Exhibit 2.5

                      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)



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






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 "CFC 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 CFC Filing Entities", together with the CFC Debtors and
     the CFC Subsidiary Debtors, the "Finance Company Debtors").
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                                TABLE OF CONTENTS
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ARTICLE I.

         DEFINED TERMS, RULES OF INTERPRETATION,
         COMPUTATION OF TIME AND GOVERNING LAW....................................................................1
                  A.       Rules of Interpretation, Computation of Time and Governing Law.........................1
                  B.       Proponents of Plan.....................................................................1
                  C.       Defined Terms..........................................................................1

ARTICLE II.

         SUBSTANTIVE CONSOLIDATION
         OF ASSETS AND LIABILITIES OF DEBTORS;
         CANCELLATION OF INTERCOMPANY CLAIMS.....................................................................11
                  A.       Substantive Consolidation.............................................................11
                  B.       Cancellation of Intercompany Claims...................................................11

ARTICLE III.

         UNCLASSIFIED CLAIMS AGAINST THE FINANCE COMPANY DEBTORS.................................................11
                  A.       DIP Facility Claims...................................................................11
                  B.       Administrative Claims.................................................................11
                  C.       Priority Tax Claims...................................................................11

ARTICLE IV.

         CLASSIFICATION AND TREATMENT OF CLASSIFIED CLAIMS
         AND EQUITY INTERESTS....................................................................................12
                  A.       Summary...............................................................................12
                  B.       Classification and Treatment of Classified Claims and Equity Interests:...............12

ARTICLE V.

         ACCEPTANCE OR REJECTION OF THE PLAN.....................................................................14
                  A.       Voting Classes........................................................................14
                  B.       Acceptance by Impaired Classes........................................................14
                  C.       Presumed Acceptance of the Plan.......................................................15
                  D.       Presumed Rejection of the Plan........................................................15
                  E.       Non-Consensual Confirmation...........................................................15

ARTICLE VI.

         PROVISIONS FOR IMPLEMENTATION OF THE PLAN...............................................................15
                  A.       Sale of Assets........................................................................15
                  B.       Establishment of the Post-Consummation Estate.........................................15
                  C.       Funding Expenses of the Post-Consummation Estate......................................15
                  D.       Corporate Action......................................................................16
                  E.       Appointment of Plan Administrator.....................................................16
                  F.       Cancellation of Notes, Instruments, Debentures and Equity Securities..................16
                  G.       Creation of Creation of Professional Escrow Account...................................16
                  H.       Creation of Employee Benefit Escrow Account...........................................16
                  I.       Creation of Lehman Escrow Account.....................................................16
                  J.       Creation of 93/94 Note Claim Escrow Account...........................................16
                  K.       Creation of Consent Agreement Reserve Account.........................................16

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                  L.       Retiree Benefits......................................................................17

ARTICLE VII.

         EXECUTORY CONTRACTS AND UNEXPIRED LEASES................................................................17
                  A.       Assumption and Rejection of Executory Contracts and Unexpired Leases..................17
                  B.       Rejection Claims; Cure of Defaults....................................................17

ARTICLE VIII.

         PROVISIONS REGARDING DISTRIBUTIONS......................................................................17
                  A.       Time and Method of Distributions......................................................17
                  B.       Manner of Payment under the Plan......................................................18
                  C.       Delivery of Distributions.............................................................18
                  D.       Undeliverable Distributions...........................................................18
                  E.       Compliance with Tax Requirements/Allocation...........................................18
                  F.       Time Bar to Cash Payments.............................................................19
                  G.       Distributions after Effective Date....................................................19
                  H.       Fractional Dollars; De Minimis Distributions..........................................19
                  I.       Set-Offs..............................................................................19
                  J.       Setoff of Certain Intercompany Notes..................................................19
                  K.       Preservation of Finance Company Debtors' Subordination Rights.........................19
                  L.       Waiver by Creditors of All Subordination Rights.......................................20
                  M.       Settlement of Claims and Controversies................................................20

ARTICLE IX.

         PROCEDURES FOR RESOLUTION OF DISPUTED, CONTINGENT
         AND UNLIQUIDATED CLAIMS OR EQUITY INTERESTS.............................................................20
                  A.       Objections to Claims; Prosecution of Disputed Claims..................................20
                  B.       Estimation of Claims..................................................................20
                  C.       Controversy Concerning Impairment.....................................................21
                  D.       Payments and Distributions on Disputed Claims.........................................21

ARTICLE X.

         CONDITIONS PRECEDENT TO CONFIRMATION
         AND EFFECTIVE DATE OF THE PLAN..........................................................................21
                  A.       Conditions Precedent to Confirmation..................................................21
                  B.       Conditions Precedent to Effective Date of the Plan....................................21
                  C.       Waiver of Conditions Precedent........................................................22
                  D.       Effect of Non-Occurrence of Consummation..............................................22

ARTICLE XI.

         RELEASE, INJUNCTIVE AND RELATED PROVISIONS..............................................................22
                  A.       Compromise and Settlement.............................................................22
                  B.       Releases by the Finance Company Debtors...............................................22
                  C.       Releases by Holders of Claims.........................................................23
                  D.       Exculpation...........................................................................23
                  E.       Preservation of Rights of Action......................................................23
                  F.       Discharge of Claims and Termination of Equity Interests...............................25
                  G.       Injunction............................................................................25
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ARTICLE XII.

         POST-CONSUMMATION ESTATE; THE PLAN ADMINISTRATOR........................................................26
                  A.       Generally.............................................................................26
                  B.       Purpose of the Post-Consummation Estate...............................................26
                  C.       Transfer of Assets....................................................................26
                  D.       Valuation of Assets...................................................................26
                  E.       Distribution; Withholding.............................................................27
                  F.       Post-Consummation Estate Implementation...............................................27
                  G.       Disputed Claims Reserve...............................................................27
                  H.       Termination of Post-Consummation Estate...............................................27
                  I.       Termination of Plan Administrator.....................................................28
                  J.       Exculpation; Indemnification..........................................................28

ARTICLE XIII.

         RETENTION OF JURISDICTION...............................................................................28

ARTICLE XIV.

         MISCELLANEOUS PROVISIONS................................................................................29
                  A.       Modification of Plan Supplement.......................................................29
                  B.       Effectuating Documents, Further Transactions and Corporation Action...................29
                  C.       Dissolution of Committee(s)...........................................................29
                  D.       Payment of Statutory Fees.............................................................30
                  E.       Modification of Plan..................................................................30
                  F.       Revocation of Plan....................................................................30
                  G.       Successors and Assigns................................................................30
                  H.       Reservation of Rights.................................................................30
                  I.       Section 1146 Exemption................................................................30
                  J.       Further Assurances....................................................................31
                  K.       Service of Documents..................................................................31
                  L.       Transactions on Business Days.........................................................32
                  M.       Filing of Additional Documents........................................................32
                  N.       Post-Effective Date Fees and Expenses.................................................32
                  O.       Severability..........................................................................32
                  P.       Conflicts.............................................................................32
                  Q.       Term of Injunctions or Stays..........................................................32
                  R.       Entire Agreement......................................................................32
                  S.       Closing of the Chapter 11 Cases.......................................................32

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

     Pursuant to Title 11 of the United States Code, 11 U.S.C. ss.ss. 101 et
seq., the Finance Company Debtors and Debtors-in-Possession (including, for
purposes of the Plan, the New CFC Filing Entities) in the above-captioned and
numbered cases, hereby respectfully propose the following Joint Liquidating Plan
of Reorganization under Chapter 11 of the Bankruptcy Code (as defined):

                                   ARTICLE I
                                   ---------

                     DEFINED TERMS, RULES OF INTERPRETATION,
                      COMPUTATION OF TIME AND GOVERNING LAW

A.   Rules of Interpretation, Computation of Time and Governing Law

     1. For purposes herein: (a) whenever from the context it is appropriate,
each term, whether stated in the singular or the plural, shall include both the
singular and the plural, and pronouns stated in the masculine, feminine or
neuter gender shall include the masculine, feminine and the neuter gender; (b)
any reference herein to a contract, instrument, release, indenture or other
agreement or document being in a particular form or on particular terms and
conditions means that such document shall be substantially in such form or
substantially on such terms and conditions; (c) any reference herein to an
existing document or exhibit Filed, or to be Filed, shall mean such document or
exhibit, as it may have been or may be amended, modified or supplemented; (d)
unless otherwise specified, all references herein to Sections and Articles are
references to Sections and Articles hereof or hereto; (e) the words "herein,"
"hereof" and "hereto" refer to the Plan in its entirety rather than to a
particular portion of this Plan; (f) captions and headings to Articles and
Sections are inserted for convenience of reference only and are not intended to
be a part of or to affect the interpretation hereof; (g) the rules of
construction set forth in section 102 of the Bankruptcy Code shall apply; and
(h) any term used in capitalized form herein that is not otherwise defined but
that is used in the Bankruptcy Code or the Bankruptcy Rules shall have the
meaning assigned to such term in the Bankruptcy Code or the Bankruptcy Rules, as
the case may be.

     2. In computing any period of time prescribed or allowed hereby, the
provisions of Fed. R. Bankr. P. 9006(a) shall apply.

     3. Except to the extent that the Bankruptcy Code or Bankruptcy Rules are
applicable, and subject to the provisions of any contract, instrument, release,
indenture or other agreement or document entered into in connection herewith,
the rights and obligations arising hereunder shall be governed by, and construed
and enforced in accordance with, the laws of the State of New York, without
giving effect to the principles of conflict of laws thereof.

B.   Proponents of Plan

     The Finance Company Debtors have proposed this Plan. Article IV contains
the classification and treatment of Claims and Equity Interests against the
Finance Company Debtors. The Holding Company Debtors are not proponents of this
Plan.

C.   Defined Terms

          Unless the context otherwise requires, the following terms shall have
the following meanings when used in capitalized form herein:

     1. "93/94 Notes" means, collectively, (i) the $200,000,000 original
principal amount 8.125% senior notes due February 15, 2003, issued by CNC, with
$67,892,689 in principal and accrued but unpaid interest outstanding as of the
Petition Date, and (ii) the $200,000,000 original principal amount 10.5% senior
notes due
<PAGE>


December 15, 2004, issued by CNC, with $25,855,090 in principal and accrued but
unpaid interest outstanding as of the Petition Date.

     2. "93/94 Note Claims" means claims derived from or based upon the 93/94
Notes.

     3. "93/94 Note Claim Escrow Account" means an interest-bearing savings
account funded out of the Sale Proceeds pursuant to the Sale Orders and
maintained by the Finance Company Debtors or the Plan Administrator, as the case
may be, solely for the purpose of paying, and sufficient to pay, the Allowed
93/94 Note Claims.

     4. "Accrued Professional Compensation" means, at any given moment, all
accrued fees and expenses (including but not limited to success fees) for
services rendered by all Professionals in the Chapter 11 Cases that the
Bankruptcy Court has not denied by Final Order, to the extent such fees and
expenses have not been paid regardless of whether a fee application is filed for
such amount. To the extent a court denies by Final Order a Professional's fees
or expenses, such amounts shall no longer be considered Accrued Professional
Compensation.

     5. "Administrative Claim" means a Claim for costs and expenses of
administration under sections 503(b), 507(a)(1), 507(b) or 1114(e)(2) of the
Bankruptcy Code, including, but not limited to: (i) the actual and necessary
costs and expenses incurred after the Petition Date of preserving the Estate and
operating the businesses of the Finance Company Debtors (such as wages,
salaries, reimbursement obligations or commissions for services and payments for
goods and other services and leased premises); (ii) compensation for legal,
financial advisory, accounting and other services and reimbursement of expenses
awarded or allowed under sections 328, 330(a) or 331 of the Bankruptcy Code or
otherwise for the period commencing on the Petition Date and ending on the
Confirmation Date; (iii) all fees and charges assessed against the Estate under
chapter 123 of title 28 United States Code, 28 U.S.C. ss.ss. 1911-1930 and (iv)
any obligations designated as Allowed Administrative Claims pursuant to a Final
Order.

     6. "Affiliate" means any Entity that is an affiliate of the Finance Company
Debtors within the meaning of section 101(2) of the Bankruptcy Code.

     7. "Allowed" means, with respect to Claims or Equity Interests, (i) any
Claim against or Equity Interest in a Finance Company Debtor, proof of which is
timely Filed, or by order of the Bankruptcy Court is not or will not be required
to be Filed, (ii) any Claim or Equity Interest that has been or is hereafter
listed in the Schedules as neither disputed, contingent or unliquidated, and for
which no timely proof of Claim has been Filed, or (iii) any Claim Allowed
pursuant to the Plan; provided, however, that with respect to any Claim or
Equity Interest described in clauses (i) or (ii) immediately above, such Claim
or Equity Interest shall be Allowed only if (x) no objection to the allowance
thereof has been interposed within the applicable period of time fixed by the
Plan, the Bankruptcy Code, the Bankruptcy Rules or the Bankruptcy Court or (y)
such an objection is so interposed and the Claim or Equity Interest shall have
been Allowed by a Final Order (but only if such allowance was not solely for the
purpose of voting to accept or reject the Plan). Except as otherwise specified
in the Plan or a Final Order of the Bankruptcy Court, the amount of an Allowed
Claim shall not include interest on such Claim from and after the Petition Date.

     8. "Ballot" or "Ballots" mean the ballots accompanying the Disclosure
Statement upon which Holders of Impaired Claims or Impaired Equity Interests
entitled to vote shall indicate their acceptance or rejection of the Plan in
accordance with the Plan and the Voting Instructions.

     9. "Balloting Agent" means Bankruptcy Management Corporation, retained by
order of the Bankruptcy Court dated January 14, 2003

     10. "Bankruptcy Code" means Title 11 of the United States Code and
applicable portions of Titles 18 and 28 of the United States Code.

     11. "Bankruptcy Court" means the United States Bankruptcy Court for the
Northern District of Illinois, or any other court having jurisdiction over the
Chapter 11 Cases.

                                       2
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     12. "Bankruptcy Rules" means the Federal Rules of Bankruptcy Procedure, as
amended from time to time, as applicable to the Chapter 11 Cases, promulgated
under 28 U.S.C. ss. 2075 and the General, Local and Chambers Rules of the
Bankruptcy Court, as amended from time to time.

     13. "Beneficial Holder" means the Person or Entity holding the beneficial
interest in a Claim or Equity Interest.

     14. "Business Day" means any day, other than a Saturday, Sunday, "legal
holiday" (as defined in Bankruptcy Rule 9006(a)) or any other day on which
commercial banks in New York, New York are required or are authorized to close
by law or executive order.

     15. "Buyers" means CFN and GE.

     16. "Cash" means legal tender of the United States of America or the
equivalent thereof, including bank deposits, checks and Cash Equivalents.

     17. "Cash Equivalents" means equivalents of Cash in the form of readily
marketable securities or instruments issued by a Person other than the Finance
Company Debtors, including, without limitation, readily marketable direct
obligations of, or obligations guaranteed by, the United States of America,
commercial paper of domestic corporations carrying a Moody's rating of "A" or
better, or equivalent rating of any other nationally recognized rating service,
or interest bearing certificates of deposit or other similar obligations of
domestic banks or other financial institutions having a shareholders' equity or
capital of not less than one hundred million dollars ($100,000,000) having
maturities of not more than one (1) year, at the then best generally available
rates of interest for like amounts and like periods.

     18. "Cash Management Order" means that certain order of the Bankruptcy
Court, entered on or about December 18, approving and authorizing the
continuation of the Finance Company Debtors' cash management system.

     19. "Causes of Action" means all Claims, actions, causes of action, choses
in action, suits, debts, dues, sums of money, accounts, reckonings, bonds,
bills, specialties, covenants, contracts, controversies, agreements, promises,
variances, trespasses, damages, judgments, third-party claims, counterclaims,
and crossclaims (including, but not limited to, all claims and any avoidance,
recovery, subordination or other actions against insiders and/or any other
Entities under the Bankruptcy Code, including sections 506, 510, 542, 543, 544,
545, 547, 548 549, 500, 551, and 553 of the Bankruptcy Code or otherwise) of the
Finance Company Debtors, the Debtors-in-Possession, and/or the Post-Consummation
Estate (including, but not limited to, those actions listed in Section 12.5 of
the Plan) that are or may be pending on the Effective Date or instituted by the
Plan Administrator, on behalf of the Post-Consummation Estate, after the
Effective Date against any Person or Entity, based in law or equity, including,
but not limited to, under the Bankruptcy Code, whether direct, indirect,
derivative, or otherwise and whether asserted or unasserted as of the date of
entry of the Confirmation Order (unless released or resolved pursuant to the
Plan or otherwise prior to the Effective Date). Causes of Action include, but
are not limited to, Third Party Actions, but do not include any such actions
included in the Divested Assets (if any)).

     20. "CFC" means Conseco Finance Corp., a Delaware corporation.

     21. "CFC/CIHC Intercompany Note" means that certain $1,460,799,080 note due
May 11, 2005, issued September 9, 2000, by CFC to CIHC, with $277,376,671 in
principal and accrued but unpaid interest outstanding as of the Petition Date.

     22. "CFC Preferred Stock" means those 750 shares of 9% Redeemable
Cumulative Preferred Stock of CFC, held by CNC, with a stated value of $1
million per share.

     23. "CFC Residual Intercompany Claims" means the amount (if any) that CIHC
owes to CFC on account of the CIHC/CFC Intercompany Note after setoff of the
CFC/CIHC Intercompany Note.

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     24. "CFC Subsidiary Debtor Petition Date" means February 3, 2003.

     25. "CFN" means CFN Investments Holdings LLC, a Delaware limited liability
company.

     26. "CFN Closing Date" means the date of the closing of the transaction
contemplated by the CFN Purchase Agreement.

     27. "CFN Purchase Agreement" means that certain amended and restated Asset
Purchase Agreement dated March 14, 2003, between CFC and certain of its
subsidiaries and CFN.

     28. "CFN Sale Order" means that certain order entered by the Bankruptcy
Court on March 14, 2003, authorizing and approving the CFN Purchase Agreement.

     29. "CFSC" means Conseco Finance Servicing Company, a Delaware corporation.

     30. "Chapter 11 Cases" means the following cases styled In re: Conseco,
Inc., et al., including (i) the chapter 11 bankruptcy proceedings filed by CFC
and CFSC on the Initial Petition Date in the Bankruptcy Court, with case numbers
02-49675-02-49676, (ii) with the chapter 11 bankruptcy proceedings filed by the
CFC Subsidiary Debtors on the CFC Subsidiary Debtor Petition Date in the
Bankruptcy Court, with case numbers 03-04692-03-04709 and (iii) the chapter 11
bankruptcy proceedings to be filed by the New CFC Filing Entities prior to
Confirmation.

     31. "CIHC" means CIHC, Incorporated, a Delaware corporation.

     32. "CIHC/CFC Intercompany Note" means the $400 million original principal
amount note dated May 11, 2002, issued by CIHC to CFC, with approximately
$315,030,986 in principal and accrued but unpaid interest as of the Petition
Date.

     33. "Claim" means a claim (as defined in section 101(5) of the Bankruptcy
Code) against a Debtor, including, but not limited to: (a) any right to payment
from a Debtor whether or not such right is reduced to judgment, liquidated,
unliquidated, contingent, matured, unmatured, disputed, undisputed, legal,
equitable, secured or unsecured; or (b) any right to an equitable remedy for
breach of performance if such performance gives rise to a right of payment from
a Debtor, whether or not such right to an equitable remedy is reduced to
judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured
or unsecured.

     34. "Claims Objection Deadline" means 180 days after the Effective Date.

     35. "Class" means a category of Holders of Claims or Equity Interests as
set forth in Article IV herein .

     36. "Committee" means the Official Committee of Unsecured Creditors of the
Finance Company Debtors.

     37. "Committee Members" means any current or former members of the
Committee.

     38. "CNC" means Conseco Inc., an Indiana corporation.

     39. "Confirmation" means the entry on the docket by the Clerk of the
Bankruptcy Court of the Confirmation Order, subject to all conditions specified
in Article X.A herein having been satisfied or waived pursuant to Article X.C
herein.

     40. "Confirmation Date" means the date upon which the Confirmation Order is
entered by the Bankruptcy Court in its docket, within the meaning of Bankruptcy
Rules 5003 and 9021.

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<PAGE>

     41. "Confirmation Hearing" means the hearing at which the Confirmation
Order is considered by the Bankruptcy Court.

     42. "Confirmation Order" means the order of the Bankruptcy Court confirming
the Plan pursuant to section 1129 of the Bankruptcy Code.

     43. "Conseco Services" means Conseco Services, LLC, a Delaware limited
liability corporation.

     44. "Consent Agreement Reserve Account" means that certain account to be
funded in the amount of $35 million by CFC on the CFN Closing Date, plus all
Third Party Reserve Account Net Litigation Proceeds (if any), to be administered
and distributed according to the terms of that certain Consent Agreement dated
March 14, 2003, by and among CFC, Wells Fargo Bank, Minnesota, National
Association, U.S. Bank National Association, Federal National Mortgage
Association, the Official Committee, the Ad Hoc Securitization Holders Committee
and CFN.

     45. "Consummation" means the occurrence of the Effective Date.

     46. "Creditor" means any Holder of a Claim.

     47. "Debtors-in-Possession" means the Finance Company Debtors, as
debtors-in-possession in the Chapter 11 Cases.

     48. "DIP Facility Claims" means claims derived from or based upon the FPS
DIP Facility and the GTFC/GTRFC DIP Facility.

     49. "Director and Officer Insurance Policy" means those policies provided
or described in the Plan Supplement.

     50. "Disclosure Statement" means the Disclosure Statement for Joint
Liquidating Plan of Reorganization of the Finance Company Debtors under Chapter
11 of the Bankruptcy Code, dated April 1, 2003, as amended, supplemented, or
modified from time to time, describing the Plan, that is prepared and
distributed in accordance with sections 1125, 1126(b) and/or 1145 of the
Bankruptcy Code and Bankruptcy Rule 3018 and/or other applicable law.

     51. "Disputed" means, with respect to any Claim or Equity Interest, as of
the date of determination, any Claim or Equity Interest: (a) listed on the
Schedules as unliquidated, disputed or contingent, unless and until it is
Allowed; (b) as to which any Finance Company Debtor or any other
party-in-interest has Filed a timely objection or request for estimation in
accordance with the Bankruptcy Code and the Bankruptcy Rules, which objection or
request for estimation has not been withdrawn or determined by a Final Order;
(c) as to which the deadline for filing objections has not passed (whether or
not an objection has been filed), unless and to the extent such Claim or Equity
Interest has been Allowed pursuant to an order that is a Final Order; or (d) is
otherwise disputed by any of the Finance Company Debtors or any other party in
interest in accordance with applicable law, which dispute has not been withdrawn
or determined by a Final Order.

     52. "Distribution Record Date" means the date for determining which Holders
of Claims and Equity Interests are eligible to receive distributions hereunder,
and shall be the Confirmation Date or such other date as designated in an order
of the Bankruptcy Court.

     53. "Divested Assets" has the meaning ascribed to "Purchased Assets" under
the CFN Purchase Agreement and GE Purchase Agreement.

     54. "Effective Date" means the date selected by the Finance Company Debtors
which is 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
herein have been (x) satisfied or (y) waived pursuant to Article X.C herein.

                                       5
<PAGE>

     55. "Employee Benefit Escrow Account" means an interest-bearing savings
account funded out of the Sale Proceeds and maintained by the Finance Company
Debtors or the Plan Administrator, as the case may be, solely for the purpose of
paying, and sufficient to pay, all Shared Employee Benefit Liabilities, provided
that such escrow account will only be maintained to the extent funds are
available after all Administrative Claims are reserved or accrued for under the
Plan.

     56. "Entity" means an entity as defined in Section 101(15) of the
Bankruptcy Code.

     57. "Equity Interest" means all equity interests in any of the Finance
Company Debtors, including, but not limited to, all issued, unissued, authorized
or outstanding shares of stock together with any warrants, options or contract
rights to purchase or acquire such interests at any time.

     58. "Estates" means the collective estates of each of the Finance Company
Debtors created by section 541 of the Bankruptcy Code upon the commencement of
the Chapter 11 Cases for each of the Finance Company Debtors.

     59. "File" or "Filed" means file or filed with the Bankruptcy Court in the
Chapter 11 Cases.

     60. "Final Decree" means the decree contemplated under Fed. R. Bankr. P.
3022.

     61. "Final DIP Order" means that certain order of the Bankruptcy Court,
entered on or about January 14, 2003, as amended from time to time, approving
and authorizing the FPS DIP Facility.

     62. "Final Order" means an order of the Bankruptcy Court (i) as to which
the time to appeal, petition for certiorari or move for reargument,
reconsideration or rehearing has expired and as to which no appeal, petition for
certiorari or other proceedings for reargument, reconsideration or rehearing is
pending; or (ii) if an appeal, writ of certiorari, reargument or rehearing
thereof has been sought, such order has been affirmed by the highest court to
which such order was appealed or from which certiorari was sought, reargument,
reconsideration or rehearing has been denied or resulted in no modification of
such order, and the time to take any further appeal, petition for certiorari or
move for reargument, reconsideration or rehearing has expired; provided,
however, that a possibility that a motion under Rule 59 or 60 of the Federal
Rules of Civil Procedure or any analogous Bankruptcy Rule may be, but has not
been, Filed with respect to such order, shall not cause such order not to be a
Final Order.

     63. "Finance Company Debtor Employees" means employees of the Finance
Company Debtors on or prior to the Effective Date.

     64. "Finance Company Debtor" or "Debtor", as the case may be, shall mean,
as the context requires, any of the Finance Company Debtors.

     65. "Finance Company Debtors" means Conseco Finance Corp., Conseco Finance
Servicing Corp., 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., and shall be deemed to include the New CFC
Filing Entities upon their filing of voluntary chapter 11 petitions.

     66. "FPS DIP Facility" means that certain DIP credit facility approved by
Final Order of the Bankruptcy Court on January 14, 2003, as amended from time to
time, as between the Finance Company Debtors and U.S. Bank and FPS DIP LLC, an
affiliate of Fortress Investment Group LLC, J.C. Flowers & Co. LLC., and
Cerberus Capital Management, L.P., in an amount not to exceed $150,000,000.

                                       6
<PAGE>

     67. "GE" means General Electronic Capital Corporation, a Delaware
corporation, as purchaser under the GE Purchase Agreement.

     68. "GE Closing Date" means the date of the closing of the transaction
contemplated by the GE Purchase Agreement.

     69. "GE Purchase Agreement" means that certain Asset Purchase Agreement
dated March 14, 2003, between CFC and certain of its subsidiaries and GE.

     70. "GE Sale Order" means that certain order entered by the Bankruptcy
Court on March 14, 2003, authorizing and approving the GE Purchase Agreement.

     71. "General Unsecured Claim" means any Claim against any Finance Company
Debtor that is not a/an (i) DIP Facility Claim, (ii) Administrative Claim, (iii)
Priority Tax Claim, (iv) Other Priority Claim, (v) Other Secured Claim, or (vi)
Lehman Secured Claim.

     72. "Governmental Unit" has the meaning ascribed to it in section 101(27)
of the Bankruptcy Code.

     73. "GTFC/GTRFC DIP Facility" means that certain Final Order entered by the
Bankruptcy Court on January 14, 2003, pursuant to which CFC was authorized to
borrow up to $25 million from Green Tree Finance Corp.-Five ("GTFC") and Green
Tree Residual Finance Corp. 1 ("GTRFC").

     74. "Holder" means the Beneficial Holder of an Equity Interest or Claim.

     75. "Holding Company Debtors" means CNC, CIHC, CTIHC, Inc., a Delaware
corporation, and Partners Health Group, Inc., an Illinois corporation.

     76. "Holding Company Debtors' Plan" means that certain Reorganizing
Debtors' Joint Plan of Reorganization Pursuant to Chapter 11 of the United
States Bankruptcy Code, filed on or about January 31, 2003, as amended from time
to time.

     77. "Impaired" means with respect to any Class of Claims or Equity
Interests, a Claim or Equity Interest that is impaired within the meaning of
section 1124 of the Bankruptcy Code.

     78. "Impaired Claim" or "Impaired Equity Interest" means a Claim or Equity
Interest, as the case may be, classified in an Impaired Class.

     79. "Initial Petition Date" means December 17, 2002.

     80. "Intercompany Claim" means any Claim held by any direct or indirect
subsidiary of the Finance Company Debtors against any Finance Company Debtor or
by any Finance Company Debtor against any other Finance Company Debtor.

     81. "Intercompany Interests" means any and all Equity Securities of a
Finance Company Debtor or any subsidiary of a Finance Company Debtor that are
owned by any Finance Company Debtor or any subsidiary of any Finance Company
Debtor as of the Record Date.

     82. "Lehman Escrow Account" means an interest-bearing savings account
funded out of the Sale Proceeds and maintained by the Finance Company Debtors or
the Plan Administrator, as the case may be, solely for the purpose of paying,
and sufficient to pay, the Lehman Secured Claims.

     83. "Lehman Residuals Facility" means (a) the Master Repurchase Agreement
and Annex to Master Repurchase Agreement Supplemental Terms and Conditions, each
dated as of September 29, 1999, between Green Tree Residual Finance Corp. I and
Lehman Brothers, Inc., as amended from time to time, and as each of the same

                                       7
<PAGE>

may be further amended in accordance with the terms thereof and of the CFN
Purchase Agreement and GE Purchase Agreement.

     84. "Lehman Secured Claims" means any and all Claims arising under, related
to or derived from the Lehman Residuals Facility and Lehman Warehouse Facility.

     85. "Lehman Warehouse Facility" means the Second Amended and Restated
Master Repurchase Agreement; dated as of January 30, 2002, between Lehman
Commercial Paper, Inc. and Green Tree Finance Corp.-Five, as amended from time
to time, and as the same may be further amended in accordance with the terms
thereof and of the CFN Purchase Agreement and GE Purchase Agreement.

     86. "Lien" means any charge against or interest in property to secure
payment of a debt or performance of an obligation, including a right of set off
to secure payment of a debt or performance of an obligation.

     87. "Master Ballots" mean the master ballots accompanying the Disclosure
Statement upon which Holders of Impaired Claims or Impaired Equity Interests
shall indicate their acceptance or rejection of the Plan in accordance with the
Voting Instructions.

     88. "Net Litigation Proceeds" means gross proceeds recovered from
litigation less any costs and expenses associated with such litigation.

     89. "New CFC Filing Entities" shall mean Mill Creek Servicing Corporation,
Conseco Finance Credit Card Funding Corp., Green Tree Residual Finance Corp. I,
and Green Tree Finance Corp.-5, which entities the Finance Company Debtors
expect will file voluntary chapter 11 petitions prior to Confirmation.

     90. "Official Bankruptcy Forms" means the Official and Procedural
Bankruptcy Forms, prescribed by the Judicial Conference of the United States, in
accordance with Fed. R. Bankr. P. 9009.

     91. "Official Committee" means the official committee of unsecured
creditors appointed in the Finance Company Debtors' Chapter 11 Cases.

     92. "Other Priority Claims" means any and all Claims accorded priority in
right of payment under section 507(a) of the Bankruptcy Code, other than a
Priority Tax Claim or an Administrative Claim.

     93. "Other Secured Claims" means any and all Secured Claims held by any
Creditors that are not otherwise specifically described herein, but not
including (1) the Lehman Secured Claims and (2) any portion of the 93/94 Note
Claims that are held to be Secured Claims against any of the Finance Company
Debtors.

     94. "Person" means an individual, corporation, partnership, joint venture,
association, joint stock company, limited liability company, limited liability
partnership, trust, trustee, United States Trustee, estate, unincorporated
organization, government, Governmental Unit (as defined in the Bankruptcy Code),
agency, or political subdivision thereof, or other entity.

     95. "Petition Date" means, collectively, the Initial Petition Date, the CFC
Subsidiary Debtor Petition Date and shall be deemed to include the dates on
which each New CFC Filing Entity files a voluntary chapter 11 petition.

     96. "Plan" means this Joint Plan of Reorganization pursuant to Chapter 11
of the Bankruptcy Code, together with all exhibits hereto, either in its present
form or as it may be altered, amended, modified or supplemented from time to
time in accordance with the terms hereof, the Bankruptcy Code and the Bankruptcy
Rules.

     97. "Plan Administrator" means the Person to be designated by CFC, in its
sole and absolute discretion, as the Person responsible for, among other things,
the matters described in Article XII hereof.

                                       8
<PAGE>

     98. "Plan Supplement" means the compilation of documents and form of
documents, schedules and exhibits to be Filed prior to the Disclosure Statement
Hearing, as modified or supplemented prior to the Confirmation Hearing in
accordance with Article XIV.A of the Plan.

     99. "Post-Consummation Estate" means the trust to be created on the
Effective Date in accordance with the provisions of Article XII of the Plan and
the Post-Consummation Estate Agreement for the benefit of holders of certain
Allowed Claims.

     100. "Post-Consummation Estate Agreement" means the trust agreement,
substantially in the form attached as an exhibit to the Plan Supplement, that
documents the Post-Consummation Estate, describes the powers, duties and
responsibilities of the Plan Administrator and the liquidation and distribution
of proceeds of the Post-Consummation Estate Assets. CFC (or its designee) shall,
under the Post-Consummation Estate Agreement, have sole and absolute oversight
responsibility with respect to the Post-Consummation Estate and the Plan
Administrator.

     101. "Post-Consummation Estate Assets" means the Residual Assets.

     102. "Post-Consummation Estate Budget" means the budget for wind-down
expenses projected to be paid by the Post-Consummation Estate (including
Administrative and priority claims under the Plan), which budget is annexed as
an exhibit to the Plan Supplement.

     103. "Priority Non-Tax Claim" means a Claim entitled to priority pursuant
to section 507(a) of the Bankruptcy Code other than a Priority Tax Claim.

     104. "Priority Tax Claim" means a Claim of a Governmental Unit of the kind
specified in section 507(a)(8) of the Bankruptcy Code.

     105. "Professional Escrow Account" means an interest-bearing savings
account funded out of the Sale Proceeds and maintained by the Finance Company
Debtors or the Plan Administrator, as the case may be, solely for the purpose of
paying, and sufficient to pay, all Accrued Professional Compensation.

     106. "Professional", or collectively "Professionals" means a Person or
Entity employed pursuant to a Final Order in accordance with sections 327 and
1103 of the Bankruptcy Code and to be compensated for services rendered prior to
the Confirmation Date, pursuant to sections 327, 328, 329, 330 and 331 of the
Bankruptcy Code, or for which compensation and reimbursement has been allowed by
the Bankruptcy Court pursuant to section 503(b)(4) of the Bankruptcy Code.

     107. "Pro Rata" means the proportion that an Allowed Claim or an Allowed
Equity Interest in a particular Class bears to the aggregate amount of Allowed
Claims or the aggregate number of Allowed Equity Interests in such Class.

     108. "Proof of Claim" has the meaning ascribed to it in Fed. R. Bankr. P.
3001.

     109. "Purchase Agreements" means the CFN Purchase Agreement and the GE
Purchase Agreement.

     110. "Record Date" means April 25, 2003, as the date to be established for
the purpose of determining those Holders of Allowed Claims and Equity Interests
that are entitled to vote to accept or reject this Amended Modified Plan.

     111. "Releasees" means all officers, directors, employees, attorneys,
financial advisors, accountants, investment bankers, agents and representatives
of the Finance Company Debtors and their subsidiaries, whether current or
former, in each case in their capacity as such, whether serving in such capacity
before or after the Petition Date.

                                       9
<PAGE>

     112. "Residual Assets" means all assets of the Finance Company Debtors and
their subsidiaries that are not Divested Assets, including, but not limited to,
Causes of Actions and the Net Litigation Proceeds therefrom (other than Third
Party Action Reserve Account Net Litigation Proceeds).

     113. "Residual Cash Balance" means the remainder of the Sale Proceeds after
paying the DIP Facility Claims, Administrative Claims, Priority Tax Claims,
Other Priority Claims, Other Secured Claims, Class 3 Lehman Secured Claims and
Class 4 93/94 Note Claims in full, in Cash, on the Effective Date or as soon
thereafter as practicable, including proceeds from the sale of any Residual
Assets, any escrow amounts which are not paid according to the terms of such
escrow agreements, and amounts not used under the Post-Consummation Estate
Budget.

     114. "Sale Orders" means the GE Sale Order and the CFN Sale Order.

     115. "Sale Proceeds" means the Cash to be received by the Debtors on the
Closing Date pursuant to the terms of the Purchase Agreements.

     116. "Sale Transactions" means those transactions contemplated by the CFN
Purchase Agreement and the GE Purchase Agreement.

     117. "Schedules" mean the schedules of assets and liabilities, schedules of
executory contracts, and the statement of financial affairs as the Bankruptcy
Court requires the Debtors to file pursuant to section 521 of the Bankruptcy
Code, the Official Bankruptcy Forms and the Bankruptcy Rules, as they may be
amended and supplemented from time to time.

     118. "Scheduling Order" means an order to be entered by the Bankruptcy
Court granting the Finance Company Debtors' motion to establish scheduling
procedures, to be filed on or about March 31, 2003.

     119. "Secured Claim" means (a) a Claim that is secured by a lien on
property in which the Estate has an interest, which lien is valid, perfected and
enforceable under applicable law or by reason of a Final Order, or that is
subject to setoff under section 553 of the Bankruptcy Code, to the extent of the
value of the Creditor's interest in the Estate's interest in such property or to
the extent of the amount subject to setoff, as applicable, as determined
pursuant to section 506(a) of the Bankruptcy Code, or (b) a Claim Allowed under
this Plan as a Secured Claim.

     120. "Shared Employee Benefit Liabilities" means those obligations which
have arisen or may in the future arise with respect to those employee benefit
programs where liability is shared or joint and several as between the Finance
Company Debtors and (i) the Holding Company Debtors or (ii) Conseco Services.

     121. "Substantive Consolidation Order" means the Order of the Bankruptcy
Court substantively consolidating, for limited purposes, the Chapter 11 Cases
(which may be part of the Confirmation Order).

     122. "Third Party Actions" means any Cause of Action that does not include:
(a) an action brought by the Finance Company Debtors or the Committee pursuant
to Chapter 5 of the Bankruptcy Code, (b) an action to enforce a claim or any
distribution on any intercompany claim of the CFC Debtors against the Parent
Company Debtors, and (c) an action to void and terminate the pledge of the
shares of Mill Creek Bank Inc.

     123. "Third Party Action Reserve Account Net Litigation Proceeds" means
fifty percent (50%) of any Net Litigation Proceeds exceeding $100 million in the
aggregate which are recovered from Third Party Actions.

     124. "Unimpaired" means, with respect to a Class of Claims or Equity
Interests, a Claim or Equity Interest that is unimpaired within the meaning of
section 1124 of the Bankruptcy Code.

     125. "Unimpaired Classes" means Classes 1 and 2, which are not impaired
Classes within the meaning of section 1124 of the Bankruptcy Code.

     126. "Voting Deadline" means May [___], 2003.

                                       10
<PAGE>

     127. "Voting Instructions" means the instructions for voting on the Plan
contained in the section of the Disclosure Statement entitled "SOLICITATION;
VOTING PROCEDURES" and in the Ballots and the Master Ballots.


                                   ARTICLE II
                                   ----------

                            SUBSTANTIVE CONSOLIDATION
                      OF ASSETS AND LIABILITIES OF DEBTORS;
                       CANCELLATION OF INTERCOMPANY CLAIMS

A.   Substantive Consolidation

     Pursuant to the Substantive Consolidation Order, all of the property of the
estates and all of the debts of all of the Finance Company Debtors will be
substantively consolidated for purposes of treating the Claims pursuant to
Article IV hereof, including for voting, confirmation and distribution purposes,
provided, however, that substantive consolidation shall not be implemented with
respect to and shall not otherwise affect the distributions to be made on
account of the Lehman Secured Claims.

B.   Cancellation of Intercompany Claims

     Pursuant to the terms of the Substantive Consolidation Order, all Finance
Company Debtor Intercompany Claims were extinguished except as necessary to
preserve the Causes of Action.

                                  ARTICLE III
                                  -----------

             UNCLASSIFIED CLAIMS AGAINST THE FINANCE COMPANY DEBTORS

A.   DIP Facility Claim

     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.
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.

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, (a) Cash in an amount
equal to the amount of such Allowed Priority Tax Claim, or (b) Cash over a
six-year period from the date of

                                       11
<PAGE>

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.

                                   ARTICLE IV
                                   ----------

                CLASSIFICATION AND TREATMENT OF CLASSIFIED CLAIMS
                              AND EQUITY INTERESTS


A.   Summary

     The categories of Claims and Equity Interests listed below classify Claims
and Equity Interests in or against the Finance Company Debtors for all purposes,
including voting, confirmation and distribution pursuant hereto and pursuant to
sections 1122 and 1123(a)(1) of the Bankruptcy Code. A Claim or Equity Interest
shall be deemed classified in a particular Class only to the extent that the
Claim or Equity Interest qualifies within the description of that Class and
shall be deemed classified in a different Class to the extent that any remainder
of such Claim or Equity Interest qualifies within the description of such
different Class. A Claim or Equity Interest is in a particular Class only to the
extent that such Claim or Equity Interest is Allowed in that Class and has not
been paid or otherwise satisfied prior to the Effective Date.

THIS PLAN SEEKS SUBSTANTIVE CONSOLIDATION OF THE FINANCE COMPANY DEBTORS'
ESTATES, AS FURTHER DESCRIBED IN ARTICLE II HEREIN. IF SUCH SUBSTANTIVE
CONSOLIDATION IS AUTHORIZED AND ORDERED BY THE BANKRUPTCY COURT, ALL ALLOWED
CLAIMS AGAINST THE FINANCE COMPANY DEBTORS OR THEIR ESTATES SHALL BE SATISFIED
FROM THE COMBINED CASH AND OTHER ASSETS OF ALL OF THE FINANCE COMPANY DEBTORS
AND THE POST-CONSUMMATION ESTATE.

     Summary of Classification and Treatment of Claims and Equity Interests
     ----------------------------------------------------------------------
<TABLE>
<CAPTION>
         ------------ ------------------------------------------------------ ----------------- ----------------------
         Class        Claim                                                  Status            Voting Right
         ------------ ------------------------------------------------------ ----------------- ----------------------
         ------------ ------------------------------------------------------ ----------------- ----------------------
         <S>          <C>                                                    <C>               <C>

         1            Other Priority Claims                                  Unimpaired        Deemed to Accept
         ------------ ------------------------------------------------------ ----------------- ----------------------
         ------------ ------------------------------------------------------ ----------------- ----------------------
         2            Other Secured Claims                                   Unimpaired        Deemed to Accept
         ------------ ------------------------------------------------------ ----------------- ----------------------
         ------------ ------------------------------------------------------ ----------------- ----------------------
         3            Lehman Secured Claims                                  Impaired          Entitled to vote
         ------------ ------------------------------------------------------ ----------------- ----------------------
         ------------ ------------------------------------------------------ ----------------- ----------------------
         4            93/94 Note Claims                                      Impaired          Entitled to vote
         ------------ ------------------------------------------------------ ----------------- ----------------------
         ------------ ------------------------------------------------------ ----------------- ----------------------
         5            General Unsecured Claims                               Impaired          Entitled to vote
         ------------ ------------------------------------------------------ ----------------- ----------------------
         ------------ ------------------------------------------------------ ----------------- ----------------------
         6            Equity Interests                                       Impaired          Deemed to Reject
         ------------ ------------------------------------------------------ ----------------- ----------------------
</TABLE>


B.   Classification and Treatment of Classified Claims and Equity Interests:

     1.   Class 1--Other Priority Claims

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

          (b) 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

                                       12
<PAGE>

     and final satisfaction of such Allowed Class 1 Claim, one of the following
     treatments, in the sole discretion of the Finance Company Debtors:

               (i) 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

               (ii) 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.

          (c) 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.

     2.   Class 2--Other Secured Claims

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

          (b) 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:

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

               (ii) 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;

               (iii) 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

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

          (c) 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.

     3.   Class 3--Lehman Secured Claims

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

          (b) 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.

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

                                       13
<PAGE>

     4.   Class 4--93/94 Note Claims

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

          (b) 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.

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

     5.   Class 5--General Unsecured Claims

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

          (b) 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.

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

     6.   Class 6--Equity Interests

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

          (b) 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.

          (c) 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.

                                   ARTICLE V
                                   ---------

                       ACCEPTANCE OR REJECTION OF THE PLAN

A.   Voting Classes

     Subject to Articles V.C and V.D hereof, 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.

B.   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.

                                       14
<PAGE>


C.   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.

D.   Presumed Rejection of the Plan

     Class 6 is deemed to reject the Plan.

E.   Non-Consensual Confirmation

     To the extent that any Impaired Class rejects this Plan or is deemed to
have rejected this Plan, the Debtors will request confirmation of this 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
this Plan or any 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.

                                   ARTICLE VI
                                   ----------

                    PROVISIONS FOR IMPLEMENTATION OF THE PLAN

A.   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.

B.   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, 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.

C.   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.

                                       15
<PAGE>

D.   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 herein, 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.

E.   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 designate the Plan
Administrator.

F.   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.

G.   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.

H.   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.

I.   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.

J.   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.

K.   Creation of Consent Agreement Reserve Account

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

                                       16
<PAGE>

L.   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.

                                  ARTICLE VII
                                  -----------

                    EXECUTORY CONTRACTS AND UNEXPIRED LEASES

A.   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-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.

B.   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 this 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.

                                  ARTICLE VIII
                                  ------------

                       PROVISIONS REGARDING DISTRIBUTIONS

A.   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

                                       17
<PAGE>

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.

B.   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.

C.   Delivery of Distributions

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

D.   Undeliverable Distributions

     1.   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.

     2.   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.

E.   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.

                                       18
<PAGE>

F.   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.

G.   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.

H.   Fractional Dollars; De Minimis Distributions

     Notwithstanding anything contained herein 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.

I.   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.

J.   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.

K.   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.

                                       19

<PAGE>

L.   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 this Plan shall be discharged and terminated, and
all actions related to the enforcement of such subordination rights will be
permanently enjoined.

M.   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 this
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.

                                   ARTICLE IX
                                   ----------

                PROCEDURES FOR RESOLUTION OF DISPUTED, CONTINGENT
                   AND UNLIQUIDATED CLAIMS OR EQUITY INTERESTS

A.   Objections to Claims; Prosecution of Disputed Claims

     1. The Finance Company Debtors or the Post-Consummation Estate shall object
to the allowance of Claims or Equity Interests Filed with the Bankruptcy Court
with respect to which they dispute liability or allowance in whole or in part.
All objections shall be litigated prior to Final Order; provided, however, that
the Plan Administrator (within any parameters as may be established by the
Post-Consummation Estate Agreement) shall have the authority to file, settle,
compromise or withdraw any objections to Claims, without approval of the
Bankruptcy Court. Unless otherwise ordered by the Bankruptcy Court, the Debtors,
the Post-Consummation Estate or the Plan Administrator, as the case may be, will
file and serve all objections to Claims as soon as practicable.

     2. Notwithstanding the foregoing, the Plan Administrator, on behalf of the
Post-Consummation Estate, shall have the exclusive right to object to the
allowance of Administrative Expense Claims and Secured Claims for (i) one
hundred eighty (180) days from the Effective Date if no deadline to object to
such Claims is set by the Bankruptcy Court or (ii) up to the forty-fifth (45th)
day prior to any deadline to object to such Claims ordered by Bankruptcy Court
(the "Objection Period") provided, however, that the Plan Administrator shall
have the right to seek extension of the Objection Period.

B.   Estimation of Claims

     The Finance Company Debtors or the Plan Administrator, on behalf of the
Post-Consummation Estate, may at any time request that the Bankruptcy Court
estimate any contingent or Disputed Claim pursuant to section 502(c) of the
Bankruptcy Code regardless of whether the Debtors or the Plan Administrator
previously have objected to such Claim or whether the Bankruptcy Court has ruled
on any such objection. The Bankruptcy Court will retain jurisdiction to estimate
any Claim at any time during litigation concerning any objection to any Claim,
including, without limitation, during the pendency of any appeal relating to any
such objection. Subject to the provisions of section 502(j) of the Bankruptcy
Code, in the event that the Bankruptcy Court estimates any contingent or
Disputed Claim, the amount so estimated shall constitute the maximum allowed
amount of such Claim. If the estimated amount constitutes a maximum limitation
on the amount of such Claim, the Debtors or the Post-Consummation Estate may
pursue supplementary proceedings to object to the allowance of such Claim. All
of the aforementioned objection, estimation and resolution procedures are
intended to be cumulative and not necessarily exclusive of one another. Claims
may be estimated and subsequently compromised, settled, withdrawn or resolved by
any mechanism approved by the Bankruptcy Court.

                                       20
<PAGE>

C.   Controversy Concerning Impairment

     If a controversy arises as to whether any Claims or Equity Interests, or
any Class of Claims or Equity Interests, are Impaired under the Plan, the
Bankruptcy Court shall, after notice and a hearing, determine that controversy
before the Confirmation Date.

D.   Payments and Distributions on Disputed Claims

     1. Notwithstanding any provision hereof to the contrary, except as
otherwise agreed to by the Finance Company Debtors, or the Plan Administrator,
on behalf of the Post-Consummation Estate, in their sole discretion, no partial
payments or partial distributions will be made in satisfaction of a Disputed
Claim until it is resolved by settlement or a Final Order.

     2. Notwithstanding the foregoing, the Finance Company Debtors or Plan
Administrator, as the case may be, will set aside for each Holder of a Disputed
Claim such portion of Cash as necessary to provide required distributions if
that Claim were an Allowed Claim, either based upon the amount of the Claim as
filed with the Bankruptcy Court or the amount of the Claim as estimated by the
Bankruptcy Court.

     3. At such time as a Disputed Claim becomes, in whole or in part an Allowed
Claim, the Plan Administrator shall distribute to the Holder thereof the
distributions, if any, to which such Holder is then entitled under the Plan.
Such distribution, if any, will be made as soon as practicable after the date
that the order or judgment of the Bankruptcy Court allowing such Disputed Claim
becomes a Final Order. No interest will be paid on Disputed Claims that later
become Allowed or with respect to any distribution in satisfaction thereof to a
Holder.

                                   ARTICLE X
                                   ---------

                      CONDITIONS PRECEDENT TO CONFIRMATION
                         AND EFFECTIVE DATE OF THE PLAN

A.   Conditions Precedent to Confirmation

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

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

     2. The Finance Company Debtors shall have submitted the Post-Consummation
Estate Budget.

     3. 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.

     4. The Plan Administrator shall be identified, in the sole discretion of
CFC.

B.   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:

     1. The Sale Transactions shall have closed.

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

                                       21
<PAGE>


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

     4. The Post-Consummation Estate shall have sufficient Cash to permit
payment of all expenses under the Post-Consummation Estate Budget.

     5. The Post-Consummation Estate Budget shall have been approved by the
Bankruptcy Court.

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

     7. The Holding Company Debtors' plan of reorganization shall have been
declared effective.

C.   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.

D.   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.

                                   ARTICLE XI
                                   ----------

                   RELEASE, INJUNCTIVE AND RELATED PROVISIONS

A.   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.

B.   Releases by the Finance Company Debtors

     Except as otherwise specifically provided herein or in the Plan Supplement,
for good and valuable consideration, including the service of the Releasees to
facilitate the expeditious reorganization of the Finance

                                       22
<PAGE>

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.

C.   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.

D.   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.

E.   Preservation of Rights of Action

     1.   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.

                                       23
<PAGE>

     2.   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:

          (a) 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 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;

          (b) 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

          (c) Any and all Causes of Action listed in the Schedule of Causes of
     Action set forth in the Plan Supplement;

          (d) In addition, there may be numerous other Causes of Action which
     currently exist or may subsequently arise that are not set forth herein, 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 herein, 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 herein 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

                                       24
<PAGE>

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
(i) such Person or Entity has Filed a proof of Claim against the Finance Company
Debtors in the Chapter 11 Cases; (ii) such Person's or Entity's proof of Claim
has been objected to; (iii) such Person's or Entity's Claim was included in the
Finance Company Debtors' Schedules; or (iv) such Person's or Entity's scheduled
Claim has been objected to by 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 herein, 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.

F.   Discharge of Claims and Termination of Equity Interests

     Except as otherwise provided herein, and except with respect to the Post
Confirmation Estate: (a) the rights afforded herein and the treatment of all
Claims and Equity Interests herein, 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, (b) 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 (c) 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.

G.   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

                                       25
<PAGE>

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.

                                  ARTICLE XII
                                  -----------

                POST-CONSUMMATION ESTATE; THE PLAN ADMINISTRATOR

A.   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. The Debtors shall have the sole discretion
to appoint the Plan Administrator, and shall have the sole authority to
administer all assets prior to their transfer to the Post-Consummation Estate.

B.   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 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.

C.   Transfer of Assets

     1. The transfer of the Post-Consummation Estate Assets to the
Post-Consummation Estate shall be made, as provided herein, 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.

     2. 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.

D.   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-

                                       26
<PAGE>

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.

E.   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
[__]hereof, 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 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.

F.   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.

G.   Disputed Claims Reserve

     The Plan Administrator shall maintain, in accordance with the Plan
Administrator's powers and responsibilities as described herein 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 herein, 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.

H.   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

                                       27
<PAGE>

further extension would not adversely affect the status of the Post-Consummation
Estate as a grantor trust for federal income tax purposes.

I.   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.

J.   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.

                                  ARTICLE XIII
                                  ------------

                            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;

                                       28
<PAGE>

     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 herein;

     9. resolve any cases, controversies, suits or disputes with respect to the
releases, injunction and other provisions contained in Article XI hereof 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 this 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

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

                                  ARTICLE XIV
                                  -----------

                            MISCELLANEOUS PROVISIONS

A.   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.

B.   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.

C.   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.


                                       29
<PAGE>

D.   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.

E.   Modification of Plan

     Subject to the limitations contained in the Plan:

     1. 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

     2. 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.

F.   Revocation of Plan

     The Finance Company Debtors reserve the right (with the prior consent of
the 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.

G.   Successors and Assigns

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

H.   Reservation of Rights

     Except as expressly set forth herein, this Plan shall have no force or
effect unless the Bankruptcy Court shall enter the Confirmation Order. None of
the filing of this Plan, any statement or provision contained herein, or the
taking of any action by any Finance Company Debtor with respect to this 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.

I.   Section 1146 Exemption

     Pursuant to section 1146(c) of the Bankruptcy Code, under this 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, this 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 this Plan
shall not be subject to any document recording tax, mortgage recording tax,
stamp tax or similar government assessment, and the appropriate state or

                                       30
<PAGE>

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
this Plan. Specifically, because the Sale Transactions are being conducted
pursuant to this 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.

J.   Further Assurances

     The 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 this Plan.

K.   Service of Documents

     Any pleading, notice or other document required by the Plan to be served on
or delivered to the Finance Company Debtors shall be sent by first class U.S.
mail, postage prepaid to:

<TABLE>

Conseco Finance Corp.,                                       with copies to:
                                                             --------------
<S>                                                          <C>     <C>
Conseco Finance Servicing Corp.,                             Kirkland & Ellis
Conseco Finance Corp. - Alabama,                             200 E. Randolph Drive
Conseco Finance Credit Corp.,                                Chicago, Illinois 60601
Conseco Finance Consumer Discount Company,                   Attn:   James H.M. Sprayregen, P.C.
Conseco Finance Canada Holding Company,                              Anne M. Huber
Conseco Finance Canada Company,                                      Anup Sathy
Conseco Finance Loan Company,                                        Roger J. Higgins
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.,
Crum-Reed General Agency, Inc.,
Mill Creek Servicing Corporation,
Conseco Finance Credit Card Funding Corp.,
Green Tree Residual Finance Corp. I,
Green Tree Finance Corp.-5

345 St. Peter Street
1100 Landmark Towers
Saint Paul, MN, 55102
Attn: Brian Corey, General Counsel
</TABLE>

                                       31
<PAGE>

L.   Transactions on Business Days

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

M.   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.

N.   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 this Plan.

O.   Severability

     The provisions of this 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 this Plan pursuant to
section 1127 of the Bankruptcy Code.

P.   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 this Plan, the
terms and provisions of this Plan shall govern and control, provided however
that nothing in this 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.

Q.   Term of Injunctions or Stays

     Unless otherwise provided herein 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 this Plan
or the Confirmation Order), shall remain in full force and effect until the
Effective Date. All injunctions or stays contained in this Plan or the
Confirmation Order shall remain in full force and effect in accordance with
their terms.

R.   Entire Agreement

     This 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 this Plan.

S.   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.

                                       32

<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                By:  /s/ Brian F. Corey
Title:   President                            -------------------------------
                                           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.            CONSECO FINANCE CANADA HOLDING
(Green 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 Tree Credit Corp.)
By: /s/ James R. Breakey
   --------------------------------
Name:    James R. Breakey                  By: /s/ Charles H. Cremens
Title:   President                            -------------------------------
                                           Name:    Charles H. Cremens
                                           Title:   President


GREEN TREE FLOORPLAN FUNDING CORP.

By: /s/ Charles H. Cremens
   --------------------------------        CONSECO AGENCY OF NEW YORK, INC.
Name:    Charles H. Cremens                (GTA Agency, Inc.)
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.
Name:    Charles H. Cremens                (Green Tree Agency, Inc.)
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)

By:  /s/ Charles H. Cremens
    -------------------------------        CONSECO FINANCE CORP.-ALABAMA
Name:    Charles H. Cremens                (Green Tree Financial Corp.-Alabama)
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. (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 TO DEBTORS AND DEBTORS IN POSSESSION