsel to the Official Committee of the Trust
Debtors                                                      Preferred Securities
-------                                                      --------------------
Fried Frank Harris Shriver & Jacobson                        Saul Ewing LLP
One New York Plaza                                           222 Delaware Avenue, Suite 1200
New York, New York 10004                                     Wilmington, Delaware 19801
Attn: Brad Eric Scheler, Esq.                                Attn: Donald J. Detweiler, Esq.

Mayer, Brown, Rowe & Maw                                     Jenner & Block, LLC
190 South LaSalle Street                                     One IBM Plaza
Chicago, Illinois 60603-3441                                 Chicago, Illinois 60611
Attn: Thomas Kiriakos, Esq.                                  Attn: Catherine L. Steege, Esq.

</TABLE>


E.   Risk Factors

     Prior to deciding whether and how to vote on the Plan, each Holder of a
Claim should consider carefully all of the information in this Disclosure
Statement, and should particularly consider the Risk Factors described in
Article VI hereof.

F.   Identity of Persons to Contact for More Information

     Any interested party desiring further information about the Plan should
contact: Counsel for the Finance Company Debtors: Roger Higgins, Esq., Kirkland
& Ellis, 200 East Randolph Street, Chicago, Illinois 60601, via e-mail at
consecoinfo@kirkland.com.

G.   Recommendation

     The Finance Company Debtors believe that the Plan provides the best and
most feasible recovery for Holders of Allowed Claims against or Equity Interests
in the Finance Company Debtors and that accepting the Plan is in the best
interests of the Holders of Allowed Claims against, or Equity Interests in, the
Finance Company Debtors. The Finance Company Debtors therefore recommend that
you vote to accept the Plan.

H.   Disclaimer

     In formulating the Plan, the Finance Company Debtors relied on financial
data derived from our books and records. We therefore represent that everything
stated in the Disclosure Statement is true to the best of our knowledge. We
nonetheless cannot, and do not, confirm the current accuracy of all statements
appearing in this Disclosure Statement. Moreover, the Bankruptcy Court has not
yet determined whether the Plan is confirmable and therefore does not recommend
whether you should accept or reject the Plan.

                                       10
<PAGE>


     The discussion in the Disclosure Statement regarding the Finance Company
Debtors may contain "forward looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. Such statements consist of any
statement other than a recitation of historical fact and can be identified by
the use of forward-looking terminology such as "may," "expect," "anticipate,"
"estimate" or "continue" or the negative thereof or other variations thereon or
comparable terminology. The reader is cautioned that all forward looking
statements are necessarily speculative and there are certain risks and
uncertainties that could cause actual events or results to differ materially
from those referred to in such forward looking statements. The liquidation
analyses, distribution projections, and other information are estimates only,
and the timing and amount of actual distributions to creditors may be affected
by many factors that cannot be predicted. Therefore, any analyses, estimates or
recovery projections may or may not turn out to be accurate.

     NOTHING CONTAINED IN THIS DISCLOSURE STATEMENT IS, OR SHALL BE DEEMED TO
BE, AN ADMISSION OR STATEMENT AGAINST INTEREST BY THE FINANCE COMPANY DEBTORS
FOR PURPOSES OF ANY PENDING OR FUTURE LITIGATION MATTER OR PROCEEDING.

     ALTHOUGH THE ATTORNEYS, ACCOUNTANTS, ADVISORS AND OTHER PROFESSIONALS
EMPLOYED BY THE FINANCE COMPANY DEBTORS HAVE ASSISTED IN PREPARING THIS
DISCLOSURE STATEMENT BASED UPON FACTUAL INFORMATION AND ASSUMPTIONS RESPECTING
FINANCIAL, BUSINESS, AND ACCOUNTING DATA FOUND IN THE BOOKS AND RECORDS OF THE
FINANCE COMPANY DEBTORS, THEY HAVE NOT INDEPENDENTLY VERIFIED SUCH INFORMATION
AND MAKE NO REPRESENTATIONS AS TO THE ACCURACY THEREOF. THE ATTORNEYS,
ACCOUNTANTS, ADVISORS AND OTHER PROFESSIONALS EMPLOYED BY THE FINANCE COMPANY
DEBTORS SHALL HAVE NO LIABILITY FOR THE INFORMATION IN THE DISCLOSURE STATEMENT.

     THE FINANCE COMPANY DEBTORS AND THEIR PROFESSIONALS ALSO HAVE MADE A
DILIGENT EFFORT TO IDENTIFY IN THIS DISCLOSURE STATEMENT PENDING LITIGATION
CLAIMS AND PROJECTED OBJECTIONS TO CLAIMS. HOWEVER, NO RELIANCE SHOULD BE PLACED
ON THE FACT THAT A PARTICULAR LITIGATION CLAIM OR PROJECTED OBJECTION TO CLAIM
IS, OR IS NOT, IDENTIFIED IN THE DISCLOSURE STATEMENT. THE FINANCE COMPANY
DEBTORS, THE CREDITORS' COMMITTEE, THE POST-CONSUMMATION ESTATE OR OTHER PARTIES
IN INTEREST MAY SEEK TO INVESTIGATE, FILE AND PROSECUTE LITIGATION CLAIMS AND
PROJECTED OBJECTIONS TO CLAIMS AFTER THE CONFIRMATION OR EFFECTIVE DATE OF THE
PLAN IRRESPECTIVE OF WHETHER THE DISCLOSURE STATEMENT IDENTIFIES ANY SUCH CLAIMS
OR OBJECTIONS TO CLAIMS.

                                      II.

                               GENERAL INFORMATION

A.   DESCRIPTION OF THE FINANCE COMPANY DEBTORS' BUSINESSES

     1.   Finance Company Debtors' Corporate Structure

          CFC is a Delaware corporation that functions as an operating parent
company for our finance business. CFSC is an intermediate operating parent
company for our finance business. The CFC Subsidiary Debtors are all direct or
indirect subsidiaries of CFC, and to the extent that the CFC Subsidiary Debtors
conduct any operations, such operations are integrally tied to those of the CFC
and CFSC.

          Of the New Filing Entities, Green Tree Residual Finance Corp. I and
Green Tree Finance Corp. - Five are special purpose securitization entities that
hold approximately 80% of the Finance Company Debtors' assets. Both are direct
subsidiaries of CFC. Mill Creek Servicing Corporation is a subsidiary to Mill
Creek Bank Inc. ("Mill Creek Bank," formerly known as Conseco Bank, Inc.), which
is a direct subsidiary of CFC. Finally, Conseco Finance Credit Card Corp. is a
special-purpose securitization entity created in connection with the
securitization of certain private label credit card receivables.

                                       11
<PAGE>


          CNC is the top tier holding company for our finance business as well
as for the insurance business operated by the Reorganizing Debtors'. The finance
business is operated through CFC and its subsidiaries. The insurance business is
operated by the Holding Company Reorganizing Debtors, and is not subject to this
disclosure statement or the Plan. An organizational chart of CNC and its
subsidiaries, including the Finance Company Debtors, as of the Petition Date is
attached hereto as Exhibit B.

     2.   The Finance Company Debtors' Businesses

          We provide a variety of finance products, including manufactured
housing and floor plan loans, mortgage services products, including home
improvement loans and home equity mortgages, consumer product loans and private
label credit cards. In conjunction therewith, several of our subsidiaries also
broker a range of insurance policies, such as homeowners insurance policies,
life and disability insurance policies, mortgage insurance, and extended
warranty products (the "Insurance Products") for sale to customers. As of
September 30, 2002, we managed receivables of approximately $38.2 billion.

          We historically have provided financing for consumers purchasing
manufactured housing. To promote the MH contract business, we also provided to
manufactured housing dealers floor plan financing their MH inventory. A
manufactured home is a structure, transportable in one or more sections,
designed to be a dwelling with or without a permanent foundation. During 2001,
we originated approximately $2.5 billion of MH Contracts, or 22% of our total
finance company originations, and approximately $2.1 billion of floor plan
loans. As of September 30, 2002, our managed receivables included approximately
$23.9 billion of MH Contracts, or 63% of our total managed receivables, and
approximately $200 million of floor plan loans. On November 25, 2002, we
discontinued originating MH Contracts because certain funding constraints were
imposed on us. Moreover, originating MH Contracts has steadily become
increasingly unprofitable under the prevailing market conditions.

          Our mortgage loan products also include home equity and home
improvement loans. During 2001, we originated approximately $3.0 billion of
contracts for these products, or 27% of our total originations. At September 30,
2002, our managed receivables included approximately $10.0 billion of home
equity and home improvement loan contracts, or 26% of our total managed
receivables. During 2001, we originated approximately $3.6 billion of private
label credit card receivables, primarily through our bank subsidiaries, or 32%
of our total originations. As of September 30, 2002, our managed receivables
included approximately $2.9 billion of contracts for credit card loans, or 7% of
our total managed receivables. We offer private label credit card programs
through our Mill Creek Bank to select retailers with a core focus on the home
improvement industry. We also offer consumer finance products through 90 home
equity offices, approximately 1,280 home improvement dealers and approximately
3,700 private label retail outlets.

          The insurance agencies broker a range of insurance policies for sale
to customers in connection with loans made in the Finance Company Debtors'
Manufactured Housing, Home Equity/Home Improvement, Consumer Finance and other
divisions. Various third party insurance companies (the "Insurance Companies")
who have no affiliation with the Finance Company Debtors or the Holding Company
Reorganized Debtors provide the Insurance Products. To be clear, however, none
of the Finance Company Debtors are insurance companies nor are they in any way
related to the business of the Holding Company Reorganizing Debtors' insurance
company subsidiaries. Rather, the insurance rely upon the specialized insurance
products that the Insurance Companies offer in order to provide our customers
with a broad range of insurance options in connection with the loans that our
affiliates originate.

     3.   Government Regulation

          Our finance operations are subject to regulation by certain federal
and state regulatory authorities. Indeed, finance subsidiaries licensed under
applicable state law originate or purchase a substantial portion of our consumer
loans and assigned sales contracts. These licensed entities are subject to
examination by, and the reporting requirements of, the state administrative
agencies issuing these licenses. Moreover, our finance subsidiaries are also
subject to state laws and regulations, which in certain states: (i) limit the
amount, duration and charges for such loans and contracts; (ii) require
disclosure of certain loan terms and regulate the content of documentation;
(iii) place limitations on collection practices; and (iv) govern creditor
remedies. The licenses are renewable and may be subject to revocation by the
respective issuing authority for violating that state's laws and

                                       12
<PAGE>

regulations. Some states have adopted, or are considering adopting, consumer
protection laws or regulations that impose requirements or restrictions on
lenders who make certain types of loans secured by residential real estate.

          Mill Creek Bank and Green Tree Retail Services Bank, Inc. ("Retail
Bank"), both non-debtor subsidiaries of CFC, are also highly regulated. The
Federal Deposit Insurance Corporation regulates and subjects to examination both
Mill Creek Bank and Retail Bank. Additionally, the Utah Department of Financial
Institutions regulates and examines Mill Creek Bank, and the South Dakota
Department of Banking supervises and examines Retail Bank. Nonetheless, CFC is
not, however, regulated by the Federal Reserve Board as a bank holding company.
Mill Creek Bank is authorized to engage generally in the banking business and
may accept all types of deposits, other than demand deposits. Retail Bank is
limited by its charter to engage in the credit card lending business and may
issue only certificates of deposit in denominations of $100,000 or greater. Mill
Creek Bank and Retail Bank are thus generally subject to regulations relating to
lending activities, capital adequacy, leverage, loans loss reserves, deposits,
consumer protection, community reinvestment, payment of dividends and
transactions with affiliates.

          A number of states have usury and other consumer protection laws that
may limit the amount of interest and other charges and fees charged on loans
originated in any such state. Generally, the Federal Depository Institutions
Deregulation and Monetary Control Act of 1980 ("DIDA"), which regulates the rate
of interest, discount points and finance charges with respect to first lien
residential loans, including manufactured home loans and real estate secured
mortgage loans, has preempted these kinds of state laws. But, as permitted under
DIDA, a number of states enacted legislation timely opting out of coverage of
either or both of the interest rate and/or finance charge provisions of DIDA.
States may no longer opt out of the interest rate provisions of DIDA, but could
in the future opt out of its finance charge provisions. To be eligible for
federal preemption for manufactured home loans, our licensed finance companies
must provide certain consumer protection.

          Our finance operations are also subject to regulation under other
applicable federal laws and regulations, the more significant of which include:
the Truth in Lending Act, the Equal Credit Opportunity Act, the Fair Credit
Reporting Act, the Real Estate Settlement and Procedures Act, the Home Mortgage
Disclosure Act, the Home Owner Equity Protection Act, the privacy provisions of
the Gramm-Leach-Wiley Act, and certain rules and regulations of the Federal
Trade Commission.

          Our commercial lending operations are not subject to material
regulation in most states, although some states do require licensing. In
addition, certain provisions of the Equal Credit Opportunity Act apply to
commercial loans to small businesses.

          We have internal controls designed to manage the regulatory and legal
risks associated with our various finance activities. There is, however, a risk
that one or more employees may circumvent these controls, as has occurred at
other financial institutions.

     4.   Competition

          The financial services market is highly competitive, and our highly
leveraged position has materially and adversely impacted our ability to compete
in these markets. The financial services industry comprises a large number of
companies, some of which are larger and have greater capital, technological and
marketing resources, access to capital and other sources of liquidity at a lower
cost, as well as broader and more diversified product lines and larger staffs
than we do. Moreover, CFC and its subsidiaries must also compete with their
competitors to attract and retain the allegiance of dealers, vendors,
contractors, manufacturers, retailers and agents.

          Conseco's leveraged condition and liquidity difficulties also have
severely impacted the operations of our finance businesses. For a more complete
discussion of the effect of our leveraged condition and liquidity difficulties,
see Article II.E.3, "Events Leading to the Chapter 11 Cases - Prepetition
Decline of Finance Company Debtors' Businesses, Strategic Alternatives
Considered."

                                       13
<PAGE>


     5.   Employees

          At December 31, 2002, the Finance Company Debtors and their non-debtor
subsidiaries had approximately 5,800 employees, including: (i) 5,400 employees
supporting finance operations; and (ii) 400 employees supporting the holding
company and shared services. None of our employees is covered by a collective
bargaining agreement.

          For additional information about the Debtors' business operations,
refer to the Debtors' Annual Report on Form 10-K for the fiscal year ended
December 31, 2001, and the Quarterly Report on Form 10-Q for the quarter ended
September 30, 2002. Additional information regarding the Debtors will be
included in their Annual Report on Form 10-K for the year ended December 31,
2002, scheduled to be filed on or about April 15, 2003. These filings are, or
will be, available by visiting the SEC's website at www.sec.gov or the Holding
Company Reorganizing Debtors' website at www.conseco.com.

B.   EXISTING CAPITAL STRUCTURE OF THE FINANCE COMPANY DEBTORS

     1.   Ownership of CFC; CNC Debt Structure

          As previously discussed in Article II.A.1, CNC is the top-tier holding
company for CFC and its finance subsidiaries. CNC is a publicly owned, highly
leveraged entity. A summary of its equity and debt obligations follows:

          (a)  Bank Debt

          CNC has a $1.5 billion credit facility (the "Senior Credit Facility")
with Bank of America, N.A., as administrative agent, and various other lending
institutions. The Senior Credit Facility was scheduled to mature on December 31,
2003, and is currently fully drawn. Approximately $38 million of accrued and
unpaid interest was added to the outstanding principal amount of the Senior
Credit Facility pursuant to a waiver dated September 8, 2002. In addition, as of
the Petition Date, there was an aggregate of approximately $6.1 million of
unpaid interest on the Senior Credit Facility.

          (b)  Guarantee of D&O Credit Facilities

          Beginning in 1996, certain officers and directors of Conseco borrowed
money to purchase common stock of CNC under credit facilities provided by Bank
of America, N.A., JP Morgan Chase Bank and various other lending institutions
(individually, a "D&O Credit Facility," and collectively, the "D&O Credit
Facilities"). Until the fall of 2000, there were three D&O Credit Facilities:
the $245 million D&O Credit Facility entered into in 1997 (which included the
original purchasers in 1996 plus new purchasers in 1997); the $181 million D&O
Credit Facility entered into in 1998; and the $144 million D&O Credit Facility
entered into in 1999, which is partially secured. The aggregate amount of the
D&O Credit Facilities guaranteed by the Debtors as of the Petition Date was
approximately $481.3 million. In addition, as of the Petition Date, CNC owed
approximately $4.0 million of waiver consideration and approximately $9.6
million in interest with respect to the D&O Credit Facilities.

          In May 2000, the 1999 D&O Credit Facility was refinanced to add
additional collateral in the form of pledges of stock of CIHC, CFC and Conseco
Capital Management, Inc. ("CCM") and certain intercompany notes. In the fall of
2000, most of the borrowers refinanced the existing facilities to extend the
maturity date of the obligations to December 31, 2003 (the scheduled maturity
date of the Senior Credit Facility). Certain of the officers and directors who
are borrowers under the 1998 D&O Credit Facility chose not to refinance (by not
signing the agreement), thereby creating, in effect, an additional tranche,
which is referred to as the 1998 non-refinanced facility.

          Individual obligors under the D&O Credit Facilities owe amounts to:
(i) the lenders who are party to the D&O Credit Facilities for the principal
amounts borrowed (less any principal repayments); (ii) CNC for the payment of
approximately $55.5 million made in September 2002 from cash collateral
previously pledged by CNC to such lenders (such amounts correspondingly reduced
certain individual obligors' amounts owed to lenders under

                                       14
<PAGE>

(i) above); and (iii) Conseco Services, LLC, an affiliate of CNC ("Conseco
Services"), for interest and other fee payments made to the lenders who are
party to the D&O Credit Facilities on behalf of the individual obligors.

          (c)  The 93/94 Notes

          In 1993, CNC issued $200,000,000 of 8.125% senior notes due February
15, 2003 (the "93 Notes"). In 1994, CCP Insurance, Inc. ("CCP") issued
$200,000,000 of 10.5% senior notes due December 15, 2004 (the "94 Notes"). CNC
acquired CCP by merger on August 31, 1995, and assumed CCP's obligations under
the 94 Notes in connection with the merger.

          We sometimes refer to the 93 Notes and the 94 Notes collectively as
the "93/94 Notes." The 93/94 Notes are secured by the stock of CIHC, CCM, CFC
and certain of their subsidiaries and certain intercompany notes. If certain
assets sold in the Sale Transactions have been pledged to the holders of the
93/94 Notes, and if the proceeds of these pledged assets are used to pay the
93/94 Notes, then CFC may assert, by subrogation, the rights of such Holders
against the Holding Company Reorganizing Debtors. As of the Petition Date, the
aggregate outstanding principal amount of the 93/94 Notes was approximately $88
million and there was an aggregate amount of $5.7 million of unpaid interest on
the 93/94 Notes.

          CNC has pledged the collateral securing the 93/94 Notes pursuant to an
"equal and ratable" clause in the indentures governing the 93/94 Notes. The
93/94 Notes indentures provide that, if another creditor obtains a security
interest in certain property of CNC or any of its significant subsidiaries, then
the 93/94 Notes will automatically obtain an "equal and ratable" security
interest in such property. Certain parties, including the CFC Committee (as
defined herein), have alleged that the legal mechanism by which the 93/94 Notes
obtained a security interest somehow impairs that security interest. These
parties allege that, because the holders of the 93/94 Notes did not provide
consideration for the security interest that they received simply because
another party received that security interest, the 93/94 Notes' security
interest may be voided under theories, including, but not limited to, unjust
enrichment, fraudulent conveyance or a lack of consideration. Wilmington Trust
Company, the indenture trustee under the 93/94 Notes, maintains that any and all
claims with respect to the avoidability of the 93/94 Notes, including the claims
of the CFC Committee, are without merit.

          (d)  The Original Notes

          Between 1998 and 2001, CNC issued the following series of senior
notes: (i) $450,000,000 of 8.5% senior notes due October 15, 2002 (the "8.5%
Original Notes"); (ii) $250,000,000 of 6.4% senior notes due February 10, 2003
(the "6.4% Original Notes"); (iii) $800,000,000 of 8.75% senior notes due
February 9, 2004 (the "8.75% Original Notes"); (iv) $250,000,000 of 6.8% senior
notes due June 15, 2005 (the "6.8% Original Notes"); (v) $550,000,000 of 9.0%
senior notes due October 15, 2006 (the "9.0% Original Notes"); and (vi)
$400,000,000 of 10.75% senior notes due June 15, 2008 (the "10.75% Original
Notes").

          We sometimes refer to the foregoing series of senior notes
collectively as the "Original Notes." As of the Petition Date, the aggregate
outstanding principal amount of the Original Notes was approximately $1.17
billion, and there was an aggregate of approximately $72.2 million of unpaid
interest on the Original Notes.

          (e)  The Exchange Notes

          In connection with an exchange offer completed in April 2002, CNC
issued: (i) $991,000 of 8.5% senior notes due October 15, 2003, in exchange for
an equal amount of 8.5% Original Notes due October 15, 2002 (the "8.5% Exchange
Notes"); (ii) $14,936,000 of 6.4% senior notes due February 10, 2004 in exchange
for an equal amount of 6.4% Original Notes due February 10, 2003 (the "6.4%
Exchange Notes"); (iii) $364,294,000 of 8.75% senior notes due August 9, 2006 in
exchange for an equal amount of 8.75% Original Notes due February 9, 2004 (the
"8.75% Exchange Notes"); (iv) $150,783,000 of 6.8% senior notes due June 15,
2007 in exchange for an equal amount of 6.8% Original Notes due June 15, 2005
(the "6.8% Exchange Notes"); (v) $399,200,000 of 9.0% senior notes due April 15,
2008 in exchange for an equal amount of 9.0% Original Notes due October 15, 2006
(the "9.0% Exchange Notes"); and (vi) $362,433,000 of 10.75% senior notes due
June 15, 2009, in exchange for an equal amount of 10.75% Original Notes due June
15, 2008 (the "10.75% Exchange Notes").

                                       15
<PAGE>


          We sometimes refer to the foregoing series of senior notes
collectively as the "Exchange Notes." CIHC guarantees the Exchange Notes, which
are otherwise identical to the corresponding series of Original Notes in all
material respects but for their respective maturity dates and the fact of the
CIHC guarantee. As of the Petition Date, the aggregate outstanding principal
amount of the Exchange Notes was approximately $1.29 billion, and the amount of
unpaid interest on the Exchange Notes was approximately $78.3 million.

          (f)  Trust Preferred Securities and Subordinated Debentures

          The subsidiary trusts of CNC have issued the following securities:
9.16% Trust Originated Preferred Securities (the "9.16% TOPrS"); 8.70% Trust
Pass-Through Securities (the "8.70% TRuPS"); 8.796% Capital Securities (the
"8.796% Capital Securities"); 6.75% Trust Originated Preferred Securities (the
"6.75% TOPrS"); 8.70% Trust Originated Preferred Securities (the "8.70% TOPrS");
9% Trust Originated Preferred Securities (the "9% TOPrS"); and 9.44% Trust
Originated Preferred Securities (the "9.44% TOPrS"). We sometimes refer to the
9.16% TOPrS, 8.70% TRuPS, 8.796% Capital Securities, 6.75% TOPrS, 8.70% TOPrS,
9.00% TOPrS and 9.44% TOPrS collectively as the "Trust Preferred Securities."

          Each trust used the proceeds from the issuance of the Trust Preferred
Securities to purchase subordinated debentures from CNC (the "Subordinated
Debentures"). The interest rate and other terms of each series of Trust
Preferred Securities mirrors the terms of the applicable underlying Subordinated
Debentures issued by CNC. The holders of the Trust Preferred Securities are
entitled to preferred dividend payments from the trust, payable from the
interest payments received from CNC on the underlying Subordinated Debentures.
CNC provides a guarantee to the holders of the Trust Preferred Securities of the
amounts due on such Trust Preferred Securities, but only to the extent that the
trust has received interest payments on the Subordinated Debentures. As of the
Petition Date, the aggregate outstanding principal amount of the Subordinated
Debentures was approximately $1.93 billion, and the aggregate amount of unpaid
interest on the Subordinated Debentures was approximately $89.1 million.

          (g)  Preferred Stock and Common Stock

          CNC has two outstanding series of preferred stock, Series E Preferred
Stock and Series F Common-Linked Convertible Preferred Stock, and has committed
to authorize a third series of preferred stock, Series G Preferred Stock. As of
December 31, 2002, there were: (i) 90,000 shares of Series E Preferred Stock,
$10,000 stated value per share, issued and outstanding (the "Series E Preferred
Stock"), all of which is held by Bankers National Life Insurance Company, an
indirect subsidiary of CNC; (ii) 2,855,502 shares of Series F Common-Linked
Convertible Preferred Stock, $192.50 stated value per share, issued and
outstanding (the "Series F Preferred Stock"), substantially all of which is held
by Thomas H. Lee Equity Fund IV, L.P. and its affiliated investors; and (iii) no
shares of Series G Preferred Stock issued and outstanding (the "Series G
Preferred Stock").

          As of December 31, 2002, CNC had 346.0 million shares of common stock,
no par value, issued and outstanding. The common stock (and all other listed
securities of CNC) was delisted from the NYSE effective September 25, 2002.

     2.   Overview of Finance Company Debtors' Debt Structure

          The Finance Company Debtors and their non-debtor subsidiaries
historically generated the Cash they needed to finance the loans they originated
through a variety of means, including warehouse lines provided by third-party
lenders, the sale of loans in pools to third party buyers, and the sale of loans
to special purpose entities that directly or indirectly sell securities to
investors that are backed by cash flows generated by the loans
("securitizations").

          A summary of the Finance Company Debtors' primary debt obligations are
discussed below, including: (i) obligations under various credit facilities;
(ii) guarantees of certain bonds issued under securitizations; (iii)
intercompany obligations; (iv) dividends on preferred stock; and (v) obligations
under various debtor-in-possession financing facilities.

                                       16
<PAGE>

     3.   Prepetition Credit Facilities

          The Warehouse Facilities. In the past, the Finance Company Debtors
relied on certain warehouse facilities to fund new loan originations. The
warehouse facilities are repurchase facilities under which loans originated by
CFC and its subsidiaries were sold to the lenders with an agreement by the
seller to repurchase those loans at a later date, at a higher price, with the
price differential reflecting the cost of financing. As of December 13, 2002,
the Finance Company Debtors were obligated under the following:

          (a) Lehman Warehouse Facility: Green Tree Finance Corp.-Five ("GTFC"),
     a non-debtor subsidiary, entered into the current version of this $1.2
     billion facility with Lehman Commercial Paper Inc. ("LCPI") in January 2002
     (the "Lehman Warehouse Facility"). As of March 27, 2003, approximately $200
     million was outstanding under the facility and, immediately prior to the
     Petition Date, the committed amount of the facility was $700 million. CFC
     is a guarantor and its parent, CIHC, Incorporated ("CIHC") is a partial
     guarantor under this facility.

          (b) CSFB Warehouse Facility: CFC entered into this facility with
     Credit Suisse First Boston Mortgage Capital LLC ("CSFB") in March 1999. The
     original facility limit was $500 million on an uncommitted basis. CSFB has
     stopped providing new funding through this facility. The amount outstanding
     under this facility is approximately $8.5 million.

          The Lehman Residual Facility. Green Tree Residual Finance Corp. I.
("GTRFC"), a non-debtor subsidiary, entered into this $600 million repurchase
facility with Lehman Brothers Inc. ("Lehman Brothers") in 1998 (the "Lehman
Residual Facility"). CFC is a guarantor and CIHC is a partial guarantor under
the Lehman Residual Facility, under which, as of December 13, 2002,
approximately $534.9 million was outstanding. Lehman Brothers and LCPI
(collectively, "Lehman"), who are both parties to this facility, assert that
there is a collateral deficit and, therefore, no additional availability under
this facility based on their valuation of the collateral. To address the
asserted deficit, Lehman has retained a portion of the cash flows generated by
the collateral assets, thereby depriving the Finance Company Debtors of a
sizable portion of working capital. As a result of CFC's prepetition defaults
and the agreements entered into with Lehman on December 20, 2002, (as discussed
below) CFC may not draw funds from the Residual Facility.

          The U.S. Bank Swingline Facility. CFC entered into a swingline and
cash management facility with U.S. Bank in December 2000 (the "U.S. Bank
Swingline"). This facility was secured by a lien on the stock of CFC's
non-debtor bank subsidiaries, stock in Rice Park Properties Corp., a CFC
subsidiary Debtor that owns CFC's office building headquarters, and a mortgage
on that property. As of December 13, 2002, CFC had drawn $60 million under the
U.S. Bank Swingline. Subsequently, as part of the Finance Company Debtors'
efforts to obtain post-petition debtor-in-possession financing, the U.S. Bank
Swingline Facility was "rolled into" the Secured Super-Priority
Debtor-in-Possession Credit Agreement dated December 19, 2002, (the "FPS DIP")
between CFC, certain of its subsidiaries, CIHC, certain lenders parties thereto
from time to time and FPS DIP LLC, an affiliate of Fortress Investment Group LLC
("Fortress"), J.C. Flowers & Co. LLC. ("Flowers") and Cerberus Capital
Management, L.P. ("Cerberus"). In other words, the U.S. Bank Facility was
paid-off with the approval of the Bankruptcy Court with a portion of the
proceeds of the FPS DIP.

          The Finance Company Debtors' obligations under the above-described
credit facilities (collectively, the "Credit Facilities"), as of March 27, 2003,
are as follows:


                                       17
<PAGE>
<TABLE>
<CAPTION>
------------------------------ ----------------- ------------------ ----------------------- ------------------------
                                                                    Amount Outstanding as
                                                                          of 3/27/03
        Facility Name               Lender           Borrower             (million)                Guarantor
------------------------------ ----------------- ------------------ ----------------------- ------------------------
------------------------------ ----------------- ------------------ ----------------------- ------------------------
<S>                            <C>                    <C>                <C>                <C>
Lehman Warehouse Facility      LCPI                   GTFC               $200,281,924       CFC; CIHC (partial)(3)
------------------------------ ----------------- ------------------ ----------------------- ------------------------
------------------------------ ----------------- ------------------ ----------------------- ------------------------

US Bank Swingline Facility     US Bank                CFC                   N/A             N/A
------------------------------ ----------------- ------------------ ----------------------- ------------------------
------------------------------ ----------------- ------------------ ----------------------- ------------------------

                                                                                            CFC   (limited  as  set
                                                                                            forth  in the  relevant
Lehman Residual Facility                                                                    guarantee   agreement);
                               Lehman Brothers        GTRFC              $503,619,051       CIHC (partial)
------------------------------ ----------------- ------------------ ----------------------- ------------------------
------------------------------ ----------------- ------------------ ----------------------- ------------------------

CSFB Warehouse Facility        CSFB                   CFC                    $0.5           None
------------------------------ ----------------- ------------------ ----------------------- ------------------------
</TABLE>

          Certain of the aforementioned facilities contain reciprocal
cross-default provisions. Additionally, certain of those facilities contain
cross-default provisions to CNC and CIHC debt obligations. Prior to the Petition
Date, CFC obtained waivers and forbearance of defaults and cross-defaults in
order to forestall the ability of the lenders to accelerate the obligations of
the Finance Company Debtors.

     4.   Guarantees on B-2 Certificates

          In connection with the sale of loans to securitization trusts, CFC
entered into executory sale agreements whereby it issued irrevocable guarantees
of principal and interest in respect of the subordinated debt tranches referred
to as B-2 Certificates issued by certain trusts. The largest registered holder
of B-2 Certificates is Lehman by virtue of the registration in its name of those
B-2 Certificates pledged by GTRFC to Lehman under the Lehman Residual Facility
as well as its direct holdings. As of September 30, 2002, CFC had provided
guarantees with respect to B-2 Certificates with an aggregate face amount of
$2.3 billion, including approximately $1.5 billion of MH certificates and $800
million of non-MH certificates.

          Payment on these guarantees represents a major obligation of CFC.
Indeed, in the fourth quarter CFC recently suspended its payments on the
guarantees of B-2 Certificates.

     5.   Intercompany Obligations

          There are two primary intercompany notes between CFC and its direct
parent CIHC, as follows:

<TABLE>
<CAPTION>
------------------------------- ---------------------------- ---------------------------- ----------------------------
           Borrower                       Lender                 Amount Outstanding                Maturity
------------------------------- ---------------------------- ---------------------------- ----------------------------
------------------------------- ---------------------------- ---------------------------- ----------------------------
<S>      <C>                               <C>                     <C>                             <C>
         CIHC                              CFC                     $310 million                    May 2005
------------------------------- ---------------------------- ---------------------------- ----------------------------
------------------------------- ---------------------------- ---------------------------- ----------------------------

         CFC                               CIHC                    $273.2 million                  May 2005
------------------------------- ---------------------------- ---------------------------- ----------------------------
</TABLE>

          There is approximately $1 million owing to CFC on account of net
interest accrued on the above intercompany notes. In addition, Conseco Services,
LLC, a non-debtor affiliate, provides services to the CNC subsidiaries and
allocates costs between companies for shared services. As of November 30, 2002,
CFC had an outstanding payable of approximately $14 million owing to Conseco
Services, LLC, and a $10 million amount owed to Mill Creek Bank, which is
secured by a lien on CFC Assets (which amount is included in Other Secured
Claims).

-----------------
3    CIHC is a guarantor up to an aggregate of $125 million under the Lehman
     Warehouse Facility and the Lehman Residual Facility.


                                       18
<PAGE>


     6.   Preferred Dividends

          CNC owns 100% of CFC's preferred stock in the form of 750 shares of 9%
Redeemable Cumulative Preferred Stock (the "Preferred Stock") with an aggregate
face amount of $750 million. CFC has not made a dividend payment since the
Preferred Stock was issued in September 2000. As of November 30, 2002, there was
approximately $148 million of accrued dividends owing to CNC under the Preferred
Stock.

     7.   Debtor-in-Possession Facilities

          Subsequent to the Initial Petition Date, the Finance Company Debtors
became parties to post-petition, debtor-in-possession financing facilities with
FPS DIP LLC ("FPS") and Lehman Brothers ("Lehman"). For a full discussion of
these facilities, please see Article III.A., "Debtor-in-Possession Financing
From FPS and Lehman."

C.   CIHC GUARANTEES OF FINANCE COMPANY DEBTORS' DEBT

     As mentioned above, CIHC is the guarantor of an aggregate principal amount
of $125 million in respect of CFC's residual and warehouse facilities with
Lehman Brothers, Inc. and certain of its affiliates ("Lehman"). CIHC is also the
guarantor of an aggregate principal amount of $125 million in respect of CFC's
swingline debt and cash management facility with U.S. Bank National Association
("U.S. Bank").

     CIHC's existing pre-petition guarantee in respect of CFC's swingline debt
and cash management facility with U.S. Bank was "rolled into" the Secured
Super-Priority Debtor-in-Possession Credit Agreement dated December 19, 2002,
(the "FPS DIP") between CFC, certain of its subsidiaries, CIHC, certain lenders
parties thereto and FPS DIP LLC. Accordingly, CIHC has an outstanding guarantee
for an amount of $60 million pursuant to the FPS DIP, which is prepetition
obligation of CIHC.

D.   EVENTS LEADING TO THE CHAPTER 11 CASES

     1.   Background to the Restructuring

          Our ultimate parent holding company, CNC, commenced operations in 1982
and grew rapidly through acquisitions, including the acquisition of Green Tree
Financial Corporation in 1998. The acquisition of Green Tree (renamed "Conseco
Finance Corp.") served as the platform for Conseco's entry into the consumer
finance businesses.

          In order to fund these acquisitions and grow its businesses, CNC
incurred substantial indebtedness through borrowings under bank credit
facilities and the issuance of securities in public capital markets. CIHC, our
intermediate holding company, also incurred significant indebtedness in the form
of guarantees. See Article II.C., "CIHC Guarantees of Finance Company Debtors'
Debt." Between 1998 and 2000, CNC incurred approximately $3.6 billion in new
debt and trust preferred obligations, primarily to fund the business of CFC
following its acquisition. In addition to increased indebtedness levels, we also
began to recognize impairment charges because the actual performance of CFC's
securitized loan portfolios did not meet the assumptions used to establish the
value of the retained interests (generally interest-only securities and
servicing rights) in securitization transactions accounted for as sales. We take
impairment charges to reflect reductions in the value of our retained interests
that we have recognized as losses in the statement of operations. We determine
the value of the retained interests by discounting the projected future cash
flows that we expect to receive over the life of the securitizations using our
current best estimates of prepayment, default, loss and interest rate
assumptions. The assumptions used to determine the estimated fair value are
subject to significant judgment and are determined based on internal evaluations
and consultations with outside advisors.

          During the past two years, both the Holding Company Reorganizing
Debtors and the Finance Company Debtors undertook efforts to reduce our parent
company debt. These efforts primarily focused on the sale of non-strategic
assets to meet principal and interest payment obligations. The Debtors also took
a number of other actions designed to reduce parent company debt and increase
the efficiency of our business operations. The actions

                                       19
<PAGE>

with respect to our business included: (i) the sale, closing or runoff of
several business units (including asset-based lending, vendor leasing,
bankcards, transportation, park construction and floorplan lending); (ii)
monetizing certain on-balance sheet financial assets through sales or as
collateral for additional borrowings; (iii) adducing cost savings by
restructuring ongoing businesses, including, but not limited to, streamlining
credit origination operations in the manufactured housing and home equity
divisions; and (iv) substantially decreasing the origination of certain lines of
products in certain business segments, particularly in the manufactured housing
segment. Notwithstanding these initiatives, the Debtors' financial position
continued to deteriorate.

     2.   Announcement of Restructuring Plan; Credit Facility Events of Default

          As a result of these developments, on August 9, 2002, CNC announced
that it had engaged legal and Advisors to begin discussions with creditors in
order to effectuate a fundamental restructuring of the Debtors' capital
structure. It also announced that it did not make the August 2002 interest
payments on the 6.4% Original Notes, 6.4% Exchange Notes, 8.75% Original Notes
and 8.75% Exchange Notes. Since the August 9, 2002, announcement, the Debtors
have not made any interest or principal payments on any of their direct
corporate obligations, nor have they made any distributions on their Trust
Preferred Securities. The failure to make the interest payments on these notes
within the 30-day grace period constituted an event of default under the notes,
which gave the holders of the notes the right to accelerate the maturity of all
principal and past due interest. Moreover, the Debtors did not pay approximately
$224.9 million of principal (plus accrued interest) due on October 15, 2002,
under the 8.5% Original Notes. These defaults resulted in cross defaults of
approximately $4.0 billion in principal amount of debt obligations, including
approximately $481.3 million of obligations under the D&O Facilities and
approximately $1.9 billion of Subordinated Indentures (and the corresponding
Trust Preferred Securities) through cross-default provisions contained in the
respective governing instruments. If the holders of such indebtedness or
preferred securities had exercised their rights to accelerate the maturity of
all principal and interest due, the Debtors would have been unable to satisfy
these obligations.

          On September 9, 2002, CNC received temporary waivers of the covenant
violations with respect to the Senior Credit Facility and the D&O Facilities
from the relevant lenders. These waivers expired on October 17, 2002. On that
date, CNC obtained forbearance agreements from the relevant lenders pursuant to
which the lenders agreed to temporarily refrain from exercising default-related
remedies with respect to certain specified events of default under the Senior
Credit Facility and the guarantees of the D&O Facilities. These forbearance
agreements were scheduled to expire on November 27, 2002, but were extended on
that date to January 11, 2003, subject to various conditions. Upon filing of the
Chapter 11 Cases, the forbearance agreements terminated and were superseded by
the automatic stay provisions under section 362 of the Bankruptcy Code.

     3.   Prepetition Decline of Finance Company Debtors' Businesses; Strategic
          Alternatives Considered

          During the course of the recent economic slowdown, CFC-originated
loans were increasingly burdened by increased delinquencies, foreclosures and
losses, all of which resulted in our incurring increased costs in servicing
these loans and have materially and adversely affected our financial condition
and results of operations. These conditions, coupled with CNC's leveraged
condition and liquidity difficulties, severely impacted our operations, and
eliminated our access to the securitization markets, which were traditionally
our main source of funding. The loss of access to the securitization markets has
severely affected our ability to originate, purchase and sell loans. It has also
affected the value of the retained interests we hold in securitization
manufactured housing trusts, since we relied on the securitization markets to
finance the sale of repossessed manufactured housing units owned by those
trusts, which often helped to minimize the loss on defaulted loans (compared to
liquidating those assets through a manufactured housing wholesale channel).

          On October 22, 2002, CFC initiated a plan to sell or seek new
investors for the finance business and that the investment banking firms of
Lazard Freres & Co., LLC and Credit Suisse First Boston to pursue various
alternatives, including securing new investors and/or selling our three lines of
business: (i) manufactured housing; (ii) mortgage and home equity services; and
(iii) consumer finance (including a potential sale, joint venture or similar
transaction with respect to CFC's servicing platforms). For a discussion of the
sale process, see "Planned Sale of Substantially All of the CFC Assets."

                                       20
<PAGE>


          As of the Petition Date, our only remaining liquidity sources were a
warehouse facility (the "Warehouse Facility") and a residual facility ("Residual
Facility") with Lehman and a bank credit facility with U.S. Bank (the "U.S. Bank
Facility," and together with the Warehouse Facility and Residual Facility, the
"CFC Facilities"). The direct borrower under (i) the Warehouse Facility is CFC's
non-debtor subsidiary Green Tree Finance Corp. - Five ("GTFC"), and (ii) the
Residual Facility is CFC's non-debtor subsidiary Green Tree Residual Finance
Corp. I ("GTRFC"). The Warehouse Facility and the Residual Facility are fully
guaranteed by CFC and, up to an aggregate of $125 million, by CIHC. CFC was the
direct borrower under the U.S. Bank Facility, which was also guaranteed by CIHC
up to an aggregate of $125 million.

          Prior to the Petition Date, CFC was in default under the CFC
Facilities as a result of (i) cross-defaults triggered by CNC's defaulting on
its debt obligations, (ii) cross-defaults among the U.S. Bank Facility, the
Warehouse Facility and the Residual Facility, (iii) failure to make payments
required by CFC's guarantees of payments on the B-2 Certificates, which were
issued to investors in certain finance receivable securitization transactions
(see the note to CNC's consolidated financial statements entitled "Guarantees"
as set forth in CNC's Annual Report on Form 10-K for the fiscal year ended
December 31, 2001, and CNC's Quarterly Report on Form 10-Q for the period ended
September 30, 2002, for further information); and (iv) breaches of several
financial covenants under the CFC Facilities. CFC entered into forbearance
agreements with Lehman with respect to the Warehouse Facility and Residual
Facility and with U.S. Bank with respect to U.S. Bank Facility, pursuant to
which Lehman and U.S. Bank agreed to temporarily refrain from exercising any
rights arising from events of default that occurred under each CFC Facility
prior to the Petition Date.

          The Warehouse Facility is a repurchase facility under which primarily
newly originated manufactured housing, home equity, home improvement and
recreational vehicle loans originated by CFC or affiliates of CFC and
transferred to GTFC are sold by GTFC to Lehman with an agreement to repurchase
those loans at a later date and at a higher price. The price differential
reflects the cost of financing. The Warehouse Facility provides funding to CFC
for new loan origination. The Warehouse Facility and the Residual Facility are
cross-collateralized.

          The Residual Facility is collateralized by retained interests in
securitizations. CFC is required to maintain collateral based on current
estimated fair values in accordance with the terms of such facility. Due to the
decrease in the estimated fair value of its retained interests, CFC's collateral
was $128.9 million deficient at September 30, 2002 (as calculated in accordance
with the relevant transaction documents, which provide that Lehman calculates
the value of CFC's collateral within its sole discretion). Pursuant to the
forbearance agreement entered into with Lehman on December 20, 2002, Lehman
agreed not to accelerate the repayment of the Residual Facility based on the
collateral deficiency through June 1, 2003. Under the terms of this forbearance
agreement, Lehman retains the cash flows from CFC's retained interests pledged
under this facility and applies those cash flows to the margin deficit. As
mentioned above, this forbearance agreement is subject to a number of conditions
that may cause it to terminate prior to June 1, 2003.

          The filing by CNC, CIHC and CFC of a Chapter 11 petition triggered
additional defaults under the CFC Facilities.

     4.   Recent Financial Results

          On November 19, 2002, CNC reported a net loss of $1,769.2 million for
the three months ended September 30, 2002. This loss was primarily the result
of: (i) impairment charges related to our interest-only securities and servicing
rights held by our finance subsidiary of $701.3 million; (ii) impairment charges
related to goodwill of $500.0 million; (iii) realized investment losses related
to our investment portfolio of $271.7 million; (iv) an increase to our reserves
with respect to long-term care insurance products for changes in estimates of
$110.0 million; and (v) a loss on the sale of Conseco Variable Insurance Company
of $139.9 million. As a result of this loss, CNC's shareholders' deficit was
$811.8 million at September 30, 2002.

          CNC will report its year end 2002 financial results in its Annual
Report on Form 10-K for the year ended December 31, 2002, which it expects to
file with the Securities and Exchange Commission on or about April 15, 2003.
This filing will be available at the SEC's website at www.sec.gov and at the
Company's website at www.conseco.com.

                                       21
<PAGE>


     5.   The Prepetition Committees

          In the fall of 2002, CNC commenced discussions with a committee
representing the lenders under the Senior Credit Facility and the D&O Credit
Facilities with respect to the financial condition of the Company and the
proposed restructuring (the "Prepetition Bank Committee"). The members of the
Prepetition Bank Committee, as of the Petition Date, were Bank of America, N.A.,
JPMorgan Chase Bank and Angelo, Gordon & Co. Bank of America, as administrative
agent for the Senior Credit Facility and some of the D&O Credit Facilities,
retained Davis Polk & Wardwell as its legal advisor and Ernst & Young and
Greenhill & Co., LLC as its Advisors.

          In August 2002, CNC commenced discussions with certain holders of the
Original Notes and Exchange Notes with respect to the financial condition of the
Company and the proposed restructuring (the "Prepetition Noteholder Committee").
The members of the Prepetition Noteholder Committee, as of the Petition Date,
were Metropolitan West Asset Management LLC, First Pacific Advisors, Appaloosa
Management Company, Barclays Bank, PLC, Calvert Group, Ltd., HSBC Bank USA (as
indenture trustee) and Whippoorwill Associates, Inc. The Prepetition Noteholder
Committee retained Fried, Frank, Harris, Shriver & Jacobson as its legal advisor
and Houlihan Lokey Howard & Zukin LLP as its financial advisor.

          In October 2002, CNC commenced discussions with certain holders of the
Trust Preferred Securities with respect to the financial condition of the
Company and the proposed restructuring (the "Prepetition Trust Preferred
Securities Committee"). The members of the Prepetition Trust Preferred
Securities Committee, as of the Petition Date, were Oppenheimer Capital, United
Capital Markets, Marion Polk Real Estate and Smith Hayes Financial. The
Prepetition Trust Preferred Securities Committee retained Saul Ewing LLP as its
legal advisor and Raymond James as its financial advisor.

          Before the Petition Date, CNC met with and provided materials to the
Prepetition Trust Preferred Securities Committee, and entered into extensive
arms' length negotiations with the Prepetition Bank Committee and the
Prepetition Noteholder Committee regarding the terms of a consensual
restructuring. Shortly before the Petition Date, CNC reached a non-binding
agreement in principle with respect to the general terms of a restructuring for
the Holding Company Reorganizing Debtors with the Prepetition Bank Committee and
Prepetition Noteholder Committee.

E.   PLANNED SALE OF SUBSTANTIALLY ALL OF THE CFC ASSETS

     In October 2002, the Finance Company Debtors, with the aid of their
financial and legal advisors (the "Advisors"), began seeking a purchaser for
their assets in order to avoid a liquidation on unfavorable terms. After an
extensive marketing campaign, thirty-four (34) interested parties (the
"Interested Parties") signed confidentiality agreements to conduct preliminary
due diligence.

     As the process developed, however, Interested Parties began to drop out.
Eventually, the Finance Company Debtors considered the qualifications of the
remaining Interested Parties, and limited the field to four bidders.(4) In early
November, after yet another round of extensive due diligence, we established
bidding guidelines for the potential bidders and invited them to submit
proposals for all or part of the businesses. Thereafter, we delivered a draft
asset purchase agreement to the four potential bidders and asked them to submit
comments on such draft to CFC by November 29, 2002.

     During this period, the Advisors received a preliminary written proposal
from JC Flowers & Co. LLC and Fortress Investment Group LLC (collectively, the
"Potential Investors") expressing an interest in purchasing all of our
businesses, with the exception of that portion of the Consumer Finance business
relating to our private label credit card business. On November 22, 2002, CNC
and CFC received a term sheet from the Potential Investors specifying the terms
and conditions of a possible transaction, and on November 26, 2002, the Finance
Company Debtors received comments on the draft asset purchase agreement from the
Potential Investors.

----------------
4    The Finance Company Debtors based their decision on both the interest of
     the potential bidders and their financial wherewithal to consummate a
     transaction.



                                       22
<PAGE>


     For nearly a month thereafter, the Finance Company Debtors and the
Potential Investors negotiated out the terms of the Asset Purchase Agreement.
Together with our Advisors, we evaluated the terms and benefits of the Potential
Investors' proposal, as well as the benefits of other alternatives. In our
reasoned business judgment, we concluded that the proposal from the Potential
Investors which formed the basis of the Asset Purchase Agreement with CFN
Investment Holdings LLC ("CFN"), a newly formed entity sponsored by the
Potential Investors and Cerberus Capital Management, L.P. (collectively, the
"Potential Purchasers") offered the most advantageous terms and greatest
economic benefit to the Finance Company Debtors. Accordingly, on December 19,
2002, the Finance Company Debtors and CFN executed the Asset Purchase Agreement
(subject to the Court's approval), pursuant to which CFN qualified as a
stalking-horse bidder and was afforded certain buyer protections.

     Notwithstanding the Asset Purchase Agreement, as part of our efforts to
seek alternative transactions that would provide the highest and best value to
us and our creditors, we elected to conduct an auction for the sale of our
businesses and assets. In contemplation thereof, on December 19, 2002, we filed
a motion with the Bankruptcy Court seeking approval of certain sale and bidding
procedures (the "Bidding Procedures"), which procedures were approved (as
modified) by an order of the Bankruptcy Court dated January 8, 2003 (the
"Bidding Procedures Order"). All parties-in-interest, including, inter alia,
creditors and prospective purchasers, were provided with (i) notice of the entry
of the Bidding Procedures Order and the contemplated sale of the CFC Assets to
CFN and (ii) the opportunity to participate in the contemplated auction or
object to the proposed sale. Our Advisors continued to actively target parties
they believed would have an interest in, and the financial wherewithal to
consummate, a purchase of our assets up through the time of the auction.

     In accordance with the Bidding Procedures, to be eligible to participate in
the auction, potential bidders were required to submit bids that, by their own
terms or aggregated with other bids, were for more than the purchase price
payable under the Asset Purchase Agreement, plus the amount of the break-up fee,
plus $5 million, plus the profit sharing rights relating to the Manufactured
Housing business. Prior to the auction, the Finance Company Debtors received
seven bids. CFN and Berkadia Equity Holdings, L.L.C. (`Berkadia") submitted
eligible bids for what purported to be for all of the CFC Assets. Five other
parties, including the Securitization Trustee, General Motors Acceptance
Corporation/Residential Funding Corporation, Charlesbank Capital Partners, LLC
("Charlesbank"), EMC Mortgage Corporation ("EMC") and GE also submitted bids for
varying portions of the CFC Assets. Ultimately, the Finance Company Debtors
aggregated the bids of Charlesbank, EMC and GE (the "Consortium") to create a
third eligible consortium bid (the "Consortium Bid"). The Finance Company
Debtors commenced the auction on February 28, 2003, and adjourned it to allow
for greater time to analyze seven competing bids, continuing it on March 4-5,
2003.

     The Finance Company Debtors analyzed each of the bids presented at the
auction and determined that CFN's bid of $970 million in cash, plus the
assumption of certain liabilities, represented the highest and best bid. The
terms of the sale provided the Finance Company Debtors the option to sell the
assets of Mill Creek Bank to GE for approximately $310 million in cash, plus
certain assumed liabilities, which option, if exercised, would provide CFN with
a credit of $270 million to its $970 million bid.

     The Consortium submitted the second highest bid at the auction for
approximately $972.5 million plus certain assumed liabilities, including the $30
million break-up fee to be paid to CFN pursuant to the terms of the Asset
Purchase Agreement. At a hearing on March 20, 2003, the Bankruptcy Court
subsequently approved CFC's motion to pay $2 million to each of Charlesbank and
EMC to compensate these parties for concluding definitive purchase agreements to
be effective in the event that CFC is not able to close its proposed sale to CFN
and GE.

     On March 6, 2003, CFC received an offer from Berkadia that purported to be
a bid in the recently concluded auction. Concurrently therewith, Berkadia filed
an objection to the sale that the Bankruptcy Court heard, and then summarily
dismissed, on March 7, 2003. After further negotiations during the March 7-14,
2003 period, CFN and GE significantly increased the amount of cash to be paid
for the CFC Assets. Ultimately, each of the major constituencies, including the
CFC Committee, the Ad Hoc Securitization Holders' Committee, U.S. Bank as
Trustee for the securitization trusts, and Fannie Mae agreed to support the sale
of the CFC Assets to CFN and GE.

     Accordingly, on March 14, 2003, CFC entered into an Amended and Restated
Asset Purchase Agreement with CFN (the "New CFN Agreement") and into an Asset
Purchase Agreement with GE (the "GE Agreement"). Upon execution of these
agreements, on March 14, 2003, the Bankruptcy Court entered an order approving
the

                                       23
<PAGE>

terms of the sale of the CFC Assets free and clear of all liens pursuant to the
New CFN Agreement and the GE Agreement. The closings of the sales of the CFC
Assets under the New CFN Agreement and the GE Agreement, respectively, are
subject to various closing conditions, but are currently expected to occur in
May 2003. The total value to be received as part of these transactions is
expected to be approximately $1.3 billion, representing approximately $1.11
billion in cash and approximately $200 million in assumed liabilities, subject
to certain purchase price adjustments.

     One significant closing condition of the CFN Asset Purchase Agreement
requires that the Finance Company Debtors cause Green Tree Residual Finance
Corp. I and Green Tree Finance Corp. - Five, securitization entities that hold
approximately 80% of the value of the CFC entities, to file petitions under
chapter 11 at or before the closing of the CFN Sale Transaction. Similarly, a
closing condition of the GE Asset Purchase Agreement may require that the
Finance Company Debtors cause Mill Creek Servicing Corporation and Conseco
Finance Credit Card Corporation to file petitions under chapter 11 prior to the
closing of the GE Sale Transaction.

     The Finance Company Debtors believe that, considering all surrounding facts
and circumstances, the transactions with CFN and GE will maximize the value
obtainable from the CFC Assets for all relevant constituencies; however, there
can be no assurance that these transactions will be completed, or if completed,
that they will satisfy the Debtors' expectations. Assuming that the sale of the
CFC Assets is completed and CFC receives the proceeds from the sale of the CFC
Assets in the amount contemplated by the CFN and GE transactions, these proceeds
will be applied to satisfy CFC's obligations under its debtor-in-possession
credit agreements, administrative claims, priority claims and to its secured
creditors (including the 93/94 Notes Holders and Lehman). The remainder will be
allocated on a pro-rata basis to unsecured creditors of the Finance Company
Debtors.

F.   RESTRUCTURING OF THE MANUFACTURED HOUSING BUSINESS

     Just prior to the Petition Date, we were losing approximately $15 million
per month due to the inadequate MH Servicing Fee paid to CFC as servicer of the
MH Contracts held in the manufactured housing securitization trusts (the "MH
Securitization Trusts") pursuant to the Servicing Agreements between CFC and the
trustee of the MH Securitization Trusts. CFC is by far the largest servicer of
manufactured housing loan contracts in the United States, servicing
approximately 55% of the manufactured housing loan contract market. Pursuant to
the Servicing Agreements, CFC received a MH Servicing Fee of 50 basis points per
annum, which amount was at the bottom of the waterfall and was paid only from
any funds remaining after all payments owing on the debt securities issued by
the MH Securitization Trusts were paid. Various factors, including an increased
number of defaults caused by the recent economic downturn and the concomitant
increased number of defaults and the increased number of repossessed homes
injected into the market by competitor lenders exiting the market, rendered the
MH Servicing Fee grossly insufficient to cover CFC's costs of conducting the
servicing business. By the time we filed our chapter 11 petitions, it was clear
that neither CFC nor any successor servicer could sustain the MH Servicing
Business without a massive restructuring.

     Since before the chapter 11 cases commenced, CFC has worked diligently with
all relevant constituencies to restructure the MH Servicing Fee. On December 18,
2002, the Bankruptcy Court entered an interim order granting the joint motion of
CFC, Conseco Finance Servicing Corp. ("CFSC") and U.S. Bank, as trustee for
CFC's securitization trusts (the "Trustee"), providing, for 30 business days,
(i) for an increase of the MH Servicing Fee to 125 basis points per annum (the
"Revised Servicing Fee") of the principal amount outstanding of each
manufactured housing securitization trust where the Trustee acts as trustee;
(ii) that the MH Servicing Fee be paid as an expense prior to the distribution
of any amounts in respect of certificates issued by each such securitization
trust; and (iii) for a senior security interest in CFC's Manufactured Housing
servicing platform and a junior security interest in CFC's other assets in favor
of the Trustee for the benefit of itself and the corresponding
certificateholders (the "Adequate Protection Lien"), to secure (a) the continued
payment of certain of the Trustee's fees and expenses; (b) the amount, if any,
by which the Revised Servicing Fee exceeds the original servicing fee at the
contractual level of priority during the period of the interim order; and (c)
any losses to the securitization trusts relating to manufactured housing, home
equity and home improvement loans, credit card receivables and recreational
vehicle loans resulting from any misappropriation, misapplication or other
diversion of funds by the servicer.

     A hearing seeking final resolution of the matters covered by this joint
motion was held on January 29, 2003, and was subsequently continued several
times because the Trustee, the CFC Committee, and the Ad Hoc

                                       24
<PAGE>

Securitization Holders' Committee were unable to consensually resolve the
servicing fee issues. In the interim, the parties did, however, agree to cap the
amount of the Adequate Protection Lien at $35 million. See Article II.B.3,
"Summary of Significant Motions - Motion to Increase CFC's Manufactured Housing
Securitization Servicing Fee."

     On February 19, 2003, and again on March 3, 2003, because the parties were
unable to consensually resolve the MH Servicing Fee issues, CFC filed a motion
to reject the Servicing Agreements and the Sale Agreements (the "PSA Rejection
Motion"). As part of the overall settlement of the sale of the CFC Assets, we
ultimately resolved the MH Servicing Fee issues with the Trustee, the CFC
Committee, and the Ad Hoc Securitization Holders' Committee, and the Bankruptcy
Court entered an agreed final order at the Sale Hearing on March 14, 2003.
Concurrently therewith, CFC withdrew the PSA Rejection Motion. The Adequate
Protection Lien will be waived when the CFN Sales Transaction closes.

                                      III.

                              THE CHAPTER 11 CASES

     On the Initial Petition Date, CFC and CFSC and the other Initial Debtors
filed voluntary petitions for relief under chapter 11 of the Bankruptcy Code.(5)
Subsequently, on the CFC Subsidiary Debtors' Petition Date, the CFC Subsidiary
Debtors filed voluntary petitions for relief under chapter 11 of the Bankruptcy
Code. All actions and proceedings against the Finance Company Debtors and all
acts to obtain property from them were stayed under section 362 of the
Bankruptcy Code. The Finance Company Debtors have continued to conduct their
businesses and manage their properties as debtors-in-possession pursuant to
sections 1107(a) and 1108 of the Bankruptcy Code.

     After consulting with our Advisors, we determined that a sale of
significantly all of our assets would provide the greatest recovery for the
creditors of our estates. Accordingly, we immediately sought to secure a
stalking-horse bid for our assets and to obtain debtor-in-possession financing
to enable us to maintain our businesses as going concerns pending a sale
thereof.

A.   DEBTOR-IN-POSSESSION FINANCING FROM FPS AND THE SPE

     We have been able to secure debtor-in-possession ("DIP") financing from (i)
U.S. Bank and FPS DIP LLC, an affiliate of Fortress Investment Group LLC
("Fortress"), J.C. Flowers & Co. LLC. ("Flowers") and Cerberus Capital
Management, L.P. ("Cerberus") (the "FPS DIP Facility") in an amount of up to
$125,000,000 and (ii) the SPE, in an amount of up to $25 million (the "Lehman
December 20 Agreements"). Orders approving both financing facilities were
granted by the Bankruptcy Court on January 14, 2003. We applied the proceeds of
the FPS DIP repayment in the U.S. Bank Facility.

     From time to time, CFC has failed to comply with certain covenants
regarding the maximum permissible variance of the budgets provided to the FPS
DIP lenders in connection with the FPS DIP Facility. In each instance, CFC has
obtained appropriate waivers. CFC was alleged to be in breach of the terms of
the FPS DIP Facility as a result of its failure to obtain entry of a final order
with the Securitization Trustee resolving the issues relating to servicing the
MH loan portfolio. This breach was waived through and including February 12,
2003, to allow the parties to continue to negotiate through that date. However,
as of February 12, 2003, the key affected parties had still not reached
resolution. In addition, the occurrence of events of default under the FPS DIP
may cause events of default under the Lehman December 20 Agreements.

     In light of the alleged breach of the FPS DIP, as well as the pending
auction for the CFC Assets, on March 4, 2003, the Finance Company Debtors filed
a motion with the Bankruptcy Court to obtain approval of the Secured
Super-Priority Debtor-in-Possession Credit Agreement with Goldman Sachs Credit
Partners L.P. ("Goldman Sachs") as administrative and loan agent and certain
lenders party thereto from time to time (the "GS DIP"), a form of which was
filed as an exhibit to the motion. The GS DIP called for Goldman Sachs to
provide for debtor-in-possession financing up to $845 million. The Finance
Company Debtors withdrew the GS DIP motion on March 20, 2003.

------------------
5    The other Initial Debtors are the Holding Company Debtors.

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<PAGE>


     After entry of a sale order (described below) approving CFN and GE as the
successful purchasers of the CFC Assets, FPS, U.S. Bank and certain of the
Finance Company Debtors executed Amendment No. 5 to the Secured Super-Priority
Debtor-In-Possession Financing Facility dated December 19, 2002, as amended (the
"Amendment"). The Amendment provides for, among other things, a $30 million
increase in the amount of the revolving credit facility (from $60 million to $90
million) and an extension of the termination date of the FPS DIP Facility
through the termination of the Asset Purchase Agreement or the later of the
closings of the sales to CFN and GE or, upon approval of the Amendment by the
Bankruptcy Court, May 31, 2003. The Finance Company Debtors have filed a motion
for approval of the Amendment, which is scheduled to be heard by the Bankruptcy
Court on April 14, 2003.

B.   SUMMARY OF OTHER SIGNIFICANT MOTIONS

     The following summarizes significant motions that have been filed in the
Chapter 11 Cases. You may view each of these motions at www.bmccorp.net/Conseco.

     1.   Applications for Retention of Holding Company Reorganizing Debtors'
          and Finance Company Debtors' Professionals

          On January 14, 2003, the Bankruptcy Court approved the retention of
certain professionals to represent and assist the Holding Company Reorganizing
Debtors and the CFC Initial Debtors in connection with the Chapter 11 Cases(6).
These professionals were intimately involved with the negotiation and
development of the Plan. These professionals include, among others: (a) Kirkland
& Ellis, as counsel for the Holding Company Reorganizing Debtors and CFC Initial
Debtors, (b) Lazard Freres & Co., LLC as financial advisor for the Holding
Company Reorganizing Debtors and FINANCE COMPANY Debtors, (c) Bankruptcy
Management Corporation, as notice agent for the Holding Company Reorganizing
Debtors and FINANCE COMPANY Debtors and (d) Bridge Associates, LLC as crisis
managers for the FINANCE COMPANY Debtors. The Bankruptcy Court also approved a
request to retain other professionals to assist the Holding Company Reorganizing
Debtors and FINANCE COMPANY Debtors in other ongoing matters. These
professionals include, but are not limited to: (i) Baker Botts, LLC as special
SEC counsel to the Holding Company Reorganizing Debtors and FINANCE COMPANY
Debtors; (ii) PricewaterhouseCoopers LLP, as accountants to the Holding Company
Reorganizing Debtors and FINANCE COMPANY Debtors; (iii) Gregory P. Joseph Law
Offices, LLC as special litigation counsel to the Holding Company Reorganizing
Debtors and FINANCE COMPANY Debtors; (iv) Milliman USA Inc. to provide actuarial
and valuation services to the Holding Company Reorganizing Debtors, (v) Baker &
Daniels, as special corporate counsel to the Holding Company Reorganizing
Debtors and (vi) Dorsey & Whitney LLP, as special corporate and securitization
counsel to the FINANCE COMPANY Debtors.

     2.   Motion to Continue Using Existing Bank Accounts and Business Forms

          By separate orders, the Bankruptcy Court has authorized each of the
Holding Company Reorganizing Debtors' and FINANCE COMPANY Debtors' continued use
of their respective bank accounts. Additionally, the Holding Company
Reorganizing Debtors have historically received services from their subsidiary
Conseco Services pursuant to the Service Agreements. Pursuant to the Service
Agreements, Conseco Services provides the Holding Company Reorganizing Debtors
with administrative services needed for the conduct of the Holding Company
Reorganizing Debtors' businesses and incurs expenses and costs including
salaries, bonuses, payroll and other taxes, employee benefits, reimbursements,
consulting and professional fees, vendor payments and insurance premiums. The
Holding Company Reorganizing Debtors pay Conseco Services an amount equal to
such costs and expenses plus a 10% service fee. The Bankruptcy Court has
authorized the Holding Company Reorganizing Debtors to continue using Conseco
Services in this manner.

--------------------
6    On March 20, 2003, the Bankruptcy Court approved K&E's retention as counsel
     for the CFC Subsidiary Debtors on the same terms as the January 14, 2003,
     K&E retention order.

                                       26
<PAGE>


     3.   Motion to Increase CFC's Manufactured Housing Securitization Servicing
          Fee

          On December 18, 2002, the Finance Company Debtors filed this motion
jointly with U.S. Bank, as trustee ("Trustee") for certain manufactured housing
securitization trusts (the "MH Securitization Trusts"). The joint motion
requested the Bankruptcy Court to order a temporary increase, for a period of
thirty (30) business days, in the amount of the monthly servicing fee paid to
CFC or CFSC as servicers of the MH Securitization Trusts to 1/12 of 125 basis
points per annum and the priority of such payments (the "Revised Servicing Fee")
as an expense prior to the distribution of any amounts in respect of
certificates issued by the MH Securitization Trusts.

          Pursuant to the joint motion, CFC and CFSC have granted a senior
security interest in CFC's Manufactured Housing platform and a junior security
interest in CFC's other assets in favor of the Trustee for the benefit of itself
and the corresponding certificateholders, to secure (i) the continued payment of
certain of the Trustee's fees and expenses; (ii) the amount, if any, by which
the Revised Servicing Fee exceeds the original servicing fee at the contractual
level of priority during the period of the requested interim order; and (iii)
any losses to the securitization trusts relating to manufactured housing, home
equity and home improvement loans, credit card receivables and recreational
vehicle loans resulting from any misappropriation, misapplication or other
diversion of funds by the servicer.

          The Bankruptcy Court entered an interim order granting the requested
relief, with the final hearing scheduled for February 12, 2003. On February 12,
2003, the matter was continued to February 19, 2003 and subsequently to February
21, 2003. On February 21, the Bankruptcy Court entered an agreed order resetting
the final hearing date to March 5, 2003, at 2:00 p.m. C.S.T., and continuing the
first interim order until the final hearing, with the exception that the
security interest provided under the first interim order was capped at $35
million and the parties agreed that the security interest would no longer accrue
additional amounts.

          Additionally, the February 21, 2003, order resolved a number of other
related issues. Specifically:

          (a) In regard to the Official Committee of Unsecured Creditors of
     Conseco Finance Corp. and Conseco Finance Servicing Corp.'s Motion to
     Extend the Deadline to File Objections to the Proposed Sale and Reset the
     Hearing, the February 24, 2003, deadline was extended to February 28, 2003,
     at 5:00 p.m. C.S.T. for the following parties (as defined in the order):
     (i) The Securitization Trustees, (ii) U.S. Bank, as DIP lender; (iii)
     FannieMae; (iv) the Ad Hoc Securitization Holders' Committee; (v) Teachers
     Insurance and Annuity Association of America; and (vi) the Official
     Committee of Unsecured Creditors for CFC.

          (b) Fannie Mae made an unqualified and unconditional bid for the MH
     Servicing Business (the "Backstop Bid"). Subject to the Bankruptcy Court's
     approval, the Backstop Bid will be available for acceptance if the Debtors
     do not receive a higher and better bid. The Backstop Bid consists of an
     aggregate amount of $70 million, $35 million of which shall be paid to the
     Debtors in cash and $35 million of which shall be deemed paid to the
     Debtors through release of the Adequate Protection Lien.

          (c) CFC, along with various of its creditor constituencies,
     established as guidance a permanent revised Monthly Servicing Fee for the
     MH Servicing Business between 110 basis points per annum and 150 basis
     points per annum, inclusive of incentive based compensation.

          (d) CFC and the Securitization Trustees agreed to amend the previously
     entered cash management order to provide, in the event of a termination of
     the adequate protection lien granted therein, for replacement protection
     for the non-MH Trusts for any losses incurred by such trusts as a result of
     the misappropriation, misapplication or other diversion of funds rightfully
     owing to such Trusts, without prejudice to the rights of the banks set
     forth in the cash management order.

          (e) CFC withdrew its Emergency Motion to Reject the Pooling and
     Servicing Agreements, and agreed that the motion would not be re-filed
     before March 3, 2003 and if re-filed, the motion would not be heard on or
     before March 5, 2003.

                                       27
<PAGE>


          Ultimately, as part of the overall settlement of the sale of the CFC
Assets, CFC resolved the MH Servicing Fee issues with the Trustee, the CFC
Committee, and the Ad Hoc Securitization Holders' Committee. The Bankruptcy
Court entered an agreed final order at the Sale Hearing on March 14, 2003.

     4.   Motion for Joint Administration of the Chapter 11 Cases

          The Bankruptcy Court has entered two orders granting the joint
administration of the Debtors' Chapter 11 Cases under section 105 of the
Bankruptcy Code and Fed.R.Bankr.P. 1015(b).

          (a) On December 18, 2002, the Bankruptcy Court entered an order
     granting the joint administration of the Initial Debtors' cases.

          (b) On February 3, 2003, the Bankruptcy Court entered an order
     granting joint administration of the CFC Subsidiary Debtors' Chapter 11
     cases with the Initial Debtors' Chapter 11 cases.

     5.   Motion for Case Management Procedures

          On December 18, 2002 (as subsequently amended on January 2, 2003, and
January 14, 2003), the Bankruptcy Court entered an order under sections 102(1)
and 105(a) of the Bankruptcy Code establishing certain notice, case management
and administrative procedures for the Debtors' Chapter 11 cases.

     6.   Motion to Pay Employee Wages and Associated Benefits

          The Holding Company Reorganizing Debtors and Finance Company Debtors
believe that their employees are a valuable asset and that any delay in paying
prepetition or postpetition compensation or benefits to their employees would
destroy their relationship with employees and irreparably harm employee morale
at a time when the dedication, confidence and cooperation of their employees is
most critical. The Bankruptcy Court granted the Finance Company Debtors' request
for authority to pay all compensation and benefits to their employees. The
authority granted allows the Holding Company Reorganizing Debtors and Finance
Company Debtors to compensate their employees for obligations payable as of the
Petition Date, as well as obligations that come due after the Petition Date.

     7.   CFC Credit Card Motion

          On December 18, 2002, the Bankruptcy Court entered an order pursuant
to sections 105 and 363 of the Bankruptcy Code (a) authorizing the Finance
Company Debtors to pay prepetition claims of certain critical private label
credit card merchants, (b) authorizing the Finance Company Debtors to pay
merchant incentive program obligations, (c) authorizing the sale of customer
accounts in the ordinary course of business; and (d) authorizing and directing
financial institutions to honor and process checks and transfers related to such
claims.

     8.   Utilities Procedures Motion

          On December 18, 2002, the Bankruptcy Court entered separate orders
pursuant to section 366 of the Bankruptcy Code (a) deeming the utilities of the
Finance Company Debtors adequately assured of future performance and (b) deeming
the utilities of the Reorganizing Debtors adequately assured of future
performance. With respect to the Finance Company Debtors, the Bankruptcy Court
established procedures for determining adequate assurances pursuant to section
366 of the Bankruptcy Code. The procedures required any utility company seeking
adequate assurance to make that request in writing addressed to the Finance
Company Debtors' counsel within thirty days after entry of the December 18,
2002, order. If the Finance Company Debtors believed the request was reasonable,
they were entitled to pay that amount without further order of the Court. If the
Finance Company Debtors disagreed with the request, however, they were to
promptly schedule a hearing to determine adequate assurance of payment to that
utility company. Nonetheless, the requesting utility company was deemed to have
adequate assurance of payment until the Bankruptcy Court entered a further order
in connection with the hearing or otherwise with respect to that utility
company's request.

                                       28
<PAGE>


     9.   Motion to Pay Certain Essential Trade Vendors

          On December 18, 2002, the Bankruptcy Court entered an order pursuant
to sections 105 and 363 of the Bankruptcy Code (a) authorizing the Finance
Company Debtors to pay prepetition claims of critical vendors and service
providers, including those vendors providing service to the Finance Company
Debtors' non-debtor subsidiaries (the "Critical Vendors") and (b) authorizing
financial institutions to honor and process checks and transfers related to
critical vendor or service provider claims. The Finance Company Debtors are
authorized to pay prepetition claims to Critical Vendors, in their sole
discretion, in an amount not to exceed $18 million.

     10.  Motion to Perform Contractual Obligations with Certain Insurance
          Agencies

          On February 3, 2003, the Bankruptcy Court entered an order pursuant to
sections 105(a), 362, 363(b) and 553 of the Bankruptcy Code authorizing Conseco
Agency, Inc., Conseco Agency of Nevada, Inc., Conseco Agency of New York, Inc.,
Conseco Agency of Alabama, Inc., Conseco Agency of Kentucky, Inc. and Crum-Reed
General Agency, Inc. (collectively, the "Agency Debtors") to continue to (a)
perform their contractual obligations with certain insurance companies (the
"Agency Agreements"), including the collection and remittance of insurance
premiums; (b) remit any prepetition amounts owing under the Agency Agreements to
applicable insurance companies; and (c) remit insurance premium payments to
applicable insurance companies. By this order, the Bankruptcy Court also
authorized and directed financial institutions to honor and process checks and
transfers related to the foregoing transactions.

     11.  Motions for Authority to Continue the Key Employee Retention Program

          The Holding Company Reorganizing Debtors and Finance Company Debtors
believe that it is imperative to stabilize their workforces at this critical
juncture of the Chapter 11 Cases to ensure that the necessary complement of
employees required to proceed with the Debtors' respective reorganizations are
in place. On January 14, 2003, (with respect to the Finance Company Debtors) and
on January 29, 2003 (with respect to the Holding Company Reorganizing Debtors),
the Bankruptcy Court granted the request for authority to continue, and approved
the terms of, an enhanced key employee retention program. In addition, on or
about January 31, 2003, the Holding Company Reorganizing Debtors also filed a
motion to implement a key employee retention program for their senior management
(the "Senior Management KERP"). On February 21, 2003, the Bankruptcy Court
granted the Senior Management KERP requests authorizing the Holding Company
Reorganizing Debtors to implement a key employee retention program for certain
senior management that has two components: (i) an annual incentive bonus and
(ii) severance.

     12.  Motion for CFC to Continue Servicing Originating and Selling Customer
          Loans

          On December 18, 2002, the Bankruptcy Court entered an order under
sections 105(a) and 363(c) of the Bankruptcy Code (a) authorizing the Finance
Company Debtors to honor their obligations in connection with the (i) servicing
of existing loans, and (ii) the funding of approved customer loans; (b)
authorizing the Finance Company Debtors to sell and securitize loans in the
ordinary course of business and approving notice procedures thereto; and (c)
authorizing and directing banks to honor checks and wire transfers. Pursuant to
this order, the Finance Company Debtors, in their sole discretion, can choose to
honor any commitments with respect to PSA Loans or Pipeline Loans. The Finance
Company Debtors' must provide notice to interested parties of any proposed loan
sale and answer any objection to such sale at a hearing. Nothing within this
motion constitutes the assumption of any contract, the creation of any rights in
favor of any entity, or the authorization of the Holding Company Debtors to make
any of the authorized payments in the order, except to the extent later
authorized by the Bankruptcy Court.

     13.  Motion to Employ Ordinary Course Professionals

          On January 14, 2003, the Bankruptcy Court entered an order under
sections 105(a) and 327 of the Bankruptcy Code authorizing the Initial Debtors
to employ and compensate certain professionals utilized in the ordinary course
of the Debtors' business. Pursuant to this order, the Debtors are allowed to
retain all professionals

                                       29
<PAGE>

listed in the order, with a maximum monthly compensation of $50,000 to each
professional. Any payments above $50,000 must be approved by the Bankruptcy
Court. This order was later extended to the CFC Subsidiary Debtors.

     14.  Motion to Limit Trading of Holding Company Equity

          On January 14, 2003, (as amended January 21, 2003) the Bankruptcy
Court entered an order under sections 105(a), 362(a)(3) and 541 of the
Bankruptcy Code (a) limiting certain transfers of, and trading in, equity
interests of Conseco, and (b) approving related notification procedures.
Pursuant to this order, any person or entity who directly or indirectly owns
more than 5% of the fair market value of the common stock of Conseco cannot
purchase or sell any Conseco equity securities (including options to acquire
stock) without filing a notice to the Bankruptcy Court. Upon the filing of this
notice, the Holding Company Debtors have fifteen (15) days to object or approve
the transaction. If the Holding Company Debtors do not respond within this time
period, the transaction can proceed solely under the proposed terms.

     15.  Motion for Procedures for Sale or Abandonment of De Minimis Assets

          On January 15, 2003, the Bankruptcy Court entered an order
establishing certain procedures for the sale or abandonment of de minimis assets
held by the Debtors in these chapter 11 cases (the "De Minimis Asset
Procedures"). Pursuant to the De Minimis Asset Procedures, the Debtors may sell
or abandon any de minimis asset with a value of less than $50,000 upon five (5)
day negative notice to all counterparties thereto.

     16.  Motion for an Extension of Time to Assume or Reject Nonresidential
          Real Property Leases

          The Bankruptcy Court has entered two, separate orders granting the
Debtors relief under section 365(d)(4) of the Bankruptcy Code.

          (a) On January 29, 2003, the Bankruptcy Court entered an order
     extending the time period within which the Initial Debtors are required to
     assume or reject unexpired leases of nonresidential real property. Pursuant
     to this order, the Initial Debtors' time to assume or reject nonresidential
     real property leases is extended through August 14, 2003.

          (b) On March 20, 2003, the Bankruptcy Court entered an order extending
     the time period within which the CFC Subsidiary Debtors are required to
     assume or reject unexpired leases of nonresidential real property. Pursuant
     to this order, the CFC Subsidiary Debtors' time to assume or reject
     nonresidential real property leases is extended through August 14, 2003.

     17.  CFC Subsidiary Debtors' Applicability Motion

          On February 3, 2003, the Bankruptcy Court entered an order pursuant to
     sections 101 and 105(a) of the Bankruptcy Code directing that certain
     orders entered or pending in the Chapter 11 Cases of the Initial Debtors
     apply to the CFC Subsidiary Debtors. The complete lists of the entered and
     pending orders that apply to the CFC Subsidiary Debtors pursuant to this
     applicability motion are attached to the order as Exhibits A and B.

     18.  Schedules and Statements

          On February 5, 2003, CFC and CFSC filed their respective schedules of
assets and liabilities and statements of financial affairs (the "Schedules")
with the Bankruptcy Court. Interested parties may review the Schedules at the
office of the Clerk of the Bankruptcy Court for the Northern District of
Illinois, Everett McKinley Dirksen Building, 219 S. Dearborn, Chicago, Illinois
60604, or may obtain them from the website www.bmccorp.net/conseco.

     19.  Motion to Enter Into Replacement Financing

          On February 26, 2003, the Bankruptcy Court entered an order
authorizing the Finance Company Debtors to pay Goldman Sachs Credit Partners LP
(collectively, "Goldman") an interim commitment fee and

                                       30
<PAGE>

expense reimbursement to preserve their ability to enter into a replacement
debtor-in-possession facility. This replacement financing would secure
post-petition financing through the confirmation of the Plan, allows for pay-off
of the pre-existing debtor-in-possession financing and permits the Debtors to
convert the new financing into exit financing after confirmation of a plan of
reorganization. On March 4, 2003, the Finance Company Debtors filed a motion
seeking approval of the terms of the Goldman replacement financing, which motion
was set for a hearing on March 20, 2003. In light of the orders approving the
sale of the CFC Assets to CFN and GE, however, the Finance Company Debtors
withdrew this motion on March 20, 2003.

     20.  Motion to Extend Period to Remove Actions

          On March 20, 2003, the Bankruptcy Court entered an order extending the
period within which the Debtors may remove actions from state and non-bankruptcy
federal court pursuant to 28 U.S.C. ss. 1452 and Fed.R.Bankr.P. 9027 through and
including September 11, 2003.

     21.  Motion to Renew U.S. Bank Letter of Credit

          On March 20, 2003, the Bankruptcy Court entered an order under
authorizing CIHC, Incorporated ("CIHC") to enter into a pledge agreement and
$5,000,000 replacement letter of credit agreement with US Bank National
Association ("US Bank"). The original letter of credit, between Conseco, Inc.
("Conseco") and US Bank, and in favor of Bank One, NA ("Bank One"), would expire
on March 31, 2003. Pursuant to the replacement letter of credit, Bank One will
continue as the Debtors' automated clearing house processing bank.

     22.  Motion to Enforce the Automatic Stay, Demand the Turnover of Property,
          Settle Valid Lien Claims and Foreclose On, Sell, or Otherwise Transfer
          Property Free and Clear of All Liens

          On March 20, 2003, the Bankruptcy Court entered a final order, (i)
enforcing the automatic stay in respect of lien claims on property securing
loans owned, originated or serviced by the Finance Company Debtors, (ii)
authorizing the Finance Company Debtors to demand the turnover of certain
property of the estates, (iii) authorizing the Finance Company Debtors to settle
valid lien claims and to foreclose on, sell or otherwise transfer title to such
property free and clear of all liens.

     23.  Motion for Contract and Lease Rejection Procedures

          On March 20, 2003, the Bankruptcy Court entered an order establishing
certain procedures for the rejection of executory contracts and unexpired leases
in these chapter 11 cases (the "Rejection Procedures"). Pursuant to the
Rejection Procedures, the Debtors may reject any executory contract or unexpired
lease upon a fourteen-day negative notice to all counterparties thereto.

     24.  Motion to Establish Solicitation Procedures

          On April 1, 2003, the Debtors filed a motion to establish solicitation
procedures for the Finance Company Debtors Plan which will be heard on April
[__], 2003. By this Motion, the Debtors seek entry of an order (a) approving the
adequacy of this Disclosure Statement; (b) scheduling a confirmation hearing for
the Plan; (c) establishing a Plan Objection Deadline; (d) approving the form of
Ballots, the voting deadline and solicitation procedures; and (e) approving the
form and manner of notices.

C.   APPOINTMENT OF THE OFFICIAL COMMITTEES

     On January 3, 2003, the Office of the United States Trustee appointed three
official committees in the jointly administered Chapter 11 Cases (collectively,
the "Official Committees"): (i) Official Committee of the Holding Company
Reorganizing Debtors (the "Conseco Creditors Committee"); (ii) Official
Committee of the Finance Company Debtors (the "CFC Creditors Committee") and
(iii) Official Committee of the Trust Preferred Securities (the "TOPrS Creditors
Committee").

                                       31
<PAGE>


     The members of the Conseco Creditors Committee are The Bank of New York,
Bank of America, N.A., Angelo, Gordon & Co., L.P., Appaloosa Mgmt., L.P., HSBC
Bank USA, Metropolitan West Asset Management LLC and First Pacific Advisors,
Inc. The Conseco Creditors Committee retained Fried, Frank, Harris, Shriver &
Jacobson and Mayer, Brown, Rowe & Maw as its legal advisors and Houlihan Lokey
Howard & Zukin LLP and Greenhill & Co, LLC as its Advisors.

     The members of the CFC Creditors Committee are U.S. Bank National
Association, Millenium Partners, L.P., Prudential Insurance Company,
Commonwealth Advisors, Inc., Deutsche Asset Management, Jefferson Pilot
Financial Insurance Company and Morgan Keegan. The CFC Creditors Committee
retained Becker & Poliakoff and Greenberg Traurig as its legal advisors and
Huron Consulting Group LLC as its Advisors. On March 20, 2003, the Bankruptcy
Court entered an order approving Becker & Poliakoff's motion to withdraw as
counsel to the CFC Creditors Committee.

     The members of the TOPrS Creditors Committee are Paul Floto, United Capital
Markets, Inc. and Oppenheimer Capital. The TOPrS Creditors Committee retained
Saul Ewing LLP and Jenner & Block as its legal advisors and Raymond James as its
Advisors. The TOPrS Creditors Committee also retained Fox-Pitt, Kelton Inc. as
its insurance company valuation expert and Watson Wyatt Insurance & Financial
Services, Inc. as its actuarial consultant.

     Since then the Official Committees were formed, the Holding Company
Reorganizing Debtors and Finance Company Debtors have consulted with them
concerning the administration of the Chapter 11 Cases. The Debtors have kept the
Official Committees informed about their operations and have sought their
concurrence to the extent that their respective constituencies would be affected
by actions and transactions taken outside of the ordinary course of their
businesses. The Official Committees have participated actively, together with
the Holding Company Reorganizing Debtors' and Finance Company Debtors'
management and professionals, in among other things, reviewing the their
business plan and operations.

D.   ASSUMPTION/REJECTION OF CONTRACTS AND LEASES

     Pursuant to section 365 of the Bankruptcy Code, the Finance Company Debtors
may either assume, assume and assign, or reject executory contracts and
unexpired leases of real and personal property, subject to the approval of the
Bankruptcy Court. As a condition to assumption, or assumption and assignment,
the Finance Company Debtors must cure all existing defaults under the contract
or lease. If the contract or lease is rejected, any resulting rejection damages
are treated as prepetition unsecured claims. Generally, and with certain
exceptions, postpetition obligations arising under a contract or lease must be
paid in full in the ordinary course of business. On March 20, 2003, the Court
entered an order, pursuant to sections 365 and 554 of the Bankruptcy Code
authorizing and approving an expedited procedure for the rejection of executory
contracts and unexpired leases of non-residential real property and abandonment
of property of the Debtors.

     On December 17, 2003, the Bankruptcy Court entered an order extending the
time for CFC and CFSC (together with the Holding Company Reorganizing Debtors)
to assume, assume and assign, or reject unexpired leases of non-residential real
property through and including August 14, 2003. Subsequently, after their
February 3, 2003, bankruptcy filing, the CFC Subsidiary Debtors filed a similar
motion to extend the time to assume, assume and assign, or reject unexpired
leases of non-residential real property through and including August 14, 2003,
which the Bankruptcy Court granted on March 20, 2003.

     The Finance Company Debtors, together with CFN and GE, are currently in the
process of identifying the executory contracts, unexpired personal leases and
unexpired non-residential real property leases that CFN and/or GE wish to
acquire as part of its respective purchase of the Finance Company Debtors'
assets. As this process continues, it is anticipated that the Finance Company
Debtors will continue to reject certain executory contracts, unexpired personal
leases and unexpired non-residential real property leases that are not sought by
CFN and/or GE and that hold no other prospect of bringing additional value to
the estate.

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<PAGE>


E.   PENDING LITIGATION AND THE AUTOMATIC STAY

     The following are substantial litigation issues that are currently pending
by or against the Finance Company Debtors:

     1.   D&O Loans Litigation.

          Beginning in 1996, certain officers and directors of Conseco
personally borrowed money to purchase the common stock of Conseco under credit
facilities provided by Bank of America, N.A., JP Morgan Chase Bank and various
other lending institutions (the "D&O Facilities"). Conseco guaranteed the
personal loans of its officers and directors under the D&O Facilities. The
principal amount due and owing under the D&O Facilities currently exceeds $483
million. In addition to the principal amounts still owed to the lending banks,
the directors and officers also owe Conseco and/or its affiliates certain
amounts under the D&O Facilities for the amounts paid by Conseco and/or its
affiliates to the lending banks under the D&O Facilities. The Holding Company
Reorganizing Debtors' Plan proposes to pay the amounts due and owing under the
D&O Facilities directly to the lending banks. The Holding Company Reorganizing
Debtors' Plan also proposes to release certain of the directors and officers
from any responsibility to repay the amounts borrowed under the D&O Facilities.

     2.   Significant Prepetition Litigation

          (a) Bazzle v. Green Tree Financial Corporation, n/k/a Conseco Finance
Corp.

          Green Tree Financial Corporation, n/k/a Conseco Finance Corp., was
named as a defendant in three separate class action lawsuits brought in 1996 and
1997 in three different South Carolina state courts (the "Class Actions"). In
one case (the "Lackey Case"), the arbitrator awarded the plaintiff class
$14,598,742.00. In the second case (the "Bazzle Case"), the arbitrator awarded
the plaintiff class $14,598,742.00. Finally, in the third case, the Court of
Common Pleas of Richland County awarded the plaintiff class $1,078,768.00.

          CFC posted a supersedeas bond for each of its appeals in the Lackey
Case and the Bazzle Case (the "Bonds"). The Bonds were originated in amounts
sufficient to cover the judgment amount, interest on the judgment for 12 months,
and the cost of the appeal to the South Carolina Supreme Court. In the Lackey
Case, the bond amount was $14,600,000.00. The bond amount in the Bazzle Case was
originally $16,800,000.00 which was increased to a total bond amount of
$19,314,279.90.

          The arbitration awards in the Lackey Case and the Bazzle Case were
confirmed by the South Carolina Circuit Court. The Lackey Case and the Bazzle
Case were consolidated by the South Carolina Supreme Court (the "Bond Cases"),
and the South Carolina Supreme Court affirmed the arbitration awards on August
26, 2002. On October 23, 2002, CFC filed a Petition for Certiorari before the
U.S. Supreme Court. During the pendency of the appeal to the U.S. Supreme Court,
CFC was directed by circuit court order to tender periodic payments of interest
on the Bonds. However, the proceeds from the Bonds are not payable until the
final disposition of the Bond Cases by the U.S. Supreme Court.

          CFC's Petition for Certiorari was granted by the Supreme Court on
January 10, 2003. Prior to this decision, the Finance Company Debtors, including
CFC, filed the Chapter 11 Cases. On January 21, 2003, the Bankruptcy Court
granted CFC's emergency motion to lift the automatic stay pursuant to section
362(d) of the Bankruptcy Code thereby allowing the Bond Cases to be heard by the
U.S. Supreme Court. The Supreme Court will hear oral arguments in the Bond Cases
on April 22, 2003.

          (b) Casas Litigation

          Conseco Finance, Inc. was named as a defendant in a class action
lawsuit filed by David Casas, Troy Clark, Patrick Hogan, Linda Souder and
William Soule on June 21, 2000, in the United States District Court in the
District of Minnesota. The plaintiffs, who are or were employed by Conseco
Finance, Inc. as loan specialists, claim Conseco Finance, Inc. violated the
Federal Fair Labor Standards Act and the Minnesota Fair Labor Act by having the
plaintiffs routinely work in excess of forty (40) and forty-eight (48) hours
without compensation.

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<PAGE>

Currently, as of January 6, 2003, this case is closed administratively, subject
to the automatic stay pursuant to section 362 of the Bankruptcy Code.

     3.   Adversary Proceedings Filed in the Finance Company Debtors' Chapter 11
          Cases

          Listed below are the major adversary proceedings filed in these
Chapter 11 Cases. There are certain other adversary proceedings with an impact
on the Holding Company Reorganizing Debtors' chapter 11 cases.

          (a) Peter W. Nauert v. CICH, Inc., 03-00452.

          Mr. Nauert, alleges that certain amounts of deferred income, which are
held in a so-called rabbi trust, are not property of the estate. On March 24,
2003, the Debtors answered Mr. Nauert's complaint. Discovery is ongoing in this
matter.

          (b) Conseco, Inc. v. Donald J. Trump, 03-00642.

          On January 15, 2002, Carmel Fifth, LLC ("Carmel"), an indirect, wholly
owned subsidiary of CNC, exercised its rights to require 767 Manager, LLC
("Manager"), an affiliate of Donald J. Trump, to elect within 60 days, either to
acquire Carmel's interests in 767 LLC for $499.4 million, or to sell its
interests in 767 LLC to Carmel for $15.6 million (the "Buy/Sell Right"). Such
rights were exercised pursuant to the Limited Liability Company Agreement of 767
LLC. 767 LLC is a Delaware limited liability company that indirectly owns the
General Motors Building, a 50-story office building in New York, New York (the
"GM Building"). 767 LLC is owned by Carmel and Manager. On February 6, 2002, Mr.
Trump commenced a civil action against CNC, Carmel and 767 LLC in New York State
Supreme Court, entitled Donald J. Trump v. Conseco, Inc., et al. (the "State
Court Action"). Plaintiff claims that CNC and Carmel breached an agreement,
dated July 3, 2001, to sell Carmel's interests in 767 LLC to plaintiff for $295
million on or before September 15, 2001 (the "July 3rd Agreement").
Specifically, plaintiff claims that CNC and Carmel improperly refused to accept
a reasonable guaranty of plaintiff's payment obligations, refused to complete
the sale of Carmel's interest before the September 15, 2001 deadline, repudiated
an oral promise to extend the September 15 deadline indefinitely and repudiated
the July 3rd Agreement by exercising Carmel's Buy/Sell Right. Plaintiff asserts
claims for breach of contract, breach of the implied covenant of good faith and
fair dealing, promissory estoppel, unjust enrichment and breach of fiduciary
duty. Plaintiff is seeking compensatory and punitive damages of approximately $1
billion and declaratory and injunctive relief blocking Carmel's Buy/Sell Right.
On March 25, 2002, Carmel filed a Demand for Arbitration and Petition and
Statement of Claim with the American Arbitration Association ("AAA") to have the
issues relating to the Buy/Sell Right resolved by arbitration (the
"Arbitration"). Manager and Mr. Trump requested the New York State Supreme Court
to stay that arbitration, but the Court denied Manager's and Trump's request on
May 2, 2002, allowing the arbitration to proceed. Mr. Trump and Manager appealed
that decision to the New York Appellate Division. In addition, CNC and Carmel
filed a Motion to Dismiss Mr. Trump's lawsuit on March 25, 2002. By Stipulation
and Order, dated June 14, 2002, the State Court Action was stayed, pending
resolution of the Arbitration. CNC plans to vigorously pursue its options to
compel prompt resolution of this dispute. CNC believes that Mr. Trump's lawsuit
is without merit and intends to vigorously pursue its own rights to acquire the
GM Building. The ultimate outcome cannot be predicted with certainty. On
February 21, 2003, the Trump entities filed a proof of claim asserting a general
unsecured claim of $1 billion against CNC. On March 3, 2003, CNC and Carmel
Fifth initiated an adversary proceeding against the Trump entities. CNC and
Carmel Fifth's adversary complaint seeks declaratory and injunctive relief
against the Trump entities. CNC and Carmel Fifth's adversary action requests
that the court find (1) that the July 3rd Agreement terminated due to Trump's
failure to comply with the terms of that agreement, and (2) that the Trump
entities are required to convey their interest in 767 LLC to Carmel Fifth
pursuant to Carmel Fifth's rights under the LLC Agreement. On March 5, 2003, CNC
and Carmel Fifth, in the adversary proceeding, filed an emergency motion for
preliminary injunction and an emergency motion for expedited hearing. Through
those motions, CNC and Carmel Fifth seek: an accelerated schedule for resolution
of their claims against the Trump entities, removal of Mr. Trump from management
of the GM Building, and an order restraining Mr. Trump and the Trump entities
from interference with CNC and Carmel Fifth's efforts to market the GM Building.

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<PAGE>

          (c) Anchorage Police v. Conseco, Inc. et al., 03-00655.

          The Anchorage adversary was filed by the lead plaintiffs in a
shareholder class action that was filed in the Southern District of Indiana, and
named Conseco, Inc., Conseco Finance Corp. and various non-Debtors as
defendants. The shareholder action was settled for $120 million. $95 million of
that amount has already been paid to the shareholder plaintiffs. Under the terms
of the settlement agreement, the remaining $25 million is to be paid either by
Conseco or by Lloyd's of London (depending on which party prevails in an
insurance coverage dispute). In the adversary action, Anchorage Police seek a
declaration from the Bankruptcy Court that all 22 Debtors have a joint & several
obligation to pay the remaining $25 million in full to the shareholder
plaintiffs. Anchorage Police alleges that the $25 million in question is not
property of any of the Debtors' estates. Rather, it is being held "in trust" for
the benefit of the shareholder class. Debtors intend to move for dismissal of
this action as against all Debtors.

          (d) Matrix Asset Management Corporation v. Conseco Finance Servicing
Corp.:

          Matrix Asset Management Corporation ("Matrix") contractually agreed
(the "Agreements") to maintain and arrange for the sale of properties owned or
serviced by Conseco Finance Servicing Corp ("CSFC"). Under these Agreements,
Matrix would typically receive payment after the sale of the property for their
services and any reimbursement for expenses incurred. After filing for chapter
11 protection, CSFC started deducting any prepetition expenses from Matrix's
reimbursement pursuant to section 362 of the Bankruptcy Code. On March 6, 2003,
Matrix filed a complaint to recover these prepetition expenses. CSFC filed an
answer on March 31, 2003, and the hearing is set for April 14, 2003.

F.   CLAIMS PROCESS AND CLAIMS BAR DATES

     In chapter 11, claims against a debtor are established either as a result
of being listed in a debtor's schedules of liabilities (the "Schedules") or
through assertion by the creditor in a timely filed proof of claim (each, a
"Claim"). Claims asserted by creditors are either allowed or disallowed. If
allowed, the Claim will be recognized and treated pursuant to the plan of
reorganization. If disallowed, the creditor will have no right to obtain any
recovery on or otherwise enforce the Claim against the debtor.

     1.   Filing of Schedules of Liabilities

          On February 5, 2003, CFC and CFSC filed their Schedules with the
Bankruptcy Court. On February 19, 2003, the CFC Subsidiary Debtors filed their
Schedules with the Bankruptcy Court. The Finance Company Debtors have all
reserved the right to amend their Schedules during the remaining pendency of the
Chapter 11 Cases.

     2.   Bar Date for Nongovernmental Entities to File Proofs of Claim

          On December 17, 2003, the Reorganizing Debtors' filed their motion to
set a bar date for CNC, CIHC, Inc., CIHTC, Inc. and Partners' Health. The
Bankruptcy Court set a claims bar date of February 21, 2003, for all
nongovernmental creditor entities holding Claims against the Reorganizing
Debtors. If creditors and governmental entities do not file any claims by the
bar date, they will be barred from asserting any claims against the Reorganizing
Debtors or receiving distributions under the Plan.

          On February 20, 2003, pursuant to the Debtors' emergency motion, the
Bankruptcy Court entered an order extending the claims bar date for certain
listed D&O Credit Facility participants until the 60th day after the effective
date of any confirmed plan of reorganization for the Reorganizing Debtors.

          Also on February 20, 2003, pursuant to a joint motion of the CFC
Committee and Finance Company Debtors, the Bankruptcy Court entered an order
extending the claims bar date for the Finance Company Debtors to file claims
against the Reorganizing Debtors to April 1, 2003.

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<PAGE>

          On March 31, 2003, the Finance Company Debtors filed a motion (the
"CFC Bar Date Motion") for an order (i) approving May 15, 2003, as the bar date
for all nongovernmental Creditors to file proofs of claim, (ii) authorizing the
Finance Company Debtors to provide notice of the bar date by direct mail and
publication, and (iii) approving a bar date notice to be sent to all creditors.
The Finance Company Debtors anticipate that the Bar Date Notice will be mailed
to approximately 89,500 parties-in-interest on or about April 15, 2003,
providing approximately 30-days notice of the proposed bar date. In addition,
the Finance Company Debtors anticipate publishing the Bar Date Notice in The
Wall Street Journal (National Edition), USA Today (National Edition), The
Chicago Tribune, Indianapolis Star, Minneapolis Star Tribune and St. Paul
Pioneer Press.

     3.   Bar Date for Governmental Units To File Proofs of Claim

          The bar date for governmental units to file proofs of claim against
the Reorganizing Debtors is June 17, 2003. Similarly, the CFC Bar Date Motion
requests that the Bankruptcy Court establish the following bar dates for all
governmental units to file proofs of claim (i) June 17, 2003, for all claims
against CFC and CFSC and (ii) August 30, 2003, for all claims against the CFC
Subsidiary Debtors.

          The CFN and GE Asset Purchase Agreements contemplate that Mill Creek
Servicing Corporation, Conseco Finance Credit Card Funding Corp., Green Tree
Residual Finance Corp. I, and Green Tree Finance Corp. - 5, presently non-debtor
CFC subsidiaries, may file petitions under chapter 11 of the Bankruptcy Court to
facilitate the Sale Transactions. To the extent that any of these entities file
such petitions, the governmental bar date shall be set at 180 days after the
petition date.

     4.   Claims Objection Process

          The Finance Company Debtors anticipate that, when the various bar
dates expire, we will begin evaluating the proofs of claim to determine whether
to file objections seeking to disallow asserted Claims. The Finance Company
Debtors anticipate that they will also reconcile the Claims listed in our
Schedules with the Claims asserted in proofs of claim and will eliminate
duplicative or erroneous Claims to ensure that the Bankruptcy Court allows only
valid Claims. If we object to a proof of claim, the Bankruptcy Court will
determine whether to allow any such Claim. To the extent that we are successful
in our claims objections, the total amount of our liabilities to be treated
under the Plan will decrease. If we do not object to a proof of claim, the Claim
will be deemed allowed and will be treated pursuant to the Plan. As appropriate,
the Finance Company Debtors may seek to negotiate and settle proofs of claim
disputes as an alternative to filing objections thereto.

G.   EXCLUSIVE PLAN PROPOSAL AND ACCEPTANCE RIGHTS

     Section 1121(b) of the Bankruptcy Code provides a debtor with an initial
period of 120 days after the commencement of a chapter 11 case during which it
has the exclusive right to file a plan or reorganization and an initial period
of 180 days to obtain acceptances to any such plan (the "Exclusive Periods"). In
addition, pursuant to section 1121(d) of the Bankruptcy Code, the Bankruptcy
Court may, upon a showing of cause, extend or increase a debtor's Exclusive
Periods.

     The Exclusive Periods to file a plan of reorganization (the "Exclusive
Filing Period") for the Initial Debtors expires on April 16, 2003, and the
Exclusive Period for the Initial Debtors to obtain acceptances to such plan (the
"Exclusive Solicitation Period") expires on June 14, 2003. The Exclusive Filing
Period for the CFC Subsidiary Debtors expires on June 3, 2003, and the Exclusive
Solicitation Period for the CFC Subsidiary Debtors expires on August 2, 2003.


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<PAGE>

                                      IV.

                      SUMMARY OF THE PLAN OF REORGANIZATION

A.   OVERVIEW OF CHAPTER 11

     Chapter 11 is the principal business reorganization chapter of the
Bankruptcy Code. It authorizes a debtor to reorganize its business for the
benefit of itself, its creditors and its interest holders. Another chapter 11
goal is to promote equality of treatment for similarly situated creditors and
similarly situated interest holders with respect to the distribution of a
debtor's assets.

     The commencement of a chapter 11 case creates an estate that comprises all
of a debtor's legal and equitable interests as of the filing date. The
Bankruptcy Code provides that the debtor may continue to operate its business
and remain in possession of its property as a "debtor-in-possession."

     The principal objective of a chapter 11 case is to consummate a plan of
reorganization. The chapter 11 plan of reorganization sets forth the means for
satisfying claims against, and interests in, a debtor. Confirmation of a plan of
reorganization by the Bankruptcy Court makes the plan binding upon the debtor,
any issuer of securities under the plan, any person or entity acquiring property
under the plan and any creditor of or equity holder in the debtor, whether or
not such creditor or equity holder (a) is impaired under or has accepted the
plan or (b) receives or retains any property under the plan. Subject to certain
limited exceptions and other than as provided in the plan itself or the
confirmation order, the confirmation order discharges the debtor from any debt
that arose prior to the date of confirmation of the plan and substitutes
therefore the obligations specified under the confirmed plan.

     A chapter 11 plan may specify that the legal, contractual and equitable
right of the holders of claims or interests in classes are to remain unaltered
by the reorganization effectuated to be by the plan. Such classes are referred
to as "unimpaired" and, because of such favorable treatment, are deemed to
accept the plan. Accordingly, it is not necessary to solicit votes from the
holders of claims or equity interests in such classes. A chapter 11 plan also
may specify that certain classes will not receive any distribution of property
or retain any claim against a debtor. Such classes are deemed not to accept the
plan and, therefore, need not be solicited to vote to accept or reject the plan.
Any classes that are receiving a distribution of property under the plan but are
not "unimpaired" will be solicited to vote to accept or reject the plan.

     Section 1123 of the Bankruptcy Code provides that a plan of reorganization
shall classify the claims of a debtor's creditors and equity interest holders.
In compliance therewith, the Plan divides Claims and Equity Interests into
various Classes and sets forth the treatment for each Class. The Debtors also
are required, as discussed above, under section 1122 of the Bankruptcy Code, to
classify Claims and Equity Interests into Classes that contain Claims and Equity
Interests that are substantially similar to the other Claims and Equity
Interests in such Classes. The Debtors believe that the Plan has classified all
Claims and Equity Interests in compliance with the provisions of section 1122 of
the Bankruptcy Code, but it is possible that a Holder of a Claim or Equity
Interest may challenge the classification of Claims and Equity Interests and
that the Bankruptcy Court may find that a different classification is required
for the Plan to be confirmed. In such event, the Debtors intend, to the extent
permitted by the Bankruptcy Court and the Plan, to make such reasonable
modifications of the classifications under the Plan to permit confirmation and
to use the Plan acceptances received in this solicitation for the purpose of
obtaining the approval of the reconstituted Class or Classes of which the
accepting Holder is ultimately deemed to be a member. Any such reclassification
could adversely affect the Class in which such Holder was initially a member, or
any other Class under the Plan, by changing the composition of such Class and
the vote required of that Class for approval of the Plan.

     The Debtors (and each of their respective Affiliates, agents, directors,
officers, employees, advisors and attorneys), the Unofficial Noteholders'
Committee, the Unofficial Lenders' Committee, and the Official Committees, and
each of the members of such committees (and each of their respective Affiliates,
agents, directors, officers, employees, advisors, and attorneys) have, and upon
confirmation of the Plan will be deemed to have, participated in good faith and
in compliance with the applicable provisions of the Bankruptcy Code with regard
to the distributions of the securities under the Plan, and therefore are not,
and on account of such distributions will not

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<PAGE>

be, liable at any time for the violation of any applicable law, rule, or
regulation governing the solicitation of acceptances or rejections of the Plan
or such distributions made pursuant to the Plan.

THE REMAINDER OF THIS SECTION SUMMARIZES THE STRUCTURE AND MEANS FOR
IMPLEMENTING THE PLAN AND HOW THE PLAN CLASSIFIES AND TREATS CLAIMS AND EQUITY
INTERESTS, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE PLAN (AS WELL AS
THE EXHIBITS THERETO AND DEFINITIONS THEREIN).

THE STATEMENTS CONTAINED IN THIS DISCLOSURE STATEMENT INCLUDE SUMMARIES OF THE
PROVISIONS CONTAINED IN THE PLAN AND IN THE DOCUMENTS REFERRED TO THEREIN. THE
STATEMENTS CONTAINED IN THIS DISCLOSURE STATEMENT DO NOT PURPORT TO BE PRECISE
OR COMPLETE STATEMENTS OF ALL THE TERMS AND PROVISIONS OF THE PLAN OR DOCUMENTS
REFERRED THEREIN, AND REFERENCE IS MADE TO THE PLAN AND TO SUCH DOCUMENTS FOR
THE FULL AND COMPLETE STATEMENT OF SUCH TERMS AND PROVISIONS OF THE PLAN OR
DOCUMENTS REFERRED TO THEREIN, AND REFERENCE IS MADE TO THE PLAN AND TO SUCH
DOCUMENTS FOR THE FULL AND COMPLETE STATEMENTS OF SUCH TERMS AND PROVISIONS.

THE PLAN ITSELF AND THE DOCUMENTS THEREIN CONTROL THE ACTUAL TREATMENT OF CLAIMS
AGAINST, AND EQUITY INTERESTS IN, THE FINANCE COMPANY DEBTORS UNDER THE PLAN AND
WILL, UPON THE OCCURRENCE OF THE EFFECTIVE DATE, BE BINDING UPON ALL HOLDERS OF
CLAIMS AGAINST AND EQUITY INTERESTS IN THE FINANCE COMPANY DEBTORS, THE FINANCE
COMPANY DEBTORS' ESTATES, THE LIQUIDATED DEBTORS, ALL PARTIES RECEIVING PROPERTY
UNDER THE PLAN, AND OTHER PARTIES IN INTEREST. IN THE EVENT OF ANY CONFLICT
BETWEEN THIS DISCLOSURE STATEMENT, ON THE ONE HAND, AND THE PLAN OR ANY OTHER
OPERATIVE DOCUMENT, ON THE OTHER HAND, THE TERMS OF THE PLAN AND/OR SUCH OTHER
OPERATIVE DOCUMENT SHALL CONTROL.

THE DISCUSSION OF THE PLAN SET FORTH BELOW IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO THE MORE DETAILED PROVISIONS SET FORTH IN THE PLAN AND ITS
EXHIBITS, THE TERMS OF WHICH ARE CONTROLLING. HOLDERS OF CLAIMS OR INTERESTS AND
OTHER INTERESTED PARTIES ARE URGED TO READ THE PLAN AND THE EXHIBITS THERETO IN
THEIR ENTIRETY SO THAT THEY MAY MAKE AN INFORMED JUDGMENT CONCERNING THE PLAN.

B.   GENERALLY

     1.   Liquidating Plan of Reorganization

          The Plan is a liquidating chapter 11 plan of reorganization that
provides for the orderly liquidation of all of the Finance Company Debtors and
the New Filing Entities assets, the determination of all Claims and the
distribution of the proceeds of the assets to creditors. Pursuant to the Plan,
the Finance Company Debtors on their own behalf and on behalf of holders of
Allowed Claims shall execute the Post-Consummation Estate Agreement and take all
other steps necessary to establish the Post-Consummation Estate pursuant to the
Post-Consummation Estate Agreement (as discussed below). On the Effective Date,
and in accordance with and pursuant to the terms of the Plan, the Finance
Company Debtors shall transfer to the Post-Consummation Estate all of their
right, title and interest in all of the Post-Consummation Estate Assets
(including unless otherwise provided for in the Plan, the purchase price paid by
the respective purchasers under the Purchase Agreements). In connection with the
transfer of these assets, including rights and causes of action (including
Bankruptcy Causes of Action), any attorney-client privilege, work-product
privilege, or other privilege or immunity attaching to any documents or
communications whether written or oral) transferred to the Post-Consummation
Estate shall vest in the Post-Consummation Estate and its representatives, and
the Debtors and the Post-Consummation Estate are authorized to take all
necessary actions to effectuate the transfer of such privileges.

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<PAGE>

     2.   The Post-Consummation Estate

          The Post-Consummation Estate shall be established for the primary
purpose of liquidating its assets, in accordance with Tres. Reg. ss.
301.7701-4(d), with no objective to continue or engage in the conduct of a trade
or business, except to the extent reasonably necessary to, and consistent with,
the liquidating purpose of the Post-Consummation Estate. The Post-Consummation
Estate shall not be deemed a successor-in-interest of the Finance Company
Debtors or the Reorganizing Debtors for any purpose other than as specifically
set forth herein or in the Post Confirmation Estate Agreement. The
Post-Consummation Estate is intended to qualify as a "grantor trust" for federal
income tax purposes with the Beneficiaries treated as grantors and owners of the
trust.

     3.   Substantive Consolidation

          As set forth in Article II.A of the Plan, on the Effective Date, the
Finance Company Debtors' Estates and the New Filing Entities' Estates shall be
substantively consolidated pursuant to sections 105(a) and 1123(a)(5)(C) of the
Bankruptcy Code. As a result of the substantive consolidation, on the Effective
Date, all property and Litigation Claims of the Finance Company Debtors' Estates
and the New Filing Entities' Estates and all Claims against the Finance Company
Debtors, the New Filing Entities, or their respective Estates shall be deemed to
be pooled for purposes of allowance, treatment and distributions under the Plan.

          (a) Other Effects of Substantive Consolidation

          As set forth in Article II of the Plan, as a result of substantive
consolidation, a Holder of Claims against one or more of the Finance Company
Debtors, the New Filing Entities or their respective Estates arising from or
relating to the same underlying debt that would otherwise constitute Allowed
Claims against two or more of the Finance Company Debtors and/or the New Filing
Entities, including Claims based on joint and several liability, contribution,
indemnity, subrogation, reimbursement, surety, guaranty, co-maker and similar
concepts, shall have only one Allowed Claim on account of such Claims. In
addition, all Claims between and among the Finance Company Debtors, the New
Filing Entities and their respective Estates are eliminated as a result of
substantive consolidation under the Plan.

          (b) Procedure for Asserting Claims Against and Interests in the
Confirmation Filing Entities

          To implement the substantive consolidation of the each of the Finance
Company Debtors together with the New Filing Entities, at or before the mailing
of this Disclosure Statement to the holders of Claims and Interests and other
parties in interest, the Debtors will be mailing a separate notice informing the
creditors of the New Filing Entities of (1) the proposed substantive
consolidation of the Finance Company Debtors' Estates and the estates of the New
Filing Entities under the Plan, and (2) the requirement under the Plan that the
Bankruptcy Court issue a separate order at or before the hearing on the
Disclosure Statement ordering that any and all Claims against the New Filing
Entities must be filed with the Bankruptcy Court and delivered to the attorneys
for the Chapter 11 Trustee on or before a date set by the Bankruptcy Court that
is no later than the last day and time set by the Bankruptcy Court for the
filing and delivery of objections to the confirmation of the Plan, or such
Claims shall be forever barred from participating in any distributions from the
Finance Company Debtors' Estates, the New Filing Entities' Estates, any
consolidated bankruptcy estate of the Finance Company Debtors and/or the New
Filing Entities, the Post-Consummation Estate, the trustee thereof or any of
their current and future officers, directors, employees, professionals, agents
and representatives.

          (c) Legal Analysis of Substantive Consolidation

          Substantive consolidation is an equitable doctrine that permits the
Bankruptcy Court to merge the assets and liabilities of affiliated entities so
that the combined assets and liabilities are treated as though held by one
entity. Generally speaking, the power of the Bankruptcy Court to order
substantive consolidation is found in section 105(a) of the Bankruptcy Code,
which provides in pertinent part that the "court may issue any order, process,
or judgment that is necessary or appropriate to carry out the provisions of" the
Bankruptcy Code. There are no express criteria in the Bankruptcy Code or the
Federal Rules of Bankruptcy Procedure for substantive consolidation, but over
the years courts have articulated the legal basis for substantive consolidation.
See In re Standard Brands Paint

                                       39
<PAGE>

Co., 154 B.R. 563 (Bankr. C.D. Cal. 1993) (motion for substantive consolidation
of five chapter 11 bankruptcy estates granted); In re Bonham, 229 F.3d 750 (9th
Cir. 2000); Meyer v. Hammes, 187 B.R. 281, 284 (S.D. Ind. 1995); Matter of
Steury, 94 B.R. 553, 554 (Bankr. N.D. Ind. 1988); Eastgroup Properties v.
Southern Motel Association, Ltd., 935 F.2d 245, 248 (11th Cir. (Fla.) 1991)
(citing Union Savings Bank v. Augie/Restivo Baking Co. (In re Augie/Restivo
Baking Co.), 860 F.2d 515, 518 & n. 1 (2d Cir. 1988); Drabkin v. Midland-Ross
Corp. (In re Auto-train Corp.), 810 F.2d 270, 276 (D.C. Cir. 1987)). As an
equitable doctrine, the doctrine of substantive consolidation is flexible and
the Bankruptcy Court has the power to modify substantive consolidation to meet
the specific needs of each particular case. In re Parkway Calabasas, Ltd., 89
B.R. 832, 837 (Bankr. C.D. Cal. 1988). Courts routinely order complete
substantive consolidation in chapter 11 cases, particularly in cases such as the
Chapter 11 Cases, where the Finance Company Debtors are liquidating and
transferring all Retained Assets to the Post-Consummation Estate.

          In determining whether to substantively consolidate debtors' estates,
a court must weigh "the economic prejudice of continued debtor separateness
versus the economic prejudice of consolidation." Matter of Steury, 94 B.R. at
554 (quoting In re Snider Bros., Inc., 18 B.R. 230, 238 (Bankr. D. Mass. 1982)).
As part of its deliberative process, the court should consider (i) whether there
is a need to substantively consolidate and (ii) whether the benefits of
consolidation outweigh whatever harm it might create. Matter of Steury, 94 B.R.
at 554. Ultimately then, the court must be persuaded that "the creditors will
suffer greater prejudice in the absence of consolidation than the debtors (and
any objecting creditors) will suffer from its imposition." Id., at 554-55
(quoting Holywell Corp. v. Bank of New York, 59 B.R. 340, 347 (D.S.D. Fla.
1986)).

          (d) The Finance Company Debtors and the Confirmation Filing Entities
     Meet the Criteria for Substantive Consolidation

          The substantial interrelationship between and among the Finance
Company Debtors together with their planned liquidation and concomitant transfer
of the Residual Assets to a single Post-Consummation Estate virtually dictates
substantively consolidating the Finance Company Debtors. For example:

          o    Joint Corporate Structure

               o    CFC functions as a parent holding company for its
                    twenty-three debtor affiliates and some of its non-debtor
                    affiliates and subsidiaries;

               o    CFC officers and directors are also officers and directors
                    of CFC's subsidiaries and the officers and directors of the
                    CFC Subsidiaries are also officers and directors of CFC;

               o    CFC provides various payroll, financial, health, and other
                    benefit programs to its non-debtor affiliates and
                    subsidiaries.

          o    Joint Business Operations

               o    CFC is a holding company and the parent company to the other
                    Finance Company Debtors. The Finance Company Debtors
                    originate loans primarily through Conseco Finance Servicing
                    Corp. ("CFSC"), which is the main operating subsidiary, and
                    through its other non-debtor subsidiaries that hold lending
                    licenses in various states. Rice Park Properties
                    Corporation, a Minnesota corporation, owns the Finance
                    Company Debtors' office headquarters in St. Paul, Minnesota.

               o    In the ordinary course of business, the Finance Company
                    Debtors use a centralized cash management system for
                    operations conducted between themselves, their affiliates,
                    and third parties, including lenders. The Finance Company
                    Debtors employ an integrated accounts payable system for
                    which CFC acts as a central processor of invoices and
                    accounts payable on behalf of its

                                       40
<PAGE>
                    subsidiaries. Such systems are typically employed by
                    corporations of the Finance Company Debtors' size for
                    efficiency purposes. Specifically, CFC processes invoices on
                    account of subsidiaries and either charges against the
                    applicable subsidiary's account directly or logs such
                    invoice as an intercompany obligation, which is netted on a
                    quarterly basis or in the case of the Finance Company
                    Debtors' banking subsidiaries, on a daily basis.

C.   CONDITIONS PRECEDENT TO PLAN CONFIRMATION AND CONSUMMATION

     The Finance Company Debtors have proposed the Plan, the terms of which are
described in detail below, but such proposal is conditioned upon the occurrence
or non-occurrence of certain events and conditions. Specifically, there are
certain conditions precedent to the Debtors' seeking confirmation of the Plan,
and there are additional conditions precedent to the Debtors ultimately
consummating the Plan. These conditions, and the circumstances under which such
conditions may be waived, are discussed immediately below.

     1.   Conditions Precedent to Confirmation

          The following are conditions precedent to confirmation of the Plan
that must be (i) satisfied or (ii) waived in accordance with Article X.C. of the
Plan.

               (a) The entry of the Confirmation Order and the Substantive
          Consolidation Orders as Final Orders in form and substance
          satisfactory to the Finance Company Debtors.

               (b) The Finance Company Debtors shall have submitted the
          Post-Consummation Estate Budget.

               (c) The Plan Supplement and all of the schedules, documents, and
          exhibits contained therein shall have been filed in form and substance
          reasonably acceptable to the Finance Company Debtors.

               (d) The Plan Administrator shall be identified, in the sole
          discretion of the Debtors.

     2.   Conditions Precedent to Effective Date of the Plan

          The following are conditions precedent to Consummation of this Plan
that must be (i) satisfied or (ii) waived in accordance with Article X.C below:

          (a) The Sale Transactions shall have closed.

          (b) All other actions and documents necessary to implement the Plan
     shall have been effected or executed, including the Post-Consummation
     Estate Agreement.

          (c) The Post-Consummation Estate shall have sufficient cash to permit
     payment of all Claims pursuant to section 1129(a)(9) of the Bankruptcy
     Code.

          (d) The Post-Consummation Estate shall have sufficient Cash to permit
     payment of all expenses under the Post-Consummation Estate budget.

          (e) The Post-Consummation Estate Budget shall have been approved by
     the Bankruptcy Court.

          (f) The Professional Fee Escrow, the Employee Benefit Escrow Account,
     the Lehman Escrow Account, 93/94 Note Claim Escrow Account and the Consent
     Agreement Reserve Account shall be funded as required under the Plan.

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<PAGE>

          (g) The Holding Company Debtors' plan of reorganization shall have
     been declared effective.

     3.   Waiver of Conditions Precedent

          The Debtors, in their sole discretion, may waive any of the conditions
set forth in Article X.A or X.B above. If the Confirmation Order is vacated,
this Plan shall be null and void in all respects and nothing contained in this
Plan or the Disclosure Statement shall: (1) constitute a waiver or release of
any Claims by or against, or any Equity Interests in, the Debtors; (2) prejudice
in any manner the rights of the Finance Company Debtors; or (3) constitute an
admission, acknowledgment, offer or undertaking by the Finance Company Debtors
in any respect.

     4.   Effect of Non-Occurrence of Consummation

          If the Confirmation Order is vacated, this Plan shall be null and void
in all respects and nothing contained in this Plan or the Disclosure Statement
shall: (1) constitute a waiver or release of any Claims by or against, or any
Equity Interests in, the Finance Company Debtors; (2) prejudice in any manner
the rights of the Finance Company Debtors; or (3) constitute an admission,
acknowledgment, offer or undertaking by the Finance Company Debtors in any
respect.

D.   SEVERABILITY OF PLAN PROVISIONS

     The provisions of the Plan shall not be severable unless such severance is
agreed to by the Finance Company Debtors or, if after the Effective Date, by the
Plan Administration, on behalf of the Post Confirmation Estates, and such
severance would constitute a permissible modification of the Plan pursuant to
section 1127 of the Bankruptcy Code.

E.   CLASSIFICATION AND TREATMENT OF CLAIMS AND EQUITY INTERESTS

     1.   Summary of Unclassified Claims against all Finance Company Debtors

          (a)  DIP Facility Claims

          Pursuant to the Final DIP Order, the CFN Sale Order and the GE Sale
Order, the DIP Facility Claims will be paid in full in Cash out of the Sale
Proceeds on the earlier of the CFN Closing Date or the GE Closing Date. To the
extent any DIP Facility Claim has not been fully paid prior to the Effective
Date, subject to the provisions of sections 328, 330(a) and 331 of the
Bankruptcy Code, each Holder of an Allowed DIP Facility Claim will be paid the
full unpaid amount of such Allowed DIP Facility Claim in Cash on the Effective
Date or as soon thereafter as is practicable.

          (b) Administrative Claims

          Subject to the provisions of sections 328, 330(a) and 331 of the
Bankruptcy Code, each Holder of an Allowed Administrative Claim will be paid the
full unpaid amount of such Allowed Administrative Claim in Cash (i) on the
Effective Date or as soon thereafter as is practicable, (ii) if such
Administrative Claim is Allowed after the Effective Date, on the date such
Administrative Claim is Allowed, or as soon thereafter as is practicable, or
(iii) upon such other terms as may be agreed upon by such Holder and the
respective Reorganized Debtor or otherwise upon an order of the Bankruptcy
Court; provided that Allowed Administrative Claims representing obligations
incurred in the ordinary course of business or otherwise assumed by the Debtors
pursuant to the Plan will be assumed on the Effective Date and paid or performed
by the respective Reorganized Debtor when due in accordance with the terms and
conditions of the particular agreements governing such obligations. The Finance
Company Debtors are not obliged to pay Administrative Claims against any Holding
Company Debtors or Post-Consummation Estate.

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<PAGE>
          (c) Priority Tax Claims

          On the Effective Date or as soon as practicable thereafter, each
Holder of an Allowed Priority Tax Claim due and payable on or prior to the
Effective Date shall be paid, at the option of the respective Debtor, (d) Cash
in an amount equal to the amount of such Allowed Priority Tax Claim, or (e) Cash
over a six-year period from the date of assessment as provided in section
1129(a)(9)(C) of the Bankruptcy Code, with interest payable at a rate of 4% per
annum or such other rate as may be required by the Bankruptcy Code. The amount
of any Priority Tax Claim that is not an Allowed Claim or that is not otherwise
due and payable on or prior to the Effective Date, and the rights of the Holder
of such Claim, if any, to payment in respect thereof shall (x) be determined in
the manner in which the amount of such Claim and the rights of the Holder of
such Claim would have been resolved or adjudicated if the Chapter 11 Cases had
not been commenced, (y) survive the Effective Date and Consummation of the Plan
as if the Chapter 11 Cases had not been commenced, and (z) not be discharged
pursuant to section 1141 of the Bankruptcy Code. The Finance Company Debtors are
not obliged to pay Priority Tax Claims Allowed solely against any Holding
Company Debtors or Post-Consummation Estate.

     2.   Classification and Treatment of Classified Claims

          (a)  Class 1--Other Priority Claims

               (i)  Classification: Class 1 comprises the Other Priority Claims,
                    which are Claims against the Finance Company Debtors.

               (ii) Treatment: The legal, equitable and contractual rights of
                    the Holders of Allowed Class 1 Claims are unaltered by the
                    Plan. Unless otherwise agreed to by the Holders of the
                    Allowed Other Priority Claim and the Finance Company
                    Debtors, each Holder of an Allowed Class 1 Claim shall
                    receive, in full and final satisfaction of such Allowed
                    Class 1 Claim, one of the following treatments, in the sole
                    discretion of the Finance Company Debtors:

                    (1)  Payment of each Allowed Class 1 Claim in full in Cash
                         on the Effective Date or as soon thereafter as is
                         practicable; provided that, Class 1 Claims representing
                         obligations incurred in the ordinary course of business
                         will be paid in full in Cash when such Class 1 Claims
                         become due and owing in the ordinary course of
                         business; or

                    (2)  such Claim will be treated in any other manner so that
                         such Claim shall otherwise be rendered Unimpaired
                         pursuant to section 1124 of the Bankruptcy Code.

               (iii)Voting: Class 1 is Unimpaired and the Holders of Class 1
                    Claims are conclusively deemed to have accepted the Plan
                    pursuant to section 1126(f) of the Bankruptcy Code.
                    Therefore, the Holders of Claims in Class 1 are not entitled
                    to vote to accept or reject the Plan.

          (b)  Class 2--Other Secured Claims

               (i)  Classification: Class 2 comprises the Other Secured Claims.

               (ii) Treatment: The Plan will not alter any of the legal,
                    equitable and contractual rights of the Holders of Class 2
                    Claims. Unless otherwise agreed to by the Holder of the
                    Allowed Class 2 Claim and the Finance Company Debtors, each
                    Holder of an Allowed Class 2 Claim shall receive, in full
                    and final satisfaction of such Allowed Class 2 Claim, one of
                    the following treatments, in the sole discretion of the
                    Finance Company Debtors:

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<PAGE>

                    (1)  the payment of such Holders' Allowed Class 2 Claim in
                         full in Cash on the Effective Date;

                    (2)  the payment to Holders of the sale or disposition
                         proceeds of the collateral securing each such Allowed
                         Class 2 Claim to the extent of the value of the
                         Holder's interest in such property;

                    (3)  the surrender to each Holder of all collateral securing
                         each such Allowed Class 2 Claim without representation
                         or warranty by or further recourse against the relevant
                         Finance Company Debtor; provided that, such surrender
                         must render each such Allowed Class 2 Claim Unimpaired
                         pursuant to section 1124 of the Bankruptcy Code; or

                    (4)  treatment in any other manner so as to render the
                         Allowed Class 2 Claim otherwise Unimpaired pursuant to
                         section 1124 of the Bankruptcy Code.

               (iii)Voting: Class 2 is Unimpaired and the Holders of Class 2
                    Claims are conclusively deemed to have accepted the Plan
                    pursuant to section 1126(f) of the Bankruptcy Code.
                    Therefore, the Holders of Claims in Class 2 are not entitled
                    to vote to accept or reject the Plan.

          (c)  Class 3--Lehman Secured Claims

               (i)  Classification: Class 3 comprises the Lehman Secured Claims.

               (ii) Treatment: Holders of Allowed Class 3 Claims shall receive,
                    in full and final satisfaction of their respective Allowed
                    Class 3 Claims, the payment of Cash equal to the amount of
                    each such Allowed Class 3 Claim, payable on the Effective
                    Date or as soon thereafter as is practicable.

               (iii)Voting: Class 3 is Impaired and the Holders of Class 3
                    Claims are entitled to vote to accept or reject the Plan.

          (d)  Class 4--93/94 Note Claims

               (i)  Classification: Class 4 consists of the 93/94 Note Claims
                    against the Finance Company Debtors.

               (ii) Treatment: Holders of Allowed 93/94 Note Claims against the
                    Finance Company Debtors shall receive, in full and final
                    satisfaction of their Claims against the Finance Company
                    Debtors and the Holding Company Debtors, the payment of Cash
                    equal to the amount of each such Allowed Class 4 Claim,
                    payable on the Effective Date or as soon thereafter as is
                    practicable.

               (iii)Voting: Class 4 is Impaired Holders of Allowed Class 4
                    Claims are entitled to vote to accept or reject the Plan.

          (e)  Class 5--General Unsecured Claims

               (i)  Classification: Class 5 consists of the General Unsecured
                    Claims against the Finance Company Debtors.

                                       44
<PAGE>


               (ii) Treatment: Holders of Allowed Class 5 Claims shall receive,
                    in full and final satisfaction of their Allowed Class 5
                    Claims, their respective Pro Rata shares of the Residual
                    Cash Balance.

               (iii)Voting: Class 5 is Impaired and the Holders of Class 5
                    Claims are entitled to vote to accept or reject the Plan.

          (f)  Class 6--Equity Interests

               (i)  Classification: Class 6 comprises the Equity Interests in
                    the Finance Company Debtors.

               (ii) Treatment: On the Effective Date, Class 6 Equity Interests
                    will be cancelled and the Holders thereof will not receive
                    any distribution under the Plan pursuant to such Interests.

               (iii)Voting: Class 6 is Impaired. Class 6 Equity Interest
                    Holders are nonetheless not entitled to vote to accept or
                    reject the Plan because they will not receive any
                    distributions under the Plan. CIHC, directly or indirectly,
                    owns all of the Class 6 Equity Interests and is deemed to
                    reject the Plan.

F.   ACCEPTANCE AND REJECTION OF THE PLAN

     1.   Voting Classes

          Subject to Articles V.C and V.D of the Plan, Claim and Equity Interest
Holders in each Impaired Class of Claims and Equity Interests are entitled to
vote as a class to accept or reject the Plan. Each Holder of an Allowed Claim in
Classes 3, 4 and 5 shall be entitled to vote to accept or reject the Plan.

     2.   Acceptance by Impaired Classes

          An Impaired Class of Claims shall be deemed to have accepted the Plan
if (a) the Holders (other than any Holder designated under section 1126(e) of
the Bankruptcy Code) of at least two-thirds in amount of the Allowed Claims
actually voting in such Class have voted to accept the Plan and (b) the Holders
(other than any Holder designated under section 1126(e) of the Bankruptcy Code)
of more than one-half in number of the Allowed Claims actually voting in such
Class have voted to accept the Plan. An Impaired Class of Equity Interests shall
have accepted the Plan if Holders (other than any Holder designated under
Section 1126(e) of the Bankruptcy Code) that hold at least two-thirds in amount
of the Allowed Equity Interests actually voting in such Class have voted to
accept the Plan.

     3.   Presumed Acceptance of the Plan

          Classes 1 and 2 are Unimpaired under the Plan, and, therefore, are
presumed to have accepted the Plan pursuant to section 1126(f) of the Bankruptcy
Code.

     4.   Presumed Rejection of the Plan

          Class 6 is deemed to reject the Plan.

     5.   Non-Consensual Confirmation

          To the extent that any Impaired Class rejects the Plan or is deemed to
have rejected the Plan, the Debtors will request confirmation of the Plan as it
may be modified from time to time, under section 1129(b) of the Bankruptcy Code.
The Debtors reserve the right to alter, amend, modify, revoke or withdraw the
Plan or any

                                       45
<PAGE>

document in the Plan Supplement, including to amend or modify it to satisfy the
requirements of section 1129(b) of the Bankruptcy Code, if necessary.

G.   PLAN IMPLEMENTATION

     1.   Sale of Assets

          On or prior to the Effective Date, the Finance Company Debtors shall
consummate the Sale Transactions pursuant to the terms of the Purchase
Agreements. On the Effective Date, the Residual Assets shall be transferred to
the Post-Consummation Estate as part of the Post-Consummation Estate Assets.

     2.   Establishment of the Post-Consummation Estate

          On the Effective Date, the Finance Company Debtors, on their own
behalf and on behalf of holders of Allowed Claims shall execute the
Post-Consummation Estate Agreement and shall take all other steps necessary to
establish the Post-Consummation Estate pursuant to the Post-Consummation Estate
Agreement. On the Effective Date, and in accordance with and pursuant to the
terms of the Plan, the Finance Company Debtors shall transfer to the
Post-Consummation Estate all of their right, title, and interest in all of the
Residual Assets (including, unless otherwise provided for in the Plan, the
purchase price paid by the respective purchasers under the Purchase Agreements).
In connection with the transfer of these assets, including rights and causes of
action (including Bankruptcy Causes of Action), any attorney-client privilege,
work-product privilege, or other privilege or immunity attaching to any
documents or communications (whether written or oral) transferred to the
Post-Consummation Estate shall vest in the Post-Consummation Estate and its
representatives, and the Debtors and the Post-Consummation Estate are authorized
to take all necessary actions to effectuate the transfer of such privileges.

     3.   Funding Expenses of the Post-Consummation Estate

          The Finance Company Debtors shall be obligated to provide any funding
with respect to the Post-Consummation Estate after they transfer the
Post-Consummation Estate Assets to the Post-Consummation Estate. As more fully
described in the Post-Consummation Estate Agreement, any Cash in the
Post-Consummation Estate shall be applied in accordance with the terms of the
Post-Consummation Estate Budget, first, to the fees, costs, expenses (each of
the foregoing in an amount not to exceed amounts approved pursuant to the
Post-Consummation Estate Budget) and liabilities of the Plan Administrator,
second, to satisfy any other administrative and wind down expenses of the
Post-Consummation Estate (each in an amount not to exceed amounts approved
pursuant to the Post-Consummation Estate Budget), and third, to the
distributions provided for pursuant to the Plan.

     4.   Corporate Action

          Upon the entry of the Confirmation Order by the Bankruptcy Court, all
matters provided under the Plan involving the corporate structure of the Debtors
shall be deemed authorized and approved without any requirement of further
action by the Finance Company Debtors, the Finance Company Debtors' shareholders
or the Debtors' boards of directors. To the extent such action has not been
completed subsequent to the entry of the Substantive Consolidation Order, the
Finance Company Debtors (and their boards of directors) shall dissolve or
otherwise terminate their existence following the Effective Date and are
authorized to dissolve or terminate the existence of wholly-owned non-Debtor
subsidiaries following the Effective Date as well as any remaining health,
welfare or benefit plans. As provided in the Plan, the entry of the Substantive
Consolidation Order does not adversely affect the rights, claims, liens,
mortgages or security interests of Holders of Secured Claims in their respective
Collateral.

     5.   Appointment of Plan Administrator

          On the Effective Date, compliance with the provisions of the Plan
shall become the general responsibility of the Plan Administrator and the Plan
Administrator shall be appointed in accordance with the Post-Consummation Estate
Agreement. CFC, in its sole and absolute discretion, shall appoint the Plan
Administrator.

                                       46
<PAGE>


     6.   Cancellation of Notes, Instruments, Debentures and Equity Securities

          On the Effective Date, except to the extent provided otherwise in the
Plan, all notes, instruments, certificates and other documents evidencing Claims
and all Equity Interests in any of the Finance Company Debtors shall be canceled
and deemed terminated.

     7.   Creation of Creation of Professional Escrow Account

          On the earlier to occur of (i) the GE Closing Date, (ii) the CFN
Closing Date, or (iii) the Effective Date, the Finance Company Debtors or the
Plan Administrator, as the case may be, shall establish the Professional Escrow
Account and reserve the amounts necessary to ensure the payment of all Accrued
Professional Compensation.

     8.   Creation of Employee Benefit Escrow Account

          On the earlier to occur of (i) the GE Closing Date, (ii) the CFN
Closing Date, or (iii) the Effective Date, and to the extent funds are available
after all Administrative Claims are reserved or accrued for under the Plan, the
Post-Consummation Estate shall establish the Employee Benefit Escrow Account and
reserve the amounts necessary to ensure the payment of the Shared Employee
Benefit Liabilities. To the extent there are sufficient available funds, in no
event shall the amount so reserved on the Effective Date be less than the amount
necessary to fund the existing or potential future obligations of any Finance
Company Debtor with respect to any Shared Employee Benefit Liabilities which
have accrued or may in the future accrue with respect to Finance Company Debtor
Employees.

     9.   Creation of Lehman Escrow Account

          On the CFN Closing Date, pursuant to the CFN Sale Order, the Finance
Company Debtors or the Plan Administrator, as the case may be, shall establish
the Lehman Escrow Account and reserve the amounts necessary for the payment of
the Allowed Lehman Secured Claims under the Plan.

     10.  Creation of 93/94 Note Claim Escrow Account

          On the GE Closing Date, pursuant to the GE Sale Order, the Finance
Company Debtors or the Plan Administrator, as the case may be, shall establish
the 93/94 Note Claim Escrow Account and reserve the amounts necessary for the
payment of the Allowed 93/94 Note Claims under the Plan.

     11.  Creation of Consent Agreement Reserve Account

          On the CFN Closing Date, CFC shall fund the Consent Agreement Reserve
Account.

     12.  Retiree Benefits

          The Finance Company Debtors shall timely pay any retiree benefits as
defined in Section 1114(a) of the Bankruptcy Code to the extent that such
retiree benefits are payable by the Finance Company Debtors. Such retiree
benefits include those that arise from the plans, funds or programs described in
the Plan Supplement.

H.   EXECUTORY CONTRACTS

     1.   Assumption and Rejection of Executory Contracts and Unexpired Leases

          Any executory contracts or unexpired leases that have not expired by
their own terms on or prior to the Effective Date, which the Finance Company
Debtors have not assumed and assigned or rejected with the approval of the
Bankruptcy Court (whether as part of the Sale Transactions or otherwise), or
that are not the subject of a motion to assume the same pending as of the
Effective Date, shall be deemed rejected by the Debtors-in-

                                       47
<PAGE>

Possession on the Effective Date and the entry of the Confirmation Order by the
Bankruptcy Court shall constitute approval of such rejections pursuant to
sections 365(a) and 1123 of the Bankruptcy Code.

     2.   Rejection Claims; Cure of Defaults

          If the rejection of an executory contract or unexpired lease results
in damages to the other party or parties to such contract or lease, any Claim
for such damages, if not heretofore evidenced by a Proof of Claim that has been
Filed, shall be forever barred and shall not be enforceable against the Finance
Company Debtors, the Post-Consummation Estate, or their properties, successors
or assigns, unless a Proof of Claim is Filed and served upon counsel for the
Debtors on or before thirty (30) days after the later to occur of (i) the
Effective Date; and (ii) the date of entry of an order by the Bankruptcy Court
authorizing rejection of a particular executory contract or unexpired lease.

          The Finance Company Debtors believe that no cure payments pursuant to
section 365(b)(1) of the Bankruptcy Code need to be made on any of the executory
contracts and unexpired leases that they are assuming under the Plan because the
Finance Company Debtors are current on all of their obligations with respect to
such contracts and leases and all prepetition obligations will have been
satisfied under the Plan. If, however, a counterparty to any such executory
contract or unexpired lease believes that cure payments are due pursuant to
section 365(b)(1) of the Bankruptcy Code, or that there is a dispute regarding
the ability of the Buyers to provide "adequate assurance of future performance"
within the meaning of the Bankruptcy Code under the contract or lease to be
assumed, or there is a dispute with regard to any other matters pertaining to
the assumption or the cure payments required by section 365(b)(1) of the
Bankruptcy Code, such counterparty must File an objection to the assumption of
its executory contract or unexpired lease by the Finance Company Debtors not
later than ten (10) days prior to the Confirmation Date. The Bankruptcy Court
shall have, and exercise, jurisdiction over any such objection, and which
objection shall be resolved by a Final Order. The effective date of the
assumption of an executory contract or unexpired lease subject to any such
objection shall be determined by any such Final Order.

I.   DISTRIBUTIONS

     1.   Time and Method of Distributions

          The Plan Administrator, on behalf of the Post-Consummation Estate, or
such other Entity as may be designated by the Plan Administrator, on behalf of
the Post-Consummation Estate, will make all distributions under the Plan. The
Plan Administrator will make initial distributions at its sole discretion after
the Effective Date. Whenever any distribution to be made under the Plan is due
on a day other than a Business Day, the Plan Administrator will make each such
distribution, without interest, on the immediately succeeding Business Day, but
will be deemed to have been made on the date due. Unless the Entity receiving a
payment agrees otherwise, the Plan Administrator, at its election will make any
payment in Cash to be made by the Post-Consummation Estate by check drawn on a
domestic bank or by wire transfer from a domestic bank. Distributions referred
to in this Article refer to Unsecured Claims and shall be made after paying all
Allowed DIP Claims, Allowed Administrative Claims, Allowed Priority Tax Claims,
Allowed Other Priority Claims, Allowed Other Secured Claims, Allowed Lehman
Secured Claims Allowed 93/94 Note Claims, and after establishing and funding the
93/94 Note Claim Escrow Account, Employee Benefit Escrow Account, Lehman Escrow
Account and Professional Escrow Account, the Consent Agreement Reserve Account.

     2.   Manner of Payment under the Plan

          Any payment in Cash to be made by the Debtors or the Plan
Administrator shall be made, at the election of the Debtors or the Plan
Administrator, as the case may be, by check drawn on a domestic bank or by wire
transfer from a domestic bank.

     3.   Delivery of Distributions

          Subject to the provisions of Fed. R. Bankr. P. 2002(g), and except as
otherwise provided in the Plan, distributions and deliveries to Holders of
record of Allowed Claims shall be made at the address of each such

                                       48
<PAGE>

Holder set forth on the Finance Company Debtors' books and records unless
superseded by the address set forth on proofs of claim filed by any such
Holders, or at the last known address of such a Holder if no proof of claim is
filed or if the Finance Company Debtors has been notified in writing of a change
of address. Except as further provided by the Plan or the Bankruptcy Code, the
Plan Administrator will make all distributions in accordance with the provisions
of the applicable indenture participation agreement, loan agreement or analogous
instrument or agreement, if any.

     4.   Undeliverable Distributions

          (a) Holding of Undeliverable Distributions:

          If any distribution to any holder is returned to the Plan
Administrator as undeliverable, no further distributions shall be made to such
holder unless and until the Plan Administrator is notified, in writing, of such
holder's then-current address. All Entities ultimately receiving undeliverable
Cash shall not be entitled to any interest or other accruals of any kind.
Nothing contained in the Plan shall require the Plan Administrator to attempt to
locate any holder of an Allowed Claim or an Allowed Interest.

          (b) Failure to Claim Undeliverable Distributions:

          Any holder of an Allowed Claim that does not assert its rights
pursuant to the Plan to receive a distribution within six (6) months from and
after the date such distribution is returned as undeliverable shall have such
holder's Claim for such undeliverable distribution discharged and shall be
forever barred from asserting any such Claim against the Post-Consummation
Estate, the Plan Administrator or the Post-Consummation Estate Assets. In such
case, any consideration held for distribution on account of such Claim or
Interest shall revert to the Post-Consummation Estate for distribution to the
beneficiaries of the Post-Consummation Estate in accordance with the terms of
the Plan.

     5.   Compliance with Tax Requirements/Allocation

          To the extent applicable, the Post-Consummation Estate shall comply
with all tax withholding and reporting requirements imposed on it by any
Governmental Unit, and all distributions pursuant to the Plan shall be subject
to such withholding and reporting requirements. For tax purposes, distributions
received in respect of Allowed Claims will be allocated first to the principal
amount of such Claims, with any excess allocated to unpaid accrued interest.

     6.   Time Bar to Cash Payments

          Checks issued by the Plan Administrator on account of Allowed Claims
shall be null and void if not negotiated within ninety (90) days from and after
the date of issuance thereof. Requests for reissuance of any check shall be made
directly to the Plan Administrator by the holder of the Allowed Claim with
respect to which such check originally was issued. Any claim in respect of such
a voided check shall be made within six (6) months from and after the date of
issuance of such check. After such date, all Claims in respect of voided checks
shall be discharged and forever barred and the Post-Consummation Estate shall
retain all monies related thereto for distribution to the beneficiaries of the
Post-Consummation Estate in accordance with the terms of the Plan.

     7.   Distributions after Effective Date

          Distributions made after the Effective Date to Holders of Claims that
are not Allowed Claims as of the Effective Date, but which later become Allowed
Claims, shall be deemed to have been made on the Effective Date. Unless
otherwise specifically provided in the Plan, the Finance Company Debtors shall
not be obligated to pay interest on account of any Claim not paid on the
Effective Date other than interest accumulating in such respective escrow
account (if any) from which such Claim would be paid if, and when, deemed
Allowed.

                                       49
<PAGE>

     8.   Fractional Dollars; De Minimis Distributions

          Notwithstanding anything contained in the Plan to the contrary,
payments of fractions of dollars will not be made. Whenever any payment of a
fraction of a dollar under the Plan would otherwise be called for, the actual
payment made will reflect a rounding of such fraction to the nearest dollar (up
or down), with half dollars being rounded down. The Plan Administrator will not
make any payment of less than Fifty Dollars ($50) with respect to any Allowed
Claim unless a request therefor is made in writing to the Plan Administrator on
or before ninety (90) days after the Effective Date.

     9.   Set-Offs

          The Plan Administrator may, pursuant to sections 502(d) or 553 of the
Bankruptcy Code or applicable nonbankruptcy law, set off against any Allowed
Claim and the distributions to be made pursuant to the Plan on account thereof
(before any distribution is made on account of such Claim), the Claims, rights
and Causes of Action of any nature that the Debtors may hold against the Holder
of such Allowed Claim; provided, however, that neither the failure to effect
such a set-off nor the allowance of any Claim hereunder shall constitute a
waiver or release by the Debtors of any such claims, rights and causes of action
that the Debtors may possess against such holder; and, provided, further, that
nothing contained in the Plan is intended to limit the rights of any Creditor to
effectuate a set-off prior to the Effective Date in accordance with the
provisions of sections 362 and 553 of the Bankruptcy Code.

     10.  Setoff of Certain Intercompany Notes

          As of the Petition Date CFC owed CIHC $277,376,671 under a promissory
note (the "CFC/CIHC Intercompany Note"), and CIHC owed CFC $315,030,986 under a
separate note (the "CIHC/CFC Intercompany Note"). The net pre-petition balance
owing by CIHC to CFC under those two notes is $37,654,315 (the "Pre-Petition
Note Balance"). On the Effective Date, the CFC/CIHC Intercompany Note will be
setoff against the CIHC/CFC Intercompany Note.

     11.  Preservation of Finance Company Debtors' Subordination Rights

          All subordination rights and claims relating to the subordination by
the Finance Company Debtors of the Allowed Claim of any Creditor shall remain
valid, enforceable and unimpaired in accordance with section 510 of the
Bankruptcy Code or otherwise, except as otherwise provided in the Plan.

     12.  Waiver by Creditors of All Subordination Rights

          Except as otherwise ordered by the Bankruptcy Court, each Holder of a
Claim shall be deemed to have waived all contractual, legal and equitable
subordination rights that they may have, whether arising under general
principles of equitable subordination, section 510(c) of the Bankruptcy Code or
otherwise, with respect to any and all distributions to be made under the Plan,
and all such contractual, legal or equitable subordination rights that each
holder of a Claim has individually and collectively with respect to any such
distribution made pursuant to the Plan shall be discharged and terminated, and
all actions related to the enforcement of such subordination rights will be
permanently enjoined.

     13.  Settlement of Claims and Controversies

          Pursuant to Fed. R. Bankr. P. 9019 and in consideration for the
distributions and other benefits provided under the Plan, the provisions of the
Plan shall constitute a good faith compromise and settlement of claims or
controversies relating to the contractual, legal and subordination rights that a
holder of a Claim may have with respect to any Allowed Claim with respect
thereto, or any distribution to be made on account of such an Allowed Claim.

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<PAGE>

J.   RETENTION OF JURISDICTION

     Notwithstanding the entry of the Confirmation Order and the occurrence of
the Effective Date, the Bankruptcy Court shall retain such jurisdiction over the
Chapter 11 Cases after the Effective Date as legally permissible, including
jurisdiction to:

     1.   allow, disallow, determine, liquidate, classify, estimate or establish
          the priority or secured or unsecured status of any Claim or Equity
          Interest, including the resolution of any request for payment of any
          Administrative Claim and the resolution of any and all objections to
          the allowance or priority of Claims or Equity Interests;

     2.   grant or deny any applications for allowance of compensation or
          reimbursement of expenses authorized pursuant to the Bankruptcy Code
          or the Plan, for periods ending on or before the Effective Date;

     3.   resolve any matters related to the assumption, assumption and
          assignment or rejection of any executory contract and unexpired lease
          to which a Debtor is party or with respect to which a Debtor may be
          liable and to hear, determine and, if necessary, liquidate, any Claims
          arising therefrom;

     4.   ensure that distributions to Holders of Allowed Claims are
          accomplished pursuant to the provisions hereof;

     5.   decide or resolve any motions, adversary proceedings, contested or
          litigated matters and any other matters and grant or deny any
          applications involving a Finance Company Debtor that may be pending on
          the Effective Date, or that, pursuant to the Plan, may be instituted
          by the Plan Administrator or the Post-Consummation Estate after the
          Effective Date; provided however that the Plan Administrator and the
          Post-Consummation Estate shall reserve the right to commence
          collection actions, actions to recover receivables and other similar
          actions in all appropriate jurisdictions;

     6.   enter such orders as may be necessary or appropriate to implement or
          consummate the provisions hereof and all contracts, instruments,
          releases, indentures and other agreements or documents created in
          connection with the Plan, the Disclosure Statement or the
          Post-Consummation Estate Agreement;

     7.   resolve any cases, controversies, suits or disputes that may arise in
          connection with the Consummation, interpretation or enforcement of the
          Plan or any Person's or Entity's obligations incurred in connection
          with the Plan;

     8.   issue injunctions, enter and implement other orders or take such other
          actions as may be necessary or appropriate to restrain interference by
          any Person or Entity with Consummation or enforcement of the Plan,
          except as otherwise provided in the Plan;

     9.   resolve any cases, controversies, suits or disputes with respect to
          the releases, injunction and other provisions contained in Article XI
          of the Plan, and enter any orders that may be necessary or appropriate
          to implement such releases, injunction and other provisions;

     10.  enter and implement any orders that are necessary or appropriate if
          the Confirmation Order is for any reason modified, stayed, reversed,
          revoked or vacated;

     11.  determine any other matters that may arise in connection with or
          relate to the Plan, the Disclosure Statement, the Confirmation Order,
          the Post-Consummation Estate Agreement or any contract, instrument,
          release, indenture or other agreement or document created in
          connection with the Plan or the Disclosure Statement or the
          Post-Consummation Estate Agreement; and

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<PAGE>

     12.  enter an order and/or final decree concluding the Chapter 11 Cases.

K.   RELEASE, INJUNCTIVE AND RELATED PROVISIONS

     1.   Compromise and Settlement

          The allowance, classification and treatment of all Allowed Claims and
Allowed Equity Interests and their respective distributions and treatments
hereunder take into account and/or conform to the relative priority and rights
of the Claims and Equity Interests in each Class in connection with any
contractual, legal and equitable subordination rights relating thereto whether
arising under general principles of equitable subordination, section 510(b) of
the Bankruptcy Code or otherwise. As of the Effective Date, any and all such
rights described in preceding sentence are settled, compromised and released
pursuant hereto. In addition, the allowance, classification and treatment of
Allowed Claims in Classes 3, 4 and 5 takes into account any Causes of Action,
claims or counterclaims, whether under the Bankruptcy Code or otherwise under
applicable law, that may exist between the Finance Company Debtors and the
Holders of such Claims or among the Holders of such Claims and other Holders of
Claims or Equity Interests, as the case may be, and, as of the Effective Date,
any and all such Causes of Action, claims and counterclaims are settled,
compromised and released pursuant hereto. The Confirmation Order shall
permanently enjoin, effective as of the Effective Date, all Persons and Entities
from enforcing or attempting to enforce any such contractual, legal and
equitable subordination rights or Causes of Action, claims or counterclaims
against such Holder satisfied, compromised and settled in this manner.

     2.   Releases by the Finance Company Debtors

          Except as otherwise specifically provided in the Plan or in the Plan
Supplement, for good and valuable consideration, including the service of the
Releasees to facilitate the expeditious reorganization of the Finance Company
Debtors and the implementation of the restructuring contemplated by the Plan,
the Releasees, on and after the Effective Date, are deemed released by the
Finance Company Debtors and the Post-Consummation Estate from any and all Claims
(as defined in section 101(5) of the Bankruptcy Code), obligations, rights,
suits, damages, Causes of Action, remedies and liabilities whatsoever, including
any derivative Claims asserted on behalf of a Finance Company Debtor, whether
known or unknown, foreseen or unforeseen, existing or hereinafter arising, in
law, equity or otherwise, that the Finance Company Debtors or their subsidiaries
would have been legally entitled to assert in their own right (whether
individually or collectively) or on behalf of the Holder of any Claim or Equity
Interest or other Person or Entity, based in whole or in part upon any act or
omission, transaction, agreement, event or other occurrence taking place on or
before the Effective Date, other than any such Releasee's obligations to repay
its obligations under the D&O Credit Facilities.

     3.   Releases by Holders of Claims

          On and after the Effective Date, each Holder of a Claim (a) who has
accepted the Plan or (b) who receives a distribution of property pursuant to the
Plan, shall be deemed to have unconditionally released the Releasees from any
and all Claims (as defined in section 101(5) of the Bankruptcy Code),
obligations, rights, suits, damages, Causes of Action, remedies and liabilities
whatsoever, including any derivative Claims asserted on behalf of a Finance
Company Debtor, whether known or unknown, foreseen or unforeseen, existing or
hereafter arising, in law, equity or otherwise, that such Person or Entity would
have been legally entitled to assert (whether individually or collectively),
based in whole or in part upon any act or omission, transaction, agreement,
event or other occurrence taking place on or before the Effective Date in any
way relating or pertaining to (w) the purchase or sale, or the rescission of a
purchase or sale, of any security of a Finance Company Debtor, (x) a Finance
Company Debtor, (y) the Chapter 11 Cases, or (z) the negotiation, formulation
and preparation of the Plan, or any related agreements, instruments or other
documents. No portion of the releases by the Holders of Claims in any way
impairs any Releasee's obligations to repay its obligations under the D&O Credit
Facilities.

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<PAGE>

     4.   Exculpation

          The Releasees, Debtors, the Committee, and the employees, agents, and
professionals of each of the foregoing (acting in such capacity only) shall
neither have, nor incur any liability to any Person or Entity for any pre or
post-petition act taken or omitted to be taken in connection with, or related to
the formulation, negotiation, preparation, dissemination, implementation,
administration, Confirmation or Consummation of the Plan, the Disclosure
Statement or any contract, instrument, release or other agreement or document
created or entered into in connection with the Plan or any other pre or
post-petition act taken or omitted to be taken in connection with or in
contemplation of the restructuring of the Finance Company Debtors.

     5.   Preservation of Rights of Action

          (a) Maintenance of Causes of Action

          Except as otherwise provided in the Plan or the Purchase Agreements,
the Finance Company Debtors or the Post-Consummation Estate, as the case may be,
shall retain all rights to commence and pursue, as appropriate, any and all
Causes of Action, whether arising before or after the Petition Date, in any
court or other tribunal including, without limitation, in an adversary
proceeding Filed in one or more of the Chapter 11 Cases including the actions
specified in the Plan Supplement.

          Except as otherwise provided in the Plan, in accordance with section
1123(b)(3) of the Bankruptcy Code, any Claims, rights, and Causes of Action that
the respective Finance Company Debtors may hold against any Entity shall vest in
the Post-Consummation Estate. The Post-Consummation Estate, through its
authorized agents or representatives, shall retain and may exclusively enforce
any and all such Claims, rights or Causes of Action. The Post-Consummation
Estate shall have the exclusive right, authority, and discretion to institute,
prosecute, abandon, settle, or compromise any and all such Claims, rights, and
Causes of Action without the consent or approval of any third party and without
any further order of court.

          (b) Preservation of All Causes of Action Not Expressly Settled or
Released

          The Finance Company Debtors are currently investigating whether to
pursue potential Causes of Action against certain Persons or Entities. The
investigation has not been completed to date, and, subject to the Releases
granted in Article XI, hereof, the Plan Administrator shall retain, on behalf of
the Post-Consummation Estates, all rights on behalf of the Finance Company
Debtors and the Post-Consummation Estates to commence and pursue any and all
Causes of Action (under any theory of law, including, without limitation, the
Bankruptcy Code, and in any court or other tribunal including, without
limitation, in an adversary proceeding Filed in the Chapter 11 Cases) discovered
in such an investigation to the extent the Plan Administrator deem appropriate.
Potential Causes of Action currently being investigated by the Finance Committee
Debtors, which may but need not be pursued by the Finance Committee Debtors
prior to the Effective Date and by the Plan Administrator, on behalf of the
Post-Consummation Estate, after the Effective Date, to the extent warranted,
include, without limitation, (i) a list of potential Claims and Causes of Action
that will be set forth in the Plan Supplement to the extent determined as of the
date thereof; and (ii) Preference Actions that will be set forth in the Plan
Supplement to the extent determined as of the date thereof (although the Finance
Company Debtors and, after the Effective Date, the Plan Administrator, on behalf
of the Finance Company Debtors and the Post-Consummation Estate reserve all
rights to pursue any and all Preference Actions discovered subsequent to the
Filing Date of the Plan Supplement). Additionally, without limitation, the
Finance Company Debtors hereby reserve their rights to pursue:

               o    Any other Causes of Action, whether legal, equitable or
                    statutory in nature, arising out of, or in connection with
                    the Finance Company Debtors' businesses or operations,
                    including, without limitation, the following: possible
                    claims against vendors, landlords, sublessees, assignees,
                    customers or suppliers for warranty, indemnity, back
                    charge/set-off issues, overpayment or duplicate payment
                    issues and collections/accounts receivables matters;
                    deposits or other amounts owed by any creditor, lessor,
                    utility, supplier, vendor, landlord, sublessee, assignee, or
                    other Person or Entity; employee, management or

                                       53
<PAGE>

                    operational matters; claims against landlords, sublessees
                    and assignees arising from the various leases, subleases and
                    assignment agreements relating thereto, including, without
                    limitation, claims for overcharges relating to taxes, common
                    area maintenance and other similar charges; financial
                    reporting; environmental, and product liability matters;
                    actions against insurance carriers relating to coverage,
                    indemnity or other matters; counterclaims and defenses
                    relating to notes or other obligations; contract or tort
                    claims which may exist or subsequently arise;

               o    Any and all avoidance actions pursuant to any applicable
                    section of the Bankruptcy Code, including, without
                    limitation sections 544, 545, 547, 548, 549, 550, 551,
                    553(b) and/or 724(a) of the Bankruptcy Code, arising from
                    any transaction involving or concerning any of the Finance
                    Company Debtors; and

               o    Any and all Causes of Action listed in the Schedule of
                    Causes of Action set forth in the Plan Supplement;

               o    In addition, there may be numerous other Causes of Action
                    which currently exist or may subsequently arise that are not
                    set forth in the Plan, in the Cause of Action Summary or in
                    the List of Retained Causes of Action, because the facts
                    upon which such Causes of Action are based are not currently
                    or fully known by the Finance Company Debtors and, as a
                    result, can not be raised during the pendency of the Chapter
                    11 Cases (collectively, the "Unknown Causes of Action"). The
                    failure to list any such Unknown Cause of Action in the
                    Plan, or in the Cause of Action Summary or the List of
                    Retained Causes of Action, is not intended to limit the
                    rights of the Post-Consummation Estate to pursue any Unknown
                    Cause of Action to the extent the facts underlying such
                    Unknown Cause of Action subsequently become fully known to
                    the Finance Company Debtors.

          Unless Causes of Action against a Person or Entity are expressly
waived, relinquished, released, compromised or settled in the Plan or any Final
Order, the Finance Company Debtors (before the Effective Date) and the Plan
Administrator, on behalf of the Post-Consummation Estate (post-Effective Date),
expressly reserve all Causes of Action and Unknown Causes of Action, including
the Causes of Action described in the Plan and in the Causes of Action Summary
and the List of Retained Causes of Action, as well as any other Causes of Action
or Unknown Causes of Action, for later adjudication and therefore, no preclusion
doctrine, including, without limitation, the doctrines of res judicata,
collateral estoppel, issue preclusion, claim preclusion, estoppel (judicial,
equitable or otherwise) or laches shall apply to such Causes of Action upon or
after the confirmation or Consummation of the Plan. In addition, the Finance
Company Debtors and the Post-Consummation Estate, and any successors-in-interest
thereto, expressly reserve the right to pursue or adopt any Claims not so
waived, relinquished, released, compromised on settled that are alleged in any
lawsuit in which the Finance Company Debtors are a defendant or an interested
party, including the lawsuits described in the Disclosure Statement, against any
Person or entity, including, without limitation, the plaintiffs and
co-defendants in such lawsuits.

          Moreover, Causes of Action shall also include any causes of action
that may arise after the Effective Date against any Person or Entity to whom the
Finance Company Debtors have incurred an obligation (whether on account of
services, Post-Consummation Equity, purchase or sale of goods or otherwise), or
who has received services from the Finance Company Debtors or a transfer of
money or property of the Finance Company Debtors, or who has transacted business
with the Finance Company Debtors, or leased equipment or property from the
Finance Company Debtors should assume that such obligation, transfer, or
transaction may be reviewed by the Finance Company Debtors subsequent to the
Effective Date and may, to the extent not theretofore waived, relinquished,
released, compromised or settled, be the subject of an action after the
Effective Date, whether or not o such Person or Entity has Filed a proof of
Claim against the Finance Company Debtors in the Chapter 11 Cases; o such
Person's or Entity's proof of Claim has been objected to; o such Person's or
Entity's Claim was included in the Finance Company Debtors' Schedules; or o such
Person's or Entity's scheduled Claim has been objected to by

                                       54
<PAGE>

the Finance Company Debtors or has been identified by the Finance Company
Debtors as disputed, contingent, or unliquidated.

          Except as otherwise provided in the Plan or in any contract,
instrument, release, Indenture or other agreement entered into in connection
with the Plan, in accordance with section 1123(b)(3) of the Bankruptcy Code, any
Claims, rights, and Causes of Action that the respective Finance Company
Debtors, Estates, or Post-Consummation Estates may hold against any Person or
Entity, including but not limited to those Causes of Action listed in the
Disclosure Statement, shall vest in the Post-Consummation Estate, and the
Post-Consummation Estate shall retain and may exclusively enforce, as the
authorized representatives of the respective Estates and Post-Consummation
Estates, any and all such Claims, rights, or Causes of Action. The Plan
Administrator on behalf of the Post-Consummation Estate may pursue any and all
such Claims, rights, or Causes of Action, as appropriate, in accordance with the
best interests of the Post-Consummation Estate. Subject to Article XII of the
Plan, the Plan Administrator on behalf of the Post-Consummation Estate shall
have the exclusive right, authority, and discretion to institute, prosecute,
abandon, settle, or compromise any and all such Claims, rights, and Causes of
Action without the consent or approval of any third party and without any
further order of the Bankruptcy Court.

     6.   Discharge of Claims and Termination of Equity Interests

          Except as otherwise provided in the Plan, and except with respect to
the Post Confirmation Estate: (1) the rights afforded in the Plan and the
treatment of all Claims and Equity Interests in the Plan, shall be in exchange
for and in complete satisfaction, discharge and release of, all Claims and
Equity Interests of any nature whatsoever, including any interest accrued on
Claims from and after the Petition Date, against the Finance Company Debtors or
any of their assets or properties, (2) on the Effective Date, all such Claims
against, and Equity Interests in, the Finance Company Debtors shall be
satisfied, discharged and released in full, and (3) all Persons shall be
precluded from asserting against the Finance Company Debtors, the Post
Confirmation Estates, their successors or their assets or properties, any other
or further Claims or Equity Interests based upon any act or omission,
transaction or other activity of any kind or nature that occurred prior to the
Confirmation Date.

     7.   Injunction

          Except as otherwise expressly provided in the Plan or obligations
issued pursuant to the Plan, all Persons who have held, hold or may hold Claims
against or Equity Interests in the Finance Company Debtors or the Releasees are
permanently enjoined, from and after the Effective Date, from (a) commencing or
continuing in any manner any action or other proceeding of any kind on any such
Claim or Equity Interest against the Finance Company Debtors, Releasees, and the
Official Committee and their respective members, and the employees, agents, and
professionals of each of the foregoing (acting in such capacity); (b) enforcing,
attaching, collecting or recovering by any manner or means any judgment, award,
decree or order against those parties listed in subparagraph (a) above; (c)
creating, perfecting, or enforcing any encumbrance of any kind against those
parties listed in subparagraph (a) above, or the property or estates of those
parties listed in subparagraph (a) above; (d) asserting any right of setoff,
subrogation or recoupment of any kind against any obligation due from those
parties listed in subparagraph (a) above or against the property or estates of
those parties listed in subparagraph (a) above with respect to any such Claim or
Equity Interest; and (e) commencing or continuing in any manner any action or
other proceeding of any kind in respect of any Claim or Cause of Action released
or settled hereunder.

L.   POST-CONSUMMATION ESTATE AND PLAN ADMINISTRATOR

     1.   Generally

          The powers, authority, responsibilities and duties of the
Post-Consummation Estate and the Plan Administrator are set forth in and shall
be governed by the Post-Consummation Estate Agreement.

                                       55
<PAGE>

     2.   Purpose of the Post-Consummation Estate

          The Post-Consummation Estate shall be established for the primary
purpose of liquidating its assets, in accordance with Treas. Reg. ss.
301.7701-4(d), with no objective to continue or engage in the conduct of a trade
or business, except to the extent reasonably necessary to, and consistent with,
the liquidating purpose of the Post-Consummation Estate. The Post-Consummation
Estate shall not be deemed a successor-in-interest of the Debtors for any
purpose other than as specifically set forth in the Plan or in the Post
Confirmation Estate Agreement. The Post-Consummation Estate is intended to
qualify as a "grantor trust" for federal income tax purposes with the
Beneficiaries treated as grantors and owners of the trust.

     3.   Transfer of Assets

          (a) The transfer of the Post-Consummation Estate Assets to the
     Post-Consummation Estate shall be made, as provided in the Plan, for the
     benefit of the holders of Allowed Claims only to the extent such holders
     are entitled to distributions under the Plan. On the Effective Date, and
     after the Finance Company Debtors' payments and/or funding of such
     reserves, on behalf of the holders of Allowed Claims, the Finance Company
     Debtors shall transfer title to all remaining assets and such reserves
     (subject only to such specified liabilities) to the Post-Consummation
     Estate. Upon the transfer of the Post-Consummation Estate Assets to the
     Post-Consummation Estate, the Finance Company Debtors shall have no
     interest in or with respect to the Post-Consummation Estate Assets or the
     Post-Consummation Estate. Notwithstanding the foregoing, to the extent the
     Finance Company Debtors determine that any such transfer may implicate an
     exclusion in any Director and Officer Insurance Policy, the cause of action
     at issue shall be assigned in another manner determined by the Finance
     Company Debtors in their sole discretion.

          (b) For all federal income tax purposes, all parties (including,
     without limitation, the Finance Company Debtors, the Plan Administrator and
     the beneficiaries of the Post-Consummation Estate) shall treat the transfer
     of assets to the Post-Consummation Estate in accordance with the terms of
     the Plan, as a transfer of such assets by the Finance Company Debtors to
     the Holders of Allowed Claims and followed by a transfer by such Holders to
     the Post-Consummation Estate, and the Post-Consummation Estate
     Beneficiaries shall be treated as the grantors and owners thereof.

     4.   Valuation of Assets

          As soon as practicable after the Effective Date, the Post-Consummation
Estate (to the extent that the Plan Administrator deems it necessary or
appropriate in the Plan Administrator's sole discretion) shall value the
Post-Consummation Estate Assets based on the good faith determination of the
Post-Consummation Estate and the Post-Consummation Estate shall apprise the
beneficiaries of the Post-Consummation Estate of such valuation. The valuation
shall be used consistently by all parties (including the Finance Company
Debtors, the Plan Administrator and the beneficiaries of the Post-Consummation
Estate) for all federal income tax purposes. The Bankruptcy Court shall resolve
any dispute regarding the valuation of these assets.

     5.   Distribution; Withholding

          At least annually, the Plan Administrator shall distribute to the
beneficiaries of the Post-Consummation Estate all net cash income plus all net
cash proceeds from the liquidation of assets; provided, however, that the
Post-Consummation Estate may retain such amounts pursuant to the terms of the
Post-Consummation Estate Budget (i) as are necessary in the discretion of the
Plan Administrator to meet contingent liabilities and to maintain the value of
the Post-Consummation Estate Assets during liquidation, (ii) to pay
administrative expenses (including any taxes imposed on the Post-Consummation
Estate or in respect of the Post-Consummation Estate Assets) and (iii) to
satisfy other liabilities incurred or assumed by the Post-Consummation Estate
(or to which the Post-Consummation Estate Assets are otherwise subject) in
accordance with the Plan or the Post-Consummation Estate Agreement. All such
distributions shall be subject to the terms of the Plan and the
Post-Consummation Estate Agreement; provided, further, that of the net amount
distributable, the Plan Administrator shall reserve, in accordance with Article
XII of the Plan, such amounts as would be distributable in respect of Disputed
Claims (treating such Claims, for this purpose, as if they were Allowed Claims).
The Post-Consummation Estate may withhold from amounts distributable to any
Entity any and all amounts, determined in the Plan

                                       56
<PAGE>

Administrator's sole discretion, to be required by any law, regulation, rule,
ruling, directive or other governmental requirement. After appropriate reserves
have been established to fund amounts set forth above and as identified in the
Post-Consummation Estate Budget (including amounts to pay Allowed Administrative
Expense Claims, Priority Tax Claims, Other Priority Non-Tax Claims and the fees
and expenses of the Plan Administrator and the Post-Consummation Estate), the
funds to be distributed to the Holders of Allowed Class 5 Claims shall be
distributed to such Holders on a Pro Rata basis at the sole discretion of the
Plan Administrator.

     6.   Post-Consummation Estate Implementation

          On the Effective Date, the Post-Consummation Estate will be
established and become effective for the benefit of the Holders of Allowed
Claims entitled to distributions under the Plan. The Post-Consummation Estate
Agreement shall contain provisions customary to trust agreements utilized in
comparable circumstances, including, but not limited to, any and all provisions
necessary to ensure the continued treatment of the Post-Consummation Estate as a
grantor trust and the Holders of Allowed Claims as the grantors and owners
thereof for federal income tax purposes. All parties (including the Finance
Company Debtors, the Plan Administrator and holders of Allowed Claims) shall
execute any documents or other instruments as necessary to cause title to the
applicable assets to be transferred to the Post-Consummation Estate.

     7.   Disputed Claims Reserve

          The Plan Administrator shall maintain, in accordance with the Plan
Administrator's powers and responsibilities as described in the Plan and in the
Post-Consummation Estate Agreement, a reserve of any distributable amounts
required to be set aside on account of Disputed Claims. Such amounts shall be
distributed, as provided in the Plan, as such Disputed Claims are resolved by
settlement or Final Order, and shall be distributable in respect of such
Disputed Claims as such amounts would have been distributable had the Disputed
Claims been Allowed Claims as of the Effective Date.

     8.   Termination of Post-Consummation Estate

          The Post-Consummation Estate will terminate as soon as practicable,
but in no event later than the fifth (5th) anniversary of the Effective Date;
provided, however, that, on or prior to the date six (6) months prior to such
termination, the Bankruptcy Court, upon motion by a party in interest, may
extend the term of the Post-Consummation Estate for a finite period, if such an
extension is necessary to liquidate of the Post-Consummation Estate Assets.
Notwithstanding the foregoing, multiple extensions can be obtained so long as
Bankruptcy Court approval is obtained at least six (6) months prior to the
expiration of each extended term; provided, however, that the Plan Administrator
receives an opinion of counsel or a favorable ruling from the Internal Revenue
Service that any further extension would not adversely affect the status of the
Post-Consummation Estate as a grantor trust for federal income tax purposes.

     9.   Termination of Plan Administrator

          The duties, responsibilities and powers of the Plan Administrator
shall terminate in accordance with the terms of the Post-Consummation Estate
Agreement.

     10.  Exculpation; Indemnification

          Except as modified by the Post-Consummation Estate Agreement, no
Holder of a Claim or any other party-in-interest will have, or otherwise pursue,
any Claim or Cause of Action against the Plan Administrator, the
Post-Consummation Estate or the employees or professionals or representatives of
either the Plan Administrator or the Post-Consummation Estate (solely in the
performance of their duties thereas) for making payments in accordance with the
Plan or for implementing the provisions of the Plan. Any act or omission taken
with the approval of the Bankruptcy Court will be conclusively deemed not to
constitute gross negligence or willful misconduct.

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<PAGE>


M.   MISCELLANEOUS PROVISIONS

     Certain additional miscellaneous information regarding the Plan and the
Chapter 11 Cases is set forth below.

     1.   Modification of Plan Supplement

          Modification of or amendments to the Plan Supplement, may be Filed
with the Bankruptcy Court no later than ten days before the Confirmation
Hearing. Any such modification or supplement shall be considered a modification
of the Plan and shall be made in accordance with Article XIV.E hereof. Upon its
Filing, the Plan Supplement may be inspected in the office of the clerk of the
Bankruptcy Court or its designee during normal business hours. Holders of Claims
and Equity Interests may obtain a copy of the Plan Supplement by contacting
Bankruptcy Management Corporation at 1-888-909-0100 or review such documents on
the internet at www.bmccorp.net/Conseco. The documents contained in the Plan
Supplement are an integral part of the Plan and shall be approved by the
Bankruptcy Court pursuant to the Confirmation Order.

     2.   Effectuating Documents, Further Transactions and Corporation Action

          Each of the Finance Company Debtors is authorized to execute, deliver,
file or record such contracts, instruments, releases and other agreements or
documents and take such actions as may be necessary or appropriate to
effectuate, implement and further evidence the terms and conditions hereof and
the notes and securities issued pursuant hereto.

          Prior to, on or after the Effective Date (as appropriate), all matters
provided for hereunder that would otherwise require approval of the shareholders
or directors of the Debtors shall be deemed to have occurred and shall be in
effect prior to, on or after the Effective Date (as appropriate) pursuant to the
general corporation laws of the State of Minnesota, the State of Delaware, and
the States of Delaware, New York, Pennsylvania, Minnesota, Nevada, Alabama,
Kentucky, Utah and Texas (as appropriate) without any requirement of further
action by the shareholders or directors of the Finance Company Debtors.

     3.   Dissolution of Committee(s)

          Upon the Effective Date, the Committee shall dissolve, except with
respect to any appeal of an order in the Chapter 11 Cases and applications for
Professional Fees, and Committee Members shall be released and discharged from
all rights, duties and liabilities arising from, or related to, the Chapter 11
Cases.

     4.   Payment of Statutory Fees

          All fees payable pursuant to section 1930(a) of Title 28 of the United
States Code, as determined by the Bankruptcy Court at the hearing pursuant to
section 1128 of the Bankruptcy Code, shall be paid for each quarter (including
any fraction thereof) until the Chapter 11 Cases are converted, dismissed or
closed, whichever occurs first.

     5.   Modification of Plan

          Subject to the limitations contained in the Plan:

          (a) the Finance Company Debtors reserve the right, in accordance with
     the Bankruptcy Code and the Bankruptcy Rules, to amend or modify the Plan
     prior to the entry of the Confirmation Order; and

          (b) after the entry of the Confirmation Order, the Finance Company
     Debtors, may, upon order of the Bankruptcy Court, amend or modify the Plan,
     in accordance with section 1127(b) of the Bankruptcy Code, or remedy any
     defect or omission or reconcile any inconsistency in the Plan in such
     manner as may be necessary to carry out the purpose and intent of the Plan.

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<PAGE>

     6.   Revocation of Plan

          The Finance Company Debtors reserve the right (with the prior consent
of the Conseco Creditors Committee) to revoke or withdraw the Plan prior to the
Confirmation Date and to file subsequent plans of reorganization. If a Debtor
revokes or withdraws the Plan, or if Confirmation or Consummation does not
occur, then (a) the Plan shall be null and void in all respects, (b) any
settlement or compromise embodied in the Plan (including the fixing or limiting
to an amount certain any Claim or Equity Interest or Class of Claims or Equity
Interests), assumption or rejection of executory contracts or leases affected by
the Plan, and any document or agreement executed pursuant hereto, shall be
deemed null and void, and (c) nothing contained in the Plan shall (i) constitute
a waiver or release of any Claims by or against, or any Equity Interests in,
such Debtor or any other Person, (ii) prejudice in any manner the rights of such
Debtor or any other Person, or (iii) constitute an admission of any sort by such
Debtor or any other Person.

     7.   Successors and Assigns

          The rights, benefits and obligations of any Person or Entity named or
referred to in the Plan shall be binding on, and shall inure to the benefit of
any heir, executor, administrator, successor or assign of such Person or Entity.

     8.   Reservation of Rights

          Except as expressly set forth in the Plan, the Plan shall have no
force or effect unless the Bankruptcy Court shall enter the Confirmation Order.
None of the filing of the Plan, any statement or provision contained in the
Plan, or the taking of any action by any Finance Company Debtor with respect to
the Plan, the Disclosure Statement or the Plan Supplement shall be or shall be
deemed to be an admission or waiver of any rights of any Finance Company Debtor
with respect to the Holders of Claims or Equity Interests prior to the Effective
Date.

     9.   Section 1146 Exemption

          Pursuant to section 1146(c) of the Bankruptcy Code, under the Plan,
(i) the issuance, distribution, transfer or exchange of any debt, equity
security or other interest in the Debtors; (ii) the creation, modification,
consolidation or recording of any mortgage, deed of trust, or other security
interest, or the securing of additional indebtedness by such or other means;
(iii) the making, assignment or recording of any lease or sublease; or (iv) the
making, delivery or recording of any deed or other instrument of transfer under,
in furtherance of, or in connection with, the Plan, including any deeds, bills
of sale, assignments or other instrument of transfer executed in connection with
any transaction arising out of, contemplated by, or in any way related to the
Plan shall not be subject to any document recording tax, mortgage recording tax,
stamp tax or similar government assessment, and the appropriate state or local
government official or agent shall be directed by the Bankruptcy Court to forego
the collection of any such tax or government assessment and to accept for filing
and recording any of the foregoing instruments or other documents without the
payment of any such tax or government assessment.

          All subsequent issuances, transfers or exchanges of securities, or the
making or delivery of any instrument of transfer by the Debtors in the Chapter
11 Cases, whether in connection with a sale under section 363 of the Bankruptcy
Code or otherwise, shall be deemed to be or have been done in furtherance of the
Plan. Specifically, because the Sale Transactions are being conducted pursuant
to the Plan, any instrument of transfer that would effect transfer of the
Divested Assets as proposed in pleadings filed in these Chapter 11 Cases may not
be taxed under any law imposing a stamp tax or similar tax.

     10.  Further Assurances

          The Finance Company Debtors and all Holders of Claims or Equity
Interests receiving distributions hereunder and all other parties in interest
shall, from time to time, prepare, execute and deliver any agreements or
documents and take any other actions as may be necessary or advisable to
effectuate the provisions and intent of the Plan.

                                       59
<PAGE>

     11.  Transactions on Business Days

          If the date on which a transaction may occur under the Plan shall
occur on a day that is not a Business Day, then such transaction shall instead
occur on the next succeeding Business Day.

     12.  Filing of Additional Documents

          On or before the Effective Date, the Debtors may file with the
Bankruptcy Court such agreements and other documents as may be necessary or
appropriate to effectuate and further evidence the terms and conditions hereof.

     13.  Post-Effective Date Fees and Expenses

          From and after the Effective Date, the Plan Administrator on behalf of
the Post Confirmation Estates shall, in the ordinary course of business and
without the necessity for any approval by the Bankruptcy Court, pay the
reasonable professional fees and expenses incurred by the Post Confirmation
Estates related to the Consummation and to the implementation of the Plan.

     14.  Conflicts

          To the extent any provision of the Post-Consummation Estate Agreement,
the Disclosure Statement, or any document executed in connection therewith or
any documents executed in connection with the Confirmation Order (or any
exhibits, schedules, appendices, supplements or amendments to any of the
foregoing) conflicts with, or is in any way inconsistent with, the terms of the
Plan, the terms and provisions of the Plan shall govern and control, provided
however that nothing in the Plan shall be deemed to modify or supercede any of
the terms of the Final DIP Order, the CFN Sale Order, the GE Sale Order or the
Cash Management Order.

     15.  Term of Injunctions or Stays

          Unless otherwise provided in the Plan or in the Confirmation Order,
all injunctions or stays in effect in the Chapter 11 Cases under sections 105 or
362 of the Bankruptcy Code or any order of the Bankruptcy Court, and still
extant on the Confirmation Date (excluding any injunctions or stays contained in
the Plan or the Confirmation Order), shall remain in full force and effect until
the Effective Date. All injunctions or stays contained in the Plan or the
Confirmation Order shall remain in full force and effect in accordance with
their terms.

     16.  Entire Agreement

          The Plan and the Plan Supplement (as amended) supersede all previous
and contemporaneous negotiations, promises, covenants, agreements,
understandings and representations on such subjects, all of which have become
merged and integrated into the Plan.

     17.  Closing of the Chapter 11 Cases

          The Post-Consummation Estate shall promptly, upon the full
administration of the Chapter 11 Cases, File with the Bankruptcy Court all
documents required by Fed. R. Bankr. P. 3022 and any applicable order of the
Bankruptcy Court to close the Chapter 11 cases.

                                       V.

                        VOTING AND CONFIRMATION PROCEDURE

     The following is a brief summary regarding the acceptance and confirmation
of the Plan. Holders of Claims are encouraged to review the relevant provisions
of the Bankruptcy Code and/or to consult their own attorneys. Additional
information regarding voting procedures is set forth in the Notices accompanying
this Disclosure Statement.

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<PAGE>

A.   VOTING INSTRUCTIONS

     This Disclosure Statement, accompanied by a Ballot to be used for voting on
the Plan, is being distributed to Holders of Claims and Equity Interests in
Classes 3, 4 and 5. Only Holders in these Classes are entitled to vote to accept
or reject the Plan and may do so by completing the Ballot and returning it in
the envelope provided. Beneficial owners who receive a return envelope addressed
to their Nominee should allow enough time for their vote to be received by the
Nominee and processed on a Master Ballot. In light of the benefits of the Plan
for each Class of Claims, the Finance Company Debtors recommend that Holders of
Claims in each of the Impaired Classes vote to accept the Plan and return the
Ballot.

     BALLOTS AND MASTER BALLOTS CAST BY HOLDERS IN CLASSES ENTITLED TO VOTE MUST
BE RECEIVED BY THE SOLICITATION AGENT BY THE VOTING DEADLINE AT THE FOLLOWING
ADDRESSES:

If by U.S. Mail:                         If by courier/hand delivery:
---------------                          ---------------------------
Bankruptcy Management Corporation        Bankruptcy Management Corporation
Attention:  Finance Company Debtors'     Attention:  Finance Company Debtors'
            Solicitation Agent                       Solicitation Agent
PO Box 1098                              1330 E. Franklin Avenue
El Segundo, CA 90245-1098                El Segundo, CA 90245


     IF YOU HAVE ANY QUESTIONS ON VOTING PROCEDURES, PLEASE CALL BANKRUPTCY
MANAGEMENT CORPORATION TOLL FREE AT (888) 909-0100.

     BALLOTS ARE ACCOMPANIED BY RETURN ENVELOPES WHENEVER POSSIBLE. IF YOUR
RETURN ENVELOPE IS ADDRESSED TO YOUR NOMINEE (I.E., AN INTERMEDIARY), PLEASE
ALLOW ADDITIONAL TIME FOR YOUR VOTE TO BE PROCESSED BY THE NOMINEE AND VOTED ON
A MASTER BALLOT. IF YOU HAVE A QUESTION CONCERNING THE VOTING PROCEDURES,
CONTACT THE APPLICABLE INTERMEDIARY OR THE SOLICITATION AGENT. ANY BALLOT, OR
MASTER BALLOT VOTED BY YOUR NOMINEE ON YOUR BEHALF, RECEIVED AFTER THE VOTING
DEADLINE MAY NOT BE COUNTED.

     ANY BALLOT WHICH IS EXECUTED BY THE HOLDER OF AN ALLOWED CLAIM OR ANY
COMBINATION OF BALLOTS REPRESENTING CLAIMS OR EQUITY INTERESTS IN THE SAME CLASS
HELD BY THE SAME HOLDER BUT WHICH DOES NOT INDICATE AN ACCEPTANCE OR REJECTION
OF THE PLAN OR WHICH INDICATES BOTH AN ACCEPTANCE AND A REJECTION OF THE PLAN
SHALL BE DEEMED AN ACCEPTANCE OF THE PLAN.

     The Finance Company Debtors will publish the Confirmation Hearing Notice in
the national editions of The Wall Street Journal, The USA Today, as well as, the
Chicago Tribune, the Minneapolis Star Tribune, the Indianapolis Star, and the
St. Paul Pioneer Press, which will contain the Plan Objection Deadline and
Confirmation Hearing, in order to provide notification to persons who may not
otherwise receive notice by mail.

For all Holders:

     By signing and returning a Ballot, each Holder of Claims in Classes 3, 4
and 5 will also be certifying to the Bankruptcy Court and the Finance Company
Debtors that, among other things:

     o    such Holder has received and reviewed a copy of the Disclosure
          Statement and related Ballot and/or Master Ballot and acknowledges
          that the solicitation is being made pursuant to the terms and
          conditions set forth in the Plan;

     o    such Holder has cast the same vote on every Ballot completed by such
          Holder with respect to holdings of such Class of Claims;

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<PAGE>

     o    no other Ballots with respect to such Class of Claims have been cast
          or, if any other Ballots have been cast with respect to such Class of
          Claims, such earlier Ballots are thereby revoked;

     o    the Finance Company Debtors have made available to such Holder or its
          agents all documents and information relating to the Plan and related
          matters reasonably requested by or on behalf of such Holder; and

     o    except for information provided by the Finance Company Debtors in
          writing, and by its own agents, such Holder has not relied on any
          statements made or other information received from any person with
          respect to the Plan.

     By signing and returning a Ballot, each Holder of Claims also acknowledges
that the securities being distributed pursuant to the Plan are not being
distributed pursuant to a registration statement filed with the United States
Securities and Exchange Commission or with any securities authority outside of
the United States and represents that any such securities will be acquired for
its own account and not with a view to any distribution of such securities in
violation of the United States Securities Act of 1933. It is expected that when
issued pursuant to the Plan, except with respect to entities deemed to be
underwriters, such securities will be exempt from the registration requirements
of the Securities Act by virtue of section 1145 of the Bankruptcy Code and may
be resold by the Holders thereof subject to the provisions of section 1145.

B.   VOTING TABULATION

     In tabulating votes, the following rules shall be used to determine the
claim amount associated with a Creditor's vote:

     o    If the Finance Company Debtors do not object to a Claim, the Claim
          amount for voting purposes shall be the Claim amount contained on a
          timely filed proof of claim or, if no proof of claim was filed, the
          non-contingent, liquidated and undisputed Claim amount listed in the
          Finance Company Debtors' schedules of liabilities.

     o    If the Finance Company Debtors object to a Claim, such Creditor's
          Ballot shall not be counted in accordance with Fed. R. Bankr. P.
          3018(a), unless temporarily allowed by the Court for voting purposes,
          after notice and a hearing.

     o    If a Creditor casts a Ballot and is listed on the Finance Company
          Debtors' schedules of liabilities as holding a Claim that is
          contingent, unliquidated or disputed, such Creditor's Ballot shall not
          be counted in accordance with Fed. R. Bankr. P. 3018(a), unless
          temporarily allowed by the Court for voting purposes, after notice and
          a hearing.

     o    If a Creditor believes that it should be entitled to vote on the Plan,
          then such Creditor must serve on the Finance Company Debtors and file
          with the Court a motion for an order pursuant to Fed. R. Bankr. P.
          3018(a) (a "Rule 3018(a) Motion") seeking temporary allowance for
          voting purposes. Such Rule 3018(a) Motion, with evidence in support
          thereof, must be filed no later than 6:00 p.m. CST, May [__], 2003
          (the "Rule 3018(a) Motion Deadline").

     o    Ballots cast by Creditors whose claims are not listed on the Finance
          Company Debtors' schedules of liabilities, but who timely file proofs
          of claim in unliquidated or unknown amounts that are not the subject
          of an objection filed before the commencement of the Confirmation
          Hearing, will count for satisfying the numerosity requirement of
          section 1126(c) of the Bankruptcy Code and will count as Ballots for
          Claims in the amount of $1.00 solely for the purpose of satisfying the
          dollar amount provisions of section 1126(c) of the Bankruptcy Code.

     o    In the case of publicly-traded securities, the principal amount or
          number of shares according to the records of the transfer agent for
          the particular series of securities, including a further breakdown, in
          the case of The Depository Trust Company ("DTC"), of the individual
          nominee holders which

                                       62
<PAGE>

          are DTC participants, as of the Voting Record Date, shall be the Claim
          or interest amount, except that in no event shall a Nominee Holder be
          permitted to vote in excess of its position in DTC as of the Voting
          Record Date.

     The Claim amount established through the above process controls for voting
purposes only and does not constitute the Allowed amount of any Claim or Equity
Interest for distribution purposes.

     To ensure that its vote is counted, each Holder of a Claim must (a)
complete a Ballot; (b) indicate the Holder's decision either to accept or reject
the Plan in the boxes provided in the respective Ballot; and (c) sign and return
the Ballot to the address set forth on the envelope enclosed therewith.

     The Ballot does not constitute, and shall not be deemed to be, a proof of
claim or equity interest or an assertion or admission of a Claim.

     If a Holder holds Claims or Equity Interests in more than one Class under
the Plan, the Holder may receive more than one Ballot coded for each Class of
Claims held by such Holder.

     Creditors shall not split their vote within a claim; thus, each Creditor
shall be deemed to have voted the full amount of its Claims either to accept or
reject the Plan.

     Except to the extent the Finance Company Debtors determine in their
reasonable discretion, or as permitted by the Bankruptcy Court, Ballots received
after the Voting Deadline will not be accepted or counted by the Finance Company
Debtors in connection with the Finance Company Debtors' request for confirmation
of the Plan. The method of delivery of Ballots or Master Ballots to be sent to
the Solicitation Agent is at the election and risk of each Holder of a Claim,
provided that, except as otherwise provided in the Plan, such delivery will be
deemed made only when the original executed Ballot is actually received by the
Solicitation Agent. In all cases, sufficient time should be allowed to assure
timely delivery. Original executed Ballots or Master Ballots are required.
Delivery of a Ballot or Master Ballot by facsimile, e-mail or any other
electronic means will not be accepted. No Ballot or Master Ballot should be sent
to the Finance Company Debtors, any indenture trustee, or the Finance Company
Debtors' financial or legal advisors. The Finance Company Debtors expressly
reserve the right to amend, at any time and from time to time, the terms of the
Plan (subject to compliance with the requirements of section 1127 of the
Bankruptcy Code and the terms of the Plan regarding Modification). If the
Finance Company Debtors make material changes in the terms of the Plan or if the
Finance Company Debtors waive a material condition, the Finance Company Debtors
will disseminate additional solicitation materials and will extend the
solicitation, in each case to the extent directed by the Bankruptcy Court.

     If multiple Ballots or Master Ballots are received from or on behalf of an
individual Holder of a Claim with respect to the same Claims prior to the Voting
Deadline, the last ballot timely received will be deemed to reflect the voter's
intent and to supersede and revoke any prior Ballot or Master Ballot.

     If a Ballot or Master Ballot is signed by a trustee, executor,
administrator, guardian, attorney-in-fact, officer of a corporation, or other
person acting in a fiduciary or representative capacity, such person shall be
required to (i) indicate such capacity when signing and (ii) unless otherwise
determined by the Finance Company Debtors, must submit proper evidence
satisfactory to the Finance Company Debtors to so act on behalf of a beneficial
interest Holder.

     The Finance Company Debtors, in their sole discretion, subject to contrary
order of the Bankruptcy Court, may waive any defect in any Ballot or Master
Ballot at any time, either before or after the close of voting, and without
notice. Except as otherwise provided herein, unless the Ballot or Master Ballot
being furnished is timely submitted on or prior to the Voting Deadline, the
Finance Company Debtors may, in their sole discretion, reject such Ballot or
Master Ballot as invalid and, therefore, not count it in connection with
confirmation of the Plan.

     In the event a designation is requested under section 1126(e) of the
Bankruptcy Code, any vote to accept or reject the Plan cast with respect to such
Claim or Equity Interest will not be counted for purposes of determining whether
the Plan has been accepted or rejected, unless the Bankruptcy Court orders
otherwise.

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<PAGE>

     Any Holder of Impaired Claims who has delivered a valid Ballot voting on
the Plan may withdraw such vote solely in accordance with Bankruptcy Rule
3018(a).

     The Finance Company Debtors' interpretation of the terms and conditions of
the Plan shall be final and binding on all parties, unless otherwise directed by
the Bankruptcy Court.

     Subject to any contrary order of the Bankruptcy Court, the Finance Company
Debtors reserve the absolute right to reject any and all Ballots and Master
Ballots not proper in form, the acceptance of which would, in the opinion of the
Finance Company Debtors or their counsel, not be in accordance with the
provisions of the Bankruptcy Code. Subject to any contrary order of the
Bankruptcy Court, the Finance Company Debtors further reserve the right to waive
any defects or irregularities or conditions of delivery as to any particular
Ballot or Master Ballot unless otherwise directed by the Bankruptcy Court.
Neither the Finance Company Debtors, nor any other person or entity, will be
under any duty to provide notification of defects or irregularities with respect
to deliveries of Ballots or Master Ballots nor will any of them incur any
liabilities for failure to provide such notification. Unless otherwise directed
by the Bankruptcy Court, delivery of such Ballots or Master Ballots will not be
deemed to have been made until such irregularities have been cured or waived.
Ballots and Master Ballots previously furnished (as to which any irregularities
have not theretofore been cured or waived) will not be counted.

C.   VOTING PROCEDURES

     1.   Voting Record Date

          The Voting Record Date for purposes of determining which Holders of
Claims are entitled to vote on the Plan is April [__], 2003.

     2.   Beneficial Holders

          Any beneficial Holder of Claims holding as a record Holder in its own
name, shall vote on the Plan by completing and signing the Ballot and returning
it to the Solicitation Agent.

          Any beneficial Holder of the Beneficial Holder Claims who holds in
"street name" through a Nominee shall vote on the Plan either (i) if the Nominee
has provided a prevalidated Ballot, by completing and signing the prevalidated
Ballot and returning it directly to the Solicitation Agent or (ii) by promptly
completing and signing the Ballot and returning it to the Nominee in sufficient
time to allow the Nominee to process the Ballot and return a Master Ballot to
the Solicitation Agent by the Voting Deadline.

          Any Ballot returned to a Nominee by a beneficial Holder will not be
counted for purposes of accepting or rejecting the Plan until such Nominee
properly completes and timely delivers to the Solicitation Agent a Master Ballot
that reflects the vote of such Beneficial Holder.

     3.   Nominees

          Because of the complexity and difficulty associated with reaching
beneficial owners of publicly-traded securities, many of which hold their
securities in brokerage accounts and through several layers of ownership, the
Finance Company Debtors are distributing a Ballot (a) to each record Holder of
Claims derived from or based on publicly traded securities (collectively, the
"Beneficial Holders Claims") as of the Voting Record Date (as discussed in
Section VII.C.1 above) and (b) an appropriate number of copies to each bank or
brokerage firm (or the agent or other Nominee therefor) identified by the
Solicitation Agent as an entity through which beneficial owners hold the
Beneficial Holders Claims. Each Nominee will be requested to immediately
distribute a copy of this Disclosure Statement and accompanying materials
including the Ballots to all beneficial Holders for which it holds the
Beneficial Holders Claims. Each Nominee must summarize the individual votes of
its respective individual Beneficial Holders from their individual Beneficial
Holders' Ballots on a Master Ballot and shall return such Master Ballot to the
Solicitation Agent. These procedures will enable the Debtors to transmit
materials to the Holders of its publicly traded securities and afford Beneficial
Holders of the Beneficial Holders Claims a fair and reasonable

                                       64
<PAGE>

opportunity to vote. In order for votes to be counted, all Ballots and Master
Ballots received from the Debtors must be returned to the Solicitation Agent by
the Voting Deadline as indicated on the Ballots.

          A Nominee may also pre-validate a Ballot for Holders of the Beneficial
Holders Claims by completing all the information to be entered on the Ballot
(the "Pre-Validated Ballot") and forwarding the Pre-Validated Ballot to the
beneficial Holder for voting. The Ballot may then be delivered directly to the
Solicitation Agent in the return envelope provided with the Ballot.

          If a beneficial Holder holds the Beneficial Holders Claims or any
combination thereof through more than one Nominee, such Beneficial Holder should
execute a separate Ballot for each block of Beneficial Holders Claims that it
holds through any Nominee and (unless the ballot is a Pre-Validated Ballot)
return the Ballot to the respective Nominee that holds the Beneficial Holders
Claims.

          If a Beneficial Holder holds a portion of its Beneficial Holders
Claims through a Nominee and another portion directly or in its own name as the
record Holder, such beneficial Holder should follow the procedures described
herein with respect to voting each such portion separately.

D.   THE CONFIRMATION HEARING

     Section 1128(a) of the Bankruptcy Code requires the Bankruptcy Court, after
notice, to hold a hearing on confirmation of the Plan (the "Confirmation
Hearing"). Section 1128(b) of the Bankruptcy Code provides that any
party-in-interest may object to confirmation of the Plan.

     The Bankruptcy Court has scheduled the Confirmation Hearing for May [__],
2003, before the Honorable Carol A. Doyle, United States Bankruptcy Judge, in
the United States Bankruptcy Court for the Northern District of Illinois,
located at the Everett McKinley Dirksen Building, 219 S. Dearborn, Chicago,
Illinois 60604. The Confirmation Hearing may be adjourned from time to time by
the Bankruptcy Court without further notice except for an announcement of the
adjourned date made at the Confirmation Hearing or any adjournment thereof.

     Objections to confirmation of the Plan must be filed and served on or
before May [__], 2003 in accordance with the Confirmation Hearing Notice
accompanying this Disclosure Statement. UNLESS OBJECTIONS TO CONFIRMATION ARE
TIMELY SERVED AND FILED IN COMPLIANCE WITH THE APPROVAL ORDER, THEY WILL NOT BE
CONSIDERED BY THE BANKRUPTCY COURT.

E.   STATUTORY REQUIREMENTS FOR CONFIRMATION OF THE PLAN

     At the Confirmation Hearing, the Bankruptcy Court will confirm the Plan
only if all of the requirements of section 1129 of the Bankruptcy Code are met.
Among the requirements for confirmation are that the Plan (i) is accepted by all
impaired Classes of Claims and Interests or, if rejected by an impaired Class,
that the Plan "does not discriminate unfairly" and is "fair and equitable" as to
such Class, (ii) is feasible, and (iii) is in the "best interests" of holders of
Claims and Interests impaired under the Plan. A Class is impaired if the Claims
in that Class will not be paid in full under the Plan.

     1.   Acceptance

          The Claims and Interests in Classes 1 and 2 are not impaired under the
Plan, and as a result the Holders of such Claims are deemed to have accepted the
Plan.

          Claims in Classes 3, 4, and 5 are impaired under the Plan, and as a
result, the holders of such Claims are entitled to vote thereon. Pursuant to
section 1129 of the Bankruptcy code, the Claims in Classes 3, 4 and 5 must
accept the Plan in order for it to be confirmed without application of the "fair
and equitable test," described below, to such Classes. As stated above, Classes
of Claims will have accepted the Plan if the Plan is accepted by at least
two-thirds in dollar amount and a majority in number of the Claims of each such
Class (other than any Claims of creditors designated under section 1126(e) of
the Bankruptcy Code) that have voted to accept or reject the Plan.

                                       65
<PAGE>


          Interests in Class 6 are also impaired. CIHC, the only member of this
class, is deemed to reject the Plan.

     2.   Fair and Equitable Test

          The Debtors will seek to confirm the Plan notwithstanding the
nonacceptance or deemed nonacceptance of the Plan by any impaired Class of
Claims. To obtain such confirmation, it must be demonstrated to the Bankruptcy
Court that the Plan "does not discriminate unfairly" and is "fair and equitable"
with respect to such dissenting impaired Class. A plan does not discriminate
unfairly if the legal rights of a dissenting class are treated in a manner
consistent with the treatment of other classes whose legal rights are
substantially similar to those of the dissenting class and if no class receives
more than it is entitled to for its claims or interests. The Debtors believe
that the Plan satisfies this requirement.

          The Bankruptcy Code establishes different "fair and equitable" tests
for secured claims, unsecured claims and interests, as follows:

          (a) Secured Claims

          Either the plan must provide (i) that the Finance Company Holders of
such Claims retain the liens securing such Claims, whether the property subject
to such liens is retained by the Finance Company Debtors or transferred to
another entity, to the extent of the allowed amount of such Claims, and each
Holder of a Claim receives deferred cash payments totaling at least the allowed
amount of such Claim, of a value, as of the effective date of the plan, of at
least the value of such Holder's interest in the estate's interest in such
property; (ii) for the sale of any property that is subject to the liens
securing such Claims, free and clear of such liens, with such liens to attach to
the proceeds of such sale; or (iii) for the realization by such Holders of the
indubitable equivalent of such Claims.

          (b) Unsecured Claims

          Either (i) each Holder of an Impaired unsecured Claim receives or
retains under the plan property of a value equal to the amount of its Allowed
Claim or (ii) the Holders of Claims and Equity Interests that are junior to the
Claims of the dissenting class will not receive any property under the plan.

          (c) Equity Interests

          No Equity Interest Holder will receive any distributions under the
Plan.

          THE FINANCE COMPANY DEBTORS BELIEVE THAT THE PLAN MAY BE CONFIRMED ON
A NONCONSENSUAL BASIS (PROVIDED AT LEAST ONE IMPAIRED CLASS OF CLAIMS VOTES TO
ACCEPT THE PLAN). ACCORDINGLY, THE DEBTORS WILL DEMONSTRATE AT THE CONFIRMATION
HEARING THAT THE PLAN SATISFIES THE REQUIREMENTS OF SECTION 1129(b) OF THE
BANKRUPTCY CODE AS TO ANY NON-ACCEPTING CLASS.

     3.   Feasibility

          The Bankruptcy Code requires that confirmation of a plan is not likely
to be followed by the liquidation or the need for further financial
reorganization of a debtor. The Plan contemplates that all assets of the Finance
Company Debtors will ultimately be disposed of and all proceeds of the assets
will be distributed to the Creditors pursuant to the terms of the Plan. Since no
further financial reorganization of the Finance Company Debtors will be
possible, the Finance Company Debtors believe that the Plan meets the
feasibility requirement. In addition, based upon the proceeds resulting from the
Sale Transactions contemplated with CFN and GE, the Finance Company Debtors
believe that sufficient funds will exist at confirmation to make all payments
required by the Plan.

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<PAGE>

     4.   "Best Interests" Test

          With respect to each impaired Class of Claims and Equity Interests,
confirmation of the Plan requires that each such holder either (x) accepts the
Plan or (y) receives or retains under the Plan property of a value, as of the
Effective Date of the Plan, that is not less than the value such holder would
receive or retain if the Finance Company Debtors were liquidated under chapter 7
of the Bankruptcy Code.

          This analysis requires the Bankruptcy Court to determine what the
Holders of Allowed Claims and Allowed Equity Interests in each impaired class
would receive from the liquidation of the Finance Company Debtors' assets and
properties in the context of chapter 7 liquidation cases. The cash amount which
would be available for the satisfaction of Unsecured Claims and Equity Interests
of the Finance Company Debtors would consist of the proceeds resulting from the
disposition of the unencumbered assets of the Finance Company Debtors, augmented
by the unencumbered Cash held by the Finance Company Debtors at the time of the
commencement of the liquidation cases. Such cash amount would be reduced by the
costs and expenses of the liquidation and by such additional administrative and
priority claims that may result from the termination of the Finance Company
Debtors' businesses and the use of chapter 7 for the purposes of liquidation.

          The Finance Company Debtors' costs of liquidation under chapter 7
would include the fees payable to a trustee in bankruptcy, as well as those
payable to attorneys, investment bankers and other professionals that such
trustee may engage, plus any unpaid expenses incurred by the Finance Company
Debtors during the Chapter 11 Cases, such as compensation for attorneys,
Advisors, accountants and costs and expenses of members of any official
committees that are allowed in the chapter 7 cases. In addition, claims could
arise by reason of the breach or rejection of obligations incurred and executory
contracts entered into or assumed by the Finance Company Debtors during the
pendency of the Chapter 11 Cases.

          The foregoing types of Claims and such other claims which may arise in
the liquidation cases or result from the pending Chapter 11 Cases would be paid
in full from the liquidation proceeds before the balance of those proceeds would
be made available to pay prepetition Claims.

          To determine if the Plan is in the best interests of each impaired
class, the value of the distributions from the proceeds of the liquidation of
the Finance Company Debtors' assets and properties (after subtracting the
amounts attributable to the aforesaid claims) is then compared with the value
offered to such classes of Claims and Equity Interests under the Plan.

          In applying the "best interests" test, it is possible that Claims and
Equity Interests in the chapter 7 cases may not be classified according to the
seniority of such Claims and Equity Interests. In the absence of a contrary
determination by the Bankruptcy Court, all pre-chapter 11 Unsecured Claims which
have the same rights upon liquidation would be treated as one class for the
purposes of determining the potential distribution of the liquidation proceeds
resulting from the chapter 7 cases of the Finance Company Debtors. The
distributions from the liquidation proceeds would be calculated on a Pro Rata
basis according to the amount of the Claim held by each Creditor. Therefore,
Creditors who claim to be third-party beneficiaries of any contractual
subordination provisions might have to seek to enforce such contractual
subordination provisions in the Bankruptcy Court or otherwise. The Finance
Company Debtors believe that the most likely outcome of liquidation proceedings
under chapter 7 would be the application of the rule of absolute priority of
distributions. Under that rule, no junior creditor receives any distribution
until all senior creditors are paid in full with interest and no stockholder
receives any distribution until all Creditors are paid in full with postpetition
interest. Consequently, the Finance Company Debtors believe that pursuant to
chapter 7 of the Bankruptcy Code, Holders of General Unsecured Claims and Equity
Interests would receive no distributions.

          After consideration of the effects that a chapter 7 liquidation would
have on the ultimate proceeds available for distribution to creditors in the
Chapter 11 Cases, including: (a) the increased costs and expenses of a
liquidation under chapter 7 arising from fees payable to a trustee in bankruptcy
and professional advisors to such trustee; and (b) the substantial increases in
claims which would be satisfied on a priority basis or on parity with creditors
in the Chapter 11 Cases, the Finance Company Debtors believe that Confirmation
of the Plan will provide each holder of an Allowed Claim with more than the
amount it would receive pursuant to liquidation of the Finance Company Debtors
under chapter 7 of the Bankruptcy Code.

                                       67
<PAGE>


          The Finance Company Debtors also believe that the value of any
distributions from the liquidation proceeds to each class of Allowed Claims in a
chapter 7 case would be less than the value of distributions under the Plan
because such distributions in a chapter 7 case would not occur for a substantial
period of time. It is likely that distribution of the proceeds of the
liquidation could be delayed for at least a year or more after the completion of
such liquidation in order to resolve claims and prepare for distributions. In
the likely event litigation were necessary to resolve claims asserted in the
chapter 7 cases, the delay could be prolonged.

          Underlying the liquidation analysis are a number of estimates and
assumptions that, although developed and considered reasonable by management,
are inherently subject to significant economic and competitive uncertainties and
contingencies beyond the control of the Finance Company Debtors and management.
The liquidation analysis is also based upon assumptions with regard to
liquidation decisions that are subject to change. Accordingly, the values
reflected may not be realized if the Finance Company Debtors were, in fact, to
undergo such a liquidation. The chapter 7 liquidation period is assumed to be a
period of six to 18 months following the discontinuance of operations. This
period would allow for the collection of receivables, selling of assets and the
winding down of operations.

                                      VI.

                          PLAN-RELATED RISK FACTORS AND
              ALTERNATIVES TO CONFIRMING AND CONSUMMATING THE PLAN

     ALL IMPAIRED HOLDERS SHOULD READ AND CAREFULLY CONSIDER THE FACTORS SET
FORTH BELOW, AS WELL AS THE OTHER INFORMATION SET FORTH OR OTHERWISE REFERENCED
IN THIS AMENDED MODIFIED DISCLOSURE STATEMENT, PRIOR TO VOTING TO ACCEPT OR
REJECT THE PLAN.

     The only alternative to the Plan is the liquidation of the Finance Company
Debtors' Estates under chapter 7 of the Bankruptcy Code. After evaluating this
alternative, the Finance Company Debtors have concluded that the Plan is the
best alternative and will maximize recoveries by parties in interest assuming
confirmation of the Plan. Nonetheless, there are a number of risk factors that
Holders of Claims should consider. Moreover, Holders should also consider the
impact of a chapter 7 alternative. Included in this section is a summary of the
Finance Company Debtors' analysis supporting their conclusion that such a
chapter 7 liquidation would not provide the highest value to
parties-in-interest.

A.   CERTAIN BANKRUPTCY CONSIDERATIONS

     1.   Parties-in-Interest May Object to the Finance Company Debtors'
          Classification of Claims.

          Section 1122 of the Bankruptcy Code provides that a plan of
reorganization may place a class or an interest in a particular class only if
such claim or interest is substantially similar to the other claims or interests
in such class. The Finance Company Debtors believe that the classification of
claims and interests under the Plan complies with the requirements set forth in
the Bankruptcy Code. However, there can be no assurance that the Bankruptcy
Court will reach the same conclusion.

     2.   The Finance Company Debtors May be Unable to Close One or Both of the
          Sale Transactions.

          The Finance Company Debtors anticipate that they will be able to close
the Sale Transactions with CFN and GE. There are many factors outside of the
Finance Company Debtors control, however, including the ability of CFN and/or GE
to finance the Sale Transactions and the ability of the Finance Company Debtors
to obtain necessary governmental consents to the sale or transfer of certain of
their assets. Moreover, it is possible that the Finance Company Debtors may not
be able to meet various closing conditions, and that either CFN or GE would
elect to cancel their respective sale agreements as a result of these failures.

                                       68
<PAGE>

     3.   The Finance Company Debtors May Not be Able to Secure Confirmation of
          the Plan.

          There can be no assurance that the Finance Company Debtors will
receive the requisite acceptances to confirm the Plan. Even if the requisite
acceptances are received, there can be no assurance that the Bankruptcy Court
will confirm the Plan. A non-accepting creditor or equity holder of the Finance
Company Debtors might challenge the adequacy of this Disclosure Statement or
contend that the balloting procedures and results are not in compliance with the
Bankruptcy Code or Bankruptcy Rules. Even if the Bankruptcy Court determined
that the Disclosure Statement and the balloting procedures and results were
appropriate, the Bankruptcy Court could still decline to confirm the Plan if it
found that any of the statutory requirements for confirmation had not been met,
including that the terms of the Plan are fair and equitable to non-accepting
Classes. Section 1129 of the Bankruptcy Code sets forth the requirements for
confirmation and requires, among other things, a finding by the Bankruptcy Court
that the Plan "does not unfairly discriminate" and is "fair and equitable" with
respect to any non-accepting Classes, confirmation of the Plan is not likely to
be followed by a liquidation or a need for further financial reorganization and
the value of distributions to non-accepting Holders of claims and interests
within a particular class under the Plan will not be less than the value of
distributions such Holders would receive if the Finance Company Debtors were
liquidated under chapter 7 of the Bankruptcy Code. While there can be no
assurance that these requirements will be met, the Finance Company Debtors
believe that the Plan will not be followed by a need for further liquidation and
that non-accepting Holders within each Class under the Plan will receive
distributions at least as great as they would receive following a liquidation
under chapter 7 of the Bankruptcy Code when taking into consideration all
administrative claims and costs associated with any such chapter 7 case. The
Finance Company Debtors believe that Holders of Unsecured Claims in the Finance
Company Debtors' would receive no distribution under a liquidation pursuant to
chapter 7.

     4.   The Confirmation and Consummation of the Plan Are Also Subject to
          Certain Conditions as Described Herein.

          If the Plan is not confirmed, it is unclear whether another
liquidating plan could be implemented and what distributions Holders of Claims
or Equity Interests ultimately would receive with respect to their Claims or
Equity Interests. If an alternative liquidating plan could not be agreed to, it
is possible that the Finance Company Debtors would have to liquidate their
assets under chapter 7, in which case it is likely that Holders of Claims would
receive substantially less favorable treatment than they would receive under the
Plan.

     5.   The Finance Company Debtors May Object to the Amount or Classification
          of a Claim.

          The Finance Company Debtors reserve the right to object to the amount
or classification of any Claim or Equity Interest. The estimates set forth in
this Disclosure Statement cannot be relied on by any creditor or equityholder
whose Claim or Equity Interest is subject to an objection. Any such Claim or
Equity Interest Holder may not receive its specified share of the estimated
distributions described in this Disclosure Statement.

     6.   Nonconsensual Confirmation.

          In the event any impaired class of claims or equity interests does not
accept a plan of reorganization, a bankruptcy court may nevertheless confirm
such plan at the proponents' request if at least one impaired class has accepted
the plan (with such acceptance being determined without including the vote of
any "insider" in such class), and as to each impaired class that has not
accepted the plan, the bankruptcy court determines that the plan "does not
discriminate unfairly" and is "fair and equitable" with respect to the
dissenting impaired classes. See Article V.E above, entitled "Voting and
Confirmation -- Statutory Requirements for Confirmation of the Plan." The
Finance Company Debtors believe that the Plan satisfies these requirements, and
pursuant to the Plan, will request such nonconsensual confirmation in accordance
with subsection 1129(b) of the Bankruptcy Code in the event either Class 3, 4, 5
or 6 accepts the Plan.

B.   LIQUIDATION UNDER CHAPTER 7

     If no plan of reorganization can be confirmed, the Finance Company Debtors'
Chapter 11 Cases may be converted to cases under chapter 7 of the Bankruptcy
Code in which a trustee would be elected or appointed to

                                       69
<PAGE>

liquidate the assets of the Finance Company Debtors for distribution to the
holders of Claims and, if permitted, Interests in accordance with the priorities
established by the Bankruptcy Code. A discussion of the effect that a chapter 7
liquidation would have on the recovery of holders of Allowed Claims and Allowed
Interests is set forth in Section V.E.4 herein, entitled "Voting and
Confirmation Procedures - Statutory Requirements for Confirmation of the Plan -
"Best Interests" Test."

     THESE RISK FACTORS CONTAIN CERTAIN STATEMENTS THAT ARE "FORWARD-LOOKING
STATEMENTS" WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT
OF 1995. THESE STATEMENTS ARE SUBJECT TO A NUMBER OF ASSUMPTIONS, RISKS AND
UNCERTAINTIES, MANY OF WHICH ARE BEYOND THE CONTROL OF THE FINANCE COMPANY
DEBTORS, INCLUDING THE IMPLEMENTATION OF THE PLAN, THE CONTINUING AVAILABILITY
OF SUFFICIENT BORROWING CAPACITY OR OTHER FINANCING TO FUND OPERATIONS, THE
CLOSING OF THE SALE TRANSACTIONS, NATURAL DISASTERS AND UNUSUAL WEATHER
CONDITIONS, TERRORIST ACTIONS OR ACTS OF WAR, ACTIONS OF GOVERNMENTAL BODIES,
AND OTHER MARKET AND COMPETITIVE CONDITIONS. HOLDERS OF CLAIMS AND EQUITY
INTERESTS ARE CAUTIONED THAT THE FORWARD-LOOKING STATEMENTS SPEAK AS OF THE DATE
MADE AND ARE NOT GUARANTEES OF FUTURE PERFORMANCE. ACTUAL RESULTS OR
DEVELOPMENTS MAY DIFFER MATERIALLY FROM THE EXPECTATIONS EXPRESSED OR IMPLIED IN
THE FORWARD-LOOKING STATEMENTS, AND THE FINANCE COMPANY DEBTORS UNDERTAKE NO
OBLIGATION TO UPDATE ANY SUCH STATEMENTS.

                                      VII.

                     CERTAIN FEDERAL INCOME TAX CONSEQUENCES

     The following discussion is a summary of certain U.S. federal income tax
consequences of the Plan to the Finance Company Debtors and to holders of Claims
and Interests. This discussion is based on the Internal Revenue Code, Treasury
Regulations promulgated and proposed thereunder, judicial decisions and
published administrative rules and pronouncements of the IRS as in effect on the
date hereof. Due to the complexity of certain aspects of the Plan, the lack of
applicable legal precedent, the possibility of changes in the law, the
differences in the nature of the Claims (including Claims within the same Class)
and Equity Interests, the holders' status and method of accounting (including
holders within the same Class) and the potential for disputes as to legal and
factual matters with the IRS, the tax consequences described herein are subject
to significant uncertainties. No legal opinions have been requested from counsel
with respect to any of the tax aspects of the Plan and no rulings have been or
will be requested from the IRS with respect to the any of the issues discussed
below. Furthermore, legislative, judicial or administrative changes may occur,
perhaps with retroactive effect, which could affect the accuracy of the
statements and conclusions set forth below as well as the tax consequences to
the Finance Company Debtors and the Holders of Claims and Equity Interests.

     This discussion does not purport to address all aspects of U.S. federal
income taxation that may be relevant to the Finance Company Debtors or the
holders of Claims or Interests in light of their personal circumstances, nor
does the discussion deal with tax issues with respect to taxpayers subject to
special treatment under the U.S. federal income tax laws (including, for
example, banks, governmental authorities or agencies, pass-through entities,
brokers and dealers in securities, insurance companies, financial institutions,
tax-exempt organizations, small business investment companies, regulated
investment companies and foreign taxpayers). This discussion does not address
the tax consequences to Holders of Claims who did not acquire such Claims at the
issue price on original issue. No aspect of foreign, state, local or estate and
gift taxation is addressed.

     THE FOLLOWING SUMMARY IS NOT A SUBSTITUTE FOR CAREFUL TAX PLANNING AND
ADVICE BASED UPON THE PERSONAL CIRCUMSTANCES OF EACH HOLDER OF A CLAIM OR
INTEREST. EACH HOLDER OF A CLAIM OR INTEREST IS URGED TO CONSULT WITH SUCH
HOLDER'S TAX ADVISORS CONCERNING THE U.S. FEDERAL, STATE, LOCAL, FOREIGN AND
OTHER TAX CONSEQUENCES APPLICABLE UNDER THE PLAN.

                                       70
<PAGE>

A.   Consequences to Finance Company Debtors

     Under the Plan, the Finance Company Debtors are transferring substantially
all their remaining assets to the Post-Consummation Estate. These transfers of
assets may result in the recognition of taxable gain or loss to the Finance
Company Debtors.

B.   Federal Income Tax Treatment of Post-Consummation Estate

     1.   Classification of Post-Consummation Estate

          Pursuant to the Plan, the Finance Company Debtors will transfer the
Post-Consummation Estate Assets to the Post-Consummation Estate and the
Post-Consummation Estate will become obligated to make Distributions in
accordance with the Plan. The Plan provides, and this discussion assumes, that
the Post-Consummation Estate will be treated for federal income tax purposes as
a "Post-Consummation Estate," as defined in Treasury Regulation Section
301.7701-4(d), and will therefore be taxed as a grantor trust, of which the
Beneficiaries will be treated as the owners and grantors thereof. Accordingly,
because a grantor trust is treated as a pass-through entity for federal income
tax purposes, no tax should be imposed on the Post-Consummation Estate itself or
on the income earned or gain recognized by the Post-Consummation Estate.
Instead, the Beneficiaries will be taxed on their allocable shares of such net
income or gain in each taxable year (determined in accordance with the
Post-Consummation Estate Agreement), whether or not they received any
distributions from the Post-Consummation Estate in such taxable year.

          Although the Post-Consummation Estate has been structured with the
intention of complying with guidelines established by the IRS in Rev. Proc.
94-45, 1994-2 C.B. 684, for the formation of Post-Consummation Estates, it is
possible that the IRS could require a different characterization of the
Post-Consummation Estate, which could result in different and possibly greater
tax liability to the Post-Consummation Estate and/or the holders of Allowed
Claims. No ruling has been or will be requested from the IRS concerning the tax
status of the Post-Consummation Estate and there can be no assurance the IRS
will not require an alternative characterization of the Post-Consummation
Estate. If the Post-Consummation Estate were determined by the IRS to be taxable
not as a Post-Consummation Estate, as described in Treasury Regulation Section
301.7701-4(d), the taxation of the Post-Consummation Estate and the transfer of
assets by the Finance Company Debtors to the Post-Consummation Estate could be
materially different than is described herein and could have a material adverse
effect on the holders of Allowed Claims.

     2.   Tax Reporting

          The Plan Administrator will file tax returns with the IRS for the
Post-Consummation Estate as a grantor trust in accordance with Treasury
Regulation Section 1.671-4(a). The Plan Administrator will also send to each
Beneficiary a separate statement setting forth the Beneficiary's allocable share
of items of income, gain, loss, deduction or credit and will instruct the
Beneficiary to report such items on such Beneficiary's federal income tax
return.

     3.   Reserve for Disputed Claims

          The Plan Administrator must establish a reserve on account of any
distributable amounts required to be set aside on account of Disputed Claims.
Such amounts, net of certain expenses, shall be distributed as such Disputed
Claims are resolved as such amounts would have been distributable had the
Disputed Claims been Allowed Claims as of the Effective Date, together with any
net earnings related thereto. The Post-Consummation Estate will pay taxes on the
taxable net income or gain allocable to holders of Disputed Claims on behalf of
such holders and, when such Disputed Claims are ultimately resolved, holders
whose Disputed Claims are determined to be Allowed Claims will receive
distributions from the Post-Consummation Estate net of taxes which the
Post-Consummation Estate had previously paid on their behalf.

                                       71
<PAGE>


C.   Consequence to Holders of Claims

     The federal income tax consequences of the Plan to a holder of a Claim will
depend upon several factors, including but not limited to: (i) the origin of the
holder's Claim, (ii) whether the holder is a resident of the United States for
tax purposes (or falls into any of the special classes of taxpayers excluded
from this discussion as noted above), (iii) whether the holder reports income on
the accrual or cash basis method, (iv) whether the holder has taken a bad debt
deduction or worthless security deduction with respect to this Claim and (v)
whether the holder receives distributions under the Plan in more than one
taxable year. HOLDERS ARE STRONGLY ADVISED TO CONSULT THEIR TAX ADVISORS WITH
RESPECT TO THE TAX TREATMENT UNDER THE PLAN OF THEIR PARTICULAR CLAIMS.

     1.   Holders of Claims

          Generally, a holder of an Allowed Claim will recognize gain or loss
equal to the difference between the "amount realized" by such holder and such
holder's adjusted tax basis in the Allowed Claim. The "amount realized" is equal
to the sum of the Cash and the fair market value of any other consideration
received under the Plan in respect of a holder's Claim, including, to the extent
such holder is a Beneficiary of the Post-Consummation Estate, the fair market
value of each such holder's proportionate share of the assets transferred to the
Post-Consummation Estate on behalf of and for the benefit of such holder (to the
extent that such Cash or other property is not allocable to any portion of the
Allowed Claim representing accrued but unpaid interest (see discussion below)).

          The transfer of the Post-Consummation Estate Assets to the
Post-Consummation Estate by the Finance Company Debtors should be treated for
federal income tax purposes as a transfer of such Post-Consummation Estate
Assets to the holders of Allowed Claims to the extent they are Beneficiaries of
the Post-Consummation Estate, followed by a deemed transfer of such
Post-Consummation Estate Assets by such Beneficiaries to the Post-Consummation
Estate. As a result of such treatment, such holders of Allowed Claims will have
to take into account the fair market value of their pro rata share, if any, of
the Post-Consummation Estate Assets transferred on their behalf to the
Post-Consummation Estate in determining the amount of gain realized and required
to be recognized upon consummation of the Plan on the Effective Date. In
addition, since a holder's share of the assets held in the Post-Consummation
Estate may change depending upon the resolution of Disputed Claims, the holder
may be prevented from recognizing any loss in connection with consummation of
the Plan until the time that all such Disputed Claims have been resolved. The
Plan Administrator will provide the holders of Allowed Claims with valuations of
the assets transferred to the Post-Consummation Estate on behalf of and for the
benefit of such holders and such valuations should be used consistently by the
Post-Consummation Estate and such holders for all federal income tax purposes.
HOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS CONCERNING THE RECOGNITION OF GAIN
OR LOSS, FOR FEDERAL INCOME TAX PURPOSES, ON THE SATISFACTION OF THEIR ALLOWED
CLAIMS.

     2.   Distributions in Discharge of Accrued but Unpaid Interest

          Pursuant to the Plan, distributions received in respect of Allowed
Claims will be allocated first to the principal amount of such Allowed Claims,
with any excess allocated to accrued but unpaid interest. However, there is no
assurance that the IRS will respect such allocation for federal income tax
purposes. Holders of Allowed Claims not previously required to include in their
taxable income any accrued but unpaid interest on an Allowed Claim may be
treated as receiving taxable interest, to the extent any consideration they
receive under the Plan is allocable to such accrued but unpaid interest. Holders
previously required to include in their taxable income any accrued but unpaid
interest on an Allowed Claim may be entitled to recognize a deductible loss, to
the extent that such accrued but unpaid interest is not satisfied under the
Plan. HOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS CONCERNING THE ALLOCATION OF
CONSIDERATION RECEIVED IN SATISFACTION OF THEIR ALLOWED CLAIMS AND THE FEDERAL
INCOME TAX TREATMENT OF ACCRUED BUT UNPAID INTEREST.

                                       72
<PAGE>

     3.   Character of Gain or Loss; Tax Basis; Holding Period

          The character of any gain or loss as long-term or short-term capital
gain or loss or as ordinary income or loss recognized by a holder of Allowed
Claims under the Plan will be determined by a number of factors, including, but
not limited to, the status of the holder, the nature of the Allowed Claim in
such holder's hands, the purpose and circumstances of its acquisition, the
holder's holding period of the Allowed Claim, and the extent to which the holder
previously claimed a deduction for the worthlessness of all or a portion of the
Allowed Claim. The holder's aggregate tax basis for any consideration received
under the Plan will generally equal the amount realized in the exchange (less
any amount allocable to interest as described in the next paragraph). The
holding period for any consideration received under the Plan will generally
begin on the day following the receipt of such consideration.

D.   Consequences to Holders of Interests

     Pursuant to the Plan, all Interests in all of the Finance Company Debtors
are being extinguished. A holder of any Interest extinguished under the Plan
should generally be allowed a "worthless stock deduction" in an amount equal to
the holder's adjusted basis in the holder's Interest. A "worthless stock
deduction" is a deduction allowed to a holder of a corporation's stock for the
taxable year in which such stock becomes worthless. If the holder held the
Interest as a capital asset, the loss will be treated as a loss from the sale or
exchange of such capital asset. Capital gain or loss will be long-term if the
Interest was held by the holder for more than one year and otherwise will be
short-term. Any capital losses realized generally may be used by a corporate
holder only to offset capital gains, and by an individual holder only to the
extent of capital gains plus $3,000 of other income.

     Under the Plan, the Finance Company Debtors are transferring their
remaining assets to the Post-Consummation Estate.

E.   Withholding

     All Distributions to holders of Allowed Claims under the Plan are subject
to any applicable withholding, including employment tax withholding. The Finance
Company Debtors and/or the Post-Consummation Estate will withhold appropriate
employment taxes with respect to payments made to a holder of an Allowed Claim
which constitutes a payment for compensation. Payors of interest, dividends, and
certain other reportable payments are generally required to withhold at a rate
not in excess of 30.5% of such payments if the payee fails to furnish such
payee's correct taxpayer identification number (social security number or
employer identification number), to the payor. The Finance Company Debtors
and/or the Post-Consummation Estate may be required to withhold a portion of any
payments made to a holder of an Allowed Claim if the holder (i) fails to furnish
the correct social security number or other taxpayer identification number
("TIN") of such holder, (ii) furnishes an incorrect TIN, (iii) has failed to
properly report interest or dividends to the IRS in the past, or (iv) under
certain circumstances, fails to provide a certified statement signed under
penalty of perjury, that the TIN provided is the correct number and that such
holder is not subject to backup withholding. Backup withholding is not an
additional tax but merely an advance payment, which may be refunded to the
extent it results in an overpayment of tax. Certain persons are exempt from
backup withholding, including, in certain circumstances, corporations and
financial institutions.

     AS INDICATED ABOVE, THE FOREGOING IS INTENDED TO BE A SUMMARY ONLY AND NOT
A SUBSTITUTE FOR CAREFUL TAX PLANNING WITH A TAX PROFESSIONAL. THE FEDERAL,
STATE, LOCAL AND OTHER TAX CONSEQUENCES OF THE PLAN ARE COMPLEX AND, IN SOME
CASES, UNCERTAIN. ACCORDINGLY, EACH HOLDER OF A CLAIM OR INTEREST IS URGED TO
CONSULT SUCH HOLDER'S TAX ADVISORS CONCERNING THE FEDERAL, STATE, LOCAL AND
OTHER TAX CONSEQUENCES APPLICABLE UNDER THE PLAN.

                                       73
<PAGE>

                                     VIII.

                            MISCELLANEOUS PROVISIONS

     Certain additional miscellaneous information regarding the Plan and the
Chapter 11 Cases is set forth below.

A.   PENDING LITIGATION

     The Finance Company Debtors are involved from time to time in routine
litigation that is incidental to their businesses. A summary of such pending
litigation is contained in Article I.D herein. The Finance Company Debtors do
not believe that the outcome of this litigation will have a materially adverse
effect upon the Finance Company Debtors. The Finance Company Debtors expressly
reserve their rights to, among other things, enforce, pursue, prosecute and
settle (or decline to do any of the foregoing) all claims, defenses or causes of
action, among other things, that arise from or relate in any way to the
operation of their business. The Plan does not impair the rights of a person or
entity involved in any currently pending litigation with the Finance Company
Debtors of which they have knowledge.

B.   SUCCESSORS AND ASSIGNS

     The rights, benefits and obligations of any Person or Entity named or
referred to in the Plan shall be binding on, and shall inure to the benefit of
any heir, executor, administrator, successor or assign of such Person or Entity.

C.   RESERVATION OF RIGHTS

     None of the filing of the Plan, any statement or provision contained
herein, or the taking of any action by the Finance Company Debtors with respect
to the Plan shall be or shall be deemed to be an admission or waiver of any
rights of the Finance Company Debtors with respect to the Holders of Claims or
Equity Interests prior to the Effective Date.

D.   SERVICE OF DOCUMENTS

     Except as otherwise provided by order of the Bankruptcy Court, any
pleading, notice or other document required by the Plan to be served on or
delivered to Post-Consummation Estate shall be sent by first class U.S. mail,
postage prepaid to:

<TABLE>
<S>    <C>                                                   <C>
Counsel to the Finance Company Debtors                       Finance Company Debtors' Solicitation Agent
--------------------------------------                       -------------------------------------------
Kirkland & Ellis                                             Bankruptcy Management Corporation
200 East Randolph Drive                                      1330 E. Franklin Avenue
Chicago, Illinois 60601                                      El Segundo, CA 90245
Attn:  Anne Marrs Huber, Esq.                                Attn: Finance Company Debtors' Solicitation Agent
       Anup Sathy, Esq.
       Roger J. Higgins, Esq.

United States Trustee                                        Counsel to the Official Committee of the Finance
---------------------                                        Company Debtors
Office of the United States Trustee (Region 11)              ---------------
227 West Monroe Street, Suite 3350                           Greenberg Traurig, P.C.
Chicago, Illinois 60606                                      77 West Wacker Drive, Suite 2500
Attn: Ira Bodenstein, Esq.                                   Chicago, Illinois 60601
                                                             Attn: Keith J. Shapiro, Esq.
</TABLE>

                                       74
<PAGE>
<TABLE>
<S>                                                          <C>

Counsel for the Official Committee of the                    Counsel to the Official Committee of the Trust
Reorganizing Debtors                                         Preferred Securities
--------------------                                         --------------------
Fried Frank Harris Shriver & Jacobson                        Saul Ewing LLP
One New York Plaza                                           222 Delaware Avenue, Suite 1200
New York, New York 10004                                     Wilmington, Delaware 19801
Attn: Brad Eric Scheler, Esq.                                Attn: Donald J. Detweiler, Esq.

Mayer, Brown, Rowe & Maw                                     Jenner & Block, LLC
190 South LaSalle Street                                     One IBM Plaza
Chicago, Illinois 60603-3441                                 Chicago, Illinois 60611
Attn: Thomas Kiriakos, Esq.                                  Attn: Catherine L. Steege, Esq.

</TABLE>

                                      IX.

                                 RECOMMENDATION

     In the opinion of the Finance Company Debtors, the Plan is preferable to
the alternatives described herein because it provides for a larger distribution
to the Holders than would otherwise result in a liquidation under Chapter 7 of
the Bankruptcy Code. In addition, any alternative other than confirmation of the
Plan could result in extensive delays and increased administrative expenses
resulting in smaller distributions to the Holders of Claims. Accordingly, the
Finance Company Debtors recommend that Holders of Claims entitled to vote on the
Plan support confirmation of the Plan and vote to accept the Plan.








                                       75

<PAGE>




Dated:  March __, 2003                       Respectfully Submitted,


CONSECO FINANCE CORP.                        CRUM-REED GENERAL AGENCY, INC.

By: /s/ Charles H. Cremens                   By: /s/ Joseph E. Huguelet, III
   ------------------------------               --------------------------------
Name:    Charles H. Cremens                  Name:    Joseph E. Huguelet, III
Title:   President & CEO                     Title:   President


CONSECO FINANCE SERVICING CORP.              GREEN TREE FINANCE CORP.-TWO

By: /s/ Charles H. Cremens                 By: /s/ Charles H. Cremens
   ------------------------------             --------------------------------
Name:    Charles H. Cremens                Name:    Charles H. Cremens
Title:   President                         Title:   President



GREEN TREE RESIDUAL FINANCE CORP. I        CONSECO FINANCE CANADA COMPANY
                                           (Green Tree Financial Canada Company)

By: /s/ Charles H. Cremens                 By:  /s/ Charles H. Cremens
   ------------------------------              --------------------------------
Name:    Charles H. Cremens                Name:    Charles H. Cremens
Title:   President                         Title:   President



GREEN TREE FINANCE CORP.-FIVE

By: /s/ Charles H. Cremens                 CONSECO AGENCY OF KENTUCKY, INC.
   ------------------------------          (Green Tree Agency of Kentucky, Inc.)
Name:    Charles H. Cremens
Title:   President
                                           By: /s/ Joseph E. Huguelet, III
                                              ----------------------------------
                                           Name:    Joseph E. Huguelet, III
                                           Title:   President

CONSECO FINANCE NET INTEREST MARGIN
FINANCE CORP. I

By:  /s/ Charles H. Cremens                LANDMARK MANUFACTURED HOUSING, INC.
   ------------------------------
Name:    Charles H. Cremens
Title:   President                         By:  /s/ Brian F. Corey
                                              ----------------------------------
                                           Name:    Brian F. Corey
                                           Title:   Senior Vice President and
                                                    Secretary

CONSECO FINANCE NET INTEREST MARGIN
FINANCE CORP. II

By: /s/ Charles H. Cremens
   ------------------------------
Name:    Charles H. Cremens
Title:   President

<PAGE>

CONSECO AGENCY OF ALABAMA, INC. (Green     CONSECO FINANCE CANADA HOLDING
Tree Agency of Alabama, Inc.)              COMPANY (Green Tree Financial Canada
                                           Holding Company)
By: /s/ Joseph E. Huguelet, III
   ------------------------------
Name:    Joseph E. Huguelet, III           By: /s/ Charles H. Cremens
Title:   President                            ----------------------------------
                                           Name:    Charles H. Cremens
                                           Title:   President


RICE PARK PROPERTIES CORPORATION
                                           CONSECO FINANCE CREDIT CORP. (Green
By: /s/ James R. Breakey                   Tree Credit Corp.)
   ------------------------------
Name:    James R. Breakey
Title:   President                         By: /s/ Charles H. Cremens
                                              ----------------------------------
                                           Name:    Charles H. Cremens
                                           Title:   President


GREEN TREE FLOORPLAN FUNDING CORP.

By: /s/ Charles H. Cremens                 CONSECO AGENCY OF NEW YORK, INC.
   ------------------------------          (GTA Agency, Inc.)
Name:    Charles H. Cremens
Title:   President
                                           By: /s/ Joseph E. Huguelet, III
                                              ----------------------------------
                                           Name:    Joseph E. Huguelet, III
                                           Title:   President



CONSECO FINANCE LOAN COMPANY (Green
Tree Financial Loan Company)

By:  /s/ Charles H. Cremens                CONSECO AGENCY INC. (Green Tree
   ------------------------------          Agency, Inc.)
Name:    Charles H. Cremens
Title:   President
                                           By: /s/ Joseph E. Huguelet, III
                                              ----------------------------------
                                           Name:    Joseph E. Huguelet, III
                                           Title:   President

CONSECO FINANCE CONSUMER DISCOUNT
COMPANY (Green Tree Consumer Discount
Company)
                                           CONSECO FINANCE CORP.-ALABAMA (Green
By:  /s/ Charles H. Cremens                Tree Financial Corp.-Alabama)
    -----------------------------
Name:    Charles H. Cremens
Title:   President
                                           By: /s/ Charles H. Cremens
                                              ----------------------------------
                                           Name:    Charles H. Cremens
                                           Title:   President


<PAGE>

CONSECO FINANCE CREDIT CARD CORP.          MILL CREEK SERVICING CORPORATION

By: /s/ Charles H. Cremens                 By: /s/ Todd G. Woodard
   ------------------------------             ----------------------------------
Name:    Charles H. Cremens                Name:    Todd G. Woodard
Title:   President                         Title:   President



CONSECO AGENCY OF NEVADA, INC.
(Green Tree Agency of Nevada, Inc.)


By: /s/ Joseph E. Huguelet, III
   ------------------------------
Name:    Joseph E. Huguelet, III
Title:   President







<PAGE>

Prepared by:

James H.M. Sprayregen, P.C.
Richard L. Wynne
Anne Marrs Huber
Anup Sathy
Ross Kwasteniet
KIRKLAND & ELLIS
200 East Randolph Drive
Chicago, IL 60601-6636
(312) 861-2000 (telephone)
(312) 861-2200 (facsimile)

COUNSEL TO DEBTORS AND DEBTORS IN
POSSESSION